Exhibit
10.3  SECURITY AGREEMENT  among  HUNTSMAN LLC  CERTAIN
SUBSIDIARIES OF HUNTSMAN LLC,  and  DEUTSCHE BANK
TRUST COMPANY AMERICAS, as Collateral
Agent   Dated as of
October 14, 2004


TABLE OF
CONTENTS  ARTICLE I
  SECURITY INTERESTSSECTION 1.1.   GRANT
  OF SECURITY INTERESTSSECTION
  1.2.   ACKNOWLEDGEMENT OF SUBORDINATED
  LIEN POSITIONSECTION 1.3.   POWER OF ATTORNEYARTICLE II
  GENERAL REPRESENTATIONS, WARRANTIES
  AND COVENANTSSECTION
  2.1.   GENERAL REPRESENTATIONS AND
  WARRANTIESSECTION 2.2.   NECESSARY FILINGSSECTION 2.3.   NO LIENSSECTION 2.4.   OTHER FINANCING STATEMENTSSECTION
  2.5.   CHIEF EXECUTIVE OFFICE; RECORDSSECTION 2.6.   AIRCRAFT, VEHICLES, VESSELS AND RAILCARSSECTION
  2.7.   LOCATION OF INVENTORY AND
  EQUIPMENTSECTION 2.8.   RECOURSESECTION
  2.9.   ORGANIZATIONAL NAMES;
  JURISDICTIONS OF ORGANIZATIONSECTION 2.10.   JURISDICTION
  OF FORMATIONSECTION 2.11.  COMMERCIAL TORT CLAIMSSECTION
  2.12.  BRING-DOWN OF REPRESENTATIONS AND
  WARRANTIESARTICLE
  III
  SPECIAL
  PROVISIONS CONCERNING RECEIVABLES; CONTRACT RIGHTS; INSTRUMENTSSECTION
  3.1.   ADDITIONAL REPRESENTATIONS AND WARRANTIESSECTION 3.2.   MAINTENANCE OF RECORDSSECTION
  3.3.   DISPOSITION OR COLLECTION OF
  RECEIVABLESSECTION 3.4.   INSTRUMENTSSECTION
  3.5.   DIRECTION TO ACCOUNT DEBTORS;
  CONTRACTING PARTIES, ETCSECTION 3.6.   FURTHER ACTIONSARTICLE
  IV
  SPECIAL
  PROVISIONS CONCERNING MARKSSECTION
  4.1.   ADDITIONAL REPRESENTATIONS AND
  WARRANTIESSECTION 4.2.   DIVESTITURESSECTION 4.3.   INFRINGEMENTSSECTION 4.4.   PRESERVATION OF MARKSSECTION 4.5.   MAINTENANCE OF REGISTRATIONSECTION 4.6.   FUTURE REGISTERED MARKSSECTION 4.7.   REMEDIESARTICLE
  V
  SPECIAL
  PROVISIONS CONCERNING PATENTS, COPYRIGHTS AND TRADE SECRETSSECTION
  5.1.   ADDITIONAL REPRESENTATIONS AND
  WARRANTIESSECTION 5.2.   LICENSES AND ASSIGNMENTSSECTION 5.3.   INFRINGEMENTSSECTION 5.4.   MAINTENANCE OF PATENTSSECTION
  5.5.   PROSECUTION OF PATENT
  APPLICATIONSSECTION 5.6.
    OTHER PATENTS AND COPYRIGHTSSECTION 5.7.   REMEDIESARTICLE
  VI
  PROVISIONS
  CONCERNING PLEDGED SECURITIESSECTION
  6.1.   PLEDGE OF NOTES AND ADDITIONAL
  STOCKSECTION
  6.2.   TITLE; SECURITY INTEREST AND
  LIENSECTION
  6.3.   ADDITIONAL DOCUMENTATION;
  FURTHER ASSURANCESSECTION 6.4.   PLEDGED STOCK  i


ARTICLE
  VII
  PROVISIONS
  CONCERNING ALL COLLATERALSECTION 7.1.   PROTECTION OF COLLATERAL AGENTS SECURITYSECTION 7.2.   WAREHOUSE RECEIPTS NON-NEGOTIABLE; THIRD
  PARTY ACKNOWLEDGEMENTSECTION 7.3.   RIGHT TO INITIATE JUDICIAL PROCEEDINGS, ETCSECTION 7.4.   APPOINTMENT OF A RECEIVERSECTION 7.5.   FURTHER ACTIONSSECTION 7.6.   FINANCING STATEMENTSSECTION 7.7.   CONTROLARTICLE
  VIII
  REMEDIES
  UPON OCCURRENCE OF EVENT OF DEFAULTSECTION 8.1.   REMEDIES; OBTAINING THE COLLATERAL UPON
  DEFAULTSECTION 8.2.   REMEDIES; DISPOSITION OF THE COLLATERALSECTION 8.3.   WAIVER OF CLAIMSSECTION 8.4.   APPLICATION OF PROCEEDSSECTION 8.5.   REMEDIES CUMULATIVESECTION 8.6.   DISCONTINUANCE OF PROCEEDINGSARTICLE IX
  INDEMNITYSECTION 9.1.   INDEMNITYSECTION 9.2.   INDEMNITY OBLIGATIONS SECURED BY
  COLLATERAL; SURVIVALARTICLE
  X
  OTHER
  AGREEMENTS WITH COLLATERAL AGENTSECTION 10.1.   RECORD KEEPING AND REPORTINGSECTION 10.2.   COMPENSATION AND EXPENSESSECTION 10.3.   STAMP AND OTHER TAXESSECTION 10.4.   FILING FEES, EXCISE TAXES, ETCARTICLE XI
  THE COLLATERAL AGENTSECTION 11.1.   EXCULPATORY PROVISIONSSECTION 11.2.   DELEGATION OF DUTIESSECTION 11.3.   RELIANCE BY COLLATERAL AGENTSECTION 11.4.   LIMITATIONS ON DUTIES OF THE COLLATERAL
  AGENTSECTION 11.5.   COLLATERAL TO BE HELD FOR BENEFIT OF
  SECURED PARTIESSECTION 11.6.   RESIGNATION AND REMOVAL OF THE COLLATERAL
  AGENTSECTION 11.7.   STATUS OF SUCCESSORS TO THE COLLATERAL
  AGENTSECTION 11.8.   MERGER OF THE COLLATERAL AGENTSECTION 11.9.   ADDITIONAL CO-AGENTS; SEPARATE AGENTSARTICLE XII
  TERMINATION;
  REINSTATEMENT; RELEASES OF COLLATERAL UPON SATISFACTIONSECTION 12.1.   RELEASE OF CERTAIN SECURITYSECTION 12.2.   TERMINATION UPON SATISFACTIONARTICLE
  XIII
  PROOFS
  OF CLAIM; RIGHTS OF SECURED PARTIESSECTION 13.1.   FILING OF CLAIMSSECTION 13.2.   COLLECTION OF CLAIMSSECTION 13.3.   LIMITATIONSARTICLE XIV
  MISCELLANEOUSSECTION 14.1.   NOTICESSECTION 14.2.   WAIVER; AMENDMENTSECTION 14.3.   OBLIGATIONS ABSOLUTESECTION 14.4.   SUCCESSORS AND ASSIGNSSECTION 14.5.   HEADINGS DESCRIPTIVESECTION 14.6.   SEVERABILITY  ii


SECTION 14.7.   GOVERNING LAWSECTION 14.8.   CONSENT TO JURISDICTION AND SERVICE OF
  PROCESS; WAIVER OF JURY TRIALSECTION 14.9.   ASSIGNORS DUTIESSECTION 14.10.   NO ACTION BY SECURED PARTIESSECTION 14.11.   COUNTERPARTSSECTION 14.12.   DEFINITIONS; INTERPRETATIONSECTION 14.13.   CONFLICTS WITH THE CREDIT AGREEMENTSECTION 14.14.   REPLACEMENT  iii


Schedule A
  Existing Hedging AgreementsSchedule B
  Pledged Intercompany NotesSchedule C
  Pledged StockSchedule 2.5
  Record LocationsSchedule 2.6
  Aircraft, Vehicles, Vessels, Barges,
  Railcars and Rolling StockSchedule 2.7
  Inventory and Equipment LocationsSchedule 2.9
  Trade, Fictitious and Other NamesSchedule 2.10
  Jurisdiction of FormationSchedule 2.11
  Commercial Tort ClaimsSchedule 4.1
  TrademarksSchedule 5.1(A)
  Patents and ApplicationsSchedule 5.1(B)
  Copyrights and ApplicationsANNEX A
  DefinitionsANNEX B
  Assignment of Security Interest in U.S.
  Trademarks and PatentsANNEX C
  Assignment of Security Interest in U.S.
  CopyrightsANNEX D
  Form of Supplement Regarding Addition of New
  AssignorExhibit 1.2
  Form of Second Amended
  and Restated Intercreditor Agreement  iv


SECURITY AGREEMENT  THIS SECURITY AGREEMENT
(the Agreement), dated as of October 14, 2004, is by and among each of
the undersigned (each, an Assignor and, together with any other entity
that becomes a party hereto pursuant to Section 14.2 hereof,
collectively, the Assignors) and DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Collateral Agent (the Collateral Agent) for the benefit of (i) the
Lenders and the Administrative Agent under the Credit Agreement hereinafter
referred to; (ii) the Senior Secured Notes Trustee, for the benefit of itself
and the holders of the Senior Secured Notes; (iii) if one or more Lenders (or
any Affiliate thereof) has heretofore entered into or hereafter enters into one
or more (A) interest rate protection agreements (including, without limitation,
interest rate swaps, caps, floors, collars and similar agreements),
(B) foreign exchange contracts, currency swap agreements or other similar
agreements or arrangements designed to protect against the fluctuations in
currency values and/or (C) other types of hedging agreements
(collectively, the Hedging Agreements) with, or guaranteed by, an
Assignor, any such Lender or Lenders or any Affiliate of such Lender or Lenders
(even if the respective Lender subsequently ceases to be a Lender under the
Credit Agreement for any reason) so long as any such Lender or Affiliate
participates in the extension of such Hedging Agreements and their subsequent
assigns, if any; and (iv) one or more financial institutions from time to time
party to a Foreign Overdraft Facility Agreement with, or guaranteed by, an
Assignor (collectively the Secured Parties or the Secured Party).  Except as otherwise defined herein, terms
used herein and defined in the Credit Agreement shall be used herein as so
defined.  W I T N E S S E T H :  WHEREAS, Huntsman LLC, a
Utah limited liability company (the Borrower), the financial
institutions (the Lenders) from time to time party thereto and
Deutsche Bank Trust Company Americas, as administrative agent (together with
any successor agent, the Administrative Agent), are contemporaneously
herewith entering into a Credit Agreement dated as of the date hereof (the Credit
Agreement, as the same may hereafter be amended, modified, extended,
renewed, replaced, restated, waived or supplemented from time to time, and
including any agreement extending the maturity of or restructuring of all or
any portion of the Indebtedness under such agreement or any successor
agreements);  WHEREAS, Borrower, the
other borrowers parties thereto, Deutsche Bank Trust Company Americas, as
administrative agent and collateral agent, and the financial institutions
parties thereto are also contemporaneously herewith entering into a Revolving
Credit Agreement dated as of the date hereof providing for the making of
revolving loans as contemplated therein;  WHEREAS, Borrower
has issued $455.4 million in aggregate principal amount of Senior Secured Notes
due 2010 (together with any additional notes issued under the Senior Secured
Notes Indenture (as hereinafter defined) which are permitted to be issued under
the Credit Agreement, the Senior Secured Notes) under an Indenture,
dated as of September 30, 2003, among Borrower, the Assignors parties thereto
as guarantors, and HSBC Bank USA, as trustee thereunder (such trustee, the Senior
Secured Notes Trustee, and such indenture, as


amended, restated,
supplemented, refinanced, replaced or otherwise modified from time to time, the
Senior Secured Notes Indenture);  WHEREAS, the
Assignors party to the Senior Secured Notes Indenture have guaranteed the
obligations of Borrower under the Senior Secured Notes Indenture;  WHEREAS, the Assignors
may have from time to time before the date hereof, entered into, or guaranteed,
one or more Hedging Agreements each as described on Schedule A hereto
(collectively, the Existing Hedging Agreements);  WHEREAS, the Assignors
may at any time and from time to time enter into, or guarantee, one or more
Hedging Agreements;  WHEREAS, the Assignors
may at any time and from time to time enter into, or guarantee, one or more
loan agreements evidencing the Foreign Overdraft Facility (the Foreign
Overdraft Facility Agreements);  WHEREAS, pursuant to the
Subsidiary Guarantee Agreement, each Assignor (other than the Borrower) has
jointly and severally guaranteed to the Secured Parties (other than the Senior
Secured Notes Trustee and the holders of the Senior Secured Notes) the payment
when due of all obligations of Borrower under or with respect to the Loan
Documents, the Hedging Agreements and the Foreign Overdraft Facility
Agreements;  WHEREAS, HSCC has
guaranteed to the Secured Parties (other than the Senior Secured Notes Trustee
and the holders of the Senior Secured Notes) the payment when due of all
obligations of Borrower under or with respect to the Loan Documents, the
Hedging Agreements and the Foreign Overdraft Facility Agreements; and  WHEREAS, each Assignor
desires to execute this Agreement in order to satisfy the conditions under the
Credit Agreement and the Senior Secured Notes Indenture.  NOW, THEREFORE, in
consideration of the extensions of credit to be made to each Assignor and other
benefits accruing to each Assignor, the receipt and sufficiency of which are
hereby acknowledged, each Assignor hereby makes the following representations
and warranties to the Collateral Agent for the benefit of the Secured Parties
and hereby covenants and agrees with the Collateral Agent for the benefit of
the Secured Parties as follows:  ARTICLE I
SECURITY INTERESTS  Section
1.1.Grant of Security Interests.  (a)As
collateral security for the prompt and complete payment and performance when
due by each Assignor of all of such Assignors Obligations, and to induce the
Administrative Agent and the Lenders to enter into the Credit Agreement and to
make the Loans and provide the other financial accommodations to Borrower
contemplated therein, each such Assignor does hereby grant, pledge, assign and
transfer unto the Collateral Agent, and does hereby grant to the Collateral
Agent, in its capacity as Collateral Agent hereunder, subject to  2


Section 1.2, a continuing security
interest in all of the right, title and interest of such Assignor in, to and
under all of the following, whether now existing or hereafter from time to time
acquired or created: (i) all cash, accounts, Deposit Accounts, Investment
Property, securities accounts, deposits, securities and insurance policies now
or at any time hereafter in the possession or under control of such Assignor or
its respective bailees and any interest therein, (ii) each and every
Receivable, (iii) all Contracts, together with all Contract Rights arising
thereunder, and all equity and debt securities and other interests in any and
all Unrestricted Subsidiaries, (iv) all Inventory, (v) any cash collateral
account established with respect to such Assignor and all monies, securities
and instruments deposited or required to be deposited in such cash collateral
account, (vi) all Equipment, (vii) all Marks, together with the registrations and
right to all renewals thereof, and the goodwill of the business of such
Assignor symbolized by the Marks, (viii) all Patents and Copyrights, and all
reissues, renewals or extensions thereof, (ix) all computer programs and all
intellectual property rights therein and all other proprietary information,
including, but not limited to, Trade Secrets, (x) all vehicles, aircraft,
vessels, barges, railcars, rolling stock and fixtures, together with accessions
thereto and replacement parts therefor, (xi) (A) all Intercompany Notes
described in Schedule B (as it may, from time to time, be supplemented
in accordance with the terms hereof), all other Intercompany Notes and all
other promissory notes which are pledged to the Collateral Agent or otherwise
become a part of the Collateral; (B) all shares of capital stock described in Schedule
C (as it may, from time to time, be supplemented in accordance with the
terms hereof) and all other shares of capital stock or other equity interests;
and (C) all Stock Rights, (xii) all books and records, customer lists, ledger
cards, credit files, print-outs, and other materials and records
pertaining to any of the foregoing, whether now owned or hereafter acquired,
(xiii) all other Goods, General Intangibles, Chattel Paper, Documents and
Instruments, (xiv) all Letter-of-Credit Rights, (xv) any existing Commercial
Tort Claims, (xvi) all other personal property of such Assignor, whether now
owned or hereafter acquired, (xvii) all documents of title evidencing or issued
with respect to any of the foregoing, and (xviii) 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) (all of the above, as limited below, collectively, the Collateral);
provided,  however, that the security interests granted hereunder
shall not cover any Assignors right, title and interest in any (1) Contract,
lease, license or other agreement which by its terms expressly prohibits in a
legally valid manner the granting of a security interest therein, (2) any asset
described in clauses (t) or (u) of Section 7.11(a) of the Credit Agreement
(except, in the case of any asset described in clause (u) of Section 7.11(a) of
the Credit Agreement, to the extent that the Lender (as defined in that certain
Loan Agreement by and among Huntsman Headquarters Corporation, Huntsman
Petrochemical Corporation, Huntsman Chemical Corporation, Huntsman Packaging
Corporation and U.S. Bank of Utah dated as of December 17, 1996 (the Headquarters
Loan Agreement)) has consented to the grant by Huntsman Headquarters
Corporation of a security interest in any Collateral (as defined in the
Headquarters Loan Agreement) hereunder); and (3) capital stock not required to
be pledged hereunder pursuant to Section 7.11(c) or 7.11(e) of the Credit
Agreement.  (b)The
Pledged Intercompany Notes listed on Schedule B and the certificates
representing the Pledged Stock listed on Schedule C (other than the
shares of capital stock of Foreign Subsidiaries which are not certificated)
shall have been delivered to the Collateral Agent together with appropriate
undated note powers and stock powers duly executed in blank on or before the
date hereof.  Neither the Collateral Agent
nor any Secured Party shall be obligated to  3


preserve or protect any rights with respect to the
Pledged Intercompany Notes or the Pledged Stock or to receive or give any
notice with respect thereto whether or not the Collateral Agent or any Secured
Party is deemed to have knowledge of such matters.  (c)The
assignments and security interests under this Agreement granted to the
Collateral Agent shall not 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 hereunder
or from any liability to any Person under or in respect of any of such
Collateral or impose any obligation on the 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 the 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 in respect of the
Collateral pledged by it hereunder or made in connection herewith or therewith.  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.  (d)The
security interests of the Collateral Agent under this Agreement extend to all
Collateral of the kind which is the subject of this Agreement which any
Assignor may acquire at any time during the continuation of this Agreement.  Section 1.2.Acknowledgement of Subordinated Lien Position.  It is acknowledged and agreed that, as
between the holders of the Revolving Credit Agreement Obligations and the
Obligations, the Liens granted hereby and by the other Security Documents on
the Collateral referenced on Annex I to the Intercreditor Agreement (the
Revolving Credit Agreement First Lien Collateral) are intended to be
junior and subject in all respects to the Liens on the Revolving Credit
Agreement First Lien Collateral created pursuant to the Security Documents (as
defined in the Revolving Credit Agreement). 
Each of the Secured Parties agrees that all the rights hereunder are
subject to the terms of the Second Amended and Restated Intercreditor
Agreement, a copy of which is attached as Exhibit 1.2 hereto (as
amended, modified, supplemented, replaced or restated, the Intercreditor
Agreement).  Section
1.3.           Power of Attorney.  Each Assignor hereby constitutes and appoints
the Collateral Agent its true and lawful attorney, irrevocably, with full power
after the occurrence of and during the continuance of an Event of Default (in the
name of such Assignor or otherwise), in the Collateral Agents discretion, to
take any action and to execute any instrument which the Collateral Agent may
reasonably deem necessary or advisable to accomplish the purposes of this
Agreement, which appointment as attorney is coupled with an interest.  ARTICLE II
GENERAL
REPRESENTATIONS, WARRANTIES AND COVENANTS  Section 2.1.           General Representations and
Warranties.  In addition to and not in limitation of any
of the representations and warranties of any Assignor made to the Collateral
Agent or any Secured Party, each Assignor represents, warrants and
covenants, which  4


