Exhibit 10.1

EXECUTION COPY



AMENDED AND RESTATED CREDIT AGREEMENT

among

HUNTSMAN INTERNATIONAL LLC,

as the Borrower

HUNTSMAN INTERNATIONAL HOLDINGS LLC,

as a Guarantor

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Administrative Agent,

DEUTSCHE BANK SECURITIES INC.,

as Co-Lead Arranger and Joint Book Runner,

CITIGROUP GLOBAL MARKETS INC.,

as Co-Syndication Agent, Co-Lead Arranger and Joint Book Runner,

JP MORGAN SECURITIES INC.,

as Co-Documentation Agent and Joint Book Runner,

UBS SECURITIES LLC,

as Co-Syndication Agent

CREDIT SUISSE FIRST BOSTON,

as Co-Documentation Agent

MERRILL LYNCH, PIERCE FENNER & SMITH INC.,

as Co-Documentation Agent

and

VARIOUS LENDING INSTITUTIONS

Dated as of July 13, 2004



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TABLE OF CONTENTS

|                                                              |      |                                                                |  | Page
|------------------------------------------------------------- | ---- | -------------------------------------------------------------- |  | ----
|ARTICLE I DEFINITIONS AND ACCOUNTING TERMS                    |      | 1                                                             
|                                                              | 1.1  | Definitions                                                    |  | 1   
|                                                              | 1.2  | Accounting Terms; Financial Statements                         |  | 37  
|ARTICLE II AMOUNT AND TERMS OF CREDIT                         |      | 38                                                            
|                                                              | 2.1  | The Commitments                                                |  | 38  
|                                                              | 2.2  | Notes                                                          |  | 42  
|                                                              | 2.3  | Minimum Amount of Each Borrowing; Maximum Number of Borrowings |  | 43  
|                                                              | 2.4  | Borrowing Options                                              |  | 43  
|                                                              | 2.5  | Notice of Borrowing                                            |  | 43  
|                                                              | 2.6  | Conversion or Continuation                                     |  | 44  
|                                                              | 2.7  | Disbursement of Funds                                          |  | 45  
|                                                              | 2.8  | [INTENTIONALLY DELETED.]                                       |  | 46  
|                                                              | 2.9  | Pro Rata Borrowings                                            |  | 46  
|                                                              | 2.10 | Amount and Terms of Letters of Credit                          |  | 46  
|ARTICLE III INTEREST AND FEES                                 |      | 55                                                            
|                                                              | 3.1  | Interest                                                       |  | 55  
|                                                              | 3.2  | Fees                                                           |  | 56  
|                                                              | 3.3  | Computation of Interest and Fees                               |  | 56  
|                                                              | 3.4  | Interest Periods                                               |  | 56  
|                                                              | 3.5  | Compensation for Funding Losses                                |  | 57  
|                                                              | 3.6  | Increased Costs, Illegality, Etc.                              |  | 58  
|                                                              | 3.7  | Replacement of Affected Lenders                                |  | 60  
|ARTICLE IV REDUCTION OF COMMITMENTS; PAYMENTS AND PREPAYMENTS |      | 61                                                            
|                                                              | 4.1  | Voluntary Reduction of Commitments                             |  | 61  
|                                                              | 4.2  | Mandatory Reductions of Commitments                            |  | 62  
|                                                              | 4.3  | Voluntary Prepayments                                          |  | 62  
|                                                              | 4.4  | Mandatory Prepayments                                          |  | 63  
|                                                              | 4.5  | Application of Prepayments                                     |  | 66  
|                                                              | 4.6  | Method and Place of Payment                                    |  | 67  
|                                                              | 4.7  | Net Payments                                                   |  | 67  
|                                                              |      |                                                                |  |     

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|ARTICLE V CONDITIONS OF CREDIT            |      | 70                                                                                  
|----------------------------------------- | ---- | ------------------------------------------------------------------------------------
|                                          | 5.1  | Conditions Precedent to the Initial Borrowing                                       
|                                          | 5.2  | Conditions Precedent to All Credit Events                                           
|ARTICLE VI REPRESENTATIONS AND WARRANTIES |      | 74                                                                                  
|                                          | 6.1  | Corporate Status                                                                    
|                                          | 6.2  | Corporate Power and Authority                                                       
|                                          | 6.3  | No Violation                                                                        
|                                          | 6.4  | Governmental and Other Approvals                                                    
|                                          | 6.5  | Financial Statements; Financial Condition; Undisclosed Liabilities Projections; etc.
|                                          | 6.6  | Litigation                                                                          
|                                          | 6.7  | Disclosure                                                                          
|                                          | 6.8  | Use of Proceeds; Margin Regulations                                                 
|                                          | 6.9  | Tax Returns and Payments                                                            
|                                          | 6.10 | Compliance With ERISA                                                               
|                                          | 6.11 | Ownership of Property                                                               
|                                          | 6.12 | Capitalization of Holdings and the Borrower                                         
|                                          | 6.13 | Subsidiaries                                                                        
|                                          | 6.14 | Compliance With Law, Etc.                                                           
|                                          | 6.15 | Investment Company Act                                                              
|                                          | 6.16 | Public Utility Holding Company Act                                                  
|                                          | 6.17 | Environmental Matters                                                               
|                                          | 6.18 | Labor Relations                                                                     
|                                          | 6.19 | Intellectual Property, Licenses, Franchises and Formulas                            
|                                          | 6.20 | Certain Fees                                                                        
|                                          | 6.21 | Security Documents                                                                  
|                                          | 6.22 | Subordination Provisions                                                            
|                                          | 6.23 | Foreign Intercompany Loan Documents                                                 
|                                          |      |                                                                                     

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|ARTICLE VII AFFIRMATIVE COVENANTS |      | 84                                                                                                                                                           
|--------------------------------- | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                  | 7.1  | Financial Statements                                                                                                                                         
|                                  | 7.2  | Certificates; Other Information                                                                                                                              
|                                  | 7.3  | Notices                                                                                                                                                      
|                                  | 7.4  | Conduct of Business and Maintenance of Existence                                                                                                             
|                                  | 7.5  | Payment of Obligations                                                                                                                                       
|                                  | 7.6  | Inspection of Property, Books and Records                                                                                                                    
|                                  | 7.7  | ERISA                                                                                                                                                        
|                                  | 7.8  | Maintenance of Property, Insurance                                                                                                                           
|                                  | 7.9  | Environmental Laws                                                                                                                                           
|                                  | 7.10 | Use of Proceeds                                                                                                                                              
|                                  | 7.11 | Additional Security; Further Assurances                                                                                                                      
|                                  | 7.12 | End of Fiscal Years; Fiscal Quarters                                                                                                                         
|                                  | 7.13 | Maintenance of Corporation Separateness                                                                                                                      
|                                  | 7.14 | Foreign Subsidiaries Security                                                                                                                                
|                                  | 7.15 | Certain Fees Indemnity                                                                                                                                       
|ARTICLE VIII NEGATIVE COVENANTS   |      | 95                                                                                                                                                           
|                                  | 8.1  | Liens                                                                                                                                                        
|                                  | 8.2  | Indebtedness                                                                                                                                                 
|                                  | 8.3  | Consolidation, Merger, Purchase or Sale of Assets, etc.                                                                                                      
|                                  | 8.4  | Dividends or Other Distributions                                                                                                                             
|                                  | 8.5  | Limitation on Certain Restrictions on Subsidiaries                                                                                                           
|                                  | 8.6  | Issuance of Stock                                                                                                                                            
|                                  | 8.7  | Loans and Investments                                                                                                                                        
|                                  | 8.8  | Transactions with Affiliates                                                                                                                                 
|                                  | 8.9  | Lines of Business                                                                                                                                            
|                                  | 8.10 | Fiscal Year                                                                                                                                                  
|                                  | 8.11 | Limitation on Voluntary Payments and Modifications of Indebtedness; Modifications of Certificate of Incorporation, By-Laws and Certain Other Agreements; Etc.
|                                  | 8.12 | Accounting Changes                                                                                                                                           
|                                  | 8.13 | Permitted Accounts Receivable Securitization                                                                                                                 
|                                  |      |                                                                                                                                                              

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|ARTICLE IX FINANCIAL COVENANTS      |       | 107                                                                                         
|----------------------------------- | ----- | --------------------------------------------------------------------------------------------
|                                    | 9.1   | Capital Expenditures                                                                        
|                                    | 9.2   | Intentionally Omitted                                                                       
|                                    | 9.3   | Interest Coverage Ratio                                                                     
|                                    | 9.4   | Leverage Ratio                                                                              
|                                    | 9.5   | Maximum Cash Balances                                                                       
|ARTICLE X EVENTS OF DEFAULT         |       | 109                                                                                         
|                                    | 10.1  | Events of Default                                                                           
|                                    | 10.2  | Rights Not Exclusive                                                                        
|ARTICLE XI THE ADMINISTRATIVE AGENT |       | 112                                                                                         
|                                    | 11.1  | Appointment                                                                                 
|                                    | 11.2  | Nature of Duties                                                                            
|                                    | 11.3  | Exculpation, Rights Etc.                                                                    
|                                    | 11.4  | Reliance                                                                                    
|                                    | 11.5  | Indemnification                                                                             
|                                    | 11.6  | The Administrative Agent In Its Individual Capacity                                         
|                                    | 11.7  | Notice of Default                                                                           
|                                    | 11.8  | Holders of Obligations                                                                      
|                                    | 11.9  | Resignation by the Administrative Agent                                                     
|                                    | 11.10 | The Administrative Agent as English Trustee                                                 
|                                    | 11.11 | The Co-Lead Arrangers, Joint Book Runners, Co-Syndication Agents and Co-Documentation Agents
|                                    |       |                                                                                             

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|ARTICLE XII MISCELLANEOUS      |       | 116                                                             
|------------------------------ | ----- | ----------------------------------------------------------------
|                               | 12.1  | No Waiver; Modifications in Writing                             
|                               | 12.2  | Further Assurances                                              
|                               | 12.3  | Notices, Etc.                                                   
|                               | 12.4  | Costs, Expenses and Taxes                                       
|                               | 12.5  | Confirmations                                                   
|                               | 12.6  | Adjustment; Setoff                                              
|                               | 12.7  | Execution in Counterparts                                       
|                               | 12.8  | Binding Effect; Assignment; Addition and Substitution of Lenders
|                               | 12.9  | CONSENT TO JURISDICTION; MUTUAL WAIVER OF JURY TRIAL            
|                               | 12.10 | GOVERNING LAW                                                   
|                               | 12.11 | Severability of Provisions                                      
|                               | 12.12 | Headings                                                        
|                               | 12.13 | Termination of Agreement                                        
|                               | 12.14 | Confidentiality                                                 
|                               | 12.15 | Concerning the Collateral and the Loan Documents                
|                               | 12.16 | Effectiveness                                                   
|                               | 12.17 | Registry                                                        
|                               | 12.18 | Accounts Receivable Securitization                              
|ARTICLE XIII HOLDINGS GUARANTY |       | 129                                                             
|                               | 13.1  | The Guaranty                                                    
|                               | 13.2  | Insolvency                                                      
|                               | 13.3  | Nature of Liability                                             
|                               | 13.4  | Independent Obligation                                          
|                               | 13.5  | Authorization                                                   
|                               | 13.6  | Reliance                                                        
|                               | 13.7  | Subordination                                                   
|                               | 13.8  | Waiver                                                          
|                               | 13.9  | Nature of Liability                                             

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INDEX OF EXHIBITS AND SCHEDULES        Exhibits

|Exhibit 1.1(a)      |  | Form of UK Holdco Note                                  
|------------------- |  | --------------------------------------------------------
|Exhibit 1.1(b)      |  | Form of Foreign Intercompany Note                       
|Exhibit 1.1(c)      |  | Description of Huntsman Agreements                      
|Exhibit 2.1(c)      |  | Form of Swing Line Loan Participation Certificate       
|Exhibit 2.2(a)(1)   |  | Form of Term B Dollar Note                              
|Exhibit 2.2(a)(2)   |  | Form of Term B Euro Note                                
|Exhibit 2.2(a)(3)   |  | Form of Domestic Revolving Note                         
|Exhibit 2.2(a)(4)   |  | Form of Multicurrency Revolving Note                    
|Exhibit 2.2(a)(5)   |  | Form of Swing Line Note                                 
|Exhibit 2.5         |  | Form of Notice of Borrowing                             
|Exhibit 2.6         |  | Form of Notice of Conversion or Continuation            
|Exhibit 2.10(b) - 1 |  | Form of Letter of Credit Request                        
|Exhibit 2.10(b) - 2 |  | Form of Letter of Credit Amendment Request              
|Exhibit 4.7(d)      |  | Form of Section 4.7(d)(ii) Certificate                  
|Exhibit 5.1(l)      |  | Form of Vinson & Elkins L.L.P. Legal Opinion            
|Exhibit 7.2(b)      |  | Form of Officer's Certificate Pursuant to Section 7.2(b)
|Exhibit 8.7(i)      |  | Form of Subordination Provisions                        
|Exhibit 12.8(c)     |  | Form of Assignment and Assumption Agreement             

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Schedules

|Schedule 1.1(a)      |  | Commitments                                                   
|-------------------- |  | --------------------------------------------------------------
|Schedule 1.1(b)      |  | Calculation of the Mandatory Cost                             
|Schedule 1.1(c)      |  | Restructuring Description                                     
|Schedule 2.10(k)     |  | Outstanding Letters of Credit                                 
|Schedule 5.1(d)(iii) |  | List of Foreign Intercompany Loan Security Document Deliveries
|Schedule 6.3         |  | Approvals and Consents                                        
|Schedule 6.4         |  | Governmental Approval                                         
|Schedule 6.5(a)      |  | Pro Forma Balance Sheet                                       
|Schedule 6.5(c)      |  | Existing Liabilities                                          
|Schedule 6.5(e)      |  | Projections                                                   
|Schedule 6.12(a)     |  | Capitalization of Holdings and the Borrower                   
|Schedule 6.13        |  | List of Subsidiaries                                          
|Schedule 6.21(c)     |  | Owned and Leased Properties                                   
|Schedule 7.8         |  | Insurance Levels                                              
|Schedule 8.1(h)      |  | Existing Liens                                                
|Schedule 8.2(b)      |  | Existing Indebtedness                                         
|Schedule 8.5(a)      |  | Existing Restrictions on Subsidiaries                         
|Schedule 8.7(b)      |  | Existing Investments                                          
|Schedule 12.3        |  | Notice Information                                            

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AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of July 13, 2004 and is made by and among Huntsman International LLC, a Delaware limited liability
company (the "Borrower"), Huntsman International Holdings LLC, a Delaware limited liability company
("Holdings"), the undersigned financial institutions, including Deutsche Bank Trust Company Americas, in their capacities as lenders hereunder
(collectively, the "Lenders," and each individually, a "Lender"), Deutsche Bank Trust Company Americas,
as Administrative Agent ("Administrative Agent") for the Lenders, Deutsche Bank Securities Inc., as Co-Lead Arranger, Citigroup
Global Markets Inc., as Co-Lead Arranger and Co-Syndication Agent, UBS Securities LLC, as Co-Syndication Agent, Credit Suisse First Boston, as
Co-Documentation Agent, JP Morgan Securities Inc., as Co-Documentation Agent and Merrill Lynch, Pierce Fenner & Smith Inc., as Co-Documentation
Agent (collectively, the "Agents" and each individually, an "Agent").

W I T N E S S E T H:

WHEREAS, the Borrower, Holdings, Administrative Agent and certain other financial institutions are party to that certain Credit Agreement dated as of
June 30, 1999 (as amended, restated or otherwise modified prior to the date hereof, the "Original Credit Agreement");

WHEREAS,
Holdings and the Borrower have requested that the Lenders amend and restate the Original Credit Agreement to (i) restructure the outstanding term loans under the Original
Credit Agreement in a principal amount on the Amendment and Restatement Effective Date equal to $1,240,051,903.47 into a single term loan under this Agreement; (ii) make certain additional term
loans to the Borrower under this Agreement to refinance, in part certain outstanding revolving loans under the Original Credit Agreement; and (iii) restate and continue the domestic and
multicurrency revolving commitments outstanding under the Original Credit Agreement which new domestic and multicurrency revolving commitments shall provide liquidity for ongoing working capital and
general corporate needs of the Borrower and its Subsidiaries;

WHEREAS,
it is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or evidence
repayment of any such obligations and liabilities and, subject to the last proviso ofSection 12.19hereof, that this Agreement amend and restate
in its entirety the Original Credit Agreement and re-evidence the obligations of Holdings and the Borrower outstanding thereunder;

WHEREAS,
the Administrative Agent and Lenders are willing to amend and restate the Original Credit Agreement for the purposes specified above and only on the terms and subject to the
conditions set forth herein;

NOW,
THEREFORE, in consideration of the premises and of the mutual covenants herein contained the parties hereto agree as follows:

ARTICLE I        DEFINITIONS AND ACCOUNTING TERMS

1.1DefinitionsAs used herein, and unless the context requires a different meaning, the following terms have
the meanings indicated:

"Accounts Receivable" means presently existing and hereafter arising or acquired accounts receivable, notes, drafts, acceptances, general
intangibles, choses in action and other forms of obligations and receivables relating in any way to Inventory or arising from the sale of Inventory or the rendering of services by the Borrower or its
Subsidiaries or howsoever otherwise arising, including the right to payment of any interest or finance charges with respect thereto and all proceeds of insurance with respect thereto, together with
all of the Borrower's or its Subsidiaries' rights as an unpaid vendor, all pledged assets, guaranty claims, liens and security interests held by or granted to the Borrower or its

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Subsidiaries
to secure payment of any Accounts Receivable and all books, customer lists, ledgers, records and files (whether written or stored electronically) relating to any of the foregoing.

"Acquired Master Trust Receivables Pool" means any pool of "Receivables" or "Receivable Assets" (as defined in the Master Trust Pooling
Agreement) which derive from a business which has been acquired by Holdings or any Subsidiary of Holdings in connection with a stock, asset or other acquisition occurring after the Amendment and
Restatement Effective Date.

"Acquisition" has the meaning assigned to that term inSection 8.7(p).

"Additional Security Documents" means all mortgages, pledge agreements, security agreements, reaffirmations and other security documents
entered into pursuant toSection 7.11with respect to additional Collateral, in each case, as amended, supplemented or otherwise modified from
time to time.

"Additional Senior Subordinated Note Documents" means the Additional Senior Subordinated Notes, the indenture under which the Additional
Senior Subordinated Notes are issued and all other documents evidencing, guaranteeing or otherwise governing the terms of the Additional Senior Subordinated Notes.

"Additional Senior Subordinated Notes" means the senior subordinated euro notes due no earlier than 2009 in an aggregate principal amount
of up to 250,000,000 Euros issued by the Borrower in a Rule 144A offering on terms which are substantially similar to the Original Senior Subordinated Notes (the
"Initial Euro Notes") and any senior subordinated euro notes with substantially identical terms to the Initial Euro Notes which are issued in exchange
for the Initial Euro Notes following the issuance of the Initial Euro Notes as contemplated by the Additional Senior Subordinated Note Documents.

"Additional Term Loan" has the meaning set forth inSection 2.1(a)(ii).

"Administrative Agent" has the meaning assigned to that term in the introduction to this Agreement and any successor Administrative Agent
in such capacity.

"Affiliate" means, with respect to any Person, any Person or group acting in concert in respect of the Person in question that, directly
or indirectly, controls (including but not limited to all directors and officers of such Person) or is controlled by or is under common control with such Person provided that no Agent nor any
Affiliate of an Agent shall be deemed to be an Affiliate of the Borrower. For the purposes of this definition, "control" (including, with correlative meanings, the terms "controlled by" and "under
common control with"), as used with respect to any Person or group of Persons, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management and
policies of such Person, whether through the ownership of voting securities or by contract or otherwise. A Person shall be deemed to control a corporation if such Person possesses, directly or
indirectly, the power to vote 10% or more of the securities having ordinary voting power for the election of directors of such corporation.

"Agreement" means this Credit Agreement, as the same may at any time be amended, supplemented or otherwise modified in accordance with the
terms hereof and in effect.

"Alternative Currency" means, with respect to (i) Multicurrency Revolving Loans, Euros and Sterling, and (ii) any Domestic
Supported Foreign LC, Multicurrency Letter of Credit or Swing Line Loans, Euros, Sterling and any currency which is freely transferable and convertible into Dollars.

"Amendment and Restatement Effective Date" has the meaning assigned to that term in Section 12.16.

"Applicable Base Rate Margin" means at any date, (i) with respect to Domestic Revolving Loans and Multicurrency Revolving Loans
denominated in Dollars, the applicable percentage set forth in the following table under the column Applicable Base Rate Margin for Domestic Revolving Loans and Multicurrency Revolving Loans opposite
the Most Recent Leverage Ratio as of such date, (ii) with

2

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respect
to Term B Dollar Loans, the applicable percentage set forth under the column Applicable Base Rate Margin for Term B Dollar Loans opposite the Most Recent Leverage Ratio as of such date:

Most Recent Leverage Ratio

Applicable Base Rate
Margin for Domestic
Revolving Loans and
Multicurrency Revolving Loans

Applicable
Base Rate
Margin for
Term B Dollar LoansLess than or equal to 2.5 to 1

1.00
%
1.75
%Greater than 2.5 to 1 but less than or equal to 3.0 to 1

1.25
%
1.75
%Greater than 3.0 to 1 but less than or equal to 3.5 to 1

1.50
%
1.75
%Greater than 3.5 to 1 but less than or equal to 4.5 to 1

1.75
%
1.75
%Greater than 4.5 to 1

2.00
%
2.00
%


"Applicable Commitment Fee Percentage" means at any date, the applicable percentage set forth in the following table opposite the phrase
"Average Utilization" as of such date:

Average Utilization

Applicable Commitment
Fee PercentageEqual to or greater than 50% of sum of Total Domestic Revolving Commitment plus Total Multicurrency Revolving Commitment

.500
%Less than 50% of sum of Total Domestic Revolving Commitment plus Total Multicurrency Revolving Commitment

.750
%


"Applicable Currency" means as to any particular payment or Loan, Dollars or the Alternative Currency in which it is denominated or is
payable.

"Applicable Eurocurrency Margin" means at any date, (i) with respect to the Term B Loan Facility, the applicable percentage set
forth in the following table under the column Applicable Eurocurrency Margin for Term B Loan Facility opposite the Most Recent Leverage Ratio on such date and (ii) with respect to Domestic
Revolving Loans and the Multicurrency Revolving Loans, the applicable percentage set forth in the following table under the column Applicable Eurocurrency Margin for Domestic Revolving Loans and
Multicurrency Revolving Loans opposite the Most Recent Leverage Ratio on such date:

Most Recent Leverage Ratio

Applicable
Eurocurrency Margin
for Domestic
Revolving Loans and
Multicurrency Revolving Loans

Applicable
Eurocurrency Margin
for Term B Loan FacilityLess than or equal to 2.5 to 1

2.25
%
3.00
%Greater than 2.5 to 1 but less than or equal to 3.0 to 1

2.50
%
3.00
%Greater than 3.0 to 1 but less than or equal to 3.5 to 1

2.75
%
3.00
%Greater than 3.5 to 1 but less than or equal to 4.5 to 1

3.00
%
3.00
%Greater than 4.5 to 1

3.25
%
3.25
%


"Asset Disposition" means any sale, lease, transfer or other disposition (or series of related sales, leases, transfers or dispositions)
of all or any part of an interest in shares of Capital Stock of a Subsidiary of the Borrower (other than directors' qualifying shares and similar arrangements required

3

---



by
Requirements of Law), property or other assets (each referred to for the purposes of this definition as a "disposition") by the Borrower or any of its Subsidiaries (other than in connection with a
Recovery Event);provided thata disposition permitted bySection 8.3(a)through 8.3(i)(other than a
Sale and Leaseback Transaction involving non-operating assets which occurs more than 120 days after the
acquisition of such assets) orSection 8.3(k)through8.3(n)shall not constitute an Asset
Disposition for purposes of this definition.

