Exhibit 10.5  SECOND
AMENDED AND RESTATED INTERCREDITOR AGREEMENT  THIS
SECOND AMENDED AND RESTATED INTERCREDITOR AGREEMENT(this Agreement) is entered
into as of October 14, 2004, by and among (i) Deutsche Bank Trust Company
Americas, acting in its capacity as Administrative Agent under the Revolving
Credit Agreement (as hereinafter defined) (together with its successors and
assigns in such capacity, the Revolver Bank Agent), (ii) Deutsche Bank
Trust Company Americas, acting in its capacity as collateral agent under the
Revolver Security Agreement (as hereinafter defined) (together with its
successors and assigns in such capacity, the Revolver Collateral Agent),
(iii) Deutsche Bank Trust Company Americas, acting in its capacity as
Administrative Agent under the Term Credit Agreement (as hereinafter defined)
(together with its successors and assigns in such capacity, the Term Bank
Agent), (iv) Deutsche Bank Trust Company Americas, acting in its capacity
as collateral agent under the Term and Note Security Agreement (as hereinafter
defined) (together with its successors and assigns in such capacity, the Term
and Note Collateral Agent), (v) Deutsche Bank Trust Company Americas, as
beneficiary for the benefit of the Secured Creditors under the Mortgages (as
hereinafter defined) (together with its successors and assigns in such
capacity, the Mortgagee), and (vi) HSBC Bank USA, National Association
(as successor to HSBC Bank USA), as trustee for the holders of Senior Secured
Notes (as defined below) issued under the Senior Secured Notes Indenture (as
hereinafter defined) (in such capacity, together with its successors and
assigns in such capacity, the Senior Secured Notes Trustee), and is
acknowledged and consented to by Huntsman LLC, a Utah limited liability company
(Borrower).  R E
C I T A L S  WHEREAS, Deutsche
Bank Trust Company Americas (DBTCA), as First Priority Bank Agent,
DBTCA, as First Priority Collateral Agent, DBTCA, as Second Priority Bank
Agent, DBTCA, as Second Priority Collateral Agent, DBTCA, as Mortgagee, the
Senior Secured Notes Trustee and Borrower are parties to an Amended and
Restated Intercreditor Agreement dated as of September 30, 2004 (the Existing
Intercreditor Agreement);  WHEREAS,
contemporaneously herewith, Borrower, certain subsidiaries of Borrower parties
thereto, the Revolver Bank Agent and the lenders parties thereto are entering
into the Revolving Credit Agreement to Refinance the First Priority Secured
Obligations (as defined in the Existing Intercreditor Agreement);  WHEREAS,
contemporaneously herewith, Borrower, the Term and Note Collateral Agent and
the lenders parties thereto are entering into the Term Credit Agreement to
Refinance the Second Priority Bank Obligations (as defined in the Existing
Intercreditor Agreement);  WHEREAS, Borrower
has issued $455.4 million in aggregate principal amount of 11-5/8% Senior
Secured Notes due 2010 (such notes, together with any exchange notes and
additional notes (the Senior Secured Notes)) issued under the
Indenture dated as of September 30, 2003 among Borrower, the guarantors named
therein and the Senior Secured Notes Trustee


(as amended, supplemented
or otherwise modified from time to time, in accordance with the terms hereof,
the Senior Secured Notes Indenture);  WHEREAS,
contemporaneously herewith, in order to secure the Revolver Secured Obligations
(as defined herein), Borrower, certain subsidiaries of Borrower parties thereto
and the Revolver Collateral Agent are entering into a Security Agreement (as
amended, replaced, modified, extended, renewed, supplemented or restated (in
connection with a Refinancing or otherwise) or otherwise modified from time to
time, the Revolver Security Agreement);  WHEREAS,
contemporaneously herewith, in order to secure the Term and Note Secured
Obligations (as defined herein), Borrower, certain subsidiaries of Borrower
parties thereto and the Term and Note Collateral Agent are entering into an
Amended and Restated Security Agreement which security agreement amends and
restates the Second Priority Security Agreement as defined in the Senior
Secured Notes Indenture (as amended, replaced, modified, extended, renewed,
supplemented or restated (in connection with a Refinancing or otherwise) or
otherwise modified from time to time, the Term and Note Security Agreement;
and, together with the Revolver Security Agreement, the Security Agreements);  WHEREAS,
contemporaneously herewith, Borrower and certain subsidiaries of Borrower are
amending and restating and/or granting certain mortgages to secure the
Obligations (as defined herein); and  WHEREAS, the
Collateral Agents, the Bank Agents (as defined below), the Mortgagee, the
Senior Secured Notes Trustee and Borrower desire to amend and restate the
Existing Intercreditor Agreement for the purpose of setting forth the rights
and obligations of the Collateral Agents and the respective secured parties
with respect to the Collateral.  NOW, THEREFORE, in
consideration of the premises and the mutual agreements set forth herein, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:  Section 1.Defined Terms.  As used in
this Agreement, the following terms shall have the following meanings (all such
meanings to be equally applicable to both the singular and plural forms of the
terms defined):  Assignor shall
mean any Assignor (as defined in the Revolver Security Agreement) or any
Assignor (as defined in the Term and Note Security Agreement).  Bank Agents shall
mean the Revolver Bank Agent and the Term Bank Agent.  Bank Obligations
shall mean the Revolver Bank Obligations and the Term Bank Obligations.  Bankruptcy Code
shall mean the provisions of Title 11 of the United States Code, 11 U.S.C. 101
et seq. or any other applicable bankruptcy, insolvency or similar laws.  2


Bankruptcy Event
shall have the meaning provided in the Revolving Credit Agreement.  Bankruptcy Proceeding
shall mean, with respect to any person, any proceeding commenced, without the
application or consent of such person, in any court, seeking the liquidation,
reorganization, debt arrangement, dissolution, winding up, or composition or
readjustment of debts of such person, the appointment of a trustee, receiver,
custodian, liquidator, assignee, sequestrator or the like for such person or
any substantial part of its assets, or any similar action with respect to such
person under any law (foreign or domestic) relating to bankruptcy, insolvency,
reorganization, winding up or composition or adjustment of debts or any
voluntary case or other proceeding under any applicable bankruptcy, insolvency,
reorganization, debt arrangement, dissolution or other similar law now or
hereafter in effect.  Borrower shall
have the meaning provided in the first paragraph of this Agreement.  Collateral shall
mean the property from time to time consisting of Collateral (as defined in the
Revolver Security Agreement), Collateral (as defined in the Term and Note
Security Agreement), the Mortgaged Property (as defined in the Mortgages) and
any other property from time to time pledged pursuant to any Revolver Security
Document or Term and Note Security Document.  Collateral Agents
shall mean the Revolver Collateral Agent, the Term and Note Collateral Agent
and the Mortgagee.  Credit Agreements
shall mean the Revolving Credit Agreement and the Term Credit Agreement.  Credit Documents
shall mean the Loan Documents, the Senior Secured Note Indenture and the notes
issued thereunder.  Credit Party
shall mean any Credit Party (as defined in the Revolving Credit Agreement) or
any Credit Party (as defined in the Term Credit Agreement).  The term Credit Parties shall have a
correlative meaning.  DBTCA shall have
the meaning set forth in the first paragraph of this Agreement.  Existing
Intercreditor Agreement shall have the meaning set forth in the Recitals
to this Agreement.  Fully Paid shall
mean, with respect to any Obligation, that the respective obligee of such
Obligation (which obligee shall, (i) in the case of the Revolver Bank
Obligations, be the Revolver Bank Agent; and (ii) in the case of the Term Bank
Obligations, be the Term Bank Agent), shall have certified to the respective
Collateral Agent that such Obligation has terminated and that there remain no
obligations of any kind whatsoever of the Borrower or any Credit Party with
respect thereto (other than contingent indemnification obligations as to which
no claims shall have accrued or be pending).  3


Lender shall
mean any Lender (as defined in the Revolving Credit Agreement) or any Lender
(as defined in the Term Credit Agreement), in each case together with their
respective successors and assigns in such capacity.  Liens shall mean
Liens (as defined in the Revolving Credit Agreement) and/or Liens (as defined
in the Term Credit Agreement), as the context shall require.  Loan Documents
shall mean, collectively, the Revolver Loan Documents and the Term Loan
Documents, or any of the foregoing.  Mortgagee shall
have the meaning set forth in the first paragraph of this Agreement.  Mortgages shall
mean Mortgages (as defined in the Revolving Credit Agreement) and Mortgages (as
defined in the Term Credit Agreement), as the context shall require.  Obligations
shall mean, collectively, the Revolver Secured Obligations and the Term and
Note Secured Obligations.  Obligation
means any Revolver Secured Obligation or Term and Note Secured Obligation, as
the context shall require.  Other Creditor First
Priority Collateral shall mean (i) with respect to the Revolving
Collateral Agent and the Revolver Secured Creditors, the Term and Note First
Priority Collateral and (ii) with respect to the Term and Note Collateral Agent
and the Term and Note Secured Creditors, the Revolver First Priority
Collateral.  Other Collateral
Agent shall mean (i) with respect to the Revolver Collateral Agent, the
Term and Note Collateral Agent and (ii) with respect to the Term and Note
Collateral Agent or the Mortgagee, the Revolver Collateral Agent.  Refinance shall
mean, with respect to any Obligation, to refinance, extend, renew, repay,
prepay, redeem, defease or retire, or to issue indebtedness in exchange or
replacement for, such Obligation.  Refinancing
has a correlative meaning.  Revolver Agent
shall mean the Revolver Bank Agent and/or the Revolver Collateral Agent, as the
case may be.  Revolver Bank Agent
shall have the meaning set forth in the first paragraph of this Agreement.  Revolver Bank
Obligations shall mean Obligations (as defined in the Revolving Credit
Agreement), together with any obligations incurred to evidence any refunding,
Refinancing, replacement or successive refunding, Refinancing or replacement thereof.  Revolver Collateral
Agent shall have the meaning set forth in the first paragraph of this
Agreement.  4


