Exhibit
10.3


 


Execution
Copy


 


AMENDMENT TO THE SECOND AMENDED AND RESTATED
SERVICING AGREEMENT


 


This Amendment to the Second Amended and Restated
Servicing Agreement dated as of November 13, 2008 (this “Amendment”), 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 Persons a party hereto as
Local Servicers (the “Existing Local Servicers”),
the Persons a party hereto as New Local Servicers, Huntsman International LLC,
a limited liability company established under the laws of Delaware as Servicer
Guarantor (the “Servicer Guarantor”), BNY
Financial Services plc, as successor to J.P. Morgan Bank (Ireland) plc, as trustee
(the “Trustee”), PricewaterhouseCoopers LLP,
a limited liability partnership established under the laws of England and Wales
(registered number OC303525) as Liquidation Servicer (the “Liquidation
Servicer”).


 


WHEREAS, the Company, the Master Servicer, the
Servicer Guarantor, the Trustee, the Existing Local Servicers and the
Liquidation Servicer are parties to the Servicing Agreement dated as of June 26,
2001, as amended and restated by the Amended and Restated Servicing Agreement,
dated as of October 21, 2002, as further amended and restated by the
Second Amended and Restated Servicing Agreement, dated as of April 18,
2006 (as heretofore amended, supplemented or otherwise modified, the “Servicing Agreement”);


 


WHEREAS, the Company, the Master Servicer and the
Trustee are parties to Pooling Agreement dated as of December 21, 2000, as
amended and restated by the Amended and Restated Pooling Agreement dated as of June 26,
2001 and as amended and restated by the Second Amended and Restated Pooling
Agreement dated as of April 18, 2006 (as heretofore amended, supplemented
or otherwise modified, the “Pooling Agreement”);


 


WHEREAS, the Company, the Master Servicer, the
Trustee, the conduit purchasers party thereto from time to time as Series 2000-1
Conduit Purchasers (the “Series 2000-1 Conduit
Purchasers”), the several financial institutions party thereto from
time to time as Series 2000-1 APA banks (the “Series 2000-1
APA Banks”), the several financial institutions party thereto from
time to time as funding agents (the “Funding Agents”),
and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”) are parties to the Series 2000-1
Supplement dated as of December 21, 2000, as amended and restated by the
Amended and Restated Series 2000-1 Supplement dated as of November 13,
2008 (as heretofore amended, restated, supplemented or otherwise modified, the “Series 2000-1 Supplement”);


 


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;


 


WHEREAS, pursuant to Section 8.01
of the Servicing Agreement, the Servicing Agreement may be amended,
supplemented or otherwise modified from time to time  in
accordance with the provisions of Section 10.01 of
the Pooling Agreement;


 


WHEREAS, pursuant to Section 10.01(b) of
the Pooling Agreement, the Servicing Agreement may be amended in writing from time
to time by the Master Servicer, the Company and the Trustee with the written
consent of the Funding Agents for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Servicing
Agreement subject to the limitations in such Section 10.01(b);


 

















 


WHEREAS, the parties hereto wish to amend the
Servicing Agreement on the terms and conditions set forth herein;


 


WHEREAS, the Administrative Agent, the Funding Agents,
the Series 2000-1 Conduit Purchasers and the Series 2000-1 APA Banks
are a party hereto for purposes of consenting to the amendments provided under
this Amendment;


 


NOW, THEREFORE, the parties hereto, hereby agree as
follows:


 


1.             Capitalized terms used but not
defined herein shall have the meanings ascribed to them in Annex X
to the Pooling Agreement (as in effect prior to this Amendment).  The “Existing Parties”
shall mean the Company, the Master Servicer, the Existing Local Servicers, the
Servicer Guarantor, the Trustee and the Liquidation Servicer; the “New Local Servicers” shall mean Huntsman Advanced Materials
Americas Inc. and Huntsman Advanced Materials (Europe) BVBA; and the “Terminating Local Servicers” shall mean Huntsman
Petrochemicals (UK) Limited, Huntsman Polymers Corporation and Huntsman
Expandable Polymers Company, LC.