"Assigned Dollar Value" shall mean (i) in respect of any Borrowing denominated in Dollars, the amount thereof, (ii) in
respect of the undrawn amount of any Foreign Letter of Credit denominated in an
Alternative Currency, the Dollar Equivalent thereof based upon the applicable Exchange Rate as of (i) the date of issuance of such Letter of Credit, and (ii) thereafter as of the first
Business Day of each month, (iii) in respect of any Letter of Credit reimbursement obligations denominated in an Alternative Currency, the Dollar Equivalent thereof determined based upon the
applicable Exchange Rate as of the date such reimbursement obligation was incurred and (iv) in respect of a Borrowing denominated in Sterling, Euros or another Alternative Currency, the Dollar
Equivalent thereof based upon the applicable Exchange Rate as of the last Exchange Rate Determination Date;provided, however, in the case of Borrowings in
Sterling, Euros or another Alternative Currency, if, as of the end of any Interest Period in respect of such
Borrowing, the Dollar Equivalent thereof determined based upon the applicable Exchange Rate as of the date that is three Business Days before the end of such Interest Period would be at least 5% more,
or 5% less, than the "Assigned Dollar Value" thereof, then on and after the end of such Interest Period the "Assigned Dollar Value" of such Borrowing shall be adjusted to be the Dollar Equivalent
thereof determined based upon the Exchange Rate that gave rise to such adjustment (subject to further adjustment in accordance with this proviso thereafter), and the Administrative Agent shall give
the Borrower notice of such adjustment;provided,however, that failure to give such notice shall not
affect the Borrower's Obligations hereunder or result in any liability to the Administrative Agent. The Assigned Dollar Value of a Loan included in any Borrowing shall equal the pro rata portion of
the Assigned Dollar Value of such Borrowing represented by such Loan.

"Assignee" has the meaning assigned to that term inSection 12.8(c).

"Assignment and Assumption Agreement" means an Assignment and Assumption Agreement substantially in the form of Exhibit 12.8(c)annexed hereto and made a part
hereof by any applicable Lender, as assignor, and such Lender's assignee in accordance with Section 12.8.

"Attorney Costs" means all reasonable fees and disbursements of any law firm or other external counsel and the reasonable allocated cost
of internal legal services, including all reasonable disbursements of internal counsel.

"Attributable Debt" means as of the date of determination thereof with respect to an Operating Financing Lease, the net present value
(discounted according to GAAP at the cost of debt implied in the lease) of the obligations of the lessee for rental payments during the then remaining term of such Operating Financing Lease.

"Available Multicurrency Revolving Commitment" means, as to any Lender at any time an amount equal to the excess, if any, of
(i) such Lender's Multicurrency Revolving Commitment over (ii) the sum of (x) the aggregate Dollar Equivalent of the principal amount then outstanding of Multicurrency Revolving
Loans made by such Lender and (y) such Lender's Multicurrency Revolver Pro Rata Share of the Assigned Dollar Value of Multicurrency LC Obligations.

"Available Domestic Revolving Commitment" means, as to any Lender at any time an amount equal to the excess, if any, of (i) such
Lender's Domestic Revolving Commitment over (ii) the sum of (x) the aggregate principal amount then outstanding of Domestic Revolving Loans made by such Lender, (y) such Lender's
Domestic Revolver Pro Rata Share of the Assigned Dollar Value of Domestic LC

4

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Obligations
and the Assigned Dollar Value of Swing Line Loans then outstanding and (z) such Lender's Domestic Revolver Pro Rata Share of the Overdraft Reserve, if any, at such time.

"Available Unrestricted Subsidiary Investment Basket" means an amount equal to the Unrestricted Subsidiary Investment Basket less the sum
of the aggregate outstanding amount of Investments made in Permitted Unconsolidated Ventures or Unrestricted Subsidiaries pursuant to Section 8.7(l).

"Average Utilization" has the meaning assigned to that term inSection 3.2(a).

"Bankruptcy Code" means Title I of the Bankruptcy Reform Act of 1978, as amended, as set forth in Title 11 of the United States Code, as
hereafter amended.

"Base Rate" means the greater of (i) the rate most recently announced by DBTCA at its principal office as its "prime rate", which
is not necessarily the lowest rate made available by DBTCA or (ii) the Federal Funds Rate plus 1/2 of 1% per annum. The "prime rate" announced by DBTCA is evidenced by the
recording thereof after its announcement in such internal publication or publications as DBTCA may designate. Any change in the interest rate resulting from a change in such "prime rate" announced by
DBTCA shall become effective without prior notice to the Borrower as of 12:01 a.m. (New York City time) on the Business Day on which each change in such "prime rate" is announced by DBTCA.
DBTCA may make commercial or other loans to others at rates of interest at, above or below its "prime rate".

"Base Rate Loan" means any Loan which bears interest at a rate determined with reference to the Base Rate.

"Benefited Lender" has the meaning assigned to that term inSection 12.6(a).

"Board" means the Board of Governors of the Federal Reserve System.

"Borrower" has the meaning assigned to that term in the introduction to this Agreement.

"Borrowing" means a group of Loans of a single Type made by the Lenders or the Swing Line Lender, as appropriate, on a single date (or
resulting from a conversion on such date) and in the case of Eurocurrency Loans, as to which a single Interest Period is in effect,providedthat Base
Rate Loans or Eurocurrency Loans incurred pursuant toSection 3.7shall be considered part of any related Borrowing of Eurocurrency Loans.

"Business Day" means (i) as it relates to any payment, determination, funding or notice to be made or given in connection with any
Dollar-denominated Loan, or otherwise to be made or given to or from the Administrative Agent, a day other than a Saturday, Sunday or other day on which commercial banks in New York City are
authorized or required by law to close;provided,however, that when used in connection with a
Eurocurrency Loan, the term "Business Day" shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market; provided,further, that when used in connection with any Letter of Credit, the term "Business Day" shall
also exclude any day on which commercial banks in the city in which the Facing Agent for such Letter of Credit is domiciled are required by law to close; and (ii) as it relates to any payment,
determination, funding or notice to be made or given in connection with the Term B Euro Loan or non-Dollar denominated Multicurrency Revolving Loans, any day (x) on which dealings
in deposits in the relevant Alternative Currency are carried out in the London interbank market, and (y) on which commercial banks and foreign exchange markets are open for business in London,
New York City and the principal financial center for such Alternative Currency. For purposes of this Agreement (other than for purposes of determining the end of any applicable Interest Period and
other than for purposes of any Loan, Letter of Credit or action required to be taken outside of the United States), "Business Day" shall not include Pioneer Day as recognized in the State of Utah in
any year.

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"BVBA Intercompany Obligations" loans or advances made by Huntsman (Europe) BVBA to any Foreign Subsidiary and by any Foreign Subsidiary
to Huntsman (Europe) BVBA in each case from time to time in connection with the customary day to day cash management requirements of such Foreign Subsidiaries and Huntsman (Europe) BVBA's identity as
a Belgian coordination center in connection with such customary day to day cash management requirements.

"Capital Stock" means, with respect to any Person, any and all shares, interests, participations, rights in or other equivalents (however
designated) of such Person's capital stock, partnership interests, membership interests or other equivalent interests and any rights (other than debt securities convertible into or exchangeable for
capital stock), warrants or options exchangeable for or convertible into such capital stock or other interests.

"Capitalized Lease" means, at the time any determination thereof is to be made, any lease of property, real or personal, in respect of
which the present value of the minimum rental commitment is capitalized on the balance sheet of the lessee in accordance with GAAP.

"Capitalized Lease Obligation" means, at the time any determination thereof is to be made, the amount of the liability in respect of a
Capitalized Lease which would at such time be required to be capitalized on the balance sheet of the lessee in accordance with GAAP.

"Cash" means money, currency or the available credit balance in a Deposit Account.

"Cash Equivalents" means any Investment in (i) a marketable obligation, maturing within two years after issuance thereof, issued by
the United States of America or any instrumentality or agency thereof, (ii) a certificate of deposit or banker's acceptance, maturing within one year after issuance thereof, issued by any
Lender, or a national or state bank or trust company or a European, Canadian or Japanese bank, in each case having capital, surplus and undivided profits of at least $100 million and whose
long-term unsecured debt has a rating of "A" or better by S&P or "A2" or better by Moody's or the equivalent rating by any other nationally recognized rating agency (provided that the
aggregate face amount of all Investments in certificates of deposit or bankers' acceptances issued by the principal offices of or branches of European or Japanese banks located outside the United
States shall not at any time exceed 331/3% of all Investments described in this definition), (iii) open market commercial paper, maturing within 270 days after issuance
thereof, which has a rating of "A1" or better by S&P or "P1" or better by Moody's, or the equivalent rating by any other nationally recognized rating agency, (iv) repurchase agreements and
reverse repurchase agreements with a term not in excess of one year with any financial institution which has been elected a primary government securities dealer by the Federal Reserve Board or whose
securities are rated "AA-" or better by S&P or "Aa3" or better by Moody's or the equivalent rating by any other nationally recognized rating agency relating to marketable direct
obligations issued or unconditionally guaranteed by the United States of America or any agency or instrumentality thereof and backed by the full faith and credit of the United States of America,
(v) "Money Market" preferred stock maturing within six months after issuance thereof or municipal bonds issued by a corporation organized under the laws of any state of the United States, which
has a rating of "A" or better by S&P or Moody's or the equivalent rating by any other nationally recognized rating agency, (vi) tax exempt floating rate option tender bonds backed by letters of
credit issued by a national or state bank whose long-term unsecured debt has a rating of "AA" or better by S&P or "Aa2" or better by Moody's or the equivalent rating by any other
nationally recognized rating agency, and (vii) shares of any money market mutual fund rated at least AAA or the equivalent thereof by S&P or at least Aaa or the equivalent thereof by Moody's or
any other mutual fund holding assets consisting (except forde minimisamounts) of the type specified in clauses of (i) through
(vi) above.

"Change of Control" means (i) prior to an Initial Public Offering, Mr. Jon M. Huntsman, his spouse, direct descendants, an
entity controlled by any of the foregoing and/or by a trust of the type described hereafter, and/or a trust for the benefit of any of the foregoing (the "Huntsman
Group") shall cease to have the power, directly or indirectly, to vote or direct the voting of securities having at

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least
a majority of the ordinary voting power for the election of the directors of the Borrower or Huntsman LLC; and (ii) after an Initial Public Offering, the occurrence of one or more of the
following events: (x) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more members of the Huntsman Group or MatlinPatterson
Global Opportunities Partners L.P., or any Affiliate thereof, is or becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except
that a person shall be deemed to have "beneficial ownership" of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of
time), directly or indirectly, of 35% or more of the then outstanding Voting Securities of Huntsman LLC or any Parent Company; (y) the replacement of a majority of the Board of Managers of
Huntsman LLC or the Board of Directors of any Parent Company over a two-year period from the managers or directors who constituted the Board of Managers of Huntsman LLC or the Board of
Directors of any Parent Company, as the case may be, at the beginning of such period, and such replacement shall not (A) have been approved by a vote of at least a majority of the Board of
Managers of Huntsman LLC or the Board of Directors of any Parent Company, as the case may be, then still in office who either were members of such Board of Directors or Board of Managers at the
beginning of such period or whose election as a member of such Board of Directors or Board of Managers was previously so approved or (B) have been elected or nominated for election by one or
more members of the Huntsman Group or (z) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), is or becomes the "beneficial owner" (as defined in
Rules 13d-3 and 13d-5 under the Exchange Act), except that a person shall be deemed to have "beneficial ownership" of all securities that such Person has the right to
acquire, whether such right is exercisable immediately or only after the passing of time), directly or indirectly, of a greater percentage of the then outstanding Voting Securities of Holdings than
that percentage held, collectively, by one or more members of the Huntsman Group. Change of Control shall also mean any "Change of Control" as defined in the Senior Subordinated Note Documents or
Senior Note Documents.

"Code" means the Internal Revenue Code of 1986, as from time to time amended, including the regulations proposed or promulgated
thereunder, or any successor statute and the regulations proposed or promulgated thereunder.

"Collateral" means all "Collateral" as defined in each of the Security Documents and all other assets of each Credit Party pledged
pursuant to any Security Document.

"Collateral Security Agreement" has the meaning assigned to that term in Section 5.1(b).

"Collateral Agent" means Deutsche Bank Trust Company Americas in its capacity as Collateral Agent under the Collateral Security Agreement
or any successor Collateral Agent.

"Commercial Letter of Credit" means any letter of credit or similar instrument issued for the account of the Borrower pursuant to this
Agreement for the purpose of supporting trade obligations of the Borrower or any of its Subsidiaries in the ordinary course of business.

"Commitment" means, with respect to each Lender, the aggregate of the Domestic Revolving Commitment, the Multicurrency Revolving
Commitment, Additional Term B Dollar Commitment, the Term B Dollar Commitment and the Term B Euro Commitment of such Lender and "Commitments" means such
commitments of all of the Lenders collectively.

"Commitment Fee" has the meaning assigned to that term inSection 3.2.

"Commitment Period" means, the period from and including the date hereof to but not including the Revolver Termination Date or, in the
case of the Swing Line Commitment, five (5) Business Days prior to the Revolver Termination Date.

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"Consolidated Capital Expenditures" shall mean, for the Borrower and its Subsidiaries, for any period, the aggregate of all expenditures
(whether paid in cash or accrued as liabilities and including in all events all Capitalized Lease Obligations) by the Borrower and its Subsidiaries during that period that, in conformity with GAAP,
are or are required to be included in the property, plant or equipment reflected in the consolidated balance sheet of the Borrower, and Investments in LPC and Rubicon pursuant to Section 8.7(o);provided,however,
notwithstanding anything else herein to the contrary, any expenditures by the Borrower or any of its Subsidiaries that constitute Investments under the Unrestricted Subsidiary Investment Basket shall
be deemed to be Consolidated Capital Expenditures. Notwithstanding the foregoing, the Borrower may exclude, upon written notice to the Administrative Agent, Investments made under the Unrestricted
Subsidiary Investment Basket up to an aggregate amount equal to $35,000,000 from Consolidated Capital Expenditures.

"Consolidated Cash Interest Expense" means, for any period, (i) Consolidated Interest Expense, but excluding, however, interest
expense not payable in cash, amortization of discount and deferred financing costs, plus or minus, as the case may be (ii) net amounts paid or received under Interest Rate Agreements (with cap
payments amortized over the life of the cap) andminusinterest income received in Cash or Cash Equivalents in respect of Investments permitted
hereunder.

"Consolidated Debt" means, at any time, without duplication, the sum of (i) all Indebtedness of the Borrower and its Subsidiaries
determined on a consolidated basis in accordance with GAAP and other Indebtedness under Operating Financing Leases incurred pursuant to Section 8.2(d), less cash, Cash Equivalents and Foreign Cash
Equivalents freely available and not subject to any Lien (other than a Lien in favor
of the Administrative Agent and/or the Collateral Agent) or transfer restriction and (ii) Indebtedness of Borrower and its Subsidiaries of the type referred to in clause (x) of the
definition of such term.

"Consolidated EBITDA" means, for any applicable period, the Consolidated Net Income or Consolidated Net Loss of the Borrower and its
Subsidiaries for such period, plus, to the extent deducted in determining the foregoing without duplication (i) Consolidated Interest Expense for such period, (ii) the provision for
taxes based on income and foreign withholding taxes for such period (including, without limitation, Tax Distributions), (iii) depreciation and amortization expense in accordance with GAAP, for
such period, (iv) Permitted Restructuring Charges and (v) for any period which includes the Fiscal Quarters ending June 30, 2004, September 30, 2004 and/or
December 31, 2004 amortization of deferred financing costs related to the financings incurred in connection with the Original Credit Agreement which the Borrower or any Subsidiary of the
Borrower is required by GAAP to recognize during Fiscal Year 2004 due to the Borrower entering into this Agreement. For purposes of computing Consolidated EBITDA, all components of Consolidated EBITDA
for any such applicable period shall be computed without giving effect to any extraordinary gains or losses (in accordance with GAAP) for such period or gains or losses from the disposition of assets
other than in the ordinary course of business and shall include or exclude, as the case may be, without duplication, on a Pro Forma Basis as determined in good faith by the Borrower and certified to
by a Responsible Officer of the Borrower to the Administrative Agent, such components attributable to any business or assets that have been acquired or disposed of during such period.

"Consolidated Interest Expense" means, for any period, the sum of (x) total interest expense (including that attributable to
Capitalized Leases in accordance with GAAP) of the Borrower and its Subsidiaries on a consolidated basis with respect to all outstanding Indebtedness of the Borrower and its Subsidiaries, including,
without limitation, all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers' acceptance financing, all as determined on a consolidated basis for the
Borrower and its Subsidiaries in accordance with GAAP and (y) without duplication, any discount in respect of a sale of Receivables Facility Assets pursuant to a Permitted Accounts Receivable
Securitization regardless of whether such discount would constitute interest expense as determined in accordance with GAAP. As used in this definition, the term "interest" shall

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include,
without limitation, any discount in respect of sales of accounts receivable and/or related contract rights during such period, all as determined in accordance with GAAP and the term
"discount" shall include any amounts which would be interest under GAAP if the Permitted Accounts Receivable Securitization were a debt financing and any net payments made or received by the Borrower
and its Subsidiaries with respect to Other Hedging Agreements entered into by the Borrower or any of its Subsidiaries to protect against fluctuations in currency values in connection with the
Permitted Accounts Receivable Securitization.

"Consolidated Net Income" and "Consolidated Net Loss" mean, respectively, with respect to
any period, the aggregate of the net income (loss) of the Person in question for such period, determined in accordance with GAAP on a consolidated basis, provided that (i) there shall be
excluded the income (or loss) of a Person that is not a consolidated Subsidiary, except to the extent of the amount of dividends or other distributions actually paid to the Borrower or any of its
Wholly-Owned Subsidiaries by such Person during such period, (ii) the net income (loss) of any Person acquired in a pooling of interests transaction for any period prior to the date of such
acquisition shall be excluded and (iii) to the extent not otherwise included in net income of such Person, the amount of any cash distribution in excess of net income of LPC received from LPC
derived from operating cash flow of LPC (without giving effect to gains on asset dispositions, extraordinary items or liquidation) shall be added to net income.

"Consolidated Total Assets" means, with respect to any Person, the book value, determined on a consolidated basis in accordance with GAAP,
of all assets of such Persons and its Subsidiaries.

"Contaminant" means any material with respect to which any Environmental Law imposes a duty, obligation or standard of conduct, including
without limitation any pollutant contaminant (as those terms are defined in 42 U.S.C. §9601(33)), toxic pollutant (as that term is defined in 33 U.S.C. §1362(13)), hazardous
substance (as that term is defined in 42 U.S.C. §9601(14)), hazardous chemical (as that term is defined by 29 CFR §1910.1200(c)), hazardous waste (as that term is defined in 42
U.S.C. §6903(5)), or any state or local equivalent of such laws and regulations, including, without limitation, radioactive material, special waste, polychlorinated biphenyls, asbestos,
petroleum, including crude oil or any petroleum-derived substance, (or any fraction thereof), waste, or breakdown or decomposition product thereof, or any constituent of any such substance or waste,
including but not limited to polychlorinated biphenyls and asbestos.

"Contractual Obligation" means, as to any Person, any provision of any Securities issued by such Person or of any indenture or credit
agreement or any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound or to which such property may be subject.

"Contribution Agreement" means the Contribution Agreement, dated April 15, 1999, and as amended and restated as of June 4,
1999, among Imperial Chemical Industries PLC, Holdings, the Borrower and HSCC, as the same may be amended, supplemented or otherwise modified from time in accordance with the terms hereof and thereof.

"Credit Exposure" has the meaning assigned to that term inSection 12.8(b).

"Credit Event" means the making of any Loan or the issuance of any Letter of Credit.

"Credit Party" means the Borrower, Holdings and any guarantor which may hereafter enter into a Guaranty with respect to the Obligations.

"Customary Permitted Liens" means:



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10

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"DBTCA" means Deutsche Bank Trust Company Americas and its successors.

"Default Rate" means a variable rate per annum which shall be two percent (2%) per annum pluseither (i) the then applicable interest rate hereunder in respect of
the amount on which the Default Rate is being assessed or
(ii) if there is no such applicable interest rate, the Base Rate plus the Applicable Base Rate Margin, but in no event in excess of that permitted by applicable law.

"Defaulting Lender" means any Lender with respect to which a Lender Default is in effect.

"Deposit Account" means a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like
organization, other than an account evidenced by a negotiable certificate of deposit.

"Documents" means the Loan Documents and the Transaction Documents.

"Dollar" and "$" means the lawful currency of the United States of America.

"Dollar Equivalent" means, at any time, (i) as to any amount denominated in Dollars, the amount thereof at such time, and
(ii) as to any amount denominated in any Alternative Currency, the equivalent amount in Dollars as determined by the Administrative Agent at such time on the basis of the Spot Rate.

"Domestic Collateral Account" has the meaning assigned to that term in Section 4.4(a).

"Domestic LC Obligations" means, at any time, an amount equal to the sum of (a) the sum of the aggregate Stated Amount of the then
outstanding Domestic Letters of Credit plus the aggregate Stated Amount of the then outstanding Domestic Supported Foreign LCs and (b) the sum of the Assigned Dollar Value of the aggregate
amount of drawings under Domestic Letters of Credit plus the Assigned Dollar Value of the aggregate amount of drawings under Domestic Supported Foreign LCs, in each case, which have not then been
reimbursed pursuant toSection 2.10(c). The Domestic LC Obligations of
any Domestic Revolving Lender at any time shall mean its Domestic Revolver Pro Rata Share of the aggregate Domestic LC Obligations outstanding at such time.

"Domestic Letter of Credit" means any Letter of Credit issued pursuant to Section 2.10(a)(i).

"Domestic Revolver Pro Rata Share" means, when used with reference to any Domestic Revolving Lender and any described aggregate or total
amount, an amount equal to the result obtained by multiplying such described aggregate or total amount by a fraction the numerator of which shall be such Domestic Revolving Lender's Domestic Revolving
Commitment or, if the Revolver Termination Date has occurred, such Domestic Revolving Lender's then outstanding Domestic Revolving Loans and the denominator of which shall be the Domestic Revolving
Commitments or, if the Revolver Termination Date has occurred, all then outstanding Domestic Revolving Loans.

"Domestic Revolving Commitment" means, with respect to any Domestic Revolving Lender, the obligation of such Domestic Revolving Lender to
make Domestic Revolving Loans and to participate in Domestic Letters of Credit, Domestic Supported Foreign LCs and Swing Line Loans, as such commitment may be adjusted from time to time pursuant to
this Agreement, which commitment as of the date hereof is the amount set forth opposite such lender's name onSchedule 1.1(a)hereto under the
caption "Amount of Domestic Revolving Commitment" as the same may be adjusted from time to time pursuant to the terms hereof and "Domestic Revolving
Commitments" means such commitments collectively, which commitments equal $325,000,000 in the aggregate as of the date hereof.

"Domestic Revolving Facility" means the credit facility under this Agreement evidenced by the Domestic Revolving Commitments and the
Domestic Revolving Loans.

"Domestic Revolving Lender" means any Lender which has a Domestic Revolving Commitment or is owed a Domestic Revolving Loan (or a portion
thereof).

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"Domestic Revolving Loan" and "Domestic Revolving Loans" have the meanings given in Section 2.1(b)(i).

"Domestic Supported Foreign LC" has the meaning assigned to that term in Section 2.10(j).

"Domestic Subsidiary" means any Subsidiary other than a Foreign Subsidiary not a party to the Subsidiary Guaranty or a guaranty delivered
pursuant toSection 7.14(c).