Revolver First
Priority Collateral shall mean all Collateral referenced in Annex I.  Revolver Instructing
Group shall mean the Instructing Group (as defined in the Revolver
Security Agreement).  Revolver Loan
Documents shall mean the Loan Documents (as defined in the Revolving
Credit Agreement) and all other documents, instruments and agreements now or
hereafter evidencing or securing the whole or any part of the Revolver Bank
Obligations (including, without limitation, each of the loan documents as
defined in any principal agreement evidencing Revolver Bank Obligations,
including any documents evidencing or securing any complete, partial or
successive refunding, Refinancing or replacement of the Revolver Bank
Obligations or successive refunding, Refinancing or replacement, together with
any amendments, replacements, modifications, extensions, renewals or
supplements to, or restatements of, any of the foregoing).  Revolver Secured
Creditors shall mean all holders of the Revolver Secured Obligations.  Revolver Secured
Obligations shall mean the Obligations (as defined in the Revolver Security
Agreement), together with any obligations incurred to evidence any refunding,
Refinancing, replacement or successive refunding, Refinancing or replacement
thereof.  Revolver Security
Agreement shall have the meaning set forth in the Recitals hereto.  Revolver Security
Documents shall mean the Revolver Security Agreement and all other
Security Documents (as defined in the Revolving Credit Agreement).  Revolving Credit
Agreement shall mean that certain Revolving Credit Agreement by and among
Borrower, the other borrowers parties thereto, Deutsche Bank Trust Company
Americas, as administrative agent and collateral agent, and the lenders parties
thereto, together with any agreement or agreements from time to time executed
by Borrower to evidence any refunding, Refinancing, replacement or successive
refunding, Refinancing or replacement of all or any part of the Revolver Bank
Obligations, together with any amendments, replacements, modifications,
extensions, renewals or supplements to, or restatements of, any of the
foregoing.  Secured Creditors
shall mean, collectively, the Revolver Secured Creditors and the Term and Note
Secured Creditors.  Security Agreements
shall have the meaning set forth in the Recitals hereto.  Security Documents
shall mean the Security Documents (as defined in the Revolving Credit
Agreement) and the Security Documents (as defined in the Term Credit
Agreement).  Senior Secured
Noteholders shall mean the holders of the Senior Secured Notes.  5


Senior Secured Notes
shall have the meaning set forth in the Recitals hereto.  Senior Secured Notes
Indenture shall have the meaning set forth in the Recitals hereto.  Senior Secured Notes
Obligations shall mean the obligations incurred by Borrower under the
Senior Secured Notes Indenture, as evidenced by the Senior Secured Notes.  Senior Secured Notes
Trustee shall have the meaning set forth in the first paragraph of this
Agreement.  Term and Note Agent
shall mean the Term Bank Agent and/or the Term and Note Collateral Agent, as
the case may be.  Term and Note
Collateral Agent shall have the meaning set forth in the first paragraph
of this Agreement.  Term and Note First
Priority Collateral shall mean all Collateral other than the Revolver
First Priority Collateral.  Term and Note
Instructing Group shall mean the Instructing Group (as defined in the Term
and Note Security Agreement).  Term and Note Secured
Creditors shall mean all holders of the Term and Note Secured Obligations.  Term and Note Secured
Obligations shall mean the Obligations (as defined in the Term and Note
Security Agreement, together with any obligations incurred to evidence any
refunding, Refinancing or replacement or successive refunding, Refinancing or
replacement thereof).  Term and Note
Security Agreement shall have the meaning set forth in the Recitals
hereto.  Term and Note
Security Documents shall mean the Term and Note Security Agreement and all
other Security Documents (as defined in the Term Credit Agreement).  Term Bank Agent
shall have the meaning set forth in the first paragraph of this Agreement.  Term Bank Obligations
shall mean Obligations (as defined in the Term Credit Agreement), together with
any obligations incurred to evidence any refunding, Refinancing, replacement or
successive refunding, Refinancing or replacement thereof.  Term Credit Agreement
shall mean that certain Credit Agreement by and among Borrower, Deutsche Bank
Trust Company Americas, as administrative agent, and the lenders parties
thereto, together with any agreement or agreements from time to time executed
by Borrower to evidence any refunding,  6


Refinancing, replacement
or successive refunding, Refinancing or replacement of all or any part of the
Term Bank Obligations, together with any amendments, replacements,
modifications, extensions, renewals, supplements to, or restatements of, any of
the foregoing.  Term Loan Documents
shall mean the Loan Documents (as defined in the Term Credit Agreement) and all
other documents, instruments and agreements now or hereafter evidencing or
securing the whole or any part of the Term Bank Obligations (including, without
limitation, each of the loan documents as defined in any principal agreement
evidencing Term Bank Obligations, including any documents evidencing or
securing any complete, partial or successive refunding, Refinancing or
replacement of the Term Bank Obligations or successive refunding, Refinancing
or replacement, together with any amendments, replacements, modifications,
extensions, renewals or supplements to, or restatements of, any of the
foregoing).  Uniform Commercial
Code shall mean the Uniform Commercial Code as in effect from time tom
time in the relevant jurisdiction.  Section 2.Lien Priorities.  (a)(i)            The parties hereto hereby agree
that, notwithstanding the time, order or method of creation, attachment or
perfection of the respective security interests and/or Liens granted in favor
of the Collateral Agents to secure the Obligations or the filing or recording
of financing statements or other Security Documents; the validity or
enforceability of the security interests and Liens granted in favor of the
Collateral Agents or the Revolver Secured Creditors or the Term and Note
Secured Creditors; the dating, execution or delivery of any agreement, document
or instrument granting any Collateral Agent or Secured Creditor security
interests and/or Liens in or on any or all of the property or assets of any pledgor;
the date on which any indebtedness is extended; the giving or failure to give
notice of the acquisition or expected acquisition of any purchase money or
other security interest; any provision of the Uniform Commercial Code,
including any rule for determining priority thereunder or under any other law
or rule governing the relative priorities of secured creditors, including with
respect to real property or fixtures; any provision set forth in any Loan
Document or the Senior Secured Notes Indenture or the Senior Secured Notes; or
the possession or control by any Collateral Agent or Secured Creditor or any
bailee of all or any part of any Collateral as of the date hereof or otherwise,
(w) the Liens granted on the Revolver First Priority Collateral under the
Revolver Security Documents to secure the Revolver Secured Obligations shall be
a first and prior security interest for all purposes in such Revolver First
Priority Collateral, (x) the Liens granted on the Term and Note First Priority
Collateral under the Term and Note Security Documents to secure the Term and
Note Secured Obligations shall be a first and prior security interest for all
purposes in such Term and Note First Priority Collateral, (y) the Liens granted
on the Revolver First Priority Collateral under the Term and Note Security
Documents to secure the Term and Note Secured Obligations shall be second and
subordinated to the Liens granted under the Revolver Security Documents on the
Revolver First Priority Collateral and (z) and the Liens granted on the Term
and Note First Priority Collateral under the Revolver Security Documents to
secure the Revolver Secured Obligations shall be second and subordinated to the
Liens granted under the Term and Note Security Documents on the Term and Note
First Priority Collateral.  7


(ii)           Notwithstanding the terms of any
Revolver Loan Documents, Term Loan Documents or the Senior Secured Notes
Indenture, in the event of any enforcement of any Liens or in connection with a
Bankruptcy Proceeding, all proceeds of Collateral, including the proceeds of
any collection, sale or disposition of the Collateral or any portion thereof in
connection with the exercise of remedies under the Security Documents or
otherwise and any proceeds or recoveries under any title insurance policy(ies)
insuring any Mortgage, shall be distributed in accordance with the following
procedure:  (x)Such
proceeds of the Revolver First Priority Collateral shall be applied first to
the Revolver Secured Obligations (including, without limitation, all interest
thereon accruing subsequent to the filing of a bankruptcy case (or that would
accrue but for such filing) at the rate provided for in the Revolving Credit
Agreement, whether or not such interest is an allowed claim under applicable
law) in accordance with Section 8.4 of the Revolver Security Agreement and,
after the Revolver Secured Obligations have been Fully Paid, shall be applied
to the Term and Note Secured Obligations in accordance with Section 8.4 of the
Term and Note Security Agreement;  (y)Such
proceeds of the Term and Note First Priority Collateral shall be applied first
to the Term and Note Secured Obligations (including, without limitation, all
interest thereon accruing subsequent to the filing of a bankruptcy case (or
that would accrue but for such filing) at the rate provided for in the Term
Credit Agreement, whether or not such interest is an allowed claim under
applicable law) in accordance with Section 8.4 of the Term and Note Security Agreement;
and, after the Term and Note Secured Obligations have been Fully Paid, shall be
applied to the Revolver Secured Obligations in accordance with Section 8.4 of
the Revolver Security Agreement; and  (z)In
the event that any Collateral Agent receives the proceeds of any Collateral in
contravention of the preceding paragraphs (x) and (y), it shall hold such
proceeds in trust for, and promptly turn over such proceeds (in the same form
as received, with any necessary non-recourse endorsement) to the proper
Collateral Agent in accordance with the provisions of clause (x) and (y) above;
provided, however, that in the event any Collateral Agent fails
to provide any such endorsement, the applicable Collateral Agent, or any of its
officers or employees, is hereby irrevocably authorized to make the same (which
authorization, being coupled with an interest, is irrevocable).  (iii)          For the avoidance of doubt, it is
understood and agreed that the Revolver Collateral Agent may apply proceeds
held in the Master Collection Account (as defined in the Revolving Credit  8