representations, warranties and covenants shall
survive execution and delivery of this Agreement, as follows:  (a)such
Assignor has good and marketable title in fee simple to, or a valid leasehold
interest in, or a valid contractual agreement to use, all its material real
property, and good title to, or a valid leasehold interest in, or a valid
contractual agreement to use, all its other material property, and none of such
property is subject to any Lien except for Permitted Liens;  (b)this
Agreement (together, with respect to the shares of capital stock of Foreign
Subsidiaries, such other necessary or advisable pledge agreements or other
security agreements or instruments properly executed, delivered, recorded and
registered by the holder of such shares under all applicable foreign laws)
creates security interests which are enforceable against such Assignor in all
Collateral now owned and hereafter acquired by such Assignor and which are,
upon filing of all appropriate financing statements, intellectual property
filings, railcar filings and, with respect to shares of capital stock in
Foreign Subsidiaries, any necessary filings in foreign jurisdictions
contemplated hereby and the delivery of the Pledged Securities to the
Collateral Agent in accordance with the terms hereof (other than with respect
to the shares of capital stock of Foreign Subsidiaries which are not
certificated), perfected security interests (other than in the Excluded Foreign
or Transportation Assets);  (c)such
Assignor is the direct and sole legal and equitable owner of any and all
Pledged Debt and Pledged Intercompany Notes indicated on Schedule B as
being owned by it.  Such Assignor has
good and marketable title to such Pledged Debt and has all requisite rights,
power, and authority to pledge and deliver such Pledged Debt to the Collateral
Agent pursuant hereto.  Such Pledged Debt
is free and clear of all Liens, other than Permitted Liens.  Such Assignor has not amended any term of or
waived any rights under the Pledged Intercompany Notes held by it.  The pledge, assignment and delivery of the
Pledged Intercompany Notes to or on behalf of the Collateral Agent pursuant to
this Agreement creates a valid, continuing, perfected Lien on such Pledged
Intercompany Notes in favor of the Collateral Agent, for the benefit of the
Collateral Agent and the Secured Parties, subject only to Section 1.2;
and  (d)such
Assignor is the record and beneficial owner of each share of the Pledged Stock
indicated on Schedule C as being owned by it and such Pledged Stock
represents the percentage (on a fully diluted basis) of the issued and
outstanding capital stock of its issuer as set forth on Schedule C.  All of such shares of the Pledged Stock are
duly authorized, validly issued, fully paid and non-assessable (or, with
respect to the Foreign Subsidiaries, to the extent such concepts are applicable
under the laws under which such Subsidiaries are organized).  Such Assignor has good and marketable title
to such Pledged Stock and has all requisite rights, power, and authority to
pledge and deliver such Pledged Stock to the Collateral Agent pursuant hereto
(or, with respect to the shares of capital stock of any Foreign Subsidiaries
that are not certificated, to execute, deliver, record and register any and all
pledges or charges on such shares which are necessary or advisable to create a
first priority perfected security interest in such shares).  Such Pledged Stock is free and clear of all
Liens, options, warrants, puts, calls, or other rights of third persons, other
than Permitted Liens.  The pledge,
assignment and delivery of such Pledged Stock to or on behalf of the Collateral
Agent pursuant to this Agreement creates valid, continuing, perfected Liens on
such Pledged Stock in favor of the Collateral Agent, for the benefit of the
Collateral Agent and the Secured Parties, subject only to Section 1.2.  Each  5


Assignor indicated on Schedule C as owning
shares in a Foreign Subsidiary has executed and delivered and will promptly
following the date hereof record and register, any and all pledges, charges and
other instruments necessary to create valid, continuing, perfected Liens (or
the equivalent rights under the applicable laws of the relevant foreign
jurisdictions) on such Pledged Stock in favor of the Collateral Agent, for the
benefit of the Collateral Agent and the Secured Parties, subject to Section
1.2.  Section
2.2.Necessary Filings.  All documents and instruments for all
filings, registrations and recordings necessary or appropriate to create,
preserve, protect and perfect the security interests granted by the Assignors
to the Collateral Agent hereby in respect of the Collateral have been delivered
by the Assignors to the Collateral Agent, and, upon the Collateral Agents
accomplishing of all such filings, registrations and recordings, the security
interests granted to the Collateral Agent pursuant to this Agreement in and to
the Collateral constitute or shall constitute perfected security interests
therein prior to the rights of all other Persons therein and subject to no
other Liens except for Permitted Liens and is or shall be entitled to all the
rights, priorities and benefits afforded by the Code or other relevant law as
enacted in any relevant jurisdiction to perfected security interests; provided,
however, that the parties agree that no Assignor shall have any obligation
hereunder to take any actions to perfect the security interests granted by such
Assignor to the Collateral Agent hereunder in any Excluded Foreign or
Transportation Assets.  Section
2.3.No Liens.Each Assignor is, and as to
Collateral acquired by it from time to time after the date hereof, will be, the
owner of or otherwise has the right to use all Collateral free from any Lien,
security interest, encumbrance or other right, title or interest of any Person
(other than Liens created hereby and Permitted Liens), and such Assignor shall
defend the Collateral against all claims and demands of all Persons at any time
claiming the same or any interest therein adverse to the Collateral Agent.  Section 2.4.Other Financing Statements.  As of the
date hereof, there is no financing statement (or similar statement or
instrument of registration under the law of any jurisdiction) on file or of
record in any relevant jurisdiction covering or purporting to cover any
interest of any kind in the Collateral, except for (i) those evidencing
Permitted Liens and (ii) financing statements for which valid termination
statements have been previously filed or delivered to the Collateral Agent on
the date hereof and, so long as any of the Obligations are in effect, no
Assignor will execute or authorize to be filed in any public office any
financing statement (or similar statement or instrument of registration under
the law of any jurisdiction) or statements relating to the Collateral, except
financing statements filed or to be filed in respect of and covering the
security interests granted hereby by such Assignor or for those evidencing
Permitted Liens.  Section 2.5.Chief Executive Office; Records.  The chief executive office of each Assignor
is located at the address indicated on Schedule 2.5 hereto for such
Assignor.  No Assignor will move its
chief executive office except to such new location as such Assignor may
establish in accordance with the last sentence of this Section 2.5.  The originals of all documents evidencing all
Receivables, Contract Rights and Trade Secrets of each Assignor and the only
original books of account and records of such Assignor relating thereto are,
and will continue to be, kept at such chief executive office, at such other
locations shown on Schedule 2.5 hereto or at  6


such new locations as such Assignor may establish in
accordance with the last sentence of this Section 2.5.  All Receivables and Contract Rights of such
Assignor are, and will continue to be, maintained at, and controlled and
directed (including, without limitation, for general accounting purposes) from,
the office locations described above.  No
Assignor shall establish new locations for such offices until (i) it shall
have given to the Collateral Agent not less than 30 days (or such shorter
period as may be acceptable to the Collateral Agent) prior written notice of
its intention to do so, clearly describing such new location and providing such
other information in connection therewith as the Collateral Agent may
reasonably request, (ii) with respect to such new location, it shall have
taken all action, reasonably satisfactory to the Collateral Agent, to maintain
the security interests of the Collateral Agent in the Collateral intended to be
granted and perfected hereby at all times fully perfected and in full force and
effect, (iii) at the reasonable request of the Collateral Agent, it shall have
furnished an opinion of counsel acceptable to the Collateral Agent to the effect
that all financing or continuation statements and amendments or supplements
thereto have been filed in the appropriate filing office or offices, and all
other actions (including, without limitation, the payment of all filing fees
and taxes, if any, payable in connection with such filings) have been taken, in
order to perfect (and maintain the perfection and priority of) the security
interests granted hereby and (iv) the Collateral Agent shall have received
evidence that all other actions (including, without limitation, the payment of
all filing fees and taxes, if any, payable in connection with such filings)
have been taken, in order to perfect (and maintain the perfection and priority
of) the security interests granted hereby.  Section
2.6.           Aircraft, Vehicles, Vessels and Railcars. 
All aircraft, vehicles, vessels, barges, railcars and rolling stock
owned by each Assignor (other than the Excluded Transportation Assets) are
identified under such Assignors name on Schedule 2.6.  Each Assignor agrees that in the event it
acquires or otherwise holds title to any aircraft, vessels, barges, railcars or
rolling stock (other than the Excluded Transportation Assets) not otherwise
identified on Schedule 2.6, such Assignor shall (A) give the Collateral
Agent prompt written notice thereof, clearly describing such new aircraft,
vessel, barges, railcars or rolling stock, and shall provide such other
information in connection therewith as the Collateral Agent may request, and
(B) take all actions reasonably satisfactory to the Collateral Agent to cause
the security interests in the Collateral granted by it hereby to be, and
continue at all times to be, fully perfected and in full force and effect.  The Collateral Agent hereby agrees, on behalf
of the Secured Parties, that the Assignors shall not be obligated to perfect
the Collateral Agents security interests in Excluded Transportation Assets;
provided, however, that each Assignor agrees, within ten (10) days of its
receipt of a written request from the Collateral Agent after the occurrence and
during the continuance of an Event of Default, to take any and all actions
necessary or reasonably requested by the Collateral Agent, including the
execution and delivery of all documents and instruments necessary or reasonably
requested by the Collateral Agent, to perfect the Collateral Agents security
interests in any or all Excluded Transportation Assets owned by such Assignor.  Section 2.7.Location of Inventory and Equipment.  All Inventory and Equipment held on the date
hereof by each Assignor is located at one of the locations shown on Schedule
2.7 hereto.  Each Assignor agrees
that all Inventory and Equipment (other than Inventory in transit in the
ordinary course of business) now held or subsequently acquired by it shall be
kept at (or shall be in transport to) any one of the locations shown on Schedule
2.7 hereto or such new location as such Assignor may establish in
accordance with the last sentence  7


of this Section 2.7.  Any Assignor may establish a new location for
Inventory and Equipment only if (i) it shall have given to the Collateral Agent
not less than 15 days (or such shorter period as may be acceptable to the
Collateral Agent) prior written notice of its intention so to do, clearly
describing such new location and providing such other information in connection
therewith as the Collateral Agent may request, (ii) with respect to such
new location, it shall have taken all action reasonably satisfactory to the
Collateral Agent to maintain the security interests of the Collateral Agent in
the Collateral intended to be granted hereby at all times fully perfected and
in full force and effect, (iii) at the reasonable request of the Collateral
Agent, it shall have furnished an opinion of counsel reasonablyacceptable to the Collateral Agent to the effect that all
financing or continuation statements and amendments or supplements thereto have
been filed in the appropriate filing office or offices, and (iv) the Collateral
Agent shall have received reasonableevidence that
all other actions (including, without limitation, the payment of all filing
fees and taxes, if any, payable in connection with such filings) have been
taken, in order to perfect (and maintain the perfection and priority of) the
security interests granted hereby.  Section
2.8.Recourse.  This
Agreement is made with full recourse to each Assignor and pursuant to and upon
all the warranties, representations, covenants and agreements on the part of
such Assignor contained herein, in the other Loan Documents, the Senior Secured
Notes Indenture, the Senior Secured Notes and, as applicable, the Hedging
Agreements, the Foreign Overdraft Facility Agreements and otherwise in
connection herewith or therewith.  Section 2.9.Organizational Names; Jurisdictions of
Organization.  No Assignor has or operates in any
jurisdiction under, or in the preceding 12 months has had or has operated in
any jurisdiction under, any trade names, fictitious names or other names
(including, without limitation, any names of divisions or operations) except
its legal name and such other trade, fictitious or other names as are listed on
Schedule 2.9 hereto.  The true and
correct corporation identification number or other applicable formation identification
number of each Assignor, the exact legal name as it appears in official filings
in the state of its incorporation or organization and the jurisdiction of
incorporation or organization of each Assignor is set forth on Schedule 2.9
hereto.  No Assignor shall change its
legal name or assume or operate in any jurisdiction under any new trade,
fictitious or other name in any manner which might make any financing statement
or continuation statement filed in connection therewith seriously misleading
within the meaning of Article 9 of the UCC until (i) it shall have given to the
Collateral Agent not less than 30 days prior written notice of its intention
so to do, clearly describing such new name and the jurisdictions in which such
new name shall be used and providing such other information in connection
therewith as the Collateral Agent may reasonably request, (ii) with respect to
such new name, it shall have taken all action to maintain the security
interests of the Collateral Agent in the Collateral intended to be granted
hereby at all times fully perfected and in full force and effect, (iii) at the
request of the Collateral Agent, it shall have furnished an opinion of counsel
reasonablyacceptable to the Collateral Agent to
the effect that all financing or continuation statements and amendments or
supplements thereto have been filed in the appropriate filing office or
offices, and (iv) the Collateral Agent shall have received evidence that all
other actions (including, without limitation, the payment of all filing fees
and taxes, if any, payable in connection with such filings) have been taken, in
order to perfect (and maintain the perfection and priority of) the security
interests granted hereby.  8


Section 2.10.Jurisdiction of Formation.  The state
of incorporation or formation of each Assignor as of the date hereof is listed
on Schedule 2.10.  Without
limiting the prohibitions on mergers involving the Assignors contained in the
Credit Agreement, no Assignor shall reincorporate or reorganize itself under
the laws of any jurisdiction other than the jurisdiction in which it is
incorporated or organized as of the date hereof unless (i) it shall have given
to the Collateral Agent not less than 30 days (or such shorter period as may
be acceptable to the Collateral Agent) prior written notice of its intention to
do so, clearly describing such reincorporation or reorganization, as the case
may be, and providing such other information in connection therewith as the Collateral
Agent may reasonably request, (ii) with respect to such new jurisdiction, it
shall have taken all action, reasonably satisfactory to the Collateral Agent,
to maintain the security interests of the Collateral Agent in the Collateral
intended to be granted and perfected hereby at all times fully perfected and in
full force and effect, (iii) at the reasonable request of the Collateral Agent,
it shall have furnished an opinion of counsel acceptable to the Collateral
Agent to the effect that all financing or continuation statements and
amendments or supplements thereto have been filed in the appropriate filing
office or offices, and all other actions (including, without limitation, the
payment of all filing fees and taxes, if any, payable in connection with such
filings) have been taken, in order to perfect (and maintain the perfection and
priority of) the security interests granted hereby and (iv) the Collateral
Agent shall have received evidence that all other actions (including, without
limitation, the payment of all filing fees and taxes, if any, payable in
connection with such filings) have been taken, in order to perfect (and
maintain the perfection and priority of) the security interests granted hereby.  Section 2.11.Commercial Tort Claims.  Except for matters disclosed on Schedule
2.11 hereto, as of the date hereof no Assignor has any material Commercial
Tort Claims.  To the extent any material
Commercial Tort Claim has been instituted and has not previously been disclosed
on Schedule 2.11 hereto, the Assignors shall promptly deliver to the
Collateral Agent an amended Schedule 2.11 which contains a written
description of the nature of the case, the parties and the case number if one
has been assigned by the applicable court, and such amended Schedule 2.11
shall be deemed to be a part hereof from and after such delivery without any
action required on the part of the Collateral Agent.  Section 2.12.Bring-Down of Representations and Warranties.  Except to the extent a representation or
warranty is expressly made only as of a particular time, all representations
and warranties made herein by each Assignor shall be deemed to have been made
by such Assignor on the date of each Credit Event (as defined in the Revolving
Credit Agreement) under the Revolving Credit Agreement on and as of the date of
such Credit Event.  ARTICLE III
SPECIAL PROVISIONS CONCERNING RECEIVABLES; 
CONTRACT RIGHTS; INSTRUMENTS  Section 3.1.Additional Representations and Warranties.  The Assignors hereby agree with respect to
the Receivables that as of the time when each Receivable arises, each Assignor
shall be deemed to have represented and warranted to the Collateral Agent that
such Receivable, and all records, papers and documents relating thereto (if
any) are genuine and in all respects what they purport to be, and that all
papers and documents (if any) relating thereto (i) will, to the best of such
Assignors knowledge, represent the genuine, legal, valid and binding  9


obligation of the account debtor evidencing
indebtedness unpaid and owed by the respective account debtor arising out of
the performance of labor or services or the sale or lease and delivery of the
merchandise listed therein, or both; (ii) will be the only original writings
evidencing and embodying such obligation of the account debtor named therein
(other than copies created for general accounting purposes); (iii) will, to the
best of such Assignors knowledge, evidence true and valid obligations,
enforceable in accordance with their respective terms; and (iv) will be in
compliance and will conform in all material respects with all Requirements of
Law.  Section 3.2.Maintenance of Records.  Each Assignor will keep and maintain at its
own cost and expense satisfactory and complete records of its Receivables and
Contracts (other than Contracts that do not constitute Collateral), including,
but not limited to, the originals (where available) of all documentation
(including each Contract, other than Contracts that do not constitute
Collateral) with respect thereto, records of all payments received, all credits
granted thereon, all merchandise returned and all other dealings therewith, and
that such Assignor will make the same available on such Assignors premises to
the Collateral Agent for inspection, at such Assignors own cost and expense,
at any and all reasonable times upon demand. 
Upon the occurrence and during the continuance of an Event of Default
and at the request of the Collateral Agent, each Assignor shall, at its own
cost and expense, deliver all tangible evidence of its Receivables and Contract
Rights (including, without limitation, all documents evidencing the Receivables
and all Contracts, other than Contracts that do not constitute Collateral) and
such books and records to the Collateral Agent or to its representatives
(copies of which evidence and books and records may be retained by such
Assignor).  Upon the Collateral Agents
reasonable request, each Assignor shall legend, in form and manner reasonably satisfactory
to the Collateral Agent, the Receivables and the Contracts, as well as books,
records and documents of such Assignor evidencing or pertaining to Receivables
and Contracts with an appropriate reference to the fact that such Receivables
and Contracts have been assigned to the Collateral Agent and that the
Collateral Agent has security interests therein.  Section 3.3.           Disposition
or Collection of Receivables.  No Assignor shall sell any material
Receivable or Contract, or interest therein, owned by it without the prior
written consent of the Collateral Agent, except as permitted by Section 8.6 of
the Credit Agreement.  Each Assignor will
duly fulfill all obligations on its part to be fulfilled under or in connection
with its Receivables and Contracts and no Assignor will do anything to impair
the rights of the Collateral Agent in the Receivables or Contracts.  Section
3.4.Instruments.  If any
Assignor owns or acquires any Instrument constituting Collateral, such Assignor
will within ten (10) days notify the Collateral Agent thereof, and upon request
by the Collateral Agent will promptly deliver such Instrument to the Revolving
Credit Agreement Collateral Agent (or, if the Revolving Credit Agreement
Obligations shall have been Fully Paid, to the Collateral Agent) appropriately
endorsed to the order of the applicable Collateral Agent as further security
hereunder.  Section 3.5.Direction to Account Debtors; Contracting
Parties, etc.Upon
the occurrence and during the continuance of an Event of Default, if the
Collateral Agent so directs any Assignor, such Assignor agrees that the
Collateral Agent may enforce collection of any such Receivables and Contracts
and may adjust, settle or compromise the amount of  10