"Dutch Mixer" means Huntsman Investments (Netherlands) B.V., a direct Wholly-Owned Subsidiary of UK Holdco 2 organized under the laws of
the Netherlands.

"Eligible Assignee" means a commercial bank, investment company, financial institution, financial company, Fund (whether a corporation,
partnership, trust or other entity) or insurance company in each case, together with its Affiliates or funds with the same investment advisor or that have an Affiliate of such investment advisor as
their investment advisor, which extends credit or buys loans in the ordinary course or any other Person approved by the Administrative Agent and the Borrower, such approval not to be unreasonably
withheld.

"Environmental Claim" means any notice of violation, claim, suit, demand, abatement order, or other order or direction (conditional or
otherwise) by any Governmental Authority or any Person for any damage, personal injury (including sickness, disease or death), tangible or intangible property damage, contribution, cost recovery, or
any other common law claims, indemnity, indirect or consequential damages, damage to the environment, nuisance, cost recovery, or any other common law claims, pollution, contamination or other adverse
effects on the environment, human health, or natural resources, or for fines, penalties, restrictions or injunctive relief, resulting from or based upon (i) the occurrence or existence of a
Release or substantial threat of a material Release (whether sudden or non-sudden or accidental or non-accidental) of, or exposure to, any Contaminant in, into or onto the
environment at, in, by, from or related to any real estate owned, leased or operated at any time by the Borrower or any of its Subsidiaries (the "Premises"), (ii) the use, handling, generation,
transportation, storage, treatment or disposal of Contaminants in connection with the operation of any Premises, or (iii) the violation, or alleged violation, of any Environmental Laws relating
to environmental matters connected with the Borrower's operations or any Premises.

"Environmental Laws" means any and all applicable foreign, federal, state or local laws, statutes, ordinances, codes, rules, regulations,
orders, decrees, judgments, directives, or Environmental Permits and cleanup or action standards, levels or objectives imposing liability or standards of conduct for or relating to the protection of
health, safety or the environment, including, but not limited to, the following statutes as now written and hereafter amended: the Water Pollution Control Act, as codified in 33 U.S.C.
§1251et seq., the Clean Air Act, as codified in 42 U.S.C. §7401et seq., the
Toxic Substances Control Act, as codified in 15 U.S.C. §2601et seq., the Solid Waste Disposal Act, as codified in 42 U.S.C.
§6901et seq., the Comprehensive Environmental Response, Compensation and Liability Act, as codified in 42 U.S.C. §9601 et seq., the Emergency
Planning and Community Right-to-Know Act of 1986, as codified in 42 U.S.C. §11001 et seq., and the Safe Drinking Water Act, as codified in 42 U.S.C. §300fet
seq., and any
related regulations, as well as all state and local equivalents.

"Environmental Lien" means a Lien in favor of any Governmental Authority for (i) any liability under Environmental Laws, or
licenses, authorizations, or directions of any Government Authority or court,
or (ii) damages relating to, or costs incurred by such Governmental Authority in response to, a Release or threatened Release of a Contaminant into the environment.

"Environmental Permits" means any and all permits, licenses, certificates, authorizations or approvals of any Governmental Authority
required by Environmental Laws or necessary or reasonably required for the current and anticipated future operation of the business of the Borrower or any Subsidiary of the Borrower.

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"ERISA" means the Employee Retirement Income Security Act of 1974, as from time to time amended.

"ERISA Affiliate" means, with respect to any Person, any trade or business (whether or not incorporated) which, together with such Person,
is under common control as described in Section 414(c) of the Code, is a member of a "controlled group", as defined in Section 414(b) of the Code, or is a member of an "affiliated
service group", as defined in Section 414(m) of the Code which includes such Person. Unless otherwise qualified, all references to an "ERISA Affiliate" in this Agreement shall refer to an ERISA
Affiliate of the Borrower or any Subsidiary.

"Euro" means the lawful currency adopted by or which is adopted by participating member states of the European Community relating to
Economic and Monetary Union.

"Eurocurrency Loan" means any Loan bearing interest at a rate determined by reference to the Eurocurrency Rate.

"Eurocurrency Rate" means (i) in the case of Dollar-denominated Loans, the arithmetic average (rounded upwards, if necessary, to
the nearest 1/16 of 1%) of the offered quotation, if any, to first class banks in the New York interbank market by the Administrative Agent for non-U.S. deposits in Dollars of amounts in
immediately available funds comparable to the principal amount of the applicable Eurocurrency Loan of the Administrative Agent for which the Eurocurrency Rate is being determined with maturities
comparable to the Interest Period for which such Eurocurrency Rate will apply as of approximately 10:00 a.m. (New York City time) on the applicable Interest Rate Determination Date and
(ii) in the case of Euro and Sterling denominated Loans, the arithmetic average (rounded upwards, if necessary, to the nearest 1/16 of 1%) of the offered quotation, if any, to first class banks
in the London interbank market by the Administrative Agent for non-U.S. deposits in Euro or Sterling, as the case may be, of amounts in immediately available funds comparable to the
principal amount of the applicable Eurocurrency Loan of the Administrative Agent for which the Eurocurrency Rate is being determined with maturities comparable
to the Interest Period for which such Eurocurrency Rate will apply as of approximately 11:00 A.M. (London time) on the applicable Interest Rate Determination Date. In the case of Eurocurrency
Loans and Swing Line Loans maintained at the Quoted Rate, the cost of the Lenders of complying with any Mandatory Costs will be added to the interest rate computed in the manner set forth in Schedule 1(b).

"Eurocurrency Reserve Requirements" means, for any day as applied to a Eurocurrency Loan, the aggregate (without duplication) of the
maximum rates (expressed as a decimal fraction) of reserve liquid asset or similar requirements in effect on such day (including, without limitation, basic, supplemental, marginal and emergency
reserves under any regulations of the Board or other Governmental Authority having jurisdiction with respect thereto), including without limitation, under regulations issued from time to time by
(a) the Board, (b) any Governmental Authority of the jurisdiction of the relevant currency or (c) any Governmental Authority of any jurisdiction in which advances in such currency
are made to which banks in any jurisdiction are subject for any category of deposits or liabilities customarily used to fund loans in such currency or by reference to which interest rates applicable
to loans in such currency are determined, including the cost to the Lenders of complying with mandatory liquid asset and special deposit requirements, if any, of the Bank of England and/or the
Financial Services Authority or the European Central Bank or any successor body exercising their functions in this respect.

"Event of Default" has the meaning assigned to that term inSection 10.1.

"Excess Cash Flow" means, for any Fiscal Year (commencing with the Fiscal Year ending December 31, 2004), an amount not less than
zero calculated as of the close of business on November 30 of each year, equal to (i) the sum of (x) the average daily aggregate Total Available Domestic Revolving Commitment and
Total Available Multicurrency Revolving Commitment during the

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period
of October 1 through and including November 30 of such yearplus(y) the amount, if any, by which the actual average
Receivables Facility Attributed Indebtedness outstanding during the period of October 1 through and including November 30 of such year is less than the average available capacity for
Receivables Facility Attributed Indebtedness (which capacity, for purposes of this calculation, shall never exceed $325,000,000) to be outstanding during the same period plus(z) the average daily
balance of cash, Cash Equivalents and the Dollar Equivalent as of November 30 of Foreign Cash Equivalents, held
during the period October 1 through and including November 30 of such year,less(ii) the sum of (w) the aggregate amount of
Net Sale Proceeds from Asset Dispositions during such Fiscal Year to the extent not reinvested prior to November 30 of such Fiscal Year,plus(x) the aggregate amount of cash proceeds from Recovery Events received by the Borrower or any of its Subsidiaries during such Fiscal Year to the extent not reinvested prior to
November 30 of such Fiscal Year,plus(y) $450,000,000plus(z) for purposes of
calculating Excess Cash Flow in Fiscal Years 2004 and 2005, the LDPE Capital Expenditure Reserve.

"Exchange Act" means the Securities Exchange Act of 1934, as amended and as codified in 15 U.S.C. §78a et seq.and as hereafter amended.

"Exchange Rate" shall mean, on any day, (i) with respect to any Alternative Currency, the Spot Rate at which Dollars are offered on
such day by the Administrative Agent in London or New York (as selected by the Administrative Agent) for such Alternative Currency at approximately 11:00 A.M. (London time or New York time, as
applicable), and (ii) with respect to Dollars in relation to any specified Alternative Currency, the Spot Rate at which such specified Alternative Currency is offered on such day by the
Administrative Agent in London or New York for Dollars at approximately 11:00 A.M. (London time or New York time, as applicable). The Administrative Agent shall provided the Borrower with the
then current Exchange Rate from time to time upon the Borrower's request therefor.

"Exchange Rate Determination Date" means (i) for purposes of the determination of the Exchange Rate of any stated amount on any
Business Day in relation to any Borrowing of Multicurrency Revolving Loans or Swing Line Loans in an Alternative Currency, the date which is three Business Days prior to such Borrowing,
(ii) for purposes of the determination of the Exchange Rate of any Stated Amount in relation to any issuance of any Letter of Credit, on the date of such issuance and (iii) for the
purpose of determining the Exchange Rate to make determinations pursuant toSection 4.4(a),the last Business Day of each calendar month.

"Existing Additional Term B Loan" means an "Additional Term B Loan" as defined in the Original Credit Agreement.

"Existing Additional Term C Loan" means an "Additional Term C Loan" as defined in the Original Credit Agreement.

"Existing Domestic Revolving Commitment" means any "Domestic Revolving Commitment" as defined in the Original Credit Agreement.

"Existing Domestic Revolving Lender" means any Lender party to this Agreement on the Amendment and Restatement Effective Date party to the
Original Credit Agreement as a Domestic Revolving Lender immediately prior to giving effect to this Agreement.

"Existing Multicurrency Revolving Commitment" means any "Multicurrency Revolving Commitment" as defined in the Original Credit Agreement.

"Existing Multicurrency Revolving Lender" means any Lender party to this Agreement on the Amendment and Restatement Effective Date party
to the Original Credit Agreement as a Multicurrency Revolving Lender immediately prior to giving effect to this Agreement.

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"Existing Term B Lender" means each Lender with an Existing Term B Loan and/or Existing Additional Term B Loan as listed on
Schedule 1.1 hereto or in the Master Assignment Agreement.

"Existing Term B Loan" means a "Term B Loan" as defined in the Original Credit Agreement.

"Existing Term C Lender" means each Lender with an Existing Term C Loan and/or Existing Additional Term C Loan as listed on
Schedule 1.1 hereto or in the Master Assignment Agreement.

"Existing Term C Loan" means a "Term C Loan" as defined in the Original Credit Agreement.

"Existing Term Loans" means with respect to any Term Lender (as such term is defined under the Original Credit Agreement), the aggregate
principal amount of such Lender's Existing Term B Loans, Existing Additional Term B Loans, Existing Term C Loans and Existing Additional Term C Loans outstanding immediately prior to the Amendment and
Restatement Effective Date (including any such loans assigned to such Term Lender pursuant to the Master Assignment Agreement).

"Facility" means any of the credit facilities established under this Agreement,i.e., the
Term B Dollar Facility, the Term B Euro Facility, the Domestic Revolving Facility or the Multicurrency Revolving Facility.

"Facing Agent" means each of DBTCA and any other Lender agreed to by such Lender, the Borrower and the Administrative Agent.

"Federal Funds Rate" means on any one day, the rate per annum equal to the weighted average (rounded upwards, if necessary, to the nearest
1/100th of 1%) of the rate on overnight federal funds transactions with members of the Federal Reserve System only arranged by federal funds brokers, as published as of such day by the Federal Reserve
Bank of New York, or, if such rate is not so published, the average of the quotations for such day on such transactions received by DBTCA from three federal funds brokers of recognized standing
selected by DBTCA.

"Final Term B Dollar Allocation" means for any Existing Term B Lender and/or Existing Term C Lender, the amount of such Lender's Term B
Dollar Loans under this Agreement on the Amendment and Restatement Effective Date which shall be the amount specified on Schedule 1.1 hereto or as specified to such Lender in a written
confirmation delivered by the Administrative Agent on or prior to the Amendment and Restatement Effective Date but in no event in excess of the maximum amount which such Lender committed to purchase
in its executed commitment letter addressed to Deutsche Bank Securities, Inc. with respect to this Agreement.

"Fiscal Quarter" has the meaning assigned to that term inSection 7.12.

"Fiscal Year" has the meaning assigned to that term inSection 7.12.

"Foreign Cash Equivalents" means (i) debt securities with a maturity of 365 days or less issued by any member nation of the
European Union, Switzerland or any other country whose debt securities are rated by S&P and Moody's A-1 or P-1, or the equivalent thereof (if a short-term debt
rating is provided by either) or at least AA or Aa2, or the equivalent thereof (if a long-term unsecured debt rating is provided by either)(each such jurisdiction, an "Approved Jurisdiction"), or any
agency or instrumentality of an Approved Jurisdiction, provided that the full faith and credit of the Approved
Jurisdiction is pledged in support of such debt securities or such debt securities constitute a general obligation of the Approved Jurisdiction and (ii) debt securities in an aggregate
principal amount not to exceed the Dollar Equivalent of $20,000,000 with a maturity of 365 days or less issued by any nation in which the Borrower or its Subsidiaries has cash which is the
subject of restrictions on export or any agency or instrumentality of such nation, provided that the full faith and credit of such nation is pledged in support of such debt securities or such debt
securities constitute a general obligation of such nation.

"Foreign Factoring Transactions" means transactions (other than pursuant to any Permitted Accounts Receivable Securitization) for the sale
or discounting of the accounts receivable of a Foreign

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Subsidiary
not party to any Foreign Intercompany Loan Document and/or of letters of credit the beneficiary of which is a Foreign Subsidiary not party to any Foreign Intercompany Loan Document.

"Foreign Intercompany Loan Documents" means the Foreign Intercompany Notes and the Foreign Intercompany Loan Security Documents.

"Foreign Intercompany Loan Security Documents" means each security agreement, mortgage, agreement, assignment, security agreement,
instrument, document, guarantee, pledge agreement, collateral assignment, subordination agreement and other collateral documents in the nature of any of the foregoing, each in form and substance
reasonably satisfactory to the Administrative Agent, entered into by a Foreign Subsidiary of the Borrower in favor of UK Holdco 1.

"Foreign Intercompany Note" means any of (i) any demand promissory note (or a promissory note payable on a date reasonably
satisfactory to the Administrative Agent) issued by a Foreign Subsidiary directly to UK Holdco 1 substantially in the form ofExhibit 1.1(b)or
such other form or payee that is satisfactory to the Administrative Agent; (ii) the BVBA Intercompany Obligations; and (iii) any intercompany loan evidenced by a promissory note (in
substantially the same form as the existing pledged intercompany notes of Huntsman Finco or in such other form as may be reasonably satisfactory to the Administrative Agent) made by Huntsman Finco
directly to Huntsman (Europe) BVBA or to any other Foreign Subsidiary approved in advance by the Administrative Agent, which promissory note shall be pledged as Collateral to the Administrative Agent.

"Foreign Pension Plan" means any plan, fund (including, without limitation, any super-annuation fund) or other similar program established
or maintained outside of the United States of America by Holdings or one or more of its Subsidiaries or its Affiliates primarily for the benefit of employees of Holdings or such Subsidiaries or its
Affiliates residing outside the United States of America, which plan, fund, or similar program provides or results in, retirement income, a deferral of income in contemplation of retirement or
payments to be made upon termination of employment, and which is not subject to ERISA or the Code.

"Foreign Subsidiary" means any Subsidiary that is organized under the laws of a jurisdiction other than the United States of America or
any state thereof or the District of Columbia and that is not a Subsidiary Guarantor.

"Fund" means a Person that is a fund that invests in senior loans.

"GAAP" means generally accepted accounting principles in the U.S. as in effect from time to time.

"Governmental Authority" means any nation or government, any state or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of government.

"Guarantee Obligations" means, as to any Person, without duplication, any direct or indirect obligation of such Person guaranteeing or
intended to guarantee any Indebtedness, Capitalized Lease or Operating Financing Lease, dividend or other obligation ("primary obligations") of any other Person (the "primary obligor") in any manner,
whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent: (i) to purchase any such primary obligation or any property constituting
direct or indirect security therefor; (ii) to advance or supply funds (x) for the purchase or payment of any such primary obligation, or (y) to maintain working capital or equity
capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; (iii) to purchase property, securities or services primarily for the purpose of
assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation; or (iv) otherwise to assure or hold harmless the owner of
such primary obligation against loss in respect thereof;provided,however, that the term Guarantee
Obligations shall not include any endorsements of instruments for deposit or collection in the ordinary course of business. The amount

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of
any Guarantee Obligation at any time shall be deemed to be an amount equal to the lesser at such time of (x) the stated or determinable amount of the primary obligation in respect of which
such Guarantee Obligation is made or (y) the maximum amount for which such Person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation; or, if not stated or
determinable, the maximum reasonably anticipated liability (assuming full performance) in respect thereof.

"Guaranteed Creditors" means and includes (i) the Administrative Agent and the Lenders and (ii) each Person (other than any
Credit Party) which is a party to an Interest Rate Agreement or Other Hedging Agreement or an Overdraft Facility, in each case to the extent such Person constitutes a Secured Party.

"Guaranteed Obligations" means (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or
otherwise) of the principal and interest (whether such interest is allowed as a claim in a bankruptcy proceeding with respect to the Borrower or otherwise) on each Note issued by the Borrower to each
Lender, and Loans made under this Agreement and all reimbursement obligations and Unpaid Drawings with respect to Letters of Credit, together with all other obligations (including obligations which,
but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of the Borrower
to such Lender now existing or hereafter incurred under, arising out of or in connection with this Agreement or any other Loan Documents and the due performance and compliance with all terms,
conditions and agreements contained in the Loan Documents by the Borrower and (ii) the full and prompt payment when due (whether 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) of the Borrower (or, if permitted by Section 8.2, its Subsidiaries)owing under any
Interest Rate Agreement or Other Hedging Agreement or any Overdraft Facility entered into by the
Borrower or any of its Subsidiaries with any Lender or any Affiliate thereof (even if such Lender subsequently ceases to be a Lender under this Agreement for any reason) so long as such Lender or
Affiliate participates in such Interest Rate Agreement or Other Hedging Agreement or Overdraft Facility, as the case may be, and their subsequent assigns, if any, whether or not in existence or
hereafter arising, and the due performance and compliance with all terms, conditions and agreements contained therein.

"Guaranty" means, collectively, (i) the Subsidiary Guaranty, (ii) the guaranty of Holdings contained in Article XIIIand (iii) each guaranty
delivered by a Foreign Subsidiary pursuant to Section 7.14, in each case as the same may be amended, supplemented or otherwise modified from time to time.

"Holdings" has the meaning assigned to that term in the introduction to this Agreement.

"Holdings Zero Coupon Note Documents" means, collectively, the indenture and/or promissory note under which the Holdings Zero Coupon Notes
are issued and all other documents evidencing or otherwise governing the terms of the Holdings Zero Coupon Notes.

"Holdings Zero Coupon Notes" means, collectively, the Senior Discount Notes due 2009 and the Subordinated Discount Notes due 2009 to be
issued by Holdings pursuant to the Holdings Coupon Zero Note Documents and any notes into which any such Holdings Zero Coupon Notes may be exchanged or replaced pursuant to the terms of the indenture
pursuant to which such Holdings Zero Coupon Notes and any Permitted Refinancing Indebtedness with respect to the foregoing.

"HSCC" means Huntsman Specialty Chemicals Corporation, a Utah corporation.

"Huntsman Agreements" means, collectively, (i) each agreement listed on Exhibit 1.1(c)and (ii) each other agreement entered into between Holdings and/or
the Borrower and any of their respective Subsidiaries on
the one hand and any Huntsman Affiliate on the other hand and contemplated by Schedule 5 of the Contribution Agreement so long as (x) the costs associated with

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such
agreement have been reflected in the Projections, (y) such agreements are consistent with the past practices of each such Person and (z) such agreements are not material to the
business of the Borrower.

"Huntsman Affiliate" means Huntsman LLC or any of its Affiliates (other than Holdings and its Subsidiaries).

"Huntsman LLC" means Huntsman LLC, a Utah limited liability company.

"Huntsman Finco" means Huntsman International Financial LLC, a direct Wholly-Owned Subsidiary of the Borrower that is a limited liability
company formed under the laws of Delaware.

"Huntsman Holland" means Huntsman Holland BV, a company organized under the laws of The Netherlands.

"Indebtedness" means, as applied to any Person (without duplication):



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provided,however, notwithstanding the foregoing, "Indebtedness" shall not include deferred taxes or
indebtedness of Borrower and/or its Subsidiaries (which indebtedness may not be secured except as permitted bySection 8.1(k)) incurred to
finance insurance premiums in a principal amount not in excess of the casualty and other insurance premiums to be paid by Borrower and/or its Subsidiaries for a three year period beginning on the date
of any incurrence of such indebtedness.

"Indebtedness to Remain Outstanding" shall have the meaning assigned to that term in Section 6.5(d).

"Indemnified Party" has the meaning assigned to that term inSection 12.4(a).

"Initial Borrowing" means the first Borrowing by the Borrower under this Agreement.

"Initial Loan" means the first Loan made by the Lenders under this Agreement.

"Initial Public Offering" means an initial public offering of Huntsman LLC or Holdings.

"Intellectual Property"has the meaning assigned to that term inSection 6.19.

"Intercompany Loan" has the meaning assigned to that term inSection 8.7(i);

"Intercompany Note" means either (i) the UK Holdco Note or (ii) a Foreign Intercompany Note.

"Interest Coverage Ratio" means, for any period, the ratio of Consolidated EBITDA to Consolidated Cash Interest Expense for such period.

"Interest Payment Date" means (i) as to any Base Rate Loan, each Quarterly Payment Date to occur while such Loan is outstanding,
(ii) as to any Eurocurrency Loan having an Interest Period of three months or less, the last day of the Interest Period applicable thereto and (iii) as to any Eurocurrency Loan having an
Interest Period longer than three months, each three (3) month anniversary of the first day of the Interest Period applicable thereto and the last day of the Interest Period applicable thereto; provided,however, that, in addition to the foregoing, each of (A) the date upon which both the
Domestic Revolving Commitments and the Multicurrency Revolving Commitments have been terminated and the Domestic Revolving Loans and the Multicurrency Revolving Loans have been paid in full and
(B) the Term B Loan Maturity Date shall be deemed to be an "Interest Payment Date" with respect to any interest which is then accrued hereunder for such Loan.

"Interest Period" has the meaning assigned to that term inSection 3.4.

"Interest Rate Agreement" means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest
rate futures contract, interest rate option contract or other similar agreement or arrangement to which the Borrower or any Subsidiary is a party.

"Interest Rate Determination Date" means the date for calculating the Eurocurrency Rate for an Interest Period, which date shall be
(i) in the case of any Eurocurrency Loan in Dollars, the second Business Day prior to first day of the related Interest Period for such Loan or (ii) in the case of any Eurocurrency Loan
in an Alternative Currency, the date on which quotations would ordinarily be given by prime banks in the London interbank market for deposits in the Applicable Currency for value on the first day of
the related Interest Period for such Eurocurrency Loan; provided, however, that if for any such Interest Period with respect to an Alternative Currency Loan, quotations would ordinarily be given on
more than one date, the Interest Rate Determination Date shall be the last of those dates.

"Inventory" means, inclusively, all inventory as defined in the Uniform Commercial Code in effect in the State of New York from time to
time and all goods, merchandise and other personal property wherever located, now owned or hereafter acquired by the Borrower or any of its Subsidiaries of every

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kind
or description which are held for sale or lease or are furnished or to be furnished under a contract of service or are raw materials, work-in-process or materials used or
consumed or to be used or consumed in the Borrower's or any of its Subsidiaries' business.

