Exhibit 10.2


 


Execution Copy


 


HUNTSMAN
MASTER TRUST

SECOND AMENDED AND RESTATED

SERIES 2000-1 SUPPLEMENT


 


Dated
as of November 13, 2008


 


to


 


SECOND
AMENDED AND RESTATED POOLING AGREEMENT


 


Dated
as of April 18, 2006


 


Among


 


HUNTSMAN
RECEIVABLES FINANCE LLC,

as Company


 


HUNTSMAN
(EUROPE) BVBA,

as Master Servicer


 


THE
SEVERAL FINANCIAL INSTITUTIONS PARTY HERETO AS FUNDING AGENTS,


 


THE
SERIES 2000-1 CONDUIT PURCHASERS PARTY HERETO,


 


THE
SEVERAL FINANCIAL INSTITUTIONS PARTY HERETO AS SERIES 2000-1 APA BANKS,


 


J.P.
MORGAN SECURITIES LTD.,

as Book Runner and Mandated Lead Arranger


 


JPMORGAN
CHASE BANK, N.A.,

as Administrative Agent


 


and


 


BNY
FINANCIAL SERVICES PLC,

as Trustee


 


 


SIDLEY
AUSTIN LLP


WOOLGATE EXCHANGE


25 BASINGHALL STREET


LONDON EC2V 5HA


TELEPHONE 020 7360 3600


FACSIMILE 020 7626 7937


REF:  //30508-30240


 





















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page No

  
	
   

  	
   

  	
   

  
	
  ARTICLE I
  DEFINITIONS

  	
   

  	
  2

  
	
   

  	
   

  	
   

  
	
  SECTION 1.01

  	
  Definitions

  	
  2

  
	
   

  	
   

  	
   

  
	
  SECTION 1.02

  	
  Other
  Definitional Provisions

  	
  2

  
	
   

  	
   

  	
   

  
	
  SECTION 1.03

  	
  Calculations

  	
  3

  
	
   

  	
   

  	
   

  
	
  ARTICLE II
  DESIGNATION OF SERIES 2000-1 VFC CERTIFICATES; PURCHASE AND SALE OF THE
  SERIES 2000-1 VFC CERTIFICATES

  	
  3

  
	
   

  	
   

  	
   

  
	
  SECTION 2.01

  	
  Designation

  	
  3

  
	
   

  	
   

  	
   

  
	
  SECTION 2.02

  	
  The
  Series 2000-1 VFC Certificates and Series 2000-1 Subordinated
  Interests

  	
  4

  
	
   

  	
   

  	
   

  
	
  SECTION 2.03

  	
  Purchases
  of Interests in the Series 2000-1 VFC Certificates and the
  Series 2000-1 Subordinated Interests

  	
  4

  
	
   

  	
   

  	
   

  
	
  SECTION 2.04

  	
  Delivery

  	
  6

  
	
   

  	
   

  	
   

  
	
  SECTION 2.05

  	
  Procedure
  for Initial Issuance and for Increasing the Series 2000-1 Invested
  Amount

  	
  7

  
	
   

  	
   

  	
   

  
	
  SECTION 2.06

  	
  Sale by a Series 2000-1
  Conduit Purchaser of its Series 2000-1 Purchaser Invested Amount to a
  Series 2000-1 APA Bank

  	
  12

  
	
   

  	
   

  	
   

  
	
  SECTION 2.07

  	
  Procedure
  for Decreasing the Series 2000-1 Invested Amount

  	
  15

  
	
   

  	
   

  	
   

  
	
  SECTION 2.08

  	
  Reductions
  of the Series 2000-1 Commitments

  	
  18

  
	
   

  	
   

  	
   

  
	
  SECTION 2.09

  	
  Interest;
  Fees

  	
  19

  
	
   

  	
   

  	
   

  
	
  SECTION 2.10

  	
  Indemnification
  by Huntsman International and the Company

  	
  20

  
	
   

  	
   

  	
   

  
	
  SECTION 2.11

  	
  Inability
  to Determine Eurocurrency Rate

  	
  21

  
	
   

  	
   

  	
   

  
	
  SECTION 2.12

  	
  Series 2000-1
  FX Hedging Agreements

  	
  22

  
	
   

  	
   

  	
   

  
	
  SECTION 2.13

  	
  Notices,
  Reports, Directions by Master Servicer

  	
  22

  
	
   

  	
   

  	
   

  
	
  SECTION 2.14

  	
  Optional Termination by
  the Company

  	
  22

  
	
   

  	
   

  	
   

  
	
  SECTION 2.15

  	
  Mandatory Reduction in
  Series 2000-1 Invested Amount

  	
  26

  



 


i





















 


	
  SECTION 2.16

  	
  Allocations Among VFC
  Purchaser Groups

  	
  26

  
	
   

  	
   

  	
   

  
	
  ARTICLE III
  ARTICLE III OF THE AGREEMENT 

  	
  27

  
	
   

  	
   

  	
   

  
	
  SECTION 3.01

  	
   

  	
  27

  
	
   

  	
   

  	
   

  
	
  SECTION 3A.02

  	
  Establishment
  of Series 2000-1 Accounts

  	
  28

  
	
   

  	
   

  	
   

  
	
  SECTION 3A.03

  	
  Daily
  Allocations

  	
  30

  
	
   

  	
   

  	
   

  
	
  SECTION 3A.04

  	
  Determination
  of Interest

  	
  33

  
	
   

  	
   

  	
   

  
	
  SECTION 3A.05

  	
  Determination
  of Series 2000-1 Monthly Principal

  	
  38

  
	
   

  	
   

  	
   

  
	
  SECTION 3A.06

  	
  Applications

  	
  40

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV
  DISTRIBUTIONS AND REPORTS

  	
  43

  
	
   

  	
   

  	
   

  
	
  SECTION 4A.01

  	
  Distributions

  	
  43

  
	
   

  	
   

  	
   

  
	
  SECTION 4A.02

  	
  Daily
  Reports

  	
  44

  
	
   

  	
   

  	
   

  
	
  SECTION 4A.03

  	
  Reports and
  Notices

  	
  44

  
	
   

  	
   

  	
   

  
	
  ARTICLE V
  ADDITIONAL SERIES 2000-1 EARLY AMORTIZATION EVENTS

  	
  45

  
	
   

  	
   

  	
   

  
	
  SECTION 5.01

  	
  Additional
  Series 2000-1 Early Amortization Events

  	
  45

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI
  SERVICING FEE

  	
  48

  
	
   

  	
   

  	
   

  
	
  SECTION 6.01

  	
  Servicing
  Compensation

  	
  48

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII
  CHANGE IN CIRCUMSTANCES

  	
  49

  
	
   

  	
   

  	
   

  
	
  SECTION 7.01

  	
  Illegality

  	
  49

  
	
   

  	
   

  	
   

  
	
  SECTION 7.02

  	
  Requirements
  of Law

  	
  50

  
	
   

  	
   

  	
   

  
	
  SECTION 7.03

  	
  Taxes

  	
  52

  
	
   

  	
   

  	
   

  
	
  SECTION 7.04

  	
  Indemnity

  	
  56

  
	
   

  	
   

  	
   

  
	
  SECTION 7.05

  	
  Assignment
  of Series 2000-1 Commitments Under Certain Circumstances; Duty to
  Mitigate

  	
  56

  
	
   

  	
   

  	
   

  
	
  SECTION 7.06

  	
  Accounting
  Based Consolidation Event

  	
  58

  
	
   

  	
   

  	
   

  
	
  SECTION 7.07

  	
  Limitation

  	
  59

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VIII COVENANTS; REPRESENTATIONS AND WARRANTIES

  	
  59

  
	
   

  	
   

  	
   

  
	
  SECTION 8.01

  	
  Representations
  and Warranties of the Company and the Master Servicer

  	
  59

  



 


ii





















 


	
  SECTION 8.02

  	
  Covenants
  of the Company, the Master Servicer and Huntsman International

  	
  60

  
	
   

  	
   

  	
   

  
	
  SECTION 8.03

  	
  Negative
  Covenants of the Company and the Master Servicer

  	
  63

  
	
   

  	
   

  	
   

  
	
  SECTION 8.04

  	
  Obligations
  Unaffected

  	
  64

  
	
   

  	
   

  	
   

  
	
  SECTION 8.05

  	
  Certain
  Provisions of the Servicing Agreement

  	
  64

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX
  CONDITIONS PRECEDENT

  	
  65

  
	
   

  	
   

  	
   

  
	
  SECTION 9.01

  	
  Conditions
  Precedent to Effectiveness of Supplement

  	
  65

  
	
   

  	
   

  	
   

  
	
  ARTICLE X
  THE ADMINISTRATIVE AGENT AND FUNDING AGENTS

  	
  71

  
	
   

  	
   

  	
   

  
	
  SECTION 10.01

  	
  Appointment

  	
  71

  
	
   

  	
   

  	
   

  
	
  SECTION 10.02

  	
  Delegation
  of Duties

  	
  72

  
	
   

  	
   

  	
   

  
	
  SECTION 10.03

  	
  Exculpatory
  Provisions

  	
  72

  
	
   

  	
   

  	
   

  
	
  SECTION 10.04

  	
  Reliance by
  Administrative Agent and Funding Agents

  	
  72

  
	
   

  	
   

  	
   

  
	
  SECTION 10.05

  	
  Notice of
  Master Servicer Default or Series 2000-1 Early Amortization Event or
  Potential Series 2000-1 Early Amortization Event

  	
  73

  
	
   

  	
   

  	
   

  
	
  SECTION 10.06

  	
  Non
  Reliance on Administrative Agent or Funding Agents and Other
  Series 2000-1 Purchasers

  	
  74

  
	
   

  	
   

  	
   

  
	
  SECTION 10.07

  	
  Indemnification

  	
  74

  
	
   

  	
   

  	
   

  
	
  SECTION 10.08

  	
  Administrative
  Funding and Funding Agent in Its Individual Capacity

  	
  75

  
	
   

  	
   

  	
   

  
	
  SECTION 10.09

  	
  Successor
  Administrative Agent and Funding Agent

  	
  76

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI
  MISCELLANEOUS

  	
  76

  
	
   

  	
   

  	
   

  
	
  SECTION 11.01

  	
  Ratification
  of Agreement; Effectiveness

  	
  76

  
	
   

  	
   

  	
   

  
	
  SECTION 11.02

  	
  Governing
  Law

  	
  77

  
	
   

  	
   

  	
   

  
	
  SECTION 11.03

  	
  Further
  Assurances

  	
  77

  
	
   

  	
   

  	
   

  
	
  SECTION 11.04

  	
  Payments

  	
  77

  
	
   

  	
   

  	
   

  
	
  SECTION 11.05

  	
  Costs and
  Expenses

  	
  78

  
	
   

  	
   

  	
   

  
	
  SECTION 11.06

  	
  No Waiver;
  Cumulative Remedies

  	
  78

  
	
   

  	
   

  	
   

  
	
  SECTION 11.07

  	
  Amendments

  	
  78

  



 


iii





















 


	
  SECTION 11.08

  	
  Severability

  	
  80

  
	
   

  	
   

  	
   

  
	
  SECTION 11.09

  	
  Notices

  	
  80

  
	
   

  	
   

  	
   

  
	
  SECTION 11.10

  	
  Successors
  and Assigns

  	
  81

  
	
   

  	
   

  	
   

  
	
  SECTION 11.11

  	
  Counterparts

  	
  86

  
	
   

  	
   

  	
   

  
	
  SECTION 11.12

  	
  Adjustments;
  Setoff

  	
  86

  
	
   

  	
   

  	
   

  
	
  SECTION 11.13

  	
  Limitation
  of Payments by the Company

  	
  87

  
	
   

  	
   

  	
   

  
	
  SECTION 11.14

  	
  No Bankruptcy
  Petition; No Recourse

  	
  87

  
	
   

  	
   

  	
   

  
	
  SECTION 11.15

  	
  Limitation
  on Addition of Approved Originators, Approved Currency, Approved Obligors and
  a Successor Master Servicer; Mergers and Consolidations

  	
  88

  
	
   

  	
   

  	
   

  
	
  SECTION 11.16

  	
  Subordinated
  Loan

  	
  89

  
	
   

  	
   

  	
   

  
	
  SECTION 11.17

  	
  Limited
  Recourse

  	
  92

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII
  FINAL DISTRIBUTIONS

  	
  94

  
	
   

  	
   

  	
   

  
	
  SECTION 12.01

  	
  Certain
  Distributions

  	
  94

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  XIII ADMINISTRATIVE AGENT

  	
  94

  
	
   

  	
   

  	
   

  
	
  SECTION 13.01

  	
  Administrative
  Agent

  	
  94

  
	
   

  	
   

  	
   

  
	
  SCHEDULE I Series 2000-1
  Commitments

  	
  6

  
	
   

  	
   

  
	
  SCHEDULE II
  Series 2000-1 Concentration Accounts

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE
  III Series 2000-1 Definitions

  	
  7

  
	
   

  	
   

  	
   

  
	
  SCHEDULE IV
  Notices

  	
   

  	
  38

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A-1
  Form of Series 2000-1 U.S. Dollar VFC Certificate

  	
  43

  
	
   

  	
   

  
	
  EXHIBIT A-2 Form of Series
  2000-1 Euro VFC Certificate

  	
   

  
	
   

  	
   

  
	
  EXHIBIT A-3 Form of Series
  2000-1 Sterling VFC Certificate

  	
   

  
	
   

  	
   

  
	
  EXHIBIT B Form of Series
  2000-1 Commitment Transfer Supplement

  	
   

  
	
   

  	
   

  
	
  EXHIBIT C Form of
  Administrative Questionnaire

  	
   

  
	
   

  	
   

  
	
  EXHIBIT D Form of Daily
  Report

  	
   

  
	
   

  	
   

  
	
  EXHIBIT E Form of Monthly
  Settlement Report

  	
   

  
	
   

  	
   

  
	
  EXHIBIT F Form of
  Increase/Decrease Notice

  	
   

  



 


iv





















 


	
  EXHIBIT G Form of
  Confidentiality Agreement

  	
   

  
	
   

  	
   

  
	
  EXHIBIT H Form of Notice of
  Receipt of Series 2000-1 Pay-Off Amounts

  	
   

  
	
   

  	
   

  
	
  EXHIBIT I Form of Release
  Agreement

  	
   

  



 


v




















 


This Second Amended and
Restated Series 2000-1 SUPPLEMENT dated as of November 13, 2008 (as the same
may be amended, supplemented, restated or otherwise modified from time to time,
this “Supplement”), is made among Huntsman
Receivables Finance LLC (the “Company”), a
Delaware limited liability company, Huntsman (Europe) BVBA (the “Master Servicer”), a company organized under the laws of
Belgium, the conduit purchasers party hereto from time to time as Series 2000-1
Conduit Purchasers (the “Series 2000-1 Conduit
Purchasers”), the several financial institutions party hereto from
time to time as Series 2000-1 APA banks (the “Series 2000-1
APA Banks”), the several financial institutions party hereto from
time to time as funding agents (the “Funding Agents”),
J.P. Morgan Securities Ltd., as Book Runner and Mandated Lead Arranger,
JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative
Agent”) and BNY Financial Services plc, as trustee (the “Trustee”).


 


W
I T N E S S E T H :


 


WHEREAS, the Company, the
Master Servicer and the Trustee have entered into the Pooling Agreement, dated
as of December 21, 2000, as amended and restated on June 26, 2001 and April 18,
2006 (as in effect on the date hereof and as the same may be amended,
supplemented, restated or otherwise modified from time to time, the “Pooling Agreement”);


 


WHEREAS, the Pooling Agreement
provides, among other things, that the Company, the Master Servicer and the
Trustee may at any time and from time to time enter into supplements to the
Pooling Agreement for the purpose of authorizing the issuance, by the Company,
of one or more Series of Investor Certificates on behalf of the Trust, for
execution and redelivery to the Trustee for authentication;


 


WHEREAS, pursuant to the Series
2000-1 Supplement dated as of December 21, 2000, as the same may heretofore
have been amended, supplemented, restated or otherwise modified from time to
time, (the “Existing Series 2000-1 Supplement”),
the Company, the Master Servicer, the Trustee, the “Series 2000-1 Conduit
Purchasers” party thereto, and the “Series 2000-1 APA Banks” party thereto, and
the other parties to the Existing Series 2000-1 Supplement, supplemented the
Pooling Agreement to provide among other matters for the issuance of a Variable
Funding Certificate;


 


WHEREAS, the Series 2000-1
Conduit Purchasers and the 2000-1 APA Banks are the Investor Certificateholders
and hereby represent and warrant that they are the holders of the entire
principal amount of Investor Certificates issued pursuant to the Series 2000-1
Supplement; and


 


WHEREAS the Company, the
Master Servicer, the Trustee, the Series 2000-1 Conduit Purchasers, the Series 2000-1
APA Banks and the Funding Agents wish to amend and restate the Existing Series 2000-1
Supplement on the terms and conditions hereinafter set forth;


 


NOW, THEREFORE, in
consideration of the premises and of the mutual covenants herein contained, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby expressly acknowledged, the parties hereto agree as follows:


 


1

















 


ARTICLE
I


 


DEFINITIONS


 


SECTION 1.01                    Definitions.


 


Capitalized terms used herein
shall unless otherwise defined or referenced herein, have the meanings assigned
to such terms in Annex X (as amended, supplemented,
restated or otherwise modified from time to time) to the Pooling Agreement or Schedule III to this Supplement.


 


SECTION 1.02                    Other
Definitional Provisions.


 


(a)           All terms defined or
incorporated by reference in this Supplement shall have such defined meanings
when used in any certificate or other document made or delivered pursuant
hereto unless otherwise defined therein.


 


(b)           As used herein and in any
certificate or other document made or delivered pursuant hereto or thereto,
accounting terms not defined herein or incorporated by reference herein, and
accounting terms partly defined herein or incorporated by reference herein to
the extent not defined, shall have the respective meanings given to them under
GAAP.  To the extent that the definitions
of accounting terms herein or incorporated by reference herein are inconsistent
with the meanings of such terms under GAAP, the definitions contained herein or
incorporated by reference herein shall control.


 


(c)           The words “hereof”, “herein” and “hereunder” and words of similar import when used in this
Supplement shall refer to this Supplement as a whole and not to any particular
provision of this Supplement; and Section, Schedule, Exhibit and Appendix
references contained in this Supplement are references to Sections, Schedules,
Exhibits and Appendices in or to this Supplement unless otherwise specified.


 


(d)           The definitions contained
herein or incorporated by reference herein are applicable to the singular as
well as the plural forms of such terms and to the masculine as well as to the
feminine and neuter genders of such terms.


 


(e)           Any reference herein or in any
other Transaction Document to a provision of the Bankruptcy Code, Code, ERISA,
1940 Act or the UCC shall be deemed a reference to any successor provision
thereto.


 


(f)            Any reference herein to a
Schedule, Exhibit or Appendix to this Supplement shall be deemed to be a
reference to such Schedule, Exhibit or Appendix as it may be amended, restated,
supplemented or otherwise modified from time to time to the extent that such
Schedule, Exhibit or Appendix may be amended, restated, supplemented or
otherwise modified (or any term or provision of any Transaction Document may be
amended that would have the effect of amending, restating, supplementing or
otherwise modifying information contained in such Schedule, Exhibit or
Appendix) in compliance with the terms of the Transaction Documents.


 


2





















 


(g)           Any reference in this
Supplement to any representation, warranty or covenant “deemed” to have been
made is intended to encompass only representations, warranties or covenants
that are expressly stated to be repeated on or as of dates following the
execution and delivery of this Supplement, and no such reference shall be
interpreted as a reference to any implicit, inferred, tacit or otherwise
unexpressed representation, warranty or covenant.


 


(h)           The words “include”, “includes” or “including” shall be interpreted as if followed, in each
case, by the phrase “without limitation”.


 


(i)            References to the Series 2000-1
Supplement in any other document or agreement inclusive of the Transaction
Documents shall be deemed to be references to this Supplement as amended and
restated on the date hereof and as amended, restated, supplemented or otherwise
modified from time to time and all assignments hereof.


 


(j)            References to any other
Transaction Document or any other document or agreement in this Supplement
shall be deemed to be references to any such document or agreement as amended,
restated, supplemented or otherwise modified from time to time.


 


SECTION 1.03                    Calculations.


 


All calculations under the
Pooling Agreement and this Supplement shall be in U.S. Dollars so that for
purposes of calculating or determining any Invested Amount, any Invested
Percentage, Series 2000-1 Invested Amount, Series 2000-1 Purchaser Invested
Amount, the Aggregate Receivables Amount, the Series 2000-1 Allocated
Receivables Amount, any Target Receivables Amount, the Series 2000-1 Target
Receivables Amount, the Series 2000-1 Maximum Invested Amount and the Series 2000-1
Percentage Factor and any term or amount incorporated into any of the foregoing
definitions or calculations, amounts denominated in a currency other than U.S.
Dollars shall be converted on a pro forma basis
into U.S. Dollars at the Spot Rate as in effect on the date of the relevant
calculation or determination.


 


ARTICLE II


 


DESIGNATION OF SERIES 2000-1
VFC CERTIFICATES; PURCHASE AND SALE

OF THE SERIES 2000-1 VFC CERTIFICATES


 


SECTION 2.01                    Designation.


 


The Investor Certificates and
interests created and authorized pursuant to the Pooling Agreement and this
Supplement shall be designated as (i) the “Series 2000-1 U.S. Dollar
VFC Certificates”, the “Series 2000-1 Euro VFC
Certificates” and the “Series 2000-1 Sterling VFC
Certificates” (together, the “Series 2000-1 VFC
Certificates”) and (ii) subordinated interests as described in Section 2.02(b).


 


3

















 


SECTION 2.02                     The Series 2000-1 VFC
Certificates and Series 2000-1 Subordinated Interests.


 


(a)           The Series 2000-1 VFC
Certificates will represent fractional undivided interests in the Participation
and security interest granted by the Company to the Trustee for the benefit of
the Investor Certificateholders under the Pooling Agreement, consisting of the
right of the Series 2000-1 VFC Certificateholders to receive the distributions
specified herein out of (i) the Series 2000-1 Invested Percentage (expressed as
a decimal) of Participation Amounts with respect to Collections received with
respect to the Receivables and all other funds on deposit in the Collection
Accounts and (ii) to the extent such interests appear herein, all other funds
on deposit in the Series 2000-1 Accounts (collectively, the “Series 2000-1 VFC Certificateholder Interests”).


 


(b)           The Company shall be entitled
to receive, in consideration of the grant of the Participation and security
interest under the Pooling Agreement, the payments specified herein from the
funds on deposit in the Series 2000-1 Accounts and any subaccounts thereof, in
each case to the extent not required to be distributed to or for the benefit of
the Series 2000-1 VFC Certificateholders (the “Series 2000-1
Subordinated Interests”).  The
Series 2000-1 VFC Certificateholders hereby authorize the Trustee to make the
payments referred to in the preceding sentence out of the funds on deposit in
the Series 2000-1 Accounts by way of consideration payable to the Company as
referred to above.  The Exchangeable Company
Interests, the Series 2000-1 Subordinated Interests and any other Subordinated
Company Interests outstanding from time to time shall represent the exclusive
beneficial ownership interest owned by the Company in the Participation Assets.


 


(c)           The Series 2000-1 U.S. Dollar
VFC Certificates, the Series 2000-1 Euro VFC Certificates and the Series 2000-1
Sterling VFC Certificates shall be substantially in the form of Exhibits A-1, A-2 and A-3, respectively, and shall, upon issue, be executed by
the Trustee (on behalf of the Trust and without the Trustee incurring any
personal liability in respect of the Investor Certificates) and will be
authenticated and redelivered by the Trustee as provided in Section 2.04 of this Supplement and Section 5.02
of the Pooling Agreement.  The Series 2000-1
U.S. Dollar VFC Certificates, the Series 2000-1 Euro VFC Certificates and the Series
2000-1 Sterling VFC Certificates shall be issued in the form of definitive
certificates, each registered in the name of the Funding Agent for the
applicable VFC Purchaser Group for the benefit of the Series 2000-1 Purchasers
for that VFC Purchaser Group, from time to time, as the holder thereof. The Series
2000-1 Subordinated Interests, the Exchangeable Company Interest and any other
Subordinated Company Interests outstanding from time to time will be
uncertificated.


 


SECTION 2.03                    Purchases of Interests in the Series
2000-1 VFC Certificates and the Series 2000-1 Subordinated Interests.


 


(a)           Initial Purchase.  Subject to the terms and conditions of this
Supplement, each of the Existing Series 2000-1 VFC Certificateholders agrees to
surrender its Existing Series 2000-1 VFC Certificate on the Series 2000-1
Issuance Date in exchange for the issuance of new Series 2000-1 VFC
Certificates and for the payments provided in the payment instruction letter
among the Funding Agents, the Company and the Master Servicer entered into on
or about the


 


4





















 


date hereof. 
Subject to the terms and conditions of this Supplement, including
delivery of notice (if any) required by Section 2.05,


 


(i)            on the Series 2000-1 Issuance
Date, (A) each Series 2000-1 Conduit Purchaser may, in its sole discretion,
purchase Series 2000-1 VFC Certificate(s) denominated in the currency of each
VFC Purchaser Currency Group to which it belongs, in an amount equal to its
respective VFC Currency Pro Rata Share of the Series 2000-1 Initial Invested
Amount, or (B) if any Series 2000-1 Conduit Purchaser shall have notified the
Funding Agent for such Series 2000-1 Conduit Purchaser’s VFC Purchaser Group
that it has elected not to purchase a Series 2000-1 VFC Certificate on the Series
2000-1 Issuance Date, each Series 2000-1 APA Bank for the applicable VFC
Purchaser Group hereby severally agrees to purchase on the Series 2000-1
Issuance Date such Series 2000-1 VFC Certificate Interest, which Series 2000-1
VFC Certificate Interest of each Series 2000-1 APA Bank will be reflected on
the schedule attached as Schedule I to
the Series 2000-1 VFC Certificate, in an amount equal to such Series 2000-1 APA
Bank’s Series 2000-1 Currency Commitment Percentage of the Series 2000-1
Initial Invested Amount; and


 


(ii)           thereafter, (A) if
any Series 2000-1 Conduit Purchaser shall have purchased a Series 2000-1 VFC Certificate
on the Series 2000-1 Issuance Date, such Series 2000-1 Conduit Purchaser may,
in its sole discretion, maintain such Series 2000-1 VFC Certificate, subject to
increase or decrease during the Series 2000-1 Revolving Period, in accordance
with the provisions of this Supplement and (B) if the Series 2000-1 APA Banks
with respect to a VFC Purchaser Group shall have purchased a Series 2000-1 VFC
Certificate Interest on the Series 2000-1 Issuance Date or, in any case, on or
after the Series 2000-1 Purchase Date, each Series 2000-1 APA Bank with respect
to such VFC Purchaser Group hereby severally agrees to maintain its Series 2000-1
VFC Certificate Interest, subject to increase or decrease during the Series 2000-1
Revolving Period, in accordance with the provisions of this Supplement.


 


The Company hereby agrees to
maintain ownership of the Series 2000-1 Subordinated Interests, subject to
increase or decrease during the Series 2000-1 Revolving Period, in accordance
with Section 2.05 or Section 2.07
(as applicable).  Payments by the Series 2000-1
Conduit Purchasers in respect of the Series 2000-1 VFC Certificates or the Series
2000-1 APA Banks in respect of the Series 2000-1 VFC Certificate Interests
shall be made in immediately available funds on the Series 2000-1 Issuance Date
to the Trust.


 


(b)           Series 2000-1 APA Banks
Commitment.  Subject to the
terms and conditions of this Supplement, each Series 2000-1 APA Bank shall be
deemed to have severally agreed, by its acceptance of its Series 2000-1 VFC
Certificate Interest, to maintain its Series 2000-1 VFC Certificate Interest,
subject to increase or decrease during the Series 2000-1 Revolving Period, in
accordance with the provisions of this Supplement and the Series 2000-1 Asset
Purchase Agreement with respect to its VFC Purchaser Group.


 


5





















 


(c)             Maximum Series
2000-1 Purchaser Invested Amount.  Notwithstanding anything to the contrary
contained in this Supplement, at no time shall the aggregate of the Series 2000-1
Purchaser U.S. Dollar Invested Amount, the Series
2000-1 Purchaser Euro Invested Amount and the Series 2000-1 Purchaser Sterling
Invested Amount (calculated without regard to clauses (c)(iv)
and (v) of the applicable definition
thereof but with regard to clause (d) of
the definition of Series 2000-1 Purchaser Euro Invested Amount and Series 2000-1
Purchaser Sterling Invested Amount) of:


 


(i)            any Series 2000-1 Conduit
Purchaser exceed an amount equal to the aggregate of the Series 2000-1 Adjusted
Commitments at such time of the Series 2000-1 APA Banks in such Series 2000-1
Conduit Purchaser’s VFC Purchaser Group; or


 


(ii)           any Series 2000-1
APA Bank exceed an amount equal to such Series 2000-1 APA Bank’s Series 2000-1
Adjusted Commitment at such time.


 


(d)           Allocations Among Currency of
Certificates.  All fundings
with respect to (i) the Series 2000-1 Euro VFC Certificate and Series 2000-1
Purchaser Euro Invested Amounts shall be allocated solely to the Euro VFC
Purchaser Groups, and (ii) the Series 2000-1 Sterling VFC Certificate and Series
2000-1 Purchaser Sterling Invested Amounts shall be allocated solely to the
Sterling VFC Purchaser Groups, respectively. 
So long as any Series 2000-1 Euro Investment Amount or Series 2000-1
Sterling Investment Amount is outstanding and there is a Dollar Only VFC
Purchaser Group:


 


(i)            all fundings with respect to
the Series 2000-1 U.S. Dollar VFC Certificate and Series 2000-1 Purchaser U.S.
Dollar Invested Amounts shall be allocated first to each Dollar Only VFC
Purchaser Group to the extent necessary for each Dollar Only VFC Purchaser
Group to be able to fund its respective VFC Pro Rata Share of the Series 2000-1
Invested Amount (up to and limited to the extent of the amount of such Dollar
funding); and


 


(ii)           to the extent
that after giving effect to clause (i) above:
(A) the VFC Purchaser Invested Amount with respect to each VFC Purchaser Group
is in accordance with its respective VFC Pro Rata Share, then the remaining
amount of the requested Dollar funding shall be allocated among the VFC
Purchaser Groups in accordance with their respective VFC Pro Rata Shares, and (B)
the allocation of Dollar fundings pursuant to clause (i) above
is not sufficient to result in the VFC Purchaser Invested Amount with respect
to each VFC Purchaser Group to be in accordance with its respective VFC Pro
Rata Share, then the Series 2000-1 VFC Certificates and Series 2000-1 Purchaser
Invested Amounts shall be funded on a non pro rata basis,
in each case subject to the limits set forth in Section 2.03(c).


 


SECTION 2.04                    Delivery.


 


On the Series 2000-1 Issuance
Date, the Master Servicer shall direct the Trustee in writing pursuant to Section 5.02 of the Pooling Agreement to execute and duly
authenticate, and the


 


6

















 


Trustee, upon receiving such
direction, shall so authenticate each Series 2000-1 VFC Certificate in the name
of the Funding Agent for the applicable VFC Purchaser Group and deliver such Series
2000-1 VFC Certificate to the Funding Agent for the benefit of the Series 2000-1
Conduit Purchaser or the Series 2000-1 APA Banks, as the case may be, for that
VFC Purchaser Group, in accordance with such written directions.  The Series 2000-1 U.S. Dollar VFC
Certificates shall be issued in an initial amount of $1,000,000 and in integral
multiples of $100,000 in excess thereof. 
The Series 2000-1 Euro VFC Certificate shall be issued in an initial
amount of €1,000,000 and in integral multiples of €100,000 in excess
thereof.  The Series 2000-1 Sterling VFC
Certificate shall be issued in an initial amount of £1,000,000 and in integral
multiples of £100,000 in excess thereof. 
The Trustee shall mark on its books the actual Series 2000-1 Invested
Amount and Series 2000-1 Subordinated Interest Amount outstanding on any date
of determination, which, absent manifest error, shall constitute prima facie evidence of the outstanding Series 2000-1
Invested Amount and Series 2000-1 Subordinated Interest Amount from time to
time.  The Trustee shall remit to the
Company by wire transfer to the account designated by the Company the purchase
price received from each Series 2000-1 Purchaser.


 


SECTION 2.05                    Procedure for
Initial Issuance and for Increasing the Series 2000-1 Invested Amount.


 


(a)           Subject to Section 2.05(c), (I) on the Series 2000-1 Issuance Date,
each Series 2000-1 Conduit Purchaser may agree, in its sole discretion, to
purchase a Series 2000-1 VFC Certificate, and each Series 2000-1 APA Bank
hereby agrees to purchase a Series 2000-1 VFC Certificate in accordance with Section 2.03 and (II) on any Business Day during the Series 2000-1
Commitment Period, each Series 2000-1 Conduit Purchaser may agree, in its sole
discretion, and each Series 2000-1 APA Bank hereby agrees, that the Series 2000-1
Invested Amount may be increased by increasing each Series 2000-1 Purchaser’s Series
2000-1 Purchaser U.S. Dollar Invested Amount, Series 2000-1 Purchaser Euro
Invested Amount or Series 2000-1 Purchaser Sterling Invested Amount (each, a “Series 2000-1 Increase”), upon the request of the Master
Servicer (each date on which an increase in the Series 2000-1 U.S. Dollar
Invested Amount, Series 2000-1 Euro Invested Amount or Series 2000-1 Sterling
Invested Amount occurs hereunder being herein referred to as the “Series 2000-1 Increase Date” applicable to such Series 2000-1
Increase); provided, however,
that the Master Servicer shall have given to each Funding Agent (with a copy to
the Administrative Agent and the Trustee) irrevocable written notice (effective
upon receipt), substantially in the form of Exhibit F
hereto, of such request no later than:


 


(i)            7:00 a.m., New York City time,
three (3) Business Days (or, if such notice relates to the Series 2000-1
Purchaser U.S. Dollar Invested Amount, two (2) Business Days) prior to the Series
2000-1 Issuance Date or such Series 2000-1 Increase Date, as the case may be,
in the case of any Series 2000-1 Increase Date occurring prior to the
occurrence of a Conduit Purchaser Termination Event with respect to a relevant
VFC Purchaser Group if all or a portion of the Series 2000-1 Initial Invested
Amount or Series 2000-1 Increase Amount is to be allocated to a Series 2000-1
CP Tranche upon notice given pursuant to Section 3A.04(c)(i);
or


 


7





















 


(ii)           (x) 7:00 a.m.,
New York City time, on the Series 2000-1 Issuance Date or such Series 2000-1 Increase
Date, as the case may be, if, after the occurrence of a Conduit Purchaser
Termination Event with respect to a relevant VFC Purchaser Group or any Series 2000-1
Purchase Date with respect to a relevant VFC Purchaser Group, the Series 2000-1
Initial Invested Amount or Series 2000-1 Increase Amount is to be priced with
respect to a relevant VFC Purchaser Group solely with reference to the ABR, or (y)
7:00 a.m., New York City time, three (3) Business Days prior to the Series 2000-1
Issuance Date or such Series 2000-1 Increase Date, as the case may be, if,
after the occurrence of a Conduit Purchaser Termination Event with respect to a
relevant VFC Purchaser Group or any Series 2000-1 Purchase Date with respect to
a relevant VFC Purchaser Group, all or a portion of the Series 2000-1 Initial
Invested Amount or Series 2000-1 Increase Amount is to be allocated with
respect to a relevant VFC Purchaser Group to a Series 2000-1 Eurocurrency
Tranche upon notice given pursuant to Section 3A.04(c)(ii).


 


Each notice shall state (x) the
Series 2000-1 Issuance Date or the Series 2000-1 Increase Date, as the case may
be, (y) the Series 2000-1 Initial U.S. Dollar Invested Amount, the Series 2000-1
Initial Euro Invested Amount, the Series 2000-1 Initial Sterling Invested Amount
or the proposed amount and currency of such Series 2000-1 Increase with respect
to each Class of Series 2000-1 VFC Certificates (the “Series 2000-1
Increase Amount”), as the case may be, and (z) on and after the
occurrence of a Conduit Purchaser Termination Event with respect to a relevant
VFC Purchaser Group or any Series 2000-1 Purchase Date with respect to a
relevant VFC Purchaser Group, the portions of the Series 2000-1 Initial U.S.
Dollar Invested Amount, the Series 2000-1 Initial Euro Invested Amount and the Series
2000-1 Initial Sterling Invested Amount or the Series 2000-1 Increase Amount in
respect thereof (as the case may be) that will be allocated to a Series 2000-1
Eurocurrency Tranche and the Series 2000-1 Floating Tranche with respect to a
relevant VFC Purchaser Group.  Each Series
2000-1 Increase in a specified currency shall be allocated between the
respective VFC Purchaser Groups in the VFC Purchaser Currency Group of the
currency of the relevant Series 2000-1 Increase in accordance with their
respective VFC Currency Pro Rata Share with respect to such currency and the
requirements of Section 2.05(c)(ii)(C).  No Series 2000-1 Purchaser shall be obligated
to fund any such Series 2000-1 Increase, unless concurrently with any such Series
2000-1 Increase in the Series 2000-1 Invested Amount, the Series 2000-1
Subordinated Interest Amount shall be increased by an amount, if any (the “Series 2000-1 Subordinated Interest Increase Amount”), such
that after giving effect to such increase, the Series 2000-1 Adjusted Invested
Amount plus the Series 2000-1 Subordinated
Interest Amount equals the Series 2000-1 Target Receivables Amount.


 


(b)           If a Series 2000-1 Conduit
Purchaser elects not to fund any portion of its VFC Currency Pro Rata Share of
a requested Series 2000-1 Increase, such Series 2000-1 Conduit Purchaser shall
notify the related Funding Agent thereof and deliver a Sale Notice in
accordance with Section 2.06 and each related Series
2000-1 APA Bank shall purchase its Series 2000-1 Currency Commitment


 


8





















 


Percentage of such Series 2000-1 Conduit Purchaser’s Series
2000-1 Purchaser U.S. Dollar Invested Amount, Series 2000-1 Purchaser Euro
Invested Amount and/or Series 2000-1 Purchaser Sterling Invested Amount in
accordance with Section 2.06 and fund such Series 2000-1
Increase in an amount equal to its Series 2000-1 Currency Commitment Percentage
of such Series 2000-1 Increase; provided, however, that a Series 2000-1 APA Bank shall not be
obligated to fund any portion of a Series 2000-1 Increase that would cause the
aggregate of its Series 2000-1 Purchaser U.S. Dollar Invested Amount, Series 2000-1
Purchaser Euro Invested Amount and Series 2000-1 Purchaser Sterling Invested
Amount to exceed an amount equal to its Series 2000-1 Adjusted Commitment at
such time.


 


(c)           The Series 2000-1 Purchasers
shall not be required to make the initial purchase of Series 2000-1 VFC
Certificate Interests on the Series 2000-1 Issuance Date or to increase their
respective Series 2000-1 Purchaser U.S. Dollar Invested Amount, Series 2000-1
Purchaser Euro Invested Amount or Series 2000-1 Purchaser Sterling Invested
Amount on any Series 2000-1 Increase Date unless:


 


(i)            (1) in respect of the Series 2000-1
U.S. Dollar VFC Certificates, the related aggregate Series 2000-1 Initial U.S.
Dollar Invested Amount or Series 2000-1 Increase Amount in respect thereof is
equal to $1,000,000 or an integral multiple of $100,000 in excess thereof, (2) in
respect of the Series 2000-1 Euro VFC Certificates the related aggregate Series
2000-1 Initial Euro Invested Amount or Series 2000-1 Increase Amount in respect
thereof is equal of €1,000,000 or an integral multiple of €100,000 in excess
thereof and (3) in respect of the Series 2000-1 Sterling VFC Certificates the
related aggregate Series 2000-1 Initial Sterling Invested Amount or Series 2000-1
Increase Amount in respect thereof is equal of £1,000,000 or an integral
multiple of £100,000 in excess thereof;


 


(ii)           after giving
effect to the Series 2000-1 Initial Invested Amount or Series 2000-1 Increase
Amount,


 


(A)          the Series 2000-1 Invested
Amount (calculated without regard to clauses (c)(iv) and (v) of the definitions of Series 2000-1 Purchaser U.S.
Dollar Invested Amount, Series 2000-1 Purchaser Euro Invested Amount and Series
2000-1 Purchaser Sterling Invested Amount but with regard to clause (d) of the definition of Series 2000-1 Purchaser Euro
Invested Amount and Series 2000-1 Purchaser Sterling Invested Amount) would not
exceed the Series 2000-1 Maximum Invested Amount on the Series 2000-1 Issuance
Date or such Series 2000-1 Increase Date, as the case may be,


 


(B)           the Series 2000-1 Allocated
Receivables Amount would not be less than the Series 2000-1 Target Receivables
Amount on the Series 2000-1 Issuance Date or such Series 2000-1 Increase Date,
as the case may be, as set forth in the Daily Report delivered on such date,
and


 


9





















 


(C)           with respect to any VFC
Purchaser Group, the aggregate of the Series 2000-1 Purchaser U.S. Dollar
Invested Amount, the Series 2000-1 Purchaser Euro Invested Amount and the Series
2000-1 Purchaser Sterling Invested Amount (calculated without regard to clauses (c)(iv) and (v) of the
definition of Series 2000-1 Purchaser U.S. Dollar Invested Amount, Series 2000-1
Purchaser Euro Invested Amount and Series 2000-1 Purchaser Sterling Invested
Amount, respectively but with regard to clause (d) of
the definition of Series 2000-1 Purchaser Euro Invested Amount and Series 2000-1
Purchaser Sterling Invested Amount) with respect to such VFC Purchaser Group
would not exceed its VFC Pro Rata Share of the Series 2000-1 U.S. Dollar
Invested Amount, Series 2000-1 Euro Invested Amount and Series 2000-1 Sterling
Invested Amount on the Series 2000-1 Issuance Date or such Series 2000-1
Increase Date,


 


(iii)          no Series 2000-1
Early Amortization Event or Potential Series 2000-1 Early Amortization Event
under the Pooling Agreement or this Supplement shall have occurred and be
continuing;


 


(iv)          in the case of
any funding by a Series 2000-1 Conduit Purchaser, such Series 2000-1 Conduit
Purchaser shall have consented to such funding in its sole discretion and no
Conduit Purchaser Termination Event shall have occurred and be continuing with
respect to such Series 2000-1 Conduit Purchaser;


 


(v)           all of the representations and
warranties made by each of the Company, the Master Servicer and each Originator
in each Transaction Document to which it is a party are true and correct in all
material respects on and as of the Series 2000-1 Issuance Date or such Series 2000-1
Increase Date, as the case may be, as if made on and as of such date (except to
the extent such representations and warranties are expressly made as of another
date); and


 


(vi)          in the case of the
initial purchase of Series 2000-1 VFC Certificate Interests on (A) November 18,
2008, HSBC shall have received a duly executed pay-off letter with respect to a
credit agreement between, among others, the Contributor and HSBC Bank USA,
National Association (the “HSBC Credit Agreement”)
which provides that the commitments under the HSBC Credit Agreement shall be
terminated upon the initial purchase of Series 2000-1 VFC Certificate Interests
on November 18, 2008; or (B) any day after November 18, 2008, the commitments
under the HSBC Credit Agreement have been terminated and the “Revolving Loans”
thereunder paid in full, or will be terminated and paid in full simultaneously
with the initial purchase of Series 2000-1 VFC Certificate Interests.


 


The delivery of the Series 2000-1
VFC Certificates on behalf of the Company and the Company’s acceptance of funds
in connection with (x) the Series 2000-1 Purchasers’ initial purchase of the Series
2000-1 VFC Certificates on


 


10

















 


the Series 2000-1 Issuance
Date and (y) each Series 2000-1 Increase occurring on any Series 2000-1
Increase Date shall, in each case, constitute a representation and warranty by
the Company to the Series 2000-1 Purchasers as of the Series 2000-1 Issuance
Date or such Series 2000-1 Increase Date, as the case may be, that all of the
conditions contained in this Section 2.05(c) (excluding
sub-clause (iv)) have been satisfied.


 


(d)           After receipt by each Funding
Agent of the notice required by Section 2.05(a) from
the Master Servicer on behalf of the Company and the Trust, each Funding Agent
shall, so long as the conditions set forth in Sections
2.05(a) and (c) are
satisfied, promptly provide telephonic notice:


 


(i)              prior to the occurrence of a
Conduit Purchaser Termination Event with respect to the related Series 2000-1
Conduit Purchaser, to the related Series 2000-1 Conduit Purchaser; and


 


(ii)           on and after the
occurrence of a Conduit Purchaser Termination Event with respect to the related
Series 2000-1 Conduit Purchaser or in the event the related Series 2000-1
Conduit Purchaser elects not to fund the requested Series 2000-1 Increase
Amount, to each related Series 2000-1 APA Bank,


 


of the Series 2000-1 Increase Date and of the
portion of the Series 2000-1 Increase Amount allocable to such Series 2000-1
Conduit Purchaser and to such Series 2000-1 APA Bank (which shall equal such Series
2000-1 Conduit Purchaser’s VFC Currency Pro Rata Share of the Series 2000-1
Increase Amount in a specified currency and in the case of any Series 2000-1
APA Bank, its Series 2000-1 Currency Commitment Percentage of the Series 2000-1
Increase Amount in a specified currency). 
The Master Servicer shall promptly notify the Company of the Series 2000-1
Increase Date and the amount of the Series 2000-1 Subordinated Interest
Increase Amount.  If a Series 2000-1
Conduit Purchaser elects to fund a Series 2000-1 Increase in a specified
currency, such Series 2000-1 Conduit Purchaser agrees to pay in immediately
available funds its VFC Currency Pro Rata Share of the amount of such Series 2000-1
Increase on the related Series 2000-1 Increase Date to the Trust for deposit in
the Series 2000-1 Principal Concentration Subaccount for distribution to the
Company in accordance with the terms of the Transaction Documents.  On or after the occurrence of a Conduit
Purchaser Termination Event with respect to a Series 2000-1 Conduit Purchaser
or in the event a Series 2000-1 Conduit Purchaser elects not to fund the
requested Series 2000-1 Increase Amount, each related Series 2000-1 APA Bank
agrees to pay in immediately available funds such Series 2000-1 APA Bank’s Series
2000-1 Currency Commitment Percentage of each Series 2000-1 Increase in a
specified currency on the related Series 2000-1 Increase Date to the Trust for
deposit in the Series 2000-1 Principal Concentration Subaccount for
distribution to the Company in accordance with the terms of the Transaction
Documents.


 


11
















 


SECTION 2.06                    Sale by a Series 2000-1
Conduit Purchaser of its Series 2000-1 Purchaser Invested Amount to a Series 2000-1
APA Bank.


 


(a)           On any date prior to the Series
2000-1 Commitment Termination Date, each Series 2000-1 Conduit Purchaser may
deliver a Sale Notice to the related Funding Agent, the Company, the Master
Servicer and the Trustee, to sell to the related Series 2000-1 APA Banks (in
accordance with their respective APA Pro Rata Share), and each Series 2000-1
APA Bank hereby agrees to purchase its Series 2000-1 Commitment Percentage of,
the APA Pro Rata Share of such Conduit Purchaser Interest of the Conduit
Purchaser in its VFC Purchaser Group at the applicable Series 2000-1 Purchase
Price.  Each Sale Notice shall be
delivered by the relevant Series 2000-1 Conduit Purchaser to the applicable
Funding Agent, the Company, the Master Servicer and the Trustee prior to 12:30 p.m.
New York City time, on the proposed Series 2000-1 Purchase Date and shall
constitute an irrevocable offer by such Series 2000-1 Conduit Purchaser to sell
the portion of its Series 2000-1 Purchaser Invested Amount designated in such
notice at the applicable Series 2000-1 Purchase Price.  The Series 2000-1 Purchase Amount set forth
in any Sale Notice delivered by a Series 2000-1 Conduit Purchaser on the Series
2000-1 Commitment Termination Date or upon the occurrence of a Conduit
Purchaser Termination Event with respect to such Conduit Purchaser shall equal
100% of the applicable Conduit Purchaser Interest.    Each Series 2000-1 APA Bank hereby agrees
to purchase from the related Series 2000-1 Conduit Purchaser such Series 2000-1
APA Bank’s APA Pro Rata Share of the Series 2000-1 Purchase Percentage of the
applicable Conduit Purchaser Interest for a purchase price equal to such Series
2000-1 APA Bank’s APA Pro Rata Share of the applicable Series 2000-1 Purchase
Price on such Series 2000-1 Purchase Date (which date, subject to Section 2.06(b), may be the same as the date of the Sale
Notice).  Notwithstanding anything to the
contrary set forth in this Supplement, no Series 2000-1 APA Bank shall have any
obligation to purchase all or any portion of the Conduit Purchaser Interest
from the related Series 2000-1 Conduit Purchaser if, on such Series 2000-1
Purchase Date, any Conduit Purchaser Insolvency Event shall have occurred and
be continuing with respect to such Series 2000-1 Conduit Purchaser.