payment thereof, in the same manner and to the same
extent that such Assignor might have done, and, without notice to or assent by
such Assignor, the Collateral Agent may apply any or all amounts then in, or
thereafter deposited in, any cash collateral so paid to the Collateral Agent or
account in the manner provided in Section 10.1. 
The costs and expenses (including reasonable attorneys fees) of
collection, whether incurred by an Assignor or the Collateral Agent, shall be
borne by the applicable Assignor.  Section
3.6.Further Actions.  Each Assignor will, at its own expense, make,
execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from
time to time such vouchers, invoices, schedules, confirmatory assignments,
conveyances, financing statements, transfer endorsements, powers of attorney,
certificates, reports and other assurances or instruments and take such further
steps relating to its Receivables, Contracts, Instruments, Investment Property
and other property or rights covered by the security interests hereby granted,
as the Collateral Agent may reasonably require.  ARTICLE IV
SPECIAL PROVISIONS CONCERNING MARKS  Section 4.1.Additional Representations and Warranties.  Each Assignor represents and warrants as of
the date hereof (or, in the case of an Assignor made party hereto pursuant to
its execution of a supplement hereto in accordance with Section 14.2(d),
as of the date of such supplement) that it is the true and lawful exclusive
owner of the registrations and pending applications for Marks listed under its
name in Schedule 4.1 and that said listed registrations and pending
applications for Marks include all the registrations or pending applications in
the United States Patent and Trademark Office that such Assignor now owns in
connection with its business.  Each
Assignor represents and warrants that, to its knowledge, it owns or is licensed
to use all Marks that it uses.  Each
Assignor further warrants that, except as indicated on Schedule 4.1, it
is aware of no third party claim that any aspect of such Assignors present or
contemplated business operations infringes or will infringe any Mark in any
manner that is reasonably likely to cause a Material Adverse Effect.  Each Assignor further represents and warrants
as of the date hereof (or a supplement hereto in accordance with Section
14.2(d), as of the date of such supplement) that the Marks listed under its
name in Schedule 4.1 are valid, subsisting, have not been canceled,
except with respect to any such Marks that are not necessary or material to the
operation or financial condition of Assignors business.  Each Assignor represents and warrants that it
owns or is licensed to use all United States trademark registrations and
applications that it uses (other than any trademark registrations or
applications that are not necessary or material to the operation or financial
condition of Assignors business).  Each
Assignor hereby grants to the Collateral Agent an absolute power of attorney to
sign, upon the occurrence and during the continuance of an Event of Default,
any document which may be required by the United States Patent and Trademark
Office in order to effect an absolute assignment of all right, title and
interest in each Mark and associated goodwill, and record the same.  Each Assignor agrees to update Schedule
4.1 from time to time at the request of the Collateral Agent (but no less
frequently than annually) to reflect any new information required to be
indicated thereon and will provide such supplement to the Collateral Agent in
the form required by the Collateral Agent.  11


Section
4.2.           Divestitures.  Each Assignor hereby agrees not to divest
itself of any material right under any Mark that is necessary or material to
the operation or financial condition of such Assignors business absent prior
written approval of the Collateral Agent, except in accordance with Section 8.6
of the Credit Agreement.  Section
4.3.Infringements.  Each Assignor agrees, promptly upon learning
thereof, to notify the Collateral Agent in writing of the name and address of,
and to furnish such pertinent information that may be available with respect
to, any party who may be infringing or otherwise violating any of such Assignors
rights in and to any Significant Mark, or with respect to any party claiming
that such Assignors use of any Significant Mark violates any property right of
that party, in each case to the extent that such Assignor reasonably believes
that, with respect to such infringement, if determined adversely to such
Assignor, it could reasonably be expected to have a Material Adverse Effect.  Section
4.4.           Preservation of Marks.  Each Assignor shall have the duty to: (a)
prosecute diligently any trademark application or service mark application that
is a part of the Marks pending as of the date hereof or hereafter which are
necessary or material to the operation or financial condition of such Assignors
business; (b) make application for trademarks or service marks which are
necessary or material to the operation or financial condition of such Assignors
business; and (c) use its best efforts to maintain in full force and effect the
Marks and the licenses therefor that are or shall be necessary or material to
the operation or financial condition of such Assignors business.  Section 4.5.Maintenance of Registration.  Each Assignor shall, at its own expense,
diligently process all documents required by the Trademark Act of 1946, 15
U.S.C. §§ 1051 et  seq. to maintain trademark registrations,
including but not limited to affidavits of use and applications for renewals of
registration in the United States Patent and Trademark Office for all of its
Significant Marks pursuant to 15 U.S.C. §§ 1058(a), 1059 and 1065, and
shall pay all fees and disbursements in connection therewith and shall not
abandon any such filing of affidavit of use or any such application of renewal
prior to the exhaustion of all reasonable administrative and judicial remedies
without prior written consent of the Collateral Agent, except as otherwise
permitted under Section 4.4 herein.  Section 4.6.Future Registered Marks.  Each Assignor shall, on a quarterly basis,
deliver to the Collateral Agent (a) a copy of each Mark registration issued
after the date hereof to such Assignor as a result of any application now or
hereafter pending before the United States Patent and Trademark Office, and (b)
a grant of security in such Mark to the Collateral Agent, confirming the grant
thereof hereunder, the form of such grant to be substantially the same as the
form hereof.  Section
4.7.Remedies.  If an
Event of Default shall occur and be continuing, the Collateral Agent may, by
written notice to the relevant Assignor, take any or all of the following
actions:  (i) declare the entire right,
title and interest of such Assignor in and to each of its Marks together with
the goodwill of the business associated therewith, together with all trademark
rights and rights of protection to the same, vested in the Collateral Agent for
the benefit of the Secured Parties, in which event such rights, title and
interest shall immediately vest, in the Collateral Agent for the benefit of the
Secured Parties, in which case the Collateral  12


Agent shall be entitled to exercise the power of
attorney referred to in Section 4.1 to execute, cause to be acknowledged
and notarized and record said absolute assignment with the applicable agency;
(ii) take and use or sell the Marks together with the goodwill of such Assignors
business symbolized by the Marks and the right to carry on the business and use
the assets of such Assignor in connection with which the Marks have been used;
and (iii) direct such Assignor to refrain, in which event such Assignor
shall refrain, from using the Marks in any manner whatsoever, directly or
indirectly, and execute such other and further documents that the Collateral
Agent may request to further confirm this and to transfer ownership of the
Marks and registrations and any pending trademark application in the United
States Patent and Trademark Office or any equivalent government agency or
office in any foreign jurisdiction to the Collateral Agent.  ARTICLE V
SPECIAL PROVISIONS CONCERNING
PATENTS, COPYRIGHTS AND TRADE SECRETS  Section 5.1.Additional Representations and Warranties.  Each Assignor represents and warrants as of
the date hereof (or, for any Assignor made a party hereto pursuant to its
execution of a supplement hereto in accordance with Section 14.2(d), as
of the date of such supplement) that it is the true and lawful exclusive owner
of or otherwise has the right to use (i) all material Trade Secrets necessary
to operate the business of such Assignor, (ii) the Patents listed in Schedule
5.1(A) hereto for such Assignor and (iii) the Copyrights listed in Schedule
5.1(B) hereto for such Assignor, as such Schedule 5.1 may be updated
from time to time, for such Assignor, that said Patents constitute all the
United States patents and applications for United States patents that such Assignor
as of the date hereof owns or otherwise has the right to use.  Each Assignor represents and warrants that,
to its knowledge, it owns or is licensed to practice under all Patents and
Copyrights that it now uses or practices under, except where the failure to own
or be licensed under such Patents and Copyrights would not reasonably be
expected to have a material and adverse effect on the operations or financial
condition of such Assignor.  Each
Assignor further warrants that, except as indicated on Schedule 5.1, it
is aware of no third party claim that any aspect of such Assignors present or
contemplated business operations infringes or will infringe any patent or any
copyright or such Assignor has misappropriated any Trade Secrets or proprietary
information which could reasonably be expected to have a Material Adverse
Effect.  Each Assignor represents and
warrants that upon the recordation of each Grant of Security Interest in United
States Trademarks and Patents in the form of Annex A hereto in the United
States Patent and Trademark Office and the recordation of a Grant of Security
Interest in United States Copyrights in the form of Annex B hereto in
the United States Copyright Office, together with filings of appropriate UCC
financing statements pursuant to this Agreement, all filings, registrations and
recordings necessary or appropriate to perfect the security interests granted
to the Collateral Agent in the United States Patents and United States
Copyrights covered by this Agreement under federal law will have been
accomplished to the extent such perfection may be obtained under federal
law.  Each Assignor agrees to execute
such a Grant of Security Interest in United States Trademarks and Patents
covering all right, title and interest in each United States Patent of such
Assignor and to record the same, and to execute such a Grant of Security
Interest in United States Copyrights covering all right, title and interest in
each United States Copyright of such Assignor and to record the same.Each
Assignor hereby grants to the Collateral Agent an absolute power of attorney to  13


sign, upon the occurrence and during the continuance
of an Event of Default, any document which may be required by the United States
Patent and Trademark Office or the United States Copyright Office in order to
effect an absolute assignment of all right, title and interest in each Patent
and Copyright owned by such Assignor, and record the same.  Each Assignor agrees to update Schedule
5.1 from time to time at the request of Collateral Agent (but no less
frequently than annually) to reflect any new information required to be
indicated thereon and will provide such supplement to the Collateral Agent in
the form required by the Collateral Agent.  Section 5.2.Licenses and Assignments.  Each Assignor hereby agrees not to divest
itself of any material right under any Patent or Copyright that is necessary or
material to the operation or financial condition of such Assignors business
absent prior written approval of the Collateral Agent, except in accordance
with Section 8.6 of the Credit Agreement.  Section
5.3.Infringements.  Each Assignor agrees, promptly upon learning
thereof, to furnish the Collateral Agent in writing with all pertinent
information available to such Assignor with respect to any infringement or
other violation by any third party of such Assignors rights in and to any
Significant Patent or Significant Copyright, or with respect to any claim that
practice of any Significant Patent or Significant Copyright by such Assignor
violates any property right of that party, or with respect to any
misappropriation of any Trade Secret or any claim that such Assignors practice
of any Trade Secret violates any property right of a third party, in each case,
to the extent that such Assignor reasonably believes that such infringement or
violation, if determined adversely to such Assignor, could reasonably be
expected to have a Material Adverse Effect. 
Each Assignor further agrees, consistent with good business practice, to
diligently prosecute any Person infringing any Significant Patent or
Significant Copyright or any Person misappropriating any of such Assignors
Trade Secrets to the extent that such Assignor reasonably believes that such
infringement or misappropriation is material to its business.  Section 5.4.Maintenance of Patents.  Each Assignor shall have the duty to: (a)
prosecute diligently any Patent or Copyright application that is pending as of
the date hereof or hereafter which is necessary or material to the operation or
financial condition of such Assignors business; (b) make application for
Patents and Copyrights which are necessary or material to the operation or
financial condition of such Assignors business; and (c) use its best efforts
to maintain in full force and effect the Patents, the Copyrights and the
licenses therefor that are or shall be necessary or material to the operation
or financial condition of such Assignors business.  At its own expense, each Assignor shall make
timely payment of all post-issuance fees required pursuant to 35 U.S.C.
§ 41 to maintain in force rights under each Significant Patent.  Section 5.5.Prosecution of Patent Applications.  At its own expense, each Assignor shall
diligently prosecute all applications for United States Patents listed under
its name in Schedule 5.1(A), other than those that are not necessary or
material to the operation or financial condition of such Assignors business.  Section 5.6.Other Patents and Copyrights.  Each Assignor shall, on a quarterly basis,
deliver to the Collateral Agent (a) a copy of the first page of each Patent or
Copyright issued after the date hereof and (b) a grant of security in such
Patent or Copyright, or  14


application thereof as the case may be, to the
Collateral Agent, confirming the grant thereof hereunder, the form of such
grant to be substantially the same as the form hereof.  Section
5.7.Remedies.  If an
Event of Default shall occur and be continuing, the Collateral Agent may by
written notice to any Assignor, acting at the direction of the Instructing
Group, take any or all of the following actions:  (i) declare the entire right, title, and interest
of each relevant Assignor in each of the Patents and Copyrights vested in the
Collateral Agent for the benefit of the Secured Parties, in which event such
right, title, and interest shall immediately vest in the Collateral Agent for
the benefit of the Secured Parties, in which case the Collateral Agent shall be
entitled to exercise the power of attorney referred to in Section 5.1
hereof to execute, cause to be acknowledged and notarized and record said
absolute assignment with the applicable agency; (ii) take, practice, use or
sell the Patents and Copyrights; and (iii) direct such Assignor to refrain, in
which event such Assignor shall refrain, from practicing its Patents and using
its Copyrights directly or indirectly, and such Assignor shall execute such
other and further documents as the Collateral Agent may request further to
confirm this and to transfer ownership of the Patents and Copyrights to the
Collateral Agent for the benefit of the Secured Parties.  ARTICLE VI
PROVISIONS CONCERNING PLEDGED SECURITIES  From the date hereof and
continuing thereafter until this Agreement is terminated pursuant to Section
12.2, each Assignor covenants and agrees with the Collateral Agent and the
Secured Parties as follows:  Section 6.1.Pledge of Notes and
Additional Stock.  If any Assignor shall acquire in any manner
any additional Intercompany Notes, such Assignor shall forthwith (and without
the necessity for any request or demand by Collateral Agent or any Secured
Party) deliver such Intercompany Notes to or for the benefit of the Collateral
Agent in the same manner as described in Section 1.1(b), together with a
supplement to Schedule B reflecting the addition of such additional
Intercompany Notes, whereupon such additional Intercompany Notes shall be
deemed to be Pledged Intercompany Notes for all purposes hereunder.  To the extent required by Section 7.11(c) or
(e) of the Credit Agreement, if any Assignor shall at any time acquire any
additional shares of the capital stock of any class of Pledged Stock, whether
such acquisition shall be by purchase, exchange, reclassification, dividend, or
otherwise, or acquire any new shares of capital stock of any newly formed or
acquired Subsidiary (as defined under and to the extent permitted by the Credit
Agreement), such Assignor shall forthwith (and without the necessity for any
request or demand by Collateral Agent or any Secured Party) (a) unless such
shares are uncertificated shares of a Foreign Subsidiary, deliver such shares
(or, with respect to any Foreign Subsidiary, such percentage of the shares as may
be required by Section 7.11(c) or (e) of the Credit Agreement or the
corresponding provision of the Revolving Credit Agreement) to or for the
benefit of the Collateral Agent in the same manner as described in Section
1.1(b), or (b) if such shares are uncertificated shares of capital stock of
a Foreign Subsidiary, take all actions necessary to grant to the Collateral
Agent, subject to Section 1.2, a perfected security interest in such
shares (including the execution, delivery, recording and registering of a
pledge or charge on shares with any and all appropriate company or governmental
offices), together with, in either case a supplement to Schedule C
reflecting the addition of such additional shares of  15


stock, whereupon such
additional shares of stock shall be deemed to be Pledged Stock for all purposes
hereunder.  Each Assignor will hold in
trust for Collateral Agent and the Secured Parties upon receipt and immediately
thereafter deliver to or for the benefit of Collateral Agent, as the case may
be, any instrument evidencing or constituting Collateral (except, so long as no
Event of Default has occurred and is continuing, ordinary cash dividends, if
any, paid with respect to the Pledged Stock and the Stock Rights and payments
in respect of the Pledged Intercompany Notes, in each case as permitted by the
Credit Agreement).  Section 6.2.Title; Security Interest
and Lien.  Each Assignor (a) shall preserve, warrant,
and defend title to and ownership of its Pledged Intercompany Notes and Pledged
Stock and the Lien therein created hereby against the claims of all Persons
whomsoever; (b) except as may be otherwise permitted by the Credit Agreement,
shall not at any time sell, assign, transfer, or otherwise dispose of its
right, title and interest in and to any of the Collateral; (c) other than
actions permitted under the Credit Agreement, will not do or suffer any matter
or thing whereby the Liens created by this Agreement in and to the Collateral
are impaired; and (d) shall not at any time, directly or indirectly, create,
assume, or suffer to exist any Lien, warrant, put, option, or other rights of
third Persons and restrictions in and to the Pledged Securities or any part
thereof, other than (i) Permitted Liens and (ii) restrictions on
transferability imposed by applicable state and federal securities laws, rules
and regulations.  Section
6.3.Additional Documentation; Further Assurances.  Each
Assignor, at its own expense, shall from time to time execute and deliver to
the Collateral Agent all such other assignments, certificates, supplemental
documents and financing statements, and do all other acts or things as
Collateral Agent may reasonably request in order to more fully create,
evidence, perfect, continue and preserve the perfection and priority of the
Liens created hereby.  Section
6.4.           Pledged Stock.  (a)Changes in Capital Structure of Issuers.  Subject to mandatory requirements of
applicable law then in effect, no Assignor will (i) permit or suffer any issuer
of its Pledged Stock to dissolve, liquidate or merge or consolidate with any
other entity, except as permitted by Section 8.3 of the Credit Agreement, or
(ii) vote any of the Pledged Stock in favor of any of the foregoing.  (b)Issuance of Additional Stock. 
Except as permitted by Sections 8.5 and 8.14 of the Credit Agreement, no
Assignor will cause or, to the extent controlled by it, permit the issuer of
any of its Pledged Stock to issue any stock, any right to receive stock or any
right to receive earnings, except to an Assignor or in a manner that does not
dilute Assignors ownership interest or rights in such issuer.  (c)Registration of Pledged Stock.  At
any time after the occurrence and during the continuance of an Event of
Default, each Assignor will, to the extent permitted by the Requirements of
Law, permit any registerable Pledged Stock to be registered in the name of the
Collateral Agent or its nominee at the option of the Collateral Agent.  16