Agreement) and any Deposit Account (as defined in the Revolving Credit
Agreement) pursuant to and in accordance with the express terms of the
Revolving Credit Agreement, and that the mandatory prepayments provided for in
Section 4.5 of the Revolving Credit Agreement and Section 4.2 of the Term
Credit Agreement may be applied in a manner consistent with the terms of such
respective agreements.  (iv)          Each of the parties hereto
acknowledges that the Lien priorities provided in this Agreement shall not be
affected or impaired in any manner whatsoever, including, without limitation,
on account of (i) the invalidity, irregularity or unenforceability of all
or any part of the Loan Documents, the Senior Secured Notes Indenture or the
Senior Secured Notes; (ii) any amendment, change or modification of any
Loan Document, the Senior Secured Notes Indenture or the Senior Secured Notes;
or (iii) any impairment, modification, change, exchange, release or
subordination of or limitation on, any liability of, or stay of actions or lien
enforcement proceedings against, any Credit Party, its property, or its estate
in bankruptcy resulting from any bankruptcy, arrangement, readjustment,
composition, liquidation, rehabilitation, similar proceeding or otherwise
involving or affecting any Credit Party.  (b)Each
Collateral Agent hereby appoints each other as agent for purposes of perfecting
its respective security interests, Liens and claims in the Collateral (in each
case, whether such Collateral was delivered to the Revolver Collateral Agent,
the Term and Note Collateral Agent or the Mortgagee, as the case may be, prior
to, on or after the date hereof), in each case to the extent that such
perfection may be obtained by possession or control and hereby acknowledges
that it holds possession of such Collateral, including, without limitation, any
instruments, for the benefit of the other Collateral Agents.  On the date on which the Revolver Secured
Obligations are Fully Paid, the Revolver Collateral Agent shall deliver or
cause to be delivered any Collateral in its possession or control to the Term
and Note Collateral Agent.  On the date
on which the Term and Note Secured Obligations are Fully Paid, the Term and
Note Collateral Agent shall deliver or cause to be delivered any Collateral in
its possession or control to the Revolver Collateral Agent.  (c)The
parties hereto shall not challenge or question in any proceeding the validity,
perfection, priority or enforceability of this Agreement, as a whole, or any
term or provision contained herein or the validity or enforceability of any
Lien, Mortgage or financing statement in favor of any Collateral Agent or the
relative priority of any such Lien or Mortgage.  (d)In
the event of any Refinancing of the Revolver Secured Obligations, the Term and
Note Collateral Agent and the Term and Note Secured Creditors, including the
Senior Secured Notes Trustee, for itself and the Senior Secured Noteholders, do
hereby confirm (and, upon request, agree to reconfirm at any time) the
continued applicability of the provisions hereof in respect of the relative
priority between the Liens securing the Term and Note Secured Obligations and
the Liens securing any Obligations incurred as a result of the Refinancing of
the Revolver Secured Obligations, but only to the extent that such Refinancing
is consummated in accordance with all applicable provisions of the Term Credit
Agreement.  In connection with any
Refinancing of all or any portion of the Revolver Secured Obligations prior to
the occurrence of a Bankruptcy Event, the Term and Note Collateral Agent, on
behalf of each Term and Note Secured Creditor, shall, if requested by Borrower
or the existing or new holders of the Revolver Secured Obligations, execute an
intercreditor agreement or amend and restate this Agreement in a manner that is
substantially similar to this Agreement with the lenders under such
Refinancing.  9


(e)In
the event of any Refinancing of the Term and Note Secured Obligations, the
Revolver Collateral Agent and the Revolver Secured Creditors and the Senior
Secured Notes Trustee, for itself and the Senior Secured Noteholders, do hereby
confirm (and, upon request, agree to reconfirm at any time) the continued
applicability of the provisions hereof in respect of the relative priority
between the Liens securing the Revolver Secured Obligations and the Liens
securing any Obligations incurred as a result of the Refinancing of the Term
and Note Secured Obligations, but only to the extent that such Refinancing is
consummated in accordance with all applicable provisions of the Revolving
Credit Agreement.  In connection with any
Refinancing of all or any portion of the Term and Note Secured Obligations
prior to the occurrence of a Bankruptcy Event, the Revolver Collateral Agent,
on behalf of each Revolver Secured Creditor, shall, if requested by Borrower or
the existing or new holders of the Term and Note Secured Obligations, execute
an intercreditor agreement or amend and restate this Agreement in a manner that
is substantially similar to this Agreement with the lenders under such
Refinancing.  (f)The
Term and Note Collateral Agent, for itself and each Term and Note Secured
Creditor (including, without limitation, the Senior Secured Notes Trustee, on
behalf of itself and the Senior Secured Noteholders), hereby waives any
requirement on the part of the Revolver Collateral Agent or the Revolver
Secured Creditors in respect of marshalling of assets constituting Revolver
First Priority Collateral upon any exercise of remedies by the Revolver
Collateral Agent or the Revolver Secured Creditors and, except as expressly set
forth herein, any requirement that the Revolver Collateral Agent or any
Revolver Secured Creditor exercise remedies with respect to collateral security
for the Revolver Secured Obligations in any particular order or any particular
manner.  The Revolver Collateral Agent,
on behalf of itself and each Revolver Secured Creditor, hereby waives any
requirement on the part of the Term and Note Collateral Agent or the Term and
Note Secured Creditors in respect of marshalling of assets constituting Term
and Note First Priority Collateral upon any exercise of remedies by the Term
and Note Collateral Agent or the Term and Note Secured Creditors and, except as
expressly set forth herein, any requirement that the Term and Note Collateral
Agent or any Term and Note Secured Creditor exercise remedies with respect to
collateral security for the Term and Note Secured Obligations in any particular
order or any particular manner.  (g)Nothing
in this Agreement shall relieve any Assignor from the performance of any term,
covenant, condition or agreement on such Assignors part to be performed or
observed under or in respect of any of the Collateral pledged by it or from any
liability to any Person under or in respect of any of such Collateral or impose
any obligation on any Collateral Agent to perform or observe any such term,
covenant, condition or agreement on such Assignors part to be so performed or
observed or impose any liability on any Collateral Agent for any act or
omission on the part of such Assignor relative thereto or for any breach of any
representation or warranty on the part of such Assignor contained in this
Agreement or any other Loan Document or the Senior Secured Notes Indenture, or
in respect of the Collateral pledged by it. 
The obligations of each Assignor contained in this paragraph shall
survive the termination of this Agreement and the discharge of such Assignors
other obligations hereunder.  10


Section 3.Certain Intercreditor Agreements
Regarding Refinancing of Bank Obligations, Amendments to Loan Documents and
Related Matters.  (a)The
Senior Secured Notes Trustee agrees, acknowledges and consents that, until the
Bank Obligations are Fully Paid, at any time and from time to time without the
consent of or notice to the Senior Secured Notes Trustee or any Senior Secured
Noteholder and, without incurring responsibility to the Senior Secured Notes
Trustee or any Senior Secured Noteholder, and without impairing or releasing
the subordination provided for herein or the obligations hereunder, any or all
of the Revolver Loan Documents and/or any or all of the Term Loan Documents
and/or any or all of the Obligations thereunder may be Refinanced, refunded,
replaced, amended, extended, renewed, restated, supplemented or otherwise
modified in any way whatsoever, including, without limitation, to:  (i) shorten or
extend the final maturity of all or any part of the Revolver Secured
Obligations or Term and Note Secured Obligations (other than the Senior Secured
Notes Obligations), (ii) modify the amortization of the principal amount of all
or any part of the Revolver Secured Obligations or Term and Note Secured
Obligations (other than the Senior Secured Notes Obligations), (iii) to the
extent permitted by the Senior Secured Notes Indenture, increase the principal amount
of the Revolver Secured Obligations or Term and Note Secured Obligations (other
than the Senior Secured Notes Obligations), or otherwise provide for additional
advances and grant any lien, mortgage, pledge, hypothecation, collateral
assignment, security interest, encumbrance, charge, deposit arrangement or
other similar encumbrance to secure any such increased indebtedness and,
irrespective of the time, order or method of creation, attachment or perfection
thereof or the filing or recording thereof, make any such lien, mortgage,
pledge, hypothecation, collateral assignment, security interest, encumbrance,
charge, deposit arrangement or other similar encumbrance, in each case subject
to Section 2, including the lien priorities set forth set forth therein,
(iv) raise the standard or default per annum interest rates applicable to all
or any part of the Revolver Secured Obligations or Term and Note Secured
Obligations (other than the Senior Secured Notes Obligations), (v) impose any
additional fees or penalties upon Borrower or any of its subsidiaries or
increase the amount of or rate for any fees or penalties provided for in the
Revolver Loan Documents or Term Loan Documents, (vi) retain or obtain a lien,
mortgage, pledge, hypothecation, collateral assignment, security interest,
encumbrance, charge, deposit arrangement or other similar encumbrance on any
property to secure any of the Revolver Secured Obligations or Term and Note
Secured Obligations, (vii) enter into any new, replaced, amended, extended, renewed,
restated, supplemented or otherwise modified Revolver Loan Documents or Term
Loan Documents, (viii) change the manner, place or terms of payment or extend
the time of payment of, or renew or alter, all or any of the Revolver Secured
Obligations or Term and Note Secured Obligations (other than the Senior Secured
Notes Obligations) or otherwise Refinance, refund, replace, amend, extend,
renew, restate, supplement or otherwise modify in any manner, or grant any
waiver, forbearance or release with respect to, all or any part of the Revolver
Secured Obligations or Term and Note Secured Obligations (in each case, other
than the Senior Secured Notes Obligations) or any Revolver Loan Document or
Term Loan Document, (ix) retain or obtain the primary or secondary obligation
of any other Person with respect to any of the Revolver Secured Obligations or
Term and Note Secured Obligations (other than the Senior Secured Notes
Obligations), (x) release any Person liable in any manner under or in respect
of Revolver Secured  11