 


(b)           If, at or prior to 12:30 p.m.
New York City time on any Business Day, a Series 2000-1 Conduit Purchaser
delivers a Sale Notice to the applicable Funding Agent specifying that the
related Series 2000-1 Purchase Date shall be the same date as the date of the
Sale Notice, such Funding Agent shall, by no later than 1:30 p.m. New York City
time, on such Business Day, notify (by telecopy or by telephone call promptly
confirmed in writing by telecopy) the related Series 2000-1 APA Banks of the
receipt and content of the Sale Notice. 
Each related Series 2000-1 APA Bank shall purchase its APA Pro Rata
Share of the Series 2000-1 Purchase Percentage of the Conduit Purchaser
Interest of such Series 2000-1 Conduit Purchaser by depositing its APA Pro Rata
Share of the applicable Series 2000-1 Purchase Price in immediately available
funds into the account(s) specified by the Series 2000-1 Conduit Purchaser in
the Sale Notice no later than 3:00 p.m. New York City time on the same date as
the date of such notice.  If a Series 2000-1
Conduit Purchaser delivers a Sale Notice to the related Funding Agent after
12:30 p.m. New York City time on


 


12





















 


any Business Day or a Series 2000-1 Conduit Purchaser
delivers a Sale Notice to the related Funding Agent specifying that the related
Series 2000-1 Purchase Date shall be a date other than the date of the Sale
Notice, such Funding Agent shall promptly advise (by telecopy or by telephone
call promptly confirmed in writing by telecopy) each related Series 2000-1 APA
Bank of the receipt and content of the Sale Notice.  Notwithstanding the fact that the Series 2000-1
Purchase Date may occur on a date which is later than the date on which the
Sale Notice is delivered to the related Funding Agent, the several obligations
of each related Series 2000-1 APA Bank to make such purchase and to make
payment of the amounts required to be paid by it pursuant to Section 2.06(a) shall arise immediately upon receipt by such
Funding Agent of the Sale Notice.  Upon
payment of the applicable Series 2000-1 Purchase Price as provided herein and
delivery to the Trustee by a Funding Agent of the related Series 2000-1 Conduit
Purchaser’s Series 2000-1 VFC Certificate, the Trustee shall sign, on behalf of
the Trust and without incurring any personal liability in respect of the
Investor Certificates, and shall, upon the written direction of the Master Servicer,
duly authenticate new Series 2000-1 VFC Certificates in the name of the
relevant Funding Agent, for the benefit of each relevant Series 2000-1 APA
Bank, with a Series 2000-1 VFC Certificate Interest with respect to each Series
2000-1 APA Bank equal to such Series 2000-1 APA Bank’s APA Pro Rata Share of
the VFC Pro Rata Share for its VFC Purchaser Group of the Series 2000-1 Maximum
Invested Amount (with reference to clause (a) only
of the definition thereof) and in the name of the relevant Series 2000-1
Conduit Purchaser in a denomination equal to the VFC Pro Rata Share for its VFC
Purchaser Group of the Series 2000-1 Maximum Invested Amount (with reference to
clause (a) only of the definition
thereof) minus the aggregate amount of the Series
2000-1 VFC Certificate Interests of its related Series 2000-1 APA Banks, as set
forth in such written direction and shall deliver such Series 2000-1 VFC
Certificates to the relevant Funding Agent, if applicable, in accordance with
such written direction.


 


(c)           If, by 3:00 p.m. New York City
time, on any Series 2000-1 Purchase Date, any Series 2000-1 APA Bank (any such Series
2000-1 APA Bank, a “Series 2000-1 Defaulting
APA Bank”, and any related Series 2000-1 APA Bank (if any) which is
a member of the same VFC Purchaser Group other than the Series 2000-1
Defaulting APA Bank being referred to as a “Series 2000-1
Non-Defaulting APA Bank”) fails to make its APA Pro Rata Share of
the Series 2000-1 Purchase Price available to the relevant Funding Agent
pursuant to Section 2.06(b) (the aggregate
amount not so made available to the Funding Agent being referred to as the “Series 2000-1 Purchase Price Deficit”), then such Funding
Agent shall, by no later than 3:30 p.m. New York City time, on such Series 2000-1
Purchase Date, instruct each Series 2000-1 Non-Defaulting APA Bank to pay, by
no later than 4:00 p.m. New York City time on such Series 2000-1 Purchase Date,
in immediately available funds, to the account designated by such Funding
Agent, an amount equal to the lesser of (x) such Series 2000-1 Non-Defaulting
APA Banks’ proportionate share (based upon the relative Series 2000-1
Commitments of the Series 2000-1 Non-Defaulting APA Banks) of the Series 2000-1
Purchase Price Deficit and (y) such Series 2000-1 Non-Defaulting APA Bank’s
unused Series 2000-1 Commitment.  A


 


13





















 


Series 2000-1 Defaulting APA Bank shall forthwith,
upon demand, pay to the related Funding Agent for the ratable benefit of the Series
2000-1 Non-Defaulting APA Banks all amounts paid by each Series 2000-1
Non-Defaulting APA Bank on behalf of such Series 2000-1 Defaulting APA Bank,
together with interest thereon, for each day from the date a payment was made
by a Series 2000-1 Non-Defaulting APA Bank until the date such Series 2000-1
Non-Defaulting APA Bank has been paid such amounts in full, at a rate per annum
equal to the sum of the Federal Funds Effective Rate plus
2%.  In addition, without prejudice to
any other rights that a Series 2000-1 Conduit Purchaser may have under
applicable law, each Series 2000-1 Defaulting APA Bank shall pay to the related
Series 2000-1 Conduit Purchaser forthwith upon demand, the difference between
the Series 2000-1 Defaulting APA Bank’s APA Pro Rata Share of the applicable Series
2000-1 Purchase Price and the amount paid with respect thereto by the Series 2000-1
Non-Defaulting APA Banks, together with interest thereon, for each day from the
date of the related Funding Agent’s request for such Series 2000-1 Defaulting
APA Bank’s APA Pro Rata Share of the applicable Series 2000-1 Purchase Price
pursuant to Section 2.06(b) until the date the
requisite amount is paid to the related Series 2000-1 Conduit Purchaser in
full, at a rate per annum equal to the sum of the Federal Funds Effective Rate plus 2%.


 


(d)           The transfer by a Series 2000-1
Conduit Purchaser of all or a portion of its rights in a Series 2000-1 VFC
Certificate pursuant to this Section 2.06
shall be without recourse or warranty, express or implied, except that such Series
2000-1 Conduit Purchaser represents that such Series 2000-1 VFC Certificate is
free and clear of adverse claims created by or arising as a result of claims
against such Series 2000-1 Conduit Purchaser. 
By executing and delivering a Sale Notice pursuant to Section 2.06(a), such Series 2000-1 Conduit Purchaser makes
no representation or warranty and assumes no responsibility with respect to:


 


(i)              any statements, warranties or
representations made in or in connection with such Series 2000-1 VFC
Certificate or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of such Series 2000-1 VFC Certificate, or any other
agreement, instrument or other document furnished pursuant thereto or in
connection therewith, including any Transaction Document; or


 


(ii)           the financial
condition of the Trust, the Trustee, the Master Servicer, any Originator, the
Company or any Obligor (collectively, the “Transaction Parties”),
any other Series 2000-1 Conduit Purchaser, any Series 2000-1 APA Bank or any
Funding Agent, or the performance or observance by the Transaction Parties of
any of their respective obligations under the Series 2000-1 VFC Certificates or
the Transaction Documents.


 


(e)             If on the related Series 2000-1
Purchase Date, there is an applicable Series 2000-1 Loss Amount, then, in such
event, each Series 2000-1 APA Bank in the VFC Purchaser Group with respect to
the sale occurring on such Series 2000-1 Purchase Date agrees that the related
Funding Agent, for the benefit of the related Series 2000-1 Conduit Purchaser,
shall, after the applicable APA


 


14





















 


Bank Aggregate Invested Amount is zero, remit to the
related Series 2000-1 Conduit Purchaser the applicable Series 2000-1 Reduction
Percentage of any amounts received by such Funding Agent with respect to a Series
2000-1 VFC Certificate immediately after receipt of such amounts.


 


SECTION 2.07                     Procedure for Decreasing the Series
2000-1 Invested Amount.


 


(a)             Subject to Section 7.04, on any Business Day during the Series 2000-1
Revolving Period or the Series 2000-1 Amortization Period (except for
Distribution Dates during the Series 2000-1 Amortization Period (which shall be
governed by Section 3A.06(c))), upon written
request by the Master Servicer, the Series 2000-1 U.S. Dollar Invested Amount,
the Series 2000-1 Euro Invested Amount and/or the Series 2000-1 Sterling
Invested Amount may be reduced (a “Series 2000-1 Decrease”)
by the distribution, in accordance with Section 3A.03(b),
by the Trustee for the pro rata
benefit of the Series 2000-1 Purchasers (determined based on the amount which
their Series 2000-1 Purchaser U.S. Dollar Invested Amount, Series 2000-1
Purchaser Euro Invested Amount and/or Series 2000-1 Purchaser Sterling Invested
Amount (as applicable) represents of the aggregate Series 2000-1 Invested
Amount denominated in the applicable currency and Section 2.07(e))
of the aggregate funds on deposit in the Series 2000-1 Principal Concentration
Subaccounts on such day (including any funds deposited therein pursuant to Section 3A.02(d)) in an amount not to exceed the amount of
such aggregate funds on deposit on such day (each date on which a Series 2000-1
Decrease in the Series 2000-1 U.S. Dollar Invested Amount, Series 2000-1 Euro
Invested Amount or Series 2000-1 Sterling Invested Amount occurs hereunder
being herein referred to as the “Series 2000-1 Decrease
Date” applicable to such Series 2000-1 Decrease); provided, that:


 


(i)              the Master Servicer shall have
made such written request by giving each Funding Agent (with a copy to the
Administrative Agent and the Trustee) irrevocable written notice (effective
upon receipt), substantially in the form of Exhibit F
hereto, stating the amount and currency of such Series 2000-1 Decrease, prior
to 7:00 a.m. New York City time,


 


(A)            on the second (2nd)
Business Day prior to the Series 2000-1 Decrease Date, if all or any portion of
the Series 2000-1 Decrease relates to a Series 2000-1 CP Tranche;


 


(B)             on the Business Day of the Series
2000-1 Decrease Date, if the Series 2000-1 Decrease relates solely to a Series 2000-1
Floating Tranche; or


 


(C)             on the Business Day that is
three (3) Business Days prior to the Series 2000-1 Decrease, if all or any
portion of the Series 2000-1 Decrease relates to a Series 2000-1 Eurocurrency
Tranche;


 


provided that a Series 2000-1 Decrease pursuant to Section 2.15 or 2.16 shall
occur on the day determined in accordance with the applicable Section.


 


15





















 


(ii)           (1) in respect of
a Series 2000-1 U.S. Dollar VFC Certificate, such Series 2000-1 Decrease shall
be in an amount equal to $1,000,000 and integral multiples of $100,000 in
excess thereof or the Series 2000-1 U.S. Dollar Invested Amount at such time or
(2) in respect of a Series 2000-1 Euro VFC Certificate, such Series 2000-1
Decrease shall be in an amount equal to €1,000,000 and in integral multiples of
€100,000 in excess thereof or the Series 2000-1 Euro Invested Amount at such
time or (3) in respect of a Series 2000-1 Sterling VFC Certificate, such Series
2000-1 Decrease shall be in an amount equal to £1,000,000 and in integral
multiples of £100,000 in excess thereof or the Series 2000-1 Sterling Invested
Amount at such time; provided that
with respect to any Series 2000-1 Decrease pursuant to Section 2.07(f)
such Series 2000-1 Decrease shall be in a minimum amount for each
relevant VFC Purchaser Group of $100,000, €100,000 or £100,000 (as applicable);
and


 


(iii)          no Series 2000-1
Decrease with respect to a Series 2000-1 Eurocurrency Tranche prior to the
termination of the applicable Series 2000-1 Eurocurrency Period may occur
unless, concurrently with such Series 2000-1 Decrease, the Company shall have
paid to the Series 2000-1 Purchasers any amounts due and payable pursuant to Section 7.04.


 


Each distribution pursuant to
this Section 2.07(a) shall be made by the
Trustee distributing to each Funding Agent the amount of such Series 2000-1
Decrease allocable to the Series 2000-1 Purchasers in such Funding Agent’s VFC
Purchaser Group.


 


(b)             Simultaneously with any such Series
2000-1 Decrease during the Series 2000-1 Revolving Period, the Series 2000-1
Subordinated Interest Amount shall be reduced by an amount (the “Series 2000-1 Subordinated Interest Reduction Amount”) such
that the Series 2000-1 Subordinated Interest Amount shall equal the Series 2000-1
Required Subordinated Amount after giving effect to such Series 2000-1
Decrease.  During the Series 2000-1
Revolving Period, after the distribution described in Section 2.07(a)
has been made, and the Series 2000-1 Subordinated Interest Amount
shall have been reduced by the Series 2000-1 Subordinated Interest Reduction
Amount, a distribution shall be made, in accordance with Section 3A.03(b),
by the Trustee to the holder of the Series 2000-1 Subordinated Interest out of
remaining aggregate funds on deposit in the Series 2000-1 Principal
Concentration Subaccounts in an amount equal to the lesser of (x) the Series 2000-1
Subordinated Interest Reduction Amount and (y) the amount of such remaining
aggregate funds on deposit in the Series 2000-1 Principal Concentration
Subaccount.


 


(c)             Notwithstanding Section 2.07(a), the Funding Agents may, on or prior to the
maturity date of any (i) Series 2000-1 Eurocurrency Tranche; (ii) Series 2000-1
Floating Tranche; or (iii) Series 2000-1 CP Tranche, by providing written
notice to the Trustee and Master Servicer, elect to decrease, in whole or in
part, the Series 2000-1 Invested Amount on the applicable maturity date in the
amount specified in such notice.  In
accordance with any such notice, on the


 


16





















 


maturity of the relevant tranches, the Trustee shall
distribute, in accordance with Section 3A.03(b),
for the pro rata benefit of the Series 2000-1
Purchasers (determined based on the amount their Series 2000-1 Purchaser U.S.
Dollar Invested Amount, Series 2000-1 Purchaser Euro Invested Amount and/or Series
2000-1 Purchaser Sterling Invested Amount (as applicable) represents of the
aggregate Series 2000-1 Invested Amount denominated in the applicable currency
and Section 2.07(e)), of the aggregate
funds on deposit in the Series 2000-1 Principal Concentration Subaccounts on
such day in an amount not to exceed the lesser of (i) the amount of such
aggregate funds on deposit in such subaccounts; and (ii) the decrease in the Series
2000-1 Invested Amount requested by the Funding Agents, plus
all interest and fees payable with respect thereto.  Notwithstanding the foregoing, the exercise
of such option by the Series 2000-1 Purchasers shall not result in a reduction
of the respective commitments of the Series 2000-1 Conduit Purchasers or the
commitments of any of the Series 2000-1 APA Banks pursuant to Section 2.08.  If the Series
2000-1 Purchasers exercise their rights hereunder, so long as the Series 2000-1
Commitments are outstanding and any amount hereunder remains payable to any Series
2000-1 Purchaser, the Series 2000-1 Purchasers shall continue to have the
benefit of the security interests created hereunder.  Each distribution pursuant to this Section 2.07(c) shall be made by the Trustee distributing to
each Funding Agent the amount of such reduction (plus interest and fees payable
with respect thereto) allocable to the Series 2000-1 Purchasers in such Funding
Agent’s VFC Purchaser Group.


 


(d)           Subject to Section 2.07(e), any reduction in the Series 2000-1 Invested
Amount with respect to a VFC Purchaser Group on any Business Day shall be
allocated in the following order of priority:


 


(i)              first, to reduce pro rata the portion of the Series 2000-1 Invested Amount
with respect to such VFC Purchaser Group allocated to Series 2000-1 CP Tranches
and the Series 2000-1 Unallocated Balance, as appropriate; and


 


(ii)             second, to reduce the
portion of the Series 2000-1 Invested Amount with respect to such VFC Purchaser
Group allocated to Series 2000-1 Eurocurrency Tranches in such order as the
Master Servicer may select in order to minimize interest expenses and costs
payable pursuant to Section 7.04.


 


Each distribution pursuant to this Section 2.07(d) shall be made by the Trustee distributing to
each Funding Agent the amount of such reduction (plus interest and fees payable
with respect thereto) allocable to the Series 2000-1 Purchasers in such Funding
Agent’s VFC Purchaser Group.


 


(e)           Any decrease in the Series 2000-1
Purchaser Invested Amount pursuant to Section 2.07(a) or
(c) shall be allocated between the Series
2000-1 U.S. Dollar Invested Amount, the Series 2000-1 Euro Invested Amount and
the Series 2000-1 Sterling Invested Amount as provided in the notice given by
the Master Servicer under Section 2.07(a) or
by the Funding Agents under Section 2.07(c).


 


17





















 


(f)              Notwithstanding the foregoing,
a Series 2000-1 Decrease initiated pursuant to the requirements of Section 2.15 or Section 2.16
shall be implemented in accordance with this Section 2.07;
provided that the provisions of this Section 2.07 shall be applied solely with respect to the
relevant VFC Purchaser Group, mutatis mutandis,
rather than to all VFC Purchaser Groups.


 


SECTION 2.08                     Reductions of the Series 2000-1
Commitments.


 


(a)             On any Distribution Date during
the Series 2000-1 Revolving Period, the Master Servicer, on behalf of the
Company and the Trust may, upon three (3) Business Days prior written notice to
the Funding Agents (with a copy to the Trustee), reduce or terminate the Series
2000-1 Commitments (a “Series 2000-1 Commitment
Reduction”); provided that:


 


(i)              in the case of a reduction,
the Series 2000-1 Aggregate Commitment Amount may only be reduced in an amount
equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and in
the case of a termination, the Series 2000-1 Aggregate Commitment Amount and
the Series 2000-1 Commitments shall each be terminated in their entirety; and


 


(ii)             no such reduction
or termination, as the case may be, shall be permitted if, after giving effect
thereto and to any reduction in the Series 2000-1 Invested Amount (calculated
without regard to clauses (c)(iv) and (v) of the definitions of Series 2000-1 Purchaser U.S.
Dollar Invested Amount, Series 2000-1 Purchaser Euro Invested Amount and Series
2000-1 Purchaser Sterling Invested Amount (as applicable but with regard to clause (d) of the definition of Series 2000-1 Purchaser Euro
Invested Amount and Series 2000-1 Purchaser Sterling Invested Amount)) on such
date, the Series 2000-1 Invested Amount would exceed an amount equal to the Series
2000-1 Adjusted Aggregate Commitment Amount then in effect.


 


Each Series 2000-1 APA Bank’s Series
2000-1 Commitment shall be reduced pro rata by
such Series 2000-1 APA Bank’s Series 2000-1 Adjusted Commitment Percentage of
the amount of such Series 2000-1 Commitment Reduction.


 


(b)           If the Series 2000-1
Amortization Period has commenced, the Series 2000-1 Maximum Invested Amount
shall be reduced to the Series 2000-1 Invested Amount outstanding from time to
time and each Series 2000-1 APA Bank’s Series 2000-1 Commitment shall be
reduced by the product of (i) such Series 2000-1 APA Bank’s Series 2000-1
Commitment Percentage multiplied by (ii)
of the amount of such reduction multiplied by (iii)
the Applicable Liquidity Percentage.


 


(c)           Each Series 2000-1 APA Bank’s Series
2000-1 Commitment shall be reduced by the product of (i) such Series 2000-1 APA
Bank’s Series 2000-1 Commitment Percentage multiplied by (ii)
the amount of any relevant principal reduction amount applied to the reduction
of the Series 2000-1


 


18





















 


Invested Amounts pursuant to Section 2.07(d)
or 2.07(e) multiplied by (iii) the
Applicable Liquidity Percentage.


 


(d)           Once reduced or terminated as
provided in this Section 2.08, the portion of the Series
2000-1 Aggregate Commitment Amount so reduced or terminated may not be
subsequently reinstated.  Upon
effectiveness of any such reduction or termination, the Administrative Agent
shall prepare a revised Schedule I of
this Supplement to reflect the reduced or terminated Series 2000-1 Commitment
of each Series 2000-1 APA Bank and Schedule I of
this Supplement shall be deemed to be automatically superseded by such revised Schedule I.  The
Administrative Agent shall distribute such revised Schedule I
to the Company, the Master Servicer, the Trustee and each Funding Agent.  Concurrently therewith, each Funding Agent
shall distribute a revised Annex I to the Series
2000-1 Asset Purchase Agreement with respect to its VFC Purchaser Group to the
Company, the Master Servicer, the Administrative Agent, the Trustee and each
related Series 2000-1 APA Bank.


 


SECTION 2.09                     Interest; Fees.


 


(a)             Amounts in respect of interest
on the Series 2000-1 VFC Certificates shall be determined in accordance with Section 3A.04 and shall be payable on each Distribution Date
or other applicable day pursuant to Section 3A.06(a).


 


(b)             Prior to the Series 2000-1
Scheduled Commitment Termination Date, the Series 2000-1 Purchasers shall be
entitled to receive a fee with respect to each Accrual Period (or portion
thereof) payable on each Distribution Date during the Series 2000-1 Revolving
Period (the “Series 2000-1 Unused Fee”).  The Series 2000-1 Unused Fee shall accrue on
each day during such Accrual Period in an amount equal to the product of (i) the
Series 2000-1 Unused Fee Rate, times (ii) the
amount by which the average of the Series 2000-1 Aggregate Commitment Amount
during such Accrual Period exceeds the Series 2000-1 Invested Amount of the
related VFC Purchaser Group on such day. 
The Series 2000-1 Unused Fee shall be determined in accordance with Section 3A.04 and be payable on a pro rata
basis (based on the amount which the then applicable Series 2000-1 Invested
Amount owned by the relevant Series 2000-1 Purchaser represents of the then
applicable Series 2000-1 Invested Amount owned by all Series 2000-1 Purchasers)
to each Funding Agent for the benefit of the Series 2000-1 Conduit Purchaser in
its related VFC Purchaser Group or the Series 2000-1 APA Banks in such related
VFC Purchaser Group as part of the Series 2000-1 Monthly Interest on each
Distribution Date during the Series 2000-1 Revolving Period.  The Trustee shall not be liable for the
payment of the Series 2000-1 Unused Fee from its own funds.


 


(c)             Each Series 2000-1 Conduit
Purchaser shall be entitled to receive a fee with respect to each Accrual
Period (or portion thereof) payable on each Distribution Date during the period
prior to the occurrence of a Conduit Purchaser Termination Event with respect
to such Series 2000-1 Conduit Purchaser (the “Series 2000-1
Utilization Fee”).  The Series
2000-1 Utilization Fee shall accrue on each day during such Accrual Period in
an amount equal to the product of (i) the Series 2000-1 Utilization Fee Rate,


 


19





















 


times (ii) the
aggregate of the Series 2000-1 Invested Amount funded by the Series 2000-1
Conduit Purchasers on such day.  The Series
2000-1 Utilization Fee shall be determined in accordance with Section 3A.04 and be  payable on a pro rata basis (based on the amount which the then
applicable Series 2000-1 Invested Amount owned by the relevant Series 2000-1
Conduit Purchaser represents of the then applicable Series 2000-1 Invested
Amount owned by all Series 2000-1 Conduit Purchasers) to each Funding Agent for
the benefit of the Series 2000-1 Conduit Purchaser in its related VFC Purchaser
Group as part of the Series 2000-1 Monthly Interest on each Distribution Date
prior to the occurrence of a Conduit Purchaser Termination Event with respect
to such Series 2000-1 Conduit Purchaser. 
The Trustee shall not be liable for the payment of the Series 2000-1
Utilization Fee from its own funds.


 


(d)           Calculations of per annum
rates under this Supplement shall be made on the basis of the actual number of
days elapsed and a 360 day year with respect to interest rates except with
respect to interest rates based on ABR or the calculation of interest with
respect to the Series 2000-1 Sterling Invested Amount, each of which shall be
calculated on the basis of the actual number of days elapsed and a 365 (or 366,
as the case may be) day year.  Each
Funding Agent shall provide an initial notice of the inclusion of Mandatory
Costs in the determination of the Eurocurrency Rate promptly after such Funding
Agent becomes aware of such condition; provided that
the failure to provide such notice shall not affect or limit the right to
include Mandatory Costs in the determination of the Eurocurrency Rate.  Each determination of Eurocurrency Rate
including (if applicable) any Mandatory Costs by each Funding Agent shall be
conclusive and binding upon each of the parties hereto in the absence of
manifest error.


 


SECTION 2.10                     Indemnification by Huntsman
International and the Company.


 


(a)           Without limiting any other
rights that the Funding Agents, the Administrative Agent, the Series 2000-1
Conduit Purchasers or the Series 2000-1 APA Banks may have under this
Supplement, the Pooling Agreement, the other Transaction Documents or under
applicable law, each of Huntsman International and the Company hereby agrees to
indemnify the Funding Agents, the Administrative Agent, the Series 2000-1
Conduit Purchasers and the Series 2000-1 APA Banks and any of their respective
agents, officers, directors, employees, and agents (each a “Series 2000-1 Indemnified Party” and collectively, the “Series 2000-1 Indemnified Parties”) from and against any and
all damages, losses, claims, liabilities, costs, penalties, judgments and
expenses, including reasonable attorneys’ fees and reasonable disbursements
(all of the foregoing being collectively referred to as “Series 2000-1
Indemnified Amounts”) awarded against or incurred by any of them in
connection with the entering into and performance of this Supplement or any of
the Transaction Documents by any of the Series 2000-1 Indemnified Parties,
excluding, however, any amounts that are finally judicially determined to have
resulted from the gross negligence or willful misconduct on the part of any Series
2000-1 Indemnified Party; provided that
in no event shall Huntsman International be required to make any indemnity
payments resulting from the lack of performance or collectibility of the
Receivables owned by the


 


20





















 


Company (unless such loss results from a breach of
representation or undertaking by Huntsman International or one of its
Affiliates with respect to any such Receivable).


 


(b)             In case any proceeding by any
Person shall be instituted involving any Series 2000-1 Indemnified Party in
respect of which indemnity may be sought pursuant to Section 2.10(a),
such Series 2000-1 Indemnified Party shall promptly notify Huntsman
International and the Company and the Company and Huntsman International, upon
request of such Series 2000-1 Indemnified Party, shall retain counsel
satisfactory to such Series 2000-1 Indemnified Party to represent such Series 2000-1
Indemnified Party and shall pay the reasonable fees and disbursements of such
counsel related to such proceeding.  In
any such proceeding, any Series 2000-1 Indemnified Party shall have the right
to retain its own counsel, at the expense of Huntsman International and the
Company.  Except as set forth herein, it
is understood that neither the Company nor the Master Servicer shall, in
respect of the legal expenses of any Series 2000-1 Indemnified Party in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for the reasonable fees and expenses of more than one separate firm
(in addition to any local counsel) for all such Series 2000-1 Indemnified
Parties and all other parties indemnified by the Company under this Supplement,
the Series 2000-1 Asset Purchase Agreements or any other Transaction Document.


 


(c)             Any payments to be made by
Huntsman International and the Company pursuant to this Section shall be,
without restriction, due and payable from Huntsman International and the
Company, jointly and severally, and shall with respect to amounts owing from
the Company be (i) Company Subordinated Obligations, (ii) be made solely from
funds available to the Company that are not required to be applied to Company
Unsubordinated Obligations then due and (iii) not constitute a general recourse
claim against the Company, but only a claim payable after the satisfaction of
all Company Unsubordinated Obligations then due, except to the extent that
funds are available (including funds available to the Company pursuant to the
exercise of its right to indemnity and other payments pursuant to Sections 2.06 and 8.02 (or
equivalent sections) of the Origination Agreements) to the Company to make such
payments.


 


SECTION 2.11                     Inability to Determine
Eurocurrency Rate.


 


If, prior to the first day on
which any Series 2000-1 Eurocurrency Tranche commences:


 


(a)             any Funding Agent shall have
determined or shall have been notified (which determination or notification, in
the absence of manifest error, shall be conclusive and binding upon the
Company) that, by reason of circumstances affecting the relevant market,
adequate and reasonable means do not exist for ascertaining the applicable
Eurocurrency Rate for such Series 2000-1 Eurocurrency Tranche; or


 


(b)             any Funding Agent shall have
received notice from one or more related Series 2000-1 APA Banks that the
applicable Eurocurrency Rate determined or to be determined for such Series 2000-1
Eurocurrency Tranche will not adequately


 


21





















 


and fairly reflect the cost to such Series 2000-1 APA
Bank (as conclusively certified by such Series 2000-1 APA Bank(s)) of
purchasing or maintaining its/their affected portions of relevant Series 2000-1
Eurocurrency Tranches during the related Settlement Period;


 


then, in either such event,
such Funding Agent shall give telecopy or telephonic notice thereof (confirmed
in writing) to the Company, the Master Servicer, the Administrative Agent, the
Trustee and the Series 2000-1 APA Banks as soon as practicable (but, in any
event, within forty-five (45) days after such determination or notice, as
applicable) thereafter.  Upon delivery of
such notice and until such notice has been withdrawn by such Funding Agent, no
further Series 2000-1 Eurocurrency Tranches shall be made in the relevant
currency or currencies.  Each Funding
Agent agrees to withdraw any such notice as soon as reasonably practicable
after such Funding Agent is notified of a change in circumstances which makes
such notice inapplicable.


 


SECTION 2.12                     Series 2000-1 FX Hedging
Agreements.


 


The Trustee shall at all times
comply with the FX Hedging Policy set forth in Schedule 6
of the Pooling Agreement.


 


SECTION 2.13                     Notices, Reports, Directions
by Master Servicer.


 


Any information, notice or
report to be delivered by, or any instructions, requests, demands, elections or
directions to be given by, the Master Servicer under this Supplement is, unless
otherwise indicated, being delivered or given by the Master Servicer on behalf
of the Company in accordance with the provisions of the Pooling Agreement, this
Supplement and the Servicing Agreement.


 


SECTION
2.14                     Optional Termination by the
Company.


 


(a)           On any Business Day, the Master Servicer
may require the Trustee to cause the Series 2000-1 Revolving Period to
terminate on the date (the “Series 2000-1 Optional
Termination Date”) set forth in an irrevocable written notice (the “Series 2000-1 Optional Termination Notice”) delivered by the
Master Servicer to the Trustee (which date, in any event, shall not be less
than (i) thirty (30) days after the date on which such notice is delivered or (ii)
as otherwise provided in Section 2.14(d)).  Following the occurrence of the Series 2000-1
Optional Termination Date, no amounts deposited in the Series 2000-1 Principal
Collection Subaccount will be distributed to the Company until the Series 2000-1
Invested Amount is paid in full.  To the
extent allocated funds are available therefore, payments of principal on the Series
2000-1 VFC Certificates will commence on the Distribution Date next succeeding
the Series 2000-1 Optional Termination Date and will be made on each Distribution
Date thereafter until the Series 2000-1 Invested Amount is paid in full or the
Participation Assets allocated to the Series 2000-1 Interests have been
depleted.  Notwithstanding the foregoing,
the Series 2000-1 Invested Amount may, on (i) any Distribution Date on or after
the Series 2000-1 Optional Termination Date, be paid in full out of the
proceeds of the issuance of a new Series of Investor Certificates issued in
accordance with Section 5.11 of the Pooling
Agreement, together with (if applicable) funds available in the Series 2000-1
Principal Collection Subaccount or (ii) the 


 


22





















 


Series 2000-1 Optional Termination Date, be paid in
full in accordance with the terms set forth in Section 2.14(b)
through Section 2.14(h).  The Trustee shall give prompt notice of its
receipt of a Series 2000-1 Optional Termination Notice under this Section 2.14(a) to the Series 2000-1 VFC Certificateholders
(in the form and at the location specified by such VFC Certificateholder or the
Trustee).


 


(b)           In connection with the consummation of the
acquisition of control of the Parent Company by Hexion Specialty Chemicals Inc.
(the “Hexion Acquisition”), on any Business
Day, the Master Servicer may require the Trustee to cause the Series 2000-1
Revolving Period to terminate on the Series 2000-1 Optional Termination Date on
the terms set forth in Section 2.14(b) through
Section 2.14(h).  The Master Servicer may initiate, on a
preliminary basis, procedures for a Series 2000-1 Optional Termination Date by
delivering to the Trustee, the Administrative Agent and each Funding Agent a
written notice (an “Initiation Notice”)
by 11:00 a.m. (New York time) specifying a potential Series 2000-1 Optional
Termination Date (a “Potential Series 2000-1
Optional Termination Date”) which date shall not be less than one (1)
Business Day after the date on which such notice is delivered.  Each Funding Agent (on behalf of itself and
the Series 2000-1 Purchasers in its VFC Purchaser Group) and the Administrative
Agent shall, by 5:00 p.m. (New York time) on the date of receipt of such
notice, notify the Company, the Contributor and the Master Servicer of the
amount (determined in accordance with the definition of Series 2000-1 Pay-Off
Amounts) estimated to pay in full all Company Obligations owing to the Series 2000-1
Purchasers, the Funding Agents, the Administrative Agent and the Trustee (the “Series 2000-1 Finance Parties”) as if such amounts were paid
on such Potential Series 2000-1 Optional Termination Date (collectively, the “Estimated Payoff Amount”). 
If the Hexion Acquisition does not occur, for any reason, on a Potential
Series 2000-1 Optional Termination Date, but is expected to occur after such
Potential Series 2000-1 Optional Termination Date, then, (i) if the following
Business Day is not a Renotification Date, the following Business Day will be
deemed to be the new Potential Series 2000-1 Optional Termination Date without
any further notice and (ii) if the following Business Day is a Renotification
Date, then the Master Servicer will deliver a written notice specifying a new
Potential Series 2000-1 Optional Termination Date (an “Extension
Notice”), which shall take into account the related CP Tranche
Maturity Date; provided that if the Master
Servicer does not deliver such written notice, the Funding Agent shall
determine the new CP Tranche Maturity Date at its discretion. Any Extension
Notice may only be given, and any Series 2000-1 Optional Termination Date
designated pursuant to the terms set forth in Section 2.14(b)
through Section 2.14(h) may
occur only, on a Business Day falling within ten (10) calendar days following
the date on which the Master Servicer has delivered the related Initiation
Notice or, if such tenth day is not a Business Day, the following Business Day
(such period, the “Initiation Period”);
provided that if no Series 2000-1
Optional Termination Date has occurred during an Initiation Period, the Master
Servicer may give a new Initiation Notice on the last Business Day of such
Initiation Period or any Business Day following the end of the most recently
ended Initiation Period; provided, further,
that the Master Servicer may only give a 


 


23





















 


total of three (3) Initiation Notices unless otherwise
consented to in writing by the Master Servicer, the Company and the Series 2000-1
Finance Parties.


 


In connection with each new Potential Series 2000-1
Optional Termination Date coinciding with the expected date of the consummation
of the Hexion Acquisition, each Series 2000-1 Finance Party will provide, if
necessary, revised Estimated Payoff Amounts. 
If the Master Servicer has knowledge that the Series 2000-1 Optional
Termination Date will not occur on the following Business Day, it shall deliver to the Trustee, the
Administrative Agent and each Funding Agent a written notice (x) electing to
suspend the procedures which would result in each succeeding Business Day
becoming a Potential Series 2000-1 Optional Termination Date and (y) designating
another Business Day within the relevant Initiation Period as a Potential Series
2000-1 Optional Termination Date and the obligation of the Funding Agents to
provide revised Estimated Payment Amounts shall be suspended until the Business
Day immediately preceding such designated Potential Series 2000-1 Optional
Termination Date.  Notwithstanding the
provisions of this Section
2.14, the Master Servicer shall continue to deliver such notices as
may be required under Section
2.05 and Section
2.07 to increase or decrease the Series 2000-1 Invested Amount until
the occurrence of the Series 2000-1 Optional Termination Date.


 


(c)           For purposes of this Section 2.14:


 


(i)            “Renotification Date”
means 5:00 p.m. (New York time) on a Business Day that is three (3) Business
Days prior to a related CP Tranche Maturity Date; and


 


(ii)           “CP Tranche Maturity Date”
means each date designated by notice to the Master Servicer from the Funding
Agent for a VFC Purchaser Group as the Business Day upon which Commercial Paper
notes issued by the Series 2000-1 Conduit Purchaser in the relevant VFC
Purchaser Group (or related swap agreements) are anticipated to mature in
amounts equal to or greater than the Series 2000-1 Purchaser Invested Amount
for such Series 2000-1 Conduit Purchaser.


 


(d)           Notwithstanding the terms of Section 2.14(a), if, on or prior to 3:00 p.m. (London time),
on the Potential Series 2000-1 Optional Termination Date the applicable Series 2000-1
Pay-Off Amounts (as defined below) are paid to the Trustee and the Funding
Agents: (i) the Series 2000-1 Invested Amount and all other outstanding Company
Obligations shall be paid to the Series 2000-1 Finance Parties from the
proceeds of the Hexion Prepayment Amount (as defined below) and not from funds
provided by the Contributor or the Company; (ii) the Master Servicer shall be
deemed to have given the Series 2000-1 Optional Termination Notice on such
date; (iii) such date shall be deemed to be the Series 2000-1 Optional
Termination Date; and (iv) the Series 2000-1 Revolving Period shall
automatically terminate on such Series 2000-1 Optional Termination Date.  Each Funding Agent shall give prompt notice
of its receipt of any notice given by the Master Servicer under Section 2.14(b)
or Section 2.14(d) to the Series 2000-1 Purchasers in its VFC Purchaser Group.


 


24




















 


(e)           The “Hexion Prepayment Amount”
shall be an amount paid to the Trustee, the Administrative Agent and the
Funding Agents, equal to the amount, calculated by each of Administrative
Agent, the Trustee and the Funding Agents to pay in full all Company Obligations
owing to the Series 2000-1 Finance Parties as if such payment were
received by them on or prior to 3:00 p.m. (London Time) one (1) Business
Day after the relevant Potential Series 2000-1 Optional Termination
Date.  The Hexion Prepayment Amount for each
Series 2000-1 Purchaser will be an estimate of the sum (without
duplication) of the aggregate: (i) Series 2000-1 Daily Euro Interest
Expense, Series 2000-1 Daily Dollar Interest Expense and Series 2000-1
Daily Sterling Interest Expense (as applicable) anticipated to accrue through
the relevant CP Tranche Maturity Date (including (A) Series 2000-1
Unused Fee through the relevant CP Tranche Maturity Date and (B) Series 2000-1
Utilization Fee through the relevant Potential Series 2000-1 Optional
Termination Date); and (ii) such other amounts due and owing to the Series 2000-1
Finance Parties pursuant to the Pooling Agreement and the Series 2000-1
Supplement, including the applicable Series 2000-1 Purchaser Invested Amount
(collectively, the “Series 2000-1 Pay-Off
Amounts”). The Hexion Prepayment Amount for the Trustee shall be
deemed to be the monthly fee of USD 4,583.33 payable to the Trustee.  The Series 2000-1 Pay-Off Amounts shall
be paid to the accounts of the applicable parties pursuant to payment instructions
provided by the Series 2000-1 Finance Parties (which may be set forth in
any notice of Estimated Payoff Amounts).


 


(f)            The Company, the Contributor and the Master
Servicer hereby acknowledge that the Series 2000-1 Pay-Off Amounts
specified in any notice which is given pursuant to Section 2.14(e) are
only an estimate of the amounts which are payable to the respective Series 2000-1
Finance Parties.  The Contributor and the
Master Servicer hereby acknowledge and agree that if any such Series 2000-1
Pay-Off Amounts are insufficient to pay in full the amount of all Company
Obligations which are or will be payable to any Series 2000-1 Finance
Party pursuant to the Transaction Documents, then the Contributor or the Master
Servicer shall pay or cause to be paid to the relevant Series 2000-1
Finance Party an amount equal to any such deficiency within (2) Business
Days after written demand therefor.  The
Contributor and the Master Servicer hereby acknowledge and agree that any
amount payable pursuant to the preceding sentence may include any additional
cost of funds incurred by a Series 2000-1 Finance Party for funding any
such deficiency.  Each Series 2000-1
Finance Party hereby acknowledges and agrees that if any Series 2000-1
Pay-Off Amounts paid to it from the proceeds of the Hexion Prepayment Amount
are, in its reasonable determination, in excess of amounts necessary to pay in
full the amount of all Company Obligations which are or will be payable to such
Series 2000-1 Finance Party pursuant to the Transaction Documents, then
such Series 2000-1 Finance Party shall pay to the Person(s) designated
by the Master Servicer an amount equal to such excess within two (2) Business
Days after the final application of the proceeds of the Series 2000-1
Pay-Off Amounts.


 


(g)           Upon receipt of the Series 2000-1
Pay-Off Amounts on the Series 2000-1 Optional Termination Date, each
Funding Agent (on behalf of itself and the


 


25





















 


Series 2000-1 Purchasers in its VFC Purchaser Group)
and the Administrative Agent shall send written notice in the form attached
hereto as Exhibit H, on or prior to 4:00 p.m.
(London time) on such day, to the Trustee (with a copy to each other)
confirming receipt of such amounts.  Upon
receipt by the Trustee of such notice with respect to each Series 2000-1
Finance Party, the Trustee is hereby authorized and directed to deliver a
release in the form attached hereto as Exhibit I
(the “Release Agreement”) on such Series 2000-1
Optional Termination Date. Notwithstanding anything to the contrary in this
Supplement or the Agreement, the payment of Series 2000-1 Pay-Off Amounts
to the Series 2000-1 Finance Parties in accordance with Section 2.14(b) through Section 2.14(h) shall
be deemed to be a final distribution pursuant to Section 9.03
of the Agreement with respect to the Series 2000-1 VFC Certificates and
the termination provisions of the Pooling Agreement shall be interpreted
accordingly.


 


(h)           The Master Servicer and the Contributor
hereby agree to indemnify each Series 2000-1 Finance Party and each of
their respective directors, officers, managers and employees (each an “Indemnified Person”) against all losses, claims, damages,
penalties, judgments, liabilities, costs and expenses (including, but not limited
to, all reasonable fees, costs and expenses incurred in the preparation,
negotiation, execution and performance of this Series 2000-1 Supplement
and the Release Agreement) that such Indemnified Person may on behalf of itself
or any other Indemnified Person, pay or incur arising out of or relating to
this Series 2000-1 Supplement and the Release Agreement, whether such
losses, claims, damages, penalties, judgments, liabilities, costs and expenses
are paid or incurred before, on or after the date hereof, excluding, however,
any amounts that are finally judicially determined to have resulted from the
gross negligence or willful misconduct on the part of any Indemnified Person.


 


SECTION 2.15                     Mandatory Reduction in Series 2000-1
Invested Amount


 


On each Commitment Confirmation Date, the
Master Servicer shall determine if the aggregate Series 2000-1 Invested
Amount for each VFC Purchaser Group (determined in U.S. Dollars) exceeds the
aggregate Series 2000-1 Adjusted Commitment in relation to the Series 2000-1
APA Banks in such VFC Purchaser Group (a “VFC Excess Exposure”).  If a VFC Excess Exposure exists with respect
to a VFC Purchaser Group, the Master Servicer shall, on the relevant Commitment
Confirmation Date, make a Series 2000-1 Decrease in an amount equal or
greater than such VFC Excess Exposure with respect only to such VFC Purchaser
Group but otherwise in accordance with Section 2.07(f) and
the other provisions of Section 2.07
which apply thereto pursuant to Section 2.07(f);
provided that this Section 2.15
shall not affect or limit the ability otherwise to initiate Series 2000-1
Decreases pursuant to Section 2.07.


 


SECTION 2.16                     Allocations Among VFC Purchaser Groups


 


Notwithstanding the other provisions of
this Supplement which provide that the Series 2000-1 Initial Invested
Amount, Series 2000-1 Increases and Series 2000-1 Decreases be
allocated among VFC Purchaser Groups pro rata in accordance with the VFC Pro
Rata Shares and VFC Currency Pro Rata Shares (the “Pro Rata
Rules”), the parties hereto acknowledge and agree that allocations
in accordance with the Pro Rata Rules may be impractical to achieve


 


26

















 


and agree that the Master Servicer shall
take reasonable efforts to comply with the Pro Rata Rules requirements set
forth in this Supplement subject to the following conditions:


 


(i)            the Master Servicer shall use reasonable
efforts to allocate Series 2000-1 Increases and Series 2000-1
Decreases among the VFC Purchaser Groups in accordance with the Pro Rata Rules but
in any event shall not make any allocation after which, giving effect thereto,
any VFC Purchaser Group’s Series 2000-1 Invested Amount would be more than
$15,000,000 (or the U.S. Dollar equivalent of any other currency as determined
at the Spot Rate) above or below the Series 2000-1 Invested Amount which
would apply in accordance with the Pro Rata Rules (an “Excess Deviation”); provided that (1) if
at any time an Excess Deviation does exist with respect to a VFC Purchaser
Group, the Master Servicer shall within three (3) Business Days after the date
on which such Excess Deviation first occurred, provide notice thereof to the
Funding Agents, and upon receipt of a request by any Funding Agent related to a
VFC Purchaser Group with respect to which such Excess Deviation exists, shall
within three (3) Business Days after such request, make a Series 2000-1
Decrease in an amount which is sufficient to eliminate such Excess Deviation
with respect to such VFC Purchaser Group; in accordance with Section 2.07(f) and the other provisions of Section 2.07 which apply thereto pursuant to Section 2.07(f); and (2) any VFC Purchaser Group
may waive the right to request a Series 2000-1 Decrease under this
provision; and


 


(ii)           on each day upon which any Series 2000-1
CP Tranche matures, the Master Servicer shall initiate a Series 2000-1
Increase and/or a Series 2000-1 Decrease which will be allocated among VFC
Purchaser Groups in a manner which is consistent with the Pro Rata Rules so
that after giving effect to such allocations the Series 2000-1 Invested
Amounts are allocated among the VFC Purchaser Groups so that the Series 2000-1
Invested Amounts are allocated approximately in accordance with the Pro Rata
Rules;


 


provided that it is understood that
the Master Servicer shall not be obliged to take actions to adjust the Series 2000-1
Invested Amounts in accordance with the Pro Rata Rules as required by the
foregoing clauses (i) and (ii) if the reason such adjustment is required is due
to the Series 2000-1 U.S. Dollar Invested Amount being in amount which is
not sufficient to allocate to the Dollar Only VFC Purchaser Group in accordance
with the Pro Rata Rules.


 


ARTICLE
III


 


ARTICLE
III OF THE AGREEMENT


 


SECTION 3.01


 


Section 3.01 of the Pooling
Agreement and each other section of Article III
of the Pooling Agreement relating to another Series shall be read in its
entirety as provided in the Pooling Agreement. 
Article III of the Pooling
Agreement (except for Section 3.01
thereof and any portion thereof relating to another Series) shall read in its
entirety as follows and shall be


 


27

















 


exclusively applicable to the Series 2000-1
VFC Certificates and the Series 2000-1 Subordinated Interests.


 


SECTION 3A.02                  Establishment of Series 2000-1
Accounts.


 


(a)           On the Transferred Business
Effective Date, the Trustee shall cause to be established and shall cause to be
maintained in the name of the Trustee, as Trustee, with an Eligible
Institution, with respect to the Series 2000-1 VFC Certificates:


 


(i)            (A) a Concentration
Account for Pound Sterling (the “Series 2000-1 Pound
Sterling Concentration Account”), (B) a Concentration Account
for Euro (the “Series 2000-1 Euro Concentration Account”),
and (C) a Concentration Account for U.S. Dollar (the “Series 2000-1
U.S. Dollar Concentration Account” and, together with the Series 2000-1
Pound Sterling Concentration Account and the Series 2000-1 Euro
Concentration Account, the “Series 2000-1
Concentration Accounts”);


 


(ii)           a series of
subaccounts of each Series 2000-1 Concentration Account consisting of (A) a
Principal Concentration Subaccount for Pound Sterling (the “Series 2000-1 Pound Sterling Principal Concentration Subaccount”),
(B) a Principal Concentration Subaccount for Euro (the “Series 2000-1 Euro Principal Concentration Subaccount”),
and (C) a Principal Concentration Subaccount for U.S. Dollar (the “Series 2000-1 U.S. Dollar Principal Concentration Subaccount”
and, together with the Series 2000-1 Pound Sterling Principal
Concentration Subaccount and the Series 2000-1 Euro Principal
Concentration Subaccount, the “Series 2000-1
Principal Concentration Subaccounts”);


 


(iii)          a series of
subaccounts of each Series 2000-1 Concentration Account consisting of (A) a
Non-Principal Concentration Subaccount for Pound Sterling (the “Series 2000-1 Pound Sterling Non-Principal Concentration
Subaccount”), (B) a Non-Principal Concentration Subaccount for Euro
(the “Series 2000-1 Euro Non-Principal Concentration
Subaccount”), and (C) a Non-Principal Concentration Subaccount for
U.S. Dollar (the “Series 2000-1 U.S.
Dollar Non-Principal Concentration Subaccount” and, together with
the Series 2000-1 Pound Sterling Non-Principal Concentration Subaccount
and the Series 2000-1 Euro Non-Principal Concentration Subaccount, the “Series 2000-1 Non-Principal Concentration Subaccounts”);
and


 


(iv)          a further series
of subaccounts of each of the Series 2000-1 Non-Principal Concentration
Subaccounts consisting of (A) an Accrued Interest Subaccount for Pound
Sterling (the “Series 2000-1 Pound Sterling Accrued
Interest Subaccount”), (B) an Accrued Interest Subaccount for
Euro (the “Series 2000-1 Euro Accrued Interest
Subaccount”), and (C) an Accrued Interest Subaccount for U.S.
Dollar (the “Series 2000-1 U.S. Dollar Accrued Interest
Subaccount” and, together with the Series 2000-1 Pound Sterling
Accrued Interest


 


28





















 


Subaccount and the Series 2000-1 Euro Accrued
Interest Subaccount, the “Series 2000-1 Accrued
Interest Subaccounts”).


 


All accounts established
pursuant to this Section 3A.02(a) and listed on Schedule II,
are collectively referred to as the “Series 2000-1
Accounts”.  Each Series 2000-1
Account shall be under the sole dominion and control of the Trustee.  The beneficial interest in each Series 2000-1
Account shall be solely and beneficially owned for the benefit of the Series 2000-1
Purchasers, in each case in accordance with the terms of the Transaction
Documents and the records of the Trustee shall bear a designation clearly
indicating that the funds deposited therein are so held for the benefit of the Series 2000-1
Purchasers.  The Trustee, on behalf of
the Trust for the benefit of the Series 2000-1 Purchasers, shall possess
all right, title and interest in all funds from time to time on deposit in, and
all Eligible Investments credited to, the Series 2000-1 Accounts and in
all proceeds thereof. The Series 2000-1 Accounts shall be under the sole
dominion and control of the Trustee for the exclusive benefit of the Series 2000-1
Purchasers.