"Investment" means, as applied to any Person, (i) any direct or indirect purchase or other acquisition by that Person of, or a
beneficial interest in, Securities of any other Person, or a capital contribution by that Person to any other Person, (ii) any direct or indirect loan or advance to any other Person (other than
prepaid expenses or Accounts Receivable created or acquired in the ordinary course of business), including all Indebtedness to such Person arising from a sale of property by such person other than in
the ordinary course of its business or (iii) any purchase by that Person of all or a significant part of the assets of a business conducted by another Person. The amount of any Investment by
any Person on any date of determination shall be the sum of the acquisition price of the gross assets acquired by such Person (including the amount of any liability assumed in connection with the
acquisition by such Person to the extent such liability would be reflected on a balance sheet prepared in accordance with GAAP)plusall additional
capital contributions or purchase price paid in respect thereof, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with
respect to such Investmentminusthe amount of all cash returns of principal or capital thereon, cash dividends thereon and other cash returns on
investment thereon or liabilities expressly assumed by another Person (other than the Borrower or another Subsidiary of the Borrower) in connection with the sale of such Investment. Whenever the term
"outstanding" is used in this Agreement with reference to an Investment, it shall take into account the matters referred to in the preceding sentence.

"IRS" means the United States Internal Revenue Service, or any successor or analogous organization.

"Issuer" means the issuer under, and as defined in, the relevant Receivables Documents.

"Joint Venture" means any corporation, partnership, limited liability company, joint venture or other similar legal arrangement (whether
created by contract or conducted through a separate legal entity) now or hereafter formed by the Borrower or any of its Subsidiaries with another Person in order to conduct a common venture or
enterprise with such Person.

"LC Commission" has the meaning assigned to that term inSection 2.10(e)(ii).

"LC Obligations" means, collectively, the Domestic LC Obligations and the Multicurrency LC Obligations.

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"LDPE Capital Expenditure Reserve" means an amount but not less than zero equal to $110,000,000 less any Capital Expenditures made by the
Borrower or its Subsidiaries with respect to the New LDPE Facility. Borrower shall separately report the amount of all Capital Expenditures with respect to the New LDPE Facility at the time Borrower
is otherwise required to deliver its Compliance Certificates.

"Lender" and "Lenders" have the respective meanings assigned to those terms in the
introduction to this Agreement and shall include any Person that becomes a "Lender" pursuant toSection 12.8and any Person that becomes a Lender
issuance of Additional Term Loans pursuant toSection 2.1(a)(ii).

"Lender Default" means (i) the refusal (which has not been retracted) of a Lender to make available its portion of any Borrowing
when the conditions precedent thereto, in the determination of the Administrative Agent, have been met or to fund its portion of any unreimbursed payment under Section 2.10(d)or (ii) a Lender
having notified in writing the Borrower and/or the Administrative Agent that it does not intend to comply
with its obligations underSection 2.1orSection 2.10(d), as a result of any takeover of
such Lender by any regulatory authority or agency.

"Letters of Credit" means, collectively, all Commercial Letters of Credit, Standby Letters of Credit and, in the case of a Letter of
Credit to be designated as a Multicurrency Letter of Credit, bank guarantees, in each case as issued pursuant to this Agreement, and "Letter of Credit"
means any one of such Letters of Credit.

"Letter of Credit Amendment Request" has the meaning assigned to that term in Section 2.10(b).

"Letter of Credit Payment" means, as applicable (i) all payments made by Facing Agent pursuant to either a draft or demand for
payment under a Letter of Credit or (ii) all payments by Domestic Revolving Lenders or Multicurrency Revolving Lenders, as the case may be, to a Facing Agent in respect thereof (whether or not
in accordance with their Domestic Revolver Pro Rata Share or Multicurrency Revolver Pro Rata Share, as the case may be).

"Letter of Credit Request" has the meaning assigned to that term in Section 2.10(b).

"Leverage Ratio" means, for any Test Period, the ratio of Consolidated Debt as of the last day of such Test Period to Consolidated EBITDA
for such Test Period.

"Lien" means (i) any judgment lien or execution, attachment, levy, distraint or similar legal process and (ii) any
mortgages, pledge, hypothecation, collateral assignment, security interest, encumbrance, lien, charge or deposit arrangement (other than a deposit to a Deposit Account in the ordinary course of
business and not intended as security) of any kind (including, without limitation, any conditional sale or other title retention agreement or lease in the nature thereof, any agreement to give any of
the foregoing, any filing or agreement to file a financing statement as debtor under the UCC or any similar statute (other than filings for which an agreement to release such statement has been
obtained and delivered to the Administrative Agent) other than to reflect ownership by a third party of property leased or consigned to the Borrower or any of its Subsidiaries under a lease or
consignment agreement which is not in the nature of a conditional sale or title retention agreement, any subordination arrangement in favor of another Person or any sale of receivables with recourse
against the seller or any Affiliate of the seller).

"Loan" means any Term B Dollar Loan, Term B Euro Loan, Domestic Revolving Loan, Swing Line Loan or Multicurrency Revolving Loan and
"Loans" means all such Loans collectively.

"Loan Documents" means, collectively, this Agreement, the Notes, each Letter of Credit, each Security Document, the Master Assignment
Agreement and all other agreements, instruments and documents executed in connection (other than the Foreign Intercompany Loan Documents), in each case as the same may at any time be amended,
supplemented, restated or otherwise modified and in effect.

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"LPC" mean Louisiana Pigment Company, and its successors and assigns.

"Majority Lenders" of any Facility means those Non-Defaulting Lenders which would constitute the Required Lenders under, and
as defined in, this Agreement if all outstanding Obligations of other Facilities under this Agreement were repaid in full and all Commitments with respect thereto were terminated.

"Mandatory Cost" means the cost imputed to the Lender(s) of compliance with:



"Master Assignment Agreement" means that certain Master Assignment Agreement dated as of the Amendment and Restatement Effective Date
among the Lenders party thereto, the Administrative Agent and the Borrower, as amended, restated or otherwise modified from time to time.

"Master Trust Participating Subsidiaries" means TAI, Huntsman Propylene Oxide Ltd., Huntsman International Fuels, L.P., Tioxide UK,
UK Petrochem and Huntsman Holland and any other Subsidiary of the Borrower which becomes party to the Master Trust Receivables Securitization after the Master Trust Receivables Securitization Closing
Date.

"Master Trust Pledge Agreement" means that certain Pledge Agreement by and between the Borrower and the Master Trust Receivables
Subsidiary in favor of the Administrative Agent on behalf of the Lenders, as amended.

"Master Trust Pooling Agreement" means that certain Pooling Agreement among the Master Trust Receivables Subsidiary, Huntsman (Europe)
B.V.B.A. and Chase Manhattan Bank (Ireland) plc, as amended.

"Master Trust Receivables Facility Assets" means all "Receivables" and other "Receivable Assets" (as defined in the Master Trust Pooling
Agreement) of the Master Trust Participating Subsidiaries.

"Master Trust Receivables Securitization" means that certain receivables financing program providing for the sale of Master Trust
Receivables Facility Assets pursuant to the Master Trust Receivables Securitization Documents by the Borrower and the Master Trust Participating Subsidiaries to the Master Trust Receivables Subsidiary
in a transaction constituting a sale for GAAP purposes and in which, the Master Trust Receivables Subsidiary shall finance the purchase of such Master Trust Receivables Facility Assets by the sale,
transfer, conveyance, lien or pledge of such Master Trust Receivables Facility Assets to one or more limited purpose financing companies, special purpose entities and/or other financial institutions,
in each case, on a limited recourse basis as to the Borrower and the Master Trust Participating Subsidiaries, as amended.

"Master Trust Receivables Securitization Closing Date" shall mean December 21, 2000.

"Master Trust Receivables Securitization Documents" means all documents and deliveries in connection with the Master Trust Receivables
Securitization, as such documents may be amended or modified from time to time with the consent of the Administrative Agent, which consent shall not be unreasonably withheld.

"Master Trust Receivables Subsidiary" means Huntsman Receivables Finance LLC, a limited liability company organized under the laws of the
State of Delaware.

"Material Adverse Effect" means a material adverse effect on (i) the business, condition (financial or otherwise), assets,
liabilities, property, operations or prospects of the Borrower and its Subsidiaries

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taken
as a whole, (ii) the ability of Holdings or any Subsidiary of Holdings to perform its respective obligations under any Loan Document to which it is a party, or (iii) the validity
or enforceability of this Agreement or any of the Security Documents or the rights or remedies of the Administrative Agent and the Lenders hereunder or thereunder.

"Material Agreement" means (i) any Contractual Obligation of Holdings or any of its Subsidiaries, the breach of which or the
failure to maintain would be reasonably likely to result in a Material Adverse Effect, (ii) the Senior Subordinated Notes, (iii) the UK Holdco Note, (iv) the Foreign Intercompany
Loan Documents, (v) the Agreements listed onExhibit 1.1(c)and (vi) any material Contractual Obligation entered into in connection
with an Acquisition.

"Material Subsidiary" means any Subsidiary of the Borrower, the Consolidated Total Assets of which were more than 2% of the Borrower's
Consolidated Total Assets as of the end of the most recently completed Fiscal Year of the Borrower for which audited financial statements are available; providedthat, in the event the aggregate of the
Consolidated Total Assets of all Subsidiaries that do not constitute Material Subsidiaries exceeds 5%
of the Borrower's Consolidated Total Assets as of such date, the Borrower (or the Administrative Agent, in the event the Borrower has failed to do so within 10 days of request therefor by The
Administrative Agent) shall, to the extent necessary, designate sufficient Subsidiaries to be deemed to be "Material Subsidiaries" to eliminate such excess, and such designated Subsidiaries shall
thereafter constitute Material Subsidiaries. Assets of Foreign Subsidiaries shall be converted into Dollars at the rates used for purposes of preparing the consolidated balance sheet of the Borrower
included in such audited financial statements.

"Maximum Commitment" means, when used with reference to any Lender, the aggregate of such Lender's Term B Dollar Commitment, Term B Euro
Commitment, Domestic Revolving Commitment and Multicurrency Revolving Commitment in the amounts not to exceed those set forth opposite the name of such Lender on Schedule 1.1(a)hereto, subject to
reduction from time to time in accordance with the terms of this Agreement.

"Minimum Borrowing Amount" means, with respect to (i) Base Rate Loans, $3,000,000, (ii) with respect to Eurocurrency Loans,
$5,000,000, in the case of a Borrowing in Dollars, £2,000,000, in the case of a Borrowing in Sterling, and 3,000,000 Euros, in the case of a Borrowing in Euros and (iii) with
respect to Swing Line Loans, $500,000 (or such other amount as the Swing Line Lender may agree.)

"Moody's" means Moody's Investors Service, Inc. or any successor to the rating agency business thereof.

"Mortgage" has the meaning assigned to that term inSection 5.1(c)and shall also
include any mortgage or similar documents executed pursuant toSection 7.11.

"Mortgage Policies" has the meaning assigned to that term inSection 5.1(c)

"Mortgaged Property" means the owned or leased real property subject to a US Mortgage as indicated on Schedule 6.21(c)and shall also include any owned or leased
real property subject to a Mortgage pursuant to Section 7.11.

"Most Recent Leverage Ratio" means, at any date, the Leverage Ratio for the Test Period ending as of the most recently ended Fiscal
Quarter for which financial statements have been delivered to the Lenders pursuant toSection 7.1;provided,
however, that if the Borrower fails to deliver such financial statements as required bySection 7.1and further fails to
remedy such default within five days of notice thereof from the Administrative Agent, then, without prejudice to any other rights of any Lender hereunder, the Most Recent Leverage Ratio shall be
deemed to be the highest level as of the date such financial statements were required to be delivered underSection 7.1.

"Multicurrency LC Obligations" means, at any time, an amount equal to the sum of (i) the Assigned Dollar Value of the aggregate
Stated Amount of the then outstanding Multicurrency Letters

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of
Credit and (ii) the Assigned Dollar Value of the aggregate amount of drawings under Multicurrency Letters of Credit which have not then been reimbursed pursuant to Section 2.10(c). The
Multicurrency LC Obligation of any Multicurrency Revolving Lender at any time shall mean the Dollar Equivalent of its
Multicurrency Revolver Pro Rata Share of the Assigned Dollar Value of the aggregate Multicurrency LC Obligations outstanding at such time.

"Multicurrency Letter of Credit" means any Letter of Credit issued pursuant to Section 2.10(a)(ii).

"Multicurrency Revolver Pro Rata Share" means, when used with reference to any Multicurrency Revolving Lender and any described aggregate
or total amount, an amount equal to the result obtained by multiplying such described aggregate or total amount by a fraction the numerator of which shall be such Multicurrency Revolving Lender's
Multicurrency Revolving Commitment or, if the Revolver Termination Date has occurred, such Multicurrency Revolving Lender's then outstanding Multicurrency Revolving Loans and the denominator of which
shall be the Multicurrency Revolving Commitments or, if the Revolver Termination Date has occurred, all then outstanding Multicurrency Revolving Loans.

"Multicurrency Revolving Commitment" means, with respect to any Multicurrency Revolving Lender, the obligation of such Multicurrency
Revolving Lender to make Multicurrency Revolving Loans and participate in Multicurrency Letters of Credit, as such commitment may be adjusted from time to time pursuant to this Agreement, which
commitment as of the date hereof is the amount set forth opposite such Lender's name onSchedule 1.1(a)hereto under the caption "Amount of
Multicurrency Revolving Commitment" as the same may be adjusted from time to time pursuant to the terms hereof and "Multicurrency Revolving Commitments"
means such commitments collectively, which commitments equal $50,000,000 in the aggregate as of the date hereof.

"Multicurrency Revolving Facility" means the credit facility under this Agreement evidenced by the Multicurrency Revolving Commitments and
the Multicurrency Revolving Loans.

"Multicurrency Revolving Lender" means any Lender which has a Multicurrency Revolving Commitment or is owed a Multicurrency Revolving Loan
(or a portion thereof).

"Multicurrency Revolving Loan" and "Multicurrency Revolving Loans" have the meanings given
inSection 2.1(b)(ii).

"Multicurrency Revolving Note" has the meaning assigned to that term in Section 2.2(a).

"Multiemployer Plan" means any plan described in Section 4001(a)(3) of ERISA to which contributions are or have, within the
preceding six years, been made, or are or were, within the preceding six years, required to be made, by the Borrower or any of its ERISA Affiliates or any Subsidiary of the Borrower or ERISA
Affiliates of such Subsidiary.

"Net Offering Proceeds" means the proceeds received from (a) the issuance of any Capital Stock or (b) the incurrence of any
Indebtedness, in each case net of the actual liabilities for reasonably anticipated cash taxes in connection with such issuance or incurrence, if any, any underwriting, brokerage and other customary
selling commissions incurred in connection with such issuance or
incurrence, and reasonable legal, advisory and other fees and expenses, incurred in connection with such issuance or incurrence.

"Net Sale Proceeds" means, with respect to any Asset Disposition, the sum of the aggregate cash payments received by the Borrower or any
Subsidiary of the Borrower from such Asset Disposition (including, without limitation, cash received by way of deferred payment pursuant to a note receivable, conversion of non-cash
consideration, cash payments in respect of purchase price adjustments or otherwise, but only as and when such cash is received)minusthe direct costs
and expenses incurred in connection therewith (including in the case of any Asset Disposition, the payment of the outstanding principal amount of, premium, if any, and interest on any Indebtedness
(other than hereunder) required to be repaid as a result of such Asset Disposition) andminusany provision for taxes in

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respect
thereof made in accordance with GAAP. Any proceeds received in a currency other than Dollars shall, for purposes of the calculation of the amount of Net Sale Proceeds, be in an amount equal to
the Dollar equivalent thereof as of the date of receipt thereof by the Borrower or any Subsidiary of the Borrower.

"New LDPE Facility" means the contemplated low density polyethylene plant to be located in the United Kingdom.

"New Term B Dollar Commitment" means, for any New Term B Dollar Lender, the amount set forth on Schedule 1.1hereto as such Lender's New Term B Dollar Commitment or,
 in the case of Rolling Term Lenders, the amount, if any, by which such
Lender's Final Term B Dollar Allocation exceeds the principal amount of such Lender's Existing Term Loans.

"New Term B Dollar Lender" means each Lender having a New Term B Dollar Loan Commitment as set forth on Schedule 1.1hereto and each Rolling Term Lender to the
extent that the Final Term B Dollar Allocation of such Rolling Term Lender exceeds the
principal amount of its Existing Term Loans.

"Non-Defaulting Lender" means each Lender which is not a Defaulting Lender.

"Non-U.S. Participant" means any Lender that is not a United States person within the meaning of Code
section 7701(a)(30).

"Note" means any of the Revolving Notes, the Swing Line Note, the Multicurrency Revolving Notes or the Term Notes and
"Notes" means all of such Notes collectively.

"Notice of Borrowing" has the meaning assigned to that term inSection 2.5.

"Notice of Conversion or Continuation" has the meaning assigned to that term in Section 2.6.

"Notice Office" means the office of the Administrative Agent located at 90 Hudson Street, 5th Floor, Jersey City, New Jersey 07302, or
such other office as the Administrative Agent may designate to Holdings, the Borrower and the Lenders from time to time.

"Obligations" means all liabilities and obligations of Holdings and its Subsidiaries now or hereafter arising under this Agreement and all
of the other Loan Documents, whether for principal, interest, fees, expenses, indemnities or otherwise, and whether primary, secondary, direct, indirect, contingent, fixed or otherwise (including
obligations of performance).

"Operating Financing Lease" means a lease of the type described inclause (xi)of
the definition of "Indebtedness".

"Original Closing Date" means June 30, 1999.

"Original Senior Subordinated Note Documents" means the Original Senior Subordinated Notes, the indenture under which the Original Senior
Subordinated Notes are issued and all other documents evidencing, guaranteeing or otherwise governing the terms of the Original Senior Subordinated Notes.

"Original Senior Subordinated Notes" means the 101/8% Senior Subordinated Notes due 2009 in an aggregate principal amount
of $600,000,000 and 200,000,000 Euros issued by the Borrower in a Rule 144A offering (the "Initial Notes") and any senior subordinated notes with
substantially identical terms to the Initial Notes which are issued in exchange for the Initial Notes following the issuance of the Initial Notes as contemplated by the Original Senior Subordinated
Note Documents.

"Organizational Documents" means, with respect to any Person, such Person's memorandum, articles or certificate of incorporation, bylaws,
partnership agreement, limited liability company agreement, joint venture agreement or other similar governing documents and any document setting

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forth
the designation, amount and/or relative rights, limitations and preferences of any class or series of such Person's Capital Stock.

"Overdraft Facility" has the meaning assigned to that term inSection 8.2(o).

"Other Hedging Agreement" means any foreign exchange contract, currency swap agreement, futures contract, commodity agreements, option
contract, synthetic cap or other similar agreement other than an Interest Rate Agreement to which the Borrower or any Subsidiary is a party.

"Overdraft Reserve" shall mean an amount, if any, equal to the amount by which Indebtedness incurred by the Borrower or any of its
Subsidiaries pursuant toSection 8.2(o)exceeds $50,000,000 (or the Dollar Equivalent thereof).

"Parent Company" means each Person which owns, directly or indirectly, at least a majority of the voting interest under ordinary
circumstances of Huntsman LLC.

"Participants" has the meaning assigned to that term inSection 12.8(b).

"Participating Subsidiary" means any Subsidiary of the Borrower that is a participant in a Permitted Accounts Receivable Securitization.

"Payment Office" means (i) with respect to the Administrative Agent or Swing Line Lender, for payments with respect to
Dollar-denominated Loans, 90 Hudson Street, 5th Floor, Jersey City, New Jersey 07302 Attn: Commercial Loan Division, or such other address as the Administrative Agent or Swing Line Lender, as the case
may be, may from time to time specify in accordance withSection 12.3or (ii) with respect to the Administrative Agent or Swing Line
Lender, for payments in an Alternative Currency or with respect to a Domestic Supported Foreign LC and a Multicurrency Letter of Credit, such account at such bank or office in London (or such other
location) as the Administrative Agent or Swing Line Lender, as the case may be, shall designate by notice to the Person required to make the relevant payment.

"PBGC" means the Pension Benefit Guaranty Corporation created by Section 4002(a) of ERISA.

"Permitted Accounts Receivable Securitization" means any receivables financing program providing for the sale of Receivables Facility
Assets by the Borrower and its Participating Subsidiaries to the Receivables Subsidiary in transactions purporting to be sales (and treated as sales for GAAP purposes), which Receivables Subsidiary
shall finance the purchase of such Receivables Facility Assets by the sale, transfer, conveyance, lien or pledge of such Receivables Facility Assets to one or more limited purpose financing companies,
special purpose entities and/or other financial institutions, in each case, on a limited recourse basis as to the Borrower and the Participating Subsidiaries; providedthat any such transaction shall be
consummated pursuant to documentation in form and substance reasonably satisfactory to the Administrative
Agent, as evidenced by its written approval thereof. The Master Trust Receivables Securitization shall be considered a Permitted Accounts Receivables Securitization hereunder.

"Permitted Foreign Technology Licenses" has the meaning assigned to that term in Section 8.3(g).

"Permitted Liens" has the meaning assigned to that term inSection 8.1.

"Permitted Real Property Encumbrances" means (i) those liens, encumbrances and other matters affecting title to any Mortgaged
Property listed in the applicable title policy in respect thereof (or any update thereto) and found, on the date of delivery of such title policy to the Administrative Agent in accordance with the
terms hereof, reasonably acceptable by the Administrative Agent, (ii) as to any particular real property at any time, such easements, encroachments, covenants, restrictions, rights of way,
minor defects, irregularities or encumbrances on title which do not, in the reasonable opinion of the Administrative Agent, materially impair such real property for the purpose for which it is held by
the mortgagor or owner, as the case may be, thereof, or the Lien held by the Administrative Agent,

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(iii) municipal
and zoning laws, regulations, codes and ordinances, which are not violated in any material respect by the existing improvements and the present use made by the mortgagor or
owner, as the case may be, of such real property, (iv) general real estate taxes and assessments not yet delinquent, and (v) such other items as the Administrative Agent may consent to.

"Permitted Refinancing Indebtedness" means, with respect to any Indebtedness, any Indebtedness refinancing such Indebtedness; provided,
however, that any such refinancing Indebtedness shall (i) be issued by the same obligor as the Indebtedness being so refinanced and be on terms, taken as a whole, not more restrictive than the
terms of the documents governing the Indebtedness being so refinanced; (ii) if the Indebtedness being so refinanced is subordinated to the Obligations, be subordinated to the Obligations on
substantially the same terms as Indebtedness being so refinanced; (iii) be in a principal amount (as determined as of the date of the incurrence of such refinancing Indebtedness in accordance
with GAAP) not exceeding the principal amount of the Indebtedness being refinanced on such date (or, in the event the Holdings Zero Coupon Notes are being refinanced, in a principal amount (as
determined as of the date of the incurrence of such refinancing Indebtedness in accordance with GAAP) not exceeding the accreted amount on such date of the Holdings Zero Coupon Notes being so
refinanced); (iv) not have a Weighted Average Life to Maturity less than the Indebtedness being refinanced; (v) if the Indebtedness being refinanced is the Holdings Zero Coupon Notes, be
zero coupon Indebtedness; and (vi) be upon terms and subject to documentation which is in form and substance reasonably satisfactory to the Administrative Agent.

"Permitted Restructuring Charges" means any actual restructuring charges recorded by the Borrower and its Subsidiaries during Fiscal Years
2003, 2004 and 2005 in an aggregate amount for all such restructuring charges not to exceed $300,000,000 of which no more than $150,000,000 may be cash charges in connection with the restructuring of
certain Affiliates of the Borrower and its Subsidiaries as described onSchedule 1.1(c)hereto.