(d)           Exercise
of Rights in Pledged Stock.  Subject to Article VIII,
each Assignor will permit the Collateral Agent or its nominee at any time after
the occurrence and during the continuance of an Event of Default, without
notice, to exercise all voting and corporate rights relating to the Pledged
Stock, including, without limitation, exchange, subscription or any other
rights, privileges, or options pertaining to any shares of the Pledged Stock
and the Stock Rights as if it were the absolute owner thereof.  ARTICLE VII
PROVISIONS CONCERNING ALL COLLATERAL  Section
7.1.Protection
of Collateral Agents Security.  Each Assignor
covenants that it will do nothing to impair the rights of the Collateral Agent
in the Collateral.  If any Assignor shall
fail to insure any Inventory and Equipment constituting Collateral in
accordance with the terms of Section 7.8 of the Credit Agreement, the
Collateral Agent shall have the right (but shall be under no obligation) to
procure such commercially reasonable insurance and such Assignor agrees to
reimburse the Collateral Agent for all costs and expenses of procuring such
commercially reasonable insurance, and the Collateral Agent may apply any
proceeds of such insurance in accordance with Section 8.4.  Each Assignor assumes all liability and
responsibility in connection with the Collateral acquired by it and the
liability of such Assignor to satisfy its Obligations shall in no way be
affected or diminished by reason of the fact that such Collateral may be lost,
destroyed, stolen, damaged or for any reason whatsoever unavailable to such
Assignor, except due to the gross negligence or willful misconduct of the
Collateral Agent.  Section
7.2.Warehouse
Receipts Non-Negotiable; Third Party Acknowledgement. 
Each Assignor agrees that if any warehouse receipt or receipt in the
nature of a warehouse receipt is issued with respect to any of its Inventory,
such warehouse receipt or receipt in the nature thereof shall either
(a) not be negotiable (as such term is used in Section 7-104 of the
Code as in effect in any relevant jurisdiction or under other relevant law), or
(b) if negotiable, the security interests of the Collateral Agent in such
warehouse receipt shall be perfected to the reasonable satisfaction of the
Collateral Agent.  In no event will
Collateral with a fair market value greater than $5,000,000 be located at any
such third-party that has not so acknowledged that such assets constitute
Collateral herewith.  Each Assignor will
use commercially reasonable efforts to obtain an acknowledgement from such
third-party that it is holding the Collateral for the benefit of the Collateral
Agent.  Section
7.3.Right to Initiate Judicial Proceedings, etc.  The Collateral Agent shall have the right,
obligation and power to institute and maintain, and it shall institute and
maintain, such suits and proceedings as it may be directed by the Instructing
Group pursuant to this Agreement to protect and enforce the rights vested in it
by this Agreement for the benefit of the Secured Parties.  Section
7.4.Appointment of a Receiver. 
After the occurrence and during the continuance of an Event of Default,
the Collateral Agent may be appointed as a receiver of any or all of the
Collateral in a judicial proceeding. 
Notwithstanding the appointment of a receiver, the Collateral Agent
shall be entitled to retain possession and control of all cash held by or  17


deposited with it or its agents or co-agents pursuant
to any provision of this Agreement or any Mortgage.  Section
7.5.Further Actions.  Subject to the last
sentence of Section 2.6, each Assignor will, at its own expense, make,
execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from
time to time such lists, descriptions and designations of its Collateral,
warehouse receipts, receipts in the nature of warehouse receipts, bills of
lading, documents of title, vouchers, invoices, schedules, confirmatory
assignments, conveyances, financing statements, transfer endorsements, powers of
attorney, certificates, reports and other assurances or instruments and take
such further steps relating to the Collateral and other property or rights
covered by the security interests hereby granted by such Assignor, which the
Collateral Agent deems reasonably appropriate or advisable to perfect, preserve
or protect its security interests in the Collateral within seven days after any
request by the Collateral Agent or such earlier date as may be required by law
or necessary to preserve or protect the security interests in the Collateral
granted by such Assignor pursuant to this Agreement.  Section
7.6.Financing Statements.  Each Assignor agrees
to authorize, execute and deliver to the Collateral Agent such financing
statements, in form acceptable to the Collateral Agent, as the Collateral Agent
may from time to time request as are necessary or desirable in the opinion of
the Collateral Agent to establish and maintain valid, enforceable, perfected
security interests, subject to Section 1.2, in its Collateral (except
that no Assignor shall be required to perfect the security interests granted by
it hereunder in any Excluded Foreign or Transportation Assets) as provided
herein and the other rights and security contemplated hereby all in accordance
with the Uniform Commercial Code as enacted in any and all relevant
jurisdictions or any other relevant. 
Each Assignor will pay any applicable filing fees, recordation taxes and
expenses related to its Collateral.  Each
Assignor authorizes the Collateral Agent to file and deliver any such financing
statements without the signature of such Assignor where permitted by law.  The Assignors authorize the filing of any
financing statement that the Collateral Agent deems necessary or advisable and
such financing statements may include super-generic descriptions of collateral.  Section
7.7.Control.  To the extent
required under Section 9-313 of the Uniform Commercial Code, where any
Collateral with a fair market value of greater than $1,000,000 is in the
possession of a third party, each Assignor will join with the Collateral Agent
in notifying the third party of the Collateral Agents security interests and
will use its commercially reasonable efforts to obtain an acknowledgement from
the third party that it is holding the Collateral for the benefit of the
Collateral Agent.  Upon request of the
Collateral Agent, each Assignor will cooperate with the Collateral Agent in
obtaining control with respect to Collateral consisting of:  (i) Investment Property (to the extent control
within the meaning of Sections 8-106 and 9-106 of the UCC can be obtained with
respect to such Investment Property); (ii) Letter-of-Credit Rights; and (iii)
Electronic Chattel Paper.  In the event
any Assignor is the beneficiary of any individual letter of credit in excess of
$100,000 (or letters of credit in excess of $250,000 in the aggregate), such
Assignor shall enter into a tri-party agreement with the Collateral Agent and
the issuer or confirmation bank for such letter of credit with respect to Letter-of-Credit
Rights related to such letter of credit assigning such Letter-of-Credit Rights
to the Collateral Agent and directing all payments thereunder to the Collateral
Account, all in form and substance reasonably satisfactory to the Collateral
Agent.  18


ARTICLE VIII
REMEDIES UPON OCCURRENCE OF EVENT OF DEFAULT  Section
8.1.Remedies;
Obtaining the Collateral Upon Default.  Each Assignor agrees that, if any Event of
Default shall have occurred and be continuing, then and in every such case,
subject to any mandatory requirements of applicable law then in effect, the
Collateral Agent, acting at the direction of the Instructing Group, shall have,
in addition to any rights now or hereafter existing under applicable law, all
rights as a secured creditor under the Uniform Commercial Code in all relevant
jurisdictions and may:  (a)personally,
or by agents or attorneys, immediately take or retake, as the case may be,
possession of the Collateral or any part thereof, from such Assignor or any
other Person who then has possession of any part thereof with or without notice
or process of law, and for that purpose may enter upon such Assignors premises
where any of the Collateral is located and remove the same and use in
connection with such removal any and all services, supplies, aids and other
facilities of such Assignor; and  (b)in
addition to any rights the Collateral Agent may have under Section 3.2,
instruct the obligor or obligors on any agreement, instrument or other
obligation (including, without limitation, the Receivables and the Contracts)
constituting the Collateral to make any payment required by the terms of such
agreement, instrument or other obligation directly to the Collateral Agent and
may exercise any and all remedies of such Assignor in respect of such
Collateral; and  (c)withdraw
all monies, securities and instruments in any cash collateral account for
application to the Obligations in accordance with Section 8.4 hereof;
and  (d)sell,
assign or otherwise liquidate, or direct such Assignor to sell, assign or
otherwise liquidate, any or all of the Collateral or any part thereof, and take
possession of the proceeds of any such sale or liquidation; and  (e)take
possession of the Collateral or any part thereof, by directing the relevant
Assignor in writing to deliver the same to the Collateral Agent at any place or
places designated by the Collateral Agent, in which event such Assignor shall
at its own expense:  (i)            forthwith cause the same to be moved
to the place or places so designated by the Collateral Agent and there
delivered to the Collateral Agent, and  (ii)           store and keep any Collateral so
delivered to the Collateral Agent at such place or places pending further
action by the Collateral Agent as provided in Section 8.2 hereof, and  (iii)          while the Collateral shall be so
stored and kept, provide such guards and maintenance services as shall be
necessary to protect the same and to preserve and maintain them in good
condition; and  (f)license
or sublicense (to the extent not in violation of the license), whether on an
exclusive or nonexclusive basis, any Marks (together with associated goodwill),
Patents or  19


Copyrights included in
the Collateral for such term and on such conditions and in such manner as the
Collateral Agent shall in its sole judgment determine;  it being understood that each Assignors obligation so
to deliver the Collateral is of the essence of this Agreement and that,
accordingly, upon application to a court of equity having jurisdiction, the
Collateral Agent shall be entitled to a decree requiring specific performance
by such Assignor of said obligation.  Section
8.2.Remedies;
Disposition of the Collateral.  Any Collateral repossessed by the Collateral
Agent under or pursuant to Section 8.1 hereof and any other Collateral
whether or not so repossessed by the Collateral Agent, may be sold, assigned,
leased or otherwise disposed of under one or more contracts or as an entirety,
and without the necessity of gathering at the place of sale the property to be
sold, and in general in such manner, at such time or times, at such place or
places and on such terms as the Collateral Agent may, in compliance with any
mandatory requirements of applicable law, determine to be commercially
reasonable.  Any of the Collateral may be
sold, leased or otherwise disposed of, in the condition in which the same
existed when taken by the Collateral Agent or after any overhaul or repair at
the expense of the relevant Assignor which the Collateral Agent shall determine
to be commercially reasonable.  Any such
disposition which shall be a private sale or other private proceedings
permitted by such requirements shall be made upon not less than 10 days written
notice to the relevant Assignor specifying the time at which such disposition
is to be made and the intended sale price or other consideration therefor, and
shall be subject, for the 10 days after the giving of such notice, to the right
of the relevant Assignor or any nominee of such Assignor to acquire the
Collateral involved at a price or for such other consideration at least equal
to the intended sale price or other consideration so specified.  Any such disposition which shall be a public
sale permitted by such requirements shall be made upon not less than 10 days
written notice to the relevant Assignor specifying the time and place of such
sale and, in the absence of applicable requirements of law, shall be by public
auction (which may, at the Collateral Agents option, be subject to reserve),
after publication of notice of such auction not less than 10 days prior thereto
in two newspapers in general circulation in Salt Lake City, Utah, The City of
New York and in such other locations as may be necessary in order for the sale
to be commercially reasonable (as such term is used in Article 9 of the
Uniform Commercial Code).  To the extent
not prohibited by any such Requirement of Law, the Collateral Agent or any
Secured Party may bid for and become the purchaser of the Collateral or any
item thereof, offered for sale in accordance with this Section 8.2
without accountability to the relevant Assignor.  If, under mandatory requirements of
applicable law, the Collateral Agent shall be required to make disposition of
the Collateral within a period of time which does not permit the giving of
notice to the relevant Assignor as hereinabove specified, the Collateral Agent
need give such Assignor only such notice of disposition as shall be reasonably
practicable in view of such mandatory requirements of applicable law.  Each Assignor agrees to do or cause to be
done all such other acts and things as may be reasonably necessary to make such
sale or sales of all or any portion of the Collateral valid and binding and in
compliance with any and all applicable laws, regulations, orders, writs,
injunctions, decrees or awards of any and all courts, arbitrators or
governmental instrumentalities, domestic or foreign, having jurisdiction over
any such sale or sales, all at such Assignors expense.  20


Section
8.3.Waiver
of Claims.  Except as otherwise provided in this
Agreement, EACH ASSIGNOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE
LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE COLLATERAL AGENTS
TAKING POSSESSION OR THE COLLATERAL AGENTS DISPOSITION OF ANY OF THE
COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING
FOR ANY PREJUDGMENT REMEDY OR REMEDIES, and each Assignor hereby further
waives, to the extent permitted by law:  (a)all
damages occasioned by such taking of possession except any damages which are
the direct result of the Collateral Agents gross negligence or willful
misconduct;  (b)all
other requirements as to the time, place and terms of sale or other
requirements with respect to the enforcement of the Collateral Agents rights
hereunder; and  (c)all
rights of redemption, appraisement, valuation, stay, extension or moratorium
now or hereafter in force under any applicable law in order to prevent or delay
the enforcement of this Agreement or the absolute sale of the Collateral or any
portion thereof, and each Assignor, for itself and all who may claim under it,
insofar as it or they now or hereafter lawfully may, hereby waives the benefit
of all such laws.  Any sale of, or the grant of options to purchase, or
any other realization upon, any Collateral shall operate to divest all right,
title, interest, claim and demand, either at law or in equity, of the relevant
Assignor therein and thereto, and shall be a perpetual bar both at law and in
equity against such Assignor and against any and all Persons claiming or
attempting to claim the Collateral so sold, optioned or realized upon, or any
part thereof, from, through and under such Assignor.  Section
8.4.Application of Proceeds.  (a)Subject
to Section 1.2, all moneys collected by the Collateral Agent (or, to the
extent this Agreement or any Mortgage to which any Assignor is a party requires
proceeds of Collateral under such agreement to be applied in accordance with
the provisions of this Agreement, or Mortgagee under such other agreement) upon
any sale or other disposition of the Collateral, together with all other moneys
received by the Collateral Agent hereunder, shall be applied as follows:  (i)            first,
to the payment of all amounts owing to the Collateral Agent or the
Administrative Agent of the type described in clauses (iv) and (v) of the
definition of Obligations set forth in Annex A hereto;  (ii)           second,
to the extent proceeds remain after the application pursuant to the preceding
clause (i), an amount equal to the outstanding Primary Obligations shall be
paid to the Secured Parties as provided in Section 8.4(d) hereof, with
each Secured Party receiving an amount equal to such outstanding Primary
Obligations or, if the proceeds are insufficient to pay in full all such
Primary Obligations, its Pro Rata Share of the amount remaining to be
distributed;  21


(iii)          third,
to the extent proceeds remain after the application pursuant to the preceding
clauses (i) and (ii), an amount equal to the outstanding Secondary Obligations
shall be paid to the Secured Parties as provided in Section 8.4(d), with
each Secured Party receiving an amount equal to its outstanding Secondary
Obligations or, if the proceeds are insufficient to pay in full all such
Secondary Obligations, its Pro Rata Share of the amount remaining to be
distributed;  (iv)          fourth,
to the extent proceeds remain after the application pursuant to the preceding
clauses (i) through (iii) and any Term and Note Secured Obligation (as defined
in the Intercreditor Agreement) remain outstanding, to the Term and Note
Collateral Agent (as defined in the Intercreditor Agreement) to be applied in
accordance with Section 8.4 of the Term and Note Security Agreement (as defined
in the Intercreditor Agreement); and  (v)           fifth,
to the extent proceeds remain after the application pursuant to the preceding
clauses (i) through (iv), inclusive, and following the termination of this
Agreement pursuant to Section 12.2, to the relevant Assignor or to
whomever may be lawfully entitled to receive such surplus, or as a court of
competent jurisdiction may direct.  (b)For
purposes of this Agreement (i) Pro Rata Share shall mean, when
calculating a Secured Partys portion of any distribution or amount, that
amount (expressed as a percentage) equal to a fraction, the numerator of which
is the then unpaid amount of such Secured Partys Primary Obligations or
Secondary Obligations, as the case may be, and the denominator of which is the
then outstanding amount of all Primary Obligations or Secondary Obligations, as
the case may be, (ii) Primary Obligations shall mean (A) in the case
of the Credit Agreement Obligations, all principal of, and interest on, all
Loans (together with all interest accrued thereon) under the Credit Agreement,
and all fees, (B) in the case of the Senior Secured Notes Obligations, all
principal of, and interest on, all Senior Secured Notes (together with all
interest accrued thereon), and (C) in the case of the Other Obligations, all
amounts due under the Hedging Agreements and Foreign Overdraft Facility
Agreements (other than indemnities, fees (including, without limitation, attorneys
fees) and similar obligations and liabilities) and (iii) Secondary
Obligations shall mean all Obligations other than Primary Obligations.  (c)If
any payment to any Secured Party of any distribution would result in
overpayment to such Secured Party, such excess amount shall instead be
distributed in respect of the unpaid Primary Obligations or Secondary
Obligations, as the case may be, of the other Secured Parties, with each
Secured Party whose Primary Obligations or Secondary Obligations, as the case
may be, have not been paid in full to receive an amount equal to such excess
amount multiplied by a fraction the numerator of which is the unpaid Primary
Obligations or Secondary Obligations, as the case may be, of such Secured Party
and the denominator of which is the unpaid Primary Obligations or Secondary
Obligations, as the case may be, of all Secured Parties entitled to such
distribution.  22


(d)All
payments required to be made hereunder shall be made (i) if to the Lenders or
the Administrative Agent, to the Administrative Agent under the Credit
Agreement for the account of the Lenders or the Administrative Agent, as the
case may be, (ii) if to the holders of the Senior Secured Notes or the Senior
Secured Notes Trustee, to the Senior Secured Notes Trustee, and (iii) if to any
other Secured Party, to the trustee, paying agent or other similar
representative (each a Representative) for such other Secured Party
or, in the absence of such a Representative, such applicable Secured Party.  (e)For
purposes of applying payments received in accordance with this Section 8.4,
the Collateral Agent shall be entitled to rely upon (i) the Administrative
Agent under the Credit Agreement, (ii) the Senior Secured Notes Trustee and
(iii) the other applicable Secured Parties for a determination (which the
Administrative Agent, and the other Secured Parties agree (or shall agree) to
provide upon request of the Collateral Agent) of the outstanding Primary
Obligations and Secondary Obligations owed to the Administrative Agent,
Lenders, holders of the Senior Secured Notes, Senior Secured Notes Trustee or
the other applicable Representatives or Secured Parties, as the case may
be.  Unless it has actual knowledge
(including by way of written notice from a Secured Party to the contrary), the
Administrative Agent, the Senior Secured Notes Trustee and each other
applicable Representative or Secured Party, in furnishing information pursuant
to the preceding sentence, and the Collateral Agent, in acting hereunder, shall
be entitled to assume that no Secondary Obligations are outstanding.  (f)Each
Secured Party hereby agrees that, notwithstanding the order of filing of the
financing statements evidencing the granting of security interests hereunder or
any other priority to which such Secured Party may otherwise be entitled, (x)
the proceeds of the Collateral shall be distributed in accordance with the
provisions of Section 1.2, (y) the Collateral Agent shall have
discretion to apply proceeds of Collateral in such a manner as is necessary to
give effect to Section 8.4(a), and (z) any proceeds of the Collateral
received by it other than from the Collateral Agent shall be held in trust and
immediately turned over to the Collateral Agent for application in accordance
with the provisions of Section 1.2 or, if the Revolving Credit
Obligations shall have been Fully Paid, in accordance with this Section 8.4.  (g)It
is understood and agreed that the Assignors shall remain liable to the extent
of any deficiency between the amount of the proceeds of the Collateral
hereunder and the aggregate amount of the sums referred to in clauses (i)
through (iii), inclusive, of Section 8.4(a).  Section
8.5.Remedies
Cumulative. Each and every right, power and remedy hereby
specifically given to the Collateral Agent shall be in addition to every other
right, power and remedy specifically given under this Agreement, the Hedging
Agreements, the other Loan Documents, the Senior Secured Notes Indenture or now
or hereafter existing at law or in equity, or by statute and each and every
right, power and remedy whether specifically herein given or otherwise existing
may be exercised from time to time or simultaneously and as often and in such
order as may be deemed expedient by the Collateral Agent.  All such rights, powers and remedies shall be
cumulative and the exercise or the beginning of the exercise of one shall not
be deemed a waiver of the right to exercise any other or others.  No delay or omission of the Collateral Agent
in the exercise of any such right, power or remedy and no renewal or extension
of any of the Obligations and no course of dealing between the relevant
Assignor and the Collateral Agent or any holder of any of the Obligations shall
impair any such right, power or  23