Obligations or
Term and Note Secured Obligations (other than the Senior Secured Notes
Obligations) or, acting in accordance with the relevant Security Documents,
release or compromise any obligation of any nature of any Person with respect
to any of the Revolver Secured Obligations or Term and Note Secured
Obligations, (xi) except to the extent in violation of the Senior Secured Notes
Indenture, sell, exchange, not perfect or otherwise deal with any property at
any time pledged, assigned or mortgaged to secure or otherwise securing, all or
any part of the Revolver Secured Obligations or Term and Note Secured
Obligations, including without limitation, any Collateral, (xii) subject to Section
4, release its security interest in, or surrender, release or permit any
substitution or exchange for, all or any part of any property securing any
Revolver Secured Obligations or Term and Note Secured Obligations, or release,
compromise, alter or exchange any obligations of any nature of any Person with
respect to any such property, (xiii) amend or grant any waiver or release with
respect to, or consent to any departure from, any guaranty of all or any of the
Revolver Secured Obligations or Term and Note Secured Obligations (other than
the Senior Secured Notes Obligations), (xiv) grant any lien, mortgage, pledge,
hypothecation, collateral assignment, security interest, encumbrance, charge,
deposit arrangement or other similar encumbrance, (xv) exercise or refrain from
exercising any rights or remedies against and release from obligations of any
type (other than the Senior Secured Notes Obligations), Borrower or any of its
subsidiaries or any other Person, (xvi) replace any Bank Agent, Collateral
Agent or Lender, whether or not in connection with a Refinancing and (xvii)
otherwise manage and supervise the Revolver Secured Obligations or Term and
Note Secured Obligations (other than the Senior Secured Notes Obligations) in
accordance with such persons usual practices, modified from time to time as
such person deems appropriate under the circumstances.  (b)The
Senior Secured Notes Trustee, for itself and on behalf of the Senior Secured
Noteholders, hereby irrevocably constitutes and appoints the Term and Note
Collateral Agent and any officer or agent of the Term and Note Collateral
Agent, with full power of substitution, as its true and lawful attorney-in-fact
with full irrevocable power and authority in the place and stead of the Senior
Secured Notes Trustee or such holder or in the Term and Note Collateral Agents
own name, from time to time in the Term and Note Collateral Agents discretion,
for the purpose of carrying out the terms of this Section 3, to take any
and all appropriate action and to execute and record any and all documents and
instruments which may be necessary or desirable to accomplish the purposes of
this Section 3, including, without limitation, any financing statements,
endorsements or other instruments of transfer or release.  In connection therewith, the Term and Note
Collateral Agent acknowledges its appointment under Section 11.03 of the Senior
Secured Notes Indenture as Second Priority Collateral Agent for the benefit
of the Senior Secured Notes Trustee and the holders of the Senior Secured
Notes, subject to all terms and conditions set forth in the Indenture.  (c)In
connection with any Refinancing, refunding, replacement, amendment, extension,
renewal, restatement, supplement or other modification of all or any portion of
the Revolver Secured Obligations or the Term and Note Secured Obligations prior
to the occurrence of a Bankruptcy Event, the Senior Secured Notes Trustee, on
behalf of each Senior Secured Noteholder, does hereby (i) confirm (and, upon
request, agrees to reconfirm at any time) the continued applicability of the
provisions hereof and (ii) consent to any successor, replacement or assignee of
any Revolver Agent, Term and Note Agent or Mortgagee becoming party to this
Agreement and/or any Security Agreement or Loan Document (including by
execution of an  12


assignment or
joinder agreement or other equivalent instrument) without any additional
consent or approval of the Senior Secured Notes Trustee; provided, however,
that, notwithstanding the foregoing, the Senior Secured Notes Trustee shall, if
requested by the Borrower, any Revolver Agent, Term and Note Agent or the
Mortgagee (or any successor, replacement or assignee thereof), or any existing
or new holder of Revolver Secured Obligations or Term and Note Secured
Obligations, upon receipt of the documents required by Section 9.06 of the
Senior Secured Notes Indenture, execute an intercreditor agreement, or an
amendment to or restatement of this Agreement substantially similar to this Agreement
(incorporating such amendments, modifications, waivers or variances which do
not materially adversely affect the rights and benefits of the holders of the
Senior Secured Notes in a different manner than the other Term and Note Secured
Creditors).  Section 4.Release of Liens.  (a)Subject
to the provisions of Section 4(b), each of the Revolver Collateral
Agent, the Term and Note Collateral Agent and the Mortgagee may, at any time or
from time to time, acting in accordance with the Revolver Security Agreement,
the Term and Note Security Agreement or, in the case of any Mortgage, the terms
of the Credit Agreements, as the case may be, release any Liens held by such
Collateral Agent against all or any portion of the Collateral.  (b)If
(i) the Revolver Collateral Agent releases the Liens on all Collateral in
respect of all Revolver Secured Obligations and the Term and Note Collateral
Agent releases the Liens on all Collateral in respect of all Term and Note
Secured Obligations (other than the Senior Secured Notes Obligations), or (ii)
all Revolver Secured Obligations and all Term and Note Secured Obligations
(other than the Senior Secured Notes Obligations) are Fully Paid, then all the
Liens on the Collateral securing the Senior Secured Notes Obligations will be
automatically released and terminated and the Term and Note Collateral Agent
shall have no further duties or obligations under the Term and Note Security
Agreement; provided, however, in the case of either clause (i) or
(ii) above, if a Default or Event of Default shall have occurred and be
continuing under the Senior Secured Notes Indenture, the Liens on the
Collateral securing the Senior Secured Notes Obligations shall not be released
and the Term and Note Security Agreement shall not terminate until such time as
the Default or Event of Default is cured or waived in accordance with the
Senior Secured Notes Indenture.  (c)Subject
to Section 4(b), the Senior Secured Notes Trustee agrees that its
consent shall not be required in connection with the release of all or any
portion of the Collateral at any time, including, without limitation, any time
that a Default or Event of Default shall have occurred and be continuing under
the Senior Secured Notes Indenture.  Section 5.                Notice of Intent to Foreclose.  (a)The
Revolver Collateral Agent will give the Term and Note Collateral Agent notice
of its intent to enforce any Lien upon any of the Revolver First Priority
Collateral.  The Term and Note Collateral
Agent will give the Revolver Collateral Agent notice of its intent to enforce
any Lien upon any of the Term and Note First Priority Collateral.  The notice required by this Section 5(a)
shall be required to be given by a party only if it intends to:  13


(i)            deliver
to any Credit Party written notice of its intent to enforce a Lien in full or
partial satisfaction of any obligation secured thereby;  (ii)           commence
legal action against any Credit Party for foreclosure or replevin or other
enforcement of a Lien; or  (iii)          take
possession of or title to, or deliver to any third party possession of or title
to, any real or personal property of any Credit Party (other than possession of
cash in accounts expressly contemplated by the Credit Documents or possession
of property by the Bank Agents as a means of perfection);  (b)The
notice required by Section 5(a):  (i)            shall
not be required in any other instance or as to any other action or event
(including, for purposes of illustration and not by way of limitation, any incurrence,
payment or acceleration of any of the Obligations or any amendment or waiver of
the terms thereof, any exercise of a right of setoff, any notification to
account debtors to make payment directly to the secured party or any other
exercise of collection rights or the institution of any other legal
proceedings, including suit to collect any debt or claim or the commencement of
any bankruptcy case, receivership  or
insolvency proceeding);  (ii)           need
only state that it is given pursuant to the provisions of this Agreement and
that Lien enforcement action may be taken by the party giving the notice, and
need not disclose or describe the action to be taken; and  (iii)          shall
be given at least five (5) business days prior to the date on which any
enforcement action described above is taken, except that a party may give such
notice promptly after taking such enforcement action if it in good faith
believes that immediate enforcement action is or may be required to protect its
interest in the property subject to its Liens.  (c)No
liability or defense shall arise, no Lien shall be lost, invalidated or
impaired, and no action taken in enforcement of a Lien shall be annulled, set
aside, affected, or impaired, as a result of any notice required by this
Agreement not being given or being defectively given.  Section 6.                Consent to License of
Intellectual Property; Access to Information; Access to Real Property to
Process and Sell Inventory.  (a)(i)  The Term and Note Collateral Agent hereby (A)
acknowledges and consents to the grant to the Revolver Collateral Agent by the
Credit Parties on the date hereof of a limited, nonexclusive royalty-free
license in the form of Annex A hereto (the Closing Date License) and (B)
agrees that its Liens in the Term and Note First Priority Collateral shall be
subject to the Closing Date License. 
Furthermore, in connection with any foreclosure sale conducted in
foreclosure of any Lien on the Term and Note First Priority Collateral, or any
part thereof, the Term and Note Collateral Agent hereby agrees that (x) any
notice required to be given by the Term and Note Collateral Agent in connection
with such foreclosure sale shall contain an acknowledgement that such Term and
Note Collateral Agents Lien is subject to the Closing Date License and (y) it
shall deliver a copy of the Closing Date License to any purchaser at such  14