"Permitted Unconsolidated Ventures" means an Investment in a Person not constituting a Subsidiary of the Borrower which Person is not
engaged in any business other than that permitted underSection 8.9for the Borrower and its Subsidiaries.

"Person" means an individual or a corporation, partnership, limited liability company, trust, incorporated or unincorporated association,
joint venture, joint stock company, Governmental Authority or other entity of any kind.

"Plan" means any plan described in Section 4021(a) of ERISA and not excluded pursuant to Section 4021(b) thereof, which is
or has, within the preceding six years, been established or maintained, or to which contributions are or have, within the preceding six years, been made, by the Borrower or any of its ERISA Affiliates
or any Subsidiary of the Borrower or any ERISA Affiliates of such Subsidiary, but not including any Multiemployer Plan.

"Plan Administrator" has the meaning assigned to the term "administrator" in Section 3(16)(A) of ERISA.

"Plan Sponsor" has the meaning assigned to the term "plan sponsor" in Section 3(16)(B) of ERISA.

"Pledged Receivables Subsidiary Notes" means the subordinated notes of the Receivables Subsidiary, if any, issued to the Borrower or any
Participating Subsidiary in connection with a Permitted Accounts Receivable Securitization, which subordinated notes are pledged pursuant to the Receivables Subsidiary Pledge Agreement.

"Pledged Receivables Subsidiary Stock" means all the issued and outstanding shares of capital stock of the Receivables Subsidiary, which
shares are pledged pursuant to the Receivables Subsidiary Pledge Agreement.

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"Pledged Securities" means, collectively, "Pledged Securities" as defined in the Collateral Security Agreement or any other pledged
securities under any Security Document

"Pro Forma Balance Sheet" has the meaning assigned to that term inSection 6.5(a).

"Pro Forma Basis" means, (a) with respect to the preparation of a pro forma financial statement for any purpose relating to an
Acquisition or for calculation of Consolidated EBITDA, a pro forma on the basis that (i) any Indebtedness incurred or assumed in connection with such Acquisition was incurred or assumed on the
first day of the applicable period, (ii) if such Indebtedness bears a floating interest rate, such interest shall be paid over the pro forma period at the rate in effect on the date of such
Acquisition, and (iii) all income and expense associated with the assets or entity acquired in connection with such Acquisition for the most recently ended four fiscal quarter period for which
such income and expense amounts are available shall be treated as being earned or incurred by Borrower over the applicable period on a pro forma basis without giving effect to any cost savings, and
(b) with respect to the preparation of a pro forma financial statement for any purpose relating to an Asset Disposition or for calculation of Consolidated EBITDA, a pro forma on the basis that
(i) any Indebtedness prepaid out of the proceeds of such Asset Disposition shall be deemed to have been prepaid as of the first day of the applicable period, and (ii) all income and
expense (other than such expenses as the Borrower, in good faith, estimates will not be reduced or eliminated as a consequence of such Asset Disposition) associated with the assets or entity disposed
of in connection with such Asset Disposition shall be deemed to have been eliminated as of the first day of the applicable period.

"Pro Forma Period" has the meaning assigned to that term inSection 8.7(p).

"Projections" has the meaning assigned to that term inSection 6.5(e).

"Quarterly Payment Date" means each March 31, June 30, September 30 and December 31 of each year.

"Quoted Rate"means the rate of interest per annum with respect to a Swing Line Loan denominated in an Alternative Currency as determined
by the Swing Line Lender at the time such Swing Line Loan is made to the Borrower.

"Receivables Documents" shall mean all documentation relating to any Permitted Accounts Receivable Securitization.

"Receivables Facility Assets" shall mean all Accounts Receivable (whether now existing or arising in the future) of the Borrower or any of
its Subsidiaries which are transferred to the Receivables Subsidiary pursuant to a Permitted Accounts Receivable Securitization, and any assets related thereto, including without limitation
(i) all collateral given by the respective account debtor or on its behalf (but not by the Borrower or any of its Subsidiaries) securing such Accounts Receivable, (ii) all contracts and
all guarantees (but not by the Borrower or any of its Subsidiaries) or other obligations directly related to such Accounts Receivable, (iii) other related assets including those set forth in
the Receivables Documents, and (iv) proceeds of all of the foregoing.

"Receivables Facility Attributed Indebtedness" at any time shall mean the aggregate Dollar Equivalent net outstanding amount theretofore
paid to the Receivables Subsidiary in respect of the Receivables Facilities Assets sold or transferred by it in connection with a Permitted Accounts Receivable Securitization (it being the intent of
the parties that the amount of Receivables Facility Attributed Indebtedness at any time outstanding approximate as closely as possible the principal amount of Indebtedness which would be outstanding
at such time under the Permitted Accounts Receivable Securitization if the same were structured as a secured lending agreement rather than a purchase agreement).

"Receivables Subsidiary Pledge Agreement" means the Collateral Security Agreement or such other pledge or security agreement in form
satisfactory to the Administrative Agent pursuant to which the

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Borrower
or a Participating Subsidiary pledges the Pledged Receivables Subsidiary Stock and the Pledged Receivables Subsidiary Notes to the Collateral Agent for the benefit of the Lenders to secure
the "Secured Obligations" described in the Collateral Security Agreement, as such agreement may at any time be amended or modified in accordance with the terms thereof and in effect.

"Receivables Subsidiary" means a special purpose, bankruptcy remote Wholly-Owned Subsidiary of the Borrower which may be formed for the
sole and exclusive purpose of engaging in activities in connection with the purchase, sale and financing of Accounts Receivable in connection with and pursuant to a Permitted Accounts Receivable
Securitization;provided,however, that if the law of a jurisdiction in which the Borrower proposes to
create a Receivables Subsidiary does not provide for the creation of a bankruptcy remote entity, the Administrative Agent may in its discretion permit the Borrower to form another type of entity in
such jurisdiction to serve as a Receivables Subsidiary as is
reasonable under the circumstances. The Master Trust Receivables Subsidiary shall be considered a Receivables Subsidiary hereunder.

"Recovery Event" means the receipt by the Borrower or any of its Subsidiaries of any insurance or condemnation proceeds payable
(i) by reason of any theft, physical destruction or damage or any other similar event with respect to any properties or assets of the Borrower or any of its Subsidiaries, (ii) by reason
of any condemnation, taking, seizing or similar event with respect to any properties or assets of the Borrower or any of its Subsidiaries and (iii) under any policy of insurance required to be
maintained underSection 7.8 provided,however, that in no event shall payments made under
business interruption insurance constitute a Recovery Event.

"Refunded Swing Line Loans" has the meaning assigned to that term in Section 2.1(c)(ii).

"Regulation D" means Regulation D of the Board as from time to time in effect and any successor to all or a portion thereof
establishing reserve requirements.

"Related Fund" means, with respect to any Lender which is a Fund, any other Fund that is administered or managed by the same investment
advisor of such Lender or by an Affiliate of such investment advisor.

"Release" means any release, spill, emission, leaking, pumping, pouring, emptying, dumping, injection, deposit, disposal, discharge,
dispersal, escape, leaching or migration into the indoor or outdoor environment or into or out of any property of the Borrower or its Subsidiaries, or at any other location, including any location to
which the Borrower or any Subsidiary has transported or arranged for the transportation of any Contaminant, including the movement of Contaminants through or in the air, soil, surface water,
groundwater or property of the Borrower or its Subsidiaries or at any other location, including any location to which the Borrower or any Subsidiary has transported or arranged for the transportation
of any Contaminant.

"Remedial Action" means actions required to (i) clean up, remove, treat or in any other way address Contaminants in the indoor or
outdoor environment; (ii) prevent, minimize or otherwise address the Release or substantial threat of a material Release of Contaminants so they do not migrate or endanger or threaten to
endanger public health or welfare or the indoor or outdoor environment; or (iii) perform pre-response or post-response studies and investigations and
post-response monitoring and care or any other studies, reports or investigations relating to Contaminants.

"Replaced Lender" has the meaning assigned to that term inSection 3.7.

"Replacement Lender" has the meaning assigned to that term inSection 3.7.

"Reportable Event" means a "reportable event" described in Section 4043(c) of ERISA or in the regulations thereunder with respect
to a Plan other than a reportable event for which the 30 day notice requirement to the PBGC has been waived, any event requiring disclosure under Section 4063(a) or 4062(e) of ERISA,
receipt of a notice of withdrawal liability with respect to a Multiemployer Plan

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pursuant
to Section 4202 of ERISA or receipt of a notice of reorganization or insolvency with respect to a Multiemployer Plan pursuant to Section 4242 or 4245 of ERISA.

"Required Lenders" means Non-Defaulting Lenders the sum of whose outstanding Term Loans (with any portion of such Term Loans
denominated in Euros calculated on a Dollar Equivalent basis), Domestic Revolving Commitments (or, after the Total Domestic Revolving Commitment has been terminated, outstanding Domestic Revolving
Loans and Domestic Revolver Pro Rata Share of the Assigned Dollar Value of outstanding Swing Line Loans and the Assigned Dollar Value of Domestic LC Obligations) and Multicurrency Revolving
Commitments (or, after the Total Multicurrency Revolving Commitment has been terminated, the Assigned Dollar Value of outstanding Multicurrency Revolving Loans and the Assigned Dollar Value of
Multicurrency LC Obligations) constitute greater than 50% of the sum of (i) the total outstanding Dollar Equivalent amount of Term Loans of Non-Defaulting Lenders, (ii) the
Total Domestic Revolving Commitment less the aggregate Domestic Revolving Commitments of Defaulting Lenders (or, after the Total Domestic Revolving Commitment has been terminated, the total
outstanding Domestic Revolving Loans of Non-Defaulting Lenders and the aggregate Domestic Revolver Pro Rata Share of all Non-Defaulting Lenders of the total Assigned Dollar
Value of outstanding Swing Line Loans and the Assigned Dollar Value of Domestic LC Obligations at such time) and (iii) the Total Multicurrency Revolving Commitment less the aggregate
Multicurrency Revolving Commitments of Defaulting Lenders (or, after the Total Multicurrency Commitment has been terminated, the total Assigned Dollar Value of outstanding Multicurrency Revolving
Loans of Non-Defaulting Lenders and the aggregate Multicurrency Revolver Pro Rata Share of all Non-Defaulting Lenders of the total Assigned Dollar Value of outstanding
Multicurrency LC Obligations at such time).

"Requirement of Law" means, as to any Person, any law (including common law), treaty, rule or regulation or judgment, decree,
determination or award of an arbitrator or a court or other Governmental Authority, including without limitation, any Environmental Law, in each case applicable to or binding upon such Person or any
of its property or to which such Person or any of its property is subject.

"Responsible Financial Officer" means, as to any Person, the chief financial officer, principal accounting officer, a financial vice
president, controller, manager (in the case of a limited liability company) having responsibility for financial matters, treasurer or assistant treasurer of such Person.

"Responsible Officer" means, as to any Person, any of the chairman or vice chairman of the board of directors, the president, any
executive vice president, the vice president-controller, any vice president, manager (in the case of a limited liability company) or any Responsible Financial Officer of such Person.

"Restatement Required Lenders" means those Lenders constituting the "Required Lenders" under the Original Credit Agreement.

"Returns" has the meaning assigned to that term inSection 6.9.

"Revolver Termination Date" means September 30, 2008 or such earlier date as the Domestic Revolving Commitments and the
Multicurrency Revolving Commitments shall have been terminated or otherwise reduced to $0 pursuant to this Agreement.

"Revolving Note" has the meaning assigned to that term inSection 2.2(a).

"Rubicon" means Rubicon Inc., and its successors and assigns.

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"Sale and Leaseback Transaction" means any arrangement, directly or indirectly, whereby a seller or transferor shall sell or otherwise
transfer any real or personal property and then or thereafter lease, or repurchase under an extended purchase contract, conditional sales or other title retention agreement, the same or similar
property.

"Scheduled Term B Dollar Repayments" means, with respect to the principal payments on the Term B Dollar Loans for each date set forth
below, that percentage of the original principal amount of Term B Dollar Loans set forth opposite thereto:

Scheduled Term B Dollar Loan

Date

Principal PaymentJune 30, 2005

1% of original principal amount of Term B Dollar LoansJune 30, 2006

1% of original principal amount of Term B Dollar LoansJune 30, 2007

1% of original principal amount of Term B Dollar LoansJune 30, 2008

1% of original principal amount of Term B Dollar LoansJune 30, 2009

1% of original principal amount of Term B Dollar LoansTerm B Loan Maturity Date

The aggregate principal amount of Term B Dollar Loans


"Scheduled Term B Euro Repayments" means, with respect to the principal payments on the Term B Euro Loans for each date set forth below,
the amount equal to the percentage of Term B Euro Loans made on the Amendment and Restatement Effective Date set forth opposite thereto, as reduced from time to time pursuant to Sections 4.3 and 4.4:

Scheduled Term B Euro Repayments

Date

RepaymentJune 30, 2005

1% of original principal amount of Term B Euro LoansJune 30, 2006

1% of original principal amount of Term B Euro LoansJune 30, 2007

1% of original principal amount of Term B Euro LoansJune 30, 2008

1% of original principal amount of Term B Euro LoansJune 30, 2009

1% of original principal amount of Term B Euro LoansTerm B Loan Maturity Date

The aggregate principal amount of Term B Euro Loans then outstanding


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"Scheduled Term Repayments" mean, for any Term Facility, the scheduled principal payments set forth in the "Scheduled Term Repayments"
definition applicable to such Term Facility.

"SEC" means the Securities and Exchange Commission or any successor thereto.

"Secured Parties" has the meaning provided in the respective Security Documents to the extent defined therein and shall include any Person
who is granted a security interest pursuant to any Loan Document.

"Securities" means any stock, shares, voting trust certificates, bonds, debentures, options, warrants, notes, or other evidences of
indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as "securities" or any certificates of interest, shares or participations in
temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

"Securities Act" means the Securities Act of 1933, as amended.

"Security Documents" means, collectively the Collateral Security Agreement, the Mortgages and all other agreements, assignments, security
agreements, instruments and documents executed in connection therewith, in each case as the same may at any time be amended, supplemented, restated or otherwise modified and in effect. For purposes of
this Agreement, "Security Documents" shall also include all guaranties, mortgagees, pledge agreements, collateral assignments, subordination agreements and other collateral documents and any
reaffirmation of the foregoing in the nature thereof entered into by Holdings or any Subsidiary of Holdings on and after the date of this Agreement in favor of the Collateral Agent for the benefit of
the Secured Parties in satisfaction of the requirements of this Agreement, but shall exclude any Foreign Intercompany Loan Security Documents. For purposes of this Agreement, "Security Documents"
shall also include the Master Trust Pledge Agreement.

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

"Senior Note Documents" means any indenture or other agreement to be entered into by Borrower, pursuant to which Borrower has or will
incur unsecured Indebtedness permitted bySection 8.2(u).

"Senior Subordinated Note Documents" means (i) the Original Senior Subordinated Note Documents; and (ii) the Additional
Senior Subordinated Note Documents.

"Senior Subordinated Notes" means (i) the Original Senior Subordinated Notes; and (ii) the Additional Senior Subordinated
Notes and, in each case, any Permitted Refinancing Indebtedness with respect thereto.

"Solvent" means, when used with respect to (i) any Person (other than subject to clause (ii)), that (x) the fair
saleable value of its assets is in excess of the total amount of its liabilities (including for purposes of this definition all liabilities, whether or not reflected on a balance sheet prepared in
accordance with GAAP, and whether direct or indirect, fixed or contingent, disputed or undisputed), (y) it is able to pay its debts or obligations in the ordinary course as they mature and
(z) it has capital sufficient to carry on its business and all business in which it is about to engage and (ii) for any Person other than a Domestic Subsidiary, such Person has the
ability to pay its debts as and when they fall due and could not be deemed to be insolvent for the purposes of the law of such Person's jurisdiction of formation. For purposes of Section 6.5(b)"debt" means any liability on a claim, and "claim" means (A) any right to payment, whether or not such a right is reduced
to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured (including all obligations, if any, under any Plan or the
equivalent for unfunded past service liability, and any other unfunded medical and death benefits) or (B) any right to an equitable remedy for breach of performance if such breach gives rise to
a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured

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or
unsecured. In computing the amount of contingent or unliquidated liabilities at any time, such liabilities will be computed at the amount which, in light of all the facts and circumstances existing
at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

"Spot Rate"means, for any currency at any date, the rate quoted by DBTCA as the spot rate for the purchase by DBTCA of such currency with
another currency through its foreign exchange trading office or such other rate which the Administrative Agent may select based on reasonable commercial practices.

"S&P" means Standard & Poor's Ratings Service, a division of the McGraw-Hill Companies, Inc., or any successor
to the rating agency business thereof.

"Standby Letters of Credit" means any of the irrevocable standby letters of credit issued for the account of the Borrower pursuant to this
Agreement, in form acceptable to the Facing Bank, together with any increases or decreases in the Stated Amount thereof and any renewals, amendments and/or extensions thereof.

"Stated Amount" or "Stated Amounts" means, (i) with respect to any Letter of Credit
issued in Dollars, the stated or face amount of such Letter of Credit to the extent available at the time for drawing (subject to presentment of all requisite documents), and (ii) with respect
to any Letter of Credit issued in any currency other than Dollars, the Assigned Dollar Value of the stated or face amount of such Letter of Credit to the extent available at the time for drawing
(subject to presentment of all requisite documents), in either case, as the same may be increased or decreased from time to time in accordance with the terms of such Letter of Credit. For purposes of
calculating the Stated Amount of any Letter of Credit at any time:



"Sterling" means the lawful currency of the United Kingdom.

"Subsidiary" of any Person means any corporation, partnership (limited or general), limited liability company, trust or other entity of
which a majority of the stock (or equivalent ownership or controlling interest) having voting power to elect a majority of the board of directors (if a corporation) or to select the trustee or
equivalent controlling interest, shall, at the time such reference becomes operative, be directly or indirectly owned or controlled by such Person or one or more of the other subsidiaries of such
Person or any combination thereof. Unless otherwise qualified, all references to a "Subsidiary" or to "Subsidiaries" in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.
Unless

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otherwise
expressly provided, an Unrestricted Subsidiary shall not be considered a "Subsidiary" for purposes of this Agreement.

"Subsidiary Guaranty" means the Guaranty executed by the Subsidiary Guarantors, in form and substance satisfactory to the Administrative
Agent, and delivered as of the Original Closing Date, as the same may be amended, supplemented or otherwise modified from time to time.

"Subsidiary Guarantor" means each Domestic Subsidiary of the Borrower (other than the Thai Holding Companies), TG, TAI and any Subsidiary
of the Borrower that becomes a party to the Subsidiary Guaranty or delivers a guaranty pursuant toSection 7.11or 7.14.

"Swing Line Commitment" means, with respect to the Swing Line Lender at any date, the obligation of the Swing Line Lender to make Swing
Line Loans pursuant toSection 2.1(c)in the amount referred to therein.

"Swing Line Lender" means DBTCA in such capacity.

"Swing Line Loans" has the meaning assigned to that term inSection 2.1(c).

"Swing Line Loan Participation Certificate" means a certificate, substantially in the form of Exhibit 2.1(c).

"Swing Line Note" has the meaning assigned to that term inSection 2.2(a).

"TAI" means Tioxide Americas Inc., a direct Wholly-Owned Subsidiary of TG that is a Cayman Island corporation.

"Tax Distributions" has the meaning provided inSection 8.4.

"Taxes" has the meaning assigned to that term inSection 4.7(a).

"Term B Dollar Commitment" means, with respect to any Term B Lender, its Final Term B Dollar Allocation as reflected in the Register or in
any Assignment and Assumption Agreement under the caption "Amount of Term B Dollar Commitment", as such commitment may be adjusted from time to time pursuant to this Agreement or increased pursuant to Section 2.1(a)(ii), and "Term B Dollar Commitments" means such commitments collectively, which commitments equal $1,305,000,000 in the aggregate
on the Amendment and Restatement Effective Date.

"Term B Dollar Facility" means the credit facility under this Agreement evidenced by the Term B Dollar Commitments and the Term B Dollar
Loans (including, for purposes of clarification, the Converted Term Loans).

"Term B Dollar Lender" means any Lender which has a Term B Dollar Commitment or is owed a Term B Dollar Loan (or a portion thereof).

"Term B Dollar Loan" and "Term B Dollar Loans" have the meanings assigned to those terms
inSection 2.1(a)and for purposes of clarification, shall include any Additional Term Loans issued pursuant to Section 2.1(a)(ii).

"Term B Dollar Note" and "Term B Dollar Notes" have the meanings assigned to those terms
inSection 2.2(a).

"Term B Dollar Pro Rata Share" means, when used with reference to any Term Dollar B Lender and any described aggregate or total amount, an
amount equal to the result obtained by multiplying such described aggregate or total amount by a fraction the numerator of which shall be such Term B Dollar Lender's then outstanding Term B Dollar
Loan and the denominator of which shall be all then outstanding Term B Dollar Loans.

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"Term B Euro Commitment" means, with respect to any Term B Lender, the principal amount set forth opposite such lender's name on Schedule 1.1(a)hereto or in any
Assignment and Assumption Agreement under the caption "Amount of Term B Euro Commitment", as such commitment may
be adjusted from time to time pursuant to this Agreement, and "Term B Euro Commitments" means such commitments collectively, which commitments equal €50,000,000 Euros in the aggregate
on the Amendment and Restatement Effective Date.

"Term B Euro Facility" means the credit facility under this Agreement evidenced by the Term B Euro Commitments and the Term B Euro Loans.

"Term B Euro Lender" means any Lender which has a Term B Euro Commitment or is owed a Term B Euro Loan (or a portion thereof).

"Term B Euro Loan" and "Term B Euro Loans" have the meanings assigned to those terms in Section 2.1(a).

"Term B Euro Note" and "Term B Euro Notes" have the meanings assigned to those terms in Section 2.2(a).

"Term B Euro Pro Rata Share" means, when used with reference to any Term B Euro Lender and any described aggregate or total amount, an
amount equal to the result obtained by multiplying such described aggregate or total amount by a fraction the numerator of which shall be such Term B Euro Lender's then outstanding Term B Euro Loan
and the denominator of which shall be all then outstanding Term B Euro Loans.

"Term B Loan Maturity Date" means December 31, 2010;provided, that,
"Term B Loan Maturity Date" shall mean December 31, 2008 if, on or before December 31, 2008, the Borrower has not refinanced all of its
Senior Notes due March 31, 2009 and all of its Senior Subordinated Notes due July 1, 2009 on terms reasonably satisfactory to the Administrative Agent including maturity (which maturity
shall be no earlier than June 30, 2011).

"Term Facilities" means the Facilities under the Agreement with respect to the Term Loans, collectively.

"Term Loans" means the Loans under the Term Facilities, collectively.

"Term Percentage" means, at any time with respect to any Term Facility, a fraction (expressed as a percentage) the numerator of which is
equal to the aggregate Effective Amount of all Loans under such Term Facility outstanding at such time and the denominator of which is equal to the aggregate Effective Amount of all Term Loans
outstanding at such time.

"Test Period" means, at any time the four Fiscal Quarters of the Borrower then last ended.

"TG" means Tioxide Group, a direct Subsidiary of the Borrower that is a private unlimited company incorporated under the laws of England
and Wales.

"Thai Holding Companies" means the Domestic Subsidiaries of the Borrower whose sole asset is an ownership interest in Huntsman
(Thailand) Ltd., a corporation organized under the laws of Thailand, and identified as such onSchedule 6.13.

"Tioxide UK" means Tioxide Europe Ltd., a direct Wholly-Owned Subsidiary of UK Holdco 1 that is a private limited company
incorporated under the laws of England and Wales.