remedy or shall be construed to be a waiver of any
Event of Default or an acquiescence therein. 
No notice to or demand on any Assignor in any case shall entitle it to
any other or further notice or demand in similar or other circumstances or
constitute a waiver of any of the rights of the Collateral Agent to any other
or further action in any circumstances without notice or demand.  In the event that the Collateral Agent shall
bring any suit to enforce any of its rights hereunder and shall be entitled to
judgment, then in such suit the Collateral Agent may recover expenses,
including attorneys fees, and the amounts thereof shall be included in such
judgment.  Section
8.6.Discontinuance
of Proceedings.  In case the Collateral Agent shall have
instituted any proceeding to enforce any right, power or remedy under this
Agreement by foreclosure, sale, entry or otherwise, and such proceeding shall
have been discontinued or abandoned for any reason or shall have been
determined adversely to the Collateral Agent, then and in every such case the
relevant Assignor, the Collateral Agent and each holder of any of the
Obligations shall be restored to their former positions and rights hereunder with
respect to the Collateral subject to the security interests created under this
Agreement, and all rights, remedies and powers of the Collateral Agent shall
continue as if no such proceeding had been instituted.  ARTICLE IX
INDEMNITY  Section
9.1.Indemnity. 
(a) Each Assignor, jointly
and severally, agrees to pay, indemnify, reimburse and hold the Collateral
Agent, each Secured Party and each Secured Partys respective successors,
assigns, employees, agents and servants (hereinafter in this Section 9.1
referred to individually as Indemnitee, and collectively as Indemnitees)
harmless from and against any and all liabilities, obligations, losses,
damages, injuries, penalties, claims, demands, actions, suits, judgments and
any and all costs, expenses or disbursements (including reasonable attorneys
fees and expenses) (for the purposes of this Section 9.1 the foregoing
are collectively called expenses) of whatsoever kind and nature
imposed on, asserted against or incurred by any of the Indemnitees in any way
relating to or arising out of this Agreement, any other Loan Document, the
Senior Secured Notes Indenture, the Senior Secured Notes or any other document
executed in connection herewith or therewith or in any other way connected with
the administration of the transactions contemplated hereby or thereby or the
enforcement of any of the terms of, or the preservation of any rights thereof,
or in any way relating to or arising out of the manufacture, ownership,
ordering, purchase, delivery, control, acceptance, lease, financing,
possession, operation, condition, sale, return or other disposition, or use of
the Collateral (including, without limitation, latent or other defects, whether
or not discoverable), any contract claim or, to the maximum extent permitted
under applicable law, the violation of the laws of any country, state or other
governmental body or unit, or any tort (including, without limitation, claims
arising or imposed under the doctrine of strict liability, or for or on account
of injury to or the death of any Person (including any Indemnitee), or property
damage); provided that no Indemnitee shall be indemnified pursuant to this Section
9.1(a) for any expense to the extent it arises or results from the bad
faith, gross negligence or willful misconduct of such Indemnitee as determined
by a court of competent jurisdiction. 
Each Assignor agrees that upon written notice by any Indemnitee of the
assertion of such a liability, obligation, damage, injury, penalty, claim,
demand, action, suit or judgment, the relevant Assignor shall assume full
responsibility for the defense thereof. 
Each Indemnitee agrees to use its best efforts to promptly notify the
relevant Assignor of any such assertion of which such Indemnitee has knowledge.  24


(b)In
any suit, proceeding or action brought by the Collateral Agent under or with
respect to the Collateral for any sum owing thereunder, or to enforce any
provisions hereof or of any Loan Document, each Assignor will save, indemnify
and keep the Collateral Agent and each Secured Party harmless from and against
all expense, loss or damage suffered by reason of any defense, set off,
counterclaim, recoupment or reduction of liability whatsoever of the obligee
thereunder, arising out of any other agreement, indebtedness or liability at
any time owing to or in favor of such obligee or its successors from such
Assignor except to the extent that any such expense, loss or damage arises out
of such obligees gross negligence or willful misconduct, and all such
obligations of such Assignor shall be and remain enforceable against such
Assignor and shall not be enforceable against the Collateral Agent or any
Secured Party.  (c)If
the Collateral Agent has been requested or instructed pursuant to this
Agreement or any Loan Document to take, or to refrain from taking, any action
pursuant to this Agreement or any Loan Document, (i) each Assignor agrees to,
and (ii) the Secured Parties ratably in accordance with the amount of the
Secured Obligations owing to them and with respect to which they have a
security interest, if the Instructing Group has made such request or given such
instruction, agree to, and hereby do indemnify and hold harmless the Collateral
Agent to the fullest extent permitted by applicable law, from and against any
and all liability, loss, costs, damages, attorneys fees, fines, claims,
judgments, amounts paid in settlement in connection with any threatened,
pending or completed claim, action, suit, proceeding or investigation, whether
criminal, civil or administrative, and expenses of whatever kind or nature
which the Collateral Agent may sustain or incur by reason of or in connection
with the Collateral Agents acting or refraining to act in accordance with such
request or instruction other than sustained or incurred by reason of the
Collateral Agents gross negligence or willful misconduct; provided that
the obligations of the Secured Parties under this Section 9.1(c) shall
become enforceable against them if and only if and to the extent that (x) the
Assignors fail to pay the obligations arising under this Section 9.1(c)
in accordance with the terms hereof and of the Mortgages and (y) the
unallocated Proceeds from the Collateral are insufficient to pay the
obligations arising under this Section 9.1(c).  (d)Without
limiting the application of Section 9.1(a), (b), or (c)
hereof, each Assignor agrees, jointly and severally, to pay, or reimburse the
Collateral Agent for any and all reasonable fees, costs and expenses of whatever
kind or nature incurred in connection with the creation, preservation or
protection of the Collateral Agents Liens on, and security interests in, the
Collateral, including, without limitation, all reasonable fees and taxes in
connection with the recording or filing of instruments and documents in public
offices, payment or discharge of any taxes or Liens upon or in respect of the
Collateral, premiums for insurance with respect to the Collateral and all other
reasonable fees, costs and expenses in connection with protecting, maintaining
or preserving the Collateral and the Collateral Agents interests therein,
whether through judicial proceedings or otherwise, or in defending or
prosecuting any actions, suits or proceedings arising out of or relating to the
Collateral.  (e)Without
limiting the application of Section 9.1(a) or (b) hereof, each
Assignor agrees, jointly and severally, to pay, indemnify and hold each
Indemnitee harmless from and against any loss, costs, damages and expenses
which such Indemnitee may suffer, expend or incur in consequence of or growing
out of any misrepresentation by any Assignor in this Agreement, any other Loan
Document, any Hedging Agreement or any Foreign Overdraft  25


Facility Agreement or in any writing contemplated by
or made or delivered pursuant to or in connection with this Agreement, any
other Loan Document, the Senior Secured Notes Indenture, the Senior Secured
Notes, any Hedging Agreement or any Foreign Overdraft Facility.  (f)If
and to the extent that the obligations of any Assignor under this Section
9.1 are unenforceable for any reason, such Assignor hereby agrees to make
the maximum contribution to the payment and satisfaction of such obligations
which is permissible under applicable law.  Section
9.2.Indemnity
Obligations Secured by Collateral; Survival.  Any amounts paid by
any Indemnitee as to which such Indemnitee has the right to reimbursement shall
constitute Obligations secured by the Collateral prior to the release of the
Collateral pursuant to the terms hereof. 
The indemnity obligations of each Assignor contained in this Article
IX shall continue in full force and effect notwithstanding the full payment
of all the Loans under the Credit Agreement, the full payment of the Senior
Secured Notes, the termination of all Hedging Agreements, the termination and
payment in full of the Foreign Overdraft Facility and the payment of all other
Obligations and notwithstanding the discharge thereof or any other termination
of this Agreement and the Mortgages, including pursuant to Section 12.2,
and, as to any Collateral Agent, the resignation or removal thereof.  ARTICLE X
OTHER AGREEMENTS WITH COLLATERAL AGENT  Section
10.1.Record Keeping and Reporting.  (a)Each
Assignor agrees that it shall keep, or cause to be kept, adequate records and
books of account (including, without limitation, with respect to any
Intercompany Notes issued by or to it), in which complete entries are to be
made in accordance with sound accounting principles consistently applied, and
will permit the Collateral Agent or its representatives, at any reasonable
time, and from time to time at the reasonable request of the Collateral Agent
and upon reasonable notice, to visit and inspect its properties, to examine and
make copies of and take abstracts from its respective records and books of
account, and to discuss its affairs, finances and accounts with its principal
officers, directors and, with the written consent of such Assignor (which
consent shall not be required if any Event of Default has occurred and is
continuing), independent public accountants, provided that such Assignor may
attend such meetings (and by this provision such Assignor authorizes such
accountants to discuss with the Collateral Agent and such representatives the
affairs, finances and accounts of such Assignor).  (b)Each
Assignor agrees that it shall deliver to the Collateral Agent (and the
Collateral Agent may rely upon) as soon as available but in any event not more
than ninety (90) days after the close of each calendar year, and from time to
time upon request of the Collateral Agent, a statement setting forth the
outstanding amount of each Intercompany Note of such Assignor.  26


Section
10.2.Compensation and Expenses.  (a)The
Assignors, jointly and severally, hereby agree to pay to the Collateral Agent,
upon acceptance by the Collateral Agent of the obligations created by this
Agreement and thereafter until all Proceeds are distributed and this Agreement
is terminated, from time to time, upon demand, all of the reasonable costs and
expenses of the Collateral Agent (including the reasonable fees and
disbursements of its counsel and such special counsel as the Collateral Agent
reasonably elects to retain) (i) arising in connection with the preparation,
execution, delivery, modification, restatement, amendment or termination of
this Agreement, each Mortgage and each Security Document or the enforcement
(whether in the context of a civil action, adversary proceeding, bankruptcy,
workout or otherwise) of any of the provisions hereof or thereof or (ii)
incurred or required to be advanced in connection with the preservation,
protection or defense of the Collateral, the Mortgaged Property and all
collateral under any and all other Security Documents (collectively, the Collateral
Agent Costs).  The Collateral Agents
compensation shall not be limited by any law relating to compensation of a
collateral agent.  The obligations of the
Assignors under this Section 10.2 shall survive the termination of other
provisions of this Agreement and the Mortgages.  (b)When
the Collateral Agent incurs expenses or renders services after an order for
relief with respect to any Assignor shall have been entered under any
applicable bankruptcy, insolvency or other similar law, the expense and the
compensation for the Collateral Agents services are intended to constitute
expenses of administration under any bankruptcy law.  Section
10.3.Stamp and Other Taxes.  Each Assignor agrees to indemnify and hold
harmless the Collateral Agent and each Secured Party from and against any
present or future claim for liability for any stamp or other similar tax and
any penalties or interest with respect thereto which may be assessed, levied or
collected by any jurisdiction in connection with this Agreement, the Mortgages
and all other Security Documents, or the attachment or perfection of the
security interests granted to the Collateral Agent by such Assignor in the
Collateral, the Mortgaged Property and all collateral under any and all other
Security Documents.  The obligations of
the Assignors under this Section 10.3 shall survive the termination of
the other provisions of this Agreement, the Mortgages and the other Security
Documents.  Section
10.4.Filing Fees, Excise Taxes, Etc.  Each Assignor agrees to pay or to reimburse
the Collateral Agent and each Secured Party for any and all amounts in respect
of all search, filing, recording and registration fees, taxes (other than
income taxes), excise taxes, sales taxes and other similar imposts which may be
payable or determined to be payable in respect of the execution, delivery,
performance and enforcement of this Agreement, each Mortgage and the other
Security Documents and agrees to save the Collateral Agent and each Secured
Person harmless from and against any and all liabilities with respect to or
resulting from any delay in paying or omission to pay such taxes and fees.  The obligations of the Assignors under this Section
10.4 shall survive the termination of the other provisions of this
Agreement, the Mortgages and the other Security Documents.  27


ARTICLE XI
THE COLLATERAL AGENT  Section
11.1.Exculpatory Provisions.  (a)The
Collateral Agent shall not be responsible in any manner whatsoever for the
correctness of any recitals, statements, representations or warranties
contained herein, in the Mortgages or in any other Security Document.  The Collateral Agent makes no representations
as to the value or condition of the Collateral or any part thereof, or as to
the title of the respective Assignors thereto or as to the security afforded by
the Mortgages or this Agreement, or as to the validity, execution (except its
own execution), enforceability, legality or sufficiency of this Agreement, any
Mortgage or of the Obligations, and the Collateral Agent shall incur no
liability or responsibility in respect of any such matters.  The Collateral Agent shall not be responsible
for insuring the Collateral or for the payment of taxes, charges, assessments
or liens upon the Collateral or otherwise as to the maintenance of the
Collateral, except that (i) in the event the Collateral Agent enters into
possession of a part or all of the Collateral, the Collateral Agent shall
preserve the part in its possession and (ii) the Collateral Agent will
promptly, and at its own expense, take such action as may be necessary to duly
remove and discharge (by bonding or otherwise) any lien on any part of the Collateral
resulting from claims against it (whether individually or as Collateral Agent,
as the case may be) not related to the administration of the Collateral or (if
so related) resulting from negligence or willful misconduct on its part.  (b)The
Collateral Agent shall not be required to ascertain or inquire as to the
performance by any Assignor of any of the covenants or agreements contained
herein, in any Mortgage or in any Loan Document.  Whenever it is necessary, or in the opinion
of the Collateral Agent advisable, for the Collateral Agent to ascertain the
amount of, or whether the term Fully Paid applies to, any Obligations, the
Collateral Agent may rely on a certificate of the respective Secured Party or
Representative with respect thereto. 
Each Secured Party and each Representative agrees to provide any such
certificate so requested by the Collateral Agent, to the extent such
information is contained on the books and records of the party requested to
deliver such certificate, and to notify the Collateral Agent when those
Obligations owed to it are Fully Paid.  (c)Beyond
its duties set forth in this Agreement and as may be required by law as to the
custody of the Collateral and the accounting to each Assignor and the Secured
Parties for moneys received by it hereunder, the Collateral Agent shall not
have any duty to any Assignor or to the Secured Parties as to any of the
Collateral in its possession or control or in the possession or control of any
agent or nominee of it or any income thereof or as to the preservation of
rights against prior parties or any other rights pertaining thereto, except as
required by Requirements of Law.  To the
extent, however, that the Collateral Agent or an agent or nominee of the
Collateral Agent maintains possession or control of any of the Collateral at
any office of any Assignor, the Collateral Agent shall or shall instruct such
agent or nominee to, grant such Assignor access to (but not possession of) such
Collateral that such Assignor requires for the normal conduct of its business,
which right of access may be revoked by the Collateral Agent at any time an
Event of Default has occurred and is continuing.  Section
11.2.Delegation of Duties.  The Collateral Agent may execute any of the
powers hereof and perform any duty hereunder either directly or by or through
agents, nominees or attorneys-in-fact.  The Collateral Agent shall be entitled to
advice of counsel concerning all matters pertaining to such powers and
duties.  The Collateral Agent shall not
be  28


responsible for the negligence or misconduct of any
agents, nominees or attorneys-in-fact selected by it without gross
negligence or willful misconduct.  Section
11.3.Reliance by Collateral Agent.  (a)Whenever
in the administration of this Agreement or the Collateral of or security
provided by this Agreement, the Collateral Agent shall deem it necessary or
desirable that a matter be proved or established with respect to any Assignor
in connection with the taking, suffering or omitting of any action hereunder by
the Collateral Agent, such matter (unless other evidence in respect thereof be
herein specifically prescribed) may be deemed to be conclusively provided or
established by a certificate of a Responsible Officer of such Assignor.  (b)The
Collateral Agent may rely, and shall be fully protected in acting, upon any
resolution, statement, certificate, instrument, opinion, report, notice,
request, consent, order, bond or other paper or document which it believes in
good faith to be genuine and to have been signed or presented by the proper
party or parties or, in the case of telecopies, to have been sent by the proper
party or parties.  In the absence of its
gross negligence or willful misconduct, the Collateral Agent may conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions furnished to the
Collateral Agent and conforming to the requirements of this Agreement, any
Mortgage or any other Security Document, or as set forth on such Persons books
and records.  (c)If
the Collateral Agent has been requested to take any action pursuant to this
Agreement, any Mortgage or any other Security Document, the Collateral Agent
shall not be under any obligation to exercise any of the rights or powers
vested in the Collateral Agent by this Agreement or any Mortgage unless the
Collateral Agent shall have been provided, by the party making such request,
adequate security against the costs, expenses and liabilities which may be
incurred by it in compliance with such request or direction, including such
reasonable advances as may be requested by the Collateral Agent.  Section
11.4.Limitations on Duties of the Collateral Agent.  (a)The
Collateral Agent shall be obliged to perform such duties and only such duties
as are specifically set forth in this Agreement, in any Mortgage or any other
Security Document.  The Collateral Agent
shall not be required to give any consent or take any discretionary action
hereunder or under any Mortgage unless the Collateral Agent has received
written instructions from the Instructing Group, and no implied covenants or
obligations shall be read into this Agreement or any Mortgage against the
Collateral Agent.  (b)The
Collateral Agent shall furnish to the Secured Parties promptly upon receipt
thereof a copy of each material certificate or other paper furnished to the
Collateral Agent by any Assignor under, in respect of or pursuant to this
Agreement, any Mortgage or any of the Collateral, unless by the terms hereof or
of any Mortgage or other Security Document, a copy of the same is required to
be furnished by some other Person directly to the Secured Parties or the
Collateral Agent shall have determined that the same has already been so
furnished.  The Collateral Agent agrees
to hold in strict confidence all non-public information obtained from any
Assignor, pursuant to this Section 11.4, except to the extent that
disclosure is permitted  29


hereunder, may be permitted under the Mortgage, the
Security Documents or is required by law or by any Governmental Authority (in
which event the Collateral Agent will promptly provide the applicable Assignor
with notice of such disclosure unless prohibited from doing so by such
Governmental Authority).  Section
11.5.Collateral to Be Held for Benefit of Secured Parties.  All Collateral received by the Collateral
Agent under or pursuant to any provision of this Agreement or any Mortgage shall
be held for the benefit of the Secured Parties for the purposes for which they
were paid or are held, but Collateral, including Proceeds, need not be
segregated from other property held by the Collateral Agent except to the
extent required by law or as necessary to preserve the Liens with respect to
the Collateral.  The Collateral Agent
shall have no liability for interest on any money received by the Collateral
Agent hereunder except to the extent actually received by it from time to time
from investments made in accordance with the provisions hereof, the Mortgages
or any other Security Document.  Section
11.6.Resignation and Removal of the Collateral Agent.  (a)The
Collateral Agent may at any time, by giving thirty (30) days prior written
notice, resign and be discharged of the responsibilities hereby created, such
resignation to become effective upon the appointment of a successor agent or
agents and the acceptance of such appointment by such successor agent or
agents.  The appointment of a successor agent
or agents shall be within the discretion of the Instructing Group.  The Collateral Agent may be removed at any
time and a successor agent appointed by the Instructing Group; provided
that the Collateral Agent shall be entitled to its fees and expenses to the
date of removal.  If no agent or agents
shall be appointed and approved within thirty (30) days from the date of the
giving of the aforesaid notice of resignation or within (30) days from the date
of such removal, the Collateral Agent shall, or the Instructing Group may,
apply to any court of competent jurisdiction to appoint a successor agent or
agents to act until such time, if any, as a successor agent or agents shall
have been appointed as above provided. 
Any successor agent or agents so appointed by such court shall
immediately and without further act be superseded by any successor agent or
agents appointed by the Instructing Group as above provided.  (b)If
at any time the Collateral Agent shall become incapable of acting, or if at any
time a vacancy shall occur in the office of the Collateral Agent for any other
cause, a successor agent or agents may be appointed by the Instructing Group,
and the powers, duties, authority and title of the predecessor agent or agents
terminated and canceled without procuring the resignation of such predecessor
agent or agents, and without any formality (except as may be required by
applicable law) other than the appointment and designation of a successor agent
or agents in writing, duly acknowledged, delivered to the predecessor agent or
agents, and filed for record in each public office, if any, in which this
Agreement is required to be filed.  If no
agent or agents shall be appointed and approved within thirty (30) days from
the date the Collateral Agent becomes incapable of acting or a vacancy shall
occur in the office of Collateral Agent, any Assignor or any Secured Party may
apply to any court of competent jurisdiction to appoint a successor agent or
agents to act until such time, if any, as a successor agent or agents shall
have been appointed as above provided. 
Any successor agent or agents so appointed by such court shall
immediately and without further act be superseded by any successor agent or
agents approved by the Instructing Group as above provided.  30


