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Exhibit 10.42

EXECUTION COPY

SEVENTH AMENDMENT

        This SEVENTH AMENDMENT (this "Amendment"), dated as of October 17, 2003, is entered into by and among Huntsman International LLC (f/k/a Huntsman ICI Chemicals LLC), a Delaware limited liability company (the "Borrower"), Huntsman International Holdings LLC (f/k/a Huntsman ICI Holdings LLC), a Delaware limited liability company ("Holdings"), the undersigned financial institutions, including Deutsche Bank Trust Company Americas (formerly named Bankers Trust Company), in their capacities as lenders hereunder (collectively, the "Lenders," and each individually, a "Lender"), Deutsche Bank Trust Company Americas (formerly named Bankers Trust Company), as Lead Arranger, Administrative Agent ("Administrative Agent") for the Lenders and Sole Book Manager, Goldman Sachs Credit Partners L.P., as Syndication Agent and Co-Arranger and JPMorgan Chase Bank (as successor to The Chase Manhattan Bank) and UBS Warburg LLC (as successor to Warburg Dillon Read), as Co-Arrangers and as Co-Documentation Agents (collectively, the "Agents" and each individually, an "Agent"). Terms used herein and not otherwise defined herein shall have the same meanings as specified in the Credit Agreement (as defined below).

RECITALS:

        A.    The Borrower, Holdings, the Lenders, the Agents and the Administrative Agent have heretofore entered into that certain Credit Agreement dated as of June 30, 1999, as amended by that certain First Amendment dated as of December 21, 2000, that certain Second Amendment dated as of March 5, 2001, that certain Third Amendment dated as of November 30, 2001, that certain Fourth Amendment dated as of March 15, 2002, that certain Fifth Amendment dated as of February 7, 2003 and that certain Sixth Amendment dated as of April 9, 2003 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement").

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

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

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

        SECTION 1.    Amendment of Credit Agreement.    

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


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Date

  Scheduled Term B Loan
Principal Payment

June 30, 2005   1% of principal amount on Additional Term Loan Borrowing Date
June 30, 2006   1% of principal amount on Additional Term Loan Borrowing Date
Term B Loan Maturity Date   The aggregate principal amount of Term B Loans then outstanding
Date

  Scheduled Term C Loan
Principal Payment

June 30, 2005   1% of principal amount on Additional Term Loan Borrowing Date
June 30, 2006   1% of principal amount on Additional Term Loan Borrowing Date
June 30, 2007   1% of principal amount on Additional Term Loan Borrowing Date
Term C Loan Maturity Date   The aggregate principal amount of Term C Loans then outstanding

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4


5


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Period

  Ratio
July 1, 2003 to September 30, 2003   1.35 to 1.0
October 1, 2003 to December 31, 2003   1.30 to 1.0
January 1, 2004 to March 31, 2004   1.25 to 1.0
April 1, 2004 to June 30, 2004   1.30 to 1.0
July 1, 2004 to September 30, 2004   1.40 to 1.0
October 1, 2004 to December 31, 2004   1.50 to 1.0
January 1, 2005 and thereafter   2.75 to 1.0
Period

  Ratio
July 1, 2003 to September 30, 2003   8.00 to 1.0
October 1, 2003 to December 31, 2003   8.40 to 1.0
January 1, 2004 to March 31, 2004   8.80 to 1.0
April 1, 2004 to June 30, 2004   8.50 to 1.0
July 1, 2004 to September 30, 2004   7.75 to 1.0
October 1, 2004 to December 31, 2004   6.75 to 1.0
January 1, 2005 and thereafter   3.75 to 1.0

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        SECTION 2.    Conditions to Effectiveness of the Amendment.    The provisions of this Amendment shall become effective upon the date of the satisfaction of all of the conditions set forth in this Section 2 (the "Seventh Amendment Effective Date"; provided that upon such date, the Credit Agreement shall be deemed amended as of September 30, 2003):

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

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

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

        SECTION 4.    Fees, Costs and Expenses.    (a) Borrower agrees to pay a fee to the Administrative Agent on or prior to the Seventh Amendment Effective Date on behalf of each Lender which has executed and delivered this Amendment on or prior to 5:00 p.m. E.S.T. on October 16, 2003 equal to

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.125% times the sum of the Domestic Revolving Commitment, Multicurrency Revolving Commitment and outstanding Term Loans of such Lender as in effect under the Credit Agreement on the Seventh Amendment Effective Date, such fee to be due and payable on the Seventh Amendment Effective Date; and (b) Borrower also agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the negotiation, preparation, printing, typing, reproduction, execution and delivery of this Amendment and all other documents furnished pursuant hereto or in connection herewith, including without limitation, the reasonable fees and out-of-pocket expenses of Winston & Strawn, special counsel to Administrative Agent and any local counsel retained by Administrative Agent relative thereto or the reasonable allocated costs of staff counsel as well as the fees and out-of-pocket expenses of counsel, independent public accountants and other outside experts retained by Administrative Agent in connection with the administration of this Amendment.

        SECTION 5.    Miscellaneous.    

[signature page follows]

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

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EXHIBIT A
FORM OF ADDITIONAL TERM C COMMITMENT AGREEMENT

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EXHIBIT B
NEW SCHEDULE 1.1(e)

Schedule 1.1(e)

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

 
  Polyurethanes
  Surface
Sciences

  Pigments
  Total
Cash Costs   25   15   20   60

Non Cash Costs

 

9

 

16

 


 

25

Total

 

34

 

31

 

20

 

85

*
The amounts set forth above are estimates and are not intended to restrict the Borrower's ability to allocate Permitted Restructuring Charges between the above listed categories provided that during the Fiscal Years 2003 and 2004, the aggregate amount for all such restructuring charges to not exceed $85, of which no more than $60 may be cash or payable in cash.

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EXHIBIT C
FORM OF NOTICE OF TERM LOAN A EXCHANGE

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