foreclosure and
inform such purchaser that such Term and Note Collateral Agents Lien is
subject to the Closing Date License.  (ii)  If so
required by any Collateral Agent (the Requesting Agent), each other
Collateral Agent (the Responding Agent) shall deliver its written consent
(given without any representation, warranty, or obligation whatsoever) to any
grant by any Credit Party to the Requesting Agent of a limited, non-exclusive
royalty-free license to use any patent, trademark, or priority information of
obligor that is subject to a Lien held by such Responding Agent, in connection
with the enforcement of any Lien held by the Requesting Agent upon any of the
Revolver First Priority Collateral or the Term and Note First Priority
Collateral, as applicable, in accordance with the terms hereof, and to the
extent appropriate, in the good faith opinion of the Requesting Agent, to
process, ship, produce, store, complete, supply, lease, sell or otherwise
dispose of any Revolver First Priority Collateral or Term and Note First
Priority Collateral or to collect or otherwise realize upon any Revolver First
Priority Collateral consisting of accounts (Account Collection), as
applicable, in any lawful manner for the purpose of disposing of such
Collateral (any such actions or activities taken by the Requesting Agent shall
be at the expense of the Requesting Agent). 
Any consent so delivered by the Responding Agent shall be binding on its
successors and assigns.  (iii)  If any
Collateral Agent or any Lender becomes the owner of any patent, trademark or
proprietary information of any Credit Party as a result of the exercise of
remedies by such Collateral Agent with respect to its Lien on such patent,
trademark or proprietary information, then upon request of the Requesting
Agent, the Responding Agent shall grant to the Requesting Agent a limited,
nonexclusive royalty-free license (a Disposition License) to use any such
patent, trademark, or proprietary information to the extent necessary to
enforce any Lien held by the Requesting Agent upon any of the Revolver First
Priority Collateral or the Term and Note First Priority Collateral, as
applicable, and to the extent appropriate, in the good faith opinion of the
Requesting Agent, to process, collect, ship, produce, store, complete, supply,
lease, sell or otherwise dispose of any Revolver First Priority Collateral or
Term and Note First Priority Collateral in any lawful manner (any such actions
or activities taken by the Requesting Agent shall be at the expense of the
Requesting Agent).  Any license so
granted by the Responding Agent shall be binding on its successors and
assigns.  Furthermore, to the extent the
Responding Agent becomes the owner of any patent, trademark or proprietary
information of any Credit Party as a result of the exercise of remedies by such
Collateral Agent with respect to its Lien on such patent, trademark or proprietary
information, the Responding Agent shall not make any subsequent sale or
transfer of such patent, trademark or proprietary information unless the
purchaser or transferee thereof agrees in writing to provide a Disposition
License to any Collateral Agent requesting one of such purchaser or transferee.  (b)If
any Collateral Agent takes actual possession of any documentation of any Credit
Party (whether such documentation is in the form of a writing or is stored in
any data equipment or data record in the physical possession of such Collateral
Agent), then upon request of the Requesting Agent and reasonable advance
notice, the Responding Agent will permit the Requesting Agent or its
representative to inspect and copy such documentation if and to the extent the
Requesting Agent certifies to the Responding Agent that:  15


(i)            such
documentation contains or may contain information necessary or appropriate, in
the good faith opinion of the Requesting Agent, to the enforcement of
Requesting Agents Liens upon any Revolver First Priority Collateral or Term
and Note First Priority Collateral, as the case may be; and  (ii)           the
Requesting Agent is entitled to receive and use such information as against the
Credit Parties and their suppliers, customers and contracts, and under
applicable law, and, in doing so, will comply with all obligations imposed by
law or contract in respect of the disclosure or use of such information.  (c)If,
upon enforcement of the Term and Note Collateral Agents Lien, such Term and
Note Collateral Agent takes actual possession of any real property of any
Credit Party, then, if so requested by the Revolver Collateral Agent and upon
reasonable advance notice, the Term and Note Collateral Agent will allow the
Revolver Collateral Agent and its officers, employees, and agents reasonable
and non-exclusive access to and use of such property for a period not exceeding
180 consecutive calendar days (the Processing and Sale Period), as necessary
or reasonably appropriate to process, ship, produce, store, complete, supply,
lease, sell, or otherwise dispose of, in any lawful manner, any inventory upon
which the Revolver Collateral Agent holds a Lien, or to effectuate Account
Collection, subject to the following conditions and limitations:  (x) the Processing and Sale Period shall
commence on the date the Term and Note Collateral Agent takes possession of
such real property and shall terminate on the earlier of (i) the day that is
180 days thereafter; and (ii) the day on which all inventory (other than
inventory acknowledged to have been abandoned by the Revolver Collateral Agent)
has been removed from such property and the Account Collection has been fully
effectuated and (y) the Revolver Collateral Agent, at its expense, shall repair
any damage to such property caused by its exercise of the rights contained in
this Section 6(c).  (d)The
Term and Note Collateral Agent may condition its performance of any obligation
set forth in this Section 6 upon its prior receipt (without cost to it)
of:  (i)            such
assurances as it may reasonably request to confirm that the performance of such
obligation and all activities of the Revolver Collateral Agent or its officers,
employees, and agents in connection therewith or incidental thereto:  (x)            will
be permitted, lawful, and enforceable as against the Credit Parties and their
suppliers, customers, and contracts and under applicable law and will be
conducted in accordance with prudent manufacturing practices; and  (y)           will
not impose upon the Term and Note Collateral Agent any legal duty, legal
liability, or risk of uninsured loss; and  (ii)           such
indemnity or insurance as the Term and Note Collateral Agent may reasonably
request in connection therewith.  (e)The
Borrower and the other Credit Parties consent to the performance by the Term
and Note Collateral Agent of the obligations set forth in this Agreement and
acknowledge and agree that the Term and Note Collateral Agent shall never be
accountable or liable for any action taken or omitted by the Revolver
Collateral Agent or its officers, employees, and agents in  16


connection
therewith or incidental thereto or in consequence thereof, including any
improper use or disclosure or any proprietary information or other intellectual
property by the Revolver Collateral Agent or its officers, employees, agents,
successors, or assigns or any other damage to or misuse or loss of any property
of any Credit Party as a result of any action taken or omitted by the Revolver
Collateral Agent.  The Revolver
Collateral Agent hereby agrees to indemnify the Term and Note Collateral Agent
for any losses or liabilities described in this Section 6(e).  Section 7.Exercise of Remedies - Senior
Secured Notes Trustee.  (a)Notwithstanding
anything to the contrary in this Agreement or the Senior Secured Notes
Indenture, until the Term Bank Obligations are Fully Paid and, so long as all
Liens securing the Senior Secured Notes Obligations have not been released, (i)
neither the Senior Secured Notes Trustee nor any Senior Secured Noteholder
shall have any right or power to exercise or seek to exercise any rights or
remedies (including setoff or recoupment) with respect to any Collateral (other
than to receive a share of the Proceeds (as defined in the Term and Note
Security Agreement or the applicable Mortgage, as the case may be) of such
Collateral, if any, as and when provided in the Term and Note Security
Agreement or the applicable Mortgage, as the case may be), including, without
limitation, the following: (w) to institute any action or proceeding with
respect to any Collateral, including, without limitation, any action of
foreclosure, (x) contest, protest or object to (1) any foreclosure proceeding
or action brought by any Bank Agent or Collateral Agent, (2) the exercise of
any right under any lockbox agreement, control agreement, landlord waiver or
bailees letter or similar agreement or arrangement to which any Bank Agent or
Revolver Secured Creditor is a party, or (3) any other exercise by any such
party of any rights and remedies relating to the Collateral under any Revolver
Loan Documents, any Term Loan Documents or otherwise, (y) object to the
forbearance by any Bank Agent or Lender from bringing or pursuing any
foreclosure proceeding or action or any other exercise of any rights or
remedies relating to the Collateral or (z) demand, accept or obtain any lien,
mortgage, pledge, hypothecation, collateral assignment, security interest,
encumbrance, charge, deposit arrangement or other similar encumbrance on any
Collateral (other than from time to time as granted pursuant to the Term and
Note Security Agreement or the Mortgages); and (ii) the Bank Agents and the
Lenders shall have the exclusive right to enforce rights, exercise remedies
(including, without limitation, setoff, recoupment and the right to credit bid
any Obligations) and make determinations regarding release (subject to Section
4), disposition, or restrictions with respect to the Collateral without any
consultation with or the consent of the Senior Secured Notes Trustee or any
Senior Secured Noteholder.  In exercising
rights and remedies with respect to the Collateral, the Bank Agents and the
Lenders may (acting in accordance with the terms of the applicable Loan
Documents) enforce the provisions of the Revolver Loan Documents and the Term
Loan Documents and exercise remedies thereunder, all in such order and in such
manner as they may determine in the exercise of their sole discretion.  Such exercise and enforcement shall include,
without limitation, the rights of an agent or other representative appointed by
them to sell or otherwise dispose of Collateral upon foreclosure, to incur
expenses in connection with such sale or disposition, and to exercise all the
rights and remedies of a secured lender under the Uniform Commercial Code of
any applicable jurisdiction and of a secured creditor under bankruptcy or
similar laws of any applicable jurisdiction.  (b)In
the event that the Senior Secured Notes Trustee receives proceeds of any
Collateral, it shall hold such proceeds in trust for, and promptly turn over
such proceeds (in the  17