(c)The
appointment and designation referred to in Section 11.6(a) or 11.6(b)
shall, after any required filing, be full evidence of the right and authority
to make the same and of all the facts therein recited, and this Agreement shall
vest in such successor agent or agents, without any further act, deed or
conveyance, all of the estate and title of its predecessor or their
predecessors, and upon such filing for record the successor agent or agents shall
become fully vested with all the estates, properties, rights, powers, trusts,
duties, authority and title of its predecessor or their predecessors; but such
predecessor or predecessors shall, nevertheless, on the written request of the
Instructing Group, or its or their successor agent or agents, execute and
deliver an instrument transferring to such successor or successors all the
estates, properties, rights, powers, trusts, duties, authority and title of
such predecessor or predecessors hereunder and shall deliver all securities and
moneys held by it or them to such successor agent or agents.  Should any deed, conveyance or other
instrument in writing from any Assignor or from the Secured Parties, as
applicable, be required by any successor agent or agents for more fully and
certainly vesting in such successor agent or agents the estates, properties,
rights, powers, trusts, duties, authority and title vested or intended to be
vested in the predecessor agent or agents, any and all such deeds, conveyances and
other instruments in writing shall, on request of such successor agent or
agents, be executed, acknowledged and delivered by such Assignor and the
Secured Parties, as applicable.  (d)Any
required filing for record of the instrument appointing a successor agent or
agents as hereinabove provided shall be at the joint and several expense of the
Assignors.  The resignation of any agent
or agents and the instrument or instruments removing any agent or agents,
together with all other instruments, deeds and conveyances provided for in this
Article XI shall, if required by law, be forthwith recorded, registered
and filed by and at the joint and several expense of the Assignors, wherever
this Agreement is recorded, registered and filed.  (e)The
Collateral Agents obligations hereunder are limited to the extent set forth in
Section 12.17(c) of the Credit Agreement.  Section
11.7.Status of Successors to the Collateral Agent.  Every successor to the Collateral Agent
appointed pursuant to Section 11.6 and every co-agent appointed
pursuant to Section 11.9 shall be a bank or trust company in good
standing and having power so to act, incorporated under the laws of the United
States or any state thereof or the District of Columbia, and having its
principal corporate trust office within the forty-eight (48) contiguous
states or the District of Columbia and shall also have capital, surplus and
undivided profits of not less than FOUR HUNDRED MILLION DOLLARS ($400,000,000).  Section
11.8.Merger of the Collateral Agent.  Any corporation into which the Collateral
Agent shall be merged, or with which it shall be consolidated, or any
corporation resulting from any merger or consolidation to which the Collateral
Agent shall be a party, shall be the Collateral Agent under this Agreement
without the execution or filing of any paper or any further act on the part of
the parties hereto.  31


Section
11.9.Additional Co-Agents; Separate Agents.  (a)If
at any time or times it shall be necessary or prudent in order to conform to
any law of any jurisdiction in which any of the Collateral shall be located, or
the Collateral Agent shall be advised by counsel, satisfactory to it, that it
is so necessary or prudent in the interest of the Secured Parties or the
Instructing Group shall in writing so request, or the Collateral Agent shall
deem it desirable for its own protection in the performance of its duties
hereunder, the Collateral Agent, each Assignor shall execute and deliver all
instruments and agreements necessary or proper to constitute another bank or
trust company, or one or more Persons approved by the Collateral Agent and the
Instructing Group either to act as co-agent or co-agents of all or
any of the Collateral, jointly with the Collateral Agent originally named
herein or any successor or successors, or to act as separate agent or agents of
any such property.  (b)Every
separate agent and every co-agent, other than any agent which may be
appointed as successor to the Collateral Agent, shall, to the extent permitted
by law, be appointed and act and be such, subject to the following provisions
and conditions, namely:  (i)            all
rights, powers, duties and obligations conferred upon the Collateral Agent in
respect of the custody, control and management of moneys, papers or securities
shall be exercised solely by the Collateral Agent, or its successors as the
Collateral Agent hereunder;  (ii)           all
rights, powers, duties and obligations conferred or imposed upon the Collateral
Agent hereunder shall be conferred or imposed and exercised or performed by the
Collateral Agent and such separate agent or separate agents or co-agent
or co-agents, except to the extent that under any law of any jurisdiction
in which any particular act or acts are to be performed the Collateral Agent
shall be incompetent or unqualified to perform such act or acts, in which event
such rights, powers, duties and obligations shall be exercised and performed by
such separate agent or separate agents or co-agent or co-agents;  (iii)          notwithstanding
anything to the contrary contained herein, no power given or provided hereby to
any such co-agent or co-agents or separate agents may be exercised
by it or them, except jointly with, or with the consent in writing of, the
Collateral Agent;  (iv)          no
agent hereunder shall be personally liable by reason of any act or omission of
any other agent hereunder; and  (v)           the
Collateral Agent, at any time by an instrument in writing, executed by the
Collateral Agent, may accept for itself and on behalf of the Secured Parties
the resignation of or remove any such separate agent or co-agent, and in that
case, by an instrument in writing executed by the Collateral Agent, may appoint
a successor to such separate agent or co-agent, as the case may be, anything
herein contained to the contrary notwithstanding.  The Secured Parties hereby irrevocably
appoint the Collateral Agent, their agent and attorney to act for them in
respect of such separate agent or co-agent or separate agents or co-agents
as above provided.  32


ARTICLE XII
TERMINATION; REINSTATEMENT;
RELEASES OF COLLATERAL UPON SATISFACTION  Section
12.1.Release of Certain Security.  Subject to the provisions of Section 12.17 of
the Credit Agreement, upon receipt by the Collateral Agent from time to time of
a request from an Assignor for the release of any specific portion of the
Collateral or the Liens in any Collateral granted by such Assignor pursuant to
any of the documents included in or pertaining to the Collateral (including,
without limitation, Liens on Collateral being sold in accordance with Section
8.6 of the Credit Agreement), together with a certificate of a Responsible
Officer of such Assignor certifying, with appropriate calculations where necessary,
compliance with Section 12.17 of the Credit Agreement, all right, title and
interest of the Collateral Agent in, to and under such Collateral and the Liens
of the Collateral Agent therein shall automatically terminate and shall revert
to the applicable Assignor.  Following
such termination or release, the Collateral Agent shall, upon the written
request of such Assignor, or upon the written request or instructions of the
Instructing Group, execute such instruments and take such other actions as are
necessary or desirable to terminate such Liens and otherwise effectuate and
evidence the release of the specified portions of the Collateral (including,
without limitation, delivering to the respective Assignor all Collateral in the
possession of the Collateral Agent).  Any
such delivery shall be without warranty of, or recourse to, Collateral Agent,
other than a representation that there are no Liens on such property
attributable to the Collateral Agent. 
Such termination and release shall be without prejudice to the rights of
the Collateral Agent to charge and be reimbursed for any expenditure which it
may thereafter incur in connection therewith. 
Any cash dividends received by any Assignor in accordance with the terms
of Section 6.1 shall be deemed released from the Liens of this Agreement
and shall be held by such Assignor (or any transferee of such Assignor) free
and clear of the Lien created by this Agreement.  Section
12.2.Termination Upon Satisfaction.  Upon receipt by the Collateral Agent of evidence
satisfactory to it that all Credit Agreement Obligations are Fully Paid and
either (a) all Senior Secured Notes Obligations are Fully Paid or (b) both (i)
no Default or Event of Default (as defined in the Senior Secured Notes
Indenture) has occurred and is continuing (and has not been waived) under the
Senior Secured Notes Indenture and (ii) the Revolving Credit Agreement
Obligations have been Fully Paid and the liens in connection therewith have
been released, this Agreement shall (except with respect to any provisions
which expressly survive such termination) terminate and all right, title and
interest of the Collateral Agent in, to and under the Collateral and the Liens
of the Collateral Agent therein (including without limitation any Liens on Collateral
securing the Senior Secured Notes Obligations) shall automatically be released
and terminated and shall revert to the respective Assignors and the Collateral
Agent shall have no further obligations hereunder.  In such event, the Collateral Agent, at the
request and expense of the Assignors, will execute and deliver to the
Assignors, a proper instrument or instruments acknowledging the satisfaction
and termination of this Agreement, and will duly assign, transfer and deliver
to the respective Assignors all of the Collateral held by the Collateral Agent
hereunder.  Such termination and release
shall be without prejudice to the right of the Collateral Agent to charge and
be reimbursed for any expenditure which it might thereafter incur in connection
therewith.  As used in this Agreement,
the term  33


Termination Date shall mean the date upon
which this Agreement shall have terminated in accordance with the first
sentence of this Section 12.2.  ARTICLE XIII
PROOFS OF CLAIM; RIGHTS OF SECURED PARTIES  Section
13.1.Filing of Claims.  Upon the written request of all or any of the
Secured Parties, the Collateral Agent may file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the
claims of the Secured Parties making such request allowed in any judicial
proceedings relating to any Assignor, its creditors or its property.  However, nothing herein contained shall
prevent any Secured Party from filing such proofs of claim and other papers or
documents as may be determined by the Secured Party in order to have the claims
of such Secured Party allowed in any judicial proceedings relating to any
Assignor.  The Collateral Agent may file
such proofs of claims and other papers or documents as may be necessary or
advisable in order to have the claims of the Collateral Agent, its agents and
counsel allowed in any judicial proceedings relating to any Assignor (or any
other obligor under the Obligations), its creditors or its property; provided
that the rights described in this sentence shall relate only to claims relating
to the Collateral Agent Costs and the fees and expenses of the Collateral Agents
agents and counsel in their respective individual capacities under this Agreement
and the Mortgagees.  Section
13.2.Collection of Claims.  The Collateral Agent shall be entitled and
empowered to collect and receive any monies or other property payable or
deliverable on any such claims filed by the Collateral Agent pursuant to Section
13.1 and to distribute the same, and any custodian in any such judicial
proceedings is hereby authorized by each Secured Party to make such payments to
the Collateral Agent and, in the event that the Collateral Agent shall consent
to the making of such payments directly to the Secured Parties, to pay to the
Collateral Agent any amount due to it for the Collateral Agent Costs, and the
fees and expenses of the Collateral Agents agents and counsel, and any other
amounts due the Collateral Agent under this Agreement.  Section
13.3.Limitations.  Nothing herein contained shall be deemed to
authorize the Collateral Agent to authorize or consent to or accept or adopt on
behalf of any Secured Party (other than any Secured Party that is an Affiliate
of the Company) any plan of reorganization or arrangement, adjustment or
composition affecting the Obligations or the rights of any holder thereof, or
to authorize the Collateral Agent to vote in respect of the claim of any
Secured Party in any such proceeding.  ARTICLE XIV
MISCELLANEOUS  Section
14.1.Notices. 
Except where telephonic instructions or notices are authorized herein to
be given, all notices, demands, instructions and other communications required
or permitted to be given to or made upon any party hereto or any other Person
shall be in writing and shall be personally delivered or sent by registered or
certified mail, postage prepaid, return receipt requested, or by a reputable
overnight or courier delivery service, or by telecopier, and shall be deemed to
be given for purposes of this Agreement on the third day after  34


deposit in registered or certified mail, postage
prepaid, and otherwise on the day that such writing is delivered or sent to the
intended recipient thereof, or in the case of notice delivered by telecopy,
upon completion of transmission with a copy of such notice also being delivered
under any of the methods provided above, all in accordance with the provisions
of this Section 14.1.  All notices,
requests, demands or other communications shall be in writing and addressed as
follows:  (a)if to any Assignor:  c/o
Huntsman LLC 500
Huntsman Way Salt
Lake City, Utah 84108 Attention:
General Counsel Telephone:
(801) 584-5700 Telecopy:
(801) 758-9031  with a copy to:  Vinson & Elkins,
L.L.P. 2300 First City Tower,
1001 Fannin Houston, Texas 77002-6760 Attention:  Vincent Moreland Telephone:  (713) 758-2630 Telecopy:  (713) 615-5962  (b)           if to the Collateral Agent:  Deutsche Bank Trust
Company Americas 60 Wall Street New York, New York 10005 Attention:  John Anos Telephone: (212) 469-2750 Telecopy: (212) 469-3632  with a copy to:  Winston & Strawn LLP 35 West Wacker Drive Chicago, Illinois 60601 Attention:  Charles B. Boehrer Telephone: (312) 558-5989 Telecopy: (312) 558-5700  (c)           if to the Administrative Agent, any
Lender or the Senior Secured Notes Trustee, either (A) to the Administrative
Agent, at the address of the Administrative Agent specified in the Credit
Agreement, (B) at such address as such Lender shall have specified in the
Credit Agreement, or (C) to the Senior Secured Notes Trustee, at the  35


address of the Senior
Secured Notes Trustee specified in the Senior Secured Notes Indenture;  (d)           if to any other Secured Party,
directly to such Secured Party at such address as such Secured Party shall have
specified in writing to the Assignors and the Collateral Agent;  or at such other address as shall have been furnished
in writing by any Person described above to the party required to give notice
hereunder.  Section 14.2.Waiver; Amendment.  (a)None
of the terms and conditions of this Agreement may be changed, waived, modified
or varied in any manner whatsoever unless in writing duly signed by each
Assignor directly affected thereby (acting in compliance with the terms of the
Credit Agreement) and the Collateral Agent (with the written consent of (i) the
Required Lenders, or to the extent required by Section 12.1 of the Credit
Agreement, all the Lenders and (ii) the Senior Secured Notes Trustee if (x) the
change, waiver, modification or variance would materially adversely affect the
rights and benefits of the holders of the Senior Secured Notes in a different
manner than the other Secured Parties or (y) the Credit Agreement Obligations
and Revolving Credit Agreement Obligations have been Fully Paid.  Notwithstanding the foregoing, any change,
waiver, modification or variance materially adversely affecting the rights and
benefits of a class of Secured Party (and not all classes of Secured Parties in
a like or similar manner) shall require the written consent of all holders of
obligations in such class of Secured Party (or, in the case of the Senior
Secured Notes, only the Senior Secured Notes Trustee).  (b)The
Assignors and the Collateral Agent, at any time and from time to time, may
enter into additional security documents or one or more agreements supplemental
hereto or to any Mortgage for the purpose of subjecting additional property to
a lien in favor of the Collateral Agent for the benefit of any or all of the
Secured Parties.  (c)Notwithstanding
the provisions of Section 14.2(a) hereof, and without the consent of any
Person, the Collateral Agent and the Assignors may, from time to time, enter
into written agreements supplemental hereto or to the Mortgages for the purpose
of (w) supplementing the information set forth in any Schedule hereto, (x)
making any ministerial or clarifying modification to this Agreement or any
Mortgage, including, but not limited to, clarifying or correcting clerical or
typographical errors in this Agreement or any Mortgage; (y) permitting the
release of the Collateral Agents Liens in or on any Asset (Release
(Correction)) that was never owned by the applicable Assignor or that was
never intended by the parties hereto to have been pledged or given as security
pursuant hereto or the Mortgages or (z) releasing Collateral from the security
interests of this Agreement pursuant to the terms hereof.  At least thirty (30) days (in such shorter
period as may be acceptable to the Collateral Agent) prior to executing any
supplemental agreement pursuant to the terms of this Section 14.2(c),
the effect of which agreement is to permit a Release (Correction), the
Collateral Agent and the Secured Parties shall be entitled to receive a
certificate (upon which the Collateral Agent may conclusively rely) from a
Responsible Officer of the respective Assignor certifying (i) that such
property was never owned by such Assignor or (ii) that such property was never
intended to have  36


been pledged or given as security pursuant hereto or
the Mortgages.  Any such supplemental
agreement shall be binding upon each Assignor, the Secured Parties, the Collateral
Agent and their respective successors and assigns.  (d)Notwithstanding
the foregoing, any Person who hereafter becomes a Restricted Domestic
Subsidiary of the Company shall, in accordance with Section 7.11(d) of the
Credit Agreement become a party to this Agreement by execution of a supplement
to this Agreement in the form of Annex D (with only such changes thereto
as are agreed to by the Collateral Agent), whereupon such Person shall be
deemed an Assignor for all purposes hereunder.  (e)Assignors may amend and supplement the Schedules hereto
to reflect changes resulting from transactions to the extent permitted by the
Credit Agreement (and the other Loan Documents) provided that (i) notice and
copies of any such amendments and supplements are provided to the Collateral Agent
and the Administrative Agent and (ii) no such amendment or supplement shall be
prohibited by the Senior Secured Notes Indenture.  Section
14.3.Obligations
Absolute.  The obligations of each Assignor hereunder
shall remain in full force and effect without regard to, and shall not be
impaired by, (a) any bankruptcy, insolvency, reorganization, arrangement,
readjustment, composition, liquidation or the like of such Assignor; (b) any
exercise or non-exercise, or any waiver of, any right, remedy, power or
privilege under or in respect of this Agreement, any other Loan Document, the
Senior Secured Notes Indenture, the Senior Secured Notes or any Hedging
Agreement except as specifically set forth in a waiver granted pursuant to Section 14.2
hereof; or (c) any amendment to or modification of any Loan Document, the
Senior Secured Notes Indenture, the Senior Secured Notes or any Hedging
Agreement or any security for any of the Obligations, whether or not any
Assignor shall have notice or knowledge of any of the foregoing.  Section
14.4.Successors
and Assigns.  This Agreement shall be binding upon the
parties hereto and their respective successors and assigns and shall inure to
the benefit of the Collateral Agent, each Secured Party and each Assignor and
their respective successors and assigns, provided that no Assignor may transfer
or assign any or all of its rights or obligations hereunder without the written
consent of the Instructing Group.  All
agreements, statements, representations and warranties made by each Assignor
herein or in any certificate or other instrument delivered by such Assignor or
on its behalf under this Agreement shall be considered to have been relied upon
by the Secured Parties and shall survive the execution and delivery of this
Agreement, the other Loan Documents, the Senior Secured Notes Indenture, the
Senior Secured Notes, the Hedging Agreements and the Foreign Overdraft Facility
Agreements regardless of any investigation made by the Secured Parties or on
their behalf.  Section
14.5.Headings
Descriptive.  The headings of the several sections of this
Agreement are inserted for convenience only and shall not in any way affect the
meaning or construction of any provision of this Agreement.  Section
14.6.Severability. 
Any provision of this Agreement which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions  37


hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.  Section 14.7.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 14.8.Consent to Jurisdiction and
Service of Process; Waiver of Jury Trial.  (a)EACH
ASSIGNOR, THE COLLATERAL AGENT AND EACH SECURED PARTY BY ITS ACCEPTANCE OF THE
BENEFITS HEREOF HEREBY IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION IN
NEW YORK CITY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, AND HEREBY IRREVOCABLY AGREES THAT ALL
CLAIMS IN RESPECT TO SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN
ANY SUCH UNITED STATES FEDERAL OR NEW YORK STATE COURT AND EACH ASSIGNOR, THE
COLLATERAL AGENT AND EACH SECURED PARTY IRREVOCABLY WAIVES ANY OBJECTION,
INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON
THE GROUNDS OF FORUM  NON  CONVENIENS WHICH ANY OF THEM MAY
NOW OR THEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH
RESPECTIVE JURISDICTIONS.  (b)AS
A METHOD OF SERVICE, EACH ASSIGNOR, THE COLLATERAL AGENT AND EACH SECURED PARTY
BY ITS ACCEPTANCE OF THE BENEFITS HEREOF CONSENTS TO THE SERVICE OF ANY AND ALL
PROCESS IN ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY COURT IN OR OF THE
STATE OF NEW YORK BY THE DELIVERY OF COPIES OF SUCH PROCESS  TO EACH ASSIGNOR, THE COLLATERAL AGENT AND
EACH SECURED PARTY, AS THE CASE MAY BE, AT THEIR ADDRESSES AS SPECIFIED ON
THEIR RESPECTIVE SIGNATURE PAGES TO THIS AGREEMENT OR BY CERTIFIED MAIL DIRECT
TO SUCH RESPECTIVE ADDRESSES.  (c)EACH
ASSIGNOR, THE COLLATERAL AGENT AND EACH SECURED PARTY BY ITS ACCEPTANCE OF THE
BENEFITS HEREOF HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY
ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT, POWER OR REMEDY UNDER OR
IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.  THE TERMS AND PROVISIONS OF THIS SECTION CONSTITUTE
A MATERIAL INDUCEMENT TO THE SECURED PARTIES ENTERING INTO THE DOCUMENTS
EVIDENCING THEIR RESPECTIVE OBLIGATIONS.  38


