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Exhibit 10.28    
  


EXECUTION COPY  


 
  FIRST AMENDMENT TO SERIES 2001-1 SUPPLEMENT    
  


        This First Amendment to Series 2001-1 Supplement, dated as of October 21, 2002 (this
"Amendment"), is among HUNTSMAN RECEIVABLES FINANCE LLC, a limited liability company organized under the laws of the State of Delaware (the
"Company"), HUNTSMAN (EUROPE) BVBA, a company organized under the laws of Belgium (in its capacity as master servicer, the
"Master Servicer") and J.P. MORGAN BANK (IRELAND) PLC, (f/k/a CHASE MANHATTAN BANK (IRELAND) plc), a banking institution organized under the laws of
Ireland, not in its individual capacity, but solely as trustee (in such capacity, the "Master Trustee"). 


        WHEREAS,
the parties hereto have previously entered into Amended and Restated Pooling Agreement, dated as of June 26, 2001 (the "Pooling
Agreement"); 


        WHEREAS,
the parties hereto have previously entered into that certain Series 2001-1 Supplement to the Pooling Agreement (the
"Supplement") 


        WHEREAS,
pursuant to Section 9.05 of the Supplement, the Supplement may be amended (i) in writing from time to time by the Master Servicer, the Company and the Master
Trustee with the written consent of the Funding Agent under certain circumstances; 


        WHEREAS,
the parties hereto desire to amend the Supplement as set forth herein in connection with the addition of originators of receivables to the master trust securitization
contemplated by the Pooling Agreement; 


        NOW,
THEREFORE, the Company, the Master Servicer and the Trustee, with the consent of the Funding Agent, hereby agree as follows: 



        1.    Capitalized
terms used but not defined herein shall have the meanings ascribed to them in the Pooling Agreement. 


        2.    The
definition of "Series 2001-1 Minimum Ratio" set forth in Section 1.01 of the Supplement shall be amended by deleting, in its entirety, the
definition of "c" as used in the formula to compute "MR," and replacing it with the following. 




"c =
with respect to Series 2001-1 Class A-1 Certificates, 14.5%, with respect to the Series 2001-1 Class A-2
Certificates, 14.5% and with respect to Series 2001-1 Class B Certificates, 12.5%, provided that if Moody's rates the senior unsecured long-term debt obligations
of the Servicer Guarantor "B2" or better for a continuous period of 6 months, such percentages shall, with the consent of Moody's, be reduced as follows: the percentage with respect to the
Series 2001-1 Class A-1 Certificates shall be reduced to 13.5%, the percentage with respect to the Series 2001-1 Class A-2
Certificates shall be reduced to 13.5% and the percentage with respect to the Series 2001-1 Class B Certificates shall be reduced to 11.5%." 





        3.    Except
as expressly amended by this Amendment, the Supplement is ratified and confirmed in all respects and the terms, provisions and conditions thereof are and shall
remain in full force and effect. 


        4.    THIS
AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. 


        5.    The
headings of the paragraphs contained in this Amendment are provided for convenience only. They form no part of this Amendment and shall not affect its construction or
interpretation. All references to sections or subsections herein refer to sections or subsections of the Supplement, as amended hereby. 










        6.    This
Amendment may be executed in counterparts by the parties hereto, and each such counterpart shall be considered an original and all such counterparts shall constitute
one and the same instrument. 



[SIGNATURE
PAGE FOLLOWS] 






        This
First Amendment to Series 2001-1 Supplement shall amend the Supplement effective as of the date hereof. 



	By:	HUNTSMAN RECEIVABLES FINANCE LLC,

as the Company	 	By:	HUNTSMAN (EUROPE) BVBA,

as Master Servicer
	



	

 	
 	

 	

 
	By:	/s/  PETER R. HUNTSMAN      
 Authorized Signatory	 	By:	/s/  J. KIMO ESPLIN      
 Authorized Signatory
	

 	

Name: Peter R. Huntsman

Title: President	
 	

 	

Name: J. Kimo Esplin

Title: Manager
	



	

 	
 	

 	

 
	By:	J.P. MORGAN BANK (IRELAND) PLC,

not in its individual capacity but solely as Trustee	 	 	 
	



	

 	
 	

 	

 
	By:	/s/  DEAN FLETCHER      
 Authorized Signatory	 	 	 
	

 	

Name: Dean Fletcher

Title: Director	
 	

 	

 











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Exhibit 10.28


FIRST AMENDMENT TO SERIES 2001-1 SUPPLEMENT