Exhibit 10.33

EXECUTION COPY

FIFTH AMENDMENT

This
FIFTH AMENDMENT (this "Amendment"), dated as of February 7, 2003, is entered into by and among Huntsman International LLC
(f/k/a Huntsman ICI Chemicals LLC), a Delaware limited liability company (the "Borrower"), Huntsman International Holdings LLC (f/k/a Huntsman ICI
Holdings LLC), a Delaware limited liability company ("Holdings"), the undersigned financial institutions, including Deutsche Bank Trust Company Americas
(formerly named Bankers Trust Company), in their capacities as lenders hereunder (collectively, the "Lenders," and each individually, a
"Lender"), Deutsche Bank Trust Company Americas (formerly named Bankers Trust Company), as Lead Arranger, Administrative Agent
("Administrative Agent") for the Lenders and Sole Book Manager, Goldman Sachs Credit Partners L.P., as Syndication Agent and Co-Arranger and
The Chase Manhattan Bank and UBS Warburg LLC (as successor to Warburg Dillon Read), as Co-Arrangers and as Co-Documentation Agents (collectively, the
"Agents" and each individually, an "Agent"). Terms used herein and not otherwise defined herein shall
have the same meanings as specified in the Credit Agreement (as defined below).

RECITALS:

A.    The
Borrower, Holdings, the Lenders, the Agents and the Administrative Agent have heretofore entered into that certain Credit Agreement dated as of June 30, 1999,
as amended by that certain First Amendment dated as of December 21, 2000, that certain Second Amendment dated as of March 5, 2001, that certain Third Amendment dated as of
November 30, 2001, and that certain Fourth Amendment dated as of March 15, 2002 (as amended, restated, supplemented or otherwise modified from time to time, the
"Credit Agreement").

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

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

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

SECTION 1.Amendment of Credit Agreement.

The
Credit Agreement is hereby amended as of the Fifth Amendment Effective Date as follows:



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Period

RatioJanuary 1, 2003 to March 31, 2003

1.60 to 1.0April 1, 2003 to June 30, 2003

1.65 to 1.0July 1, 2003 to September 30, 2003

1.75 to 1.0October 1, 2003 to December 31, 2003

1.85 to 1.0January 1, 2004 to March 31, 2004

2.00 to 1.0April 1, 2004 to June 30, 2004

2.50 to 1.0July 1, 2004 to September 30, 2004 and each period thereafter

2.75 to 1.0
"




Period

RatioJanuary 1, 2003 to March 31, 2003

6.75 to 1.0April 1, 2003 to June 30, 2003

6.75 to 1.0July 1, 2003 to September 30, 2003

6.25 to 1.0October 1, 2003 to December 31, 2003

6.00 to 1.0January 1, 2004 to March 31, 2004

5.50 to 1.0April 1, 2004 to June 30, 2004

4.75 to 1.0July 1, 2004 to September 30, 2004 and each period thereafter

3.75 to 1.0
"




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



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

SECTION 3.References to and Effect on the Credit Agreement.On
and after the date hereof each reference in the Credit Agreement to "this Agreement," "hereunder," "hereof," "herein," or words of like import, and each reference to the Credit Agreement, as the case
may be, in the Loan Documents and all other documents (the "Ancillary Documents") delivered in connection with the Credit Agreement shall mean and be a reference to the Credit Agreement as amended
hereby.

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

The
execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders or
Administrative Agent under the Credit Agreement, the Loan Documents or the Ancillary Documents.

SECTION 4.Fees, Costs and Expenses.(a) Borrower agrees to pay
a fee to the Administrative Agent on or prior to the Fifth Amendment Effective Date on behalf of each Lender which has executed and delivered this Amendment on or prior to 5:00 p.m. E.S.T. on
February 7, 2003 equal to .125% times the sum of the Domestic Revolving Commitment, Multicurrency Revolving Commitment and outstanding Term Loans of such Lender as in effect under the Credit
Agreement on the Fifth Amendment Effective Date, such fee to be due and payable on the Fifth Amendment Effective Date; and (b) Borrower also agrees to pay all reasonable costs and expenses of
the Administrative Agent in connection with the negotiation, preparation, printing, typing, reproduction, execution and delivery of this Amendment and all other documents furnished pursuant hereto or
in connection herewith, including without limitation, the reasonable fees and out-of-pocket expenses of Winston & Strawn, special counsel to Administrative Agent and any
local counsel retained by Administrative Agent relative thereto or the reasonable allocated costs of staff counsel as well as the fees and out-of-pocket expenses of counsel,
independent public accountants and other outside experts retained by Administrative Agent in connection with the administration of this Amendment.

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SECTION 5.Miscellaneous.



[signature page follows]

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

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ANNEX A

Schedule 1.1(e)

Explanation of Permitted Restructuring Charges*  (figures in $millions)

Polyurethanes

Surface
SciencesCash Costs

25

15Non Cash Costs

9

16Total

34

31


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