Section 14.9.Assignors Duties. 
It is expressly agreed, anything herein contained to the contrary
notwithstanding, that each Assignor shall remain liable to perform all of the
obligations, if any, assumed by it with respect to the Collateral and the
Collateral Agent shall not have any obligations or liabilities with respect to
any Collateral by reason of or arising out of this Agreement, nor shall the
Collateral Agent be required or obligated in any manner to perform or fulfill
any of the obligations of any Assignor under or with respect to any Collateral.  Section 14.10.No Action by Secured Parties.  The Secured Parties agree not to take any
action whatsoever to enforce any term or provision hereof, of any Mortgage or
of any other Security Document or to enforce any rights in respect of the
Collateral, except through the Collateral Agent and in accordance with this
Agreement.  Section 14.11.Counterparts. 
This Agreement may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which when so
executed and delivered shall be an original, but all of which shall together
constitute one and the same instrument.  Section 14.12.Definitions;
Interpretation.  (a)Unless
otherwise defined herein, capitalized terms used herein shall have the
respective meanings ascribed thereto in Annex A or, if not defined
herein or in Annex A, as defined in the Credit Agreement.  (b)The
definitions set forth in Annex A shall be equally applicable to both the
singular and plural forms of the defined terms. 
The words herein, hereof, hereto and words of similar import as
used in this Agreement shall refer to this Agreement as a whole and not to any
particular provision in this Agreement. 
References to Articles, Sections, Subsections, paragraphs,
Exhibits, Schedules and Annexes in this Agreement shall refer to
Articles, Sections, Subsections, paragraphs, Exhibits, Schedules and Annexes of
this Agreement unless otherwise expressly provided; references to Persons
include their respective permitted successors and assigns or, in the case of
governmental Persons, Persons succeeding to the relevant functions of such
Persons; and all references to statutes and related regulations shall include
any amendments of same and any successor statutes and regulations.  Section 14.13.Conflicts with the Credit Agreement. 
To the extent of any conflict between any provision of this Agreement
and any provision of the Credit Agreement, the Credit Agreement shall govern to
the extent of such inconsistency.  Section 14.14.Replacement. 
Notwithstanding the first priority liens granted to the Collateral Agent
for the benefit of the Secured Parties, the parties hereto agree that, for
purposes of the Senior Secured Notes Indenture, this Agreement constitutes a
replacement of the existing Second Priority Security Agreement and therefore is
the new Second Priority Security Agreement; that Collateral Agent has been
appointed to such role as successor to the Second Priority Collateral Agent;
that Administrative Agent, as Bank Agent, shall continue to be the Second
Priority Representative; and that the Secured Parties constitute Second
Priority Senior Secured Parties. 
Capitalized terms used in this Section 14.14 but not defined
in this Agreement shall have the meanings assigned to such terms in the Senior
Secured Notes Indenture.  39


[signature page
follows]  40


IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be executed and
delivered by their duly authorized officers as of the date first above written.  HUNTSMAN LLC,as an AssignorBy:
  /s/ Sean DouglasName:
  Sean DouglasTitle:
  Vice PresidentDEUTSCHE BANK TRUST
  COMPANYAMERICAS, as Collateral
  AgentBy:
  /s/ Frank FazioName:
  Frank FazioTitle:
  Director


HUNTSMAN CHEMICAL PURCHASING CORPORATION HUNTSMAN HEADQUARTERS 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 HOLDINGS CORPORATION 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 HUNTSMAN PETROCHEMICAL CANADA HOLDINGS CORPORATION HUNTSMAN CHEMICAL COMPANY LLC HUNTSMAN PETROCHEMICAL CORPORATION HUNTSMAN POLYMERS CORPORATION HUNSTMAN SPECIALTY CHEMICALS CORPORATION PETROSTAR INDUSTRIES LLC HUNTSMAN POLYMERS
HOLDINGS CORPORATION  By:
  /s/ Sean DouglasName:
  Sean DouglasTitle:
  Vice President  HUNTSMAN EXPANDABLE
POLYMERS COMPANY, LC  By:
  Huntsman International Chemicals Corporation, its
  ManagerBy:
  /s/ Sean DouglasName:
  Sean DouglasTitle:
  Vice President


HUNTSMAN FUELS, L.P.By: Petrostar Fuels,
  LLC, its General PartnerPETROSTAR FUELS LLCBy:
  /s/ Samuel D. ScruggsName:
  Samuel D. ScruggsTitle:
  Vice PresidentHUNTSMAN PURCHASING,
  LTD.By: Huntsman
  Procurement Corporation, its General PartnerBy:
  /s/ Sean DouglasName:
  Sean DouglasTitle:
  Vice President


Schedule A to Agreement  EXISTING HEDGING
AGREEMENTS


Schedule B to Agreement  PLEDGED
INTERCOMPANY NOTES


Schedule C to Agreement  PLEDGED STOCK


Schedule 2.5 to Agreement  RECORD LOCATIONS


Schedule 2.6 to Agreement   AIRCRAFT,
VEHICLES, VESSELS AND RAILCARS


Schedule 2.7 to Agreement  INVENTORY AND
EQUIPMENT LOCATIONS


Schedule 2.9 to Agreement  SCHEDULE OF
NAME, TRADE, FICTITIOUS AND OTHER NAMES; CORPORATE
IDENTIFICATION NUMBERS  Exact
  Legal Name of Each
  Assignor
  
  Jurisdiction of
  Incorporation
  
  FEIN
  
  Delaware
  Organization
  Number


Schedule 2.10 to Agreement  JURISDICTION OF
FORMATION  Assignor
  
  Jurisdiction


Schedule 2.11 to Agreement  COMMERCIAL TORT
CLAIMS


Schedule 4.1 to Agreement  I.  SCHEDULE OF U.S. TRADEMARK
REGISTRATIONS  Registered Mark
  
  Registration No.
  
  Registration Date


II.  SCHEDULE OF PENDING APPLICATIONS FOR
U.S. TRADEMARK
REGISTRATIONS ON THE BASIS OF USE IN COMMERCE
UNDER 17 USC §1051(a)  Mark
  
  Serial
  
  Filing Date


III.  SCHEDULE OF PENDING APPLICATIONS FOR
U.S. TRADEMARK
REGISTRATION ON THE BASIS OF INTENT TO USE THE
MARK IN COMMERCE UNDER 17 USC §1051(b)  Mark
  
  Serial
  
  Filing Date


Schedule 4.2 to Agreement  SCHEDULE OF
LICENSE AGREEMENTS AND ASSIGNMENTS


Schedule 5.1 to Agreement  A.  SCHEDULE OF PATENTS AND APPLICATIONS


Schedule 5.1 to Agreement  B.  SCHEDULE OF
UNITED STATES COPYRIGHTS


Annex A to Agreement  DEFINITIONS  The following terms shall
have the meanings herein specified.  Such
definitions shall be equally applicable to the singular and plural forms of the
terms defined.  Administrative Agent
shall have the meaning provided in the recitals to this Agreement.  Agreement shall
mean this Security Agreement, as the same may be modified, supplemented,
extended, renewed, replaced, restated or amended from time to time in
accordance with its terms.  Assignor shall
have the meaning provided in the first paragraph of this Agreement.  Bankruptcy Code
means Title II of the United States Bankruptcy Code, 11 U.S.C. § et.
seq., as amended from time to time.  Borrower shall
have the meaning provided in the recitals to this Agreement.  Chattel Paper
shall have the meaning provided in Article 9 of the Uniform Commercial
Code.  Collateral shall
have the meaning provided in Section 1.1(a) of this Agreement.  Collateral Agent
means Deutsche Bank Trust Company Americas, in its capacity as collateral agent
under the Agreement for each of the Secured Parties, until one or more
successors are appointed pursuant to Article XI of the Agreement and
thereafter shall mean such successor or successors and all successors thereto.  Collateral Agent
Costs shall have the meaning provided in Section 10.2 of this
Agreement.  Commercial Tort Claim
shall have the meaning provided in Article 9 of the Uniform Commercial
Code, and shall include any such claim that is listed on Schedule 2.11
(as such Schedule may be amended from time to time in accordance with Section 2.11
or otherwise).  Contracts shall
mean all contracts between any Assignor and one or more additional parties
(including, without limitation, (i) each partnership agreement to which such
Assignor is a party, (ii) any Hedging Agreements and (iii) any Foreign
Overdraft Facility Agreements).


Contract Rights
shall mean all rights of any Assignor (including, without limitation, all
rights to payment) under each Contract.  Copyrights shall
mean any registrations of any Copyrights in the United States Copyright Office
which any Assignor now owns or hereafter acquires, as well as any application
for a United States copyright registration now or hereafter made with the
United States Copyright Office by any Assignor.  Credit Agreement
shall have the meaning provided in the recitals to this Agreement.  Credit Agreement
Obligations shall have the meaning provided in the definition of
Obligations in this Annex A.  Default shall
mean any event which, with notice or lapse of time, or both, would constitute
an Event of Default.  Deposit Accounts
shall mean, with respect to any Assignor, any deposit account of such
Assignor, as such term is defined in Article 9 of the Uniform Commercial
Code, whether now owned or existing or hereafter acquired or arising, and, in
any event, shall include any demand, time, savings, passbook or like account
maintained with a bank, savings and loan association, credit union or like
organization.  Documents shall
have the meaning provided in Article 9 of the Uniform Commercial Code.  Electronic Chattel
Paper shall have the meaning provided in Article 9 of the Uniform
Commercial Code.  Equipment shall
mean any equipment, as such term is defined in Article 9 of the Uniform
Commercial Code, now or hereafter owned by any Assignor and, in any event,
shall include, but shall not be limited to, all machinery, equipment,
furnishings and fixtures, including movable trade fixtures now or hereafter
owned by any Assignor and any and all additions, substitutions and replacements
of any of the foregoing, wherever located, together with all attachments,
components, parts, equipment and accessories installed thereon or affixed thereto.  Event of Default
shall mean any Event of Default under, and as defined in, the Credit Agreement
or the Senior Secured Notes Indenture and shall in any event, without
limitation, include any payment default on any of the Obligations after the
expiration of any applicable grace period.  Excluded Foreign or
Transportation Assets means the following Collateral, collectively:  (i)all
property of the Assignors located at its cement manufacturing facility in
Armenia, to the extent that a security interest therein granted by the Company
may be perfected only by actions taken under the laws of jurisdictions other
than the United States or any state or subdivision thereof;


(ii)Inventory
located outside of the United States and having an aggregate book value for all
Assignors together of less than $20,000,000; and  (iii)Excluded
Transportation Assets.  Excluded
Transportation Assets means, titled vehicles, vessels and other assets and
properties owned by Assignors in which a security interest may not be perfected
through the filing of financing statements under the UCC and which have an
aggregate fair market value from time to time of less than $5,000,000 for all
Assignors together.  Existing Hedging
Agreements shall have the meaning provided in the recitals to this
Agreement.  Foreign Overdraft
Facility Agreements shall have the meaning provided in the recitals to
this Agreement.  Fully Paid means
with respect to any Obligations, that the respective obligee of such Obligation
(which obligee shall be, in the case of the Credit Agreement Obligations, the
Administrative Agent, and in the case of the Senior Secured Notes Obligations,
the Senior Secured Notes Trustee) shall have certified to the Collateral Agent
that such Obligation has terminated and that there remain no obligations of any
kind whatsoever of the Borrower with respect thereto (other than contingent
indemnification obligations as to which no claims shall have accrued or be
pending).  General Intangibles
shall have the meaning provided in Article 9 of the Uniform Commercial
Code and shall in any event include all of any Assignors claims, rights,
powers, privileges, authority, options, security interests, liens and remedies
under any partnership agreement to which such Assignor is a party or with
respect to any partnership of which such Assignor is a partner.  Goods shall have
the meaning provided in Article 9 of the Uniform Commercial Code.  Hedging Agreements
shall have the meaning provided in the first paragraph of this Agreement.  HSCC means
Huntsman Specialty Chemicals Corporation, a Delaware corporation.  HSCC Pledge Agreement
means that certain Pledge Agreement dated as of the date hereof by and between
HSCC, as pledgor, and Deutsche Bank Trust Company Americas, as bank collateral
agent, as amended, modified or supplemented from time to time.  Indemnitee shall
have the meaning provided in Section 9.1 of this Agreement.  Instructing
Group means (i) unless and until the Credit Agreement Obligations
have been Fully Paid, as of any date of determination thereof, the
Administrative Agent or Required Lenders (or, to the extent required by Section 12.1
of the Credit Agreement, all the


Lenders) and (ii) after
the date on which the Credit Agreement Obligations have been Fully Paid, (x)
the Administrative Agent (as defined in the Revolving Credit Agreement) or
Required Lenders (as defined in the Revolving Credit Agreement) (or, to the
extent required by Section 13.1 of the Revolving Credit Agreement, all the
Lenders (as defined in the Revolving Credit Agreement)); or (y) if both the
Credit Agreement Obligations and the Revolving Credit Agreement Obligations
shall have been Fully Paid, the Senior Secured Notes Trustee.  Instrument shall
have the meaning provided in Article 9 of the Uniform Commercial Code.  Intercompany Notes
means a promissory note evidencing indebtedness of Borrower or any of
Borrowers Restricted Subsidiaries which, in the case of Borrower, is owing to
any Restricted Subsidiary of Borrower and which, in the case of any Restricted
Subsidiary of Borrower, is owing to Borrower or any of its other Restricted
Subsidiary, in any case, in a form reasonably satisfactory to the Collateral
Agent).  Intercreditor
Agreement shall have the meaning provided in Section 1.2 to
this Agreement.  Inventory shall
mean all inventory as such term is defined in Article 9 of the Uniform
Commercial Code, now owned or hereafter acquired by any Assignor and, in any
event, shall include, but shall not be limited to, all merchandise, inventory
and goods, and all additions, substitutions and replacements thereof, wherever
located, together with all goods, supplies, incidentals, packaging materials,
labels, materials and any other items used or usable in manufacturing,
processing, packaging or shipping same; in all stages of production  from raw
materials through work-in-process to finished goods  and all products and
proceeds of whatever sort and wherever located and any portion thereof which
may be returned, rejected, reclaimed or repossessed by the Collateral Agent
from any Assignors customers.  Investment Property
shall have the meaning provided in Article 9 of the Uniform
Commercial Code and shall include, without limitation (i) all securities,
whether certificated or uncertificated, including, without limitation, stocks,
bonds, interests in limited liability companies, partnership interests,
treasury securities, certificates of deposit, and mutual fund shares; (ii) all
securities entitlements of any Assignor, including without limitation, the
rights of any Assignor to any securities account and the financial assets held
by a securities intermediary in such securities account and any free credit
balance or other money owing by any securities intermediary with respect to
that account; (iii) all securities accounts held by any Assignor; (iv) all
commodity contracts held by any Assignor; and (v) all commodity accounts held
by any Assignor.  Lenders shall
have the meaning provided in the recitals to this Agreement.  Letter-of-Credit Rights
shall have the meaning as provided in Article 9 of the Uniform Commercial
Code.  Marks shall mean
all right, title and interest in and to any trademarks and service marks and
trade names now held or hereafter acquired by any Assignor, which are registered
in the United States Patent and Trademark Office or in any similar office or
agency of


the United States or any
state thereof or any political subdivision thereof and any application for such
trademarks and service marks, as well as any unregistered marks used by any
Assignor in the United States and trade dress including logos, designs, trade
names, company names, business names, fictitious business names and other
business identifiers in connection with which any of these registered or unregistered
marks are used in the United States.  Obligations
shall mean (i) the full and prompt payment when due (whether at the stated
maturity, by acceleration or otherwise) of all obligations (including, without
limitation, all Obligations as such term is defined in the Credit Agreement
and all obligations which, but for the automatic stay under Section 362(a)
of the Bankruptcy Code, would become due) and liabilities of each Assignor now
existing or hereafter incurred under, arising out of or in connection with the
Credit Agreement or any other Loan Document to which such Assignor is a party
and the due performance and compliance by each Assignor with all of the terms,
conditions and agreements contained in each such Loan Document (all such
obligations and liabilities being herein collectively called the Credit
Agreement Obligations); (ii) the full and prompt payment when due (whether
at the stated maturity, by acceleration or otherwise) of all obligations
(including all obligations which, but for the automatic stay under Section 362(a)
of the Bankruptcy Code, would become due) and liabilities of each Assignor now
existing or hereafter incurred under, arising out of or in connection with the
Senior Secured Notes Indenture and the Senior Secured Notes, including without
limitation the guarantees in respect of the Senior Secured Notes, and the due
performance and compliance by each Assignor with all of the terms, conditions
and agreements contained in each such documents (all such obligations and
liabilities being herein collectively called the Senior Secured Notes
Obligations), (iii) the full and prompt payment when due (whether at the
stated maturity, by acceleration or otherwise) of all obligations (including
obligations which, but for the automatic stay under Section 362(a) of the
Bankruptcy Code, would become due) and liabilities of each Assignor now
existing or hereafter incurred under, arising out of or in connection with any
Hedging Agreement or the Foreign Overdraft Facility (including, in the case of
Assignors other than the Borrower, all obligations of such Assignor under its
Guarantee in respect of Hedging Agreements and the Foreign Overdraft Facility),
and the due performance and compliance by each Assignor with all of the terms,
conditions and agreements contained therein (all such obligations and
liabilities described in this clause (iii) being herein collectively called the
Other Obligations); (iv) any and all sums advanced by the
Collateral Agent in order to preserve the Collateral or preserve its security
interests in the Collateral; (v) in the event of any proceeding for the
collection or enforcement of any indebtedness, obligations, or liabilities of
any Assignor referred to in clauses (i), (ii) and (ii), after an Event of
Default shall have occurred and be continuing, the reasonable expenses of
taking, holding, preparing for sale or lease, selling or otherwise disposing of
or realizing on the Collateral, or of any exercise by the Collateral Agent of
its rights hereunder, together with reasonable attorneys fees and court costs;
and (vi) all amounts paid by any Indemnitee as to which such Indemnitee has the
right to reimbursement under Section 9.1 of this Agreement.  It is acknowledged and agreed that the
Obligations shall include extensions of credit of the types described above,
whether outstanding on the date of this Agreement or extended from time to time
after the date of this Agreement.  Other Obligations
shall have the meaning provided in the definition of Obligations in this Annex
A.