"Total Available Domestic Revolving Commitment" means, at the time of any determination thereof is made, the sum of the respective
Available Domestic Revolving Commitments of the Lenders at such time.

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"Total Available Multicurrency Revolving Commitment" means, at the time of any determination thereof is made, the sum of the respective
Available Multicurrency Revolving Commitments of the Lenders at such time.

"Total Commitment" means, at the time any determination thereof is made, the sum of the Term B Dollar Commitments, the Term B Euro
Commitments, the Domestic Revolving Commitments and the Multicurrency Revolving Commitments at such time.

"Total Domestic Revolving Commitment" means, at any time, the sum of the Domestic Revolving Commitments of each of the Lenders at such
time.

"Total Multicurrency Revolving Commitment" means, at any time, the sum of the Multicurrency Revolving Commitments of each of the Lenders
at such time.

"Transferee" has the meaning assigned to that term inSection 12.8(d).

"Type" means any type of Loan, namely, a Base Rate Loan or a Eurocurrency Loan.

"UCC" means the Uniform Commercial Code as in effect from time to time in the relevant jurisdiction.

"UK Holdco Note" means that certain unsecured promissory note issued by UK Holdco 1 in favor of Huntsman Finco in the form attached hereto
asExhibit 1.1(a)in the aggregate principal amount outstanding as of December 31, 2003 of $1,479,100,000.

"UK Holdco 1" means Huntsman (Holdings) UK, a direct Wholly-Owned Subsidiary of TG that is a private unlimited company incorporated under
the laws of England and Wales.

"UK Holdco 2" means Huntsman (UK) Limited, a direct Wholly-owned Subsidiary of UK Holdco 1 that is a private limited company incorporated
under the laws of England and Wales.

"UK Petrochem" means Huntsman Petrochemicals (UK) Limited, a direct Wholly-Owned Subsidiary of UK Holdco 1 that is a private limited
company incorporated under the laws of England and Wales.

"Unmatured Event of Default" means an event, act or occurrence which with the giving of notice or the lapse of time (or both) would become
an Event of Default.

"Unpaid Drawing" has the meaning set forth inSection 2.9(d).

"Unrestricted Subsidiary" means each of the Persons identified onSchedule 1.1(d)hereto and (i) any Subsidiary of the Borrower that at or prior to the time of formation or acquisition thereof shall be designated an Unrestricted Subsidiary in an officers' certificate signed
by two Responsible Financial Officers of the Borrower and (ii) any Subsidiary of an Unrestricted Subsidiary created at or after the
designation of its parent company as an Unrestricted Subsidiary pursuant to clause (i) above;provided, however, that no Receivables Subsidiary may be
an Unrestricted Subsidiary.

"Unrestricted Subsidiary Investment Basket" means, as of any date of determination, an amount equal to the sum of
(i) $110 millionplus(ii) the aggregate amount of Excess Cash Flow for each Fiscal Year ending on or after December 31,
2004 not required to be applied to prepay Term Loans pursuant toSection 4.4(d) plus(iii) after-tax amount of any cash
returns of principal or capital on Investments made pursuant toSection 8.7(l), cash dividends thereon and other cash returns on investment
thereon, as the case may be.

"Voting Securities" means any class of Capital Stock of a Person pursuant to which the holders thereof have, at the time of determination,
the general voting power under ordinary circumstances to vote for the election of directors, managers, trustees or general partners of such Person (irrespective of

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whether
or not at the time any other class or classes will have or might have voting power by reason of the happening of any contingency).

"Waivable Prepayment" has the meaning assigned to that term inSection 4.5(c).

"Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing
(i) the then outstanding principal amount of such Indebtedness into (ii) the total of the product obtained by multiplying (x) the amount of each then remaining installment,
sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof by (y) the number of years (calculated to the nearest
one-twelfth) that will elapse between such date and the making of such payment.

"Wholly-Owned Subsidiary" means, with respect to any Person, any Subsidiary of such Person, all of the outstanding shares of capital stock
of which (other than qualifying shares required to be owned by directors, or similarde minimisissuances of capital stock to comply with Requirements
of Law) are at the time owned directly or indirectly by such Person and/or one or more Wholly-Owned Subsidiaries of such Person;provided, that UK
Holdco 1 shall be deemed to be a Wholly-Owned Subsidiary. For purposes of this definition, "capital stock' shall include equivalent ownership or controlling interests having ordinary voting power in
entities other than corporations.

"written" or "in writing" means any form of written communication or a communication by means of telecopier device or authenticated telex,
telegraph or cable.

The
foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms. 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.

1.2Accounting Terms; Financial Statements

All
accounting terms used herein but not expressly defined in this Agreement shall have respective meanings given to them in accordance with GAAP in effect on the date hereof in the
United States of America. Except as otherwise expressly provided herein (including without limitation, any modification to the terms hereof pursuant to Section 8.12), all computations and
determinations for purposes of determining compliance with the financial requirements of this Agreement shall
be made in accordance with GAAP in effect in the United States of America on the date hereof and on a basis consistent with the presentation of the financial statements and projections delivered
pursuant to, or otherwise referred to in,Sections 6.5(a)and6.5(e). Notwithstanding the foregoing
sentence, the financial statements required to be delivered pursuant toSection 7.1shall be prepared in accordance with GAAP in the United
States of America as in effect on the respective dates of their preparation. Unless otherwise provided for herein (including, without limitation, the definition of Wholly-Owned Subsidiary), wherever
any computation is to be made with respect to any Person and its Subsidiaries, such computation shall be made so as to exclude all items of income, assets and liabilities attributable to any Person
which is not a Subsidiary of such Person. For purposes of the financial terms set forth herein, whenever a reference is made to a determination which is required to be made on a consolidated basis
(whether in accordance with GAAP or otherwise) for the Borrower and its Subsidiaries, such determination shall be made as if each Unrestricted Subsidiary were wholly-owned by a Person not an Affiliate
of the Borrower.

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ARTICLE II        AMOUNT AND TERMS OF CREDIT

2.1The Commitments



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2.2Notes



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2.3Minimum Amount of Each Borrowing; Maximum Number of Borrowings

The
aggregate principal amount of each Borrowing (other than with respect to Swing Line Loans) by the Borrower hereunder shall be not less than the Minimum Borrowing Amount and, if
greater, shall be in integral multiples of (i) in the case of a Borrowing in Dollars, $1,000,000, (ii) in the case of a Borrowing in Sterling, £750,000, or (iii) in
the case of a Borrowing in Euros, 1,000,000 Euros, above such minimum (or, if less, the then Total Available Domestic Revolving Commitment or the Total Available Multicurrency Revolving Commitment, as
the case may be). More than one Borrowing may be incurred on any date;providedthat at no time shall there be outstanding more than six Borrowings of
Eurocurrency Loans for any Facility.

2.4Borrowing Options

The
Term Loans, the Domestic Revolving Loans and the Multicurrency Revolving Loans shall, at the option of the Borrower except as otherwise provided in this Agreement, be (i) Base
Rate Loans, (ii) Eurocurrency Loans, or (iii) part Base Rate Loans and part Eurocurrency Loans;provided, that Term B Euro Loans and
non-Dollar denominated Multicurrency Revolving Loans may only be made as Eurocurrency Loans. As to any Eurocurrency Loan, any Lender may, if it so elects, fulfill its commitment by causing
a foreign branch or affiliate to make or continue such Loan, provided that in such event that Lender's Loan shall, for the purposes of this Agreement, be considered to have been made by that Lender
and the obligation of the Borrower to repay that Lender's Loan shall nevertheless be to that Lender and shall be deemed held by that Lender, for the account of such branch or affiliate.

2.5Notice of Borrowing

Whenever
the Borrower desires to make a Borrowing of any Loan hereunder, it shall give the Administrative Agent at its office located at 90 Hudson Street, 5th Floor, Jersey City, New
Jersey 07302 (or such other address as the Administrative Agent may hereafter designate in writing to the parties hereto) (the "Notice Address") at
least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing), given not later than 12:00 p.m. (New York City time) of each Base Rate Loan, and at least
three Business Days' prior written notice (or telephonic notice promptly confirmed in writing), given not later than 12:00 p.m. (New York City time), of each Dollar denominated Eurocurrency
Loan to be made hereunder and at least four Business Days prior written notice (or telephone notice promptly confirmed in writing) given not later than 12:00 p.m. (New York

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time),
of each Loan denominated in an Alternative Currency;provided,however, that a Notice of
Borrowing with respect to Borrowings to be made on the date hereof may, at the discretion of the Administrative Agent, be delivered later than the time specified above. Whenever the Borrower desires
that Swing Line Lender make a Swing Line Loan underSection 2.1(c), it shall deliver to Swing Line Lender prior to 12:00 p.m. (New York
City time) on the date of Borrowing written notice (or telephonic notice promptly confirmed in writing). Each such notice (each a "Notice of
Borrowing"), which shall be in the form ofExhibit 2.5hereto, shall be irrevocable, shall be deemed a representation by
the Borrower that all conditions precedent to such Borrowing have been satisfied and shall specify (i) the aggregate principal amount of the Loans to be made pursuant to such Borrowing,
(ii) the date of Borrowing (which shall be a Business Day), (iii) whether the Loans being made pursuant to such Borrowing are to be Base Rate Loans or Eurocurrency Loans and, with
respect to Eurocurrency Loans, the Interest Period to be applicable thereto and (iv) with respect to a Borrowing of Domestic Revolving Loans, the amount of the Overdraft Reserve at such time.
The Administrative Agent shall as promptly as practicable give each Lender written or telephonic notice (promptly confirmed in writing) of each proposed Borrowing, of such Lender's Domestic Revolver
Pro Rata Share thereof or Multicurrency Revolver Pro Rata Share, as the case may be, thereof and of the other matters covered by the Notice of Borrowing. Without in any way limiting the Borrower's
obligation to confirm in writing any telephonic notice, the Administrative Agent or the Swing Line Lender (in the case of Swing Line Loans) or the respective Facing Agent (in the case of Letters of
Credit) may act without liability upon the basis of telephonic notice believed by the Administrative Agent in good faith to be from a Responsible Officer of the Borrower prior to receipt of written
confirmation. The Administrative Agent's records shall, absent manifest error, be final, conclusive and binding on the Borrower with respect to evidence of the terms of such telephonic Notice of
Borrowing.

2.6Conversion or Continuation

With
respect to Dollar denominated Loans, the Borrower may elect (i) on any Business Day at any time after the earlier of (x) the third Business Day following the Amendment
and Restatement Effective Date and (y) the date the Administrative Agent notifies the Borrower that Eurocurrency Loans are available to convert Base Rate Loans or any portion thereof to
Eurocurrency Loans and (ii) at the end of any Interest Period with respect thereto, to convert Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency
Loans or any portion thereof for an additional Interest Period;provided,however, that the aggregate
principal amount of the Eurocurrency Loans for each Interest Period therefor must be in an aggregate principal amount equal to the Minimum Borrowing Amount for Eurocurrency Loans or an integral
multiple of (i) in the case of a Borrowing in Dollars, $1,000,000, (ii) in the case of a Borrowing in Sterling, £750,000, or (iii) in the case of a Borrowing in Euros,
1,000,000 Euros, in each case in excess thereof. With respect to Euro or Sterling denominated Loans, the Borrower may elect to continue such Eurocurrency Loans or any portion thereof for an additional
Interest Period. Each conversion or continuation of Term B Dollar Loans shall be allocated among the Term B Dollar Loans of the Term B Dollar Lenders in accordance with their respective Term B Dollar
Pro Rata Shares. Each conversion or continuation of Term B Euro Loans shall be allocated among the Term B Euro Loans of the Term B Euro Lenders in accordance with their respective Term B Euro Pro Rata
Shares. Each conversion or continuation of Domestic Revolving Loans shall be allocated among the Domestic Revolving Loans of the Lenders in accordance with their respective Domestic Revolver Pro Rata
Shares. Each conversion or continuation of Multicurrency Revolving Loans shall be allocated among the Multicurrency Revolving Loans of the Lenders in accordance with their respective Multicurrency
Revolver Pro Rata Shares. Each such election shall be in substantially the form ofExhibit 2.6hereto (a "Notice of
Conversion or Continuation") and shall be made by giving the Administrative Agent at least three Business Days' (or one Business Day in the case of a conversion into Base Rate
Loans or four Business Days' in the case of continuation of a Term B Euro Loan or a non-Dollar denominated Multicurrency Revolving Loan) prior written notice thereof to the Notice Address
given not later than 12:00 p.m. (New York City time)

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specifying
(i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and
(iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period
therefor). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans
upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower
shall not be entitled to specify an Interest Period in excess of 30 days for any Term B Euro Loan or non-Dollar denominated Multicurrency Revolving Loan if an Unmatured Event of
Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of thisSection 2.6, the
Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or
to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of Term B Euro Loans and
non-Dollar denominated Multicurrency Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

2.7Disbursement of Funds

No
later than 1:00 p.m. (local time at the place of funding) on the date specified in each Notice of Borrowing, each Lender will make available its Term B Dollar Pro Rata Share of
Term B Dollar Loans, Term B Euro Pro Rata Share of Term B Euro Loans, Domestic Revolver Pro Rata Share of Domestic Revolving Loans and Multicurrency Revolver Pro Rata Share of Multicurrency Revolving
Loans, as the case may be, of the Borrowing requested to be made on such date in Dollars, Euro or Sterling, as the case may be, and in immediately available funds, at the Payment Office (for the
account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) and the Administrative Agent will make available to
the Borrower at its Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment). Unless the Administrative Agent
shall have been notified by any Lender at least one Business Day prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender's portion of
the Borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative
Agent may, but shall not be required to, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the
Administrative Agent by such Lender on the date of Borrowing, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay
such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent shall promptly notify the Borrower and, if so notified, the Borrower shall immediately pay
such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Borrower interest on such corresponding amount in respect of each day from
the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum
equal to the rate for Base Rate Loans or Eurocurrency Loans, as the case may be, applicable during the period in question,provided, however, that any
interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the
Borrower to such lender underSection 3.1in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any
Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the Federal Funds Rate for amounts in Dollars (and at the Administrative Agent's
cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal

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Funds
Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent's standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments
made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative
Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent pursuant to thisSection 2.7until such
Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Term B Dollar Pro
Rata Share of all Term B Dollar Loans, its Term B Euro Pro Rata Share of all Term B Euro Loans, its Domestic Revolver Pro Rata Share of all Domestic Revolving Loans and its Multicurrency Revolver Pro
Rata Share of all Multicurrency Revolving Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the
Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such loans it has so
been deemed to have made. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights which the Borrower may have against
the Lender as a result of any default by such Lender
hereunder.

2.8[INTENTIONALLY DELETED.]

2.9Pro Rata Borrowings

All
Borrowings of Term B Dollar Loans, Term B Euro Loans, Domestic Revolving Loans and Multicurrency Revolving Loans under this Agreement shall be loaned by the Lenders pro rata on the
basis of their Term B Dollar Commitments, Term B Euro Commitments, Domestic Revolving Commitments or Multicurrency Revolving Commitments, as the case may be. No Lender shall be responsible for any
default by any other Lender in its obligation to make Loans hereunder and each Lender shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other
Lender to fulfill its Commitments hereunder.

2.10Amount and Terms of Letters of Credit



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ARTICLE III        INTEREST AND FEES

3.1Interest



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3.2Fees



3.3Computation of Interest and Fees

Interest
on all Loans and fees payable hereunder shall be computed on the basis of the actual number of days elapsed over a year of 360 days; providedthat interest on all Base Rate Loans shall be computed
on the basis of the actual number of days elapsed over a year of 365 or 366 days,
as the case may be. Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in
the absence of manifest error. The Administrative Agent shall, at any time and from time to time upon request of the Borrower, deliver to the Borrower a statement showing the quotations used by the
Administrative Agent in determining any interest rate applicable to Domestic Revolving Loans pursuant to this Agreement. Each change in the Applicable Base Rate Margin or Applicable Eurodollar Margin
or the Applicable Commitment Fee Percentage or any change in the LC Commission as a result of a change in the Borrower's Most Recent Leverage Ratio shall become effective on the date upon which such
change in such ratio occurs.

3.4Interest Periods

At
the time it gives any Notice of Borrowing or a Notice of Conversion or Continuation with respect to Eurocurrency Loans, the Borrower shall elect, by giving the Administrative Agent
written notice, the interest period (each an "Interest Period") which Interest Period shall, at the option of the Borrower, be one, two, three or six
months or, if available or otherwise satisfactory to each of the

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applicable
Lenders (as determined by each such applicable Lender in its sole discretion) a nine or twelve month period, provided that:



Notwithstanding
anything to the contrary herein, the Borrower may only have Base Rate Loans and Eurocurrency Loans with a one month Interest Period for the first 30 days after the Amendment and
Restatement Effective Date or, if earlier, the date on which the Administrative Agent informs the Borrower of the completion of the syndication of the Commitments and Loans.

3.5Compensation for Funding Losses

The
Borrower shall compensate each Lender, upon its written request (which request shall set forth the basis for requesting such amounts, showing the calculation thereof in reasonable
detail), for all losses, expenses and liabilities (including, without limitation, any interest paid by such Lender to lenders of funds borrowed by it to make or carry its Eurocurrency Loans to the
extent not recovered by the Lender in connection with the liquidation or re-employment of such funds and including the compensation payable by such Lender to a Participant) and any loss
sustained by such Lender in connection with the liquidation or re-employment of such funds (including, without limitation, a return on such liquidation or re-employment that
would result in such Lender receiving less than it would have received had such Eurocurrency Loan remained outstanding until the last day of the Interest Period applicable to such Eurocurrency Loans)
which such Lender may sustain as a result of: (i) for

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any
reason (other than a default by such Lender or the Administrative Agent) a continuation or Borrowing of, or conversion from or into, Eurocurrency Loans does not occur on a date specified therefor
in a Notice of Borrowing or Notice of Conversion or Continuation (whether or not withdrawn); (ii) any payment, prepayment or conversion or continuation of any of its Eurocurrency Loans
occurring for any reason whatsoever on a date which is not the last day of an Interest Period applicable thereto; (iii) any repayment of any of its Eurocurrency Loans not being made on the date
specified in a notice of payment given by the Borrower; or (iv) (A) any other failure by the Borrower to repay its Eurocurrency Loans when required by the terms of this Agreement or
(B) an election made by the Borrower pursuant toSection 3.7. A written notice as to additional amounts owed such Lender under this Section 3.5and delivered to the Borrower and the Administrative Agent by such Lender shall be delivered within 30 days of such event and
shall, absent manifest error, be final, conclusive and binding for all purposes. Calculation of all amounts payable to a Lender under this Section 3.5shall be made as though that Lender had
actually funded its relevant Eurocurrency Loan through the purchase of a Eurocurrency deposit
bearing interest at the Eurocurrency Rate in an amount equal to the amount of that Loan, having a maturity comparable to the relevant Interest Period and through the transfer of such Eurocurrency
deposit from an offshore office of that Lender to a domestic office of that Lender in the United States of America;provided, however, that each Lender may
fund each of its Eurocurrency Loans in any manner it sees fit and the foregoing assumption shall be utilized only for the
calculation of amounts payable under thisSection 3.5.

3.6Increased Costs, Illegality, Etc.



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3.7Replacement of Affected Lenders



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ARTICLE IV        REDUCTION OF COMMITMENTS; PAYMENTS AND PREPAYMENTS

4.1Voluntary Reduction of Commitments



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4.2Mandatory Reductions of Commitments



4.3Voluntary Prepayments



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4.4Mandatory Prepayments



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4.5Application of Prepayments.



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4.6Method and Place of Payment



4.7Net Payments



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ARTICLE V        CONDITIONS OF CREDIT

5.1Conditions Precedent to the Initial Borrowing

The
obligation of the Lenders to make the Initial Loan and the obligation of the Facing Agent to issue and the Lenders to participate in Letters of Credit under this Agreement shall be
subject to the fulfillment, on or prior to the Amendment and Restatement Effective Date, of each of the following conditions:



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5.2Conditions Precedent to All Credit Events

The
obligation of each Lender to make Loans (including Loans made on the Amendment and Restatement Effective Date) and the obligation of any Facing Agent to issue or any Lender to
participate in any Letter of Credit hereunder in each case shall be subject to the fulfillment at or prior to the time of each such Credit Event of each of the following conditions:



The
acceptance of the benefits of each such Credit Event by the Borrower shall be deemed to constitute a representation and warranty by it to the effect of paragraphs (a), (b),
(c) and (d) of thisSection 5.2(except that no opinion need be expressed as to any Agent's or Required Lenders' satisfaction with
any document, instrument or other matter).

Each
Lender hereby agrees that by its execution and delivery of its signature page hereto and by the funding of its Loan to be made on the Amendment and Restatement Effective Date, such
Lender approves of and consents to each of the matters set forth inSection 5.1, and Section 5.2which must be approved by, or which must be
satisfactory to, the Agents or the Required Lenders or Lenders, 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, the
Administrative Agent or the Borrower shall have delivered a copy of such agreement or document to such Lender on or prior to the Amendment and Restatement Effective Date if requested.

ARTICLE VI        REPRESENTATIONS AND WARRANTIES

In order to induce the Lenders to enter into this Agreement and to make the Loans, and issue (or participate in) the Letters of Credit as provided herein,
Holdings and the Borrower make the following representations and warranties as of the Amendment and Restatement Effective Date and as of the

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date
of each subsequent Credit Event, all of which shall survive the execution and delivery of this Agreement and the Notes and the making of the Loans and issuance of the Letters of Credit:

6.1Corporate Status

Holdings
and each of its Subsidiaries (i) is a duly organized and validly existing corporation, partnership or limited liability company or other entity in good standing (if
applicable under applicable law) under the laws of the jurisdiction of its organization, (ii) has the requisite power and authority to own its property and assets and to transact the business
in which it is engaged and presently proposed to engage in and (iii) is duly qualified and is authorized to do business and is in good standing ((where relevant) in (y) its jurisdiction
of organization and (z) in each other jurisdiction where the ownership, leasing or operation of property or the conduct of its business requires such qualification, except for such failure to
be so qualified which, in the aggregate, would not have a Material Adverse Effect.

6.2Corporate Power and Authority

Holdings
and each of its Subsidiaries has the applicable power and authority to execute, deliver and perform the terms and provisions of each of the Documents to which it is a party and
has taken all necessary corporate action to authorize the execution, delivery and performance by it of each of such Documents. As of the Amendment and Restatement Effective Date (or such later date as
a Document is to be executed and delivered in accordance with the terms hereof) Holdings and each of its Subsidiaries has duly executed and delivered each of the Documents to which it is a party, and
each of such Documents constitutes its legal, valid and binding obligation enforceable 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).

6.3No Violation

Neither
the execution, delivery or performance by the Borrower and each of its Subsidiaries of the Documents to which it is a party (including, without limitation, the granting of Liens
pursuant to the Security Documents or the Foreign Intercompany Loan Security Documents), nor compliance by it with the terms and provisions thereof, nor the consummation of the transactions
contemplated therein (i) will contravene any provision of any Requirement of Law applicable to Holdings and each of its Subsidiaries, (ii) will conflict with or result in any breach of
or constitute a tortious interference with any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to
create or impose) any Lien (except pursuant to the Security Documents) upon any of the property or assets of Holdings and each of its Subsidiaries pursuant to the terms of any material Contractual
Obligation to which Holdings and each of its Subsidiaries is a party or by which it or any of its property or assets is bound or to which it may be subject, (iii) will violate any provision of
any Organizational Document of Holdings and each of its Subsidiaries or (iv) require any approval of stockholders or any approval or consent of any Person (other than a Governmental Authority)
except as have been obtained on or prior to the Amendment and Restatement Effective Date or as set forth onSchedule 6.3.