 


The Trustee hereby appoints
The Bank of New York Mellon, and The Bank of New York Mellon hereby agrees to
act, as “securities intermediary” (as such term is defined in Section 8-102(a)(14)
of the UCC), for and on behalf of the Trustee for the benefit of the Trust,
with respect to, each of the Series 2000-1 Accounts and the “security
entitlements” and “financial assets” (as each such term is defined in the UCC)
with respect thereto. The Bank of New York Mellon in its capacity as securities
intermediary with respect to, each of the Series 2000-1 Accounts hereby
confirms and agrees that each of the Series 2000-1 Accounts is a “securities
account” (as defined in Section 8-501(a) of the UCC).  The Bank of New York Mellon hereby further
agrees with respect to each of the Series 2000-1 Account that: (x) the
Trustee is the sole “entitlement holder” (as such term in defined in Section 8-102(a)(7)
of the UCC) with respect to such accounts and no other Person shall have the
right to give “entitlement orders” (as such term is defined in Section 8-102(a)(8))
with respect to such accounts; and (y) each item of property (whether
investment property, financial asset, security, instrument or cash) credited to
such accounts shall be treated by it as a “financial asset” within the meaning
of Section 8-102(a)(9) of the UCC. 
The Bank of New York Mellon agrees to comply with entitlement orders,
written instructions or other instructions (for purposes of Sections 8-106 and
9-104 of the UCC) originated by the Trustee, without further consent of the
Company, directing disposition of funds in the Series 2000-1
Accounts.  The Trustee, the Company and
The Bank of New York Mellon hereby agree that notwithstanding any choice of law
or governing law otherwise applicable to the Company Concentration Accounts,
the Series 2000-1 Accounts, the State of New York is the “securities
intermediary’s jurisdiction” for the purposes of Article 8 of the UCC with
respect to each of the Series 2000-1 Accounts.


 


(b)           All Eligible Investments in
the Series 2000-1 Accounts shall be held by the Trustee, on behalf of the
Trust, for the benefit of the Series 2000-1 Purchasers.  Funds on deposit in a Series 2000-1
Account shall, at the written direction of the Master Servicer, be invested by
the Trustee in Eligible Investments which


 


29





















 


shall mature on the Business Day prior to the date of
the scheduled application of such funds.


 


(c)           On any Business Day, the
Company may deposit funds from Collections only to the subaccount of the
General Reserve Account relating to Series 2000-1.  At the request of the Master Servicer, on any
Business Day the Trustee shall release to the Company any funds on deposit in
such subaccount so long and to the extent that (i) the Series 2000-1
Allocated Receivables Amount is at least equal to the sum of the Series 2000-1
Target Receivables Amount for such day and (ii) the Company is not liable
at such time to make any other payment under the Pooling Agreement or this
Supplement (whether due at such time or on the next Distribution Date).


 


(d)           On any Business Day, the
Master Servicer may, in accordance with Section 2.06
of the Servicing Agreement, deposit Servicer Advances into the appropriate
currency Series 2000-1 Principal Concentration Subaccount or Series 2000-1
Non-Principal Concentration Subaccount.


 


(e)           On each date on which a FX
Counterparty makes a payment to the Trustee pursuant to a Series 2000-1 FX
Hedging Agreement with respect to the Series 2000-1 VFC Certificates, the
Trustee shall deposit such payment into the relevant Series 2000-1
Principal Concentration Subaccount.  On
any Business Day on which the Trustee is required to make a payment to such FX
Counterparty pursuant to a Series 2000-1 FX Hedging Agreement, the Trustee
may make such payment from funds available in the relevant Series 2000-1
Principal Concentration Subaccount.


 


SECTION 3A.03                  Daily Allocations.


 


(a)           The portion of the Aggregate
Daily Collections allocated to Series 2000-1 pursuant to Article III of the Pooling Agreement shall be allocated
as set forth in this Article III.  The Master Servicer shall determine such
allocations in accordance with this Article III and
direct the Trustee to make such allocations by delivering the Daily Report and
the Trustee shall allocate such amounts in accordance with the instructions of
the Master Servicer in the Daily Report (upon which the Trustee may
conclusively rely, subject to its obligation to perform the procedures set
forth in the Internal Operating Procedures Memorandum) as follows:


 


(i)            first, during the Series 2000-1
Amortization Period (if any) amounts are owed to any Person on account of
Servicing Fees incurred in respect of the performance of its responsibilities
as Successor Master Servicer, an amount equal to the product of (a) the
amount so owed to such Successor Master Servicer and (b) a fraction, the
numerator of which shall be equal to the Series 2000-1 Invested Amount as
of the end of the immediately preceding Accrual Period and the denominator of
which shall be equal to the Aggregate Invested Amount as of the end of the
immediately preceding Accrual Period shall be transferred from the relevant Series 2000-1
Concentration Account to the relevant Series 2000-1 Non-Principal
Concentration Subaccount in accordance with the Account Currency Priority;


 


30





















 


(ii)           second, on each
Business Day, following the transfers (if any) pursuant to clause (i) above,
an amount equal to the Series 2000-1 Accrued Expense Amount for such day
(or, during the Series 2000-1 Revolving Period, such greater amount as the
Master Servicer may request in writing) shall be transferred from the relevant Series 2000-1
Concentration Account to the relevant Series 2000-1 Non-Principal Concentration
Subaccount in accordance with the Account Currency Priority; provided that:


 


(A)          on the tenth (10th)
Business Day of each Accrual Period (and each Business Day thereafter, if
necessary, until the full amount of any positive Series 2000-1 Accrued
Expense Adjustment is transferred),


 


(B)           on the day of any Series 2000-1
Increase (and each Business Day thereafter, if necessary, until the full amount
of any positive Series 2000-1 Accrued Expense Adjustment is transferred),


 


(C)           on the day of any distribution
pursuant to Section 2.07, and


 


(D)          on the last Business Day of
each Accrual Period,


 


an amount equal to the Series 2000-1
Accrued Expense Adjustment shall, if such adjustment is a positive amount, be
transferred from the relevant Series 2000-1 Concentration Account to the
relevant Series 2000-1 Non-Principal Concentration Subaccount in
accordance with the Account Currency Priority, or if such adjustment is a
negative amount, be transferred from the relevant Series 2000-1
Non-Principal Concentration Subaccount to the relevant Series 2000-1
Concentration Account with respect to the same currency (or deducted from the
transfer in respect of the Series 2000-1 Accrued Expense Amount for such
Business Day);


 


(iii)          third, on each
Business Day (including Distribution Dates), following the transfers pursuant
to sub-clauses (i) and (ii) above, any remaining funds on deposit in the Series 2000-1
Concentration Accounts shall be transferred by the Trustee to the relevant Series 2000-1
Principal Concentration Subaccounts with respect to the same currency.


 


(b)           (i)            On each Business Day during
the Series 2000-1 Revolving Period (including Distribution Dates), after
giving effect to (x) all allocations of Aggregate Daily Collections
referred to in subparagraphs (a)(i), (a)(ii) and (a)(iii) on
such Business Day and (y) any deposit resulting from a Series 2000-1
Increase (if any) pursuant to Section 2.05(d) on
such Business Day, amounts on deposit in the Series 2000-1 Principal
Concentration Subaccounts shall be distributed by the Trustee not later than
2:30 p.m. London time (but only to the extent that the Trustee has
received a Daily Report which reflects the receipt of the Aggregate Daily
Collections on deposit therein not later than 12:30 p.m. London time, upon
which Daily Report the Trustee may conclusively rely,


 


31





















 


subject to its obligation to perform the
procedures set forth in the Internal Operating Procedures Memorandum),


 


(A)          first, to distribute
to the account designated by the Master Servicer an amount equal to the
Outstanding Amount Advanced (if any) from the applicable Series 2000-1
Principal Concentration Subaccount corresponding to the Approved Currency in
which the Master Servicer has made the Servicer Advance;


 


(B)           second, to distribute
amounts payable with respect to reductions in the Series 2000-1 Invested
Amount and Series 2000-1 Subordinated Interest Amount in accordance with Section 2.07; and


 


(C)           third, any remaining
balances in the Series 2000-1 Principal Concentration Subaccounts shall be
transferred to the relevant Company Receipts Accounts in accordance with
directions contained in the Daily Report or to such accounts or such Persons as
the Master Servicer may direct in writing (which directions may consist of
standing instructions provided by the Company that shall remain in effect until
changed by the Company in writing);


 


provided that (1) the
distributions under sub-clauses (A) and (C) shall be made only if no Series 2000-1 Early
Amortization Event, or Potential Series 2000-1 Early Amortization Event or
has occurred and is continuing; and (2) distributions from the Series 2000-1
Principal Concentration Subaccount for purposes of sub-clause (C) above
and Section 2.07 shall be made in
accordance with the Account Currency Priority.


 


(ii)           On each Business
Day during the Series 2000-1 Amortization Period (including Distribution
Dates), funds deposited in the Series 2000-1 Principal Concentration
Subaccounts shall be invested in Eligible Investments that mature on or prior
to the Business Day immediately preceding the next Distribution Date and shall
be distributed on such Distribution Date in accordance with Section 3A.06(c). 
Except as set forth in Section 3A.06(c),
no amounts on deposit in any Series 2000-1 Principal Concentration
Subaccount shall be distributed by the Trustee to the Company or the owner of
the Series 2000-1 Subordinated Interests during the Series 2000-1
Amortization Period; provided that
amounts on deposit which represent Collections received on Ineligible
Receivables, may be released to the Company subject to payment having been made
by the Company in respect of such Ineligible Receivables in accordance with Section 2.05 of the Pooling Agreement and/or (as the
case may be) the Exchangeable Company Interests having been reduced in
accordance therewith and the Trustee having received all relevant payments from
the Company in connection with the foregoing.


 


32




















 


(c)            (i)            On each Business Day, an amount equal to the Series 2000-1
Daily U.S. Dollar Interest Deposit for such day shall be transferred by the
Trustee, based solely on the information provided to the Trustee by the Master
Servicer in the Daily Report (upon which the Trustee may conclusively rely,
subject to its obligation to perform the procedures set forth in the Internal
Operating Procedures Memorandum), from the relevant Series 2000-1
Non-Principal Concentration Subaccount to the relevant Series 2000-1 Accrued
Interest Subaccount in accordance with the Account Currency Priority. Amounts
transferred pursuant to sub-clauses  (b)(1)(ii) and (iii) of
the Account Currency Priority shall be converted into U.S. Dollars at the
applicable currency Spot Rate provided by the Paying Agent prior to any such
transfer.


 


(ii)           On each Business Day, an amount equal to the Series 2000-1 Daily
Euro Interest Deposit for such day shall be transferred by the Trustee, based
solely on the information provided to the Trustee by the Master Servicer in the
Daily Report (upon which the Trustee may conclusively rely, subject to its
obligation to perform the procedures set forth in the Internal Operating
Procedures Memorandum), from the relevant Series 2000-1 Non-Principal
Concentration Subaccount to the relevant Series 2000-1 Accrued Interest
Subaccount in accordance with the Account Currency Priority.  Amounts transferred pursuant to sub-clauses  (b)(2)(ii) and
(iii) of the Account Currency
Priority shall be converted into Euro at the applicable currency Spot Rate
provided by the Paying Agent prior to any such transfer.


 


(iii)          On each Business Day, an amount equal to the Series 2000-1 Daily
Sterling Interest Deposit for such day shall be transferred by the Trustee,
based solely on the information provided to the Trustee by the Master Servicer
in the Daily Report (upon which the Trustee may conclusively rely, subject to
its obligation to perform the procedures set forth in the Internal Operating
Procedures Memorandum), from the relevant Series 2000-1 Non-Principal
Concentration Subaccount to the relevant Series 2000-1 Accrued Interest
Subaccount in accordance with the Account Currency Priority.  Amounts transferred pursuant to sub-clauses (b)(3)(ii) and (iii) of
the Account Currency Priority shall be converted into Pounds Sterling at the
applicable currency Spot Rate provided by the Paying Agent prior to any such
transfer.


 


(d)           The allocations to be made pursuant to this Section 3A.03
are subject to the provisions of Sections 2.05, 2.06, 7.02 and 9.01 of the Pooling Agreement.


 


SECTION 3A.04                  Determination of Interest.


 


The amount in respect of
interest distributable with respect to the Series 2000-1 VFC Certificates
on each Distribution Date for the Accrual Period then ending shall be determined
by the Master Servicer as follows:


 


(a)            (i)            (1) For the Series 2000-1 U.S. Dollar
VFC Certificates, the amount of interest distributable (“Series 2000-1
U.S. Dollar Monthly Interest


 


33

















 


Distribution”) on each Distribution Date shall be the
aggregate amount of Series 2000-1 Daily U.S. Dollar Interest Expense
accrued during the Accrual Period ending on such Distribution Date, (2) for
the Series 2000-1 Euro VFC Certificates, the amount of interest distributable
(“Series 2000-1 Euro Monthly Interest
Distribution”) on each Distribution Date shall be the aggregate
amount of Series 2000-1 Daily Euro Interest Expense accrued during the
Accrual Period ending on such Distribution Date and (3) for the Series 2000-1
Sterling VFC Certificates, the amount of interest distributable (“Series 2000-1 Sterling Monthly Interest Distribution”)
on each Distribution Date shall be the aggregate amount of Series 2000-1
Daily Sterling Interest Expense accrued during the Accrual Period ending on
such Distribution Date.


 


(ii)           On or before the first day of each Accrual Period or any other day
(other than a Distribution Date) upon which (x) a Series 2000-1
Increase is to occur in accordance with Section 2.05
or (y) the Series 2000-1 Invested Amounts are to be reduced in
accordance with Section 2.07, each Funding
Agent shall notify the Trustee and the Master Servicer of the Series 2000-1
U.S. Dollar Certificate Rate applicable with respect to the Series 2000-1
U.S. Dollar VFC Certificates, the Series 2000-1 Euro Certificate Rate
applicable with respect to the Series 2000-1 Euro VFC Certificates and the
Series 2000-1 Sterling Certificate Rate applicable with respect to the Series 2000-1
Sterling VFC Certificates for its VFC Purchaser Group (and, if applicable, the
CP Rate, Eurocurrency Rate or ABR which applies and the Series 2000-1 U.S.
Dollar Invested Amount, the Series 2000-1 Euro Invested Amount and Series 2000-1
Sterling Invested Amount as to which such rates apply).


 


(iii)          If the Series 2000-1 U.S. Dollar Certificate Rate applicable to any
Series 2000-1 U.S. Dollar VFC Certificate, the Series 2000-1 Euro
Certificate Rate applicable to any Series 2000-1 Euro VFC Certificate or
the Series 2000-1 Sterling Certificate Rate applicable to any Series 2000-1
Sterling VFC Certificate changes during any Accrual Period, the Funding Agent
with respect to the VFC Purchaser Group to which such change applies shall
notify the Trustee and the Master Servicer of such changes.  The parties to this Supplement hereby
acknowledge and agree that the Series 2000-1 CP Rate determined with
respect to any Series 2000-1 CP Tranche represents an estimate of the
expected rate that would apply to the funding of such Series 2000-1 CP
Tranche for the relevant Series 2000-1 CP Rate Period.  At least two (2) Business Days prior to
the last day of the Accrual Period, the related Funding Agent shall notify the
Trustee and the Master Servicer of the actual rate and corresponding CP Costs
for the Accrual Period then ending.


 


(iv)          Following any change in the amount of any Series 2000-1
Eurocurrency Tranche, Series 2000-1 CP Tranche or Series 2000-1
Floating Tranche or the Series 2000-1 U.S. Dollar Certificate Rate, Series 2000-1
Euro Certificate Rate or Series 2000-1 Sterling


 


34

















 


Certificate Rate which applies to all or any portion thereof during an
Accrual Period:


 


(A)          the Series 2000-1 U.S. Dollar Monthly Interest, Series 2000-1
Euro Monthly Interest or Series 2000-1 Sterling Monthly Interest (as
applicable) shall be calculated with respect to such changed amount and/or
changed rate for the number of days in the Accrual Period during which such
changed amount is outstanding and/or changed rate is applicable; and


 


(B)           the Master Servicer shall amend the Monthly Settlement Report to reflect
the adjustment in the Series 2000-1 U.S. Dollar Monthly Interest, Series 2000-1
Euro Monthly Interest or Series 2000-1 Sterling Monthly Interest for such
Accrual Period caused by such change and any consequent adjustments and the
Master Servicer shall also provide written notification to the Trustee of any
such change in the Series 2000-1 U.S. Dollar Certificate Rate, the Series 2000-1
Euro Certificate Rate or the Series 2000-1 Sterling Certificate Rate.


 


(C)           Any amendment to the Monthly Settlement Report pursuant to this Section 3A.04(a)(iv) shall be completed by 1:00 p.m.
London time, on the next Settlement Report Date.


 


(b)           (i)            On each Distribution Date, the Master Servicer
shall determine the excess, if any (the “Series 2000-1 U.S.
Dollar Interest Shortfall”), of (i) the aggregate Series 2000-1
U.S. Dollar Monthly Interest Distribution for the Accrual Period ending on such
Distribution Date over (ii) the sum of (A) the amount that will be
available to be distributed to the Series 2000-1 Purchasers on such
Distribution Date in respect thereof pursuant to Sections
3A.03 and 3A.06(a) and
(B) the amount of Servicer Advances (if any) made by the Master Servicer
pursuant to Section 2.06 of the Servicing
Agreement and Section 3A.02(d) for
purposes  of  paying the Series 2000-1
U.S. Dollar Monthly Interest Distribution for such Accrual Period.  If the Series 2000-1 U.S. Dollar
Interest Shortfall with respect to any Distribution Date is greater than zero,
an additional amount (“Series 2000-1 U.S.
Dollar Additional Interest”) equal to the product of (A) the
number of days until such Series 2000-1 U.S. Dollar Interest Shortfall
shall be repaid divided by 365 (or 366, as the
case may be), (B) the ABR plus 3.50% and (C) such
Series 2000-1 U.S. Dollar Interest Shortfall that has not been paid to the
Series 2000-1 Purchasers shall be payable as provided herein with respect
to the Series 2000-1 U.S. Dollar VFC Certificates on each Distribution
Date following such Distribution Date to but excluding the Distribution Date on
which such Series 2000-1 U.S. Dollar Interest Shortfall is paid to the Series 2000-1
U.S. Dollar VFC Certificateholders.


 


(ii)           On each Distribution Date, the Master Servicer
shall determine the excess, if any (the “Series 2000-1 Euro
Interest Shortfall”), of (i) the aggregate Series 2000-1
Euro Monthly Interest Distribution for the


 


35

















 


Accrual Period ending on such Distribution Date over (ii) the
sum of (A) the amount that will be available to be distributed to the Series 2000-1
Purchasers on such Distribution Date in respect thereof pursuant to Sections 3A.03 and 3A.06(a) and
(B) the amount of Servicer Advances (if any) made by the Master Servicer
pursuant to Section 2.06 of the Servicing
Agreement and Section 3A.02(d) for
purposes of paying the Series 2000-1 Euro Monthly Interest Distribution
for such Accrual Period.  If the Series 2000-1
Euro Interest Shortfall with respect to any Distribution Date is greater than
zero, an additional amount (“Series 2000-1 Euro
Additional Interest”) equal to the product of (A) the number of
days until such Series 2000-1 Euro Interest Shortfall shall be repaid divided by 365 (or 366, as the case may be), (B) the
ABR plus 3.50% and (C) such Series 2000-1
Euro Interest Shortfall that has not been paid to the Series 2000-1
Purchasers shall be payable as provided herein with respect to the Series 2000-1
Euro VFC Certificates on each Distribution Date following such Distribution
Date to but excluding the Distribution Date on which such Series 2000-1
Euro Interest Shortfall is paid to the Series 2000-1 Euro VFC
Certificateholders.


 


(iii)          On each Distribution Date, the Master Servicer
shall determine the excess, if any (the “Series 2000-1
Sterling Interest Shortfall”), of (i) the aggregate Series 2000-1
Sterling Monthly Interest Distribution for the Accrual Period ending on such
Distribution Date over (ii) the sum of (A) the amount that will be
available to be distributed to the Series 2000-1 Purchasers on such
Distribution Date in respect thereof pursuant to Sections
3A.03 and 3A.06(a) and
(B) the amount of Servicer Advances (if any) made by the Master Servicer
pursuant to Section 2.06 of the Servicing
Agreement and Section 3A.02(d) for
purposes of paying the Series 2000-1 Sterling Monthly Interest
Distribution for such Accrual Period.  If
the Series 2000-1 Sterling Interest Shortfall with respect to any Distribution
Date is greater than zero, an additional amount (“Series 2000-1
Sterling Additional Interest”) equal to the product of (A) the
number of days until such Series 2000-1 Sterling Interest Shortfall shall
be repaid divided by 365 (or 366, as the case may
be), (B) the ABR plus 3.50% and (C) such Series 2000-1
Sterling Interest Shortfall that has not been paid to the Series 2000-1
Purchasers shall be payable as provided herein with respect to the Series 2000-1
Sterling VFC Certificates on each Distribution Date following such Distribution
Date to but excluding the Distribution Date on which such Series 2000-1
Sterling Interest Shortfall is paid to the Series 2000-1 Sterling VFC
Certificateholders.


 


(c)            On any Business Day, the Master Servicer may,
with respect to any VFC Purchaser Group and subject to Section 3A.04(d),
elect to allocate all or any portion of the Series 2000-1 Available
Pricing Amount:


 


(i)             prior to a Conduit Purchaser Termination Event
with respect to the related Series 2000-1 Conduit Purchaser, to a Series 2000-1
CP Tranche commencing on such Business Day by giving the


 


36

















 


Administrative Agent and each Funding Agent irrevocable written or
telephonic (confirmed in writing) notice thereof, which notice must be received
by the Funding Agents prior to 7:00 a.m. New York City time, three (3) Business
Days (or if such notice relates to the Series 2000-1 Purchaser U.S. Dollar
Investment Amount, two (2) Business Days) prior to such Business Day (provided that the selection of Series 2000-1 CP
Tranches shall be at the sole discretion of the related Funding Agents); or


 


(ii)           (x) on or after the occurrence of a Conduit Purchaser Termination
Event or Series 2000-1 Purchase Date with respect to the related Conduit
Purchaser, to one or more Series 2000-1 Eurocurrency Tranches by reference
to the ABR by giving the Administrative Agent and the Funding Agents
irrevocable written or telephonic (confirmed in writing) notice, thereof, which
notice must be received prior to 7:00 a.m. New York City time on such
Business Day, or (y) on or after the occurrence of a Conduit Purchaser
Termination Event with respect to the related Conduit Purchaser or Series 2000-1
Purchase Date with respect to the related Conduit Purchaser, to one or more Series 2000-1
Eurocurrency Tranches with Series 2000-1 Eurocurrency Periods commencing
on such Business Day by giving the
Administrative Agent and the Funding Agents irrevocable written or telephonic
(confirmed in writing) notice thereof, which notice must be received by the
Funding Agents prior to 7:00 a.m. New York City time, three (3) Business
Days prior to such Business Day.


 


Each such notice shall specify
(A) the applicable Business Day, (B) the currency of the Series 2000-1
Available Pricing Amount with respect to such allocation, (C) the Series 2000-1
Available Pricing Amount that shall be allocable to any Series 2000-1 CP
Tranche and (D) the Series 2000-1 Eurocurrency Period and the portion
of the Series 2000-1 Available Pricing Amount being allocated to each Series 2000-1
Eurocurrency Tranche (if any).  On or
after any Series 2000-1 Purchase Date with respect to a VFC Purchaser
Group, each Funding Agent shall notify the related Series 2000-1 APA Banks
of the contents of each such notice promptly upon receipt thereof.  So long as no Conduit Purchaser Termination
Event has occurred with respect to any of the Series 2000-1 Conduit
Purchasers, the allocation of Series 2000-1 Available Pricing Amount in a
specified currency to Series 2000-1 CP Tranches shall be allocated as
among the Series 2000-1 Conduit Purchasers pro rata
based on their VFC Currency Pro Rata Share with respect to such specified
currency.


 


(d)           Notwithstanding anything to the contrary
contained in this Section 3A.04:


 


(i)             if a Series 2000-1 Conduit Purchaser holds
a Series 2000-1 Purchaser Invested Amount, such Series 2000-1 Conduit
Purchaser shall approve the portion of the Series 2000-1 Invested Amount
funded by it which is to be allocated to Series 2000-1 CP Tranches; and


 


(ii)           if a Series 2000-1 APA Bank holds a Series 2000-1
Purchaser Invested Amount:


 


37

















 


(A)          the portion of the Series 2000-1 Purchaser Invested Amount with
respect to such Series 2000-1 APA Bank allocable to each Series 2000-1
Eurocurrency Tranche must be in an amount equal to 500,000 units of the
currency applicable for such Series 2000-1 Eurocurrency Tranche or an
integral multiple of 500,000 units of the currency applicable for such Series 2000-1
Eurocurrency Tranche in excess thereof;


 


(B)           no more than five Series 2000-1 Eurocurrency Tranches shall be
outstanding at any one time with respect to any VFC Purchaser Group;


 


(C)           after the occurrence and during the continuance of any Series 2000-1
Early Amortization Event or Potential Series 2000-1 Early Amortization
Event, each Funding Agent may choose to allocate any portion of the Series 2000-1
Available Pricing Amount with respect to its VFC Purchaser Group to a Series 2000-1
Eurocurrency Tranche or Series 2000-1 Floating Rate Tranche; and


 


(D)          after the end of the Series 2000-1 Revolving Period, the Company
(or the Master Servicer on behalf of the Company) may not select any Series 2000-1
Eurocurrency Period that does not end on or prior to the next succeeding
Distribution Date.


 


SECTION 3A.05                  Determination of Series 2000-1
Monthly Principal.


 


(a)            Payments of Series 2000-1
Principal.  The amount of principal in respect of the Series 2000-1
U.S. Dollar VFC Certificates (the “Series 2000-1 U.S.
Dollar Monthly Principal Payment”), the amount of principal in
respect of the Series 2000-1 Euro VFC Certificates (the “Series 2000-1 Euro Monthly Principal Payment”) and the
amount of principal in respect of the Series 2000-1 Sterling VFC
Certificates (the “Series 2000-1
Sterling Monthly Principal Payment”) distributable from the Series 2000-1
Principal Concentration Subaccounts on each Distribution Date during the Series 2000-1
Amortization Period shall be equal to the amount on deposit in such subaccounts
on the immediately preceding Settlement Report Date after giving effect to any
payments which in accordance with Section 3A.02(e) are
to be received from or are required to be made to the FX Counterparty pursuant
to any Series 2000-1 FX Hedging Agreements with respect to the Series 2000-1
VFC Certificates; provided, however, that the Series 2000-1 U.S. Dollar Monthly
Principal Payment, the Series 2000-1 Euro Monthly Principal Payment and
the Series 2000-1 Sterling Monthly Principal Payment on any Distribution
Date shall not exceed the Series 2000-1 U.S. Dollar Invested Amount, the Series 2000-1
Euro Invested Amount and the Series 2000-1 Sterling Invested Amount,
respectively, on such Distribution Date after giving effect to the reductions
and increases pursuant to paragraphs (b) and
(c) below.  Further, on any other Business Day during the
Series 2000-1 Amortization Period, funds shall be distributed from the Series 2000-1


 


38

















 


Principal Concentration Subaccounts to the Series 2000-1
VFC Certificateholders in accordance with Section 2.07
of this Supplement.


 


(b)           Reductions to Series 2000-1 Principal.  If, on
any Special Allocation Settlement Report Date, the Series 2000-1 Allocable
Charged-Off Amount is greater than zero for the related Settlement Period, the
Trustee shall (in accordance with the written directions of the Master Servicer
provided in accordance with Section 3.01(b)(ii) of
the Pooling Agreement, upon which the Trustee may conclusively rely, subject to
its obligation to perform the procedures set forth in the Internal Operating Procedures
Memorandum) make the following applications of such amount in the following
order of priority:


 


(i)            first, the Series 2000-1
Required Subordinated Amount shall be reduced (but not below zero) by an amount
equal to the Series 2000-1 Allocable Charged-Off Amount (which shall be
reduced by the amount so applied); and


 


(ii)           second, to the extent that the Series 2000-1
Allocable Charged-Off Amount is greater than zero following the applications in
clause (i) above, the Series 2000-1
U.S. Dollar Invested Amount, the Series 2000-1 Euro Invested Amount and
the Series 2000-1 Sterling Invested Amount shall be reduced pro rata (but not below zero) by such remaining Series 2000-1
Allocable Charged-Off Amount (which shall be reduced by the amount so applied)
and such reduction shall be allocated to the Series 2000-1 Purchaser U.S.
Dollar Invested Amount, the Series 2000-1 Purchaser Euro Invested Amount
and the Series 2000-1 Purchaser Sterling Invested Amount pro rata based on the amount each of the Series 2000-1
Purchaser U.S. Dollar Invested Amount, Series 2000-1 Purchaser Euro
Invested Amount and/or Series 2000-1 Purchaser Sterling Invested Amount
(as applicable) represents of the aggregate Series 2000-1 Invested Amount.


 


(c)            Increases to Series 2000-1
Principal.  If, on any Special Allocation Settlement
Report Date, the Series 2000-1 Allocable Recoveries Amount is greater than
zero for the related Settlement Period, the Trustee shall (in accordance with
written directions from the Master Servicer upon which the Trustee may
conclusively rely, subject to its obligation to perform the procedures set
forth in the Internal Operating Procedures Memorandum) make the following
applications (after giving effect to the applications in Section 3A.05(b) of
such amount in the following order of priority):


 


(i)            first, the Series 2000-1
U.S. Dollar Invested Amount, the Series 2000-1 Euro Invested Amount and
the Series 2000-1 Sterling Invested Amount shall be increased (but only to
the extent of any previous reductions of the Series 2000-1 U.S. Dollar
Invested Amount, the Series 2000-1 Euro Invested Amount and the Series 2000-1
Sterling Invested Amount pursuant to Section 3A.05(b)(ii))
by the amount of the Series 2000-1 Allocable Recoveries Amount (which
shall be reduced by the amount so applied) and such increase shall be allocated
to the Series 2000-1 Purchaser U.S. Dollar Invested Amount, the Series 2000-1
Purchaser Euro Invested Amount and the Series 2000-1


 


39

















 


Purchaser Sterling Invested Amount pro rata based on the amount each of the Series 2000-1
Purchaser U.S. Dollar Invested Amount, Series 2000-1 Purchaser Euro
Invested Amount and/or Series 2000-1 Purchaser Sterling Invested Amount
(as applicable) represents of the aggregate Series 2000-1 Invested Amount;
and


 


(ii)           second, to the extent that the Series 2000-1
Allocable Recoveries Amount is greater than zero following the applications in clause (i) above, the Series 2000-1 Required
Subordinated Amount shall be increased (but only to the extent of any previous
reductions of the Series 2000-1 Required Subordinated Amount pursuant to Section 3A.05(b)(i)) by such remaining Series 2000-1
Allocable Recoveries Amount (which shall be reduced by the amount so applied).


 


SECTION 3A.06                  Applications.


 


(a)           Series 2000-1 Accrued Interest Subaccounts.


 


The Trustee shall distribute to the Paying Agent,
based solely on the information provided to the Trustee by the Master Servicer
in the Daily Report (upon which the Trustee may conclusively rely, subject to
its obligation to perform the procedures set forth in the Internal Operating
Procedures Memorandum), on each Distribution Date, from amounts on deposit in
the Series 2000-1 Accrued Interest Subaccounts in accordance with the
Account Currency Priority:


 


(i)            an amount equal to the Outstanding Amount
Advanced with respect to Series 2000-1 (if any), to the account designated
by the Master Servicer pursuant to Section 3A.02(d);  and


 


(ii)           pro rata:


 


(x)            for the Series 2000-1 U.S. Dollar VFC
Certificates, an amount equal to the Series 2000-1 U.S. Dollar Monthly
Interest Distribution payable on such Distribution Date (such amount, the “Series 2000-1 U.S. Dollar Monthly Interest Payment”), plus the amount of any Series 2000-1 U.S. Dollar
Monthly Interest Payment previously due but not distributed to the Series 2000-1
Purchasers on a prior Distribution Date, plus the amount
of any Series 2000-1 U.S. Dollar Additional Interest for such Distribution
Date and any Series 2000-1 U.S. Dollar Additional Interest previously due
but not distributed to the applicable Series 2000-1 Purchasers on a prior
Distribution Date;


 


(y)           for the Series 2000-1 Euro VFC Certificates, an amount equal to the
Series 2000-1 Euro Monthly Interest Distribution payable on such Distribution
Date (such amount, the “Series 2000-1 Euro
Monthly Interest Payment”), plus the amount
of any Series 2000-1 Euro Monthly Interest Payment previously due but not
distributed to the Series 2000-1 Purchasers on a prior Distribution Date, plus the amount of any Series 2000-1 Euro Additional
Interest for such Distribution Date and any Series 2000-1 Euro Additional
Interest previously due


 


40

















 


but
not distributed to the applicable Series 2000-1 Purchasers on a prior
Distribution Date; and


 


(z)            for the Series 2000-1 Sterling VFC
Certificates, an amount equal to the Series 2000-1 Sterling Monthly
Interest Distribution payable on such Distribution Date (such amount, the “Series 2000-1 Sterling Monthly Interest Payment”), plus the amount of any Series 2000-1 Sterling Monthly
Interest Payment previously due but not distributed to the Series 2000-1
Purchasers on a prior Distribution Date, plus the amount
of any Series 2000-1 Sterling Additional Interest for such Distribution
Date and any Series 2000-1 Sterling Additional Interest previously due but
not distributed to the applicable Series 2000-1 Purchasers on a prior
Distribution Date.


 


(b)           Series 2000-1 Non-Principal Concentration Subaccounts.


 


On each Distribution Date, the
Trustee shall, based solely on the information provided to the Trustee by the
Master Servicer in the Daily Report (upon which the Trustee may conclusively
rely, subject to its obligation to perform the procedures set forth in the
Internal Operating Procedures Memorandum), apply funds on deposit in the Series
2000-1 Non-Principal Concentration Subaccounts in the following order of
priority to the extent funds are available:


 


(i)             first, an amount equal to the Series 2000-1
Monthly Servicing Fee for the Accrual Period ending on such Distribution Date
shall be withdrawn by the Trustee and paid to the Master Servicer (less any amounts payable to the Trustee pursuant to Section 8.05 of the Pooling Agreement, which shall be
paid to the Trustee) from the Series 2000-1 Non-Principal Concentration
Subaccounts in accordance with the Account Currency Priority (amounts paid
pursuant to sub-clauses (b)(1)(ii) or (iii) of the Account Currency Priority shall be
converted to U.S. Dollars at the applicable currency Spot Rate provided by the
Paying Agent);


 


(ii)           second, (following the applications in clause (i), an amount equal to any Series 2000-1
Program Costs due and payable shall be withdrawn by the Trustee and paid to the
Persons owed such amounts from the Series 2000-1 Non-Principal
Concentration Subaccounts in accordance with the Account Currency Priority; and


 


(iii)          third, any remaining amounts on deposit in the Series 2000-1
Non-Principal Concentration Subaccounts (in excess of the Series 2000-1
Accrued Expense Amount as of such Distribution Date) not allocated pursuant to clauses (i) and (ii) above
shall be paid to the holder of the Series 2000-1 Subordinated Interests; provided, however, that
during the Series 2000-1 Amortization Period, such remaining amounts shall
be deposited in the relevant Series 2000-1 Principal Concentration
Subaccount for distribution in accordance with Section 3A.06(c).


 


41
















 


(c)            Series 2000-1 Amortization
Period - Series 2000-1 Principal Concentration Subaccounts.


 


During (x) the Series 2000-1
Amortization Period and (y) during any period
following the occurrence of the Series 2000-1 Optional Termination Date
and ending on the Series 2000-1 Optional Termination Final Distribution
Date (as applicable), the
Trustee shall, based solely on the information provided to the Trustee by the
Master Servicer in the Daily Report (upon which the Trustee may conclusively
rely, subject to its obligation to perform the procedures set forth in the
Internal Operating Procedures Memorandum), apply, on each Distribution Date,
amounts on deposit in the Series 2000-1 Principal Concentration
Subaccounts in the following order of priority:


 


(i)            first, an amount equal
to the Outstanding Amount Advanced with respect to the Series 2000-1 (if
any) shall be distributed from the applicable Series 2000-1 Principal
Subaccount corresponding to the Approved Currency in which the Master Servicer
has made the Servicer Advance to the account designated by the Master Servicer
pursuant to Section 3A.02(d);


 


(ii)           second, an amount equal to the Series 2000-1
U.S. Dollar Monthly Principal Payment, the Series 2000-1 Euro Monthly
Principal Payment and the Series 2000-1 Sterling Monthly Principal Payment
for such Distribution Date shall be distributed to the Paying Agent, on behalf
of the Series 2000-1 Purchasers, from the Series 2000-1 Principal
Concentration Subaccounts in accordance with the Account Currency Priority pro rata to the Series 2000-1 U.S. Dollar VFC
Certificateholders, the Series 2000-1 Euro VFC Certificateholders and the Series 2000-1
Sterling VFC Certificateholders in reduction (to zero) of the Series 2000-1
U.S. Dollar Invested Amount, the Series 2000-1 Euro Invested Amount and
the Series 2000-1 Sterling Invested Amount, respectively;


 


(iii)          third, if, following the payment in full of all
amounts set forth in clauses (i) and
(ii) above, any amounts are owed
to the Trustee or the Series 2000-1 Purchasers, such amounts shall be
transferred to pay the Trustee or the Paying Agent, on behalf of the Series 2000-1
Purchasers, as the case may be, from the Series 2000-1 Principal
Concentration Subaccounts in accordance with the Account Currency Priority; and


 


(iv)          fourth, following the payment in full of all amounts
set forth in clauses (i), (ii) and (iii) above, the remaining (if any) amounts on deposit
in the Series 2000-1 Principal Concentration Subaccounts on such
Distribution Date shall be distributed to the Company, as holder of the Series 2000-1
Subordinated Interests.


 


Notwithstanding the foregoing, during the Amortization Period the
Administrative Agent may, at the direction of the Funding Agents representing
66-2/3% or more of the Series 2000-1 Invested
Amount, apply (or direct the Paying Agent to apply) amounts on deposit in the Series 2000-1
Principal


 


42

















 


Concentration Accounts as between the Series 2000-1 Euro VFC
Certificates, Series 2000-1 Sterling VFC Certificates and the Series 2000-1
U.S. Dollar VFC Certificates taking into account prevailing exchange rates in
order to maximize payments in respect of the Series 2000-1 Euro Invested
Amount, Series 2000-1 Sterling Invested Amount and the Series 2000-1
U.S. Dollar Invested Amount; provided that
such application by the Administrative Agent, at the direction of the Funding
Agents, shall be made on an equitable basis taking into account the outstanding
Series 2000-1 Invested Amount in respect of each VFC Purchaser Group.


 


ARTICLE
IV


 


DISTRIBUTIONS
AND REPORTS


 


Article IV of the Pooling Agreement (except for any
portion thereof relating to another Series) shall read in its entirety as
follows and the following shall be exclusively applicable to the Series 2000-1
VFC Certificate issued pursuant to this Supplement:


 


SECTION 4A.01                  Distributions.


 


(a)           On each Distribution Date, the Trustee shall distribute to each Funding
Agent with respect to its VFC Purchaser Group from the accounts indicated in Article III the aggregate amount to be distributed to
all Series 2000-1 Purchasers pursuant to Article III.  Each Funding Agent shall distribute to each
related Series 2000-1 Purchaser to which such amounts are owed its pro rata share of such amounts based upon the Series 2000-1
Invested Amount at such time owned by each Series 2000-1 Purchaser in such
Funding Agent’s VFC Purchaser Group or as is otherwise required by this
Supplement, the applicable Series 2000-1 Asset Purchase Agreement or
related agreements.


 


(b)           All allocations and distributions hereunder shall be in accordance with
the Daily Report and the Monthly Settlement Report and shall be made in
accordance with the provisions of Section 11.04
and subject to Section 3.01(i) of the
Pooling Agreement.


 


(c)           All distributions which pursuant to Section 3A.06,
are to be made pro rata as between the Series 2000-1
U.S. Dollar VFC Certificates, the Series 2000-1 Sterling VFC Certificates
and the Series 2000-1 Euro VFC Certificates shall be determined pro rata based on the Series 2000-1 Invested Amount of
the Series 2000-1 U.S. Dollar VFC Certificates, the Series 2000-1
Sterling VFC Certificates and the Series 2000-1 Euro VFC Certificates
(determined with respect to Series 2000-1 VFC Certificates not denominated
in U.S. Dollars in U.S. Dollars at the Spot Rate as determined on the Business
Day immediately preceding the relevant distribution).


 


(d)           For purposes of clarification, the Account Currency Priority shall not
affect the determination of the respective priority or amounts to be paid with
respect to the Series 2000-1 VFC Certificates denominated in different
currencies but rather determines the priority of the source of funds to be
applied to the amounts that are to be distributed with respect to the Series 2000-1
VFC Certificates denominated in a specific currency.


 


43

















 


SECTION 4A.02                  Daily Reports.


 


The Master Servicer shall
provide each Funding Agent, the Trustee and the Liquidation Servicer with a
Daily Report in accordance with Section 4.01
of the Servicing Agreement and substantially in the form of Exhibit D to this Supplement, together with a copy of
the Purchase Documents relating to each transfer occurring pursuant to the
Receivables Purchase Agreements on such Business Day.  Each Funding Agent shall make copies of the
Daily Report available to its related Series 2000-1 Purchasers, upon
reasonable request, at such Funding Agent’s office at its address as specified
from time to time in accordance with Section 11.09.


 


SECTION 4A.03                  Reports and Notices.


 


(a)           Monthly Settlement Reports.  On each Settlement Report Date,
the Master Servicer shall deliver to the Trustee, each Funding Agent and the
Liquidation Servicer a Monthly Settlement Report in the Form of Exhibit E to this Supplement setting forth, among other
things, the Series 2000-1 Loss Reserve Ratio, the Series 2000-1
Dilution Reserve Ratio, the Series 2000-1 Minimum Ratio, the Series 2000-1
Ratio, the Series 2000-1 U.S. Dollar Monthly Interest, the Series 2000-1
Euro Monthly Interest, the Series 2000-1 Sterling Monthly Interest, the Series 2000-1
U.S. Dollar Additional Interest, the Series 2000-1 Euro Additional
Interest, the Series 2000-1 Sterling Additional Interest, the Series 2000-1
Carrying Cost Reserve Ratio, the Servicing Reserve Ratio, the Series 2000-1
Monthly Servicing Fee, the Series 2000-1 U.S. Dollar Monthly Principal
Payment, the Series 2000-1 Euro Monthly Principal Payment, the Series 2000-1
Sterling Monthly Principal Payment, the Servicer Advances made by the Master
Servicer during the related Settlement Period, and Outstanding Amount Advanced
as of the end of the related Settlement Period, each as recalculated taking
into account the immediately preceding Settlement Period and to be applied for
the period commencing on (and including) such Settlement Report Date and ending
on (and not including) the next succeeding Settlement Report Date.  Each Funding Agent shall forward a copy of
each Monthly Settlement Report to any of its related Series 2000-1
Purchasers upon request by any such Series 2000-1 Purchaser.


 


(b)           Annual Certificateholders’ Tax Statement.  On or
before January 31 of each calendar year (or such earlier date as required
by applicable law), the Master Servicer on behalf of the Trustee shall furnish,
or cause to be furnished, to each Person who at any time during the preceding
calendar year was a Series 2000-1 Purchaser, a statement prepared by the
Master Servicer containing the aggregate amount distributed to such Person for
such preceding calendar year or the applicable portion thereof during which
such Person was a Series 2000-1 Purchaser, together with such other
information as is required to be provided by an issuer of indebtedness under
the Code and such other customary information as the Master Servicer deems
necessary to enable the Series 2000-1 Purchasers to prepare their tax
returns.  Such obligation of the Master
Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall have been provided by the Trustee,
the related Funding Agent or the Master Servicer pursuant to any requirements
of the Code as from time to time in effect. 
Tax returns for the Trust shall be prepared by the Company (or the
Master Servicer on its behalf) in accordance


 


44

















 


with Section 8.11
of the Pooling Agreement and the Trustee shall be under no obligation to
prepare tax returns for the Trust.


 


(c)            Series 2000-1 Early
Amortization Event/Distribution of Principal Notices.  Upon
the Company or the Master Servicer obtaining actual knowledge of the occurrence
of a Series 2000-1 Early Amortization Event or Potential Series 2000-1
Early Amortization Event, the Master Servicer shall give prompt written notice
thereof to the Trustee, the Liquidation Servicer, the Administrative Agent and
to each Funding Agent.  As promptly as
reasonably practicable after its receipt of notice of the occurrence of a Series 2000-1
Early Amortization Event, each Funding Agent shall give notice to each related Series 2000-1
Purchaser.  In addition, on the Business
Day preceding each day on which a distribution of principal is to be made
during the Series 2000-1 Amortization Period, the Master Servicer shall
direct each Funding Agent (with a copy to the Administrative Agent) to send
notice to each related Series 2000-1 Purchaser, which notice shall set
forth the amount of principal to be distributed on the related date to each Series 2000-1
Purchaser with respect to the outstanding Series 2000-1 VFC Certificates.


 


ARTICLE V


 


ADDITIONAL SERIES 2000-1 EARLY AMORTIZATION EVENTS


 


SECTION 5.01                     Additional Series 2000-1 Early
Amortization Events.


 


If any one of: (I) the
events specified in Section 7.01
of the Pooling Agreement or (II) the following events (each, a “Series 2000-1 Early Amortization Event”), shall occur,
in each case after giving effect to the lapse of any grace period, the giving
of any notice or making of any determination applicable thereto:


 


(a)            (i)            failure on the part of the Master Servicer to direct
any payment or deposit to be made, or failure of any payment or deposit to be
made, in respect of amounts owing on (A) any Series 2000-1 U.S.
Dollar VFC Certificate in respect of Series 2000-1 Daily U.S. Dollar
Interest Expense or Series 2000-1 Daily U.S. Dollar Interest Deposit (or
amounts derived from either of them), (B) any Series 2000-1 Euro VFC
Certificate in respect of Series 2000-1 Daily Euro Interest Expense or Series 2000-1
Daily Euro Interest Deposit (or amounts derived from either of them), (C) any
Series 2000-1 Sterling VFC Certificate in respect of Series 2000-1
Daily Sterling Interest Expense or Series 2000-1 Daily Sterling Interest
Deposit (or amounts derived from either of them) or (D) the Series 2000-1
Unused Fee or Series 2000-1 Utilization Fee, in each case within one (1) Business
Day of the date such interest or Series 2000-1 Unused Fee or Series 2000-1
Utilization Fee is due;


 


(ii)           failure on the part of the Master Servicer to
direct any payment or deposit to be made in respect of any other amount owing
on the Series 2000-1 VFC Certificates within one (1) Business Day of
the date such amount is due or such deposit is required to be made; or


 


45

















 


(iii)          failure on the part of the Master Servicer to
direct any payment or deposit to be made, or of the Company to make any payment
or deposit in respect of any other amounts owing by the Company, under any
Pooling and Servicing Agreement to or for the benefit of any of the Series 2000-1
Purchasers within two (2) Business Days of the date such amount is due or such
deposit is required to be made;


 


provided, however,
that no Series 2000-1 Early Amortization shall exist if such failure is
directly attributable to a Trustee Force Majeure Delay;


 


(b)           failure on the part of the Company duly to observe or perform in any
material respect any covenant or agreement of the Company set forth in any
Pooling and Servicing Agreement (including each covenant contained in Sections 2.07 and 2.08 of the
Pooling Agreement) that continues unremedied fifteen (15) Business Days after
the earlier of (i) the date on which a Responsible Officer of the Company
or a Responsible Officer of the Master Servicer has knowledge of such failure
and (ii) the date on which written notice of such failure, requiring the
same to be remedied, shall have been given to the Company by the Trustee, or to
the Company and the Trustee by the Administrative Agent at the direction of the
Series 2000-1 Majority Purchasers;


 


(c)            any representation or warranty made or deemed
made by the Company in any Pooling and Servicing Agreement to or for the
benefit of the Series 2000-1 Purchasers shall prove to have been incorrect
in any material respect when made or when deemed made that continues to be
incorrect fifteen (15) Business Days after the earlier of (i) the date on
which a Responsible Officer of the Company or a Responsible Officer of the
Master Servicer has knowledge of such failure and (ii) the date on which
notice of such failure, requiring the same to be remedied, shall have been
given to the Company by the Trustee or to the Company and the Trustee by the
Administrative Agent at the direction of the Series 2000-1 Majority
Purchasers and as a result of such incorrectness, the interests, rights or remedies
of the Series 2000-1 Purchasers have been materially and adversely
affected;


 


(d)           a Master Servicer Default shall have occurred and be continuing;


 


(e)           a Program Termination Event shall have occurred and be continuing with
respect to any Originator; provided, however, that the Administrative Agent acting at the
direction of all Series 2000-1 Purchasers may waive any such event, as
determined in the sole discretion of the Series 2000-1 Purchasers;


 


(f)            any of the Pooling Agreement, the Servicing Agreement,
this Supplement or the Origination Agreements shall cease, for any reason, to
be in full force and effect, or the Company, the Master Servicer, an Originator
or any Affiliate of any of the foregoing, shall so assert in writing;


 


(g)           the Trust shall for any reason cease to have a continuing first priority
perfected security interest in any or all of the Participation Amounts and the
Participation Assets related thereto (subject to no other Liens other than any 


 


46

















 


Permitted Liens) or any of the Master Servicer, the
Company, an Originator or any Affiliate of any of the foregoing, shall so
assert;


 


(h)           a Federal tax notice of a Lien shall have been filed against the Company
or the Trust unless there shall have been delivered to the Trustee and each
Funding Agent proof of release of such Lien;


 


(i)            a notice of a Lien shall have been filed by the
PBGC against the Company or the Trust under Section 412(n) of the
Code or Section 302(f) of ERISA for a failure to make a required
installment or other payment to a plan to which Section 412(n) of the
Code or Section 302(f) of ERISA applies unless there shall have been
delivered to the Trustee and each Funding Agent proof of the release of such
Lien;


 


(j)            the Series 2000-1 Percentage Factor
exceeds 100% unless the Company reduces the Series 2000-1 Invested Amount
or increases the balance of the Eligible Receivables within five (5) Business
Days so as to reduce the Series 2000-1 Percentage Factor to less than or
equal to 100%;


 


(k)           the average Dilution Ratio for the three (3) preceding Settlement
Periods exceeds 4.00%;


 


(l)            the average Aged Receivables Ratio for the
three (3) preceding Settlement Periods exceeds 2.5%;


 


(m)          the average Delinquency Ratio for the three (3) preceding
Settlement Periods exceeds 5.0%;


 


(n)           the Servicer Guarantor or any of its Subsidiaries shall default in the
observance or performance of any agreement or condition relating to any of its
outstanding Indebtedness or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event shall occur or
condition exist, the effect of which default or other event or condition is to
cause such Indebtedness to become due prior to its stated maturity; provided, however, that
no Series 2000-1 Early Amortization Event shall be deemed to occur under
this paragraph unless the aggregate amount of Indebtedness in respect of which
any default or other event or condition referred to in this paragraph shall
have occurred shall be equal to at least $50,000,000;


 


(o)           any action, suit, investigation or proceeding at law or in equity
(including injunctions, writs or restraining orders) shall be brought or
commenced or filed by or before any arbitrator, court or Governmental Authority
against the Company or the Master Servicer or any properties, revenues or
rights of any thereof which could reasonably be expected to have a Material
Adverse Effect;


 


(p)           one or more judgments or decrees shall be entered against the Servicer
Guarantor or the Company involving in the aggregate a liability (not paid or
fully covered by insurance) of (i) with respect to the Servicer Guarantor,
$50,000,000 or (ii) with respect to the Company, $25,000 or more and such


 


47

















 


judgments or decrees shall not have been vacated,
discharged, stayed or bonded pending appeal within thirty (30) days from the
entry thereof;


 


(q)           a Change of Control shall occur;


 


(r)            notwithstanding Sections
2.08(s) and 6.03 of the
Pooling Agreement, a merger or transaction involving Huntsman International,
the Company or an Originator (the “relevant entity”),
whereby it is not the surviving entity; provided, however, that no Series 2000-1 Early Amortization Event
shall be deemed to occur under this paragraph if (A) such merger or
transaction does not, in the reasonable opinion of the Administrative Agent or
any Funding Agent, have a Material Adverse Effect with respect to the relevant
entity and (B) legal opinions in form and substance satisfactory to each
Funding Agent and satisfying with respect to all Series are delivered to
the Trustee, the Administrative Agent and each Funding Agent; and


 


(s)            failure to comply with the FX Hedging Policy if
such failure is not remedied within three (3) Business Days of the date
such failure occurs,


 


then, in the case of (x) any
event described in Section 7.01(a) of
the Pooling Agreement, automatically without any notice or action on the part
of the Trustee or Series 2000-1 Purchasers, an Early Amortization Period
shall immediately commence or (y) any other event described above, after
the applicable grace period (if any) set forth in the applicable Section, the
Trustee may, and at the written direction of any Funding Agent, shall, by
written notice then given to the Company and the 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 under clause (x) or
(y) above, a “Series 2000-1
Early Amortization Period”); provided that a
default by the Company in the payment of a Subordinated Loan shall not
constitute a Series 2000-1 Early Amortization Event hereunder.  Upon the occurrence of a Series 2000-1
Early Amortization Event or a Potential Series 2000-1 Early Amortization
Event, the Administrative Agent may, or shall at the written direction of any
Funding Agent, 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 Pooling Agreement.  Notwithstanding
the foregoing, the Company, at its option, may deliver U.S. Dollars, Euro
and/or Pounds Sterling (as applicable) to the Trustee in an amount sufficient
to cure any Early Amortization Event that is capable of being cured by such
delivery of U.S. Dollars, Euro and/or Pounds Sterling (as applicable) only out
of Collections from the Series 2000-1 Concentration Accounts which are
otherwise allocable under Section 3A.03
to be paid to the Company Receipts Account. 
Any cash so delivered to the Trustee shall be in the form of a
Subordinated Loan made by the Company to the Trust and shall be subject to the
provisions of Section 11.16.