Patents shall
mean any United States patent now or hereafter owned by any Assignor, as well
as any application for a United States patent now or hereafter owned by any
Assignor.  Permitted Liens
shall have the meaning provided in the Credit Agreement.  Pledged
Debt means the indebtedness as evidenced by the Pledged
Intercompany Notes.  Pledged Intercompany
Notes means the Intercompany Notes described on Schedule B
hereto, as it may, from time to time, be supplemented in accordance with the terms
of  this Agreement.  Pledged Securities
means, collectively, the Pledged Stock, any pledged promissory notes and the
Pledged Intercompany Notes, if any.  Pledged Stock
means the shares of capital stock described in Schedule C hereto,
as it may, from time to time, be supplemented in accordance with the terms of
the Agreement, and any other shares of capital stock pledged to the Collateral
Agent hereunder or which otherwise become a part of the Collateral.  Post-Petition
Interest shall mean interest accruing in respect of Obligations after the
commencement of any bankruptcy, insolvency, receivership or similar proceedings
by or against the Borrower, at the rate applicable to such Obligations pursuant
to the applicable Loan Documents, whether or not such interest is allowed as a
claim enforceable against the Borrower in a bankruptcy case under the
Bankruptcy Code, and any other interest that would have accrued but for the
commencement of such proceedings.  Primary Obligations
shall have the meaning provided in Section 8.4(b) of this
Agreement.  Proceeds shall
have the meaning provided in Article 9 of the Uniform Commercial Code or
under other relevant law and, in any event, shall include, but not be limited
to, (i) any and all proceeds of any insurance, indemnity, warranty or Guarantee
payable to the Collateral Agent or any Assignor from time to time with respect
to any of the Collateral, (ii) any and all payments (in any form whatsoever)
made or due and payable to any Assignor from time to time in connection with
any requisition, confiscation, condemnation, seizure or forfeiture of all or
any part of the Collateral by any governmental authority (or any person acting
under color of governmental authority) and (iii) any and all other amounts from
time to time paid or payable under or in connection with any of the Collateral.  Pro Rata Share
shall have the meaning provided in Section 8.4(b) of this
Agreement.  Receivables
shall mean any account as such term is defined in Article 9 of the
Uniform Commercial Code, now or hereafter owned by any Assignor and, in any
event, shall include, but shall not be limited to, all of such Assignors
rights to payment of a monetary obligation, whether or not earned by
performance, (i) for property that has been or is to be sold,


leased, licensed,
assigned or otherwise disposed of, (ii) for services rendered or to be
rendered, (iii) for a policy of insurance issued or to be issued, including
health-care insurance receivables (as such term is defined in the Uniform
Commercial Code), (iv) for a secondary obligation incurred or to be incurred,
(v) for energy provided or to be provided, (vi) for the use or hire of a vessel
under a charter or other contract, (vii) arising out of the use of a credit or
charge card or information contained on or for use with the card, or (viii) as
winnings in a lottery or other game of chance operated or sponsored by a state,
governmental unit of a state, or person licensed or authorized to operate the
game by a state or governmental unit of a state, whether now in existence or
arising from time to time hereafter, including, without limitation, rights
evidenced by an account, note, contract, security agreement, chattel paper, or
other evidence of indebtedness or security, together with (i) all security
pledged, assigned, hypothecated or granted to or held by such Assignor to
secure the foregoing, (ii) all of such Assignors right, title and interest in
and to any goods, the sale of which gave rise thereto, (iii) all guarantees,
endorsements and indemnifications on, or of, any of the foregoing, (iv) all
powers of attorney for the execution of any evidence of indebtedness or
security or other writing in connection therewith, (v) all books, records,
ledger cards, and invoices relating thereto, (vi) all evidences of the filing
of financing statements and other statements and the registration of other
instruments in connection therewith and amendments thereto, notices to other
creditors or secured parties, and certificates from filing or other registration
officers, (vii) all credit information, reports and memoranda relating thereto,
and (viii) all other writings related in any way to the foregoing.  Representative
shall have the meaning provided in Section 8.4(d) of this
Agreement.  Revolving Credit
Agreement shall mean that certain Revolving Credit Agreement, dated as of
the date hereof, 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 refinancings
or successive refinancings of all or any part of the Revolving Credit Agreement
Obligations, together with any amendments, modifications, extensions,
supplements to, or restatements of any of the foregoing permitted by the Credit
Agreement.  Revolving Credit
Agreement Collateral Agent shall mean the Collateral Agent (as such term
is defined in the Revolving Credit Agreement).  Revolving Credit
Agreement First Lien Collateral shall have the meaning provided in Section 1.2
of this Agreement.  Revolving Credit
Agreement 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 Revolving
Credit Agreement Obligations (including, without limitation, each of the loan
documents as defined in any principal agreement evidencing Revolving Credit
Agreement Obligations, including any documents evidencing or securing any
complete, partial or successive refunding, refinancing or replacement of the
Revolving Credit Agreement Obligations and any amendments, modifications,
renewals or extensions of any of the foregoing).


Revolving Credit
Agreement Obligations shall mean Obligations under and as defined in the
Revolving Credit Agreement.  Secondary Obligations
shall have the meaning provided in Section 8.4(b) of this
Agreement.  Secured Party
shall have the meaning provided in the first paragraph of this Agreement.  Senior Secured Notes shall have the
meaning provided in the Recitals of this Agreement.  Senior Secured Notes
Indenture shall have the meaning provided in the Recitals of this
Agreement.  Senior Secured Notes
Obligations shall have the meaning provided in the definition of
Obligations in this Annex A.  Senior Secured Notes
Trustee shall have the meaning provided in the Recitals of this Agreement.  Significant Copyrights shall mean, at
any time, those Copyrights which the relevant Assignor believes in its
reasonable judgment to be material to its business at such time.  Significant Marks
shall mean, at any time, those Marks which the relevant Assignor believes in
its reasonable judgment to be material to its business at such time.  Significant Patents
shall mean, at any time, those Patents which the relevant Assignor believes in
its judgment to be material to its business at such time.  Software shall
have the meaning provided in Article 9 of the Uniform Commercial Code.  Stock Rights
means any stock, any dividend or other distribution and any other right or
property which an Assignor shall receive or shall become entitled to receive
for any reason whatsoever with respect to, in substitution for or in exchange
for any shares of Pledged Stock and any stock, any right to receive stock and
any right to receive earnings, in which an Assignor now has or hereafter
acquires any right, issued by an issuer of the Pledged Stock.  Termination Date
shall have the meaning provided in Section 12.2 of this Agreement.  Trade Secrets
shall mean any know-how, technology, product formulations, procedures and
product and manufacturing specifications or standards now or hereafter utilized
in the relevant Assignors business.  Uniform Commercial
Code or UCC shall mean the Uniform Commercial Code as now or
hereafter in effect from time to time in the State of New York; provided,


however,
that if by reason of mandatory provisions of law, any or all of the attachment,
perfection or priority of, or remedies with respect to, the Collateral Agents
security interests in any Collateral is governed by the Uniform Commercial Code
as enacted and in effect in any other jurisdiction, the term Uniform
Commercial Code or UCC shall mean the Uniform Commercial Code as enacted and
in effect in such other jurisdiction solely for purposes of the provisions
thereof relating to such attachment, perfection, priority or remedies.  The foregoing definitions
shall be equally applicable to both the singular and plural forms of the
defined terms.  In the computation of
periods of time from a specified date to a later specified date, the word
from means from and including and the words to and until each mean to
but excluding.  The words herein,
hereof and words of similar import as used in this Agreement shall refer to
this Agreement as a whole and not to any particular provision in this Agreement.  References to Articles, Sections,
paragraphs, Exhibits and Schedules in this Agreement shall refer to
Articles, Sections, paragraphs, Exhibits and Schedules of this Agreement unless
otherwise expressly provided; references to Persons include their respective
permitted successors and assigns or, in the case of governmental Persons,
Persons succeeding to the relevant functions of such persons; and all
references to statutes and related regulations shall include any amendments of
same and any successor statutes and regulations.


Annex B to Agreement  GRANT OF SECURITY
INTEREST IN
UNITED STATES TRADEMARKS AND PATENTS  FOR GOOD AND VALUABLE
CONSIDERATION, receipt and sufficiency of which are hereby acknowledged, [NAME OF GRANTOR], a
                  
corporation (the Grantor) with principal offices at
                                                       ,
hereby grants to Deutsche Bank Trust Company Americas, as Collateral Agent,
with principal offices at 60 Wall Street, New York, New York 10005 (the Grantee),
a security interest in (i) all of the Grantors right, title and interest in
and to the United States trademarks, trademark registrations and trademark
applications (the Marks) set forth on Schedule B attached
hereto, (ii) all of the Grantors right, title and interest in and to the
United States patents (the Patents) set forth on Schedule C
attached hereto, in each case together with (iii) all Proceeds (as such term is
defined in the Security Agreement referred to below) of the Marks and Patents,
(iv) the goodwill of the businesses symbolized by the Marks and (v) all causes
of action arising prior to or after the date hereof for infringement of any of
the Marks and Patents or unfair competition regarding the same.  THIS GRANT is made to
secure the full and prompt performance and payment of all the Obligations of
the Grantor, as such term is defined in the Security Agreement between the
Grantor, the other assignors party thereto and the Grantee, dated as of October 14,
2004 (as amended, restated, supplemented or otherwise modified from time to
time, the Security Agreement). 
Upon the occurrence of the Termination Date (as defined in the Security
Agreement), the Grantee shall, upon such satisfaction, execute, acknowledge,
and deliver to the Grantor an instrument in writing releasing the security
interest in and re-assigning the Marks and Patents acquired under this Grant to
the Grantor.  This Grant has been
granted in conjunction with the security interest granted to the Grantee under
the Security Agreement.  The rights and
remedies of the Grantee with respect to the security interest granted herein
are more fully set forth in the Security Agreement, all terms and provisions of
which are incorporated herein by reference. 
In the event that any provisions of this Grant are deemed to conflict
with the Security Agreement, the provisions of the Security Agreement shall
govern.  [signature
page follows]


IN WITNESS WHEREOF, the
undersigned have executed this Grant of Security Interest as of the
     day of
               ,
       .  [NAME
  OF GRANTOR],
  as GrantorBy:Name:Title:DEUTSCHE BANK TRUST
  COMPANY
  AMERICAS, as GranteeBy:Name:Title:


STATE OF
  )) ss.:COUNTY OF
  )  On this
    day of
                ,
       before me personally came
                       ,
who being duly sworn, did depose and say that he is
                                  
of [Name of Grantor], that he is
authorized to execute the foregoing Grant of Security Interest on behalf of said
corporation and that he did so by authority of the Board of Directors of said
Corporation.  Notary Public


STATE OF
  )) ss.:COUNTY OF
  )  On this
     day of
                  ,
       before me personally came
                          
who, being by me duly sworn, did state as follows: that s/he is
                          
of Deutsche Bank Trust Company Americas, that s/he is authorized to execute the
foregoing Grant of Security Interest on behalf of said corporation and that
s/he did so by authority of the Board of Directors of said corporation.   Notary Public


Schedule B  U.S. Trademark
Registration  Registered Mark
  
  Registration No.
  
  Registration Date


Schedule C  All patents are
encumbered with security interests.  Patent Number
  
  Date Issued
  
  Title


Annex C to Agreement  GRANT OF SECURITY
INTERESTIN UNITED STATES COPYRIGHTS  WHEREAS, [NAME OF
GRANTOR], a
              
corporation (the Grantor), having its chief executive office at
                                     ,
is the owner of all right, title and interest in and to the United States
copyrights and associated United States copyright registrations and
applications for registration set forth in Schedule B attached
hereto;  WHEREAS, DEUTSCHE BANK TRUST COMPANY AMERICAS, as
Collateral Agent, having its principal offices at 60 Wall Street, New York, New
York 10005 (the Grantee), desires to acquire a security interest in,
and lien on, all of Grantors right, title and interest in and to Grantors
copyrights and copyright registrations and applications therefor described
above; and  WHEREAS, the Grantor is willing to assign to the
Grantee, and to grant to the Grantee a security interest in and lien upon the
copyrights and copyright registrations and applications therefor described
above;  NOW, THEREFORE, for good and valuable consideration,
the receipt of which is hereby acknowledged, and subject to the terms and
conditions of the Security Agreement, dated as of October 14, 2004,
between the Grantor, the other assignors from time to time party thereto and
the Grantee (as amended, restated, supplemented or otherwise modified from time
to time, the Security Agreement), the Grantor hereby grants to the
Grantee a security interest in and a lien upon, all of Grantors right, title
and interest in and to Grantors copyrights and copyright registrations and
applications more particularly set forth on Schedule B attached
hereto, (the


Copyrights)
together with (i) all Proceeds (as such term is defined in the Security
Agreement referred to below) of the Copyrights, and (ii) all causes of action
arising prior to or after the date hereof for infringement of any Copyright.  This GRANT OF SECURITY INTEREST is made to secure the
satisfactory performance and payment of all the Obligations (as such term is
defined in the Security Agreement) of the Grantor and shall be effective as of
the date of the Security Agreement.  Upon
the occurrence of the Termination Date (as defined in the Security Agreement),
the Grantee shall, upon such satisfaction, execute, acknowledge, and deliver to
Grantor an instrument in writing releasing the security interest in the
Copyrights acquired under this Grant of Security Interest.  This Grant of Security Interest has been granted in
conjunction with the security interest granted to Grantee under the Security
Agreement.  The rights and remedies of
the Grantee with respect to the security interest granted herein are more fully
set forth in the Security Agreement, all terms and provisions of which are
incorporated herein by reference.  In the
event that any provisions of this Grant of Security Interest are deemed to
conflict with the Security Agreement, the provisions of the Security Agreement
shall govern.  [Signature
Page Follows]  2


IN WITNESS WHEREOF, the undersigned have executed this
Grant as of the       day of
                     ,
      .   [NAME
  OF GRANTOR],
  as GrantorBy:Name:Title:DEUTSCHE BANK TRUST
  COMPANY
  AMERICAS, as Collateral Agent GranteeBy:Name:Title:


STATE OF
  )) ss.:COUNTY OF
  )  On this     day of
                ,
        , before me personally came
                                
who, being by me duly sworn, did state as follows:  that he is
                                
of [Name of Grantor], that he is
authorized to execute the foregoing Grant of Security Interest on behalf of
said corporation and that he did so by authority of the Board of Directors of
said corporation.  Notary
  Public


STATE OF
  )) ss.:COUNTY OF
  )  On this      day of
                  ,
      , before me personally came
                            
who, being by me duly sworn, did state as follows:  that s/he is
                                  of
Deutsche Bank Trust Company Americas, that s/he is authorized to execute the
foregoing Grant of Security Interest on behalf of said corporation and that he
did so by authority of the Board of Directors of said corporation.  Notary
  Public


Schedule B  UNITED STATES COPYRIGHTS


Annex D to Agreement  ADDITION OF NEW
ASSIGNORTO SECURITY AGREEMENT  ADDITION OF NEW ASSIGNOR
TO SECOND AMENDED AND RESTATED SECURITY AGREEMENT (this Instrument),
dated as of           ,          ,
amending that certain         Security
Agreement, dated as of October 14, 2004 (as the same may be amended,
restated, supplemented or otherwise modified from time to time, the Agreement)
by and among the Assignors (the Assignors) party thereto and Deutsche
Bank Trust Company Americas, as Collateral Agent (the Collateral Agent)
for the Secured Parties.  Reference is made to the
Credit Agreement dated as of October 14, 2004 (as may be amended,
restated, supplemented or otherwise modified from time to time, the Credit
Agreement), among Huntsman LLC, a Utah limited liability company (Borrower),
the financial institutions (the Lenders) from time to time party
thereto and Deutsche Bank Trust Company Americas, as administrative agent
(together with any successor agent, the Agent).  Capitalized terms used
herein and not otherwise defined herein shall have the meanings assigned to
such terms in the Agreement and the Credit Agreement.  The Assignors have entered
into the Agreement in order to induce the Lenders to extend credit pursuant to
the Credit Agreement and to induce the other Secured Parties to extend Hedging
Agreements and Foreign Overdraft Facility Agreements, as the case may be.  Pursuant to Section 7.11 of the Credit
Agreement, the undersigned is required to enter into the Agreement as an
Assignor.  Section 14.2(d) of the
Agreement provides that additional parties may become an Assignor under the
Agreement by execution and delivery of an instrument in the form of this
Instrument.  The undersigned (the New
Party) is executing this Instrument in accordance with the requirements of
the Credit Agreement to become an Assignor under the Agreement in order to
induce the Lenders to extend and continue the extension of credit pursuant to
the Credit Agreement.  Accordingly, the New
Party agrees as follows:  SECTION 1.In accordance with the Agreement, the New
Party by its signature below becomes a party to the Agreement with the same
force and effect as if originally named therein as a party and the New Party
hereby (a) agrees to all the terms and warrants that the representations and
warranties made by it as a party thereunder are true and correct in all
material respects on and as of the date hereof after giving effect to the
disclosures attached hereto as Annex I. 
Each reference to an Assignor in the Agreement shall be deemed to
include the New Party.  The Agreement is
hereby incorporated herein by reference.  SECTION 2.The New Party represents and warrants to
the Collateral Agent and the Secured Parties that this Instrument has been duly
authorized, executed and delivered by it and constitutes its legal, valid and
binding obligation, enforceable against it in accordance with its


terms, except to the extent
that the enforceability thereof may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws generally affecting
creditors rights and by equitable principles (regardless of whether
enforcement is sought in equity or at law).  SECTION 3.This Instrument may be executed in
counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute a single contract.  This Instrument shall become effective when
the Collateral Agent shall have received a counterpart of this Instrument that
bears the signatures of the New Party.  SECTION 4.Except as expressly supplemented hereby,
the Agreement shall remain in full force and effect.  SECTION 5.THIS INSTRUMENT 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 CONFLICT OF LAW.  SECTION 6.All communications and notices hereunder
shall be in writing and given as provided in the Agreement.  All communications and notices hereunder to
the New Party shall be given to it at the address set forth under its signature
below.  IN WITNESS WHEREOF, the
New Party has duly executed this Addition of New Assignor to the Security
Agreement as of the day and year first above written.  [NAME
  OF NEW PARTY],By:Name:Title:Address:  2