same form as
received, with any necessary non-recourse endorsement) to, the Term and Note
Collateral Agent, which shall in turn, if required, dispose of such Collateral
in accordance with the provisions of Section 2(a)(ii); provided, however,
that in the event that the Senior Secured Notes Trustee fails to provide any
such endorsement, the Term and Note Collateral Agent is hereby irrevocably
authorized to make the same (which authorization, being coupled with an
interest, is irrevocable).  (c)The
Senior Secured Notes Trustee, for itself and on behalf of the Senior Secured Noteholders,
agrees that the Senior Secured Notes Trustee and the Senior Secured Noteholders
will not take any action that would hinder any exercise of remedies undertaken
by the Collateral Agents under the Security Documents or the Bank Agents under
the Loan Documents, including any sale, lease, exchange, transfer or other
disposition of the Collateral, whether by foreclosure or otherwise.  (d)Without
limiting the generality of the foregoing, in any bankruptcy case of a pledgor
of Collateral, neither the Senior Secured Notes Trustee nor the Senior Secured
Noteholders shall directly or indirectly (i) object to the terms of any use of
cash collateral or debtor in possession financing consented to by the Bank
Agents, or file any pleading with respect to use of cash collateral or debtor
in possession financing without the prior express written consent of the Bank
Agents in each instance, provided the Senior Secured Notes Obligations
and Term Bank Obligations are treated similarly in connection with any such use
of cash collateral or financing, (ii) object to any adequate protection,
including additional or replacement liens or administrative priority claims,
consented to by the Bank Agents, or file any pleading with respect to any such
adequate protection, without the prior express written consent of the Bank
Agents in each instance, provided the Senior Secured Notes Obligations
and Term Bank Obligations are treated similarly in connection with any such
adequate protection, (iii) seek relief from the automatic stay, or object to
any relief from the automatic stay requested by the Bank Agents, with respect
to any portion of the Collateral, without the prior express written consent of
the Bank Agents in each instance, provided the Senior Secured Notes
Obligations and Term Bank Obligations are treated similarly in connection with
any such motion, (iv) object to any sale of all or any portion of the
Collateral consented to by the Bank Agents, or file any pleading with respect
to the sale of all or any portion of the Collateral, without the prior express
written consent of the Bank Agents in each instance, provided the Senior
Secured Notes Obligations and Term Bank Obligations are treated similarly in
connection with any such sale, or (v) appear and be heard on any matter in such
case in a manner inconsistent with the terms and provisions of this Agreement.  (e)Unless
and until all Bank Obligations have been Fully Paid, the Bank Agents and the
Lenders shall have the sole and exclusive right, subject to the rights of the Borrower
under the Loan Documents, to adjust settlement for any insurance policy
governing the Collateral in the event of any loss thereunder and to approve any
award granted in any condemnation or similar proceeding affecting the
Collateral.  Section 8.Exercise of Remedies - Collateral
Agents.  (a)Notwithstanding
anything to the contrary in this Agreement or the Term Loan Documents, until
the Revolver Bank Obligations are Fully Paid and, so long as all Liens on the  18


Revolver First
Priority Collateral securing the Revolver Secured Obligations have not been
released, (i) neither the Term and Note Collateral Agent nor any lender under
the Term Credit Agreement shall have any right or power to exercise or seek to
exercise any rights or remedies prior to any Bankruptcy Proceeding (including
setoff or recoupment) with respect to any Revolver First Priority Collateral
(other than to receive a share of the Proceeds (as defined in the Term and Note
Security Agreement or the applicable Mortgage, as the case may be) of such
Revolver First Priority Collateral, if any, as and when provided in the Term
and Note Security Agreement or the applicable Mortgage, as the case may be),
including, without limitation, the following: (w) to institute any action or
proceeding with respect to any Revolver First Priority Collateral, including,
without limitation, any action of foreclosure, (x) contest, protest or object
to (1) any foreclosure proceeding or action brought by the Revolver Collateral
Agent, (2) the exercise of any right under any lockbox agreement, control
agreement, landlord waiver or bailees letter or similar agreement or
arrangement to which the Revolver Collateral Agent is a party, or (3) any other
exercise by any such party, of any rights and remedies relating to the Revolver
First Priority Collateral under any Revolver Loan Documents or otherwise, (y)
object to the forbearance by the Revolver Agent from bringing or pursuing any
foreclosure proceeding or action or any other exercise of any rights or
remedies relating to the Revolver First Priority Collateral or (z) demand,
accept or obtain any lien, mortgage, pledge, hypothecation, collateral
assignment, security interest, encumbrance, charge, deposit arrangement or other
similar encumbrance on any Revolver First Priority Collateral (other than from
time to time as granted pursuant to the Term and Note Security Agreement or the
Mortgages), provided that the Term and Note Collateral Agent may demand a
second and subordinate lien on any Revolver First Priority Collateral; and (ii)
the Revolver Collateral Agent shall have the exclusive right to enforce rights,
exercise remedies (including, without limitation, setoff, recoupment and the
right to credit bid any Obligations) and make determinations regarding release
(subject to Section 4), disposition, or restrictions with respect to the
Revolver First Priority Collateral without any consultation with or the consent
of the Term and Note Collateral Agent. 
In exercising rights and remedies with respect to the Revolver First
Priority Collateral, the Revolver Collateral Agent may (acting in accordance
with the terms of the applicable Loan Documents) enforce the provisions of the
Revolver Loan Documents and exercise remedies thereunder, all in such order and
in such manner as it may determine in the exercise of its sole discretion.  Such exercise and enforcement shall include,
without limitation, the rights of an agent or other representative appointed by
it to sell or otherwise dispose of Revolver First Priority Collateral upon
foreclosure, to incur expenses in connection with such sale or disposition, and
to exercise all the rights and remedies of a secured lender under the Uniform
Commercial Code of any applicable jurisdiction and of a secured creditor under
bankruptcy or similar laws of any applicable jurisdiction.  (b)Notwithstanding
anything to the contrary in this Agreement or the Revolver Loan Documents,
until the Term and Note Secured Obligations are Fully Paid and, so long as all
Liens on the Term and Note First Priority Collateral securing the Term and Note
Secured Obligations have not been released, (i) neither the Revolver Collateral
Agent nor any lender under the Revolving Credit Agreement shall have any right
or power to exercise or seek to exercise any rights or remedies prior to any
Bankruptcy Proceeding (including setoff or recoupment) with respect to any Term
and Note First Priority Collateral (other than to receive a share of the
Proceeds (as defined in the Revolver Security Agreement or the applicable
Mortgage, as the case may be) of such Term and Note First Priority Collateral,
if any, as and when provided in the Revolver Security Agreement or the
applicable Mortgage, as the case may be), including,  19


without
limitation, the following: (w) to institute any action or proceeding with
respect to any Term and Note First Priority Collateral, including, without
limitation, any action of foreclosure, (x) contest, protest or object to (1)
any foreclosure proceeding or action brought by the Term and Note Collateral
Agent, (2) the exercise of any right under any lockbox agreement, control
agreement, landlord waiver or bailees letter or similar agreement or
arrangement to which the Term and Note Collateral Agent is a party, or (3) any
other exercise by any such party, of any rights and remedies relating to the
Term and Note First Priority Collateral under any Term Loan Documents or
otherwise, (y) object to the forbearance by the Term and Note Agent from
bringing or pursuing any foreclosure proceeding or action or any other exercise
of any rights or remedies relating to the Term and Note First Priority
Collateral or (z) demand, accept or obtain any lien, mortgage, pledge, hypothecation,
collateral assignment, security interest, encumbrance, charge, deposit
arrangement or other similar encumbrance on any Term and Note First Priority
Collateral (other than from time to time as granted pursuant to the Revolver
Security Agreement or the Mortgages), provided that the Revolver Collateral
Agent may demand a second and subordinate lien on any Term and Note First
Priority Collateral; and (ii) the Term and Note Collateral Agent shall have the
exclusive right to enforce rights, exercise remedies (including, without
limitation, setoff, recoupment and the right to credit bid any Obligations) and
make determinations regarding release (subject to Section 4),
disposition, or restrictions with respect to the Term and Note First Priority
Collateral without any consultation with or the consent of the Term and Note
Collateral Agent.  In exercising rights
and remedies with respect to the Term and Note First Priority Collateral, the
Term and Note Collateral Agent may (acting in accordance with the terms of the
applicable Loan Documents) enforce the provisions of the Term Loan Documents
and exercise remedies thereunder, all in such order and in such manner as it
may determine in the exercise of its sole discretion.  Such exercise and enforcement shall include,
without limitation, the rights of an agent or other representative appointed by
it to sell or otherwise dispose of Term and Note First Priority Collateral upon
foreclosure, to incur expenses in connection with such sale or disposition, and
to exercise all the rights and remedies of a secured lender under the Uniform
Commercial Code of any applicable jurisdiction and of a secured creditor under
bankruptcy or similar laws of any applicable jurisdiction.  (c)Unless
and until all Revolver Bank Obligations have been Fully Paid, the Revolver
Agent shall have the sole and exclusive right, subject to the rights of the
Borrower under the Loan Documents, to adjust settlement for any insurance
policy governing the Revolver First Priority Collateral in the event of any
loss thereunder and to approve any award granted in any condemnation or similar
proceeding affecting the Revolver First Priority Collateral.  Unless and until all Term and Note Secured
Obligations have been Fully Paid, the Term and Note Collateral Agent shall have
the sole and exclusive right, subject to the rights of the Borrower under the
Loan Documents, to adjust settlement for any insurance policy governing the
Term and Note First Priority Collateral in the event of any loss thereunder and
to approve any award granted in any condemnation or similar proceeding
affecting the Term and Note First Priority Collateral.  Section 9.Provisions Applicable After
Bankruptcy.  Each Collateral Agent agrees: (i) that in any
bankruptcy proceeding it will not object to or oppose (or encourage any other
Person to object to or oppose) any claim, action, objection or other proceeding
challenging the application by, or grant to, the Other Collateral Agent of adequate
protection rights in any bankruptcy proceeding to the extent such claim of
adequate protection is made solely with  20