 


ARTICLE
VI


 


SERVICING
FEE


 


SECTION 6.01                     Servicing Compensation.


 


A monthly servicing fee (the “Series 2000-1 Monthly Servicing Fee”) shall be payable
to the Master Servicer on each Distribution Date for the preceding Settlement
Period, in an amount equal to the product of (a) the Servicing Fee and (b) a
fraction, the numerator of


 


48

















 


which shall be equal to the Series 2000-1
Invested Amount as of the end of the preceding Settlement Period and the
denominator of which shall be equal to the sum of (1) the Series 2000-1
Aggregate Commitment Amount and (2) the sum of the Invested Amounts for
all other Outstanding Series, each calculated as of the end of such preceding
Settlement Period.  To the extent that
funds on deposit in the Series 2000-1 Non-Principal Concentration
Subaccounts at any such date are insufficient to pay the Series 2000-1
Monthly Servicing Fee due on such date as set forth in the Monthly Settlement
Report delivered by the Master Servicer to the Trustee, the Trustee shall so
notify the Master Servicer and the Company, and the Company will be obligated
to immediately pay the Master Servicer the amount of any such deficiency; provided that any payments to be made by the Company
pursuant to this Section shall (i) be Company Subordinated
Obligations, (ii) be made solely from funds available to the Company that
are not required to be applied to Company Unsubordinated Obligations then due
and (iii) not constitute a general recourse claim against the Company but
only a claim against the Company, to the extent of funds available after the
satisfaction of all Company Unsubordinated Obligations then due; provided, further, that the Series 2000-1 Monthly
Servicing Fee payable to a Successor Master Servicer (which will be payable to
the Liquidation Servicer in accordance with the preceding sentence) will not be
a Company Subordinated Obligation and shall also be payable from the
application of funds from the Series 2000-1 Non-Principal Concentration
Subaccounts in accordance with Section 3A.06(b).  Notwithstanding any other provision of this
Supplement or any other Transaction Document, the Monthly Servicing Fee,
including the Series 2000-1 Monthly Servicing Fee, payable to a Successor
Master Servicer shall be paid to the Liquidation Servicer so long as the
Liquidation Servicer has not resigned or been terminated.


 


ARTICLE
VII


 


CHANGE
IN CIRCUMSTANCES


 


SECTION 7.01                     Illegality.


 


Notwithstanding any other
provision herein, if, after the Series 2000-1 Issuance Date, or with
respect to any Person becoming a Series 2000-1 Purchaser or a Series 2000-1
APA Bank subsequent to the Series 2000-1 Issuance Date, after the new date
such Person became a Series 2000-1 Purchaser or a Series 2000-1 APA
Bank, as applicable (the “Series 2000-1
Acquisition Date”), the adoption of or any change in any Requirement
of Law or in the interpretation or administration thereof by any Governmental
Authority charged with the administration or interpretation thereof shall make
it unlawful for any Series 2000-1 Purchaser or Series 2000-1 APA Bank
to make or maintain its portion of the Series 2000-1 VFC Certificateholder’s
Interest in any Series 2000-1 Eurocurrency Tranche and such Series 2000-1
Purchaser or Series 2000-1 APA Bank, as applicable, shall provide written
notice to its Funding Agent, the Administrative Agent, the Trustee, the Master
Servicer and the Company, then effective upon the commencement of the next Series 2000-1
Eurocurrency Period, or immediately if it shall be unlawful for such Series 2000-1
Purchaser or Series 2000-1 APA Bank to make or maintain its portion of the
Series 2000-1 VFC Certificateholder’s Interest in any Series 2000-1
Eurocurrency Tranche to the end of the applicable Series 2000-1
Eurocurrency Period, Series 2000-1 Daily U.S. Dollar Interest Expense, Series 2000-1
Daily Euro Interest Expense and Series 2000-1 Daily Sterling Interest
Expense in respect of the portion of each Series 2000-1 Eurocurrency
Tranche applicable to such Series 2000-1 Purchaser or Series 2000-1
APA Bank shall until the foregoing notice is withdrawn by such Series 2000-1
Purchaser or Series 2000-1 APA Bank be calculated by


 


49

















 


reference to the ABR (such
calculation shall be performed by the Administrative Agent and in the absence
of manifest error shall be binding and conclusive).  If any such change in the method of
calculating the Series 2000-1 Daily U.S. Dollar Interest Expense, Series 2000-1
Daily Euro Interest Expense or Series 2000-1 Daily Sterling Interest
Expense occurs on a day which is not the last day of the Series 2000-1 Eurocurrency
Period with respect to any Series 2000-1 Eurocurrency Tranche, the Company
shall pay to the applicable Funding Agent for the account of such Series 2000-1
Purchaser or Series 2000-1 APA Bank the amounts (if any) as may be
required pursuant to Section 7.04.


 


SECTION 7.02                     Requirements of Law.


 


(a)           Notwithstanding any other provision herein, if after the Series 2000-1
Issuance Date the adoption of or any change in any Requirement of Law or in the
interpretation or application thereof by any Governmental Authority charged
with the interpretation or administration thereof, or compliance by any Series 2000-1
Purchaser or Series 2000-1 APA Bank with any request or directive (whether
or not having the force of law) from any central bank or other Governmental
Authority made (i) as to any Series 2000-1 Purchaser or Series 2000-1
APA Bank that is a Series 2000-1 Purchaser or Series 2000-1 APA Bank
on the date hereof, subsequent to the date hereof or (ii) as to any Series 2000-1
Purchaser or Series 2000-1 APA Bank that becomes a Series 2000-1
Purchaser or Series 2000-1 APA Bank after the date hereof, subsequent to
the Series 2000-1 Acquisition Date:


 


(i)             shall change the basis of taxation of payments
to any such Series 2000-1 Purchaser or Series 2000-1 APA Bank in
respect of the Transaction Documents; and


 


(ii)           shall impose, modify or deem applicable any
reserve, special deposit, compulsory loan or similar requirement against assets
held by, deposits or other liabilities in or for the account of, advances,
loans or other extensions of credit by, or any other acquisition of funds by,
any office of such Series 2000-1 Purchaser or Series 2000-1 APA Bank
which is not otherwise included in the determination of the Eurocurrency Rate;


 


and the result of any of the
foregoing is to increase the cost to such Series 2000-1 Purchaser or Series 2000-1
APA Bank by an amount which such Series 2000-1 Purchaser or Series 2000-1
APA Bank deems in its reasonable judgment to be material, of making, converting
into, continuing or maintaining Series 2000-1 Eurocurrency Tranches or to
reduce any amount receivable hereunder in respect thereof, then, in any such
case, the Company will pay to such Series 2000-1 Purchaser or Series 2000-1
APA Bank upon demand such additional amount or amounts as will compensate such Series 2000-1
Purchaser or Series 2000-1 APA Bank for such additional costs incurred or
reduced amount receivable other than amounts with respect to Taxes for which
the Company is held harmless pursuant to Section 7.03
and without duplication of any amounts for which the Company is obligated to
make payment under Section 7.03.


 


(b)           If any Series 2000-1 Purchaser which is a depository institution or
trust company subject to supervision and examination by federal, state or
foreign


 


50

















 


banking or depository institution authorities or Series 2000-1
APA Bank (i) that is a Series 2000-1 Purchaser or Series 2000-1
APA Bank, as the case may be, on the date hereof shall have determined that the
adoption after the Series 2000-1 Issuance Date of or any change after the Series 2000-1
Issuance Date or (ii) that becomes a Series 2000-1 Purchaser or Series 2000-1
APA Bank, as the case may be, after the date hereof shall have determined that
the adoption after the Series 2000-1 Acquisition Date of, or any change
after the Series 2000-1 Acquisition Date, in any Requirement of Law
regarding capital adequacy or in the interpretation or application thereof or
compliance by such Series 2000-1 Purchaser or Series 2000-1 APA Bank
or any corporation controlling such Series 2000-1 Purchaser or Series 2000-1
APA Bank with any request or directive regarding capital adequacy (with respect
to any Series 2000-1 Purchaser which is a banking institution) (whether or
not having the force of law) from any Governmental Authority made subsequent to
the date hereof shall have the effect of reducing the rate of return on such Series 2000-1
Purchaser’s, such Series 2000-1 APA Bank’s or such corporation’s capital
(with respect to any Series 2000-1 Purchaser which is a banking
institution) as a consequence of its obligations hereunder or under the
Transaction Documents to a level below that which such Series 2000-1
Purchaser, such Series 2000-1 APA Bank or such corporation could have
achieved but for such adoption, change or compliance (taking into consideration
such Series 2000-1 Purchaser’s, such Series 2000-1 APA Bank’s or such
corporation’s policies with respect to capital adequacy) by an amount deemed by
such Series 2000-1 Purchaser or Series 2000-1 APA Bank in its
reasonable judgment to be material, then from time to time, the Company will
promptly pay to such Series 2000-1 Purchaser or Series 2000-1 APA
Bank such additional amount or amounts as will compensate such Series 2000-1
Purchaser or Series 2000-1 APA Bank for such reduction suffered.


 


(c)           Any payments to be made by the Company pursuant to this Section shall
(i) be Company Subordinated Obligations, (ii) be made solely from
funds available to the Company that are not required to be applied to Company
Unsubordinated Obligations then due and (iii) until the date that is one
year and one day after payment in full of the Company Unsubordinated
Obligations, not constitute a general recourse claim against the Company after
satisfying all Company Unsubordinated Obligations then due at any time during
the period of one year and one day following the date on which all Company
Unsubordinated Obligations have been paid in full, except to the extent that
funds are available (including funds available to the Company pursuant to the
exercise of its right to indemnity and other payments pursuant to Sections 2.06 and 8.02 of the
Origination Agreements) to the Company to make such payments.


 


(d)           If any Series 2000-1 Purchaser or Series 2000-1 APA Bank
becomes entitled to claim any additional amounts pursuant to Section (a) or (b) above,
it shall promptly notify the Master Servicer and the Company (with a copy to
the Administrative Agent and each Funding Agent) of the event by reason of which
it has become so entitled.  A certificate
setting forth (i) any additional amounts payable pursuant to this Section and
(ii) a reasonably detailed explanation of the calculation of such amount
or amounts submitted by such


 


51

















 


Series 2000-1 Purchaser or Series 2000-1 APA
Bank to the Company (with a copy to each Funding Agent) shall be conclusive in
the absence of manifest error.  The
agreements in this Section shall survive the termination of this Supplement
and the Pooling Agreement and the payment of all amounts payable hereunder.


 


(e)           Failure or delay on the part of any Series 2000-1 Purchaser or Series 2000-1
APA Bank to demand compensation pursuant to this Section 7.02
shall not constitute a waiver of such Series 2000-1 Purchaser’s or Series 2000-1
APA Bank’s right to demand such compensation; provided
that the Company will not be required to compensate a Series 2000-1
Purchaser or Series 2000-1 APA Bank pursuant to this Section 7.02
for any increased costs or reductions incurred more than 270 days prior to the
date that such Series 2000-1 Purchaser or Series 2000-1 APA Bank
notifies the Company of the change in any Requirement of Law giving rise to
such increase costs or reductions and of such Series 2000-1 Purchaser’s or
Series 2000-1 APA Bank’s intention to claim compensation therefor; provided, further, that,
if the change in any Requirement of Law giving rise to such increased costs or
reductions is retroactive, then the 270 day period referred to above shall be
extended to include the period of retroactive effect thereof.


 


SECTION 7.03                     Taxes.


 


(a)           All payments made by the Company under this Supplement shall be made
free and clear of, and without deduction or withholding for or on account of,
any Taxes, excluding (i) any income, franchise, branch profits or similar
taxes imposed on or measured by the net income (or in lieu of net income) of
either Funding Agent, any Series 2000-1 Purchaser or any Series 2000-1
APA Bank by (A) the United States or any political subdivision or taxing
authority thereof or therein, (B) any jurisdiction under the laws of which
such Funding Agent, such Series 2000-1 Purchaser, such Series 2000-1
APA Bank or such lending office is organized, incorporated, resident or
citizen, or in which its lending office is located, managed or controlled or in
which its principal office is located or any political subdivision or taxing
authority thereof or therein, (ii) for any Series 2000-1 Acquiring
Purchaser or Series 2000-1 Participants, taxes to the extent that they
were Series 2000-1 Excluded Taxes (as defined below) with respect to such
person’s predecessor or to the extent the taxes were Series 2000-1
Excluded Taxes as a result of the breach (including a breach of warranty),
willful misconduct or gross negligence of such predecessor, (iii) taxes
imposed as a result of any Funding Agent’s, Series 2000-1 Purchaser’s, Series 2000-1
APA Bank’s, Series 2000-1 Acquiring Purchaser’s or Series 2000-1
Participant’s (and not its predecessor’s) gross negligence or willful
misconduct and (iv) for any Series 2000-1 Purchaser or Series 2000-1
APA Bank that is not organized under the laws of the United States of America
or a State thereof, any United States withholding tax to the extent existing on
the Series 2000-1 Issuance Date and not otherwise exempt after such Series 2000-1
Purchaser or Series 2000-1 APA Bank has complied with Section 7.03(b) (the
Taxes referred to in the foregoing clauses (i) –
(iv) individually or collectively
being called “Series 2000-1 Excluded Taxes”
and any and all other Taxes, collectively or individually, being called “Series 2000-1 Non-Excluded


 


52

















 


Taxes”). 
Subject to Section 7.03(b),
if any such Series 2000-1 Non-Excluded Taxes are required to be withheld
from any amounts payable to either Funding Agent or any Series 2000-1
Purchaser or any Series 2000-1 APA Bank hereunder, the amounts so payable
to such Funding Agent or such Series 2000-1 Purchaser or such Series 2000-1
APA Bank shall be increased to the extent necessary so that after all required
deductions have been made in respect of Series 2000-1 Non-Excluded Taxes
(including deductions applicable to additional sums payable under this Section 7.03(a)) to such Funding Agent, such Series 2000-1
Purchaser or such Series 2000-1 APA Banks, as the case may be, receives an
amount equal to the amount which would have been due had no such deductions
been made.  Whenever any Series 2000-1
Non-Excluded Taxes are payable by the Company, as promptly as possible
thereafter, the Company shall send to the relevant Funding Agent for its own
account or for the account of such Series 2000-1 Purchaser or Series 2000-1
APA Bank, as the case may be, a certified copy of any original official receipt
received by the Company showing payment thereof or any other proof reasonably
acceptable to such Funding Agent.  In
addition, the Company agrees to pay any and all present or future stamp or
documentary taxes and any other excise or property taxes or similar charges or
similar levies that arise from any payment made under the Pooling Agreement,
this Supplement or the Series 2000-1 VFC Certificates or from the
execution or delivery of, or otherwise with respect to, the Pooling Agreement,
this Supplement, or the Series 2000-1 VFC Certificates (collectively, “Series 2000-1 Other Taxes”).  The Company agrees to indemnify each of the
Funding Agents, the Series 2000-1 Purchasers and the Series 2000-1
APA Banks for the full amount of any Series 2000-1 Non-Excluded Taxes and Series 2000-1
Other Taxes paid by either Funding Agent or any Series 2000-1 Purchaser or
any Series 2000-1 APA Bank (as the case may be) and any liability
(including penalties, interest and expenses) arising therefrom or with respect
thereto other than any penalties, interest or expense to the extent arising
from the failure of such Funding Agent, such Series 2000-1 Purchaser or Series 2000-1
APA Bank to pay such Taxes or Series 2000-1 Other Taxes on a timely
basis.  The relevant Funding Agent shall
provide immediate notice to the Company after receipt of a demand for payment
of Series 2000-1 Non-Excluded Taxes and Series 2000-1 Other
Taxes.  If the Company fails to pay any Series 2000-1
Non-Excluded Taxes when due to the appropriate taxing authority or fails to
remit to the applicable Funding Agent the required receipts or any other proof
reasonably acceptable to such Funding Agent, the Company will indemnify such
Funding Agent, the Series 2000-1 Purchasers and the Series 2000-1 APA
Banks for any incremental taxes, interest or penalties that may become payable
by such Funding Agent or any Series 2000-1 Purchaser or any Series 2000-1
APA Bank as a result of any such failure. 
The agreements in this Section shall survive the termination of
this Supplement and the repayment of the Series 2000-1 Invested Amount and
all other amounts payable hereunder.


 


(b)           Each Series 2000-1 Purchaser and each Series 2000-1 APA Bank
that is not incorporated under the laws of the United States of America or a
State thereof or the District of Columbia shall:


 


53
















 


(i)            deliver
to the Master Servicer, the Company, the Trustee and the related Funding Agent
two duly completed copies of United States Internal Revenue Service Form W-8ECI,
W-8BEN or W-8IMY, or successor applicable form and such other forms,
certificates and documentation as may be necessary or appropriate to establish,
in each case, that it is entitled to receive payments from the Company without
a deduction for U.S. federal withholding tax or with a deduction at a reduced
rate.  In the case of a Series 2000-1
Purchaser or Series 2000-1 APA Bank that provides an Internal Revenue
Service Form W-8BEN, such Series 2000-1 Purchaser or Series 2000-1
APA Bank shall either (i) claim the benefit of a treaty that provides for
a complete exemption from United States withholding tax for payments of
interest or (ii) claim the benefit of the U.S. “portfolio interest
exemption” by also providing a certification that is not a “bank” making a loan
under this Supplement in the ordinary course of its business within the meaning
of Section 881(c)(3)(A) of the Code or a person related to the
Company in a manner described in Sections 871(h)(3)(B), 881(c)(3)(B) or
881(c)(3)(C) of the Code.  If a Series 2000-1
Purchaser or Series 2000-1 APA Bank that provides an Internal Revenue Service
Form W-8BEN is unable to claim a complete exemption from the United States
withholding tax because of a change in law after the date such Series 2000-1
Purchaser or Series 2000-1 APA Bank became a party to this Supplement, the
Series 2000-1 Purchaser or Series 2000-1 APA Bank will be treated as
satisfying the requirements of this Section 7.03(b)(i),
as the case may be;


 


(ii)           deliver to the Master Servicer, the Company, the Trustee, the
Administrative Agent and the related Funding Agent two further copies of any
such form or certification (a) on or before the date that any such form or
certification expires or becomes obsolete, (b) after the occurrence of any
event requiring a change in the most recent form previously delivered by it to
the Company, the Trustee, the Administrative Agent or the related Funding Agent
and (c) at the request of the Master Servicer, the Company, the Trustee or
the related Funding Agent; and


 


(iii)          obtain such extensions of time for filing and complete such forms or
certifications as may reasonably be requested by the Company, the Trustee, the
Administrative Agent or the related Funding Agent;


 


unless any change in treaty,
law or regulation has occurred prior to, and is in effect on, the date on which
any such delivery would otherwise be required which would prevent such Series 2000-1
Purchaser or Series 2000-1 APA Bank from duly completing and delivering
any such form with respect to it and such Series 2000-1 Purchaser or Series 2000-1
APA Bank so advises the Company and the related Funding Agent.  Each Series 2000-1 Purchaser or Series 2000-1
APA Bank shall certify to the Company, the Trustee, the Administrative Agent
and the related Funding Agent at the time it first becomes a Series 2000-1
Purchaser or Series 2000-1 APA Bank, and thereafter to the extent provided
by law, (i) all such forms are true and complete, (ii) that it is
entitled to receive payments under this Supplement without, or


 


54

















 


at a reduced rate of,
withholding of any United States federal income taxes and (iii) that it is
entitled to an exemption from United States backup withholding tax.  Each Person that shall become a Series 2000-1
Purchaser, a Series 2000-1 APA Bank or a Series 2000-1 Participant
pursuant to Section 11.10 shall, upon the
effectiveness of the related transfer, be required to provide to the Company,
the Trustee, the Administrative Agent, the Master Servicer and the related
Funding Agent all of the forms and statements required pursuant to this
Section, provided that in the case of a Series 2000-1 Participant such Series 2000-1
Participant shall furnish all such required forms and statements to the Series 2000-1
Purchaser or Series 2000-1 APA Bank from which the related participation
shall have been purchased and such Series 2000-1 Purchaser or Series 2000-1
APA Bank shall provide such forms to the Company with a duly executed Form W-8IMY
and withholding statement.  If the
Company or the Trustee has not received the forms set forth in Section 7.03(b)(i) hereof, the Company or the
Trustee shall withhold taxes from such payment at the applicable statutory rate
and shall not be obliged to make increased payments under Section 7.03(a) hereof
until such forms or other documents are delivered.


 


(c)                                  Each Series 2000-1 Purchaser and each Series 2000-1
APA Bank that is a United States Person within the meaning of Section 7701(a)(30)
of the Code shall deliver to the Master Servicer, the Company, the Trustee and
the related Funding Agent two duly completed copies of the United States
Internal Revenue Service Form W-9 or any successor applicable form.


 


(d)                                 The Company is not required to make any payment
under Section 7.03(a) to the extent
such payment would be due as the result of the relevant Funding Agent, Series 2000-1
Purchaser, Series 2000-1 APA Bank, Series 2000-1 Acquiring Purchaser
of Series 2000-1 Participant not providing the forms required by Section 7.03(b)(i), or 7.03(b)(ii).


 


(e)                                  If the Company makes a payment under Section 7.03(a) (a “Tax Payment”)
in respect of a payment to any Funding Agent, Series 2000-1 Purchaser, Series 2000-1
APA Bank, Series 2000-1 Acquiring Purchaser or Series 2000-1
Participant under this Supplement and such person determines in good faith that
it has obtained a refund of tax or obtained and used a credit against tax on
its overall net income (a “Tax Credit”)
which such person acting reasonably is able to identify as attributable to that
Tax Payment, then provided such person has received all amounts which are then
due and payable by the Company, such person shall reimburse the Company such
amount as such person determines acting reasonably to be such proportion of
that Tax Credit as will leave such person (after that reimbursement) in no
better or worse position than it would have been in if no Tax Payment had been
required.


 


55

















 


SECTION 7.04                     Indemnity.


 


Huntsman
International and the Company jointly and severally agree to indemnify each Series 2000-1
Purchaser and each Series 2000-1 APA Bank and to hold each Series 2000-1
Purchaser and each Series 2000-1 APA Bank harmless from any loss or
expense which such Series 2000-1 Purchaser or Series 2000-1 APA Bank
may sustain or incur as a consequence of:


 


(a)                                  default by the Company in making a borrowing
of, conversion into or continuation of a Series 2000-1 Eurocurrency
Tranche after irrevocable notice requesting the same has been given in
accordance with the Section 2.05(a);


 


(b)                                 default by the Company in making a decrease in
the Series 2000-1 Eurocurrency Tranche in connection with a Series 2000-1
Decrease after irrevocable notice thereof has been given in accordance with the
provisions of Section 2.07(a)(i); or


 


(c)                                  the making of a decrease of a Series 2000-1
Eurocurrency Tranche prior to the termination of the Series 2000-1
Eurocurrency Period for such Series 2000-1 Eurocurrency Tranche.


 


Such indemnification may
include an amount equal to the excess (if any) of (i) the amount of
interest which would have accrued on the amount so prepaid or not so borrowed,
converted or continued, for the period from the date of such prepayment or of
such failure to borrow, convert or continue to the last day of the Series 2000-1
Eurocurrency Period (or in the case of a failure to borrow, convert or
continue, the Series 2000-1 Eurocurrency Period that would have commenced
on the date of such prepayment or of such failure) in each case at the
applicable rate of interest for such Series 2000-1 Eurocurrency Tranche
provided for herein (excluding, however, the Series 2000-1 Applicable
Margin included therein, if any) over (ii) the
amount of interest (as reasonably determined by such Series 2000-1
Purchaser or Series 2000-1 APA Bank) which would have accrued to such Series 2000-1
Purchaser or Series 2000-1 APA Bank on such amount by placing such amount
on deposit for a comparable period with leading banks in the interbank
eurocurrency market; provided that
any payments made by Huntsman International or the Company pursuant to this Section 7.04 shall be, without exception, due and
payable from the Company and with respect to amounts owing from the Company any
amounts paid pursuant hereto shall be Company Subordinated Obligations.  This covenant shall survive the termination
of this Supplement and the payment of all amounts payable hereunder.  A certificate of a Series 2000-1
Purchaser or Series 2000-1 APA Bank setting forth (x) any amount that
such Series 2000-1 Purchaser or Series 2000-1 APA Bank is entitled to
receive pursuant to this Section 7.04
and (y) a reasonably detailed explanation of the calculation of such
amount by the affected Series 2000-1 Purchaser or Series 2000-1 APA
Bank, as the case may be, shall be delivered to the Company and the Master
Servicer and shall be conclusive absent manifest error.


 


SECTION 7.05                     Assignment of Series 2000-1 Commitments Under Certain
Circumstances; Duty to Mitigate.


 


(a)                                  If (i) any Series 2000-1 Purchaser or
Series 2000-1 APA Bank delivers a notice described in Section 7.02
or (ii) the Company is required to pay any


 


56

















 


additional amount or indemnification payment to any Series 2000-1
Purchaser or Series 2000-1 APA Bank pursuant to Section 7.03,
the Company may, at its sole expense and effort (including with respect to the
processing and recordation fee referred to in Section 11.10(b)),
upon notice to such Series 2000-1 Purchaser or Series 2000-1 APA Bank
and to the related Funding Agent and the Administrative Agent, require such Series 2000-1
Purchaser or Series 2000-1 APA Bank to transfer and assign, without
recourse (in accordance with and subject to the restrictions contained in Section 11.10), all of its interests, rights and
obligations under this Supplement to an assignee that shall assume such
assigned obligations pursuant to the execution and delivery, by such assignee,
of a Series 2000-1 Commitment Transfer Supplement in the form attached
hereto as Exhibit B (which assignee may be
another Series 2000-1 Purchaser or Series 2000-1 APA Bank, as
applicable, if another Series 2000-1 Purchaser or Series 2000-1 APA
Bank accepts such assignment); provided that (A) such
assignment shall not conflict with any law, rule or regulation or order of
any court or other Governmental Authority having jurisdiction, (B) the
Company will have received the prior written consent of the related Funding
Agent, and (C) the Company or its assignee shall have paid to the affected
Series 2000-1 Purchaser or Series 2000-1 APA Bank in immediately
available funds an amount equal to the sum of the principal of, and interest
accrued to the date of such payment on, the outstanding Series 2000-1 VFC
Certificate Interests of such Series 2000-1 Purchaser or Series 2000-1
APA Bank plus all fees and other amounts accrued
for the account of such Series 2000-1 Purchaser or Series 2000-1 APA
Bank hereunder (including any amounts under Sections
7.02, 7.03 and 7.04);
and provided, further,
that, if prior to any such transfer and assignment the circumstances or event
that resulted in such Series 2000-1 Purchaser’s or Series 2000-1 APA
Bank’s notice under Section 7.02
or the amounts paid pursuant to Section 7.03,
as the case may be, cease to cause such Series 2000-1 Purchaser or Series 2000-1
APA Bank to suffer increased costs or reductions in amounts received or receivable
or reduction in return on capital, or cease to have the consequences specified
in Section 7.02, or cease to result
in amounts being payable under Section 7.03,
as the case may be (including as a result of any action taken by such Series 2000-1
Purchaser or Series 2000-1 APA Bank pursuant to Section 7.05(b)),
or if such Series 2000-1 Purchaser or Series 2000-1 APA Bank shall
withdraw its notice under Section 7.02
or shall waive its right to further payments under Section 7.03
in respect of such circumstances or event, as the case may be, then such Series 2000-1
Purchaser or Series 2000-1 APA Bank shall not thereafter be required to
make any such transfer and assignment hereunder.


 


(b)                                 If (i) any Series 2000-1 Purchaser or
Series 2000-1 APA Bank delivers a notice described in Section 7.02
or (ii) the Company is required to pay any additional amount to any Series 2000-1
Purchaser or Series 2000-1 APA Bank pursuant to Section 7.03,
then such Series 2000-1 Purchaser or Series 2000-1 APA Bank shall use
reasonable efforts (which shall not require such Series 2000-1 Purchaser
or Series 2000-1 APA Bank to incur an unreimbursed loss or unreimbursed
cost or expense or otherwise take any action inconsistent with its internal
policies or legal or regulatory restrictions or suffer any disadvantage or
burden reasonably deemed by it to be significant) (A) to file


 


57

















 


any certificate or document reasonably requested in
writing by the Company (or the Master Servicer, on behalf of the Company) or (B) to
assign its rights and delegate and transfer its obligations hereunder to
another of its offices, branches or affiliates, if such filing or assignment
would enable it to withdraw its notice pursuant to Section 7.02
or would reduce amounts payable pursuant to Section 7.03,
as the case may be, in the future.  The
Company hereby agrees to pay all reasonable costs and expenses incurred by any Series 2000-1
Purchaser or Series 2000-1 APA Bank in connection with any such filing or
assignment, delegation and transfer.


 


SECTION 7.06                     Accounting
Based Consolidation Event.


 


(a)                                  If an Accounting Based Consolidation Event
shall at any time occur, then, upon demand by the relevant Funding Agent, the
Company shall pay to the Administrative Agent, for the benefit of the relevant
Affected Entity, such amounts as such Affected Entity reasonably determines
will compensate or reimburse such Affected Entity for any resulting (i) fee,
expense or increased cost charged to, incurred or otherwise suffered by such
Affected Entity, (ii) reduction in the rate of return on such Affected
Entity’s capital or reduction in the amount of any sum received or receivable
by such Affected Entity or (iii) internal capital charge or other imputed
cost determined by such Affected Entity to be allocable to the Trust, the
Company or the related Series 2000-1 Conduit Purchaser, or the
transactions contemplated in this Supplement and the Transaction Documents in
connection therewith.   Amounts under
this Section 7.06 may be demanded at
any time without regard to the timing of issuance of any financial statement by
any Series 2000-1 Conduit Purchaser or by any Affected Entity.


 


(b)                                 For purposes of this Section 7.06,
the following terms shall have the following meanings:


 


“Accounting
Based Consolidation Event” means, with respect to any Affected
Entity, the consolidation, for financial and/or regulatory accounting purposes,
of all or any portion of the assets and liabilities of the related Series 2000-1
Conduit Purchaser that are subject to this Supplement or any other Transaction
Document with all or any portion of the assets and liabilities of such Affected
Entity.  An Accounting Based
Consolidation Event shall be deemed to occur on the date such Affected Entity
shall acknowledge in writing that any such consolidation of the assets and
liabilities of the related Series 2000-1 Conduit Purchaser shall occur.


 


“Affected
Entity” means (i) any Series 2000-1 APA Bank, (ii) any
insurance company, bank or other funding entity providing liquidity, credit
enhancement or back-up purchase support or facilities to any Series 2000-1
Conduit Purchaser, (iii) any agent, administrator or manager of any Series 2000-1
Conduit Purchaser, or (iv) any bank holding company in respect of any of
the foregoing.


 


(c)                                  Any Person making a demand upon the Company
under this Section 7.06 shall, promptly
upon such Person becoming aware of the occurrence of the relevant Accounting
Based Consolidation Event, give notice thereof to the 


 


58

















 


Company; provided that
the failure to provide such notice promptly shall not affect the right to
receive any payment under this Section 7.06
except to the extent such notice is given more than 90 days after such Person
becomes aware of the occurrence of the relevant Accounting Based Consolidation
Event, in which event the amount payable by the Company under this Section 7.06 shall be determined based on fees,
expenses, increased costs or other amounts payable hereunder which have arisen
or accrued on or after the date such notice was given.


 


SECTION 7.07                     Limitation.


 


The obligations of the Company
under this Article VII shall be limited,
inter alia, by Section 11.13.


 


ARTICLE VIII


 


COVENANTS; REPRESENTATIONS AND WARRANTIES


 


SECTION 8.01                     Representations and Warranties of the Company and the Master Servicer.


 


(a)                                  The Company and the Master Servicer each hereby
represents and warrants to the Trustee, the Administrative Agent, each Funding
Agent and each of the Series 2000-1 Purchasers and the Series 2000-1
APA Banks that each and every of their respective representations and
warranties contained in Section 8.01(b),
the Pooling Agreement and the Servicing Agreement is true and correct as of the
Series 2000-1 Issuance Date and as of the date hereof and as of the date
of each Series 2000-1 Increase and, in the case of Section 8.02(h) below,
on any date when any transaction is entered into pursuant to any Series 2000-1
FX Hedging Agreement.


 


(b)                                 The Company hereby represents and warrants to the
Trustee and the Trust, for the benefit of the Series 2000-1 VFC
Certificateholders, on each Receivables Contribution Date that since the
Effective Date, no material adverse change has occurred in the overall rate of
collection of the Receivables.


 


(c)                                  The Master Servicer and Contributor hereby
represent and warrant to the Trustee, the Administrative Agent, each Funding
Agent and each of the Series 2000-1 Purchasers and the Series 2000-1
APA Banks that: (i) Schedule 2 to the legal opinions of New York counsel
to the Contributor and the U.S. Originators delivered as a condition precedent
to the effectiveness of this Supplement sets forth all documents material to
the business of the Contributor and its subsidiaries on a consolidated basis
and included in the public filings of the Contributor relating to Indebtedness
or Liens of the U.S. Originators, the Contributor or the Company; and (ii) with
respect to the UCC-1 Financing Statements on record with the Secretary of State
of Delaware identified on the UCC search reports naming Deutsche Bank AG as a
secured party, there is no secured Indebtedness of the U.S. Originators, the
Contibutor or the Company with Deutsche Bank AG other than under the documents
described on such Schedule 2.


 


59

















 


SECTION 8.02                     Covenants of the Company, the Master Servicer and Huntsman
International.


 


Each of the Company (solely
with respect to clauses (a), (c),
(d), (e),
(f), (g) and
(j) below), and the Master
Servicer hereby agrees, in addition to its obligations under the Pooling
Agreement and the Servicing Agreement, that:


 


(a)                                  it shall not terminate the Pooling Agreement
unless in compliance with the terms of the Pooling Agreement and the
Supplements relating to each Outstanding Series;


 


(b)                                 for any New 2008 Originator, within sixty (60)
days after the date hereof, the Master Servicer has taken and will take all
actions reasonably requested by the Liquidation Servicer in connection with,
and to ensure completion of, each of the Master Servicer Site Review and the
review of the Master Servicer’s Standby Liquidation System, in each case in
accordance with the Liquidation Servicer Agreement;


 


(c)                                  it shall observe in all material respects each
and every of its respective covenants (both affirmative and negative) contained
in the Pooling Agreement, the Servicing Agreement, this Supplement and all
other Transaction Documents to which it is a party;


 


(d)                                 it shall afford the Administrative Agent, each
Funding Agent or any of their respective representatives access to all records
relating to the Receivables at any reasonable time during regular business
hours, upon reasonable prior notice (and without prior notice if a Series 2000-1
Early Amortization Event has occurred), for purposes of inspection and to make
copies of and abstracts from its records, books of account and documents
(including computer tapes and disks) relating to the Receivables, and shall
permit the Administrative Agent, each Funding Agent or the Trustee or any of
their respective representatives to visit any of its offices or properties
during regular business hours and as often as may reasonably be requested,
subject to its normal security and confidentiality requirements and to discuss
its business, operations, properties, financial and other conditions with its
officers and employees and with its Independent Public Accountants;


 


(e)                                  neither it nor the Contributor shall waive the
provisions of Section 2.06 or Section 8.02 of any Origination Agreement or take any
action, nor shall it permit any Originator to take any action, requiring the
consent of the Funding Agents pursuant to any Transaction Documents, without
the prior written consent of the Series 2000-1 Majority Purchasers;


 


(f)                                    neither it nor the Contributor shall permit any
Originator to amend or make any change or modification to its constitutive
documents if such amendment, change or modification is reasonably expected to
have a Material Adverse Effect without the consent of each Funding Agent; provided that such Originator may make amendments, changes
or modifications pursuant to changes in law of the jurisdiction of its
organization or amendments to such 


 


60

















 


Originator’s name (subject to compliance with Section 6.04 (or corresponding section) of the
applicable Origination Agreement)), registered agent or address of registered
office;


 


(g)                                 it shall cooperate in good faith to allow the
Trustee and the Liquidation Servicer to use its available facilities and
expertise upon a Master Servicer termination or default;


 


(h)                                 it shall:


 


(i)                                     determine the Series 2000-1 FX Forward
Transactions (if any) that need to be in effect under the FX Hedging Policy;


 


(ii)           direct the Trustee to enter into the Series 2000-1 FX Forward
Transactions with the FX Counterparty in accordance with the FX Hedging Policy;
provided that the FX Counterparty shall
not have its main seat of business in the United Kingdom and shall not act
through an office in the United Kingdom for any of the purposes of the Series 2000-1
FX Forward Transactions;


 


(iii)          reasonably endeavor to match the Series 2000-1 Invested Amounts
denominated in each currency to the amount of the Aggregate Receivables Amount
denominated in such currency so that no Series 2000-1 FX Forward Transactions
are required under the FX Hedging Policy; and


 


(iv)                              notify the Funding Agents each time a Series 2000-1
FX Forward Transaction will be required under the FX Hedging Policy, and if the
maturity date the Master Servicer is proposing to apply to such Series 2000-1
FX Forward Transaction is different than would apply as determined in
accordance with the definition of FX Forward Transaction, such proposed
maturity date may be applied if not objected to within two (2) Business Days by
any of the Funding Agents;


 


(i)                                     it shall furnish to the Trustee and each
Funding Agent:


 


(i)            within
150 days after the end of each fiscal year the balance sheet and related
statements of income, stockholders’ equity and cash flows showing the financial
condition of the Company as of the close of such fiscal year and the results of
its operations during such year, all audited by the Company’s Independent
Public Accountants and accompanied by an opinion of such accountants (which
shall not be qualified in any material respect) to the effect that such
financial statements fairly present in all material respects the financial
condition and results of operations of the Company in accordance with GAAP
consistently applied;


 


(ii)           within
sixty (60) days after the end of each of the first three fiscal quarters of
each fiscal year the Company’s unaudited balance sheet and related statements
of income, stockholders’ equity and cash flows for


 


61

















 


the period from the beginning of such fiscal year to the end of such
quarter, all certified by a Responsible Officer of the Company;


 


(iii)          together
with the financial statements required pursuant to clauses (i) and
(ii) above, a compliance
certificate signed by a Responsible Officer of the Company stating that (x) the
attached financial statements have been prepared in accordance with GAAP and
accurately reflect the financial condition of the Company and (y) to the
best of such Person’s knowledge, no Early Amortization Event or Potential Early
Amortization Event exists, or if any Early Amortization Event or Potential
Early Amortization Event exists, stating the nature and status thereof;


 


(iv)                              promptly upon the furnishing thereof to the
shareholders of the Company, copies of all financial statements, financial
reports and proxy statements so furnished;


 


(v)                                 promptly all information, documents, records,
reports, certificates, opinions and notices received by the Company from an
Originator under any Origination Agreement, as the Trustee or any Funding Agent
may reasonably request; and


 


(vi)                              promptly, from time to time, such other
information regarding the operations, business affairs and financial condition
of the Company, or compliance with the terms of any Transaction Document, in
each case as any Funding Agent or the Trustee may reasonably request;


 


(j)            after
the date hereof, neither it nor the Contributor shall, nor shall they permit
any of the other Approved Originators to, grant, any Lien over their assets or
properties, securing, or extend the benefit of existing security to
beneficiaries of, a Threshold Amount of Indebtedness, in each case unless the
holders and beneficiaries of such security have entered into, or within two
weeks after such Lien is granted or extended will enter, into an intercreditor
agreement on terms substantially equivalent to the Intercreditor Agreement with
such appropriate modifications as are necessary to reflect the differences
between the obligations secured and the collateral provided in relation
thereto, as reasonably determined by the Administrative Agent acting at the
request of all the Funding Agents or constitute modifications that are
otherwise reasonably acceptable to the Administrative Agent acting at the
request of all the Funding Agents (where “Threshold Amount of Indebtedness”
means Indebtedness, excluding any insurance premium financings, capital leases,
Indebtedness assumed or incurred in conjunction with any acquisition where the
Liens are related to the assets acquired, 
or Indebtedness relating to purchase money security interests, which is
incurred after the date hereof and which cumulatively exceeds (i) in the
case of the Contributor, $50,000,000 or the foreign currency equivalent thereof
or (ii) in the case of each other Approved Originator or the Master Servicer,
$20,000,000 or the foreign currency equivalent thereof); and


 


(k)           none
of the Company, the Master Servicer or the Contributor will permit the sale of “Unsold
Receivables” under any of the Origination Agreements on or


 


62

















 


after any day upon which any of the “Bank and Note
Agents” has taken any action to foreclose upon or otherwise enforce against any
“Unsold Receivables” (as the terms in this clause set forth in quotation marks
are defined in the Intercreditor Agreement).


 


SECTION 8.03                     Negative Covenants of the Company and the
Master Servicer.


 


(a)                                  The Company shall not make any Restricted
Payments while Series 2000-1 is an Outstanding Series, except:


 


(i)            from
amounts distributed to it (x) in respect of the Exchangeable Company
Interests; provided that on the date any such
Restricted Payment is made, the Company shall be in compliance with its payment
obligations under Section 2.05
of the Pooling Agreement, (y) pursuant to Section 3A.02(d) or
(z) in respect of payments received by the Company from the Trust in
consideration for the Participation granted in the Receivables contributed from
time to time to the Company by Huntsman International pursuant to the
Contribution Agreement and Section 2.08(m) of
the Pooling Agreement;


 


(ii)           in compliance with all terms of the Transaction Documents; and


 


(iii)          in accordance with all corporate and legal formalities applicable to the
Company;


 


provided that no Restricted Payments shall be made if a
Series 2000-1 Early Amortization Event has occurred and is continuing (or
would occur as a result of making such Restricted Payment).


 


(b)                                 The Master Servicer hereby agrees that it shall
observe each and all of its covenants (both affirmative and negative) contained
in each Pooling and Servicing Agreement in all material respects and that it
shall:


 


(i)             provide to the Administrative Agent and each Funding Agent (A) no
later than the Series 2000-1 Issuance Date (as provided by Section 9.01(s)) and (B) in the case of an addition
of an Originator, prior to the date such Originator is added, evidence that
each such Originator maintains disaster recovery systems and back up computer
and other information management systems which shall be reasonably satisfactory
to the Administrative Agent and each Funding Agent and the Liquidation
Servicer;


 


(ii)           provide to the Administrative Agent and each Funding Agent,
simultaneously with delivery to the Trustee, all reports, notices,
certificates, statements and other documents required to be delivered to the
Trustee pursuant to the Pooling Agreement, the Servicing Agreement and the
other Transaction Documents and furnish to the Administrative Agent and each
Funding Agent promptly after receipt thereof a copy of each material notice,
material demand or other material communication (excluding routine
communications) received


 


63

















 


by or on behalf of the Company or the Master Servicer
with respect to the Transaction Documents; and


 


(iii)          provide notice to the Administrative Agent and each Funding Agent of the
appointment of a Successor Master Servicer pursuant to Section 6.02
of the Servicing Agreement.


 


(c)                                  The Company shall not amend, change or modify
any of the representations or covenants (as applicable) in Sections
2.03(f),  2.03(j), Sections 2.07(i),
2.07(o), 2.08(a),
2.08(c) through (e) and 2.08(k) of
the Pooling Agreement without the prior consent of each Funding Agent.


 


(d)                                 The Company shall not amend, change or modify
any of the duties and services of the Liquidation Servicer as set forth in Schedule 4 to the Servicing Agreement without the prior
consent of each Funding Agent.


 


(e)                                  The Master Servicer shall not change or modify
the Policies in any material respect, except as provided in Section 4.05(b) of the Servicing Agreement; provided that any material changes to the Policies must be
approved in writing by the Administrative Agent acting at the direction of the
Funding Agents.


 


(f)                                    The Company shall not pledge, grant a security
interest in, assign or otherwise encumber the Exchangeable Company Interest or
the Subordinated Company Interest; provided that
the Contributor may at any time pledge the membership interest in the Company
and the rights attendant thereto.


 


SECTION 8.04                     Obligations Unaffected.


 


The obligations of the Company
and the Master Servicer to the Administrative Agent, the Funding Agents, the Series 2000-1
Purchasers and the Series 2000-1 APA Banks under this Supplement shall not
be affected by reason of any invalidity, illegality or irregularity of any of
the Receivables or any sale of any of the Receivables.


 


SECTION 8.05                     Certain Provisions of the Servicing Agreement


 


The
parties hereto hereby agree that so long as any Company Obligations relating to
this Supplement remain outstanding that:


 


(a)                                  the determination under each of Section 6.01(c) and Section 6.01(d) of
the Servicing Agreement whether or not a particular covenant, agreement,
representation, warranty or certification may be cured and, if so, whether or
not the Master Servicer or the Servicer Guarantor is diligently pursuing such
cure, shall be determined by the Administrative Agent acting at the direction
of the Funding Agents;


 


(b)                                 the Administrative Agent shall exercise its
option to require the delivery of an accountants letter under Section 4.04 of the Servicing Agreement by acting at
the direction of the Funding Agents;


 


(c)                                  the Master Servicer and its designees shall not
make any material change in its administrative, servicing and collection systems
that deviates from the


 


64

















 


Policies, except as expressly permitted by the terms
of the Pooling and Servicing Agreements and after giving written notice to the
Trustee and each Funding Agent of any such change; and


 


(d)                                 for purposes of clarification, the proviso in Section 6.01 of the Servicing Agreement which states
that the Master Servicer is not required to convey to the Liquidation Servicer
or Successor Master Servicer the Master Servicer’s ownership interest in
electronic records, computer software or licenses does not negate the
obligations of the Master Servicer to otherwise make such records, software or
licenses (or copies thereof) available to the Liquidation Servicer and/or
Successor Master Servicer to the extent permitted by law or license (to the
extent transferable).


 


ARTICLE IX


 


CONDITIONS PRECEDENT


 


SECTION 9.01                     Conditions Precedent to Effectiveness of Supplement.


