Exhibit 10.5


 


FOURTH AMENDMENT


dated as of August 16, 2005


 


between


 


HUNTSMAN RECEIVABLES FINANCE LLC,

as Company




HUNTSMAN (EUROPE), BVBA,

as Master Servicer


 


JPMORGAN CHASE BANK,

as Funding Agent



and



J.P. MORGAN (IRELAND) plc,

as Trustee


 


to


 


SERIES 2000-1
SUPPLEMENT



Dated as of December 21, 2000


 





















 


THIS FOURTH AMENDMENT,
dated as of August 16, 2005 (the “Amendment”) between Huntsman
Receivables Finance LLC (the “Company”), a Delaware limited liability
company, Huntsman (Europe) BVBA (the “Master Servicer”), JPMorgan Chase
Bank, 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 (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, 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)           Article 5 is hereby amended by
adding the following new Section immediately following Section 5.01:


 


“SECTION 5.02.    Limited Series 2000-1 Early
Amortization Events.  If during the Series 2000-1
Revolving Period, as of March 31, 2006 the Series 2000-1 Purchaser
Invested Amount has not been reduced to $125,000,000 (a “Limited 2000-1
Early Amortization Event”), the Trustee may, and at the written direction
of the Series 2000-1 Majority Purchasers shall, by written notice then
given to the Company and the 


 


1





















 


Master Servicer, declare
that an Early Amortization Period has commenced as of the date of such notice
with respect to Series 2000-1 (any such period a “Series 2000-1
Early Amortization Period”); provided, however, that a Series 2000-1
Early Amortization Period shall cease and the Series 2000-1 Revolving
Period shall resume at any time thereafter upon the reduction of the Series 2000-1
Purchaser Invested Amount to $125,000,000. 
Upon the occurrence of a Series 2000-1 Early Amortization Event,
the Funding Agent may, or shall at the written direction of the Series 2000-1
Majority Purchasers, direct each Obligor to make all payments with respect to
Receivables directly to the relevant currency account established by the
Trustee pursuant to Section 3.01(a) of the Agreement.”


 


(b)           Schedule 1 to the Supplement is
hereby amended and restated in its entirety and replaced with Schedule 1
attached hereto.


 


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/ Peter Michiels

  	
   

  
	
   

  	
   

  	
  Name: Peter Michiels

  
	
   

  	
   

  	
  Title: Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  HUNTSMAN (EUROPE) BVBA,

  
	
   

  	
  as Master Servicer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher Struyvelt

  	
   

  
	
   

  	
   

  	
  Name: Christopher Struyvelt

  
	
   

  	
   

  	
  Title: Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  J.P. MORGAN (IRELAND) plc,

  
	
   

  	
  not in its individual capacity but solely as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [Authorized Signatory]

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK,

  
	
   

  	
  as Funding Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephanie Wolf

  	
   

  
	
   

  	
   

  	
  Name: Stephanie Wolf

  
	
   

  	
   

  	
  Title: Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CONSENTED AND
  ACKNOWLEDGED

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  JPMORGAN CHASE
  BANK,

  	
   

  	
   

  
	
  as APA Bank

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   /s/ Stephanie Wolf

  	
   

  	
   

  	
   

  
	
   

  	
  Name: Stephanie
  Wolf

  	
   

  	
   

  
	
   

  	
  Title: Managing
  Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  JUPITER
  SECURITIZATION CORPORATION,

  	
   

  	
   

  
	
  As
  Series 2000-1 Purchaser

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   /s/ Stephanie Wolf

  	
   

  	
   

  	
   

  
	
   

  	
  Name: Stephanie
  Wolf

  	
   

  	
   

  
	
   

  	
  Title:
  Authorized Signatory

  	
   

  	
   

  
							



 


 


[SIGNATURE PAGE TO THE FOURTH AMENDMENT TO THE SERIES 2000-1
SUPPLEMENT]


 





















 


SCHEDULE 1


 


 


(Series 2000-1 Commitments)


 


 


	
  JPMorgan
  Chase Bank

  	
   

  	
  $

  	
  178,500,000