respect to Other Creditor First Priority Collateral, including liens or
claims granted, or payments made, in consideration thereof; provided, that if
such adequate protection is sought or granted in the form of additional or
replacement liens or administrative claims in the bankruptcy proceeding, such
Collateral Agent shall be entitled to so object to the extent that such
Collateral Agent is not provided adequate protection of its interests in the
Other Creditor First Priority Collateral in the same form, but with the
priority as set forth in this Agreement; (ii) that in any bankruptcy proceeding
it will not object to or oppose (or encourage any other Person to object to or
oppose) any (a) use of cash collateral under Section 363 of the Bankruptcy Code
with respect to the Other Creditor First Priority Collateral consented to by
the Other Collateral Agent, (b) debtor in possession financing under Section
364 of the Bankruptcy Code to the extent secured solely by the Other Creditor
First Priority Collateral and consented to by the Other Collateral Agent,
including any such financing that refinances all or any portion of the
Obligations or (c) motion for relief from stay by the Other Collateral Agent
solely with respect to the Other Creditor First Priority Collateral; and (iii)
that it will not object to or oppose (or encourage any other Person to object
to or oppose), and will be deemed to have consented to, any sale or other
disposition of any Other Creditor First Priority Collateral free and clear of
its security interests, liens or other claims under Section 363 of the
Bankruptcy Code or any other provision of the Bankruptcy Code if the Other Collateral
Agent has consented to such sale or disposition of such assets and if the
proceeds thereof are fully applied in accordance with the priorities set forth
in this Agreement or, to the extent not so applied, the liens of such
Collateral Agent attach to the proceeds with the same priority as set forth in
this Agreement.  Section 10.             Disclaimers, Etc.  (a)Each
party executing this Agreement agrees, for itself and on behalf of the relevant
Secured Creditors, that (i) each Collateral Agent may act as the Revolver
Instructing Group or the Term and Note Instructing Group, as the case may be,
may direct (regardless of whether any Secured Creditor or any holder
represented thereby agrees, disagrees or abstains with respect to such
request), (ii) each Collateral Agent shall have no liability for acting in
accordance with such request (provided such action does not, on its
face, conflict with the express terms of this Agreement) and (iii) no Secured
Creditor or any holder represented thereby shall have any liability to any
other Secured Creditor or any holder represented thereby for any such request.  (b)For
the avoidance of doubt, each Collateral Agent may at any time request
directions from the Revolver Instructing Group or the Term and Note Instructing
Group, as the case may be, as to any course of action or other matter relating
hereto or as to any Security Document. 
Except as otherwise expressly specified in this Agreement, any such
directions given by the Revolver Instructing Group or the Term and Note Instructing
Group shall be binding on the Revolver Secured Creditors and the Term and Note
Secured Creditors, respectively, for all purposes as described in this
Agreement.  (c)The
provisions of Article XI of the Term and Note Security Agreement are incorporated
herein by reference thereto.  (d)Notwithstanding
the use of the term Agent herein and/or in any Loan Document, it is expressly
understood and agreed that no Collateral Agent shall have any  21


fiduciary
responsibilities to any Secured Creditor by reason of this Agreement, any
Security Agreement or any Loan Document and that each Collateral Agent is
merely acting as the contractual representative of the applicable Secured
Creditors with only those duties as are expressly set forth in this Agreement
and the Security Agreements and Mortgages, as the case may be.  In its capacity as the Secured Creditors
contractual representative, no Collateral Agent assumes any fiduciary duties to
any of the Secured Creditors and each is acting as an independent contractor,
the rights and duties of which are limited to those expressly set forth in this
Agreement and the Security Agreements and Mortgages, as the case may be.  Each party hereto, for itself and on behalf
of the relevant Secured Creditors hereby agrees not to assert a claim against a
Collateral Agent on any agency theory or any other theory of liability for
breach of fiduciary duty, all of which claims each party hereto, on behalf of
each Secured Creditor, hereby waives.  In
addition, no Collateral Agent shall have any implied duties to any Secured
Creditor or any obligation to any Secured Creditor to take any action hereunder
or under any Security Agreement or Mortgage, except any action specifically
provided herein or therein to be taken by such Collateral Agent.  Section 11.Notices of Default and of Payment
in Full of Indebtedness.  Each party hereto agrees to use reasonable
efforts togive to the others
copies of any written notices of default, termination, demand for payment,
redemption, acceleration, foreclosure, exercise of remedies and any other
written notice of a like nature, which may be given under or pursuant to the
terms of any of the applicable Loan Documents or the Senior Secured Notes
Indenture and of any notice contemplated under the definition of the term Fully
Paid herein, in each case concurrently with, or as soon as practicable after,
the giving of such notice to such party; provided, however, that
no failure of any party to give a copy of any such notice as provided herein
shall in any event affect the validity or effectiveness of the notice or render
the party liable to any other party in any respect or relieve any party of its
obligations and agreements contained herein; provided, further, however,
that in no event shall this Section 11 require the delivery of any
notices to Borrower.  Section 12.Notices.  All
notices and communications hereunder shall be sent or delivered by mail,
telecopier or overnight courier service and all such notices and communications
shall (i) in the case of a notice or communication sent by mail, be effective
three Business Days following deposit with proper prepaid postage in the mail;
(ii) in the case of a notice or communication sent by telecopier, be effective
when sent, provided appropriate confirmation is received by the sender; and
(iii) in the case of a notice or communication sent by overnight courier, be
effective on the date of delivery.  All
notices, requests, demands or other communications shall be in writing and
addressed as follows:  (i)          If to the Revolver Collateral Agent or
Revolver Bank Agent:  Deutsche Bank Trust
Company Americas
60 Wall Street, 2nd Floor
NYC60 - 0219
New York, New York 10005
Attention:  Frank Fazio
Telephone No.:  (212) 250-2267
Telecopier No.:  (212) 797-4655  22


with a copy to:  Winston & Strawn LLP
35 West Wacker Drive
Chicago, Illinois 60601
Attention:  Charles B. Boehrer
Telephone Number:  (312) 558-5600
Telecopier Number:  (312) 558-5700  (ii)           If to the Term and Note Collateral
Agent or Term Bank Agent or Mortgagee:  Deutsche Bank Trust
Company Americas
31 West 52nd Street
New York, New York  10022
Attention:  John Anos
Telephone No.:  (212) 469-2750
Telecopier No.:  (212) 469-3632  with a copy to:  Winston & Strawn LLP
35 West Wacker Drive
Chicago, Illinois 60601
Attention:  Charles B. Boehrer
Telephone Number:  (312) 558-5600
Telecopier Number:  (312) 558-5700  (iii)          If to the Senior Secured Notes
Trustee:  HSBC Bank USA, National
Association 452 Fifth Avenue Corporate Trust New York, New
York  10018
Attention:  Gloria Alli Telephone:  (212) 525-1404
Telecopier No.:  (212) 525-1300  with a copy to:  Pryor Cashman
Sherman & Flynn LLP 
410 Park Avenue 
New York, New York 10022
Attention:  Ronald T. SarubbiTelephone No.:  (212) 326-0490
Telecopier No.:  (212) 798-6307  or at such other address or to any such successor or
assign as any party may designate by notice to the other party in accordance
with the provisions hereof.  In the event
that any Secured  23


Creditor shall be required by the Uniform Commercial
Code or any other applicable law to give notice to the Borrower or any other
Secured Creditor of the intended disposition of any Collateral, such notice
shall be given as provided in the Term and Note Security Agreement and ten days
notice shall be deemed to be commercially reasonable.  Each Term and Note Secured Creditor,
including the Senior Secured Notes Trustee, hereby appoints the Term and Note
Collateral Agent as its agent and representative for purposes of giving and
receiving notices under the Term and Note Security Documents.  (a)Upon written request from the Term and
Note Collateral Agent, the Senior Secured Notes Trustee agrees to promptly
notify the Term and Note Collateral Agent of (i) the aggregate amount of
principal and interest outstanding and other amounts owing with respect to the
Senior Secured Notes and the amount, if any, then due and payable under the Senior
Secured Notes Indenture, as at such date as the Term and Note Collateral Agent
may specify and (ii) any payment received by the Senior Secured Notes Trustee
to be applied to the principal of or interest on the amounts due with respect
to the Senior Secured Notes.  Section 13.GOVERNING LAW.  THIS AGREEMENT 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 LAW (EXCEPT SECTION 5-1401
OF THE GENERAL OBLIGATIONS LAW).  Section 14.CONSENT TO JURISDICTION.  THE PARTIES HERETO HEREBY CONSENT TO THE
JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE CITY OF NEW YORK,
STATE OF NEW YORK AND IRREVOCABLY AGREE THAT ALL ACTIONS OR PROCEEDINGS
RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS.  EACH PARTY HERETO ACCEPTS FOR AND IN
CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, IN ANY SUCH
ACTIONS OR PROCEEDINGS, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND
WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND
BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT, AND WITH
ANY JUDGMENT SUBJECT TO RIGHTS OF APPEAL IN THE JURISDICTIONS SET FORTH ABOVE.  Section 15.WAIVER OF JURY TRIAL.  THE PARTIES HERETO HEREBY WAIVE THEIR
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT, OR ANY DEALINGS BETWEEN THEM RELATING TO THE
SUBJECT MATTER OF THIS AGREEMENT.  THE
PARTIES HERETO ALSO WAIVE ANY BOND OR SURETY OR SECURITY UPON SUCH BOND THAT
MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF THE PARTIES HERETO.  THE SCOPE OF THIS WAIVER IS INTENDED TO BE
ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT
AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT
LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER
COMMON LAW AND STATUTORY CLAIMS.  24