 


This
Supplement will become effective on the date on which the following conditions
precedent have been satisfied or waived by the Funding Agents:


 


(a)                                  Transaction Documents.  Each
Funding Agent shall have received:


 


(i)            an
original copy for itself and photocopies (which may be provided in CD-ROM or
other electronic image media or format) for each Series 2000-1 Purchaser
and each Series 2000-1 APA Bank, each executed and delivered in form and
substance satisfactory to the Funding Agents, of:


 


(A)          this
Supplement executed by a duly authorized officer or authorized representative
of each of the Company, the Master Servicer, the Trustee, the Administrative
Agent, each Funding Agent, the Series 2000-1 Conduit Purchasers and the Series 2000-1
APA Banks (as to which each party shall receive an original counterpart); and


 


(B)           the
other Transaction Documents to be executed and delivered in connection with the
execution and delivery of this Supplement, including all documents and
conditions precedent to the addition of the New 2008 Originators and the
amendment to the Pooling Agreement to be executed concurrently with this
Supplement;


 


(ii)           copies (which may be provided in CD-ROM or other electronic image media
or format) for itself and for each Series 2000-1 Purchaser and each Series 2000-1
APA Bank of the Pooling Agreement and all other Transaction Documents (including
each Supplement with respect to other Series but otherwise excluding any
documents relating exclusively to such other Series), in each case duly
executed by the parties thereto and certified by a Responsible Officer of
Huntsman


 


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International as true, correct and complete copies of
each such document as amended through the date hereof.


 


(b)                                 Corporate Documents; Corporate
Proceedings of the Company, each Originator and the Master Servicer.  Each
Funding Agent shall have received, with a copy for each Series 2000-1
Purchaser and each Series 2000-1 APA Bank, from the Company, Huntsman
International, the Master Servicer and each Originator, complete copies of:


 


(i)             a copy of the Certificate of Formation or incorporation, or its
equivalent, including all amendments thereto, of such Person, certified as of a
recent date by the Secretary of State, if applicable, or other appropriate
authority of the jurisdiction of incorporation, as the case may be, and a certificate
of compliance, of status or of good standing (or other similar certificate, if
any), as and to the extent applicable, of each such Person as of a recent date,
from the Secretary of State or other appropriate authority of such
jurisdiction;


 


(ii)            a certificate of a Responsible Officer of such
Person dated the Series 2000-1 Issuance Date and certifying (A) that
attached thereto is a true and complete copy of the constituent documents of
such Person in effect as of the Series 2000-1 Issuance Date, (B) that
attached thereto is a true and complete copy of duly adopted resolutions (or,
if applicable unanimous consents), of the Board of Directors or managing
members or general partners of such Person or committees thereof authorizing
the execution, delivery and performance of the transactions contemplated by the
Transaction Documents, and that such resolutions have not been amended,
modified, revoked or rescinded and are in full force and effect on the Series 2000-1
Issuance Date, (C) that the certificate of incorporation or formation of
such Person has not been amended since the last amendment thereto shown on the
certificate of the Secretary of State or other appropriate authority of the
jurisdiction of incorporation or formation of such Person furnished pursuant to
clause (i) above and (D) as
to the incumbency and specimen signature of each director, officer or manager
executing any Transaction Document to which such Person is a party or any other
document delivered in connection herewith or therewith on behalf of such
Person; and


 


(iii)          a certificate of another Responsible Officer as to the incumbency and
specimen signature of the Responsible Officer executing the certificate
pursuant to clause (ii) above;


 


provided that in the case of any
Originator other than Huntsman International and the New 2008 Originators, the
requirements of this Section 9.01(b) may
be satisfied by delivery of copies (which may be provided in CD-ROM or other
electronic image media or format) of the certificates last delivered by the relevant
Originator in connection with the Transaction Documents, in each case certified
by a Responsible Officer of Huntsman International as being true, correct and
complete copies of such certificates.


 


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(c)           Good Standing Certificates.  Each Funding Agent shall have
received copies of certificates of compliance, of status or of good standing
(or similar certificate, if any), dated as of a recent date from the Secretary
of State or other appropriate authority of such jurisdiction, with respect to
the Company, Huntsman International, the Master Servicer and each Originator in
each jurisdiction where the ownership, lease or operation of property or the
conduct of business requires it to qualify as a foreign corporation, except
where the failure to so qualify would not reasonably be expected to have a
material adverse effect on the business, operations, properties or condition
(financial or otherwise) of such Person.


 


(d)           Consents, Licenses, Approvals,
Etc.  Each
Funding Agent shall have received, with a photocopy (which may be provided in
CD-ROM or other electronic image media or format) for each Series 2000-1
Purchaser and each Series 2000-1 APA Bank, certificates dated the Series 2000-1
Issuance Date of a Responsible Officer of such Person either:


 


(i)            attaching copies of all material consents,
licenses, approvals, registrations or filings required in connection with the
execution, delivery and performance by such Person of the Pooling Agreement,
this Supplement, the Origination Agreements and/or the Servicing Agreement, as
the case may be, and the validity and enforceability of the Pooling Agreement,
this Supplement, the Origination Agreements, and/or the Servicing Agreement
against such Person and such consents, licenses and approvals shall be in full
force and effect; or


 


(ii)           stating that no such consents, licenses,
approvals registrations or filings are so required, except for those that may
be required under state securities or “blue sky” laws;


 


provided, that the Company makes no representation or
warranty as to whether any action, consent, or approval of, registration or
filing with any other action by any Governmental Authority is or will be
required in connection with the distribution of the Series 2000-1 VFC
Certificates and Series 2000-1 VFC Certificate Interests.


 


(e)           Lien Searches.  Each Funding Agent and the Trustee shall have
received the results of a recent search satisfactory to the Funding Agents of
any UCC filings (or equivalent filings) made with respect to the Company and
the Originators (and with respect to such other Persons as either Funding Agent
deems necessary) in the jurisdictions in which the Originators and the Company
are required to file financing statements (or similar filings) pursuant to Section 9.01(u), together with copies of the financing
statements (or similar documents) disclosed by such search, and accompanied by
evidence satisfactory to the Funding Agents that any Liens disclosed by such
search would be Permitted Liens or have been released.


 


(f)            Legal Opinions.  The Administrative Agent, the Funding Agents
and the Trustee shall have received, with a copy for each Series 2000-1
Purchaser and each Series 2000-1 APA Bank, legal opinions from counsel to
Huntsman International, the Company or the applicable Originators, as the case
may be, 


 


67

















 


in each case in form and substance satisfactory to the
Administrative Agent, the Funding Agents and the Trustee; provided
that in the case of any Originator other than Huntsman International and the
New 2008 Originators the requirements of this Section 9.01(f) may
be satisfied by delivery of reliance letters addressed to the members of the
Barclays VFC Purchaser Group and the HSBC VFC Purchaser Group relating to the
applicable legal opinions delivered with respect to such Originator in April,
2006.


 


(g)           Fees.  Each Funding Agent, the Series 2000-1
Conduit Purchaser, the Series 2000-1 APA Banks and the Trustee shall have
received payment of all fees and other amounts due and payable to any of them
on or before the Series 2000-1 Issuance Date.


 


(h)           Conditions Under the Origination Agreements.  A
Responsible Officer of (i) each New 2008 Originator and the Contributor
shall have certified, in writing, that all conditions to the obligations of the
Contributor and the relevant Originator on the Series 2000-1 Issuance Date
under the applicable Origination Agreement shall have been satisfied in all
material respects including all requirements applicable to the relevant
Originator becoming an Additional Originator; and (ii) each Originator
shall have certified, in writing, that (A) such Originator is solvent and (B) that
such Originator reaffirms its obligations under the Origination Agreement to
which it is a party and such Origination Agreement remains in full force and
effect.


 


(i)            Copies of Written Policies.  Each Funding Agent and the
Trustee shall have received from the Master Servicer a copy of the Policies in form and substance acceptable to the
Funding Agents, certified
by a Responsible Officer of the Master Servicer as true, correct and complete
copy of such Policies.


 


(j)            The Company’s Shareholders.  The composition of the Company’s
shareholders (including at least one independent director) shall be reasonably
acceptable to the Funding Agents.


 


(k)           Financial Statements.  Each Funding Agent shall have received
audited consolidated financial statements of income, stockholder’s equity and
cash flows of Huntsman International and its consolidated Subsidiaries for the
calendar year ended December 31, 2007 and other financial information with
respect to such entities in form and substance satisfactory to the Funding
Agents and accompanied by a copy of the opinion of Deloitte & Touche,
Independent Public Accountants.


 


(l)            Solvency Certificate.  Each Funding Agent and the Trustee shall have
received a certificate from the Company dated the Series 2000-1 Issuance
Date and signed by a Responsible Officer of the Company in form satisfactory to
the Funding Agents, to the effect that the Company will be solvent after giving
effect to the transactions occurring on the Series 2000-1 Issuance Date.


 


(m)          Representations and Warranties.  On the Series 2000-1
Issuance Date, the representations and warranties of the Company and the Master
Servicer in the Pooling Agreement, the Servicing Agreement and this Supplement
shall be true and correct in all material respects.


 


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(n)           Establishment of Company Receipts Accounts.  Each
Funding Agent and the Trustee shall be satisfied with the arrangements for the
safe and timely collection of payments in respect of Receivables.


 


(o)           Daily Report.  Each Funding Agent and the Trustee shall have
received a Daily Report on the Series 2000-1 Issuance Date.


 


(p)           Monthly Settlement Report.  Each Funding Agent and the
Trustee shall have received a Monthly Settlement Report with respect to October 2008.


 


(q)           No Litigation.  Each Funding Agent shall have received
confirmation from the Master Servicer, Huntsman International and the Company
that there is no pending or, to the knowledge of the Master Servicer, Huntsman
International or the Company after due inquiry, action or proceeding threatened
in writing affecting any Originator], the Master Servicer, Huntsman
International or the Company or any of their respective Subsidiaries before any
Governmental Authority that could reasonably be expected to have a Material
Adverse Effect other than disclosed in public filings.


 


(r)            Back up Servicing Arrangements.  Each Funding Agent shall have
received evidence that each Originator and the Master Servicer maintains
disaster recovery systems and back up computer and other information management
systems that, in each Funding Agents’ and the Liquidation Servicer’s reasonable
judgment, are sufficient to protect such Originator’s business against material
interruption or loss or destruction of its primary computer and information
management systems.


 


(s)           Systems.  Each Funding Agent and Liquidation Servicer shall
have received evidence that the Master Servicer shall have established
operational systems satisfactory to the Funding Agents and the Liquidation
Servicer that are capable of aggregating information regarding the Receivables
and related Obligors from all Originators.


 


(t)            Filings, Registrations and
Recordings.


 


(i)            Each U.S. Originator shall have filed and
recorded (in a form acceptable to the Trustee and the Funding Agents) on or
prior to the Series 2000-1 Issuance Date, at its own expense, UCC financing
statements (or other similar filings) with respect to the Receivables
originated by such U.S. Originator and the other Receivable Assets related
thereto in such manner and in such jurisdictions as are necessary to perfect
the Company’s ownership interest therein under the relevant UCC (or similar
laws) and delivered evidence of such filings to each Funding Agent on or prior
to the Series 2000-1 Issuance Date, and all other action (including but
not limited to notifying related Obligors of the assignment of a Receivable,
except to the extent that the relevant UCC and other similar laws (to the
extent applicable) permit such Originator to provide such notification
subsequent to the Effective Date without materially impairing the Company’s
ownership of the Receivables and without incurring material expenses in
connection with such notification) necessary to perfect under the 


 


69

















 


relevant UCC and other similar laws (to the extent
applicable) in jurisdictions outside the United States (to the extent
applicable) the Company’s ownership of the Receivables originated by such
Originator and the other Receivable Assets related thereto shall have been duly
taken; and


 


(ii)           the Company (or the Master Servicer on its behalf)
shall have received copies of proper UCC financing statements (or other similar
filings) which will be filed on or before the Series 2000-1 Issuance Date,
at its own expense, with respect to the Participation Assets in such manner and
in such jurisdictions as are necessary to perfect and maintain perfection of
the security interest and Participation of the Trustee, on behalf of the Trust,
in the Participation Assets and delivered evidence of such filings to each
Funding Agent on or prior to the Series 2000-1 Issuance Date, and all
other action (including but not limited to notifying related Obligors of the
assignment of a Receivable, except to the extent that the relevant UCC and
other similar laws (to the extent applicable) permit the Company (or its assignees)
to provide such notification subsequent to the Effective Date without
materially impairing the Trust’s security interest and Participation in the
Participation Assets and without incurring material expenses in connection with
such notification) necessary to perfect under the relevant UCC and other
similar laws (to the extent applicable) in jurisdictions outside the United
States (to the extent applicable) the Trust’s security interest in the
Participation Assets shall have been duly taken by the Company (or by the
Master Servicer on its behalf).


 


(u)           Obligor information as requested by the Liquidation Servicer.  The
Liquidation Servicer shall have received, on or before the Series 2000-1
Issuance Date, information on all Eligible Obligors, including legal name,
legal address and domicile, contact name, telephone and fax details and payment
terms.


 


(v)           Series 2000-1 FX Hedging Agreements.  The Series 2000-1
FX Hedging Agreements required by the FX Hedging Policy are in place.


 


(w)          Due diligence by the Liquidation Servicer.  Within sixty (60) days following the Series 2000-1 Issuance Date,
the Liquidation Servicer will complete the Master Servicer Site Review and the
review of the Master Servicer’s Standby Liquidation System, in each case in
accordance with the Liquidation Servicer Agreement.


 


(x)            Intercreditor Agreement.  Each Funding Agent shall have received a copy
of the duly executed intercreditor agreement with the secured creditors of the
Contributor and the other Originators, in form and substance satisfactory to
each Funding Agent.


 


(y)           Other Requests.  Each Funding Agent shall have received such
other approvals, opinions or documents as it may reasonably request.


 


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ARTICLE X


 


THE ADMINISTRATIVE AGENT AND FUNDING AGENTS


 


SECTION 10.01                  Appointment.


 


(a)           Each Series 2000-1 Purchaser and each
Funding Agent hereby irrevocably designates and appoints the Administrative
Agent as the agent of such Series 2000-1 Purchaser and Funding Agent, as
the case may be, under this Supplement and the other Transaction Documents and
each such Series 2000-1 Purchaser and Funding Agent irrevocably authorizes
the Administrative Agent, in such capacity, to take such action on its behalf
under the provisions of this Supplement and the other Transaction Documents and
to exercise such powers and perform such duties as are expressly delegated to
the Administrative Agent by the terms of this Supplement and the other
Transaction Documents, together with such other powers as are reasonably
incidental thereto.  Notwithstanding any
provision to the contrary elsewhere in this Supplement or any other Transaction
Document, the Administrative Agent shall not have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Series 2000-1 Purchaser or any Funding Agent, and no
implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Supplement or otherwise exist against the
Administrative Agent.


 


(b)           Each Series 2000-1 Purchaser hereby
irrevocably designates and appoints the Funding Agent for such Series 2000-1
Purchaser’s VFC Purchaser Group as the agent of such Series 2000-1
Purchaser under this Supplement and the other Transaction Documents and each
such Series 2000-1 Purchaser irrevocably authorizes such Funding Agent, in
such capacity, to take such action on its behalf under the provisions of this
Supplement and the other Transaction Documents and to exercise such powers and
perform such duties as are expressly delegated to such Funding Agent by the
terms of this Supplement and the other Transaction Documents, together with
such other powers as are reasonably incidental thereto.  Notwithstanding any provision to the contrary
elsewhere in this Supplement or any other Transaction Document, neither Funding
Agent shall have any duties or responsibilities, except those expressly set
forth herein, or any fiduciary relationship with any Series 2000-1
Purchaser, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Supplement or otherwise
exist against either Funding Agent.


 


(c)           Except as otherwise expressly provided in this Supplement, any notice,
request or other communication made by the Funding Agent for a Series 2000-1
Conduit Purchaser’s VFC Purchaser Group shall constitute a notice, request or
communication to all relevant parties within such VFC Purchaser Group and each
party to this Supplement may assume that the Funding Agent has, to the extent
applicable, forwarded such notice, request or other communication to the
relevant parties within such Series 20001- Conduit Purchaser’s VFC
Purchaser Group.


 


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SECTION 10.02                  Delegation of Duties.


 


The Administrative Agent and
each Funding Agent may execute any of its respective duties under this
Supplement or any other Transaction Document by or through agents or attorneys
in fact and shall be entitled to advice of counsel (who may be counsel for the
Company, the Administrative Agent, a Funding Agent, the Master Servicer, any
other Series 2000-1 Conduit Purchaser or any other Series 2000-1
Purchaser), independent public accountants and other experts selected by it
concerning all matters pertaining to such duties.  Neither Funding Agent shall be responsible
for the negligence or misconduct of any agents or attorneys in fact selected by
it with reasonable care.


 


SECTION 10.03                  Exculpatory Provisions.


 


Neither the Administrative
Agent nor any Funding Agent nor any of their respective officers, directors,
employees, agents, attorneys in fact or Affiliates shall be (i) liable for
any action lawfully taken or omitted to be taken by it or such Person under or
in connection with the Pooling Agreement or this Supplement or any other
Transaction Document (x) with the consent or at the request of the Series 2000-1
Majority Purchasers or (y) in the absence of its own gross negligence or
willful misconduct or (ii) responsible in any manner to the Administrative
Agent or any Funding Agent or any of the Series 2000-1 Purchasers for any
recitals, statements, representations or warranties made by the Company or any
respective officer of the Company contained in this Supplement or any other
Transaction Document or in any certificate, report, statement or other document
referred to or provided for in, or received by the Administrative Agent or such
Funding Agent, as the case may be, under or in connection with, this Supplement
or any other Transaction Document or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Supplement or any other
Transaction Document or for any failure of the Company to perform its
obligations hereunder or thereunder. 
Neither the Administrative Agent nor any Funding Agent shall be under
any obligation to the Administrative Agent or any Funding Agent or any Series 2000-1
Purchaser to ascertain or to inquire as to the observance or performance of any
of the agreements contained in, or conditions of, this Supplement or any other
Transaction Document, or to inspect the properties, books or records of the
Company or the Master Servicer.


 


SECTION 10.04                  Reliance by Administrative Agent and Funding
Agents.


 


The Administrative Agent and
each Funding Agent shall be entitled to rely, and shall be fully protected in
relying, upon the Series 2000-1 VFC Certificates, any writing, resolution,
notice, consent, certificate, affidavit, letter, telecopy, telex or teletype
message, statement, order or other documents or conversation reasonably
believed by it to be genuine and correct and to have been signed, sent or made
by the proper Person or Persons and upon advice and statements of legal counsel
(including counsel to the Company or the Master Servicer), independent accountants
and other experts selected by the Administrative Agent or such Funding Agent,
as the case may be, and shall not be liable for any action taken or omitted to
be taken by it in good faith in accordance with the advice of such counsel,
accountants or experts.  The
Administrative Agent and each Funding Agent may deem and treat the payee of a Series 2000-1
VFC Certificate as the owner thereof for all purposes unless a written notice
of assignment, negotiation or transfer thereof shall have been filed with the
Administrative Agent and the related Funding Agent.  The Administrative Agent and each Funding
Agent shall be fully justified in failing or refusing to take any action under
this Supplement or any other Transaction Document unless it shall first receive
such advice or concurrence of the 


 


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Series 2000-1 Majority
Purchasers or, in the case of any Funding Agent, such advice or concurrence of
its VFC Purchaser Group, in each case as the Administrative Agent or such
Funding Agent, as the case may be, deems appropriate and it shall first be
indemnified to its satisfaction by the Series 2000-1 APA Banks, in the
case of the Administrative Agent, or the Series 2000-1 APA Banks in its
VFC Purchaser Group, in the case of any Funding Agent, against any and all
liability and expense which may be incurred by it by reason of taking or
continuing to take any such action.  The
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Supplement and the other Transaction
Documents in accordance with a request of any Series 2000-1 Purchaser, and
such request and any action taken or failure to act pursuant thereto shall be
binding.  Each Funding Agent shall in all
cases be fully protected in acting, or in refraining from acting, under this
Supplement and the other Transaction Documents in accordance with a request of
the Series 2000-1 Purchasers in its VFC Purchaser Group given in
accordance with its applicable Series 2000-1 Asset Purchase Agreement, and
such request and any action taken or failure to act pursuant thereto shall be
binding.


 


SECTION 10.05                  Notice of Master Servicer Default or Series 2000-1
Early Amortization Event or Potential Series 2000-1 Early Amortization Event.


 


Neither
the Administrative Agent nor any Funding Agent shall be deemed to have
knowledge or notice of the occurrence of any Master Servicer Default or any Series 2000-1
Early Amortization Event or Potential Series 2000-1 Early Amortization
Event hereunder unless the Administrative Agent or such Funding Agent has
received written notice from the Administrative Agent, a Funding Agent, a Series 2000-1
Purchaser, the Company or the Master Servicer referring to the Pooling
Agreement or this Supplement, describing such Master Servicer Default or such Series 2000-1
Early Amortization Event or Potential Series 2000-1 Early Amortization
Event and stating that such notice is a “notice of a Master
Servicer Default with respect to the Master Servicer” or a “notice of a Series 2000-1 Early Amortization Event or Potential Series 2000-1
Early Amortization Event”, as the case may be.  In the event that the Administrative Agent or
a Funding Agent receives such notice, the Administrative Agent or such Funding
Agent shall give notice thereof to the Series 2000-1 Purchasers, the Series 2000-1
APA Banks, the Company and the Master Servicer. 
The Administrative Agent shall take such action with respect to such
Master Servicer Default or Series 2000-1 Early Amortization Event or
Potential Series 2000-1 Early Amortization Event as shall be reasonably
directed by the Series 2000-1 Majority Purchasers; provided
that unless and until the Administrative Agent shall have received such
directions and indemnification satisfactory to the Administrative Agent from
the Series 2000-1 APA Banks, the Administrative Agent may (but shall not
be obligated to) take such action, or refrain from taking such action, with
respect to such Master Servicer Default or Series 2000-1 Early
Amortization Event or Potential Series 2000-1 Early Amortization Event as
it shall deem advisable in the best interests of the Series 2000-1
Purchasers.  Each Funding Agent shall
take such action (to the extent permitted hereunder) with respect to such
Master Servicer Default or Series 2000-1 Early Amortization Event or
Potential Series 2000-1 Early Amortization Event as shall be reasonably
directed by the Series 2000-1 Purchasers in its VFC Purchaser Group in
accordance with its applicable Series 2000-1 Asset Purchase Agreement; provided that unless and until a Funding Agent shall have
received such directions and indemnification satisfactory to such Funding Agent
from the related Series 2000-1 APA Banks, such Funding Agent may (but
shall not be obligated to) take such action, or refrain from taking such
action, with respect to such Master Servicer Default or Series 


 


73

















 


2000-1
Early Amortization Event or Potential Series 2000-1 Early Amortization
Event as it shall deem advisable in the best interests of the related Series 2000-1
Purchasers.


 


SECTION 10.06                  Non Reliance on Administrative Agent or Funding
Agents and Other Series 2000-1 Purchasers.


 


Each Series 2000-1
Purchaser expressly acknowledges that neither the Administrative Agent nor any
Funding Agent nor any of their respective officers, directors, employees,
agents, attorneys in fact or Affiliates have made any representations or
warranties to it and that no action by the Administrative Agent or any Funding
Agent hereinafter taken, including any review of the affairs of the Company,
shall be deemed to constitute any representation or warranty by the
Administrative Agent or any Funding Agent to any Series 2000-1
Purchaser.  Each Series 2000-1
Purchaser represents to the Administrative Agent and each Funding Agent that it
has, independently and without reliance upon the Administrative Agent or either
Funding Agent or any other Series 2000-1 Purchaser, and based on such
documents and information as it has deemed appropriate, made its own appraisal
of and investigation into the business, operations, property, financial and
other condition and creditworthiness of the Company and made its own decision
to enter into this Supplement.  Each Series 2000-1
Purchaser also represents that it will, independently and without reliance upon
the Administrative Agent or any Funding Agent or any other Series 2000-1
Purchaser, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit analysis, appraisals
and decisions in taking or not taking action under this Supplement and the
other Transaction Documents, and to make such investigation as it deems
necessary to inform itself as to the business, operations, property, financial
and other condition and creditworthiness of the Company.  Except for notices, reports and other
documents expressly required to be furnished to the Series 2000-1
Purchasers by the Administrative Agent or its related Funding Agent hereunder,
neither the Administrative Agent nor any Funding Agent shall have any duty or
responsibility to provide any Series 2000-1 Purchaser with any credit or
other information concerning the business, operations, property, condition
(financial or otherwise), prospects or creditworthiness of the Company which
may come into the possession of the Administrative Agent or such Funding Agent
or any of its officers, directors, employees, agents, attorneys in fact or
Affiliates.


 


SECTION 10.07                  Indemnification.


 


(a)           The Series 2000-1 APA Banks agree to indemnify the Administrative
Agent in its capacity as such (to the extent not reimbursed by Huntsman
International and the Company and without limiting the obligation of Huntsman
International, the Company and the Master Servicer to do so), ratably according
to their respective Series 2000-1 Adjusted Commitment Percentages in
effect on the date on which indemnification is sought (or, if indemnification
is sought after the Series 2000-1 Commitment Termination Date, ratably in
accordance with their Series 2000-1 Adjusted Commitment Percentages
immediately prior to such date), from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind whatsoever which may at any time be
imposed or, incurred by or asserted against the Administrative Agent in any way
relating to or arising out of, the Series 2000-1 Commitments, this
Supplement, any of the other Transaction Documents or any documents
contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by the 


 


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Administrative Agent under or in connection with any
of the foregoing; provided that
no Series 2000-1 Purchaser shall be liable for the payment of any portion
of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements to the extent resulting
solely from the Administrative Agent’s gross negligence or willful
misconduct.  The agreements in this Section shall
survive the payment of all amounts payable hereunder.


 


(b)           The Series 2000-1 APA Banks in each VFC Purchaser Group agree to
indemnify the related Funding Agent in its capacity as such (to the extent not
reimbursed by Huntsman International and the Company and without limiting the
obligation of Huntsman International, the Company and the Master Servicer to do
so), ratably according to their respective Series 2000-1 Adjusted
Commitment Percentages as a percentage of all Series 2000-1 Commitments in
such VFC Purchaser Group, in effect on the date on which indemnification is
sought (or, if indemnification is sought after the Series 2000-1
Commitment Termination Date, ratably in accordance with their Series 2000-1
Adjusted Commitment Percentages as a percentage of all Series 2000-1
Commitments in such VFC Purchaser Group, immediately prior to such date), from
and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind
whatsoever which may at any time be imposed or, incurred by or asserted against
such Funding Agent in any way relating to or arising out of, the Series 2000-1
Commitments, this Supplement, any of the other Transaction Documents or any
documents contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by such Funding
Agent under or in connection with any of the foregoing; provided
that no Series 2000-1 Purchaser shall be liable for the payment of any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements to the extent resulting
solely from such Funding Agent’s gross negligence or willful misconduct.  The agreements in this Section shall
survive the payment of all amounts payable hereunder.


 


SECTION 10.08                  Administrative Funding and Funding Agent in Its
Individual Capacity.


 


The Administrative Agent, each
Funding Agent and their respective Affiliates may make loans to, accept
deposits from and generally engage in any kind of business with the Company,
the Master Servicer or any of their Affiliates as though the Administrative
Agent or such Funding Agent, as the case may be, were not the Administrative
Agent or a Funding Agent hereunder.  With
respect to any Series 2000-1 VFC Certificate Interest held by the
Administrative Agent or a Funding Agent, the Administrative Agent or such
Funding Agent, as the case may be, shall have the same rights and powers under
this Supplement and the other Transaction Documents as any Series 2000-1
Purchaser and may exercise the same as though it were not a Funding Agent, and
the terms “Series 2000-1 APA Bank” and “Series 2000-1 Purchaser” shall include the
Administrative Agent or such Funding Agent, as the case may be, in its
individual capacity.


 


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SECTION 10.09                  Successor Administrative Agent and Funding
Agent.


 


(a)            The Administrative Agent may resign as
Administrative Agent upon ten (10) days’ notice to the Trustee, each
Funding Agent, the Series 2000-1 Purchasers and the Company and such
resignation is not to be effective until a successor funding agent is
appointed.  If the Administrative Agent
shall resign as Administrative Agent under this Supplement, then the Series 2000-1
Purchasers shall appoint from among the Series 2000-1 Purchasers a
successor agent for the Series 2000-1 Purchasers, which successor agent
shall be approved by the Company and the Master Servicer (which approval shall
not be unreasonably withheld), whereupon such successor agent shall succeed to
the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall include such successor agent
effective upon such appointment and approval, and the former Administrative
Agent’s rights, powers and duties as the Administrative Agent shall be
terminated, without any other or further act or deed on the part of such former
Administrative Agent or any of the parties to this Supplement.  After any retiring Administrative Agent’s
resignation as the Administrative Agent, the provisions of this Article X shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was the Administrative Agent under
this Supplement.


 


(b)            Each Funding Agent may resign as a Funding
Agent upon ten (10) days’ notice to the Administrative Agent, the Trustee,
the other Funding Agent(s), the Series 2000-1 Purchasers and the Company
and such resignation is not to be effective until a successor funding agent is
appointed.  If a Funding Agent shall
resign as Funding Agent under this Supplement, then the Series 2000-1
Purchasers in the related VFC Purchaser Group shall appoint from among the Series 2000-1
APA Banks in the related VFC Purchaser Group a successor agent for the Series 2000-1
Purchasers, which successor agent shall be approved by the Company and the
Master Servicer (which approval shall not be unreasonably withheld), whereupon such
successor agent shall succeed to the rights, powers and duties of such Funding
Agent, and the term “Funding Agent”
shall include such successor agent effective upon such appointment and
approval, and the former Funding Agent’s rights, powers and duties as a Funding
Agent shall be terminated, without any other or further act or deed on the part
of such former Funding Agent or any of the parties to this Supplement.  After any retiring Funding Agent’s
resignation as a Funding Agent, the provisions of this Article X
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was a Funding Agent under this Supplement.


 


ARTICLE XI


 


MISCELLANEOUS


 


SECTION 11.01                  Ratification of Agreement; Effectiveness.


 


(a)           As supplemented by this Supplement, the Pooling
Agreement is in all respects ratified and confirmed and the Pooling Agreement
as so supplemented by this Supplement shall be read, taken and construed as one
and the same instrument.


 


(b)           This Supplement shall be binding on the parties
hereto with effect as at the date hereof; provided that
the Series 2000-1 Commitments hereunder shall 


 


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become available for drawing and the Series 2000-1
Issuance Date shall occur on November 18, 2008, upon which date the
existing Amended and Restated Series 2000-1 Supplement dated April 18,
2006 (the “Existing Agreement”) will be of no
further force and effect except as to evidence the creation of trusts,
participations and security interests thereunder and the incurrence of
obligations thereunder.  For purposes of
clarification until the Series 2000-1 Issuance Date, the Existing
Agreement, the “Series 2000-1 Commitments” thereunder and the funding
therein shall remain in effect.


 


SECTION 11.02                  Governing Law.


 


THIS SUPPLEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
WITHOUT REFERENCE TO ANY CONFLICT OF LAW PRINCIPLES (OTHER THAN SECTION 5-1401
OF THE NEW YORK GENERAL OBLIGATIONS LAW).


 


SECTION 11.03                  Further Assurances.


 


Each of the Company, the
Master Servicer and the Trustee agrees, from time to time, to do and perform
any and all acts and to execute any and all further instruments required or
reasonably requested by the Administrative Agent or the Funding Agents more
fully to give effect to the purposes of this Supplement and the sale of the Series 2000-1
VFC Certificates and the Series 2000-1 VFC Certificate Interests
hereunder, including, in the case of the Company and the Master Servicer, the
execution of any financing or registration statements or similar documents or
notices or continuation statements relating to the Receivables and the other
Participation Assets for filing or registration under the provisions of the
relevant UCC or similar legislation of any applicable jurisdiction; provided that, in the case of the Trustee, in furtherance
and without limiting the generality of Section 8.01(d) of
the Pooling Agreement, the Trustee shall have received reasonable assurance in
writing of adequate reimbursement and indemnity in connection with taking such
action before the Trustee shall be required to take any such action.


 


SECTION 11.04                  Payments.


 


Each payment to be made
hereunder shall be made on the required payment date in U.S. Dollars, Euro
and/or Pounds Sterling (as applicable) and in immediately available funds, if
to any Series 2000-1 Purchaser, at the office of the related Funding Agent
as determined in accordance with Section 11.09.  Except in the circumstances described in Section 2.06(c), on each Distribution Date, each
Funding Agent shall remit in like funds to each related Series 2000-1
Purchaser its applicable pro rata share
(based on the amount each such Series 2000-1 Purchaser’s Series 2000-1
Purchaser Invested Amount represents of the Series 2000-1 Invested Amount
for the related VFC Purchaser Group) of each such payment received by such
Funding Agent for the account of the related Series 2000-1
Purchasers.  The Master Servicer shall
provide instructions to the Trustee with respect to conversion of funds from
one currency into another currency and the Trustee is hereby authorized, to the
extent it is required to convert funds in one currency into funds in another
currency in order to make any payment or distribution, to convert such funds at
the Spot Rate provided by the Paying Agent.


 


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SECTION 11.05                  Costs and Expenses.


 


The Company agrees to pay all
reasonable fees and out of pocket costs and expenses of the Trustee, the
Administrative Agent, each Funding Agent, each Series 2000-1 Conduit
Purchaser and each Series 2000-1 APA Bank (including reasonable fees and
disbursements of counsel to the Trustee, the Administrative Agent, each Funding
Agent each Series 2000-1 Conduit Purchaser) in connection with (i) the
preparation, execution and delivery of this Supplement, the Pooling Agreement,
and the other Transaction Documents and amendments or waivers of any such
documents, (ii) the reasonable enforcement by the Trustee, the
Administrative Agent, any Funding Agent, any Series 2000-1 Conduit
Purchaser or any Series 2000-1 APA Bank of the obligations and liabilities
of the Company and the Master Servicer under the Pooling Agreement, this
Supplement, the other Transaction Documents or any related document, (iii) any
restructuring or workout of the Pooling Agreement, this Supplement or any
related document and (iv) any inspection of the Company’s and/or the
Master Servicer’s offices, properties, books and records and any discussions
with the officers, employees and the Independent Public Accountants of the
Company or the Master Servicer; provided, however,
that any payments made by the Company pursuant to this Section 11.05
shall be Company Subordinated Obligations; and provided,
further, that in respect of payments of out-of-pocket costs and
expenses incurred pursuant to clause (iv) above,
the Company agrees to pay such out-of-pocket costs and expenses (a) in
connection with one inspection conducted once every calendar year prior to the
occurrence of a Series 2000-1 Early Amortization Event or a Master
Servicer Default; provided, however,
that such annual inspection with respect to a Funding Agent shall not exceed
$30,000; and (b) in connection with any inspection conducted following the
occurrence and during the continuance of a Series 2000-1 Early
Amortization Event or a Master Servicer Default.


 


SECTION 11.06                  No Waiver; Cumulative Remedies.


 


No failure to exercise and no
delay in exercising, on the part of the Trustee, the Administrative Agent,
either Funding Agent or any Series 2000-1 Purchaser, any right, remedy,
power or privilege hereunder, shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege.  The
rights, remedies, powers and privileges herein provided are cumulative and not
exhaustive of any rights, remedies, powers and privileges provided by law.


 


SECTION 11.07                  Amendments.


 


(a)            Subject to
this Section 11.07(c), this Supplement
may be amended in writing from time to time by the Master Servicer, the Company
and the Trustee, with the prior written notice to and written consent of each
Funding Agent, but without the consent of any holder of a Series 2000-1
VFC Certificate or any Series 2000-1 VFC Certificate Interest, to cure any
ambiguity, to correct or supplement any provisions herein which may be
inconsistent with any other provisions herein or to add any other provisions to
or change in any manner or eliminate any of the provisions with respect to
matters or questions raised under this Supplement which shall not be
inconsistent with the provisions of any Pooling and Servicing Agreement; provided, however, that
such action shall not, as evidenced by a Responsible Officer’s Certificate of
the Company delivered to the Trustee upon which the Trustee may conclusively
rely, have a Material Adverse Effect (but, to the extent that the determination
of whether 


 


78

















 


such action would have a Material Adverse Effect
requires a conclusion as to a question of law, an Opinion of Counsel shall be
delivered by the Company to the Trustee in addition to such Responsible Officer’s
Certificate).  The Trustee may, but shall
not be obligated to, enter into any such amendment pursuant to this Section 11.07(a) or Section 11.07(b) that
affects the Trustee’s rights, duties or immunities under any Pooling and
Servicing Agreement or otherwise.


 


(b)            Subject to Section 11.07(c),
this Supplement may also be amended (other than in the circumstances referred
to in Section 11.07(a)) in writing from
time to time by the Master Servicer, the Company and the Trustee with the
written consent of each Funding Agent and the Series 2000-1 Majority
Purchasers for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Supplement or of modifying
in any manner the rights of the Series 2000-1 VFC Certificateholders; provided, however, that
no such amendment shall, unless signed or consented to in writing by all Series 2000-1
Purchasers, (i) extend the time for payment, or reduce the amount, of any
amount of money payable to or for the account of any Series 2000-1
Purchaser under any provision of this Supplement, extend the Series 2000-1
Termination Date or reduce the Series 2000-1 Subordinated Interests, (ii) subject
any Series 2000-1 Purchaser to any additional obligation (including, any
change in the determination of any amount payable by any Series 2000-1
Purchaser) or (iii) change the VFC Pro Rata Shares, VFC Currency Pro Rata
Shares or the Series 2000-1 Aggregate Commitment Amount or the percentage
of Series 2000-1 Purchasers or Series 2000-1 Invested Amount which
shall be required for any action under this Section or any other provision
of this Supplement.


 


(c)            No amendment to this Supplement shall be
effective unless the prior written consent of each Funding Agent is obtained.


 


(d)            Each of the Company and the Trustee hereby
agrees that the Company and the Trustee may not perform a Company Exchange in
accordance with Section 5.11 of the Pooling
Agreement without:


 


(i)             the prior written consent of, (A) if the
Company Exchange will occur prior to a Conduit Purchaser Termination Event with
respect to a Series 2000-1 Conduit Purchaser, the Series 2000-1
Conduit Purchaser in such VFC Purchaser Group and the Series 2000-1
Required APA Banks in such VFC Purchaser Group and (B) if the Company
Exchange will occur on or after a Conduit Purchaser Termination Event with
respect to a Series 2000-1 Conduit Purchaser, the Series 2000-1
Purchase Date with respect to a Series 2000-1 Conduit Purchaser or any day
thereafter, the Series 2000-1 Required APA Banks in such VFC Purchaser
Group;


 


(ii)            the prior
written consent of each Funding Agent; and


 


(iii)           to the extent
determined applicable by the Funding Agents, entering into an amendment to this
Supplement (in form satisfactory to the Funding Agents) to provide under this
Supplement the benefit of any 


 


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term or condition with respect to any Series relating
to such Company Exchange which the Funding Agents determine is more favorable
to the relevant Holders than is provided under this Supplement.


 


(e)           Each of the Company and the Trustee hereby
agrees that no term of the Pooling Agreement which relates to a Funding Agent
or the Administrative Agent may be amended, modified, waived or otherwise
varied without the prior written consent of each Funding Agent and the
Administrative Agent.


 


SECTION 11.08                  Severability.


 


If any provision hereof is
void or unenforceable in any jurisdiction, such status shall not affect the
validity or enforceability of (i) such provision in any other jurisdiction
or (ii) any other provision hereof in such or any other jurisdiction.


 


SECTION 11.09                  Notices.


 


(a)            All notices, requests and demands to or upon
any party hereto to be effective shall be given (i) in the case of the
Company, the Master Servicer and the Trustee, in the manner set forth in Section 10.05 of the Pooling Agreement and (ii) in
the case of the Administrative Agent, each Funding Agent, each Series 2000-1
Conduit Purchaser and each Series 2000-1 APA Bank, in writing (including a
confirmed transmission by telecopy), and, unless otherwise expressly provided
herein, shall be deemed to have been duly given or made when delivered by hand
or three (3) days after being deposited in the mail, postage prepaid, or,
in the case of telecopy notice, when received, in the case of the
Administrative Agent, each Funding Agent, each Series 2000-1 Conduit Purchaser
and each Series 2000-1 APA Bank, at their respective addresses set forth
on Schedule IV attached hereto or below
their names on Attachment 1 to any Series 2000-1
Commitment Transfer Supplement, as applicable; or to such other address as may
be hereafter notified by any of the respective parties hereto.


 


(b)            Notices, requests and demands hereunder may be
delivered or furnished by electronic communications pursuant to procedures
approved by the Master Servicer, the Administrative Agent, the Funding Agents
and the Trustee; provided that the foregoing shall
not apply to notices pursuant to Article 11
unless otherwise agreed by the Administrative Agent and the applicable Funding
Agent with respect to a VFC Purchaser Group. 
The Master Servicer, the Administrative Agent, the Funding Agents and
the Trustee may, each in its discretion, agree to accept notices, requests and
demands to it hereunder by electronic communications pursuant to procedures
approved by it; provided that approval of such
procedures may be limited to particular notices or communications.  Notwithstanding the foregoing, the parties
hereto agree that the Purchase Documents delivered pursuant to Section 4A.02, notices or reports delivered pursuant to
Section 2.14 and notices and
directions delivered pursuant to Section 8.02(h),
each may be delivered by electronic communications.


 


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SECTION 11.10                  Successors and Assigns.


 


(a)           This Supplement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.


 


(b)           Any Series 2000-1 Purchaser (x) may at any time, upon the
consent of the related Series 2000-1 Conduit Purchaser and the related
Funding Agent, and (y) shall, upon the request of the related Series 2000-1
Conduit Purchaser and the related Funding Agent, in the event that a Series 2000-1
Purchaser that is a Series 2000-1 APA Bank shall cease to have short term
debt ratings of at least “A-1” by S&P and at least “P-1” by Moody’s, or, if
such Series 2000-1 APA Bank does not have short term debt which is rated
by S&P and Moody’s, in the event the parent corporation of such Series 2000-1
APA Bank has rated short term debt, such parent corporation ceases to have
short term debt ratings of at least “A-1” by S&P and at least “P-1” by
Moody’s, assign to one or more Eligible Assignees (any such assignee shall be
referred to herein as “Series 2000-1
Acquiring Purchaser”) all or a portion of its interests, rights and
obligations under this Supplement and the Transaction Documents; provided, however, that:


 


(i)            the amount of the Series 2000-1 Commitment
of the assigning Series 2000-1 APA Bank subject to each such assignment
(determined as of the date the Series 2000-1 Commitment Transfer
Supplement with respect to such assignment is delivered to the related Funding
Agent) shall not be less than $10,000,000 (or, if less, the entire remaining
amount of such Series 2000-1 Purchaser’s Series 2000-1 Commitment);


 


(ii)           the parties to each such assignment shall execute
and deliver to the Administrative Agent and the related Funding Agent a Series 2000-1
Commitment Transfer Supplement, substantially in the form of Exhibit B, together with, in the case of any assignment
to a Person other than an Eligible Assignee (excluding clause (B) of the
definition thereof), a processing and recordation fee payable to the
Administrative Agent of $3,500;


 


(iii)          the Series 2000-1 Acquiring Purchaser, if
it shall not already be a Series 2000-1 Purchaser, shall deliver to the
Administrative Agent and the related Funding Agent an Administrative
Questionnaire, substantially in the form of Exhibit C
to this Supplement; and


 


(iv)          such assignment shall comply in all respects
with the terms of the applicable Series 2000-1 Asset Purchase Agreement.


 


Any Series 2000-1
Purchaser can assign all or a portion of its interests, rights and obligations
under this Supplement and the Transaction Documents to a Conduit Assignee of
such Series 2000-1 Purchaser, which Conduit Assignee is rated at least “A-1”
by S&P and at least “P-1” by Moody’s, without consent; provided
that such assignment would not result in adverse tax consequences with respect
to the obligations of the Company pursuant to Section 7.03
hereof or increased costs for the Company or any of its Affiliates with respect



 


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to the obligations of the
Company or such Affiliate pursuant to Section 7.02
hereof, in which instance Company consent would be required (which consent may
not be unreasonably withheld).  Upon
acceptance and recording pursuant to Section 11.10(e),
from and after the applicable Series 2000-1 Transfer Effective Date (A) the
Series 2000-1 Acquiring Purchaser thereunder shall be a party hereto and,
to the extent of the interest assigned by such Series 2000-1 Commitment
Transfer Supplement, have the rights and obligations of a Series 2000-1
Purchaser under this Supplement and (B) the assigning Series 2000-1
Purchaser thereunder shall, to the extent of the interest assigned pursuant to Series 2000-1
Commitment Transfer Supplement, be released from its obligations under this
Supplement and the other Transaction Documents (and, in the case of a Series 2000-1
Commitment Transfer Supplement covering all or the remaining portion of an
assigning Series 2000-1 APA Bank’s rights and obligations under this
Supplement and the other Transaction Documents, such Series 2000-1 APA
Bank shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 7.01, 7.02, 7.03, 7.04 and 11.05, as well
as to any fees accrued for its account and not yet paid).


 


(c)            By executing and delivering a Series 2000-1
Commitment Transfer Supplement, the assigning Series 2000-1 APA Bank
thereunder and the Series 2000-1 Acquiring Purchaser thereunder shall be
deemed to confirm to and agree with each other and the other parties hereto as
follows:


 


(i)            such assigning Series 2000-1 Purchaser
warrants that it is the legal and beneficial owner of the interest being
assigned thereby free and clear of any adverse claim and that its Series 2000-1
Commitment and the outstanding balances of the Series 2000-1 VFC
Certificates being assigned, in each case without giving effect to assignments
thereof which have not become effective, are as set forth in such Series 2000-1
Commitment Transfer Supplement;


 


(ii)           except as set forth in sub-clause (i) above,
such assigning Series 2000-1 Purchaser makes no representation or warranty
and assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with this Supplement or any other
Transaction Document, or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Supplement, any other Transaction
Document or any other instrument or document furnished pursuant hereto or
thereto, or the financial condition of any Originator, the Master Servicer or
the Company or the performance or observance by any Originator, the Master
Servicer or the Company of any of their respective obligations under this
Supplement, any other Transaction Document or any other instrument or document
furnished pursuant hereto or thereto;


 


(iii)          such Series 2000-1 Acquiring Purchaser
represents and warrants that it is legally authorized to enter into such Series 2000-1
Commitment Transfer Supplement;


 


(iv)          such Series 2000-1 Acquiring Purchaser
confirms that it has received a copy of this Supplement or any other
Transaction Document and such 


 


82

















 


other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such Series 2000-1
Commitment Transfer Supplement;


 


(v)           such Series 2000-1 Acquiring Purchaser will independently and
without reliance upon the Administrative Agent, either Funding Agent, the
Trustee, the assigning Series 2000-1 Purchaser or any other Series 2000-1
Purchaser and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Supplement or any other Transaction Document;


 


(vi)          such Series 2000-1 Acquiring Purchaser
appoints and authorizes the Administrative Agent and the related Funding Agent
and the Trustee to take such action as agent on its behalf and to exercise such
powers under this Supplement and the other Transaction Documents as are
delegated to the Administrative Agent and the related Funding Agent and the
Trustee, respectively, by the terms hereof, together with such powers as are
reasonably incidental thereto; and


 


(vii)         such Series 2000-1 Acquiring Purchaser
agrees that it will perform in accordance with its terms all the obligations
which by the terms of this Supplement are required to be performed by it as a Series 2000-1
Purchaser.


 


(d)           Notwithstanding and in addition to the provisions of Section 5.03 of the Pooling Agreement, the
Administrative Agent shall maintain at one of its offices a copy of each Series 2000-1
Commitment Transfer Supplement delivered to it and a register for the recordation
of the names and addresses of the Series 2000-1 Purchaser, and the Series 2000-1
Commitments of, and the principal amount of the Series 2000-1 VFC
Certificate issued to, the Series 2000-1 VFC Certificateholder and each Series 2000-1
VFC Certificate Interest allocated to each Series 2000-1 Purchaser
pursuant to the terms hereof from time to time (the “Series 2000-1
Register”).  Notwithstanding
the provisions of Section 5.06
of the Pooling Agreement, the entries in the Series 2000-1 Register as
provided in this Section 11.10(d) shall
be conclusive and the Company, the Master Servicer, the Series 2000-1
Purchaser, the Transfer Agent and Registrar, the Administrative Agent, the
related Funding Agent and the Trustee shall treat each Person whose name is recorded
in the Series 2000-1 Register pursuant to the terms hereof as a Series 2000-1
Purchaser hereunder for all purposes of this Supplement, notwithstanding notice
to the contrary.  However, in accordance
with Section 5.06 of the Pooling
Agreement, in determining whether the holders of the requisite Fractional
Undivided Interests have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, any Investor Certificate owned by the
Company, the Master Servicer, the Servicer Guarantor, any Originator or any
Affiliate thereof, shall be disregarded and deemed not to be outstanding,
except that, in determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only an Investor Certificate which a Responsible Officer of the Trustee
actually knows to be so owned shall be so disregarded.  Any Series 2000-1 VFC Certificate 


 


83

















 


owned by the Company, the Master Servicer, any
Originator or any Affiliate thereof which has been pledged in good faith shall
not be disregarded and may be regarded as outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right so to act
with respect to such Investor Certificate and that the pledgee is not the
Company, the Master Servicer, any Originator or any Affiliate thereof.  The Series 2000-1 Register shall be
available for inspection by the Company, the Master Servicer, any Originator,
the Series 2000-1 Purchasers and the Trustee, at any reasonable time and
from time to time upon reasonable prior notice.


 


(e)           Upon its receipt of a duly completed Series 2000-1 Commitment
Transfer Supplement executed by an assigning Series 2000-1 Purchaser or Series 2000-1
APA Bank, as applicable, and a Series 2000-1 Acquiring Purchaser, an
Administrative Questionnaire completed in respect of the Series 2000-1
Acquiring Purchaser (unless the Series 2000-1 Acquiring Purchaser shall
already be a Series 2000-1 Purchaser hereunder) and the processing and
recordation fee referred to in Section 11.10(b) above,
(i) the Administrative Agent and the related Funding Agent shall accept
such Series 2000-1 Commitment Transfer Supplement, (ii) the
Administrative Agent shall record the information contained therein in the Series 2000-1
Register and (iii) the related Funding Agent shall give prompt written
notice thereof to the Series 2000-1 Purchaser, the Company, the Master
Servicer and the Trustee.  No assignment
shall be effective unless and until it has been recorded in the Series 2000-1
Register as provided in this Section 11.10(e).


