Exhibit 10.4


 


SECOND AMENDMENT TO AMENDED AND RESTATED POOLING AGREEMENT


 


This Second Amendment to
the Amended and Restated Pooling Agreement, dated as of August 16, 2005
(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 corporation 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 “Trustee”).


 


WHEREAS, the parties
hereto have previously entered into Amended and Restated Pooling Agreement,
dated as of June 26, 2001, as further amended by the First Amendment to
the Pooling Agreement, dated October 21, 2002 (as so amended, the “Pooling
Agreement”);


 


WHEREAS, pursuant to Section 10.01(a) of
the Pooling Agreement, the Pooling Agreement may be amended in writing from
time to time by the Master Servicer, the Company and the Trustee with the
written consent of the Funding Agent and without the consent of any Holder
under certain circumstances;


 


WHEREAS, the parties
hereto desire to amend the Pooling Agreement as set forth herein to correct a
provision therein;


 


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 “Appropriate Rating” set forth in Annex X to the Pooling
Agreement shall be amended by deleting the existing definition in its entirety
and replacing it with the following:


 


“Appropriate Rating”“
shall mean (i) the rating required to maintain the existing rating,
whether direct or indirect, on each Outstanding Series of Investor
Certificates and if no such rating exists for such Series of Investor
Certificates then (ii) a rating at a level agreed upon between the Company
and the Trustee acting at the direction of the Funding Agent(s).”


 


3.             The
definition of “Rating Agency” set forth in Annex X to the Pooling Agreement
shall be amended by deleting the existing definition in its entirety and
replacing it with the following:


 


““Rating Agency” shall
mean, with respect to each Outstanding Series, any rating agency or agencies
designated as such in this Annex X; provided that (i) in the event
that no Outstanding Series has been rated, whether directly or indirectly,
then for purposes of the definitions of “Eligible Institution” and “Eligible
Investments”, “Rating Agency” shall mean S&P and Moody’s; (ii) except
as provided in (i), in the event that no Outstanding Series has been
rated, whether directly or indirectly, any reference to “Rating Agency” or the “Rating
Agencies” shall be deemed to have been deleted from the Pooling Agreement,
except that references to the term “Rating Agency Condition” shall not be
deemed deleted, but shall be modified as set forth under the definition of such
term.”


 


4.             The
definition of “Rating Agency Condition” set forth in Annex X to the Pooling
Agreement shall be amended by deleting the existing definition in its entirety
and replacing it with the following:


 





















 


““Rating Agency Condition”
shall mean, with respect to any action, that each Rating Agency shall have
notified the Company, the Master Servicer, any Funding Agent, and the Trustee
in writing that such action will not result in a reduction, qualification or
withdrawal of the then current rating, whether direct or indirect, of any
Outstanding Series or any Class of any such Outstanding Series with
respect to which it is a Rating Agency; provided that in the event that
an Outstanding Series has not been rated, whether directly or indirectly,
any reference to a “Rating Agency Condition” shall be deemed to be a reference
to the consent of holders representing not less than 50% of the Invested Amount
of such Series with respect to such action.”


 


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


 


6.             In
the event that any of the provisions of this amendment is inconsistent with any
terms of the Pooling Agreement or the Base Indenture among Huntsman
International Asset-Backed Securities Ltd, Chase Manhattan Bank (Ireland) plc
and The Chase Manhattan Bank, London Branch, dated as of June 26, 2001(the
“Base Indenture”), or adversely affects the interests of the Holders of
any Notes (as defined in the Base Indenture) in any material respect, the
original terms of the Pooling Agreement shall control.


 


7.             THIS
AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS OF THE STATE OF NEW YORK.


 


8.             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]


 


2





















 


This Second Amendment to Pooling Agreement shall amend
the Pooling Agreement effective as of the date hereof.


 


	
  HUNTSMAN RECEIVABLES

  	
  HUNTSMAN (EUROPE) BVBA,

  
	
  FINANCE LLC,

  	
  as Master Servicer

  	
   

  
	
   as the
  Company

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Sean Douglas

  	
   

  	
  By:

  	
  /s/ Peter Michiels

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  	
  Authorized Signatory

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name: Sean Douglas

  	
   

  	
  Name: Peter Michiels

  	
   

  
	
   

  	
  Title: Vice President and Treasurer

  	
   

  	
  Title: Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  J.P. MORGAN BANK
  (IRELAND) PLC

  	
  By:

  	
  /s/ Christopher
  Struyvelt

  	
   

  
	
  not in its
  individual capacity but

  	
   

  	
   

  	
   

  
	
  solely as
  Trustee

  	
   

  	
  Name:
  Christopher Struyvelt

  
	
   

  	
   

  	
   

  	
  Title: Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ [Authorized
  Signatory]

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CONSENTED TO:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JPMORGAN CHASE
  BANK,

  	
   

  	
   

  	
   

  
	
  as Funding
  Agent,

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Stephanie
  Wolf

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name: Stephanie
  Wolf

  	
   

  	
   

  	
   

  
	
   

  	
  Title: Managing
  Director