THE PARTIES HERETO EACH ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL
INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED
ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH WILL CONTINUE TO
RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS.  THE PARTIES HERETO FURTHER WARRANT AND
REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT
EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION
WITH LEGAL COUNSEL.  THIS WAIVER IS
IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING,
AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS
OR MODIFICATIONS TO THIS AGREEMENT.  IN
THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A
TRIAL BY THE COURT.  Section 16.Section Titles.  The section titles contained in this
Agreement are and shall be without substantive meaning or content of any kind
whatsoever and are not a part of the Agreement between the parties hereto.  Section 17.Counterparts.  This Agreement and any amendments, waivers,
consents or supplements may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all of which
counterparts together shall constitute but one and the same instrument.  Section 18.Severability.  The invalidity, illegality or
unenforceability of any provision in or obligation under this Agreement shall
not affect or impair the validity, legality or enforceability of the remaining
provisions or obligations under this Agreement.  Section 19.Assignment.  This Agreement shall be binding upon, and
inure to the benefit of, the Revolver Secured Creditors and the Term and Note
Secured Creditors and their respective successors and assigns regardless of
whether such successors or assigns are signatories hereto.  The term Borrower as used herein shall also
refer to the permitted successors and assigns of the Borrower, including,
without limitation, a receiver, trustee, custodian or
debtor-in-possession.  The Secured
Creditors shall have the right to assign, transfer or grant participations in
part or all of the senior debt owed to them, the security therefor and their
rights hereunder.  This Agreement shall
be binding upon and enure to the benefit of the Secured Creditors and their
successors and assigns.  Section 20.Conflict with Other Agreements.  The parties
hereto agree that in the event of any conflict between the provisions of this
Agreement and the provisions of any Loan Document, the provisions of this
Agreement shall control.  Section 21.Amendments and Waivers.  This Agreement constitutes the entire
agreement of the parties hereto and does not affect any rights and remedies
except as expressly provided herein. This Agreement shall be amended, modified
or waived only with the written consent of the Revolver Collateral Agent (with
such written requisite consent of the Lenders (as defined in the Revolving
Credit Agreement) as may be required pursuant to Section  25


13.1 of the Revolving Credit Agreement) and the Term and Note Collateral
Agent (with the written consent of the Required Lenders (as defined in the Term
Credit Agreement)), except that (i) written consent of the Senior Secured Notes
Trustee shall be required if the amendment, modification or waiver or variance
would materially adversely affect the rights and benefits of the Senior Secured
Noteholders in a different manner than the other Term and Note Secured
Creditors; and (ii) written consent of the Borrower shall be required if the
amendment, modification or waiver would impose, or have the effect of imposing,
on the Borrower more restrictive covenants or greater obligations than those
applicable to the Borrower under this Agreement or any of the Loan Documents as
of the date hereof.  No waiver shall be
deemed to be made by either Collateral Agent of their respective rights
hereunder, unless the same shall be in writing signed by such Collateral Agent
(acting in accordance with this Section 21), and each waiver, if any,
shall be a waiver only with respect to the specific instance involved and shall
in no way impair the rights of such Collateral Agent, in any other respect at
any other time.  Section 22.Miscellaneous.  This
Agreement is solely for the purpose of defining the relative rights and
priorities of the parties hereto and that of the Revolver Secured Creditors and
the Term and Note Secured Creditors and their respective successors and assigns
with respect to the Collateral, and no other person, firm, entity or
corporation shall have any right, benefit, priority or interest under, or
because of the existence of, this Agreement. 
It is expressly acknowledged and agreed that the Revolver Collateral
Agent and the Term and Note Collateral Agent may be referred to in one or more
Security Documents by other defined terms, including, without limitation, the Revolving
Credit Agreement Collateral Agent and the Term Credit Agreement Collateral
Agent, respectively.  No such use of
such different terminology is intended to affect the enforcement of this
Agreement or any other Security Document. 
This Agreement shall not inure to the benefit of the Borrower or any
Subsidiary thereof, or their respective successors and assigns.  The parties hereto agree and acknowledge that
they shall not challenge or question in any proceeding the validity,
perfection, priority or enforceability of this Agreement, as a whole, or any
term or provision contained herein. 
Without limiting the terms of this Agreement, the parties intend that
this Agreement shall be enforceable in a bankruptcy proceeding, including
pursuant to Section 510(a) of the Bankruptcy Code.  Section 23.Termination.Upon the one hundred
twenty-first (121st)day after all
Bank Obligations have been Fully Paid, this Agreement shall immediately
terminate and cease to be effective and the Bank Agents, the Lenders, the
Senior Secured Noteholders, the Senior Secured Notes Trustee, and the Credit
Parties shall be released from their respective obligations hereunder (other
than such obligations that by their terms are stated to survive the termination
of this Agreement); provided, however, (a) this Agreement shall
be automatically reinstated if at any time payment of, in whole or in part, any
of the Bank Obligations are challenged by the initiation of any suit or
proceeding by any party, or are rescinded or must otherwise be restored or
returned by any Bank Agent or any Lender as a preference, fraudulent conveyance
or otherwise under any bankruptcy, insolvency or similar law, or under any
other state or federal law, the common law or any ruling in equity, all as
though such payment had not been made, and in such event, all reasonable
documented costs and expenses (including, without limitation, any reasonable
documented legal fees and disbursements) incurred by any Bank Agent or any
Lender in defending any such action or proceeding or enforcing such
reinstatement shall be deemed included as part of the Revolver Bank Obligations
or Term Bank Obligations, as the case may be, and the Senior Secured Notes
Trustee and the Senior Secured Noteholders shall  26


account for any payments received in respect of the Collateral prior to
such reinstatement and (b) immediately after all Bank Obligations have been
Fully Paid, the terms of this Agreement shall no longer be applicable to
restrict any action or failure to act by the Senior Secured Notes Trustee and
the Senior Secured Noteholders with respect to the Collateral subject to the
immediately preceding clause (a).  Section 24.Effect of Amendment and
Restatement.  Each party hereto hereby acknowledges that
this Agreement amends and restates in its entirety the Existing Intercreditor
Agreement.  For the avoidance of doubt,
the Revolver Collateral Agent, the Term and Note Collateral Agent and the
Senior Secured Notes Trustee each acknowledge and agree that for all purposes
under the Credit Documents, the Term Credit Agreement constitutes a Refinancing
and replacement of the Term Credit Agreement (as defined in the Existing
Intercreditor Agreement) and the Term and Note Secured Obligations constitute the
formerly named Second Priority Credit Facility Indebtedness under the Senior
Secured Notes Indenture and the Revolving Credit Agreement constitutes a
Refinancing and replacement of the Revolving Credit Agreement (as defined in
the Existing Intercreditor Agreement) and the Revolver Secured Obligations
constitute the formerly named First Priority Credit Facilities Indebtedness
under the Senior Secured Notes Indenture.  [signature pages
follow]  27


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed and delivered by
their duly authorized representatives as of the day and year first above
written.  DEUTSCHE BANK TRUST COMPANYAMERICAS, as Revolver Bank AgentBy:
  /s/ Frank
  FazioName:
  Frank FazioTitle:
  DirectorDEUTSCHE BANK TRUST COMPANYAMERICAS, as Revolver Collateral AgentBy:
  /s/ Frank FazioName:
  Frank FazioTitle:
  DirectorDEUTSCHE BANK TRUST COMPANYAMERICAS, as Term Bank AgentBy:
  /s/ Frank FazioName:
  Frank FazioTitle:
  DirectorDEUTSCHE BANK TRUST COMPANYAMERICAS, as Term and Note Collateral AgentBy:
  /s/ Frank
  FazioName:
  Frank FazioTitle:
  Director  A-28


DEUTSCHE BANK TRUST COMPANYAMERICAS, as MortgageeBy:
  /s/ Frank FazioName:
  Frank FazioTitle:
  DirectorHSBC BANK USA, NATIONAL ASSOCIATION,as Senior Secured Notes TrusteeBy:
  /s/ Herawattee AlliName:
  Herawattee AlliTitle:
  Assistant Vice President   Acknowledged and
  Agreed:HUNTSMAN LLCBy:
  /s/ Sean DouglasName:
  Sean DouglasTitle:
  Vice President  A-29


Annex
I  All of
the right, title and interest of each Assignor in, to and under all of its
assets, whether now existing or hereafter from time to time acquired, but
excluding  (a)           all
Equipment,  (b)all
vehicles, aircraft, vessels, barges, railcars, rolling stock or fixtures,
together with accessions thereto and replacement parts therefor,  (c)all
Mortgaged Property (as defined in the Mortgages) and all other interests in
real propety,  (d)all
rights under documents governing leases of Equipment, fixtures or real
property,  (e)all
interests of any Assignor in any shares of capital stock or other equity
interests of Huntsman International Holdings LLC or any successor thereto; and  (f)all
Proceeds and products of any and all of the foregoing (including without,
limitation, all insurance and claims for insurance effected or held for the
benefit of such Assignor in respect thereof).  Capitalized
terms used but not defined in this Annex I shall have the meanings given such
terms in the Revolver Security Agreement.  A-1