 


(f)            Any Series 2000-1 Purchaser or Series 2000-1
APA Bank may sell participations to one or more banks or other entities (the “Series 2000-1 Participants”) in all or a portion of its
rights and obligations under this Supplement and the other Transaction
Documents (including all or a portion of its Series 2000-1 Commitment and
its Series 2000-1 VFC Certificate Interest); provided,
however, that:


 


(i)            such Series 2000-1 Purchaser’s or Series 2000-1
APA Bank’s obligations under this Supplement shall remain unchanged;


 


(ii)           such Series 2000-1 Purchaser or Series 2000-1
APA Bank shall remain solely responsible to the other parties hereto for the
performance of such obligations;


 


(iii)          the Series 2000-1 Participants shall be
entitled to the benefit of the cost protection provisions contained in Sections 7.01, 7.02, 7.03 and 7.04, and shall
be required to provide the tax forms and certifications described in Section 7.03(b), to the same extent as if they were Series 2000-1
Purchasers or Series 2000-1 APA Banks; provided
that no such Participant shall be entitled to receive any greater amount
pursuant to such Sections than a Series 2000-1 Purchaser or Series 2000-1
APA Bank, as applicable, would have been entitled to receive in respect of the
amount of the participation sold by such Series 2000-1 Purchaser or Series 2000-1
APA Bank to such Series 2000-1 Participant had no sale occurred;


 


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(iv)          the Company, the Master Servicer, the other Series 2000-1
Purchasers, the Series 2000-1 APA Banks, the Administrative Agent, the
Funding Agents and the Trustee shall continue to deal solely and directly with
such Series 2000-1 Purchaser or Series 2000-1 APA Bank in connection
with such Series 2000-1 Purchaser’s or Series 2000-1 APA Bank’s
rights and obligations under this Supplement, and such Series 2000-1
Purchaser or Series 2000-1 APA Bank shall retain the sole right to enforce
its rights under its Series 2000-1 VFC Certificate Interest and to approve
any amendment, modification or waiver of any provision of this Supplement
(other than amendments, modifications or waivers decreasing any fees payable
hereunder or the amount of principal of or the rate at which interest is
payable on the Series 2000-1 VFC Certificates, extending any scheduled
principal payment date or date fixed for the payment of interest on the Series 2000-1
VFC Certificates or increasing or extending the Series 2000-1
Commitments); and


 


(v)           the sum of the aggregate amount of any Series 2000-1 Commitment or
portion thereof subject to each such participation plus
the portion of the Series 2000-1 Invested Amount represented by any Series 2000-1
VFC Certificate Interest subject to such participation shall not be less than
$10,000,000.


 


(g)           Any Series 2000-1 Purchaser or Series 2000-1 APA Bank may, in
connection with any assignment or participation or proposed assignment or
participation pursuant to this Section 11.10,
disclose to the Series 2000-1 Acquiring Purchaser or Series 2000-1
Participant or proposed Series 2000-1 Acquiring Purchaser or Series 2000-1
Participant any information relating to any Originator, the Master Servicer,
the Trust or the Company furnished to such Series 2000-1 Purchaser or Series 2000-1
APA Bank by or on behalf of such entities; provided that,
prior to any such disclosure of information, each such Series 2000-1
Acquiring Purchaser or Series 2000-1 Participant or proposed Series 2000-1
Acquiring Purchaser or Series 2000-1 Participant shall execute and deliver
to the Master Servicer a confidentiality agreement in the form of Exhibit G.


 


(h)           Neither the Company nor the Master Servicer shall assign or delegate any
of its rights or duties hereunder other than to an Affiliate thereof without
the prior written consent of the Funding Agents, the Trustee and each Series 2000-1
Purchaser, and any attempted assignment without such consent shall be null and
void.


 


(i)            Notwithstanding any other provisions herein, no
transfer or assignment of any interests or obligations of any Series 2000-1
Purchaser or Series 2000-1 APA Bank hereunder or any grant of
participation therein shall be permitted if such transfer, assignment or grant
would result in a prohibited transaction under Section 4975 of the
Internal Revenue Code or Section 406 of ERISA or cause the Participation
Assets to be regarded as “plan assets” pursuant to 29 C.F.R. § 2510.3 101, or
require the Company or an Originator to file a registration statement with the
Securities and Exchange Commission or to qualify under the “blue sky” laws of
any state.


 


85

















 


(j)            No provision of the Transaction Documents shall
in any manner restrict the ability of the Series 2000-1 Conduit Purchasers
to assign, participate, grant security interests in, or otherwise transfer any
portion of their respective Series 2000-1 Purchaser Invested Amounts.  Without limiting the foregoing, each Series 2000-1
Conduit Purchaser may, on one or a series of transactions, transfer all or any
portion of its Series 2000-1 Purchaser Invested Amount, and its rights and
obligations under the Transaction Documents to a Conduit Assignee.


 


(k)           Any Series 2000-1 APA Bank may at any time pledge or grant a
security interest in all or any portion of its Series 2000-1 VFC
Certificate and its rights under this Supplement and the Transaction Documents
(including any rights to payment of Series 2000-1 Purchaser Invested
Amount and Series 2000-1 Monthly Interest Distribution) to secure
obligations of such Series 2000-1 APA Bank to a Federal Reserve Bank, and
this Section 11.10(k) shall not
prohibit or otherwise limit to any such pledge or grant of a security interest;
provided that no such pledge or grant of
a security interest shall release a Series 2000-1 APA Bank from any of its
obligations hereunder, or substitute any such pledgee or grantee for such Series 2000-1
APA Bank as a party hereto.


 


SECTION 11.11                  Counterparts.


 


This Supplement may be
executed in any number of counterparts and by the different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original, and all of which taken together shall constitute one and the same
agreement.


 


SECTION 11.12                  Adjustments; Setoff.


 


(a)            If any Series 2000-1 Purchaser (a “Series 2000-1 Benefited Purchaser”) shall at any time
receive in respect of its Series 2000-1 Purchaser Invested Amount any
distribution of any amount, including Series 2000-1 Unused Fee, Series 2000-1
Utilization Fee or other fees, or any interest thereon, or receive any
collateral in respect thereof (whether voluntarily or involuntarily, by setoff,
or otherwise) in a greater proportion than any such distribution (if any)
received by any other Series 2000-1 Purchaser in respect of such other Series 2000-1
Purchaser’s Series 2000-1 Purchaser Invested Amount, or interest thereon,
such Series 2000-1 Benefited Purchaser shall purchase for cash from the
other Series 2000-1 Purchasers such portion of each such other Series 2000-1
Purchaser’s Series 2000-1 VFC Certificate Interest, or shall provide such
other Series 2000-1 Purchasers with the benefits of any such collateral,
or the proceeds thereof, as shall be necessary to cause such Series 2000-1
Benefited Purchaser to share the excess payment or benefits of such collateral
or proceeds ratably with each of the Series 2000-1 Purchasers; provided, however, that
if all or any portion of such excess payment or benefits is thereafter
recovered from such Series 2000-1 Benefited Purchaser, such purchase shall
be rescinded, and the purchase price and benefits returned, to the extent of
such recovery, but without interest.  The
Master Servicer agrees that each Series 2000-1 Purchaser so purchasing a Series 2000-1
VFC Certificate Interest may exercise all rights of payment (including rights
of 


 


86

















 


setoff) with respect to such portion as fully as if
such Series 2000-1 Purchaser were the direct holder of such portion.


 


(b)            In addition to any rights and remedies of the Series 2000-1
Purchasers provided by law, each Series 2000-1 Purchaser shall have the
right, without prior notice to the Company, any such notice being expressly
waived by the Company, to the extent permitted by applicable law, upon any
amount becoming due and payable by the Company hereunder or under the Series 2000-1
VFC Certificates to setoff and appropriate and apply against any and all
deposits (general or special, time or demand, provisional or final), in any
currency, and any other credits, indebtedness or claims, in any currency, in
each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by such Series 2000-1 Purchaser to or
for the credit or the account of the Company. 
Each Series 2000-1 Purchaser agrees promptly to notify the Company,
the Administrative Agent and the Funding Agents after any such setoff and
application made by such Series 2000-1 Purchaser; provided
that the failure to give such notice shall not affect the validity of such
setoff and application.


 


SECTION 11.13                  Limitation of Payments by the Company.


 


The Company’s obligations
under Article VII shall be limited to
the funds available to the Company which have been properly distributed to the
Company pursuant to the Pooling Agreement and any Supplement and neither the
Administrative Agent, nor any Funding Agent nor any Series 2000-1
Purchaser shall have any actionable claim against the Company for failure to
satisfy such obligation because it does not have funds available therefor from
amounts properly distributed.


 


SECTION 11.14                  No Bankruptcy Petition; No Recourse.


 


(a)            The Administrative Agent, each Funding Agent,
each Series 2000-1 Purchaser, the Master Servicer, the Trustee and each Series 2000-1
APA Bank hereby covenants and agrees that it will not institute against, or
join any other Person in instituting against, the Company, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
similar proceedings (including, but not limited to, petitioning for the
declaration of the Company’s assets en désastre)
under any Applicable Insolvency Laws.


 


(b)            Notwithstanding anything elsewhere herein
contained, the sole remedy of the Administrative Agent, each Funding Agent, the
Master Servicer, the Trustee, each Series 2000-1 Purchaser, each Series 2000-1
APA Bank or any other person in respect of any obligation, covenant,
representation, warranty or agreement of the Company under or related to this
Supplement shall be against the assets of the Company, subject to the payment
priorities contained in Articles III
and IV of this Supplement and Article III of the Pooling Agreement.  Neither the Administrative Agent, nor any
Funding Agent, nor any Series 2000-1 Purchaser, nor any Series 2000-1
APA Bank, nor the Trustee, nor the Master Servicer, nor any other person shall
have any claim against the Company to the extent that such assets are
insufficient to meet any such obligation, covenant, representation, warranty or
agreement (the difference being referred to herein as “shortfall”)
and all claims in respect of 


 


87

















 


the shortfall shall be extinguished.  A director, member, independent manager,
managing member, officer or employee, as applicable, of the Company shall not
have liability for any obligation of the Company hereunder or under any
Transaction Document or for any claim based on, in respect of, or by reason of,
any Transaction Document, unless such claim results from the gross negligence,
fraudulent acts or willful misconduct of such director, officer or employee.


 


(c)            Notwithstanding any other provision of this
Supplement or any other Transaction Document, each Series 2000-1 Conduit
Purchaser (other than with respect to itself), the Company, the Master
Servicer, the Administrative Agent, each Funding Agent and the Series 2000-1
APA Banks each hereby covenant and agree that prior to the date which is one
year (or, if longer, such preference period as is then applicable) and one day
after the latest of (i) the last day of the Series 2000-1
Amortization Period, (ii) the date on which all Investor Certificates of
each other Outstanding Series are repaid in full, and (iii) the date
on which all outstanding Commercial Paper of each Series 2000-1 Conduit
Purchaser is paid in full, it will not institute against, or join any other
Person in instituting against, any Series 2000-1 Conduit Purchaser any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other similar proceedings under any Applicable Insolvency Laws.


 


The provisions of this Section 11.14 shall survive termination of this
Supplement.


 


SECTION 11.15                  Limitation on Addition of Approved Originators,
Approved Currency, Approved Obligors and a Successor Master Servicer; Mergers
and Consolidations


 


(a)            Notwithstanding satisfaction of the conditions
set forth in Section 2.09 of the Pooling
Agreement or in any Origination Agreement, while any Series 2000-1 VFC
Certificate is outstanding:


 


(i)            the addition of any Receivables denominated in
a currency other than an Approved Currency;


 


(ii)           the execution and delivery of any other
Origination Agreement (other than those entered into on or before the Series 2000-1
Issuance Date);


 


(iii)          the addition of an Additional Originator;


 


(iv)          the addition of any Receivable governed by any
law other than an Approved Contract Jurisdiction;


 


(v)           the appointment of a Successor Master Servicer;


 


(vi)          the addition of a jurisdiction as an Approved
Obligor Country which is a Non-Investment Grade Country;


 


(vii)         any merger, consolidation, conveyance, sale or
transfer with respect to the Master Servicer; or


 


88
















 


(viii)        any Acquired Line of Business or disposition of
line of business other than Permitted Designated Line of Business Disposition,


 


shall, in each case, require the prior written consent of the
Administrative Agent acting at the direction of all Series 2000-1
Purchasers.


 


(b)           Notwithstanding satisfaction of the conditions set forth in Section 6.03 of the Pooling Agreement, Section 5.01 of the Servicing Agreement and Section 6.11 (or any corresponding section) of the
Origination Agreements, the occurrence of any such event set forth in such
Sections shall require the delivery to the Trustee of the prior written consent
of each Funding Agent.


 


SECTION 11.16                  Subordinated Loan.


 


(a)             If the Company elects to deliver U.S. Dollars,
Euro and/or Pounds Sterling (as applicable) to cure an Early Amortization Event
pursuant to Section 5.01, such cash
contribution, which may be made only out of Collections from the Series 2000-1
Concentration Accounts which are otherwise allocable under Section 3A.03
to be paid to the Company Receipts Account, shall be evidenced as a
Subordinated Loan, will constitute a Junior Claim and will be subject to the
provisions of this Section 11.16.  Irrespective of the time, order or method of
payment and irrespective of anything else contained in this or any other
document or agreement other than in this Section 11.16,
so long as any VFC Certificate remains outstanding, the Company agrees that any
and all Junior Claims are and shall be expressly subordinate and junior to the
Senior Claims in right and time of payment. 
Each Junior Claimant by acceptance thereof waives any and all notice of
the creation or accrual of any such Senior Claim and notice of proof of
reliance upon these subordination provisions by any holder of any Senior
Claim.  Any such Senior Claim shall
conclusively be deemed to have been created, contracted or incurred in reliance
upon these subordination provisions and all dealings between the Company and
any holders of any such Senior Claims (including the Company as an ECI Holder)
so arising shall be deemed to have been consummated in reliance upon these
subordination provisions.  The provisions
of this Section 11.16 are and are intended
to be solely for the purpose of defining the relative rights of the Junior
Claimants, on the one hand, and the holders of any Senior Claims, on the other
hand.


 


(b)           In the event of any Insolvency Event:


 


(i)            all Senior Claims shall first be Indefeasibly
Paid, or such payment shall have been provided for in a manner satisfactory to
all of the holders of Senior Claims, before any payment or distribution,
whether in cash, securities or other property, shall be made to any Junior
Claimant on account of such Junior Claim; and


 


(ii)           any payment or distribution of any kind or
character, whether in cash, securities or other property that would otherwise
(but for these subordination provisions) be payable or deliverable with respect
to any Junior Claim shall be paid or delivered directly to the holders of
Senior Claims (or to a banking institution selected by the court or other
Person 


 


89

















 


making the payment or delivery or designated by any
holder of any Senior Claim) for application in payment of the Senior Claims in
accordance with the priorities then existing among such holders until all
Senior Claims shall have been Indefeasibly Paid, or such payment shall have
been provided for in a manner satisfactory to all of the holders of Senior
Claims.


 


As used in this Section 11.16, the term “Indefeasibly
Paid” means, with respect to the making of any payment on or with
respect to any Senior Claim, a payment of such Senior Claim in full that is not
subject to avoidance under Section 547 of the Bankruptcy Code.


 


(c)           Turnover of Improper Payments.  If any payment or distribution
of any character or any security, whether in cash, securities or other property
shall be received by any Junior Claimant in contravention of any of the terms
hereof and before all the Senior Claims shall have been Indefeasibly Paid or such
payment shall have been provided for in a manner satisfactory to all of the
holders of Senior Claims, such payment or distribution or security shall be
received in trust for the benefit of, and shall be paid over or delivered and
transferred to, the holders of the Senior Claims at the time outstanding in
accordance with the priorities then existing among such holders for application
to the payment of all Senior Claims remaining unpaid, to the extent necessary
to pay all such Senior Claims in full. 
In the event of the failure of any Junior Claimant to endorse or assign
any such payment, distribution or security, the Administrative Agent is hereby
irrevocably authorized to endorse or assign the same.


 


(d)           No Prejudice or Impairment.  The rights under these subordination
provisions of the holders of any Senior Claims as against any Junior Claimant
shall, to the fullest extent permitted by applicable law, remain in full force
and effect without regard to, and shall not be impaired or affected by:


 


(i)            any act or failure to act on the part of the
Company;


 


(ii)           any extension or indulgence with respect to any
payment or prepayment of any Senior Claim or any part thereof or with respect
to any other amount payable to any holder of any Senior Claim;


 


(iii)          any amendment, modification or waiver of, or
addition or supplement to, or deletion from, or compromise, release, consent or
other action with respect to, any of the terms of any Senior Claim, the Pooling
Agreement, this Supplement or any other agreement that may be made relating to
any Senior Claim;


 


(iv)          any exercise or non exercise by the holder of
any Senior Claim of any right, power, privilege or remedy under or with respect
to such Senior Claim, the Pooling Agreement, this Supplement or any waiver of
any such right, power, privilege or remedy or of any default with respect to
such Senior Claim, the Pooling Agreement or this Supplement, or any receipt by
the holder of any Senior Claim of any security, or any 


 


90

















 


failure by such holders to perfect a security interest
in, or any release by such holder of, any security for the payment of such
Senior Claim;


 


(v)           any merger or consolidation of the Company or any of its Subsidiaries
into or with any other Person, or any sale, lease or transfer of any or all of
the assets of the Company or any of its Subsidiaries to any other Person;


 


(vi)          absence of any notice to, or knowledge by, any
Junior Claimant of the existence or occurrence of any of the matters or events
set forth in the foregoing sub-clauses  (i) through (v); or


 


(vii)         any other circumstance.


 


The terms and conditions of
this Section 11.16 shall not be
modified or amended without the express written consent of the Funding Agent(s) representing
Certificateholders of more than 50% of the Series 2000-1 Invested Amount
and, if any such amendment would adversely affect the interests of an ECI
Holder, without the written consent of the ECI Holder or Holders.


 


(e)            The obligations of the Junior Claimants under
these subordination provisions shall continue to be effective, or be
reinstated, as the case may be, if at any time any payment with respect to any
Senior Claim, or any other payment to any holder of any Senior Claim in its
capacity as such, is rescinded or must otherwise be restored or returned by the
holder of such Senior Claim upon the occurrence of any Insolvency Event, or
upon or as a result of the appointment of a receiver, intervenor or conservator
of, or trustee or similar officer for, the Company or any substantial part of
property, or otherwise, all as though such payment had not been made.


 


(f)             No Junior Claimant shall have any subrogation
or other rights as the holder of a Senior Claim, and each Junior Claimant
hereby waives all such rights of subrogation and all rights of reimbursement or
indemnity whatsoever and all rights of recourse to any security for any Senior
Claim, until such time as all the Senior Claims shall be Indefeasibly Paid or
such payment shall have been provided for in a manner satisfactory to all of
the holders of Senior Claims and all of the obligations of the Company under
the Senior Claims, the Pooling Agreement and this Supplement shall have been
duly performed.  From and after the time
at which all Senior Claims have been Indefeasibly Paid or such payment shall
have been provided for in a manner satisfactory to all of the holders of Senior
Claims, the Junior Claimants shall be subrogated to all rights of any holders
of Senior Claims to receive any further payments or distributions applicable to
the Senior Claims until the Junior Claims shall have been paid in full or such
payment shall have been provided for in a manner satisfactory to the majority
in amount of the Junior Claimants, and for the purposes of such subrogation, no
payment or distribution received by the holders of Senior Claims of cash,
securities or other property to which the Junior Claimants would have been
entitled except for these subordination provisions shall, as between the
Company and its creditors other than the holders of Senior Claims, on the one
hand, and the Junior Claimants, on the 


 


91

















 


other, be deemed to be a payment or distribution by
the Company to or on account of the Senior Claims.


 


(g)            Each Certificate or other instrumentality
evidencing any Junior Claim shall contain the following legend conspicuously
noted on the face thereof:  “THIS [NAME OF INSTRUMENT] IS SUBJECT TO
THE SUBORDINATION PROVISIONS SET FORTH IN SECTION 11.16 OF THE SECOND
AMENDED AND RESTATED SERIES 2000-1 SUPPLEMENT AMONG HUNTSMAN RECEIVABLES
FINANCE LLC, HUNTSMAN (EUROPE) BVBA, AS MASTER SERVICER, THE SEVERAL FINANCIAL
INSTITUTIONS PARTY THERETO AS FUNDING AGENTS, THE SERIES 2000-1 CONDUIT
PURCHASERS PARTY THERETO, THE SEVERAL FINANCIAL INSTITUTIONS PARTY THERETO AS
SERIES 2000-1 APA BANKS, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND
BNY FINANCIAL SERVICES PLC, AS TRUSTEE, DATED AS OF NOVEMBER 13, 2008”
and shall specifically state that a copy of these subordination provisions (to
the extent not expressly stated in such instrument) is on file with the Company
and is available for inspection at the Company’s offices.


 


SECTION 11.17                  Limited Recourse.


 


(a)            Notwithstanding any other provision of this
Supplement or any other Transaction Document, each of the parties hereto agrees
that the respective obligations of each Series 2000-1 Conduit Purchaser
under this Supplement or any other Transaction Document are solely the
corporate obligations of the Series 2000-1 Conduit Purchasers and, in the
case of obligations of each Series 2000-1 Conduit Purchaser other than
Commercial Paper, shall be payable at such time as funds are received by or are
available to such Series 2000-1 Conduit Purchaser in excess of funds
necessary to pay in full all outstanding Commercial Paper issued by such Series 2000-1
Conduit Purchaser and, to the extent funds are not available to pay such
obligations, the claims relating thereto shall not constitute a claim against
such Series 2000-1 Conduit Purchaser but shall continue to accrue.  Each party hereto agrees that the payment of
any claim (as defined in Section 101 of Title 11 of the Bankruptcy Code)
of any such party shall be subordinated to the payment in full of all
Commercial Paper.


 


(b)           Notwithstanding any other provision of this Supplement or any other
Transaction Document, no recourse under any obligation, covenant or agreement
of any Series 2000-1 Conduit Purchaser contained in this Supplement shall
be had against any incorporator, stockholder, member, officer, director,
employee or agent of such Series 2000-1 Conduit Purchaser, the
Administrative Agent, the Funding Agents or any of their Affiliates (solely by
virtue of such capacity) by the enforcement of any assessment or by any legal
or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the Pooling
Agreement is solely a corporate obligation of the Series 2000-1 Conduit
Purchasers, and that no personal liability whatever shall attach to or be
incurred by any incorporator, stockholder, member, officer, director, employee
or agent of either Series 2000-1 Conduit Purchaser, the Administrative
Agent, the Funding Agents, the 


 


92

















 


Manager or any of their Affiliates (solely by virtue
of such capacity) or any of them under or by reason of any of the obligations,
covenants or agreements of such Series 2000-1 Conduit Purchaser contained
in this Supplement, or implied therefrom, and that any and all personal liability
for breaches by such Series 2000-1 Conduit Purchaser of any of such
obligations, covenants or agreements, either at common law or at equity, or by
statute, rule or regulation, of every such incorporator, stockholder,
officer, director, employee or agent is hereby expressly waived as a condition
of and in consideration for the execution of the Pooling Agreement; provided that the foregoing shall not relieve any such
Person from any liability it might otherwise have as a result of fraudulent
actions taken or omissions made by them.


 


(c)            Notwithstanding any other provision of this
Supplement or any other Transaction Document (including Section 11.14
and the other provisions of this Section 11.17),


 


(i)            each of the parties hereto hereby agrees with
Regency that it shall not, until the expiry of two years and one day after the
payment of all sums outstanding and owing under the latest maturing Commercial
Paper notes issued by Regency take any corporate action or other steps or legal
proceedings for the winding-up, dissolution, examinership or re-organisation of
or for the appointment of a receiver, administrator, administrative receiver,
trustee, liquidator, examiner, sequestrator or similar officer to Regency or of
any or all its revenues and assets.


 


(ii)           no recourse under any obligation, covenant or
agreement of Regency contained in this Supplement or any other Transaction
Document shall be had against any shareholder, member, officer, director,
employee or agent of Regency, by the enforcement of any assessment or by any
proceeding, by virtue of any statute or otherwise; it being expressly agreed
and understood that this Supplement or any other Transaction Document is a
corporate obligation of Regency, and that no personal liability shall attach to
or be incurred by the shareholders, members, officers, directors, employees or
agents of Regency, as such, or any of them under or by reason of any of the
obligations, covenants or agreements of Regency contained in this Supplement or
any other Transaction Document or implied therefrom and that any and all
personal liability for breaches by Regency of any of such obligations,
covenants or agreements, either at law or by statute or constitution of every
such shareholder, member, officer, director, employee or agent is hereby
expressly waived as a condition of and in consideration for the execution of
this Supplement.


 


(iii)          each of the parties hereto agrees that Regency
shall be liable for any claims that a party hereto or any other person may have
against Regency under or in relation to this Supplement or any other
Transaction Document only to the extent that Regency has Excess Funds.


 


For purposes hereof, “Excess Funds”
means all funds not required, after giving effect to all amounts on deposit in
Regency’s commercial paper 


 


93

















 


accounts, to pay or provide for the payment of all Commercial Paper
issued by Regency, maturing on the date of such determination or that
previously matured but remain unpaid;


 


(d)           The provisions of this Section 11.17
shall survive termination of this Supplement.


 


ARTICLE XII


 


FINAL DISTRIBUTIONS


 


SECTION 12.01                  Certain Distributions.


 


(a)            Not later than 2:00 p.m. New York City
time, on the Distribution Date following the date on which the proceeds from
the disposition of the Receivables pursuant to Section 7.02(b) of
the Pooling Agreement are deposited into the Series 2000-1 Non-Principal
Concentration Subaccounts and the Series 2000-1 Principal Concentration
Subaccounts, the Paying Agent shall distribute such amounts pursuant to Article III of this Supplement.


 


(b)            Notwithstanding anything to the contrary in
this Supplement or the Pooling Agreement, any distribution made to the Series 2000-1
Investor Certificateholders pursuant to this Section shall be deemed to be
a final distribution pursuant to Section 9.03
of the Pooling Agreement with respect to the Series 2000-1 VFC
Certificates.


 


ARTICLE XIII


 


ADMINISTRATIVE AGENT


 


SECTION 13.01                  Administrative Agent.


 


Notwithstanding anything to the contrary in the Pooling Agreement, the
Servicing Agreement or this Supplement, for purposes of all provisions of the
Pooling Agreement and the Servicing Agreement requiring the consent of each
Funding Agent of Holders evidencing more than 50% of the Aggregate Invested
Amount, references to “Funding Agent” shall be construed as references to the
Administrative Agent designated in this Supplement; provided,
however, that for purposes of Sections 10.01(a) and 10.01(b) of
the Pooling Agreement and Sections 6.01
and 6.03 of the Servicing  Agreement, the Administrative Agent shall seek the consent
of the Funding Agents representing Series 2000-1 Investors
Certificateholders of more than 60% of the Series 2000-1 Invested Amount.


 


94
















 


IN WITNESS WHEREOF, the Company, the Master Servicer, the
Trustee, the Administrative Agent, the Funding Agents, the Series 2000-1
Conduit Purchasers and the Series 2000-1 APA Banks have caused this
Supplement to be duly executed by their respective officers as of the day and
year first above written.


 


HUNTSMAN RECEIVABLES FINANCE LLC,

as Company


 


	
  By:

  	
  /s/
  SEAN
  DOUGLAS

  	
   

  
	
   

  	
  Name:
  Sean Douglas

  	
   

  
	
   

  	
  Title:
  Vice President and Treasurer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  HUNTSMAN (EUROPE) BVBA,

  
	
  as Master Servicer

  
	
   

  	
   

  
	
  By:

  	
  /s/
  SEAN
  DOUGLAS

  	
   

  
	
   

  	
  Name:
  Sean Douglas

  	
   

  
	
   

  	
  Title:
  Attorney-in-Fact

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  BNY FINANCIAL SERVICES PLC,

  
	
  not in its individual
  capacity but solely as Trustee

  
	
   

  	
   

  
	
  By:

  	
  /s/
  ANDREW
  MCLEOD

  	
   

  
	
   

  	
  Name:
  Andrew McLeod VP

  	
   

  
	
   

  	
  Title:
  Authorised Signatory

  	
   

  



 


[Second Amended and
Restated Series 2000-1 Supplement Signature Page 1 of 6]


 

















 


	
  JPMORGAN CHASE BANK, N.A.,

  
	
  as Administrative Agent

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  CHARLES
  SIMOND

  	
   

  
	
   

  	
  Name:
  Charles Simond

  	
   

  
	
   

  	
  Title:
  Executive Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  JPMORGAN CHASE BANK, N.A.,

  
	
  as a Funding Agent

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  CHARLES
  SIMOND

  	
   

  
	
   

  	
  Name:
  Charles Simond

  	
   

  
	
   

  	
  Title:
  Executive Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  JPMORGAN
  CHASE BANK, N.A.,

  
	
  as
  a Series 2000-1 APA Bank

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  CHARLES
  SIMOND

  	
   

  
	
   

  	
  Name:
  Charles Simond

  	
   

  
	
   

  	
  Title:
  Executive Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CHARIOT FUNDING LLC,

  
	
  as a Series 2000-1
  Conduit Purchaser and an

  
	
  Existing Series 2000-1
  VFC Certificateholder

  
	
   

  
	
  By:
  JPMorgan Chase Bank, N.A.,

  
	
  as
  its attorney-in-fact

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  CHARLES
  SIMOND

  	
   

  
	
   

  	
  Name:
  Charles Simond

  	
   

  
	
   

  	
  Title:
  Executive Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  J.P. MORGAN SECURITIES LTD,

  
	
  as Book Runner and Mandated
  Lead Arranger

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  CHARLES
  SIMOND

  	
   

  
	
   

  	
  Name:
  Charles Simond

  	
   

  
	
   

  	
  Title:
  Executive Director

  	
   

  



 


[Second Amended and
Restated Series 2000-1 Supplement Signature Page 2 of 6]


 

















 


	
  WACHOVIA CAPITAL MARKETS, LLC,

  
	
  as a Funding Agent

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  EERO
  H. MAKI

  	
   

  
	
   

  	
  Name:
  Eero H. Maki

  	
   

  
	
   

  	
  Title:
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  WACHOVIA CAPITAL MARKETS, LLC,

  
	
  as a Series 2000-1 APA Bank

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  EERO
  H. MAKI

  	
   

  
	
   

  	
  Name:
  Eero H. Maki

  	
   

  
	
   

  	
  Title:
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  VARIABLE
  FUNDING CAPITAL COMPANY, LLC,

  
	
  as
  a Series 2000-1 Conduit Purchaser and an

  
	
  Existing
  Series 2000-1 VFC Certificateholder

  
	
   

  
	
  By: Wachovia Capital
  Markets, LLC,

  
	
  as
  its attorney-in-fact

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  DOUGLAS
  R. WILSON, SR.

  	
   

  
	
   

  	
  Name:
  Douglas R. Wilson, Sr.

  	
   

  
	
   

  	
  Title:
  Director

  	
   

  



 


[Second Amended and
Restated Series 2000-1 Supplement Signature Page 3 of 6]


 

















 


	
  BARCLAYS BANK PLC,

  
	
  as Funding Agent

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  JEFFREY
  GOLDBERG

  	
   

  
	
   

  	
  Name:
  Jeffrey Goldberg

  	
   

  
	
   

  	
  Title:
  Associate Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BARCLAYS BANK PLC,

  
	
  as a Series 2000-1 APA
  Bank

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  JEFFREY
  GOLDBERG

  	
   

  
	
   

  	
  Name:
  Jeffrey Goldberg

  	
   

  
	
   

  	
  Title:
  Associate Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SHEFFIELD RECEIVABLES CORPORATION,

  
	
  as a Series 2000-1 Conduit Purchaser

  
	
  By: Barclays Bank PLC,

  
	
  as its attorney-in-fact

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  JASON
  D. MUNCY

  	
   

  
	
   

  	
  Name:
  Jason D. Muncy

  	
   

  
	
   

  	
  Title:
  Associate Director

  	
   

  



 


[Second Amended and
Restated Series 2000-1 Supplement Signature Page 4 of 6]


 

















 


	
  HSBC BANK PLC,

  
	
  as a Funding Agent

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  NIGEL
  BATLEY

  	
   

  
	
   

  	
  Name:
  Nigel Batley

  	
   

  
	
   

  	
  Title:
  Managing Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  HSBC BANK USA, NATIONAL
  ASSOCIATION,

  
	
  as a Series 2000-1 APA
  Bank

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  DAVID
  A. MANDELL

  	
   

  
	
   

  	
  Name:
  David A. Mandell

  	
   

  
	
   

  	
  Title:
  Managing Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  REGENCY ASSETS LIMITED,

  
	
  as a Series 2000-1
  Conduit Purchaser

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  MICHAEL
  WHELAN

  	
   

  
	
   

  	
  Name:
  Michael Whelan

  	
   

  
	
   

  	
  Title:
  Director

  	
   

  



 


[Second Amended and
Restated Series 2000-1 Supplement Signature Page 5 of 6]


 

















 


Acknowledged and Agreed as of the day and year first
written above solely for purposes of Sections 2.10, 2.14, 7.04, 8.01(c), 8.02(e), 8.02(f), 8.02(j) and
8.02(k):


 


 


	
  HUNTSMAN INTERNATIONAL LLC

  
	
   

  
	
  By:

  	
  /s/
  SEAN
  DOUGLAS

  	
   

  
	
   

  	
  Name:
  Sean Douglas

  	
   

  
	
   

  	
  Title:
  Vice President and Treasurer

  	
   

  



 


[Second Amended and
Restated Series 2000-1 Supplement Signature Page 6 of 6]


 

















 


SCHEDULE I


 


Series 2000-1 Commitments


 


Part A.  Commitments and VFC
Purchaser Groups


 


	
  Funding Agent

  	
   

  	
  Conduit 

  Purchaser

  	
   

  	
  Committed 

  Purchaser

  	
   

  	
  Committed 

  Purchaser 

  Commitment

  	
   

  	
  Euro/Dollar/Sterling 

  VFC Purchaser 

  Groups

  	
   

  
	
  JPMorgan Chase Bank, N.A.

  	
   

  	
  Chariot Funding LLC

  	
   

  	
  JPMorgan Chase Bank, N.A.

  	
   

  	
  $

  	
  153,000,000

  	
   

  	
  Euro VFC Purchaser
  Group/Dollar VFC Purchaser Group/Sterling VFC Purchaser Group

  	
   

  
	
  Wachovia Capital Markets,
  LLC

  	
   

  	
  Variable Funding Capital
  Company, LLC

  	
   

  	
  Wachovia Capital Markets,
  LLC

  	
   

  	
  $

  	
  153,000,000

  	
   

  	
  Dollar VFC Purchaser Group

  	
   

  
	
  Barclays Bank Plc

  	
   

  	
  Sheffield Receivables
  Corporation

  	
   

  	
  Barclays Bank PLC

  	
   

  	
  $

  	
  125,000,000

  	
   

  	
  Euro VFC Purchaser
  Group/Dollar VFC Purchaser Group/Sterling VFC Purchaser Group

  	
   

  
	
  HSBC Bank plc

  	
   

  	
  Regency Assets Limited

  	
   

  	
  HSBC Bank USA, National
  Association

  	
   

  	
  $

  	
  153,000,000

  	
   

  	
  Euro VFC Purchaser
  Group/Dollar VFC Purchaser Group/Sterling VFC Purchaser Group

  	
   

  



 


6
















 


SCHEDULE III


 


Series 2000-1 Definitions


 


“Account
Currency Priority” shall mean, with respect to any designated type
of Series 2000-1 Account, that funds shall be applied, distributed or paid from
such designated Series 2000-1 Account, subject always to Sections
4A.01(c) and (d) of the Series
2000-1 Supplement, (a) so long as the Hedging Requirement is satisfied after
giving effect to such application, distribution or payment is made, as between
the relevant currencies in accordance with the instructions of the Master
Servicer, and (b) if the Hedging Requirement is not satisfied:


 


(1) funds to be applied,
distributed or paid in respect of an obligation denominated in U.S. Dollars,
shall be transferred from the relevant Series 2000-1 Account in the following
sequence:


 


(i)            first, from such designated Series 2000-1
Account as is denominated in U.S. Dollars;


 


(ii)           second, to the extent the funds
applied, distributed or paid pursuant to clause (i) above
are not sufficient fully to pay or satisfy the relevant obligation or purpose,
from such designated Series 2000-1 Account as is denominated in Pound Sterling;
and


 


(iii)          third, to the extent the funds
applied, distributed or paid pursuant to clauses (i) and
(ii) above are not sufficient fully to
pay or satisfy the relevant obligation or purpose, from such designated Series 2000-1
Account as is denominated in Euro; and


 


(2)
funds to be applied, distributed or paid in respect of an obligation
denominated in Euro, shall be transferred from the relevant Series 2000-1 Account
in the following sequence:


 


(i)            first, from such
designated Series 2000-1 Account as is denominated in Euro;


 


(ii)           second, to the extent the funds
applied, distributed or paid pursuant to clause (i) above
are not sufficient fully to pay or satisfy the relevant obligation or purpose,
from such designated Series 2000-1 Account as is denominated in Pound Sterling;
and


 


(iii)          third, to the extent the funds
applied, distributed or paid pursuant to clauses (i) and
(ii) above are not sufficient fully to
pay or satisfy the relevant obligation or purpose, from such designated Series 2000-1
Account as is denominated in U.S. Dollars;


 


(3)
funds to be applied, distributed or paid in respect of an obligation
denominated in Pounds Sterling, shall be transferred from the relevant Series 2000-1
Account in the following sequence:


 


(i)            first, from such designated Series 2000-1
Account as is denominated in Pounds Sterling;


 


7

















 


(ii)           second, to the extent the funds
applied, distributed or paid pursuant to clause (i) above
are not sufficient fully to pay or satisfy the relevant obligation or purpose,
from such designated Series 2000-1 Account as is denominated in Pound Sterling;
and


 


(iii)          third, to the extent the funds applied,
distributed or paid pursuant to clauses (i) and
(ii) above are not sufficient fully to
pay or satisfy the relevant obligation or purpose, from such designated Series 2000-1
Account as is denominated in U.S. Dollars;


 


provided, however, that the Administrative Agent, at the direction of
the Funding Agents representing 66-2/3% or more of the Series 2000-1
Invested Amount, may elect not to implement the above Account Currency Priority
and instead direct payments in any priority and currency as it deems appropriate
in order to maximize payments in respect of the Series 2000-1 Euro Invested
Amount, the Series 2000-1 Sterling Invested Amount and the Series 2000-1 U.S.
Dollar Invested Amount; provided that
such application by the Administrative Agent, at the direction of the Funding
Agents, shall be made on an equitable basis taking into account the outstanding
Series 2000-1 Invested Amount in respect of each VFC Purchaser Group.


 


“Administrative
Agent” shall mean JPMorgan Chase Bank, N.A. or any other administrative
agent appointed on behalf of the Funding Agents, the Series 2000-1 Conduit
Purchasers and the Series 2000-1 APA Banks, and its successors and assigns in
such capacity.


 


“Allocated CP
Rate” means, for any Series 2000-1 CP Rate Period with respect to a Series
2000-1 Conduit Purchaser, to the extent such Series 2000-1 Conduit Purchaser
funds all or a portion of its interest in the Series 2000-1 VFC Certificates by
the issuance by it or on its behalf of Commercial Paper notes, the per annum
rate equivalent to, as determined by the related Funding Agent, (i) the
aggregate discount applicable to or interest which shall accrue on all
Commercial Paper notes issued by such Series 2000-1 Conduit Purchaser to enable
such Series 2000-1 Conduit Purchaser to fund and maintain the funding of the
purchase of Series 2000-1 VFC Certificates under the Series 2000-1 Supplement
and having a term equivalent to the tenor of such the applicable Series 2000-1
CP Tranche, as sold by any placement agent or commercial paper dealer selected
by such Series 2000-1 Conduit Purchaser, plus (ii) any
and all applicable issuing and paying agent fees and commissions of placement
agents and commercial paper dealers in respect of such Commercial Paper notes
for such term, plus (iii) incremental carrying
costs incurred with respect to Commercial Paper notes maturing on dates other
than those on which corresponding funds are received by such Series 2000-1
Conduit Purchaser (including any Broken Funding Costs) plus
(iv) costs associated with funding and maintaining currency hedge agreements
(and which may also be allocated in part to the funding of other assets of Series
2000-1 Conduit Purchaser); provided, however,
that if any component of any such rate is a discount rate, in calculating the “Allocated
CP Rate” for such Series 2000-1 CP Rate Period, the related Funding Agent shall
for such component use the rate resulting from converting such discount rate to
an interest bearing equivalent rate per annum.


 


“APA Bank
Aggregate Invested Amount” shall have the meaning assigned to it in
the applicable Series 2000-1 Asset Purchase Agreement.


 


“APA Pro Rata
Share” shall have the meaning assigned to the term “Pro rata Share”
or “Percentage” in the applicable Series 2000-1 Asset Purchase Agreement.


 


8

















 


“Applicable
Currency” shall mean, with respect to any Series 2000-1 Eurocurrency
Tranche which relates to Series  2000-1
VFC Certificates:


 


(a)           denominated in U.S. Dollars, U.S. Dollars;


 


(b)           denominated in Euros, Euros; and


 


(c)           denominated in Pounds Sterling, Pounds Sterling.


 


“Applicable
Liquidity Percentage” means: (a) with respect to any and all Series 2000-1
Purchasers in the Barclays VFC Purchaser Group, 1.00; and (b) with respect to
any and all Series 2000-1 Purchasers in any other VFC Purchaser Group, 1.02.


 


“Barclays VFC
Purchaser Group” shall mean the VFC Purchaser Group consisting of
Barclays Bank PLC, as a Funding Agent, Sheffield Receivables Corporation, as a Series
2000-1 Conduit Purchaser (or any Eligible Assignee which enters into a Series 2000-1
Commitment Transfer Supplement with Sheffield) and Barclays Bank PLC, as a Series
2000-1 APA Bank.


 


“Broken
Funding Costs” means, with respect to any Series 2000-1 CP Tranche
which: (i) has been paid on a date other than the date on which it was
scheduled to mature or (ii) is not prepaid or redeemed (in whole or in part) on
the date specified or required in connection with any prepayment or redemption
in accordance with the Series 2000-1 Supplement, an amount equal to the excess
(if any) of (A) the CP Costs that would have accrued during the remainder of
the Series 2000-1 CP Rate Period or the tranche periods for Commercial Paper
notes determined by the related Funding Agent to relate to such Series 2000-1 CP
Tranche subsequent to the date of such prepayment or redemption (or in respect
of clause (ii) above, the date such
prepayment or redemption was specified or required to occur) of such Series 2000-1
CP Tranche if such prepayment or redemption had not occurred or such prepayment
or redemption had not been specified or required, over (B)
the sum of (x) to the extent all or a portion of the funds attributable to such
Series 2000-1 CP Tranche are allocated to another Purchaser Interest, the
amount of CP Costs actually accrued during the remainder of such period on such
new Purchaser Interest, and (y) to the extent the funds attributable to such Series
2000-1 CP Tranche are not allocated to another Purchaser Interest, the income
(if any) actually received during the remainder of such period by the holder of
such Purchaser Interest from investing the portion of the funds attributable to
such Series 2000-1 CP Tranche not so allocated.


 


“Chariot”
means Chariot Funding LLC, a Delaware limited liability company.


 


“Commercial
Paper” shall mean, as the context requires, the short term
promissory notes issued by or on behalf of any Series 2000-1 Conduit Purchaser
in the United States or European commercial paper markets.


 


“Commitment
Confirmation Date” shall mean each Series 2000-1 Increase Date, each
Series 2000-1 Decrease Date, and any other Business Day upon which the Master
Servicer provides instructions for the initiation of a new Series 2000-1 CP
Tranche, Series 2000-1 Eurocurrency Tranche or Series 2000-1 Floating Rate
Tranche (including instructions relating to any roll-over of an existing
tranche); provided that if fourteen (14) calendar
days have elapsed since any of the foregoing events has occurred, then a
Commitment Confirmation Date shall be deemed to have occurred on such
fourteenth (14th) day.


 


9

















 


“Conduit
Assignee” shall mean any special purpose vehicle issuing
indebtedness in the commercial paper market that is administered by JPMorgan
Chase Bank, N.A., Wachovia Capital Markets, LLC, Barclays Bank PLC or HSBC Bank
plc or any other special purpose vehicle issuing indebtedness, in each case
that meets the conditions set forth in Section 11.10
of the Series 2000-1 Supplement.


 


“Conduit
Purchaser Insolvency Event” shall mean, with respect to any Series 2000-1
Conduit Purchaser, an event designated as a “Conduit
Purchaser Insolvency Event” in the applicable Series 2000-1 Asset
Purchase Agreement.


 


“Conduit
Purchaser Interest” shall mean, with respect to any Series 2000-1
Conduit Purchaser on any date of determination, the Series 2000-1 U.S. Dollar
Invested Amount, the Series 2000-1 Euro Invested Amount and/or the Series 2000-1
Sterling Invested Amount of such Series 2000-1 Conduit Purchaser less any amount therein transferred to its related Series 2000-1
APA Banks pursuant to Section 2.01
(or corresponding section) of applicable Series 2000-1 Asset Purchase
Agreement.


 


“Conduit
Purchaser Invested Amount” shall mean, with respect to any Series 2000-1
Conduit Purchaser, the amount designated as the “Conduit
Purchaser Invested Amount” in the applicable Series 2000-1 Asset
Purchase Agreement.


 


“Conduit
Purchaser Termination Event” shall mean, with respect to any Series 2000-1
Conduit Purchaser, an event designated as a “Conduit
Purchaser Termination Event” in the applicable Series 2000-1 Asset
Purchase Agreement.


 


“CP Costs”
means, for each Series 2000-1 CP Tranche, the sum of all amounts payable with
respect to such Series 2000-1 CP Tranche determined by reference to the relevant
Series 2000-1 CP Rate.


 


“CP Tranche Maturity Date”
shall have the meaning assigned to such term in Section 2.14
of the Series 2000-1 Supplement.


 


“Dollar Only
VFC Purchaser Group” shall mean any Dollar VFC Purchaser Group which
is not also a Euro VFC Purchaser Group and a Sterling VFC Purchaser Group.


 


“Dollar VFC
Purchaser Group” shall mean any VFC Purchaser Group which is
designated in the Series 2000-1 Supplement or a Series 2000-1 Commitment
Transfer Supplement as a “Dollar VFC Purchaser Group”.


 


“Eligible
Assignee” shall mean the Series 2000-1 APA Banks, and with respect
to any Series 2000-1 Purchaser, any Person that (A) is a Conduit Assignee or an
existing Series 2000-1 APA Bank; or (B) (i) is a financial institution formed
under the laws of any OECD Country; provided that
such Person, if not a financial institution organized under the laws of the
United States, is acting through a branch or agency located in the United
States and (ii) has a short term debt rating of at least “A-1” from S&P, and
“P-1” from Moody’s.


 


“Estimated Payoff Amount”
shall have the meaning assigned to such term in Section 2.14
of the Series 2000-1 Supplement.


 


“Eurocurrency
Rate” shall mean, with respect to any Series 2000-1 Eurocurrency
Period, a rate per annum equal to:


 


10

















 


(a)                                  if the Applicable Currency is U.S. Dollars, the sum (rounded
upwards, if necessary, to the next higher 1/16 of 1%) of (A) the rate obtained
by dividing (i) the applicable LIBOR Rate by (ii) a percentage equal to 100% minus the reserve percentage used for determining the
maximum reserve requirement as specified in Regulation D of the Board of
Governors of the Federal Reserve System (including any marginal, emergency,
supplemental, special or other reserves) that is applicable to a Series 2000-1
APA Bank or a Funding Agent during such Series 2000-1 Eurocurrency Period in
respect of Eurocurrency or Eurodollar funding, lending or liabilities (or, if
more than one percentage shall be so applicable, the daily average of such
percentage for those days in such Series 2000-1 Eurocurrency Period during
which any such percentage shall be applicable) plus
(B) the then daily net annual assessment rate (rounded upwards, if necessary,
to the nearest 1/16 of 1%) as estimated by the Funding Agent for determining
the current annual assessment payable by such Series 2000-1 APA Bank or Funding
Agent to the Federal Deposit Insurance Corporation in respect of Eurocurrency
or Eurodollar funding, lending or liabilities;


 


(b)                                 if the Applicable Currency is Euros, the sum (rounded upwards, if
necessary, to the next higher 1/16 of 1%) of the rate obtained by adding (A) the
applicable LIBOR Rate plus (B) the
applicable Mandatory Costs during such Series 2000-1 Eurocurrency Period; or


 


(c)                                  if the Applicable Currency is Pounds Sterling, the sum (rounded
upwards, if necessary, to the next higher 1/16 of 1%) of the rate obtained by
adding (A) the applicable LIBOR Rate plus (B) the
applicable Mandatory Costs during such Series 2000-1 Eurocurrency Period.


 


“Euro VFC Purchaser Group” shall mean any
VFC Purchaser Group which is designated in the Series 2000-1 Supplement or a Series
2000-1 Commitment Transfer Supplement as a “Euro VFC Purchaser Group”.


 


“Existing Series
2000-1 Supplement” shall have the meaning assigned to such term in
the recitals to this Supplement.


 


“Existing Series
2000-1 VFC Certificate” shall mean the Series 2000-1 VFC Certificate
executed and authenticated by the Trustee in accordance with the Existing Series
2000-1 Supplement.


 


“Existing Series
2000-1 VFC Certificateholders” shall mean Chariot and VFCC.


 


“Extension Notice”
shall have the meaning assigned to such term in Section 2.14
of the Series 2000-1 Supplement.


 


“Fee Letter”
shall mean the Fee Letter, dated as of the Series 2000-1 Issuance Date, among
the Company, the Administrative Agent, the Funding Agents and the Series 2000-1
Conduit Purchasers.