6.4Governmental and Other Approvals

Except
as set forth onSchedule 6.4hereto and except for the recording of the Mortgages and filings (in respect of certain
Security Documents) and actions with appropriate Governmental Authorities which shall be recorded and filed, respectively, on, or as soon as practicable after, the Amendment and Restatement Effective
Date, no order, consent, approval, license, authorization or validation of, or filing, recording or registration with (except as have been obtained or made on or prior to the Amendment and Restatement
Effective Date), or exemption by, any Governmental Authority, is required to authorize, or is required in connection with, (i) the execution, delivery and

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performance
of any Document or (ii) the legality, validity, binding effect or enforceability of any such Document.

6.5Financial Statements; Financial Condition; Undisclosed Liabilities Projections; etc.



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6.6Litigation

There
are no actions, suits or proceedings pending or, to the best knowledge of Holdings or any of its Subsidiaries, threatened in writing against Holdings or any of its Subsidiaries
(i) with respect to any Loan Document or (ii) that are reasonably likely to have a Material Adverse Effect.

6.7Disclosure

All
factual information (taken as a whole) heretofore or contemporaneously furnished by or on behalf of Holdings, the Borrower or any of their Subsidiaries in writing to any Lender
(including, without limitation, all information contained in the Documents) (other than the Projections as to whichSection 6.5(e)applies) which
fairly discloses the matters therein in good faith in accordance with applicable law)) for purposes of or in connection with this Agreement or any transaction contemplated herein is, and all other
such factual information (taken as a whole) hereafter furnished by or on behalf of Holdings, the Borrower or any of their Subsidiaries in writing to any Lender for purposes of or in connection with
this Agreement or any transaction contemplated herein are and will be true and accurate in all material respects on the date as of which such information is dated or certified and not incomplete by
omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was
provided. As of the Amendment and Restatement Effective Date, the Borrower has disclosed to the Lenders on or before the Amendment and Restatement Effective Date, all agreements, instruments and
corporate or other restrictions to which Holdings or any of its Subsidiaries is or will be subject as of the or the Amendment and Restatement Effective Date, and all other matters known to any of
them, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

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6.8Use of Proceeds; Margin Regulations



6.9Tax Returns and Payments

Holdings
and each of the its Subsidiaries have timely filed or caused to be filed all tax returns which are required to be filed, except where failure to file any such returns would not
reasonably be expected to have a Material Adverse Effect, and have paid or caused to be paid all taxes shown to be due and payable on said returns or on any assessments made against them or any of
their respective material properties and all other material taxes, fees or other charges imposed on them or any of their respective properties by any Governmental Authority (other than those the
amount or validity of which is contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of Holdings or any such
Subsidiary, as the case may be), except where failure to take any such action could not reasonably be expected to have a Material Adverse Effect; and no tax liens have been filed and no claims are
being asserted with respect to any such taxes, fees or other charges (other than such liens or claims, the amount or validity of which is currently being contested in good faith by appropriate
proceedings and with respect to which reserves in conformity with GAAP (or prior to the Amendment and Restatement Effective Date, applicable accounting practice) have been provided) which could be
reasonably expected to have a Material Adverse Effect.

6.10Compliance With ERISA



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6.11Ownership of Property

Holdings
and each of its Subsidiaries has good and marketable title or, with respect to real property, valid fee simple title (or in each case, the relevant foreign equivalent, if any)
to, or a subsisting leasehold interest in, or a valid contractual agreement or other valid right to use, all such Person's material real property, and good title (or relevant foreign equivalent) to, a
valid leasehold interest in, or valid contractual rights or other valid right to (or an agreement for the acquisition of same) use all such Person's other material property (but excluding Intellectual
Property), and, in each case, none of such property is subject to any Lien except for Permitted Liens. The items of real and personal property (but excluding Intellectual Property) owned by, leased to
or used by Holdings and each of its Subsidiaries constitute all of the assets used in the conduct of such Person's business as presently conducted, and neither this Agreement nor any other Documents,
nor any transaction contemplated under any such agreement, will affect any right, title or interest of Holdings or any of its Subsidiaries in and to any of such assets in a manner that would have or
is reasonably likely to have a Material Adverse Effect. As of the Amendment and Restatement Effective Date, the Borrower and its

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Domestic
Subsidiaries have granted Mortgages to secure the Obligations on all parcels of real estate identified onSchedule 6.21(c)as Mortgaged
Properties.

6.12Capitalization of Holdings and the Borrower

On
the Amendment and Restatement Effective Date, the capitalization of Holdings and the Borrower will be as set forth on Schedule 6.12(a)hereto. The Capital Stock of Holdings and the Borrower have
been duly authorized and validly issued. Except as set forth on Schedule 6.12(a), no authorized but unissued or treasury shares of Capital Stock of Holdings and the Borrower are subject to any
option, warrant,
right to call or commitment of any kind or character. A complete and correct copy of each of the operating agreements of Holdings and the Borrower in effect on the Amendment and Restatement Effective
Date has been delivered to the Administrative Agent. Except as set forth onSchedule 6.12(a), neither Holdings nor the Borrower has any
outstanding stock or securities convertible into or
exchangeable for any shares of its Capital Stock, or any rights issued to any Person (either preemptive or other) to subscribe for or to purchase, or any options for the purchase of, or any agreements
providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims or any character relating to any of its Capital Stock or any stock or securities convertible into or
exchangeable for any of its Capital Stock (other than as set forth in the certificate of incorporation of the Borrower). Neither Holdings, the Borrower nor any of their Subsidiaries is subject to any
obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Capital Stock or any convertible securities, rights or options of the type described in the
preceding sentence. As of the Amendment and Restatement Effective Date, all of the issued and outstanding shares of Capital Stock of Holdings and the Borrower are owned of record by the stockholders
as set forth onSchedule 6.12(a)hereto.

6.13Subsidiaries



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6.14Compliance With Law, Etc.

Neither
Holdings, the Borrower nor any of their Subsidiaries is in default under or in violation of any Requirement of Law or material Contractual Obligation or under its Organizational
Documents, as the case may be, in each case the consequences of which default or violation, either in any one case or in the aggregate, would have a Material Adverse Effect.

6.15Investment Company Act

Neither
Holdings, the Borrower nor any of their Subsidiaries is an "investment company" or a company "controlled" by an "investment company", within the meaning of the Investment Company
Act of 1940, as amended.

6.16Public Utility Holding Company Act

Neither
Holdings, the Borrower nor any of their Subsidiaries is a "holding company," or a "subsidiary company" of a "holding company," or an "affiliate" of a "holding company" or of a
"subsidiary company" of a "holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended.

6.17Environmental Matters



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6.18Labor Relations

Neither
Holdings, the Borrower nor any of their Material Subsidiaries is engaged in any unfair labor practice that could reasonably be expected to have a Material Adverse Effect. There
is (i) no significant unfair labor practice complaint pending against Holdings or any of its Subsidiaries or, to the best knowledge of Holdings and the Borrower, threatened against any of them
before the National Labor Relations Board or appropriate national court or other forum, and no significant grievance or significant arbitration proceeding arising out of or under any collective
bargaining agreement is so pending against Holdings or any of its Subsidiaries or, to the best knowledge of Holdings and the Borrower, threatened against any of them and (ii) no significant
strike, labor dispute, slowdown or stoppage is pending against Holdings or any of its Subsidiaries or, to the best knowledge of Holdings and the Borrower, threatened against Holdings or any of its
Subsidiaries (with respect to any matter specified in clause (i) or (ii) above, either individually or in the aggregate) such as could reasonably be expected to have a Material Adverse
Effect.

6.19Intellectual Property, Licenses, Franchises and Formulas

Each
of Holdings and its Subsidiaries owns or holds licenses or other rights to or under all of the patents, patent applications, trademarks, service marks, trademark and service mark
registrations and applications therefor, trade names, copyrights, copyright registrations and applications therefor, trade secrets, proprietary information, computer programs or data bases
(collectively, "Intellectual Property") except where the failure to own or hold such Intellectual Property could not reasonably be expected to result in
a Material Adverse Effect, and has obtained assignments of all franchises, licenses and other rights of whatever nature, regarding Intellectual Property necessary for the present conduct of its
business, without any known conflict with the rights of others, except such conflicts which could not reasonably be expected to have a Material Adverse Effect. Neither Holdings nor any of its
Subsidiaries has knowledge of any existing or threatened claim by any Person contesting the validity, enforceability, use or ownership of the Intellectual Property which could reasonably be expected
to have a Material Adverse Effect, or of any existing state of facts that would support a claim that use by Holdings or any of its Subsidiaries of any such Intellectual Property has infringed or
otherwise violated any proprietary rights of any other Person which could reasonably be expected to have a Material Adverse Effect.

6.20Certain Fees

Except
as disclosed to the Agents prior to the Amendment and Restatement Effective Date, no broker's or finder's fees or commissions or any similar fees or commissions will be payable by
Holdings, the Borrower or any of their Subsidiaries with respect to the incurrence and maintenance of the Obligations, any other transaction contemplated by the Documents or any services rendered in
connection with such transactions.

6.21Security Documents



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6.22Subordination Provisions

The
subordination provisions contained in the Senior Subordinated Note Documents, when executed, are enforceable against the issuer of the respective security and the holders thereof,
and the Loans and all other Obligations entitled to the benefits of any Loan Document and any related guaranty are within the definitions of "Senior Indebtedness" included in such provisions.

6.23Foreign Intercompany Loan Documents

The
Foreign Intercompany Loan Documents and the Foreign Intercompany Loan Security Documents constitute legal, valid and binding obligations of the Persons party thereto (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)) and are in full force and effect and the Foreign Intercompany Loan Security Documents are effective to create the security interests,
if any, purported to be created thereby).

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ARTICLE VII        AFFIRMATIVE COVENANTS

The Borrower and Holdings hereby agree that, so long as any of the Commitments remain in effect, or any Loan or LC Obligation remains outstanding and unpaid or
any other amount is owing to any Lender or the Administrative Agent hereunder, the Borrower and Holdings shall:

7.1Financial Statements

Furnish,
or cause to be furnished, to each Lender:



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7.2Certificates; Other Information

Furnish
to each Lender (or, if specified below, to the Administrative Agent):



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7.3Notices

Promptly
and in any event within three Business Days in the case ofclauses(a),
(d) and (e) below, 30 days in the case ofclauses(b) and (c) below, or one Business Day in the case of clause (f)below after an officer of the Borrower
or of any of its Subsidiaries obtains knowledge thereof, give written notice to the
Administrative Agent (which shall promptly provide a copy of such notice to each Lender) of:



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7.4Conduct of Business and Maintenance of Existence

Continue
to engage in business of the same general type as now conducted by it and preserve, renew and keep in full force and effect its and each Subsidiary's corporate existence and
take all reasonable action to maintain all rights, privileges and franchises material to its and those of each of its Subsidiaries' businesses except to the extent that failure to take any such action
could not in the aggregate reasonably be expected to have a Material Adverse Effect or as otherwise permitted pursuant toSections 8.3and comply and
cause each of its Subsidiaries to comply with all Requirements of Law except to the extent that failure to comply therewith would not in the aggregate reasonably be expected to have a Material Adverse
Effect.

7.5Payment of Obligations

Pay
or discharge or otherwise satisfy at maturity or, to the extent permitted hereby, prior to maturity or before they become delinquent, as the case may be, and cause each of its
Subsidiaries to pay or discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be:



7.6Inspection of Property, Books and Records

Keep,
or cause to be kept, and cause each of its Subsidiaries to keep or cause to be kept, adequate records and books of account, in which complete entries are to be made reflecting its
and their business and financial transactions, such entries to be made in accordance with sound accounting principles consistently applied and permit, and cause each of its Subsidiaries to permit, any
Lender or its respective representatives, at any reasonable time, and from time to time at the reasonable request of such Lender made to the Borrower and upon reasonable notice, to visit and inspect
its and their respective properties, to examine and make copies of and take abstracts from its and their respective records and books of account, and to discuss its and their respective affairs,
finances and accounts with its and their respective principal officers, directors and with the written consent of the Borrower (which consent shall not be required if any Event of Default has occurred
and is continuing), independent public accountants, provided that the Borrower may attend any such meetings (and by this provision the Borrower authorizes such accountants to discuss with the Lenders
and such representatives the affairs, finances and accounts of the Borrower and its Subsidiaries).

7.7ERISA



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7.8Maintenance of Property, Insurance



7.9Environmental Laws



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7.10Use of Proceeds

Use
all proceeds of the Loans as provided inSection 6.8.

7.11Additional Security; Further Assurances



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7.12End of Fiscal Years; Fiscal Quarters

Cause
each of its and its Subsidiaries' annual accounting periods to end on December 31 of each year (each a "Fiscal Year", with
quarterly accounting periods ending on March 31, June 30, September 30, December 31 of each Fiscal Year (each a "Fiscal
Quarter"), unless otherwise required by applicable law.

7.13Maintenance of Corporation Separateness

Holdings
will, and will cause each of its Subsidiaries to, satisfy customary corporate (or other similar) formalities, including the maintenance of corporate (or other similar) records.
Neither Holdings, the Borrower nor any Subsidiary of the Borrower shall make any payment to a creditor of any Huntsman Affiliate in respect of any liability of any of the foregoing, and no bank
account of Holdings or the Borrower shall be commingled with any bank account of any Huntsman Affiliate. Any financial statements distributed to any creditors of Holdings or the Borrower shall, to the
extent permitted by GAAP, clearly establish the corporate separateness of the Huntsman Affiliates from Holdings and each
of Holdings' Subsidiaries. Finally, neither the Borrower nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the corporate existence of
any Huntsman Affiliate on the one hand and of Holdings, the Borrower or any Subsidiary of the Borrower on the other hand being ignored, or in the assets and liabilities of the Borrower or any
Subsidiary of the Borrower being substantively consolidated with those of any Huntsman Affiliate in a bankruptcy, reorganization or other insolvency proceeding.

7.14Foreign Subsidiaries Security



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7.15Certain Fees Indemnity

The
Borrower covenants that it will indemnify the Administrative Agent and each Lender against and hold the Administrative Agent and each Lender harmless from any claim, demand or
liability for broker's or finder's fees or similar fees or commissions alleged to have been incurred in connection with any of the transactions contemplated hereby.

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ARTICLE VIII        NEGATIVE COVENANTS

Holdings and the Borrower hereby covenant and agree that, so long as any of the Commitments remain in effect or any Loan or LC Obligation remains outstanding and
unpaid or any other amount is owing to any Lender or the Administrative Agent hereunder:

8.1Liens

Holdings
and the Borrower will not, and will not permit any of their Subsidiaries to create, incur, assume or suffer to exist or agree to create, incur or assume any Lien in, upon or
with respect to any of its properties or assets (including, without limitation, any securities or debt instruments of any of its Subsidiaries), whether now owned or hereafter acquired, or assign or
otherwise convey any right to receive income to secure any obligation, except for the following Liens (herein referred to as "Permitted Liens"):



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In
connection with the granting of Liens of the type described in clause (c) of thisSection 8.1by the Borrower or any of
its Subsidiaries, at the reasonable request of the Borrower, and at the Borrower's expense, the Administrative Agent or the Collateral Agent shall take (and is hereby authorized to take) any actions
reasonably requested by the Borrower in connection therewith (including, without limitation, by executing appropriate lien releases in favor of the holder or holders of such Liens, in either case
solely with respect to the item or items of equipment or other assets subject to such Liens).

8.2Indebtedness

Holdings
and the Borrower will not, and will not permit any of their Subsidiaries to, incur, create, assume directly or indirectly, or suffer to exist any Indebtedness except:



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8.3Consolidation, Merger, Purchase or Sale of Assets, etc.

Holdings
and the Borrower will not, and will not permit any of their Subsidiaries to, wind up, liquidate or dissolve any of their affairs or enter into any transaction of merger or
consolidation, or convey, sell, lease or otherwise dispose of any of its properties or assets (or, with respect to a transaction involving all or substantially all of the assets of Holdings or the
Borrower, agree to do any of the foregoing at any future time without the Administrative Agent's prior written consent unless the effectiveness of such agreement is conditional upon the consent of the
Administrative Agent) or convey, sell or otherwise dispose of any part of its property or assets, or enter into any Sale and Leaseback Transaction, except that:



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8.4Dividends or Other Distributions

Neither
Holdings, the Borrower nor any of its Subsidiaries will: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock or to the direct or
indirect holders of its

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Capital
Stock (other than (w) dividends or distributions payable solely in such Capital Stock or in options, warrants or other rights to purchase such Capital Stock, (x) dividends and
distributions payable to the Borrower or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or any other Subsidiary having
an interest in such Subsidiary shall receive its proportionate share of such dividend or distribution; provided, however, that (i) dividends and distributions made after the Original Closing
Date to holders of B shares of UK Holdco 1 shall not exceed £500 per annum (or the Dollar Equivalent thereof) and (ii) dividends and distributions effected by TG shall be permitted
only to the extent that there are at such time, no amounts outstanding under the UK Holdco Note, the dividend with respect to its preferred stock has been declared and paid and that such dividends are
limited to 1% of total dividends paid to the Borrower with respect to ordinary shares, and (y) cash distributions to Holdings for distribution to the members of Holdings from time to time to
the extent that the amounts of such distributions do not exceed the amounts to be made pursuant to Section 3.1(d) and 6.4(b) of the Limited Liability Company Agreement of Holdings and/or
Article 5 of the Limited Liability Company Agreement of the Borrower; provided that in no event shall such distribution exceed forty (40%) percent of the hypothetical taxable income of Holdings
if it was a Corporation under the Code ("Tax Distributions"), (ii) purchase, redeem or otherwise acquire or retire for value any Capital Stock of
the Borrower, (iii) make any interest or principal payment on or purchase, defease, redeem, prepay, or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable
redemption date, the Senior Subordinated Notes, the Holdings Zero Coupon Notes or any other Indebtedness that is subordinate or junior in right of payment to the Obligations; provided,however, notwithstanding anything else herein to the contrary, scheduled interest payments on
the Senior Subordinated Notes shall be permitted to the extent required to be paid pursuant to the terms of the Senior Subordinated Note Documents.

8.5Limitation on Certain Restrictions on Subsidiaries

The
Borrower will not, and will not permit any of its Subsidiaries to create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction (other
than pursuant to the Loan Documents) on the ability of any Subsidiary of the Borrower to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other
obligation owed to the Borrower or any of its other Subsidiaries, (ii) make any loans or advances to the Borrower or any of its other Subsidiaries, or (iii) transfer any of its property
or assets to the Borrower or any of its other Subsidiaries, except:



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8.6Issuance of Stock



8.7Loans and Investments

Holdings
and the Borrower will not, and will not permit any Subsidiary to make or own any Investments except:



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8.8Transactions with Affiliates

The
Borrower will not, and the Borrower will not cause or permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related
transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with or for the benefit of any of the Borrower's Affiliates or any
Affiliate of a Subsidiary of Holdings (other than the Borrower), other than (x) the entry by the Borrower and its Subsidiaries into the transactions contemplated by a Permitted Accounts
Receivable Securitization, (y) transactions

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that
are on terms that are fair and reasonable to the Borrower or to any such Subsidiary and that are on terms that are no less favorable to the Borrower or to such Subsidiary than those that might
reasonably have been obtained in a comparable transaction on an arm's-length basis from a Person that is not an Affiliate, and (z) any transaction arising in the ordinary course of business of
the Borrower or of such Subsidiary;provided,however, that with respect to transactions between the
Borrower or any of its Subsidiaries and any of their respective Affiliates arising in the ordinary course of business (including, without limitation, purchase or supply contracts relating to products
or raw materials) a Responsible Officer of the Borrower shall, not later than the date of delivery of the annual Financial Statements, have reviewed the aggregate of such transactions and determined
that, in the aggregate, such transactions are on terms that are fair and reasonable to the Borrower or to such Subsidiary and are no less favorable to the Borrower or to such Subsidiary than those
that might reasonably have been obtained in a comparable transactions on an arm's-length basis from a Person that is not an Affiliate. The foregoing restrictions will not apply to
(1) reasonable and customary directors' fees, indemnification and similar arrangements and payments thereunder; (2) any transaction between the Borrower and any Wholly-Owned Subsidiary
(other than an Unrestricted Subsidiary) of the Borrower or between Wholly-Owned Subsidiaries (other than an Unrestricted Subsidiary) to the extent that any such transaction is otherwise in compliance
with the terms of this Agreement and (3) loans or advances to officers of the Borrower and of its Subsidiaries forbona fidebusiness purposes of
the Borrower or of such Subsidiary not to exceed $1,000,000 in the aggregate at any one time outstanding for the Borrower and its Subsidiaries. The restriction set forth in this Section 8.8will
not apply to the execution and delivery of or payments made under the Limited Liability Company Agreement of Holdings, the
Limited Liability Company Agreement of the Borrower, the Huntsman Agreements or to loans to Holdings permitted bySection 8.7(m).

8.9Lines of Business

Holdings
and the Borrower will not, and will not permit any Subsidiary (other than a Receivables Subsidiary) to enter into or acquire any line of business which is not reasonably related
to the chemical or petrochemical business,provided, that none of Huntsman Finco, TG, UK Holdco 1, UK Holdco 2, Dutch Mixer or any Thai Holding Company
will engage in any business other than (a) holding Capital Stock of its Subsidiaries, (b) in the case of UK Holdco 1 and Huntsman Finco, the borrowing and lending funds pursuant to the
Intercompany Notes and entering into the Foreign Intercompany Loan Documents and (c) in the case of UK Holdco 2, cash management and related treasury activities. Huntsman (Europe) BVBA shall
only engage in activities relating to operations consistent with its nature as a Belgian coordination center;providedthat, in no event shall it
conduct any sales, marketing or manufacturing activities.

8.10Fiscal Year

Neither
Holdings nor the Borrower will change its Fiscal Year.

8.11Limitation on Voluntary Payments and Modifications of Indebtedness; Modifications of Certificate of Incorporation, By-Laws and
Certain Other Agreements; Etc.

Holdings
and the Borrower will not, and will not permit any of their Subsidiaries to:



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The
Administrative Agent agrees that, with respect to any matters required to be reasonably satisfactory or acceptable to it, it shall exercise its reasonable judgment in making, and
shall not unreasonably withhold or delay, such determination.

8.12Accounting Changes

The
Borrower shall not, nor shall it permit any of its Subsidiaries to make or permit to be made any change in accounting policies affecting the presentation of financial statements or
reporting practices from those employed by it on the date hereof, unless (i) such change is required by GAAP, (ii) such change is disclosed to the Lenders through the Administrative
Agent or otherwise and (iii) relevant prior financial statements that are affected by such change are restated (in form and detail satisfactory to the Administrative Agent) as may be required
by GAAP to show comparative results. If any changes in GAAP or the application thereof from that used in the preparation of the financial statements referred to in Section 6.5(a)hereof occur after
the Amendment and Restatement Effective Date and such changes result in, in the sole judgment of the
Administrative Agent, a meaningful change in the calculation of any financial covenants or restrictions set forth in this Agreement, then the parties hereto agree to enter into and diligently pursue
negotiations in order to amend such financial covenants and restrictions so as to equitably reflect such changes, with the desired result that the criteria for evaluating the financial condition and
results of operations of the Borrower and its Subsidiaries shall be the same after such changes as if such changes had not been made.

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8.13Permitted Accounts Receivable Securitization

The
Borrower shall not, nor shall it permit any of its Subsidiaries to, enter into any Receivables Documents other than in connection with a Permitted Accounts Receivable Securitization
(unless such Receivables Documents have been approved by the Administrative Agent or are non-material documentation entered into pursuant to such approved Receivables Documents) or amend
or modify in any material respect which is adverse to the Lenders any of such Receivables Documents unless such amendment or modification has been approved by the Administrative Agent; provided,however, that if the Receivables Documents, after giving effect to such amendment or
modification, would constitute a Permitted Accounts Receivable Securitization, then such approval of the Administrative Agent shall not be required. No Unrestricted Subsidiary may be a Participating
Subsidiary in a Permitted Accounts Receivable Securitization.

