Exhibit 10.40


 


EXECUTION COPY


 


FIFTH AMENDMENT

dated as of March 14, 2006


 


between


 


HUNTSMAN RECEIVABLES FINANCE LLC,

as
Company


 


HUNTSMAN (EUROPE), BVBA,

as
Master Servicer


 


JPMORGAN CHASE BANK, N.A.

as
Funding Agent


 


and


 


J.P. MORGAN (IRELAND) plc,

as
Trustee


 


SERIES 2000-1 SUPPLEMENT

Dated as of December 21, 2000


 


SIDLEY AUSTIN


WOOLGATE EXCHANGE


25 BASINGHALL STREET


LONDON EC2V 5HA


TELEPHONE 020 7360 3600


FACSIMILE 020 7626 7937


REF:  DDD
/30508-30240


 

















 


THIS
FIFTH AMENDMENT, dated as of March 14, 2006 (the “Amendment”)
between Huntsman Receivables Finance LLC (the “Company”), a Delaware limited
liability company, Huntsman (Europe) BVBA (the “Master Servicer”), JPMorgan
Chase Bank, N.A., successor-in-interest to The Chase Manhattan Bank, as funding
agent for the Series 2000-1 Purchasers (the “Funding Agent”) and J.P.
Morgan (Ireland) plc, successor-in-interest to Chase Manhattan Bank (Ireland) plc,
as trustee (the “Trustee”) modifies the Series 2000-1 Supplement dated
as of December 21, 2000, as amended from time to time (the “Supplement”),
which supplements the Amended and Restated Pooling Agreement, dated as of June 26,
2001, as amended from time to time (the “Pooling Agreement” and,
together with the Supplement, the “Agreement”) between the Company, the
Master Servicer and the Trustee.


 


WHEREAS,
the parties hereto (the “Parties”) wish to amend the Supplement;


 


WHEREAS, pursuant to Series 2000-1
Transfer Supplement, dated April 16, 2004, Park Avenue Receivables Company
LLC assigned its rights obligations and commitment under the Agreement to
Jupiter Securitization Corporation;


 


WHEREAS,
Section 10.01 of the Pooling Agreement permits the amendment of the
Supplement upon the terms and conditions specified therein;


 


WHEREAS,
Section 11.07(b) of the Supplement permits the amendment of
the Supplement with the prior written notice to and written consent of the
Funding Agent and all the Series 2000-1 Purchasers to add any provisions
to or change, in any manner, any of the provisions of the Supplement;


 


WHEREAS,
the prior written consent of the Funding Agent is a condition to the
effectiveness of this Amendment; and


 


WHEREAS,
the Parties have provided prior written notice of the Amendment to the Series 2000-1
Rating Agencies in accordance with the requirements of Section 11.07(c)(ii) of
the Supplement;


 


NOW,
THEREFORE, the Parties agree that the Supplement is hereby amended effective as
of the date hereof and the Parties agree hereto as follows:


 


Section 1.                                            Definitions. Capitalized terms used but not defined herein shall have the meaning
assigned to such term in Annex X to the Pooling Agreement.


 


Section 2.                                            Amendment.


 


(a)                                  Section 5.02 of the Supplement is hereby amended by deleting
the phrase “March 31, 2006” and replacing such phrase with “September 30,
2006”.


 


Section 3.                                            Ratification of Supplement. The Supplement, as amended hereby, is in all
respects ratified and confirmed.


 


Section 4.                                            Waiver of Notice by Funding Agent. The Funding Agent hereby waives any prior
notice and any notice period that may be required in connection with the execution
of this Amendment by the Pooling Agreement or the Supplement.


 


Section 5.                                            Waiver of Notice by All Parties. Each of the Parties waives any prior


 

















 


notice and any notice period
that may be required by any other agreement or document in connection with
the execution of this Amendment.


 


Section 6.                                            GOVERNING LAW. THIS AMENDMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK,
WITHOUT REFERENCE TO ANY CONFLICT OF LAW PRINCIPLES.


 


Section 7.                                            Counterparts. This Amendment may be executed in any number of counterparts, each
of which so executed shall be deemed to be an original, but all of such counterparts
shall together constitute but one and the same instrument.


 


Section 8.                                            Headings. The headings of Sections contained in this Amendment are provided for
convenience only. They form no part of this Amendment or the
Supplement and shall not affect the construction or interpretation of this
Amendment or Supplement or any provisions hereof or thereof.


 


[Remainder of Page Intentionally Left Blank]


 


2

















 


IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date set
forth on the first page hereof.


 


	
  HUNTSMAN RECEIVABLES FINANCE
  LLC,

  
	
  as Company

  
	
   

  	
   

  
	
  By:

  	
  /s/
  SEAN DOUGLAS

  	
   

  
	
   

  	
  Name:
  Sean Douglas

  
	
   

  	
  Title:
  V.P.

  



 


	
  HUNTSMAN (EUROPE) BVBA,

  as Master Servicer

  
	
   

  	
   

  
	
  By:

  	
  /s/
  F. DE CANNIERE

  	
   

  
	
   

  	
  Name:
  F. de Canniere

  Title: Director

  



 


	
  J.P. MORGAN (IRELAND) plc,

  not in its individual capacity but solely as Trustee

  
	
   

  	
   

  
	
  By:

  	
  /s/
  [Illegible]

  	
   

  
	
   

  	
  Name:

  Title:

  



 


	
  JPMORGAN CHASE BANK, N.A. ,

  as Funding Agent

  
	
   

  	
   

  
	
  By:

  	
  /s/
  PEDRAM MAZAHERI

  	
   

  
	
   

  	
  Name:  Pedram Mazaheri

  Title:  Vice President

  



 


	
  CONSENTED AND ACKNOWLEDGED:

  
	
   

  	
   

  
	
  JPMORGAN CHASE BANK, N.A. ,

  as APA Bank

  
	
   

  
	
  By:

  	
  /s/
  PEDRAM MAZAHERI

  	
   

  
	
   

  	
  Name:  Pedram Mazaheri

  Title:  Vice President

  



 


	
  JUPITER SECURITIZATION
  CORPORATION,

  As sole Series 2000-1 Purchaser

  
	
   

  	
   

  
	
  By:

  	
  /s/
  PEDRAM MAZAHERI

  	
   

  
	
   

  	
  Name:  Pedram Mazaheri

  Title:  Authorized Signatory

  



 


[SIGNATURE
PAGE TO THE FIFTH AMENDMENT TO THE SERIES 2000-l SUPPLEMENT]


 


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