 


“Funding
Agent” shall mean, (a) with respect to the JPMorgan VFC Purchaser
Group, JPMorgan Chase Bank, N.A., (b) with respect to the Wachovia VFC
Purchaser Group, Wachovia Capital Markets, LLC, (c) with respect to the
Barclays VFC Purchaser Group, Barclays Bank PLC and (d) with respect to the
HSBC VFC Purchaser Group, HSBC Bank plc. 
For the avoidance of doubt, with respect to the Series 2000-1, Funding
Agents shall 


 


11

















 


mean only JPMorgan Chase Bank,
N.A., Wachovia Capital Markets, LLC, Barclays Bank PLC and HSBC Bank plc.


 


“Hedging Requirement” shall mean, with
respect to any Distribution Date, after giving effect to relevant
distributions, Receivables and Collections which, taken together with any Series
2000-1 FX Hedging Agreements then in effect, denominated in one currency are
sufficient to support the Aggregate Target Receivables Amount in the same
currency on such Distribution Date.


 


“Hexion
Acquisition” shall have the meaning assigned to such term in Section 2.14 of the Series 2000-1 Supplement.


 


“Hexion Prepayment Amount”
shall have the meaning assigned to such term in Section 2.14
of the Series 2000-1 Supplement.


 


“HSBC VFC
Purchaser Group” shall mean the VFC Purchaser Group consisting of
HSBC Bank plc, as a Funding Agent, Regency, as a Series 2000-1 Conduit
Purchaser (or any Eligible Assignee which enters into a Series 2000-1
Commitment Transfer Supplement with Regency) and HSBC Bank USA, National
Association, as a Series 2000-1 APA Bank.


 


“Huntsman International” shall mean
Huntsman International LLC, a Delaware limited liability company.


 


“Indemnified Person”
shall have the meaning assigned to such term in Section 2.14
of the Series 2000-1 Supplement.


 


“Initiation
Notice” shall have the meaning assigned to such term in Section 2.14 of the Series 2000-1 Supplement.


 


“Initiation Period”
shall have the meaning assigned to such term in Section 2.14
of the Series 2000-1 Supplement.


 


“Intercreditor Agreement”
shall mean the Intercreditor Agreement, dated as of on or about the date
hereof, by, among others, the Trustee, the Administrative Agent and Deutsche
Bank AG, New York Branch in its capacities thereunder as “Bank Administrative
Agent”, “Collateral Agent, “ and “Mortgagee”.


 


“JPMorgan VFC
Purchaser Group” shall mean the VFC Purchaser Group consisting of
JPMorgan Chase Bank, N.A. as a Funding Agent, Chariot, as a Series 2000-1
Conduit Purchaser (or any Eligible Assignee which enters into a Series 2000-1
Commitment Transfer Supplement with Chariot) and JPMorgan Chase Bank, N.A. as a
Series 2000-1 APA Bank.


 


“LIBOR Rate”
shall mean, with respect to any Series 2000-1 Eurocurrency Period, the rate at
which deposits in the Applicable Currency are offered to the Funding Agent for
the relevant VFC Purchaser Group in the London interbank market at
approximately 11:00 a.m. London time two (2) Business Days before the first day
of such Series 2000-1 Eurocurrency Period in an amount approximately equal to
the Series 2000-1 Eurocurrency Tranche to which the Eurocurrency Rate is to
apply and for a period of time approximately equal to the applicable Series 2000-1
Eurocurrency Period.


 


“Mandatory
Costs” shall mean, if and so long as any Series 2000-1 Purchaser is
required to comply with, reserve assets, liquidity, special deposit, cash
margin or other requirements 


 


12

















 


under the applicable rules or
regulations of any monetary or other governmental authority (including the Bank
of England, the Financial Services Authority of England, the European Central
Bank or the European System of Central Banks) in respect of any Series 2000-1
Eurocurrency Tranche, the amount expressed as a percentage (rounded upwards, if
necessary, to the next higher 1/16 of 1%) of the cost to such Series 2000-1
Purchaser of complying with such requirements in relation to such Series 2000-1
Eurocurrency Tranche.


 


“New 2008
Originator” shall mean any Originator added as an Approved
Originator pursuant to Section 2.09 of
the Pooling Agreement after the Series 2000-1 Issuance Date.


 


“Permitted Designated Line
of Business Disposition” shall have the meaning assigned to such term in
Annex X to the Pooling Agreement.


 


“Pooled
Commercial Paper” shall mean, with respect to a Series 2000-1
Conduit Purchaser funding its interest in a Series 2000-1 CP Tranche through
the issuance of Commercial Paper notes, Commercial Paper notes issued by (or on
behalf of) such Series 2000-1 Conduit subject to any particular pooling
arrangement by or applicable to such Series 2000-1 Conduit Purchaser, but
excluding Commercial Paper notes issued by (or on behalf of) such Series 2000-1
Conduit Purchaser for a tenor and in an amount specifically requested by any
Person in connection with any agreement effected by (or on behalf of) such Series
2000-1 Conduit Purchaser.


 


“Pooled CP
Rate” shall mean, for each day during any Series 2000-1 CP Rate
Period with respect to a Series 2000-1 Conduit Purchaser, to the extent such Series
2000-1 Conduit Purchaser funds all or a portion of its interest in the Notes by
the issuance by it or on its behalf of Commercial Paper notes, the per annum
rate equivalent to the sum as determined by the related Funding Agent (without
duplication) of:  (i) discount or yield
accrued on Pooled Commercial Paper on such day; plus
(ii) any and all applicable issuing and paying agent fees and commissions of
placement agents and commercial paper dealers, and issuing and paying agent
fees incurred, in respect of such Pooled Commercial Paper for such day; plus (iii) other costs associated with funding small or
odd-lot amounts with respect to all receivable purchase facilities which are
funded by Pooled Commercial Paper for such day; minus
(iv) any accrual of income net of expenses received on such day from investment
of collections received under all receivable purchase facilities funded
substantially with Pooled Commercial Paper; minus
(v) any payment received on such day net of expenses in respect of Broken
Funding Costs related to the prepayment of any interest of any purchase
facilities or funding facilities funded by Series 2000-1 Conduit Purchaser
substantially with Pooled Commercial Paper; plus
(vi) costs associated with funding and maintaining currency hedge agreements
related to the issuance of Pooled Commercial Paper; provided,
however, that if any component of any
such rate is a discount rate, in calculating the “Pooled CP Rate” for such Series
2000-1 CP Rate Period, the related Funding Agent shall for such component use
the rate resulting from converting such discount rate to an interest bearing
equivalent rate per annum.


 


“Potential Series
2000-1 Early Amortization Event” shall mean an event which, with the
giving of notice and/or the lapse of time, would constitute a Series 2000-1
Early Amortization Event.


 


“Potential Series
2000-1 Optional Termination Date” shall have the meaning assigned to
such term in Section 2.14 of the Series 2000-1
Supplement.


 


13

















 


“Purchased
Percentage” shall have the meaning assigned to such term in a Series
2000-1 Commitment Transfer Supplement substantially in the form attached as Exhibit B to the Series 2000-1 Supplement.


 


“Purchase
Documents” shall mean the Originator Daily Reports, offers or
letters of offer, acceptances or notifications, quittances subrogatives or
other instruments of transfer, evidence of entries in a current account, and
any other similar documents or entries, in each case which are required by the
terms of the respective Receivables Purchase Agreements to be delivered or to
occur to give effect to the sale or other transfer of Receivables (or interests
therein).


 


“Purchaser
Interest” means, at any time with respect to Series 2000-1 Conduit
Purchaser, the investment or other ownership interest acquired by such Series 2000-1
Conduit Purchaser and associated with the reinvestment of a designated amount
of the principal of any Series 2000-1 VFC Certificate.


 


“Regency”
shall mean Regency Assets Limited, a limited company incorporated under the
laws of Ireland.


 


“Release Agreement”
shall have the meaning assigned to such term in Section 2.14
of the Series 2000-1 Supplement.


 


“Renotification Date”
shall have the meaning assigned to such term in Section 2.14
of the Series 2000-1 Supplement.


 


“Sale Notice”
shall have the meaning assigned to such term in the applicable Series 2000-1
Asset Purchase Agreement.


 


“Series 2000-1”
shall mean the Series of Investor Certificates and the Subordinated Company
Interests, the Principal Terms of which are set forth in the Series 2000-1
Supplement.


 


“Series 2000-1
Accounts” shall have the meaning assigned in Section 3A.02(a)
of the Series 2000-1 Supplement.


 


“Series 2000-1
Accrued Expense Adjustment” shall mean, for any Business Day in any
Accrual Period, the amount (if any) which may be less than zero, equal to the
difference between:


 


(a)                                  the entire amount
of (i) the sum of all accrued and unpaid Series 2000-1 Daily U.S. Dollar
Interest Expense, Series 2000-1 Daily Euro Interest Expense and Series 2000-1
Daily Sterling Interest Expense from the beginning of such Accrual Period to
and including such Business Day, (ii) the Series 2000-1 Monthly Servicing Fee, (iii)
the aggregate amount of all previously accrued and unpaid Series 2000-1 U.S.
Dollar Monthly Interest, Series 2000-1 Euro Monthly Interest and Series 2000-1
Sterling Monthly Interest for prior Distribution Dates, (iv) the aggregate
amount of all accrued and unpaid Series 2000-1 U.S. Dollar Additional Interest,
Series 2000-1 Euro Additional Interest and Series 2000-1 Sterling Additional
Interest and (v) all accrued Series 2000-1 Program Costs, in each case for such
Accrual Period determined as of such day; and


 


(b)                                 the aggregate of
the amounts transferred to the Series 2000-1 Non-Principal Concentration
Subaccount on or before such day in respect of such Accrual Period 


 


14

















 


pursuant
to Section 3A.03(a)(i) and (ii) of the Series 2000-1 Supplement, before giving effect
to any transfer made in respect of the Series 2000-1 Accrued Expense Adjustment
on such day pursuant to the proviso to such Section.


 


“Series 2000-1
Accrued Expense Amount” shall mean, for each Business Day during an
Accrual Period, the sum of:


 


(a)                                  in the case of each of the first ten (10) Business Days in the Accrual
Period, one tenth of the Series 2000-1 Monthly Servicing Fee, (in the case of
the foregoing clause (a), up to the amount
thereof due and payable on the succeeding Distribution Date);


 


(b)                                 in the case of each Business Day of each Accrual Period, an amount equal
to the amount of accrued and unpaid Series 2000-1 Daily U.S. Dollar Interest
Expense, Series 2000-1 Daily Euro Interest Expense and Series 2000-1 Daily
Sterling Interest Expense in respect of such day;


 


(c)                                  the aggregate amount of all previously accrued and unpaid Series 2000-1
U.S. Dollar Monthly Interest, Series 2000-1 Euro Monthly Interest and Series 2000-1
Sterling Monthly Interest for prior Distribution Dates;


 


(d)                                 the aggregate amount of all accrued and unpaid Series 2000-1 U.S. Dollar
Additional Interest, Series 2000-1 Euro Additional Interest and Series 2000-1
Sterling Additional Interest; and


 


(e)                                  all Series 2000-1 Program Costs that have accrued since
the preceding Business Day.


 


“Series 2000-1
Accrued Interest Subaccounts” shall have the meaning assigned in Section 3A.02(a)(iv) of the Series 2000-1 Supplement.


 


“Series 2000-1
Acquiring Purchaser” shall have the meaning assigned to such term in
Section 11.10(b) of the Series 2000-1
Supplement.


 


“Series 2000-1
Acquisition Date” shall have the meaning assigned to such term in Section 7.01 of the Series 2000-1 Supplement.


 


“Series 2000-1
Adjusted Aggregate Commitment Amount” shall mean, with respect to
any Business Day, the aggregate amount of the Series 2000-1 Adjusted
Commitments of all Series 2000-1 APA Banks on such date, as reduced from time
to time or terminated in their entirety pursuant to Section 2.08
of the Series 2000-1 Supplement.


 


“Series 2000-1
Adjusted Commitment” shall mean, as to any Series 2000-1 APA Bank
and as of any date, its Series 2000-1 Commitment as of such date divided by the Applicable Liquidity Percentage.


 


“Series 2000-1
Adjusted Commitment Percentage” shall mean, as to any Series 2000-1
APA Bank and as of any date, the percentage equivalent of a fraction, the
numerator of which is such Series 2000-1 APA Bank’s Series 2000-1 Adjusted
Commitment as of such date and the denominator of which is the Series 2000-1
Adjusted Aggregate Commitment Amount as of such date.


 


 “Series 2000-1
Adjusted Invested Amount” shall mean, as of any date of
determination, (i) the Series 2000-1 Invested Amount on such date, minus (ii) the amount on deposit in the


 


15

















 


Series 2000-1 Principal
Concentration Subaccount on such date (up to a maximum of the Series 2000-1
Invested Amount).


 


“Series 2000-1
Aggregate Commitment Amount” shall mean, with respect to any
Business Day, the aggregate amount of the Series 2000-1 Commitments of all Series
2000-1 APA Banks on such date, as reduced from time to time or terminated in
their entirety pursuant to Section 2.08 of
the Series 2000-1 Supplement.


 


“Series 2000-1 Aggregate Unpaids” shall mean, at any time, an
amount equal to the sum of:


 


(a)                                  the Series 2000-1
Invested Amount;


 


(b)                                 the aggregate
amount of all previously accrued and unpaid Series 2000-1 Monthly Interest for
prior Distribution Dates;


 


(c)                                  the aggregate
amount of all accrued and unpaid Series 2000-1 U.S. Dollar Additional Interest,
Series 2000-1 Euro Additional Interest and Series 2000-1 Sterling Additional
Interest;


 


(d)                                 any Series 2000-1
Commitment Fee payable to the Funding Agent for the benefit of the Series 2000-1
Purchasers; and


 


(e)                                  all other amounts
owed (whether due or accrued) under the Transaction Documents by the Company or
the Master Servicer to the Series 2000-1 Conduit Purchases, the Series 2000-1
APA Banks or the Funding Agents at such time.


 


“Series 2000-1
Allocable Charged Off Amount” shall mean, with respect to any
Special Allocation Settlement Report Date, the “Allocable Charged Off Amount”
(if any) that has been allocated to Series 2000-1.


 


“Series 2000-1
Allocable Recoveries Amount” shall mean, with respect to any Special
Allocation Settlement Report Date, the “Allocable Recoveries Amount” (if any)
that has been allocated to Series 2000-1.


 


“Series 2000-1
Allocated Receivables Amount” shall mean, on any date of
determination, the lower of (i) the Series 2000-1 Target Receivables Amount on
such day and (ii) the product of (x) the Aggregate Receivables Amount on such
day multiplied by (y) the percentage
equivalent of a fraction the numerator of which is the Series 2000-1 Target
Receivables Amount on such day and the denominator of which is the Aggregate
Target Receivables Amount on such day.


 


“Series 2000-1
Amortization Period” shall mean the period commencing on the
Business Day following the Series 2000-1 Revolving Period and ending on the
date when the Series 2000-1 Invested Amount shall have been reduced to zero and
all accrued interest and other amounts owing on the Series 2000-1 VFC
Certificates and to the Funding Agents and the Series 2000-1 Purchasers under
the Transaction Documents shall have been paid.


 


“Series 2000-1
APA Bank” shall mean any APA Bank party to the Series 2000-1
Supplement and a Series 2000-1 Asset Purchase Agreement, including such APA
Bank’s permitted successors or assigns.


 


16

















 


“Series 2000-1
Applicable Margin” shall mean, with respect to any Series 2000-1
Eurocurrency Tranche or Series 2000-1 Floating Tranche, 2.50% per annum.


 


“Series 2000-1
Article VII Costs” shall mean any amounts due pursuant to Article VII of the Series 2000-1 Supplement.


 


“Series 2000-1
Asset Purchase Agreement” shall mean each asset or liquidity
purchase agreement or similar agreement entered into by and among a Series 2000-1
Conduit Purchaser, its related Funding Agent and the Series 2000-1 APA Banks in
its VFC Purchaser Group from time to time party thereto and relating to the
Trust, as the same from time to time may be amended, supplemented or otherwise
modified and in effect.


 


“Series 2000-1
Available Pricing Amount” shall mean, on any Business Day, the sum
of (i) the Series 2000-1 Unallocated Balance plus
(ii) the Series 2000-1 Increase (if any) on such date.


 


“Series 2000-1
Benefited Purchaser” shall have the meaning assigned in Section 11.12(a) of the Series 2000-1 Supplement.


 


“Series 2000-1
Carrying Cost Reserve Ratio” shall mean, as of any Settlement Report
Date and continuing until (but not including) the next Settlement Report Date,
an amount (expressed as a percentage) equal to (a) the product of (i) 2.0 times Days Sales Outstanding as of such day and (ii) 1.30 times the greater of (1) the ABR in effect as of such day plus the Series 2000-1 Applicable Margin and (2) the
Eurocurrency Rate plus the Series
2000-1 Applicable Margin, each as in effect as of such day divided by
(b) 365.


 


“Series 2000-1
Collections” shall mean, with respect to any Business Day, an amount
equal to the product of (i) the Series 2000-1 Invested Percentage on such
Business Day and (ii) Aggregate Daily Collections.


 


“Series 2000-1
Commitment” shall mean, as to any Series 2000-1 APA Bank, its
obligation, denominated in U.S. Dollars, to purchase a Series 2000-1 VFC
Certificate on the Series 2000-1 Issuance Date, to acquire all or part of a Series
2000-1 VFC Certificate Interest with respect to the Series 2000-1 Conduit
Purchaser in its VFC Purchaser Group and to maintain and, subject to certain
conditions, increase, its Series 2000-1 Purchaser Invested Amount plus any accrued and unpaid discount therefrom, in an
aggregate amount, in each case, not to exceed at any one time outstanding the
amount set forth opposite such Series 2000-1 APA Bank’s name on Schedule I of the Series 2000-1 Supplement or in its Series 2000-1
Commitment Transfer Supplement as such amount may be reduced from time to time
pursuant to Section 2.08 of the Series 2000-1
Supplement; collectively, as to all Series 2000-1 APA Banks, the “Series 2000-1 Commitments”; provided
that a Commitment may be drawn in Pounds Sterling or Euro to the extent such Series
2000-1 APA Bank is a member of a Sterling VFC Purchaser Group or Euro Purchaser
Group..


 


“Series 2000-1
Commitment Percentage” shall mean, as to any Series 2000-1 APA Bank
and as of any date, the percentage equivalent of a fraction, the numerator of
which is such Series 2000-1 APA Bank’s Series 2000-1 Commitment as of such date
and the denominator of which is the Series 2000-1 Aggregate Commitment Amount
as of such date.


 


“Series 2000-1
Commitment Period” shall mean the period commencing on the Series 2000-1
Issuance Date and terminating on the Series 2000-1 Commitment Termination Date.


 


17
















 


“Series 2000-1
Commitment Reduction” shall have the meaning assigned to such term
in Section 2.08(a) of the Series 2000-1
Supplement.


 


“Series 2000-1
Commitment Termination Date” shall mean the earliest to occur of (a)
the date on which all amounts due and owing to the Series 2000-1 Conduit
Purchasers and the Series 2000-1 APA Banks in respect of the Series 2000-1 VFC
Certificates have been indefeasibly paid in full to the Series 2000-1 Conduit
Purchasers and the Series 2000-1 APA Banks (as certified by each of the Funding
Agents with respect to its VFC Purchaser Group), and the Series 2000-1
Aggregate Commitment Amount has been reduced to zero pursuant to Section 2.08 of the Series 2000-1 Supplement and the
provisions of the applicable Series 2000-1 Asset Purchase Agreement and (b) the
Series 2000-1 Scheduled Commitment Termination Date; it being
understood and agreed that the relevant Series 2000-1 Commitment
Amount of a Series 2000-1 APA Bank under the applicable Series 2000-1 Asset
Purchase Agreements shall be reduced to zero on the date upon which the Series 2000-1
Aggregate Commitment is reduced to zero pursuant to Section 2.08
of the Series 2000-1 Supplement or, if later, the date upon which the relevant Series
2000-1 Conduit Purchaser has paid all Commercial Paper funding (or maintaing
the funding) of such Series 2000-1 Conduit Purchaser’s Series 2000-1 Invested
Amount; provided such Series 2000-1 Conduit
Purchaser shall make such payments on the earliest day as is commercially
reasonable.


 


“Series 2000-1
Commitment Transfer Supplement” shall mean a commitment transfer
supplement substantially in the form of Exhibit B
attached to the Series 2000-1 Supplement.


 


“Series 2000-1
Concentration Accounts” shall have the meaning assigned to such term
in Section 3A.02(a)(i) of the Series 2000-1
Supplement.


 


“Series 2000-1
Conduit Purchaser” shall mean each of Chariot, Sheffield, VFCC and
Regency, including their respective successors and assigns, but excluding the Series
2000-1 APA Banks as assignees pursuant to Section 2.06 of
the Series 2000-1 Supplement.


 


“Series 2000-1
CP Rate” means, for any Series 2000-1 CP Rate Period with respect to
a Series 2000-1 Conduit Purchaser, to the extent such Series 2000-1 Conduit
Purchaser funds all or a portion of its interest in a Series 2000-1 CP Tranche
by the issuance by it (or on its behalf) of Commercial Paper notes, the per
annum rate equivalent to, as determined by the related Funding Agent, (a) the
weighted average Pooled CP Rate for such Series 2000-1 CP Rate Period with
respect to such Series 2000-1 Conduit Purchaser or (b) the weighted average
Allocated CP Rate for such Series 2000-1 CP Rate Period with respect to such Series
2000-1 Conduit Purchaser, as applicable, in each case including (without
duplication) costs associated with other borrowings by such Series 2000-1
Conduit Purchaser and any other costs associated with the issuance of
Commercial Paper notes of or related to the issuance of Commercial Paper notes
that are allocated, in whole or in part, by such Series 2000-1 Conduit
Purchaser or the related Funding Agent to fund or maintain such interest (and
which may also be allocated in part to the funding of other assets of such Series
2000-1 Conduit Purchaser).


 


“Series 2000-1
CP Rate Period” shall mean, with respect to any Series 2000-1 CP
Tranche, an Accrual Period.


 


“Series 2000-1
CP Tranche” shall mean a portion of the Series 2000-1 Invested
Amount for which the Series 2000-1 Monthly Interest is calculated by reference
to a particular Series 2000-1 CP Rate and a particular Series 2000-1 CP Rate
Period.


 


18

















 


“Series 2000-1
Currency Commitment Percentage” shall mean, as to any Series 2000-1
APA Bank in a VFC Purchaser Currency Group and as of any date, the percentage
equivalent of a fraction, the numerator of which is such Series 2000-1 APA Bank’s
Series 2000-1 Adjusted Commitment as of such date and the denominator of which
is the aggregate of the Series 2000-1 APA Bank’s Series 2000-1 Adjusted
Commitment Amount of all Series 2000-1 APA Banks in such VFC Purchaser Currency
Group as of such date.


 


“Series 2000-1
Daily Euro Interest Deposit” shall mean, for any Business Day, an
amount equal to (i) the amount of accrued and unpaid Series 2000-1 Daily Euro
Interest Expense in respect of such day plus (ii) the
aggregate amount of all previously accrued and unpaid Series 2000-1 Daily Euro
Interest Expense that has not yet been deposited in a Series 2000-1 Accrued
Interest Subaccount plus (iii) the
aggregate amount of all accrued and unpaid Series 2000-1 Euro Additional
Interest.


 


“Series 2000-1
Daily Euro Interest Expense” for any day in any Accrual Period,
shall mean the sum of:


 


(a)                                  the product of (i)
the portion of the Series 2000-1 Euro Invested Amount (calculated without
regard to clauses (c)(iv) and (v) of
the definition of Series 2000-1 Purchaser Euro Invested Amount) allocable to
the Series 2000-1 Floating Tranche on such day divided by
365 and (ii) the ABR plus the Series
2000-1 Applicable Margin in effect on such day plus
the accrued and unpaid Series 2000-1 Unused Fee in respect of such day;


 


(b)                                 the product of (i)
the portion of the Series 2000-1 Euro Invested Amount (calculated without
regard to clauses (c)(iv) and (v) of
the definition of Series 2000-1 Purchaser Euro Invested Amount) allocable to Series
2000-1 Eurocurrency Tranches on such day divided by 360
and (ii) the Eurocurrency Rate plus the Series
2000-1 Applicable Margin on such day in effect with respect thereto plus the accrued and unpaid Series 2000-1 Unused Fee in
respect of such day; and


 


(c)                                  the product of (i)
the Series 2000-1 Euro Invested Amount (calculated without regard to clauses (c)(iv) and (v) of the
definition of Series 2000-1 Purchaser Euro Invested Amount) allocable to Series
2000-1 CP Tranches on such day divided by 360
and (ii) the Series 2000-1 CP Rate plus the
accrued and unpaid Series 2000-1 Unused Fee in respect of such day plus the accrued and unpaid Series 2000-1 Utilization Fee in
respect of such day;


 


provided, however, that for the purposes of calculating Series 2000-1
Euro Monthly Interest, the “Series 2000-1 Daily Euro Interest Expense” for any
day following the date of determination shall be based on the allocable
portions of the Series 2000-1 Euro Invested Amount, the ABR, Eurocurrency Rate,
the Series 2000-1 CP Rate and the applicable Series 2000-1 Applicable Margin
and the Series 2000-1 Utilization Fee Rate, as of or in effect on such date of
determination; provided, further,
that for any such day during the continuation of a Series 2000-1 Early
Amortization Period, the “Series 2000-1 Daily Euro Interest Expense” for such
day shall be equal to the greater of (i) the sum of the amounts calculated
pursuant to clauses (a), (b) and
(c) above and (ii) the product of (x) the
Series 2000-1 Euro Invested Amount on such day divided by
365 and (y) (A) the ABR in effect on such day plus
3.50% per annum or (B) the Series 2000-1 CP Rate plus
3.50% per annum, as applicable.


 


19

















 


“Series 2000-1
Daily Sterling Interest Deposit” shall mean, for any Business Day,
an amount equal to (i) the amount of accrued and unpaid Series 2000-1 Daily
Sterling Interest Expense in respect of such day plus
(ii) the aggregate amount of all previously accrued and unpaid Series 2000-1
Daily Sterling Interest Expense that has not yet been deposited in a Series 2000-1
Accrued Interest Subaccount plus (iii) the
aggregate amount of all accrued and unpaid Series 2000-1 Sterling Additional
Interest.


 


“Series 2000-1
Daily Sterling Interest Expense” for any day in any Accrual Period,
shall mean the sum of:


 


(a)                                  the product of (i)
the portion of the Series 2000-1 Sterling Invested Amount (calculated without
regard to clauses (c)(iv) and (v) of
the definition of Series 2000-1 Purchaser Sterling Invested Amount) allocable
to the Series 2000-1 Floating Tranche on such day divided by
365 and (ii) the ABR plus the Series
2000-1 Applicable Margin in effect on such day plus
the accrued and unpaid Series 2000-1 Unused Fee in respect of such day;


 


(b)                                 the product of (i)
the portion of the Series 2000-1 Sterling Invested Amount (calculated without
regard to clauses (c)(iv) and (v) of
the definition of Series 2000-1 Purchaser Sterling Invested Amount) allocable
to Series 2000-1 Eurocurrency Tranches on such day divided by
365 and (ii) the Eurocurrency Rate plus the Series
2000-1 Applicable Margin on such day in effect with respect thereto plus the accrued and unpaid Series 2000-1 Unused Fee in
respect of such day; and


 


(c)                                  the product of (i)
the Series 2000-1 Sterling Invested Amount (calculated without regard to clauses (c)(iv) and (v) of the
definition of Series 2000-1 Purchaser Sterling Invested Amount) allocable to Series
2000-1 CP Tranches on such day divided by 365
and (ii) the Series 2000-1 CP Rate plus the
accrued and unpaid Series 2000-1 Unused Fee in respect of such day plus the accrued and unpaid Series 2000-1 Utilization Fee in
respect of such day;


 


provided, however, that for the purposes of calculating Series 2000-1
Sterling Monthly Interest, the “Series 2000-1 Daily Sterling Interest Expense”
for any day following the date of determination shall be based on the allocable
portions of the Series 2000-1 Sterling Invested Amount, the ABR, Eurocurrency
Rate, the Series 2000-1 CP Rate and the applicable Series 2000-1 Applicable
Margin and the Series 2000-1 Utilization Fee Rate, as of or in effect on such
date of determination; provided, further, that for any such day during the continuation of a Series
2000-1 Early Amortization Period, the “Series 2000-1 Daily Sterling Interest
Expense” for such day shall be equal to the greater of (i) the sum of the
amounts calculated pursuant to clauses (a), (b) and (c) above and (ii)
the product of (x) the Series 2000-1 Sterling Invested Amount on such day divided by 365 and (y) (A) the ABR in effect on such day plus 3.50% per annum or (B) the Series 2000-1 CP Rate plus 3.50% per annum.


 


“Series 2000-1
Daily U.S. Dollar Interest Deposit” shall mean, for any Business
Day, an amount equal to (i) the amount of accrued and unpaid Series 2000-1
Daily U.S. Dollar Interest Expense in respect of such day plus
(ii) the aggregate amount of all previously accrued and unpaid Series 2000-1
Daily U.S. Dollar Interest Expense that has not yet been deposited in a Series 2000-1
Accrued Interest Subaccount plus (iii) the
aggregate amount of all accrued and unpaid Series 2000-1 U.S. Dollar Additional
Interest.


 


20

















 


“Series 2000-1
Daily U.S. Dollar Interest Expense” for any day in any Accrual
Period, shall mean the sum of:


 


(a)                                  the product of (i)
the portion of the Series 2000-1 U.S. Dollar Invested Amount (calculated
without regard to clauses (c)(iv) and (v) of the definition of Series 2000-1 Purchaser U.S.
Dollar Invested Amount) allocable to the Series 2000-1 Floating Tranche on such
day divided by 365 and (ii) the ABR plus the Series 2000-1 Applicable Margin in effect on such
day plus the accrued and unpaid Series 2000-1
Unused Fee in respect of such day;


 


(b)                                 the product of (i)
the portion of the Series 2000-1 U.S. Dollar Invested Amount (calculated
without regard to clauses (c)(iv) and (v) of the definition of Series 2000-1 Purchaser U.S.
Dollar Invested Amount) allocable to Series 2000-1 Eurocurrency Tranches on
such day divided by 360 and (ii) the
Eurocurrency Rate plus the Series
2000-1 Applicable Margin on such day in effect with respect thereto plus the accrued and unpaid Series 2000-1 Unused Fee in
respect of such day; and


 


(c)                                  the product of (i)
the Series 2000-1 U.S. Dollar Invested Amount (calculated without regard to clauses (c)(iv) and (v) of the
definition of Series 2000-1 Purchaser U.S. Dollar Invested Amount) allocable to
Series 2000-1 CP Tranches on such day divided by 360
and (ii) the Series 2000-1 CP Rate plus the
accrued and unpaid Series 2000-1 Unused Fee in respect of such day plus the accrued and unpaid Series 2000-1 Utilization Fee in
respect of such day;


 


provided, however, that for the purposes of calculating Series 2000-1
U.S. Dollar Monthly Interest, the “Series 2000-1 Daily U.S. Dollar Interest
Expense” for any day following the date of determination shall be based on the
allocable portions of the Series 2000-1 U.S. Dollar Invested Amount, the ABR,
Eurocurrency Rate, the Series 2000-1 CP Rate and the applicable Series 2000-1
Applicable Margin and the Series 2000-1 Utilization Fee Rate, as of or in
effect on such date of determination; provided, further, that for any such day during the continuation of a Series
2000-1 Early Amortization Period, the “Series 2000-1 Daily U.S. Dollar Interest
Expense” for such day shall be equal to the greater of (i) the sum of the
amounts calculated pursuant to clauses (a), (b) and (c) above and (ii)
the product of (x) the Series 2000-1 U.S. Dollar Invested Amount on such day divided by 365 and (y) (A) the ABR in effect on such day plus 3.50% per annum or (B) the Series 2000-1 CP Rate plus 3.50% per annum.


 


“Series 2000-1
Decrease” shall have the meaning assigned to such term in Section 2.07(a) of the Series 2000-1 Supplement.


 


“Series 2000-1
Defaulting APA Bank” shall have the meaning assigned to such term in
Section 2.06(c) of the Series 2000-1
Supplement or to the term “Defaulting APA Bank” or “Defaulting Investor” in the
applicable Series 2000-1 Asset Purchase Agreement.


 


“Series 2000-1
Dilution Reserve Ratio” shall mean, as of any Settlement Report
Date, and continuing until (but not including) the next Settlement Report Date,
an amount (expressed as a percentage) that is calculated for the Series 2000-1
U.S. Dollar VFC Certificate and the Series 2000-1 Euro VFC Certificate, as the
case may be, as follows:


 


21

















 


DRR = [(c * d) + [(e - d)
* (e / d)]] * f


 


where:


 


DRR = Series 2000-1 Dilution
Reserve Ratio;


 


c =                                with respect to
each of the Series 2000-1 U.S. Dollar VFC Certificate, the Series 2000-1 Euro
VFC Certificate and the Series 2000-1 Sterling VFC Certificate, 2.50;


 


d  =                            the twelve month
rolling average of the Dilution Ratio that occurred during the period of twelve
consecutive Settlement Periods ending immediately prior to such earlier
Settlement Report Date;


 


e  =                             the highest
Dilution Ratio that occurred during the period of twelve consecutive Settlement
Periods ending prior to such earlier Settlement Report Date; and


 


f  =                               the Dilution
Period.


 


“Series 2000-1
Early Amortization Date Balance” shall have the meaning assigned to
the term “Termination Date Balance” in the applicable Series 2000-1 Asset
Purchase Agreement.


 


“Series 2000-1
Early Amortization Event” shall have the meanings assigned to such
term in Section 5.01 of the Series 2000-1
Supplement.


 


“Series 2000-1
Early Amortization Period” shall have the meanings assigned to such
term in Section 5.01 of the Series 2000-1
Supplement.


 


“Series 2000-1
Euro Accrued Interest Subaccount” shall have the meaning assigned to
such term in Section 3A.02(a)(iv) of the Series
2000-1 Supplement.


 


“Series 2000-1
Euro Additional Interest” shall have the meaning assigned to such
term in Section 3A.04(b)(ii) of the Series 2000-1
Supplement.


 


“Series 2000-1
Euro Certificate Rate” shall mean, on any date of determination, the
average (weighted based on the respective outstanding amounts of each Series 2000-1
Floating Tranche, each Series 2000-1 CP Tranche and each Series 2000-1 Eurocurrency
Tranche) of the ABR, the Series 2000-1 CP Rate and Eurocurrency Rate in effect
on such day plus, in the case of the ABR and
the Eurocurrency Rate, the applicable Series 2000-1 Applicable Margin and in
the case of the Series 2000-1 CP Rate, the Series 2000-1 Utilization Fee Rate
in respect of the Series 2000-1 Euro VFC Certificate.


 


“Series 2000-1
Euro Concentration Account” shall have the meaning assigned to such
term in Section 3A.02(a)(i) of the Series 2000-1
Supplement.


 


“Series 2006-1
Euro Interest Shortfall” shall have the meaning assigned to such
term in Section 3.04(b)(ii) of this Supplement.


 


“Series 2000-1
Euro Invested Amount” shall mean, on any date of determination, the
aggregate sum of the Series 2000-1 Purchaser Euro Invested Amount for each Series
2000-1 Purchaser on such date.


 


22

















 


“Series 2000-1
Euro Monthly Interest” shall mean, with respect to any Accrual
Period, the sum of the Series 2000-1 Daily Euro Interest Expense for each day
in such Accrual Period.


 


“Series 2000-1
Euro Monthly Interest Distribution” shall have the meaning assigned
to such term in Section 3A.04(a)(i)(2) of the Series
2000-1 Supplement.


 


“Series 2000-1
Euro Monthly Interest Payment” shall have the meaning assigned to
such term in Section 3A.06(a)(x) of the Series 2000-1
Supplement.


 


“Series 2000-1
Euro Monthly Principal Payment” shall have the meaning assigned to
such term in Section 3A.05(a) of the Series 2000-1
Supplement.


 


“Series 2000-1
Euro Non-Principal Concentration Subaccount” shall mean the account
established by the Trustee pursuant to Section 3A.02(a)(iii) of
the Supplement.


 


“Series 2000-1
Euro Principal Concentration Subaccount” shall have the meaning
assigned to such term in Section 3A.02(a)(ii) of
the Series 2000-1 Supplement.


 


“Series 2000-1
Euro VFC Certificate” shall mean the Series 2000-1 Euro VFC
Certificate executed and authenticated by the Trustee, substantially in the
form of Exhibit A-2 attached to the Series 2000-1
Supplement.


 


“Series 2000-1
Euro VFC Certificateholder” shall mean the registered holder of a Series
2000-1 Euro VFC Certificate.


 


“Series 2000-1
Eurocurrency Period” shall mean, with respect to the applicable VFC
Purchaser Group and any Series 2000-1 Eurocurrency Tranche:


 


(a)           initially, following a Conduit Purchaser Termination
Event with respect to the related Series 2000-1 Conduit Purchaser or any other Series
2000-1 Purchase with respect to the related Series 2000-1 Conduit Purchaser,
the period commencing on such Conduit Purchaser Termination Event with respect
to the related Series 2000-1 Conduit Purchaser or any other Series 2000-1
Purchase with respect to the related Series 2000-1 Conduit Purchaser and ending
one month thereafter; and


 


(b)           thereafter, each period commencing on the last day of
the immediately preceding Series 2000-1 Eurocurrency Period applicable to such Series
2000-1 Eurocurrency Tranche and ending one month thereafter;


 


provided that, all of the
foregoing provisions relating to Series 2000-1 Eurocurrency Periods are subject
to the following:


 


(1)           if any Series 2000-1 Eurocurrency Period would
otherwise end on a day that is not a Business Day, such Series 2000-1
Eurocurrency Period shall be extended to the next succeeding Business Day
unless the result of such extension would be to carry such Series 2000-1
Eurocurrency Period into another calendar month in which event such Series 2000-1
Eurocurrency Period shall end on the immediately preceding Business Day;


 


(2)           any Series 2000-1 Eurocurrency Period that would otherwise
extend beyond the Series 2000-1 Revolving Period shall end on the last day of
the Series 2000-1 Revolving Period; and


 


23

















 


(3)           any Series 2000-1 Eurocurrency Period that begins on
the last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the calendar month at the end of such Series 2000-1
Eurocurrency Period) shall end on the last Business Day of a calendar month.


 


“Series 2000-1
Eurocurrency Tranche” shall mean, with respect to an applicable VFC
Purchaser Group, a portion of the Series 2000-1 Invested Amount with respect to
an applicable VFC Purchaser Group and an Applicable Currency, for which the Series
2000-1 Monthly Interest is calculated by reference to the Eurocurrency Rate
determined by reference to a particular Series 2000-1 Eurocurrency Period.


 


“Series 2000-1
Excluded Taxes” shall have the meaning assigned to such term in Section 7.03(a) of the Series 2000-1 Supplement.


 


“Series 2000-1 Finance
Parties” shall have the meaning assigned to such term in Section 2.14 of the Series 2000-1 Supplement.


 


“Series 2000-1
Floating Tranche” shall mean, with respect to an applicable VFC
Purchaser Group, on or after a Conduit Purchaser Termination Event with respect
to the related Series 2000-1 Conduit Purchaser or any other Series 2000-1
Purchase with respect to the related Series 2000-1 Conduit Purchaser, that
portion of the Series 2000-1 Invested Amount with respect to such VFC Purchaser
Group not allocated to a Series 2000-1 Eurocurrency Tranche for which the Series
2000-1 Monthly Interest is calculated by reference to the ABR.


 


“Series 2000-1
FX Forward Transaction” shall mean a transaction pursuant to a Series
2000-1 FX Hedging Agreement between the Trustee and a FX Counterparty whereby
the Trustee agrees to sell at a certain date, a certain amount of any U.S.
Dollars, Pounds Sterling or Euros at the Forward Rate and the FX Counterparty
agrees to deliver U.S. Dollars, Euros or Pounds Sterling on such date, and
whereby the maturity date of each Series 2000-1 FX Forward Transaction will be
determined in accordance with the definition of FX Forward Transaction or Section 8.02(h)(iv) of the Series 2000-1 Supplement; provided further that if, the Series 2000-1 Invested Amount
has not been reduced to zero at the Series 2000-1 Scheduled Maturity Date, the
Trustee will enter into the last set of Series 2000-1 FX Forward Transactions
which will mature on the Business Day immediately preceding the Series 2000-1
Final Maturity Date. For purposes of the FX Hedging Policy maturity dates with
respect to FX Forward Transactions will be determined on the basis of this
definition.


 


“Series 2000-1
FX Hedging Agreement” shall mean a currency hedge agreement
(including any Series 2000-1 FX Forward Transactions thereunder) pursuant to a
1992 International Swaps and Derivatives Association Master Agreement between
the Trustee and a FX Counterparty.


 


“Series 2000-1
Increase” shall have the meaning assigned to such term in Section 2.05(a) of the Series 2000-1 Supplement.


 


“Series 2000-1
Increase Amount” shall have the meaning assigned to such term in Section 2.05(a) of the Series 2000-1 Supplement.


 


“Series 2000-1
Increase Date” shall have the meaning assigned to such term in Section 2.05(a) of the Series 2000-1 Supplement.


 


24

















 


“Series 2000-1
Indemnified Amounts” shall have the meaning assigned to such term in
Section 2.10(a) of the Series 2000-1
Supplement.


 


“Series 2000-1
Indemnified Parties” shall have the meaning assigned to such term in
Section 2.10(a) of the Series 2000-1
Supplement.


 


“Series 2000-1
Initial Euro Invested Amount” shall mean €197,000,000.


 


“Series 2000-1
Initial Invested Amount” shall mean the sum of the Series 2000-1
Initial U.S. Dollar Invested Amount, the Series 2000-1 Initial Euro Invested
Amount and the Series 2000-1 Initial Sterling Invested Amount.


 


“Series 2000-1
Initial Sterling Invested Amount” shall mean £0.


 


“Series 2000-1
Initial U.S. Dollar Invested Amount” shall mean $212,000,000.


 


“Series 2000-1
Initial Subordinated Interest Amount” shall mean the Series 2000-1
Subordinated Interest Amount on the Series 2000-1 Issuance Date.


 


“Series 2000-1
Invested Amount” shall mean, on any date of determination, together
the Series 2000-1 U.S. Dollar Invested Amount, the Series 2000-1 Euro Invested
Amount and the Series 2000-1 Sterling Invested Amount.


 


“Series 2000-1
Invested Percentage” shall mean, with respect to any Business Day:


 


(a)                                  during the Series
2000-1 Revolving Period, the percentage equivalent of a fraction, the numerator
of which is the Series 2000-1 Allocated Receivables Amount as of the end of the
immediately preceding Business Day and the denominator of which is the greater
of (A) the Aggregate Receivables Amount as of the end of the immediately
preceding Business Day and (B) the sum of the numerators used to calculate the
Invested Percentage for all Outstanding Series on the Business Day for which
such percentage is determined; and


 


(b)                                 during the Series
2000-1 Amortization Period, the percentage equivalent of a fraction, the
numerator of which is the Series 2000-1 Allocated Receivables Amount as of the
end of the last Business Day of the Series 2000-1 Revolving Period (provided that if during the Series 2000-1 Amortization
Period, the amortization periods of all other Outstanding Series which were
outstanding prior to the commencement of the Series 2000-1 Amortization Period
commence, then, from and after the date the last of such series commences its
Amortization Period, the numerator shall be the Series 2000-1 Allocated
Receivables Amount as of the end of the Business Day preceding such date) and
the denominator of which is the greater of (A) the Aggregate Receivables Amount
as of the end of the immediately preceding Business Day and (B) the sum of the
numerators used to calculate the Invested Percentage for all Outstanding Series
on the Business Day for which such percentage is determined.


 


“Series 2000-1
Issuance Date” shall mean November 18, 2008.


 


“Series 2000-1
Loss Amount”, with respect to any VFC Purchaser Group, shall have
the meaning assigned to the term “Loss Amount” in
the applicable Series 2000-1 Asset Purchase Agreement.


 


25

















 


“Series 2000-1
Loss Reserve Ratio” shall mean, on any Settlement Report Date, and
continuing until (but not including) the next Settlement Report Date, an amount
(expressed as a percentage) that is calculated for the Series 2000-1 U.S.
Dollar VFC Certificate, the Series 2000-1 Euro VFC Certificate and the Series 2000-1
Sterling VFC Certificate, as the case may be, as follows:


 


LRR = [(a * b)/c] * d * e


 


where:


 


LRR = Series 2000-1 Loss
Reserve Ratio;


 


a  =                             the aggregate
Principal Amount of Receivables contributed by Huntsman International to the
Company (and in which a Participation and a security interest has been granted
by the Company to the Trust) during the three Settlement Periods immediately
preceding such earlier Settlement Report Date;


 


b  =                            the highest three
month rolling average of the Aged Receivables Ratio that occurred during the
period of twelve consecutive Settlement Periods ending prior to such earlier
Settlement Report Date;


 


c  =                             the Aggregate
Receivables Amount as of the last day of the Settlement Period immediately
preceding such earlier Settlement Report Date;


 


d =                               with respect to
each of the Series 2000-1 U.S. Dollar VFC Certificate, the Series 2000-1 Euro
VFC Certificate and the Series 2000-1 Sterling VFC Certificate, 2.50; and


 


e =                                Payment Terms
Factor.


 


“Series 2000-1
Majority Purchasers” shall mean (i) on any day prior to the
occurrence of a Conduit Purchaser Termination Event, the Series 2000-1 Conduit
Purchasers and the Series 2000-1 APA Banks having, in the aggregate, more than
50.0% of the Series 2000-1 Aggregate Commitment Amount and (ii) on or after the
occurrence of a Conduit Purchaser Termination Event, the Series 2000-1 APA
Banks having, in the aggregate, more than 50.0% of the Series 2000-1 Aggregate
Commitment Amount.


 


“Series 2000-1
Maximum Invested Amount” shall mean, on any day, the lesser of (a) the
Series 2000-1 Adjusted Aggregate Commitment Amount as of such day and (b) (x) the
product of the Series 2000-1 Invested Percentage at such time multiplied by the Aggregate Receivables Amount as of such
day minus (y) the Series 2000-1 Required
Subordinated Amount as of such day.


 


“Series 2000-1
Monthly Interest” shall mean, together, the Series 2000-1 U.S.
Dollar Monthly Interest, the Series 2000-1 Euro Monthly Interest and the Series
2000-1 Sterling Monthly Interest.


 


“Series 2000-1
Monthly Servicing Fee” shall have the meaning assigned to such term
in Section 6.01 of the Series 2000-1
Supplement.


 


26

















 


“Series 2000-1
Non-Defaulting APA Bank” shall have the meaning assigned to such
term in Section 2.06(c) of the Series 2000-1
Supplement or to the term “Non-Defaulting APA Bank” or “Non-Defaulting Investor”
in the applicable Series 2000-1 Asset Purchase Agreement.


 


“Series 2000-1
Non-Excluded Taxes” shall have the meaning assigned to such term in Section 7.03(a) of the Series 2000-1 Supplement.


 


“Series 2000-1
Non-Principal Concentration Subaccounts” shall mean each of the
accounts designated as such and established by the Trustee pursuant to Section 3A.02(a)(ii) of the Series 2000-1 Supplement.


 


“Series 2000-1 Optional
Termination Date” shall have the meaning assigned to such term in Section 2.14 of the Series 2000-1 Supplement.


 


“Series 2000-1 Optional
Termination Final Distribution Date” shall have the meaning assigned
to such term in Section 2.14 of the Series 2000-1
Supplement.


 


“Series 2000-1 Optional
Termination Notice” shall have the meaning assigned to such term in Section 2.14 of the Series 2000-1 Supplement.


 


“Series 2000-1
Other Taxes” shall have the meaning assigned to such term in Section 7.03(a) of the Series 2000-1 Supplement.


 


“Series 2000-1
Participants” shall have the meaning assigned in Section 11.10(f) of the Series 2000-1 Supplement.


 


“Series 2000-1 Pay-Off
Amounts” shall have the meaning assigned to such term in Section 2.14 of the Series 2000-1 Supplement.


 


“Series 2000-1
Percentage Factor” shall mean the fraction, expressed as a percentage,
computed on any date of determination as follows:  (i) the Series 2000-1 Target Receivables
Amount on such date, divided by (ii)
the Series 2000-1 Allocated Receivables Amount plus
any funds on deposit in the subaccount for the General Reserve Account relating
to Series 2000-1.  The Series 2000-1
Percentage Factor shall be calculated by the Master Servicer on the Series 2000-1
Issuance Date.  Thereafter, until the Series
2000-1 Termination Date, the Master Servicer shall recompute the Series 2000-1
Percentage Factor as of the close of business on each Business Day and report
such recomputations to the Administrative Agent and the Funding Agents in the
Daily Report, Monthly Settlement Report and as otherwise requested by the
Administrative Agent or either Funding Agent. 
The Series 2000-1 Percentage Factor shall remain constant from the time
as of which any such computation or recomputation is made until the time as of
which the next such recomputation shall be made, notwithstanding any additional
Receivables arising or any Series 2000-1 Increase or Series 2000-1 Decrease
during any period between computations of the Series 2000-1 Percentage
Factor.  The Series 2000-1 Percentage
Factor shall remain constant at 100% at all times on and after the date upon
which the Series 2000-1 Amortization Period commences until such time as the
respective Funding Agents, on behalf of the Series 2000-1 Conduit Purchasers
and the Series 2000-1 APA Banks in its VFC Purchaser Group, shall have received
the Series 2000-1 Aggregate Unpaids in cash.


 


“Series 2000-1
Pound Sterling Accrued Interest Subaccount” shall have the meaning
assigned to such term in Section 3A.02(a)(iv) of
the Series 2000-1 Supplement.


 


27
















 


“Series 2000-1
Pound Sterling Concentration Account” shall mean the account
established by the Trustee pursuant to Section 3A.02(a)(i) of
the Supplement.


 


“Series 2000-1
Pound Sterling Non-Principal Concentration Subaccount” shall mean
the account established by the Trustee pursuant to Section 3A.02(a)(iii) of
the Supplement.


 


“Series 2000-1
Pound Sterling Principal Concentration Subaccount” shall mean the
account established by the Trustee pursuant to Section 3A.02(a)(ii) of
the Supplement.