ARTICLE IX        FINANCIAL COVENANTS

Holdings and the Borrower hereby agree that, so long as the Commitments remain in effect or any Loan or LC Obligation remains outstanding and unpaid or any other
amount is owing to any Lender or the Administrative Agent hereunder:

9.1Capital Expenditures



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9.2Intentionally Omitted

9.3Interest Coverage Ratio

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

Period

RatioJune 30, 2004

1.70September 30, 2004

1.70December 31, 2004

1.80March 31, 2005

1.85June 30, 2005

1.90September 30, 2005

2.00December 31, 2005

2.50March 31, 2006 and thereafter

2.75


9.4Leverage Ratio

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

Period

RatioJune 30, 2004

7.25September 30, 2004

7.00December 31, 2004

6.75March 31, 2005

6.50June 30, 2005

6.25September 30, 2005

5.50December 31, 2005

4.25March 31, 2006

4.25June 30, 2006

4.00September 30, 2006

4.00December 31, 2006 and thereafter

3.75


9.5Maximum Cash Balances.

At
no time when there are any Domestic Revolving Loans, Multicurrency Revolving Loans or Swing Line Loans outstanding, shall the amount of Cash or Cash Equivalents held by the Borrower
and its Restricted Subsidiaries (or on behalf of the Borrower and its Restricted Subsidiaries) exceed $100,000,000 in the aggregate;provided, however,
amounts in excess of $100,000,000 may be held for up to three (3) Business Days so long as such excess amounts are (a) held to
pay third party obligations of the Borrower and its Restricted Subsidiaries; and (b) are held in an account under the control and dominion of the Collateral Agent on behalf of the Secured
Parties.

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ARTICLE X        EVENTS OF DEFAULT

10.1Events of Default

Any
of the following events, acts, occurrences or states of facts shall constitute an "Event of Default" for purposes of this Agreement:



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If
any of the foregoing Events of Default shall have occurred and be continuing, the Administrative Agent, at the written direction of the Required Lenders, shall take one or more of the
following actions: (i) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to the Borrower declare the Total
Commitments to be terminated whereupon the Total Commitments shall forthwith terminate, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in
writing immediately thereafter) to the Borrower declare all sums then owing by the Borrower hereunder and under the Loan Documents to be forthwith due and payable, whereupon all such sums shall become
and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrower, (iii) terminate any Letter of Credit in
accordance with its terms, (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of any Event of Default specified in Section 10.1(e)orSection 10.1(f)with respect to the Borrower it will pay) to the
Administrative Agent at the Payment Office such additional amount of cash, to be held as security by the Administrative Agent, as is equal to the Assigned Dollar Value of the aggregate Stated Amount
of all Letters of Credit issued for the account of the Borrower and its Subsidiaries and then outstanding, and (v) enforce, as the Administrative Agent (to the extent permitted under the
applicable Security Documents), or direct the Collateral Agent to enforce pursuant to the Security Documents, as the case may be, all of the Liens and security interests created pursuant to the
Security Documents. In cases of any occurrence of any Event of Default described inSection 10.1(e)or Section 10.1(f)with respect to the
Borrower, the Loans, together with accrued interest thereon, shall become due and payable forthwith without
the requirement of any such

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acceleration
or request, and without presentment, demand, protest or other notice of any kind, all of which are expressly waived by the Borrower, any provision of this Agreement or any other Loan
Document to the contrary notwithstanding, and other amounts payable by the Borrower hereunder shall also become immediately due and payable all without notice of any kind.

Anything
in thisSection 10.1to the contrary notwithstanding, the Administrative Agent shall, at the request of the Required
Lenders, rescind and annul any acceleration of the Loans by written instrument filed with the Borrower; provided that at the time such acceleration is so rescinded and annulled: (A) all past
due interest and principal (other than principal due solely as a result of such acceleration), if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall
have been duly paid, and (B) no other Event of Default shall have occurred and be continuing which shall not have been waived in accordance with the provisions of Section 12.1hereof. Upon any
such rescission and annulment, the Administrative Agent shall return to the Borrower any cash collateral delivered
pursuant to the preceding paragraph.

10.2Rights Not Exclusive

The
rights provided for in this Agreement and the other Loan Documents are cumulative and are not exclusive of any other rights, powers, privileges or remedies provided by law or in
equity, or under any other instrument, document or agreement now existing or hereafter arising.

ARTICLE XI        THE ADMINISTRATIVE AGENT

In thisArticle XI, the Lenders agree among themselves as follows:

11.1Appointment

The
Lenders hereby appoint DBTCA as the Administrative Agent (for purposes of thisArticle XI, the term "Administrative Agent"
shall, except for purposes ofSection 11.9, include DBTCA in its capacity as the Administrative Agent pursuant to the Security Documents) to act
as specified herein and in the other Loan Documents. Each Lender hereby irrevocably authorizes and each holder of any Note by the acceptance of such Note shall be deemed to irrevocably authorize the
Administrative Agent to take such action on its behalf under the provisions hereof, the other Loan Documents (including, without limitation, to give notices and take such actions on behalf of the
Required Lenders as are consented to in writing by the Required Lenders or all Lenders, as the case may be) and any other instruments, documents and agreements referred to herein or therein and to
exercise such powers hereunder and thereunder as are specifically delegated to the Administrative Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The
Administrative Agent may perform any of its duties hereunder and under the other Loan Documents, by or through its officers, directors, Administrative Agents employees or affiliates.

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11.2Nature of Duties



11.3Exculpation, Rights Etc.

Neither
the Administrative Agent nor any of its officers, directors, agents, employees or affiliates shall be liable to any Lender for any action taken or omitted by them hereunder or
under any of the other Loan Documents, or in connection herewith or therewith, unless caused by its or their gross negligence or willful misconduct. The Administrative Agent shall not be responsible
to any Lender for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, enforceability, collectibility, or sufficiency of any of
the Loan Documents or any other document or the financial condition of the Borrower. The Administrative Agent shall not be required to make any inquiry concerning either the performance or observance
of any of the terms, provisions or conditions of this Agreement or any of the Loan Documents or any other document or the financial condition of the Borrower, or the existence or possible existence of
any Unmatured Event of Default or Event of Default unless requested to do so by the Required Lenders. The Administrative Agent may at any time request instructions from the Lenders with respect to any
actions or approvals (including the failure to act or approve) which by the terms of any of the Loan Documents, the Administrative Agent is permitted or required to take or to grant, and if such
instructions are requested, the Administrative Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any
Person for refraining from any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the Required Lenders. Without limiting the
foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent

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acting,
approving or refraining from acting or approving under any of the Loan Documents in accordance with the instructions of the Required Lenders or, to the extent required by Section 12.1, all of the
Lenders.

11.4Reliance

The
Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any notice, writing, resolution notice, statement, certificate, order or other document
or any telephone, telex, teletype or telecopier message believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all matters pertaining
herein or to any of the other Loan Documents and its duties hereunder or thereunder, upon advice of counsel selected by the Administrative Agent.

11.5Indemnification

To
the extent the Administrative Agent is not reimbursed and indemnified by the Borrower, the Lenders will reimburse and indemnify the Administrative Agent for and against any and all
liabilities, obligations, losses, damages, claims, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or
asserted against the Administrative Agent, acting pursuant hereto in such capacity, in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or
omitted by the Administrative Agent under this Agreement or any of the other Loan Documents, in proportion to
each Lender's Aggregate Pro Rata Share of the Total Commitment;provided,however, that no Lender shall
be liable for any portion of such liabilities, obligations, losses, damages, claims, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent's
gross negligence or willful misconduct. The obligations of the Lenders under thisSection 11.5shall survive the payment in full of the Notes and
the termination of this Agreement.

For
purposes of thisSection 11.5, "Aggregate Pro Rata Share" means, when used with reference to any Lender and any described
aggregate or total amount, an amount equal to the result obtained by multiplying such desired aggregate or total amount by a fraction the numerator of which shall be the aggregate principal amount of
such Lender's Domestic Revolving Loan, Multicurrency Revolving Loan, Term B Dollar Loan and Term B Euro Loan, the denominator of which shall be aggregate of all of the Loans outstanding hereunder.

11.6The Administrative Agent In Its Individual Capacity

With
respect to its Loans and Commitments (and its Domestic Revolver Pro Rata Share, Multicurrency Revolver Pro Rata Share, Term B Dollar Pro Rata Share, and Term B Euro Pro Rata Share,
as applicable, thereof), the Administrative Agent shall have and may exercise the same rights and powers hereunder and is subject to the same obligations and liabilities as and to the extent set forth
herein for any other Lender or holder of Obligations. The terms "Lenders", "holder of Obligations" or "Required Lenders" or any similar terms shall, unless the context clearly otherwise indicates,
include the Administrative Agent in its individual capacity as a Lender, one of the Required Lenders or a holder of Obligations. The Administrative Agent may accept deposits from, lend money to, and
generally engage in any kind of banking, trust or other business with the Borrower or any Subsidiary or affiliate of the Borrower as if it were not acting as the Administrative Agent hereunder or
under any other Loan Document, including, without limitation, the acceptance of fees or other consideration for services without having to account for the same to any of the Lenders.

11.7Notice of Default

The
Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Event of Default or Unmatured Event of Default hereunder unless the Administrative Agent
has received written notice from a Lender or the Borrower referring to this Agreement describing such

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Event
of Default or Unmatured Event of Default and stating that such notice is a "notice of default". In the event that the Administrative Agent receives such a notice, the Administrative Agent shall
give prompt notice thereof to the Lenders.

11.8Holders of Obligations

The
Administrative Agent may deem and treat the payee of any Obligation as reflected on the books and records of the Administrative Agent as the owner thereof for all purposes hereof
unless and until a written notice of the assignment or transfer thereof shall have been filed with the Administrative Agent pursuant to Section 12.8(c). Any request, authority or consent of any
Person who, at the time of making such request or giving such authority or consent, is
the holder of any Obligation shall be conclusive and binding on any subsequent holder, transferee or assignee of such Obligation or of any Obligation or Obligations granted in exchange therefor.

11.9Resignation by the Administrative Agent



11.10The Administrative Agent as English Trustee



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11.11The Co-Lead Arrangers, Joint Book Runners, Co-Syndication Agents and Co-Documentation
Agents.Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Co-Lead Arrangers, Joint Book
Runners, Co-Syndication Agents and Co-Documentation Agents are named as such for recognition purposes only, and in their respective capacities as such shall have no powers,
duties, responsibilities or liabilities with respect to this Agreement or the other Loan Documents or the transactions contemplated hereby and thereby; it being understood and agreed that the
Co-Lead Arrangers, Joint Book Runners, Co-Syndication Agents and Co-Documentation Agents shall be entitled to all indemnification and reimbursement rights in favor
of "Agents" as provided for underSection 11.5. Without limitation of the foregoing, none of Co-Lead Arrangers, Joint Book Runners,
Co-Syndication Agents and Co-Documentation Agents shall, solely by reason of this Agreement or any other Loan Documents, have any fiduciary relationship in respect of any
Lender or any other Person.

ARTICLE XII        MISCELLANEOUS

12.1No Waiver; Modifications in Writing



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12.2Further Assurances

The
Borrower agrees to do such further acts and things and to execute and deliver to the Administrative Agent such additional assignments, agreements, powers and instruments, as the
Administrative Agent may reasonably require or deem advisable to carry into effect the purposes of this Agreement or any of the Loan Documents or to better assure and confirm unto the Administrative
Agent its rights, powers and remedies hereunder.

12.3Notices, Etc

Except
where oral or 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 deposit in registered or certified mail,
postage prepaid, and otherwise on the date 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 other methods provided above, all in accordance with the provisions of this Section 12.3. Unless otherwise specified in a notice
sent or delivered in accordance with the foregoing provisions of this Section 12.3, notices, demands, instructions and other communications in writing shall be given to or made upon the respective
parties hereto at
their respective addresses (or to their respective telecopier numbers) indicated onSchedule 12.3or, in the case of any Assignee, in the
applicable Assignment and Assumption Agreement and, in the case of telephonic instructions or notices, by calling the telephone number or numbers indicated for such party on its signature page to this
Agreement or such Assignment and Assumption Agreement, as the case may be.

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12.4Costs, Expenses and Taxes



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12.5Confirmations

Each
of the Borrower and each holder of any portion of the Obligations agrees from time to time, upon written request received by it from the other, to confirm to the other in writing
(with a copy of each such confirmation to the Administrative Agent) the aggregate unpaid principal amount of the Loan or Loans and other Obligations then outstanding.

12.6Adjustment; Setoff



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12.7Execution in Counterparts

This
Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall
be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement. Delivery of an executed counterpart of a signature page of this Agreement by
telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

12.8Binding Effect; Assignment; Addition and Substitution of Lenders



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12.9CONSENT TO JURISDICTION; MUTUAL WAIVER OF JURY TRIAL



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12.10GOVERNING LAW

THIS AGREEMENT AND EACH NOTE 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.

12.11Severability of Provisions

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 hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

12.12Headings

The
Table of Contents and Article and Section headings used in this Agreement are for convenience of reference only and shall not affect the construction of this Agreement.

12.13Termination of Agreement

This
Agreement shall terminate when the Commitment of each Lender has terminated and all outstanding Obligations and Loans have been paid in full and all Letters of Credit have expired
or been terminated;provided,however, that the rights and remedies of the Administrative Agent and each
Lender with respect to any representation and warranty made by the Borrower pursuant to this Agreement or any other Loan Document, and the indemnification provisions contained in this
Agreement and any other Loan Document, shall be continuing and shall survive any termination of this Agreement or any other Loan Document.

12.14Confidentiality

Each
of the Lenders severally agrees to keep confidential all non-public information pertaining to the Borrower and its Subsidiaries and their respective predecessors in
interest which is provided to it by any such parties in accordance with such Lender's customary procedures for handling confidential

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information
of this nature and in a prudent fashion, and shall not disclose such information to any Person except (i) to the extent such information is public when received by such Lender or
becomes public thereafter due to the act or omission of any party other than a Lender, (ii) to the extent such information is independently obtained from a source other than the Borrower or its
Subsidiaries and such information from such source is not, to such Lender's knowledge, subject to an obligation of confidentiality or, if such information is subject to an obligation of
confidentiality, that disclosure of such information is permitted, (iii) to an Affiliate of such Lender (or its investment advisor), counsel, auditors, ratings agencies, examiners of any
regulatory authority having or asserting jurisdiction over such Lender, accountants and other consultants retained by the Administrative Agent or any Lender, (iv) in connection with any
litigation or the enforcement of the rights of any Lender or the Administrative Agent under this Agreement or any other Loan Document, (v) to the extent required by any applicable statute, rule
or regulation or court order (including, without limitation, by way of subpoena) or pursuant to the request of any Governmental Authority having or asserting jurisdiction over any Lender or the
Administrative Agent; provided, however, that in such event, if the Lender(s) are able to do so, the Lender shall provide the Borrower with prompt notice of such requested disclosure so that the
Borrower may seek a protective order or other appropriate remedy, and, in any event, the Lenders will endeavor in good faith to provide only that portion of such information which, in the reasonable
judgment of the Lender(s), is relevant and legally required to be provided, (vi) to any direct or indirect contractual counterparty in swap agreements or such contractual counterparty's
professional advisors (so long as such contractual counterparty and its professional advisors agree to be bound by the provisions of this Section 12.14), or (vii) to the extent disclosure to
other entities is appropriate in connection with any proposed or actual assignment or
grant of a participation by any of the Lenders of interests in this Agreement and/or any of the other Loan Documents to such other entities (who will in turn be required to maintain confidentiality as
if they were Lenders parties to this Agreement). In no event shall the Administrative Agent or any Lender be obligated or required to return any such information or other materials furnished by the
Borrower.

12.15Concerning the Collateral and the Loan Documents



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12.16Effectiveness

This
Agreement shall become effective on the date (the "Amendment and Restatement Effective Date") on which the Borrower, Holdings and
each of the Lenders shall have signed a counterpart of this Agreement (whether the same or different counterparts) and shall have delivered the same to the Administrative Agent at the Notice Office
(or to the Administrative Agent's counsel as directed by such counsel) or, in the case of the Lenders, shall have given to the Administrative Agent telephonic (confirmed in writing), written, telex or
facsimile notice (actually received) at such office or the office of the Administrative Agent's counsel that the same has been signed and mailed to it. The Administrative Agent will give the Borrower,
Holdings and each Lender prompt written notice of the occurrence of the Amendment and Restatement Effective Date

12.17Registry

The
Borrower hereby designates the Administrative Agent to serve as the Borrower's agent, solely for purposes of thisSection 12.17to maintain a register (the "Register") on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the
Lenders and each repayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower's
obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such
Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such
recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any
Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption
Agreement pursuant toSection 12.8(c). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent
for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such
Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new
Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or
incurred by the Administrative Agent in performing its duties under thisSection 12.17.

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12.18Accounts Receivable Securitization

By
its execution of this Agreement, each Lender agrees, for the benefit of the holders from time to time of interests in trade receivables under the Permitted Accounts Receivables
Securitization not to:



12.19Amendment and Restatement

On
and after the Amendment and Restatement Effective Date, this Agreement will automatically and without further action of any kind amend and restate in its entirety the Original Credit
Agreement and, upon the Amendment and Restatement Effective Date the terms and provisions of the Original Credit Agreement shall, subject to this Section 12.19, be superseded hereby and thereby and
the Commitments (as defined in the Original Credit Agreement) of each Lender who is not a
party to this Agreement shall terminate in their entirety on the Amendment and Restatement Effective Date; provided, however, that notwithstanding the amendment and restatement of the Original Credit
Agreement by this Agreement, the Borrower shall continue to be liable to the Administrative Agent, each Indemnified Person and each Lender (each as defined in the Original Credit Agreement) (the
"Original Credit Agreement Persons") with respect to the agreements of the Borrower inSections 3.5, 3.6, 11.5 and
12.4of the Original Credit Agreement;provided,however, notwithstanding
anything else in this Agreement to the contrary, if for any reason this Agreement is not legally sufficient to constitute an amendment and restatement of the Original Credit Agreement, then this
Agreement shall constitute a new credit facility and shall be deemed to refinance in full the "Obligations" (as defined under the Original Credit Agreement) under the Original Credit Agreement.

ARTICLE XIII        HOLDINGS GUARANTY

13.1The Guaranty

In
order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the
Loans and the issuance of the Letters of Credit, Holdings hereby agrees with the Lenders as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as
surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Obligations of the Borrower and its Subsidiaries to the Guaranteed
Creditors. If any or all

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of
the Guaranteed Obligations of the Borrower or its Subsidiaries to the Guaranteed Creditors becomes due and payable hereunder, Holdings unconditionally promises to pay such indebtedness to the
Administrative Agent and/or the Lenders, or order, on demand, together with any and all expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Guaranteed
Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the
aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property
or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower or any of its Subsidiaries), then and in such event Holdings agrees
that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Guaranty or other instrument evidencing any liability of the
Borrower or any of its Subsidiaries, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never
originally been received by any such payee.

13.2Insolvency

Additionally,
Holdings unconditionally and irrevocably guarantees the payment of any and all of the Guaranteed Obligations of the Borrower and its Subsidiaries to the Guaranteed
Creditors whether or not due or payable by the Borrower or such Subsidiary upon the occurrence of any of the events specified inSections 10.1(e)or (f),
and unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, in lawful money of the United States.

13.3Nature of Liability

The
liability of Holdings hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of the Borrower or any of its Subsidiaries whether
executed by Holdings, any other guarantor or by any other party, and the liability of Holdings hereunder is not affected or impaired by (a) any direction as to application of payment by the
Borrower or any of its Subsidiaries or by any other party; or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the
Guaranteed Obligations of the Borrower or any of its Subsidiaries; or (c) any payment on or in reduction of any such other guaranty or undertaking; or (d) any dissolution, termination or
increase, decrease or change in personnel by the
Borrower; or (e) any payment made to any Guaranteed Creditor on the Guaranteed Obligations which any such Guaranteed Creditor repays to the Borrower or any of its Subsidiaries pursuant to court
order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and Holdings waives any right to the deferral or modification of its obligations hereunder by reason
of any such proceeding.

13.4Independent Obligation

The
obligations of Holdings hereunder are independent of the obligations of any other guarantor, any other party, the Borrower or any of its Subsidiaries, and a separate action or
actions may be brought and prosecuted against Holdings whether or not action is brought against any other guarantor, any other party or the Borrower or any of its Subsidiaries and whether or not any
other guarantor, any other party or the Borrower or any of its Subsidiaries be joined in any such action or actions. Holdings waives, to the full extent permitted by law, the benefit of any statute of
limitations affecting its liability hereunder or the enforcement thereof. Any payment by the Borrower or any of its Subsidiaries or other circumstance which operates to toll any statute of limitations
as to the Borrower or any of its Subsidiaries shall operate to toll the statute of limitations as to any Guarantor.

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13.5Authorization

Holdings
authorizes the Guaranteed Creditors without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its
liability hereunder, from time to time to:



13.6Reliance

It
is not necessary for any Guaranteed Creditor to inquire into the capacity or powers of the Borrower or any of its Subsidiaries or the officers, directors, partners or agents acting or
purporting to act on their behalf, and any Guaranteed Obligations made or created in reliance upon the professed exercise of such powers shall be guaranteed hereunder.

13.7Subordination

Any
of the indebtedness of the Borrower and its Subsidiaries relating to the Guaranteed Obligations now or hereafter owing to Holdings is hereby subordinated to the Guaranteed
Obligations of the Borrower and its Subsidiaries owing to the Guaranteed Creditors; and if the Administrative Agent so requests at a time when an Event of Default shall have occurred and is
continuing, all such indebtedness relating to the Guaranteed Obligations of the Borrower and its Subsidiaries to Holdings shall be collected, enforced and received by Holdings for the benefit of the
Guaranteed Creditors and be paid over to the Administrative Agent on behalf of the Guaranteed Creditors on account of the

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Guaranteed
Obligations of the Borrower to the Guaranteed Creditors, but without affecting or impairing in any manner the liability of Holdings under the other provisions of this Guaranty. Prior to the
transfer by Holdings of any note or negotiable instrument evidencing any of the indebtedness relating to the Guaranteed Obligations of the Borrower and its Subsidiaries to Holdings, Holdings shall
mark such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, Holdings hereby agrees with the Guaranteed
Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guaranty (whether contractual, under Section 509 of the Bankruptcy Code
or otherwise) until all Guaranteed Obligations have been irrevocably paid in full in cash.

13.8Waiver



13.9Nature of Liability

It
is the desire and intent of Holdings and the Lenders that this Guaranty shall be enforced against Holdings to the fullest extent permissible under the laws and public policies applied
in each jurisdiction in which enforcement is sought. If, however, and to the extent that, the obligations of Holdings under this Guaranty shall be adjudicated to be invalid or unenforceable for any
reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers), then the amount of the Guaranteed Obligations of Holdings shall
be deemed to be reduced and Holdings shall pay the maximum amount of the Guaranteed Obligations which would be permissible under applicable law.

[signature
pages follow]

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

| |  | HUNTSMAN INTERNATIONAL HOLDINGS LLC                                                      
| |  | -----------------------------------------------------------------------------------------
| |  | By:                                                                                      
| |  | Name: Sean Douglas
Title: Vice President and Treasurer                                   
| |  | HUNTSMAN INTERNATIONAL LLC                                                               
| |  | By:                                                                                      
| |  | Name: Sean Douglas
Title: Vice President and Treasurer                                   
| |  | DEUTSCHE BANK TRUST COMPANY AMERICAS,individually as a Lender and as Administrative Agent
| |  | By:                                                                                      
| |  | Name: Mary Kay Coyle
Title: Managing Director                                            

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