 


“Series 2000-1
Principal Concentration Subaccounts” shall mean each of the accounts
designated as such and established by the Trustee pursuant to Section 3A.02(a)(ii) of the Series 2000-1
Supplement.


 


“Series 2000-1 Program Costs” shall mean, for any
Business Day, the sum of:


 


(a)                                  all expenses,
indemnities and other amounts due and payable to the Series 2000-1
Purchasers and the Funding Agent under the Pooling Agreement or the Series 2000-1
Supplement (including any Series 2000-1 Article VII Costs);


 


(b)                                 the product of (i) all
unpaid fees and expenses due and payable to counsel to, and independent
auditors of, the Company (other than fees and expenses payable on or in
connection with the closing of the issuance of the Series 2000-1 VFC
Certificate) and (ii) a fraction, the numerator of which is the Series 2000-1
Aggregate Commitment Amount on such Business Day, and the denominator of which
is the sum of (x) the Invested Amount on such Business Day for all Series then
Outstanding (excluding Series 2000-1), and (y) the Series 2000-1
Aggregate Commitment Amount on such Business Day; and


 


(c)                                  all unpaid fees
and expenses due and payable to the Series 2000-1 Rating Agencies by the
Company and any Series 2000-1 Purchaser.


 


“Series 2000-1
Purchase” shall mean any assignment by any Series 2000-1
Conduit Purchaser to the Series 2000-1 APA Banks in its VFC Purchaser
Group of all or a portion of such Series 2000-1 Conduit Purchaser’s right,
title and interest in and to its Series 2000-1 Purchaser Invested Amount
pursuant to the applicable Series 2000-1 Asset Purchase Agreement and Section 2.06 of the Series 2000-1 Supplement.


 


“Series 2000-1
Purchase Amount” shall have the meaning assigned to such term in the
applicable Series 2000-1 Asset Purchase Agreement.


 


“Series 2000-1
Purchase Date” shall have the meaning assigned to such term in the
applicable Series 2000-1 Asset Purchase Agreement.


 


“Series 2000-1
Purchase Percentage” shall have the meaning assigned to such term in
the applicable Series 2000-1 Asset Purchase Agreement.


 


“Series 2000-1
Purchase Price” shall have the meaning assigned to such term in the
applicable Series 2000-1 Asset Purchase Agreement.


 


“Series 2000-1
Purchaser” shall mean, prior to a Conduit Purchaser Termination
Event with respect to a Series 2000-1 Conduit Purchaser, such Series 2000-1
Conduit Purchaser and each Series 2000-1 Acquiring Purchaser, and on and
after a Conduit Purchaser Termination Event


 


28

















 


with respect to a Series 2000-1
Conduit Purchaser or a Series 2000-1 Purchase with respect to a Series 2000-1
Conduit Purchaser, the Series 2000-1 APA Banks in its VFC Purchaser Group
and each Series 2000-1 Acquiring Purchaser with respect to such VFC
Purchaser Group.


 


“Series 2000-1 Purchaser Euro Invested Amount” shall
mean:


 


(a)                                  with respect to a
Series 2000-1 Conduit Purchaser on the Series 2000-1 Issuance Date,
an amount equal to the relevant VFC Purchaser Group’s VFC Currency Pro Rata
Share of the Series 2000-1 Initial Euro Invested Amount;


 


(b)                                 if a Series 2000-1
Conduit Purchaser does not fund any or all of the Series 2000-1 Initial
Euro Invested Amount on such Series 2000-1 Issuance Date (x) with
respect to such Series 2000-1 Conduit Purchaser, the Series 2000-1
Initial Euro Invested Amount so funded by such Series 2000-1 Conduit
Purchaser and (y) with respect to the related Series 2000-1 APA Banks
an amount equal to such Series 2000-1 APA Bank’s Series 2000-1
Currency Commitment Percentage of the Series 2000-1 Initial Euro Invested
Amount so funded by such Series 2000-1 APA Bank;


 


(c)                                  with respect to
any date of determination after the Series 2000-1 Issuance Date, an amount
equal to:


 


	
  (i)

  	
  the
  Series 2000-1 Initial Euro Invested Amount allocable to the
  Series 2000-1 VFC Certificate Interest of such Series 2000-1
  Purchaser on the immediately preceding Business Day, (or, with respect to the
  day as of which such Series 2000-1 Purchaser becomes a
  Series 2000-1 Purchaser, whether pursuant to Section 2.06
  of the Series 2000-1 Supplement, by executing a counterpart of the
  Series 2000-1 Supplement, a Series 2000-1 Commitment Transfer
  Supplement or otherwise, the portion of the transferor’s Series 2000-1
  Purchaser Euro Invested Amount being purchased), plus

  
	
   

  	
   

  
	
  (ii)

  	
  the
  amount of its VFC Currency Pro Rata Share of any Series 2000-1 Increase
  Amount allocated to such Series 2000-1 Purchaser’s Series 2000-1
  Euro VFC Certificate pursuant to Section 2.05
  of the Series 2000-1 Supplement made on such day, minus

  
	
   

  	
   

  
	
  (iii)

  	
  the
  amount of any distributions received and applied to such Series 2000-1
  Purchaser’s Series 2000-1 Euro VFC Certificate pursuant to Section 2.07 or Section 3A.06(c)(ii) of
  the Series 2000-1 Supplement on such day, minus

  
	
   

  	
   

  
	
  (iv)

  	
  the
  aggregate Series 2000-1 Allocable Charged-Off Amount allocated to such
  Series 2000-1 Purchaser’s Series 2000-1 Euro VFC Certificate on or
  prior to such date pursuant to Section 3A.05(b)(ii) of
  the Series 2000-1 Supplement, plus

  
	
   

  	
   

  
	
  (v)

  	
  the aggregate
  Series 2000-1 Allocable Recoveries Amount allocated to such
  Series 2000-1 Purchaser’s Series 2000-1 Euro VFC Certificate on or
  prior to such date pursuant to Section 3A.05(c)(i) of
  the Series 2000-1 Supplement.

  



 


29

















 


(d)                                 For purposes of
determining the Dollar equivalent of the Series 2000-1 Purchaser Euro
Invested Amount, the Series 2000-1 Purchaser Euro Invested Amount shall be
converted to U.S. Dollars at the Spot Rate.


 


“Series 2000-1
Purchaser Invested Amount” shall mean, the Series 2000-1
Purchaser U.S. Dollar Invested Amount, the Series 2000-1 Purchaser Euro
Invested Amount and the Series 2000-1 Purchaser Sterling Invested Amount.


 


“Series 2000-1 Purchaser Sterling Invested Amount” shall
mean:


 


(a)                                  with respect to a
Series 2000-1 Conduit Purchaser on the Series 2000-1 Issuance Date, an
amount equal to the relevant VFC Purchaser Group’s VFC Currency Pro Rata Share
of the Series 2000-1 Initial Sterling Invested Amount;


 


(b)                                 if a Series 2000-1
Conduit Purchaser does not fund any or all of the Series 2000-1 Initial
Sterling Invested Amount on such Series 2000-1 Issuance Date (x) with
respect to such Series 2000-1 Conduit Purchaser, the Series 2000-1
Initial Sterling Invested Amount so funded by such Series 2000-1 Conduit
Purchaser and (y) with respect to the related Series 2000-1 APA Banks
an amount equal to such Series 2000-1 APA Bank’s Series 2000-1
Currency Commitment Percentage of the Series 2000-1 Initial Sterling
Invested Amount so funded by such Series 2000-1 APA Bank;


 


(c)                                  with respect to
any date of determination after the Series 2000-1 Issuance Date, an amount
equal to:


 


	
  (i)

  	
  the
  Series 2000-1 Initial Sterling Invested Amount allocable to the
  Series 2000-1 VFC Certificate Interest of such Series 2000-1
  Purchaser on the immediately preceding Business Day, (or, with respect to the
  day as of which such Series 2000-1 Purchaser becomes a
  Series 2000-1 Purchaser, whether pursuant to Section 2.06
  of the Series 2000-1 Supplement, by executing a counterpart of the
  Series 2000-1 Supplement, a Series 2000-1 Commitment Transfer
  Supplement or otherwise, the portion of the transferor’s Series 2000-1
  Purchaser Sterling Invested Amount being purchased), plus

  
	
   

  	
   

  
	
  (ii)

  	
  the
  amount of its VFC Currency Pro Rata Share of any Series 2000-1 Increase Amount
  allocated to such Series 2000-1 Purchaser’s Series 2000-1 Sterling VFC
  Certificate pursuant to Section 2.05
  of the Series 2000-1 Supplement made on such day, minus

  
	
   

  	
   

  
	
  (iii)

  	
  the
  amount of any distributions received and applied to such Series 2000-1
  Purchaser’s Series 2000-1 Sterling VFC Certificate pursuant to Section 2.07 or Section 3A.06(c)(ii) of
  the Series 2000-1 Supplement on such day, minus

  
	
   

  	
   

  
	
  (iv)

  	
  the
  aggregate Series 2000-1 Allocable Charged-Off Amount allocated to such Series 2000-1
  Purchaser’s Series 2000-1 Sterling VFC Certificate on or prior to such date
  pursuant to Section 3A.05(b)(ii) of
  the Series 2000-1 Supplement, plus

  
	
   

  	
   

  
	
  (v)

  	
  the aggregate
  Series 2000-1 Allocable Recoveries Amount allocated to such
  Series 2000-1 Purchaser’s the Series 2000-1 Sterling VFC
  Certificate on or

  



 


30

















 


prior to such date pursuant to
Section 3A.05(c)(i) of the Series 2000-1
Supplement.


 


(d)                                 For purposes of
determining the Dollar equivalent of the Series 2000-1 Purchaser Sterling
Invested Amount, the Series 2000-1 Purchaser Sterling Invested Amount
shall be converted to U.S. Dollars at the Spot Rate.


 


“Series 2000-1 Purchaser U.S. Dollar Invested Amount”
shall mean:


 


(a)                                  with respect to a
Series 2000-1 Conduit Purchaser on the Series 2000-1 Issuance Date,
an amount equal to the relevant VFC Purchaser Group’s VFC Currency Pro Rata
Share of the Series 2000-1 Initial U.S. Dollar Invested Amount;


 


(b)                                 if a Series 2000-1
Conduit Purchaser does not fund any or all of the Series 2000-1 Initial
U.S. Dollar Invested Amount on such Series 2000-1 Issuance Date (x) with
respect to such Series 2000-1 Conduit Purchaser, the Series 2000-1
Initial U.S. Dollar Invested Amount so funded by such Series 2000-1
Conduit Purchaser and (y) with respect to the related Series 2000-1
APA Banks an amount equal to such Series 2000-1 APA Bank’s Series 2000-1
Currency Commitment Percentage of the Series 2000-1 Initial U.S. Dollar
Invested Amount so funded by such Series 2000-1 APA Bank;


 


(c)                                  with respect to
any date of determination after the Series 2000-1 Issuance Date, an amount
equal to:


 


	
  (i)

  	
  the
  Series 2000-1 Initial U.S. Dollar Invested Amount allocable to the
  Series 2000-1 VFC Certificate Interest of such Series 2000-1
  Purchaser on the immediately preceding Business Day, (or, with respect to the
  day as of which such Series 2000-1 Purchaser becomes a
  Series 2000-1 Purchaser, whether pursuant to Section 2.06
  of the Series 2000-1 Supplement, by executing a counterpart of the
  Series 2000-1 Supplement, a Series 2000-1 Commitment Transfer
  Supplement or otherwise, the portion of the transferor’s Series 2000-1
  Purchaser U.S. Dollar Invested Amount being purchased), plus

  
	
   

  	
   

  
	
  (ii)

  	
  the
  amount of its VFC Currency Pro Rata Share of any Series 2000-1 Increase
  allocated to such Series 2000-1 Purchaser’s Series 2000-1 U.S.
  Dollar VFC Certificate Amount pursuant to Section 2.05
  of the Series 2000-1 Supplement made on such day, minus

  
	
   

  	
   

  
	
  (iii)

  	
  the
  amount of any distributions received and applied to such Series 2000-1
  Purchaser’s Series 2000-1 U.S. Dollar VFC Certificate pursuant to Section 2.07 or Section 3A.06(c)(ii) of
  the Series 2000-1 Supplement on such day, minus

  
	
   

  	
   

  
	
  (iv)

  	
  the
  aggregate Series 2000-1 Allocable Charged-Off Amount allocated to such Series 2000-1
  Purchaser’s Series 2000-1 U.S. Dollar VFC Certificate on or prior to such
  date pursuant to Section 3A.05(b)(ii) of
  the Series 2000-1 Supplement, plus

  
	
   

  	
   

  
	
  (v)

  	
  the
  aggregate Series 2000-1 Allocable Recoveries Amount allocated to such
  Series 2000-1 Purchaser’s Series 2000-1 U.S. Dollar VFC Certificate
  on or

  



 


31

















 


prior to such date pursuant to Section 3A.05(c)(i) of the Series 2000-1
Supplement.


 


“Series 2000-1
Purchase Price Deficit” shall have the meaning assigned to such term
in Section 2.06(c) of the Series 2000-1
Supplement.


 


“Series 2000-1
Rating Agencies” shall mean the collective reference to S&P and
Moody’s.


 


“Series 2000-1
Ratio” shall mean the sum of (i) the greater of (a) the Series 2000-1
Dilution Reserve Ratio and (b) 5.0% and (ii) the greater of (a) the
Series 2000-1 Loss Reserve Ratio and (b) 12.5%.


 


“Series 2000-1
Reduction Percentage” shall mean, with respect to any Series 2000-1
Purchase for which there is a Series 2000-1 Loss Amount, the percentage
equivalent of a fraction, the numerator of which is the applicable Series 2000-1
Loss Amount for such Series 2000-1 Purchase and the denominator of which
is the sum of (i) the Series 2000-1 Early Amortization Date Balance
and (ii) such Series 2000-1 Loss Amount.


 


“Series 2000-1
Register” shall have the meaning assigned to such term in Section 11.10(d) of the Series 2000-1
Supplement.


 


“Series 2000-1
Required APA Banks” shall mean, on any day with respect to any VFC
Purchaser Group, the Series 2000-1 APA Banks having, in the aggregate,
more than 51% of the Series 2000-1 Commitment Amounts in such VFC
Purchaser Group.


 


“Series 2000-1
Required Subordinated Amount” shall mean:


 


(a)                                  on any date of
determination during the Series 2000-1 Revolving Period, an amount equal
to the sum of:


 


	
  (i)

  	
  an
  amount equal to the product of (A) the Series 2000-1 Invested
  Amount on such day (after giving effect to any increase or decrease thereof
  on such day) and (B) a fraction the numerator of which is the
  Series 2000-1 Ratio and the denominator of which is one minus the Series 2000-1 Ratio;

  
	
   

  	
   

  
	
  (ii)

  	
  the
  product of (A) the Series 2000-1 Invested Amount (after giving
  effect to any increase or decrease thereof on such day) and (B) a
  fraction the numerator of which is the Series 2000-1 Carrying Cost
  Reserve Ratio in effect for the Accrual Period in which such day falls and
  the denominator of which is one minus the
  Series 2000-1 Ratio; and

  
	
   

  	
   

  
	
  (iii)

  	
  the
  product of (A) the aggregate Principal Amount of Receivables in the
  Trust on such day, (B) a fraction the numerator of which is the
  Series 2000-1 Invested Amount on such day, and the denominator of which
  is the sum of (1) the Series 2000-1 Aggregate Commitment Amount on
  such day (after giving effect to any increase or decrease thereof on such
  day) and (2) the Invested Amount on such day for all other
  Series then outstanding and (C) a fraction the numerator of which
  is the Servicing Reserve Ratio and the denominator of which is one minus the Series 2000-1 Ratio; and

  



 


(b)                                 on any date of
determination during the Series 2000-1 Amortization Period, an amount
equal to the Series 2000-1 Required Subordinated Amount on the last


 


32

















 


Business
Day of the Series 2000-1 Revolving Period; provided
that such amount shall be adjusted on each Special Allocation Settlement Report
Date (if any) as set forth in Section 3A.05(b)(i) and
Section 3A.05(c)(ii) of the Series 2000-1
Supplement.


 


“Series 2000-1
Revolving Period” shall mean the period commencing on the Existing Series 2000-1
Issuance Date and terminating on the earlier to occur of the close of business
on (i) the date on which a Series 2000-1 Early Amortization Period is
declared to commence or automatically commences and (ii) the Series 2000-1
Commitment Termination Date.


 


“Series 2000-1
Scheduled Commitment Termination Date” shall mean (i) November 12,
2009, as may be extended for an additional 364 days from time to time in
writing by the Series 2000-1 Conduit Purchasers, the Funding Agents and
the Series 2000-1 APA Banks or (ii) the Series 2000-1 Optional Termination
Date.


 


“Series 2000-1
Sterling Accrued Interest Subaccount” shall have the meaning
assigned to such term in Section 3A.02(a)(iv) of
the Series 2000-1 Supplement.


 


“Series 2000-1
Sterling Additional Interest” shall have the meaning assigned to such
term in Section 3A.04(b)(ii) of the Series 2000-1
Supplement.


 


“Series 2000-1
Sterling Certificate Rate” shall mean, on any date of determination,
the average (weighted based on the respective outstanding amounts of each Series 2000-1
Floating Tranche, each Series 2000-1 CP Tranche and each Series 2000-1
Eurocurrency Tranche) of the ABR, the Series 2000-1 CP Rate and
Eurocurrency Rate in effect on such day plus, in the
case of the ABR and the Eurocurrency Rate, the applicable Series 2000-1
Applicable Margin and in the case of the Series 2000-1 CP Rate, the Series 2000-1
Utilization Fee Rate in respect of the Series 2000-1 Sterling VFC
Certificate.


 


“Series 2000-1
Sterling Concentration Account” shall have the meaning assigned to
such term in Section 3A.02(a)(i) of
the Series 2000-1 Supplement.


 


“Series 2006-1
Sterling Interest Shortfall” shall have the meaning assigned to such
term in Section 3.04(b)(ii) of this
Supplement.


 


“Series 2000-1
Sterling Invested Amount” shall mean, on any date of determination, the
aggregate sum of the Series 2000-1 Purchaser Sterling Invested Amount for
each Series 2000-1 Purchaser on such date.


 


“Series 2000-1
Sterling Monthly Interest” shall mean, with respect to any Accrual
Period, the sum of the Series 2000-1 Daily Sterling Interest Expense for
each day in such Accrual Period.


 


“Series 2000-1
Sterling Monthly Interest Distribution” shall have the meaning
assigned to such term in Section 3A.04(a)(i)(2) of
the Series 2000-1 Supplement.


 


“Series 2000-1
Sterling Monthly Interest Payment” shall have the meaning assigned
to such term in Section 3A.06(a)(x) of
the Series 2000-1 Supplement.


 


“Series 2000-1
Sterling Monthly Principal Payment” shall have the meaning assigned
to such term in Section 3A.05(a) of the Series 2000-1
Supplement.


 


33

















 


“Series 2000-1
Sterling Non-Principal Concentration Subaccount” shall mean the
account established by the Trustee pursuant to Section 3A.02(a)(iii) of
the Supplement.


 


“Series 2000-1
Sterling Principal Concentration Subaccount” shall have the meaning
assigned to such term in Section 3A.02(a)(ii) of
the Series 2000-1 Supplement.


 


“Series 2000-1
Sterling VFC Certificate” shall mean the Series 2000-1 Sterling
VFC Certificate executed and authenticated by the Trustee, substantially in the
form of Exhibit A-3 attached to the Series 2000-1
Supplement.


 


“Series 2000-1
Sterling VFC Certificateholder” shall mean the registered holder of
a Series 2000-1 Sterling VFC Certificate.


 


“Series 2000-1
Subordinated Interest Amount” shall mean, for any date of
determination, an amount equal to (i) the Series 2000-1 Allocated
Receivables Amount minus (ii) the
Series 2000-1 Adjusted Invested Amount.


 


“Series 2000-1
Subordinated Interest Increase Amount” shall have the meaning
assigned to such term in Section 2.05(a) of
the Series 2000-1 Supplement.


 


“Series 2000-1
Subordinated Interest Reduction Amount” shall have the meaning
assigned in Section 2.07(b) of the Series 2000-1
Supplement.


 


“Series 2000-1
Subordinated Interests” shall have the meaning assigned to such term
in Section 2.02(b) of the Series 2000-1
Supplement.


 


“Series 2000-1
Supplement” shall mean the First Amended and Restated Supplement to
the Pooling Agreement relating to the Series 2000-1 Investor Certificates.


 


“Series 2000-1
Target Receivables Amount” shall mean, on any date of determination,
the sum of (i) the Series 2000-1 Invested Amount on such day and (ii) the
Series 2000-1 Required Subordinated Amount for such day.


 


“Series 2000-1
Transfer Effective Date” shall have the meaning specified in the
instrument of transfer or assignment attached to the applicable Series 2000-1
Asset Purchase Agreement.


 


“Series 2000-1
Transfer Issuance Date” shall mean the date on which a Series 2000-1
Commitment Transfer Supplement becomes effective pursuant to the terms of such Series 2000-1
Commitment Transfer Supplement.


 


“Series 2000-1
Unallocated Balance” shall mean, on any Business Day with respect to
the APA Banks and the Series 2000-1 APA Banks’ Series 2000-1
Purchaser Invested Amount, the sum of (A) the portion of the Series 2000-1
Invested Amount for which interest is then being calculated by reference to the
ABR and (B) the portion of the Series 2000-1 Invested Amount
allocated to any Series 2000-1 Eurocurrency Tranche that expires on such
Business Day.


 


“Series 2000-1
Unused Fee” shall have the meaning assigned to such term in Section 2.09(b) of the Series 2000-1
Supplement.


 


“Series 2000-1
Unused Fee Rate” shall have the meaning assigned to such term in the
Fee Letter.


 


34

















 


“Series 2000-1
U.S. Dollar Accrued Interest Subaccount” shall have the meaning
assigned to such term in Section 3A.02(a)(iv) of
the Series 2000-1 Supplement.


 


“Series 2000-1
U.S. Dollar Additional Interest” shall have the meaning assigned to
such term in Section 3A.04(b)(i) of
the Series 2000-1 Supplement.


 


“Series 2000-1
U.S. Dollar Certificate Rate” shall mean, on any date of
determination, the average (weighted based on the respective outstanding amounts
of each Series 2000-1 Floating Tranche, each Series 2000-1 CP Tranche
and each Series 2000-1 Eurocurrency Tranche) of the ABR, the Series 2000-1
CP Rate and Eurocurrency Rate in effect on such day plus,
in the case of the ABR and the Eurocurrency Rate, the applicable Series 2000-1
Applicable Margin and in the case of the Series 2000-1 CP Rate, the Series 2000-1
Utilization Fee Rate in respect of the Series 2000-1 U.S. Dollar VFC
Certificate.


 


“Series 2000-1
U.S. Dollar Concentration Account” shall mean the account designated
as such and established by the Trustee pursuant to Section 3A.02(a)(i) of
the Series 2000-1 Supplement.


 


“Series 2000-1
U.S. Dollar Interest Shortfall” shall have the meaning assigned to
such term in Section 3A.04(b)(i) of
the Series 2000-1 Supplement.


 


“Series 2000-1
U.S. Dollar Invested Amount” shall mean, on any date of
determination, the aggregate sum of the Series 2000-1 Purchaser U.S.
Dollar Invested Amount for each Series 2000-1 Purchaser on such date.


 


“Series 2000-1
U.S. Dollar Monthly Interest” shall mean, with respect to any
Accrual Period, the sum of the Series 2000-1 Daily U.S. Dollar Interest
Expense for each day in such Accrual Period.


 


“Series 2000-1
U.S. Dollar Monthly Interest Distribution” shall have the meaning assigned
to such term in Section 3A.04(a)(i)(1) of
the Series 2000-1 Supplement.


 


“Series 2000-1
U.S. Dollar Monthly Interest Payment” shall have the meaning
assigned to such term in Section 3A.06(a)(x) of
the Series 2000-1 Supplement.


 


“Series 2000-1
U.S. Dollar Monthly Principal Payment” shall have the meaning
assigned to such term in Section 3A.05(a) of
the Series 2000-1 Supplement.


 


“Series 2000-1
U.S. Dollar Non-Principal Concentration Subaccount” shall mean the
account established by the Trustee pursuant to Section 3A.02(a)(iii) of
the Supplement.


 


“Series 2000-1
U.S. Dollar Principal Concentration Subaccount” shall mean the
account established by the Trustee pursuant to Section 3A.02(a)(ii) of
the Supplement.


 


“Series 2000-1
U.S. Dollar VFC Certificateholder” shall mean the registered holder
of a Series 2000-1 U.S. Dollar VFC Certificate.


 


“Series 2000-1
U.S. Dollar VFC Certificate” shall mean the Series 2000-1 U.S.
Dollar VFC Certificate executed and authenticated by the Trustee, substantially
in the form of Exhibit A-1 attached to the Series 2000-1
Supplement.


 


35

















 


“Series 2000-1
Utilization Fee” shall have the meaning assigned to such term in Section 2.09(c) of the Series 2000-1
Supplement.


 


“Series 2000-1
Utilization Fee Rate” shall have the meaning assigned to such term
in the Fee Letter.


 


“Series 2000-1
VFC Certificate Interest” shall mean, with respect to any Series 2000-1
VFC Certificate, each undivided percentage interest in such Series 2000-1
VFC Certificate acquired by (i) the Series 2000-1 Conduit Purchaser
in connection with the initial purchase of such Series 2000-1 VFC
Certificate or any Series 2000-1 Increase or (ii) any related Series 2000-1
APA Bank becoming a Series 2000-1 Purchaser hereunder pursuant to a
transfer in accordance with Section 2.03(a) of
the Supplement of such Series 2000-1 VFC Certificate Interest or any Series 2000-1
Increase in the Series 2000-1 Invested Amount.


 


“Series 2000-1
VFC Certificateholders” shall mean, collectively, the Series 2000-1
U.S. Dollar VFC Certificateholders, the Series 2000-1 Euro VFC
Certificateholders and the Series 2000-1 Sterling VFC Certificateholders.


 


“Series 2000-1 VFC
Certificates” shall mean, those Investor Certificates designated
as the Series 2000-1 U.S. Dollar VFC Certificate, the Series 2000-1
Euro VFC Certificates and the Series 2000-1 Sterling VFC Certificates.


 


“Series 2000-1
VFC Certificateholder’s Interest” shall have the meaning assigned to
such term in Section 2.02(a) of the Series 2000-1
Supplement.


 


“Series 2001-1
Indenture Supplement” shall mean the Series 2001-1 Supplement
dated as of June 26, 2001 among Huntsman International Asset-Backed
Securities Ltd, The Chase Manhattan Bank, London Branch and Chase Manhattan
Bank (Ireland) plc.


 


“Series 2001-1
Redemption Date” shall mean the date upon which the Series 2001-1
Term Certificates (as defined in the Series 2001-1 Supplement) and the Series 2001-1
Notes (as defined in the Series 2001-1 Indenture Supplement) have been
paid in full.


 


“Series 2001-1
Supplement” shall mean the Series 2001-1 Supplement dated as June 26,
2001 to Amended and Restated Pooling Agreement among the Company, the Master
Servicer and the Trustee.


 


“Sheffield”
shall mean Sheffield Receivables Corporation, a Delaware corporation.


 


“Sterling VFC Purchaser
Group” shall mean any VFC Purchaser Group which is designated in the Series 2000-1
Supplement or a Series 2000-1 Commitment Transfer Supplement as a “Sterling
VFC Purchaser Group”.


 


“Tax Credit”
shall have the meaning assigned to such term in Section 7.03(e) of
the Series 2000-1 Supplement.


 


“Tax Payment”
shall have the meaning assigned to such term in Section 7.03(e) of
the Series 2000-1 Supplement.


 


“Transaction
Parties” shall have the meaning assigned to such term in Section 2.06(d) of the Series 2000-1
Supplement or the applicable Series 2000-1 Asset Purchase Agreement.


 


36

















 


“VFCC” shall means
Variable Funding Capital Company, LLC, a Delaware limited liability company.


 


“VFC Currency
Pro Rata Share” means, with respect to each VFC Purchaser Group in a
VFC Purchaser Currency Group, an amount (expressed as a percentage|) equal to
the amount the aggregate of the Series 2000-1 Adjusted Commitments of all Series 2000-1
APA Banks in such VFC Purchaser Group represents of the amount of the aggregate
of the Series 2000-1 Adjusted Commitment Amount of all Series 2000-1
APA Banks in such VFC Purchaser Currency Group.


 


“VFC Pro Rata
Share” means, with respect to a VFC Purchaser Group, the aggregate
of the Series 2000-1 Adjusted Commitment Percentage of all Series 2000-1
APA Banks in such VFC Purchaser Group.


 


“VFC
Purchaser Group” means a group consisting of a Series 2000-1
Conduit Purchaser, Series 2000-1 APA Banks and a Funding Agent for such Series 2000-1
Conduit Purchaser and Series 2000-1 APA Banks, as specified in Schedule I or a Series 2000-1 Commitment Transfer
Supplement.


 


“VFC
Purchaser Currency Group” means a group consisting of the Series 2000-1
Purchasers which are, as applicable, a Dollar VFC Purchaser Group, a Euro VFC
Purchaser Group or a Sterling VFC Purchaser Group.


 


“Wachovia VFC
Purchaser Group” shall mean the VFC Purchaser Group consisting of
Wachovia Capital Markets LLC, as a Funding Agent, VFCC, as a Series 2000-1
Conduit Purchaser (or any eligible Assignee which enters into a Series 2000-1
Commitment Transfer Supplement with VFCC) and Wachovia Capital Markets LLC, as
a Series 2000-1 APA Bank.


 


37
















 


SCHEDULE IV


 


Notices


 


JPMORGAN
VFC PURCHASER GROUP


 


If to Chariot:


 


Chariot Funding LLC

c/o JPMorgan Chase Bank, N.A.


10 South Dearborn


Mail Code IL1-0079


Chicago, IL 60670


Attention:      Asset
Backed Securities – Conduits/D’Andrea Anderson


Telephone:    +1
312 732 7206


Telecopier:    +1
312 732 1844


 


If to the Funding Agent:


 


J.P. Morgan Chase Bank, N.A.


125 London Wall


London EC2Y 5AJ


Attention:      Transaction
Management Asset Back Securities-Conduits


Telephone:    +44 20 7742 7418


Telecopy:      +44 20 7777 4760


 


with a copy to:


 


J.P. Morgan Chase Bank, N.A.

10 South Dearborn

Mailcode: IL9-0079


Chicago, IL 60670


Attention:      Asset Backed
Securities – Conduits/D’Andrea Anderson


Telephone:    +1 312 732 7206


Telecopier:    +1 312 732 1844


 


with a copy to:


 


If to the Series 2000-1 APA Bank:


 


J.P. Morgan Chase Bank, N.A.


125 London Wall


London EC2Y 5AJ


Attention:      Transaction
Management Asset Back Securities-Conduits


Telephone:    +44 20 7742 7418


Telecopy:      +44 20 7777 4760


 


with a copy to:


 


38

















 


J.P. Morgan Chase Bank, N.A.

10 South Dearborn

Mailcode: IL9-0079


Chicago, IL 60670


Attention:      Asset Backed Securities – Conduits D’Andrea
Anderson


Telephone:    +1 312 732 7206


Telecopier:    +1 312 732 1844


 


For purposes set forth in the
last sentence of Section 11.09(b) the
following e-mail addresses will apply to this VFC Purchaser Group:


 


abf.settlement.report@jpmorgan.com

abf.treasury.dept@jpmorgan.com


 


WACHOVIA
VFC PURCHASER GROUP


 


If to
VFCC:


 


Variable
Funding Capital Company, LLC

c/o Wachovia Capital Markets, LLC

One Wachovia Center, TW-16

Charlotte, North Carolina 28288

Attention: Conduit Administration

Facsimile No: +1 (704) 383-6036


 


If to the
Funding Agent:


 


Wachovia
Capital Markets, LLC


One
Wachovia Center, TW-16

Charlotte, North Carolina 28288

Attention: Conduit Administration

Facsimile No: +1 (704) 383-6036


 


If to the
Series 2000-1 APA Bank:


 


Wachovia
Bank, National Association

One Wachovia Center, TW-16

Charlotte, North Carolina 28288

Attention: Conduit Administration

Facsimile No: +1 (704) 383-6036


 


For purposes set forth in the
last sentence of Section 11.09(b) the
following e-mail addresses will apply to this the Administration Group:


 


For
daily offer and acceptance information: Pamela.Lucas@wachovia.com


For
other business contact purposes: 
eero.maki@wachovia.com


 


39

















 


BARCLAYS
VFC PURCHASER GROUP


 


If to
Sheffield:


 


Sheffield
Receivables Corporation

c/o Barclays Bank PLC

200 Park Avenue, 5th Floor

New York, New York 10016


Attention:
Mary Logan


Telephone
No.: (212) 412-3266


Facsimile
No.: (212) 412-6846


 


If to the Funding Agent:


 


Barclays Bank PLC

200 Park Avenue, 5th Floor

New York, New York 10016


Attention:
Mary Logan


Telephone
No.: (212) 412-3266


Facsimile
No.: (212) 412-6846


 


If to the
Series 2000-1 APA Bank:


 


Barclays
Bank PLC

200 Park Avenue, 5th Floor

New York, New York 10016


Attention:
Mary Logan


Telephone
No.: (212) 412-3266


Facsimile
No.: (212) 412-6846


 


For purposes set forth in the
last sentence of Section 11.09(b) the
following e-mail addresses will apply to this VFC Purchaser Group:


 


mary.logan@barcap.com with cc: to
ASGOperations@barcap.com,


Jason.muncy@barcap.com and charles.siew@barcap.com


 


HSBC VFC
PURCHASER GROUP


 


If to
Regency:


 


Regency
Assets Limited


5
Harbourmaster Place


IFSC


Dublin
1


Ireland


Telephone:  +353 1 680 6050


Telecopy:  +353 1 680 6000


Attention:  Company Secretary


 


40

















 


If to the Funding Agent:


 


HSBC
Bank plc


8
Canada Square


London


E14 5HQ


Telephone:  +44 20 7991 9834


Telecopy:  +44 20 7991 4140


Attention:  Ingram Lyons/Graham Walton


 


If to the
Series 2000-1 APA Bank:


 


HSBC Bank USA, National
Association

452 Fifth Avenue

New York, New York 10018


Telephone:    +1
212 525 5399


Telecopy:      +1
212 525 2469


Attention:      Darren
Pinsker


 


For purposes set forth in the
last sentence of Section 11.09(b) the
following e-mail addresses will apply to this VFC Purchaser Group:


 


Victoria.lindsell@hsbcib.com

ingram.lyons@hsbcib.com

graham.s.walton@hsbcib.com

Richard.sherburn@hsbcib.com


 


ADMINISTRATIVE AGENT


 


J.P. Morgan Chase Bank, N.A.


125 London Wall


London EC2Y 5AJ


Attention:      Transaction Management Asset Back
Securities-Conduits


Telephone:    +44 20 7742 7418


Telecopy:      +44 20 7777 4760


 


with a copy to:


 


J.P. Morgan Chase Bank, N.A.

10 South Dearborn

Mailcode: IL9-0079


Chicago, IL 60670


Attention:      Asset Backed
Securities – Conduits/D’Andrea Anderson


Telephone:    +1 312 732 7206


Telecopier:    +1 312 732 1844


 


41

















 


For purposes set forth in the
last sentence of Section 11.09(b) the
following e-mail addresses will apply to the Administrative Agent:


 


abf.settlement.report@jpmorgan.com

abf.treasury.dept@jpmorgan.com


 


COMPANY, CONTRIBUTOR,
MASTER SERVICER


 


For purposes set forth in the
last sentence of Section 11.09(b) the
following e-mail addresses will apply to the Company, the Contributor and the
Master Servicer:


 


corporatesecretary@huntsman.com


Sam_Scruggs@huntsman.com


 


42
















 


EXHIBIT A-1


 


Form of Series 2000-1 U.S. Dollar VFC Certificate


 


	
  REGISTERED

  NO. VFC [ ]

  	
   

  	
  UP TO $      .00
  SERIES

  2000-1 PURCHASER U.S. DOLLAR
  INVESTED AMOUNT*

  (OF UP TO $[ ] SERIES

  2000-1 INVESTED AMOUNT
  ISSUED)

  



 






*THE SERIES 2000-1 PURCHASER
U.S. DOLLAR INVESTED AMOUNT OF THIS SERIES 2000-1 U.S. DOLLAR VFC CERTIFICATE
IS SUBJECT TO CHANGE AS DESCRIBED HEREIN.


 


THIS SERIES 2000-1 U.S. DOLLAR
VFC CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”).  NEITHER THIS SERIES 2000-1 U.S. DOLLAR VFC
CERTIFICATE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD EXCEPT IN
COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS.


 


THIS SERIES 2000-1 U.S. DOLLAR
VFC CERTIFICATE IS NOT PERMITTED TO BE TRANSFERRED, ASSIGNED, EXCHANGED OR
OTHERWISE PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE
POOLING AGREEMENT AND SUPPLEMENT REFERRED TO HEREIN.


 


This Series 2000-1 U.S.
Dollar VFC Certificate evidences a fractional undivided interest in the assets
of the


 


HUNTSMAN MASTER TRUST


 


the corpus of which consists
of receivables representing amounts payable for goods or services, which
receivables have been (i) purchased by Huntsman International LLC, a
limited liability company organized under the laws of the State of Delaware,
which contributed such receivables to Huntsman Receivables Finance LLC, a
limited liability company organized under the laws of the state of Delaware
(the “Company”), or (ii) otherwise
acquired by means of subrogation by the Company which in turn granted a
participation and a security interest in such receivables to the HUNTSMAN
MASTER TRUST.


 


(Not an interest in or
recourse obligation of

Huntsman (Europe) BVBA, Huntsman Receivables Finance LLC

or any of their respective Affiliates)


 


The U.S. Master Trust is
categorized as an unregulated collective investment scheme in the United
Kingdom and accordingly no selling documents or placement memorandum in
relation to the VFC Certificate may be lawfully issued or passed on to persons
in the United Kingdom other than persons who fall within one or more of the
categories of persons in


 


43

















 


Article 11(3) of The
Financial Services (Investment Advertisements) (Exemptions) Order 1996 (as
amended) of the United Kingdom.


 


This
certifies that


 


[NAME
OF CERTIFICATEHOLDER]


 


(the “Series 2000-1
U.S. Dollar VFC Certificateholder”) is the registered owner of a
fractional undivided interest in the assets (insofar as such assets consist of
the “Participation” as hereinafter defined)
of Huntsman Master Trust (the “Trust”)
originally created pursuant to the Pooling Agreement, dated as of December 21,
2000 (as amended and restated as of June 26, 2001 and April 18, 2006
and as the same may from time to time be further amended, restated,
supplemented or otherwise modified thereafter, the “Pooling
Agreement”), by and 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, as Master Servicer (the “Master Servicer”), and BNY Financial Services plc, a banking
authority organized under the laws of Ireland, not in its individual capacity
but solely as trustee (in such capacity, the “Trustee”)
for the Trust, as supplemented by the Second Amended and Restated Series 2000-1
Supplement, dated as of November 13, 2008 (as amended, supplemented or
otherwise modified from time to time, the “Supplement”,
collectively, with the Pooling Agreement, the “Agreement”),
by and among the Company, the Master Servicer, the Trustee, the several
financial institutions party thereof as funding agents (the “Funding Agents”), the Series 2000-1 Conduit Purchasers,
the Series 2000-1 APA Banks named therein and from time to time parties
thereto and JPMorgan Chase Bank, N.A. as Administrative Agent.  The corpus of the Trust consists of a
Participation and security interest granted by the Company to the Trustee in
relation to the Receivables and all other Participation Assets referred to in
the Pooling Agreement, all on the terms set out in the Pooling Agreement and
including all of the rights thereby conferred on the Series 2000-1 U.S.
Dollar VFC Certificateholders (and on the Trustee for their benefit) (the “Participation”). 
Although a summary of certain provisions of the Pooling Agreement is set
forth below, this Series 2000-1 U.S. Dollar VFC Certificate does not
purport to summarize the Pooling Agreement, is qualified in its entirety by the
terms and provisions of the Pooling Agreement and reference is made to the
Pooling Agreement for information with respect to the interests, rights,
benefits, obligations, proceeds and duties evidenced hereby and the rights,
duties and obligations of the Trustee.  A
copy of the Pooling Agreement may be requested by a holder hereof by writing to
the Trustee at BNY Financial Services plc, 4th Floor Hanover
Building, Windmill Lane, Dublin 2, Ireland, Attention:  Corporate Trust Administration.  To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to them in Annex X (as amended, supplemented, restated or otherwise
modified from time to time) attached to the Pooling Agreement.


 


This Series 2000-1 U.S.
Dollar VFC Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling Agreement, to which Agreement the Series 2000-1
U.S. Dollar VFC Certificateholder, by virtue of the acceptance hereof, assents
and is bound.


 


The Master Servicer, the
Company, the Series 2000-1 U.S. Dollar VFC Certificateholder and the
Trustee intend, for federal, state and local income and franchise tax purposes
only (but for no other purpose), that this Series 2000-1 U.S. Dollar VFC
Certificate be evidence of indebtedness of the Company by way of participation
(and not by way of a loan) secured by the Participation Assets and that the
Trust not be characterized as an association or publicly traded partnership
taxable as a corporation. The Series 2000-1 U.S. Dollar VFC


 


44

















 


Certificateholder, by the
acceptance hereof, agrees to treat this Series 2000-1 U.S. Dollar VFC
Certificate for federal, state and local income and franchise tax purposes (but
for no other purpose) as indebtedness of the Company by way of participation
(and not by way of a loan); provided, however, that nothing in this Series 2000-1 U.S. Dollar
VFC Certificate or in the Transaction Documents shall impose on the Company any
personal liability in respect of this Series 2000-1 U.S. Dollar VFC
Certificate.


 


This Series 2000-1 U.S.
Dollar VFC Certificate is one of the Investor Certificates entitled “Huntsman Master Trust, Series 2000-1 U.S. Dollar VFC Certificate”
(the “Series 2000-1 U.S. Dollar VFC Certificate”)
representing a fractional undivided interest in the Participation, such
interest consisting of the right to receive the distributions specified in the
Supplement out of (i) the Series 2000-1 Invested Percentage
(expressed as a decimal) of amounts received with respect to the Receivables
and all other funds on deposit in the Company Concentration Accounts and (ii) to
the extent such interests appear in the Supplement, all other funds on deposit in
the Series 2000-1 Accounts and any subaccounts thereof (collectively, the “Series 2000-1 VFC Certificateholder’s Interest”).
Concurrent with the issuance of the Series 2000-1 VFC Certificates, the
Trust shall also issue a Subordinated Company Interests to the Company
representing the right to receive the payments specified in the Supplement from
funds on deposit in the Series 2000-1 Accounts and any subaccounts
thereof, in each case to the extent not required to be distributed to or for
the benefit of the Series 2000-1 U.S. Dollar VFC Certificateholder (the “Series 2000-1 Subordinated Interests”). The
Participation Assets are allocated in part to the Series 2000-1 U.S.
Dollar VFC Certificateholders, the other Series 2000-1 VFC
Certificateholders and the holder of the Series 2000-1 Subordinated
Interests with the remainder allocated to the Investor Certificateholders and
the holder of the Subordinated Company Interests of other Series (if any)
and to the Exchangeable Company Interests representing the Company’s interest
in the Trust which was issued to the Company pursuant to the Pooling Agreement
on December 21, 2000.  The
Exchangeable Company Interests represents the Company’s exclusive beneficial
ownership interest in the Participation Assets subject to the security interest
granted by the Company under this Supplement. 
The Exchangeable Company Interests may be subjected by the Company or
pursuant to the Pooling Agreement to further (or increased) participation rights
and security interests represented by an increase in the Invested Amount of a Class of
Investor Certificates of an Outstanding Series and an increase in the
related Series’ Subordinated Company Interests, or one or more newly issued Series of
Investor Certificates and the related newly issued Series’ Subordinated Company
Interests, upon the conditions set forth in the Pooling Agreement.


 


Distributions with respect to
this Series 2000-1 U.S. Dollar VFC Certificate shall be paid by the
Funding Agent for the Series 2000-1 U.S. Dollar VFC Certificateholder’s
VFC Purchaser Group in immediately available funds to the Series 2000-1
U.S. Dollar VFC Certificateholder at the office of such Funding Agent set forth
in the Pooling Agreement. Final payment of this Series 2000-1 U.S. Dollar
VFC Certificate shall be made only upon presentation and surrender of this Series 2000-1
U.S. Dollar VFC Certificate at the office or agency specified in the notice of
final distribution delivered by the Trustee to the Series 2000-1 U.S.
Dollar VFC Certificateholder’s in accordance with the Pooling Agreement.


 


This Series 2000-1 U.S.
Dollar VFC Certificate does not represent an obligation of, or an interest in,
the Company, the Master Servicer or any Affiliate of any of them.


 


The transfer of this Series 2000-1
U.S. Dollar VFC Certificate shall be registered in the Certificate Register
upon surrender of this Series 2000-1 U.S. Dollar VFC Certificate for


 


45

















 


registration of transfer at
any office or agency maintained by the Transfer Agent and Registrar accompanied
by a written instrument of transfer, in a form satisfactory to the Trustee, the
Transfer Agent and Registrar, the Company and the Master Servicer, duly
executed by the Series 2000-1 U.S. Dollar VFC Certificateholder or the Series 2000-1
U.S. Dollar VFC Certificateholder’s attorney, and duly authorized in writing
with such signature guaranteed, and thereupon a new Series 2000-1 U.S.
Dollar VFC Certificate of authorized denomination and of like Fractional
Undivided Interest will be issued to the designated transferee.  In addition, the Funding Agent for the Series 2000-1
U.S. Dollar VFC Certificateholders VFC Purchaser Group shall maintain at one of
its offices in the City of New York the Series 2000-1 Register for the
recordation of the names and addresses of the Series 2000-1 Purchasers,
and the Series 2000-1 Commitment of, and the principal amount of the Series 2000-1
U.S. Dollar VFC Certificate issued to, the Series 2000-1 Purchasers
related to such VFC Purchaser Group.


 


The Company, the Trustee, the
Master Servicer, the Transfer Agent and Registrar, the Funding Agents and any
agent of any of them, may treat the person whose name is recorded in the Series 2000-1
Register as a Series 2000-1 Purchaser for all purposes of the Supplement,
notwithstanding notice to the contrary (other than notice in connection with an
assignment effected or to be effected in accordance with Section 11.10
of the Supplement).


 


It is expressly understood and
agreed by the Company and the Series 2000-1 U.S. Dollar VFC
Certificateholder that (i) the Pooling Agreement is executed and delivered
by the Trustee, not individually or personally but solely as Trustee of the
Trust, in the exercise of the powers and authority conferred and vested in it, (ii) the
representations, undertakings and agreements made on the part of the Trust in
the Pooling Agreement are made and intended not as personal representations,
undertakings and agreements by the Trustee, but are made and intended for the
purpose of binding only the Trust, (iii) nothing herein contained shall be
construed as creating any liability of the Trustee, individually or personally,
to perform any covenant either expressed or implied made on the part of the
Trust in the Pooling Agreement, all such liability (if any) being expressly
waived by the parties who are signatories to the Pooling Agreement and by any
Person claiming by, through or under such parties; provided,
however, the Trustee shall be liable in
its individual capacity for its own willful misconduct or negligence and for
any tax assessed against the Trustee based on or measured by any fees,
commission or compensation received by it for acting as Trustee and (iv) under
no circumstances shall the Trustee be personally liable for the payment of any
indebtedness or expenses of the Trust or be liable for the breach or failure of
any obligation, representation, warranty or covenant made or undertaken by the
Trust under the Pooling Agreement.


 


The holder of this Series 2000-1
U.S. Dollar VFC Certificate is authorized to record the date and amount of each
increase and decrease in the Series 2000-1 Purchaser U.S. Dollar Invested
Amount with respect to such holder on the schedules annexed hereto and made a
part hereof and any such recordation shall constitute prima facie
evidence of the accuracy of the information so recorded, absent manifest error,
provided that the failure of the holder
of this Series 2000-1 U.S. Dollar VFC Certificate to make such recordation
(or any error in such recordation) shall not affect the obligations of the
Company, the holder of the Series 2000-1 Subordinated Interests, the
Master Servicer or the Trustee under the Pooling Agreement.


 


This Series 2000-1
U.S. Dollar VFC Certificate shall be governed by and construed in accordance
with the laws of the State of New York without reference to any conflict of law
principles (other than Section 5-1401 of the New York General Obligations
Law).


 


46

















 


By acceptance of this Series 2000-1
U.S. Dollar VFC Certificate, the Series 2000-1 U.S. Dollar VFC
Certificateholder hereby agrees that it will not institute against, or join any
other Person in instituting against, the Company any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any Applicable Insolvency Laws.


 


Unless the certificate of
authentication hereon has been executed by or on behalf of the Trustee, by
manual signature, this Series 2000-1 U.S. Dollar VFC Certificate shall not
be entitled to any benefit under the Pooling Agreement, or be valid for any
purpose.


 


47

















 


IN WITNESS WHEREOF, the Company, as agent of the Trustee, has
caused this Series 2000-1 U.S. Dollar VFC Certificate to be duly executed.


 


Dated:  November 18, 2008


 


HUNTSMAN RECEIVABLES FINANCE LLC,

as agent of the Trustee as authorized pursuant to Section 5.01
of the Pooling Agreement


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


48

















 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


This is the Series 2000-1
U.S. Dollar VFC Certificate described in the within mentioned Agreement.


 


BNY FINANCIAL SERVICES PLC,

not in its individual capacity but solely as Trustee


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Authorized
  Signatory

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  OR

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Authorized
  Agent

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Authorized
  Signatory

  	
   

  



 


49

















 


SCHEDULE I


 


to


 


SERIES 2000-1 U.S. DOLLAR VFC
CERTIFICATE


 


SERIES 2000-1 VFC CERTIFICATE
INTERESTS


 


	
  Name of holder of Series 2000-1 Dollar

  VFC Certificate Interest

  	
   

  	
  Amount of Series 2000-1 Dollar

  VFC Certificate Interest

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


50