 


2.             The Existing Parties hereto hereby
agree that Huntsman Advanced Materials Americas Inc. and Huntsman Advanced
Materials (Europe) BVBA are hereby added as Local Servicers under the Servicing
Agreement.


 


3.             The parties hereto hereby agree
that Huntsman Petrochemicals (UK) Limited, Huntsman Polymers Corporation and
Huntsman Expandable Polymers Company, LC are hereby terminated as Local
Servicers under the Servicing Agreement.


 


4.             The parties hereto hereby agree
that Section 1.02 of the Servicing
Agreement shall be and hereby is amended by adding the following new paragraph
(i):


 


“(i)      References to the Servicing Agreement in
any other document or agreement inclusive of the Transaction Documents shall be
deemed to be references to this agreement as amended, restated, supplemented or
otherwise modified from time to time and all assignments hereof.”


 


5.             The parties hereto hereby agree
that Section 1.02 of the Servicing
Agreement shall be and hereby is amended by adding the following new paragraph
(j):


 


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


 


6.             The parties hereto hereby agree
that Section 2.01(c) of the
Servicing Agreement shall be and hereby is amended by replacing the first
sentence thereof in its entirety to read as follows:


 


“In order to perform the obligations hereunder, the
Master Servicer may from time to time appoint one or more Originators or other
Affiliates as a local servicer (each entity, in such capacity, “Local Servicer”) for the Receivables owned by the Company; provided that (i) the Master Servicer may appoint any
Approved Originator, so long as it remains an Approved Originator, to service
Receivables originated by it and other designated Approved Originators by
providing prior written notice of such appointment and designations to the
Company, the Trustee and the Funding Agents under the Series 2000-1
Supplement; and (ii) the Master Servicer may otherwise appoint an
Affiliate which is not an Approved Originator of the Receivables only with the
prior written consent of the Funding Agent(s) representing more than 50%
of the Aggregate Invested Amount.”


 

















 


7.             The parties hereto hereby agree
that Article VIII to the Servicing
Agreement shall be and hereby is amended by adding the following new Section 8.16:


 


SECTION 8.16                 Addition and Removal of Local
Servicers.


 


(a)          The
Master Servicer shall admit as a Local Servicer under this Agreement any member
of the Huntsman Group (such party or parties shall be referred to as an “Additional Local Servicer”) who becomes an “Additional
Originator” in accordance with the terms and conditions of the Transaction
Documents. The admission of such Additional Local Servicer shall be subject to:
(i) execution and delivery to the Trustee by the Master Servicer, the
Servicer Guarantor and the Company of a duly completed agreement as set out in Schedule 5 (the “Admission of Additional
Local Servicer”); and (ii) satisfaction of all the conditions
applicable to such Additional Local Servicer becoming an Additional Originator
in accordance with the Transaction Documents.


 


(b)         Upon
satisfaction of the above conditions, the Additional Local Servicer shall be
deemed to be a party to this Agreement, and for all purposes of the Transaction
Documents shall be deemed to be a “Local Servicer”. The Additional Local
Servicer shall be under the same obligations towards each of the other parties
to this Agreement as if it had been an original party hereto as a “Local
Servicer” and the obligations of such Additional Local Servicer as a “Local
Servicer” shall be Guaranteed Obligations subject to the Guaranty as provided
under Article VII of this Agreement.


 


(c)          If
an Approved Originator is removed, terminated or withdrawn as an Originator in
accordance with Section 2.10 of the Pooling
Agreement, such Approved Originator shall, subject to the satisfaction of the
terms and conditions of Section 2.10
of the Pooling Agreement, automatically cease to be a Local Servicer without
any further action under this Agreement and the other Transaction Documents.


 


8.             The parties hereto hereby agree
that the Servicing Agreement shall be and hereby is amended by adding a new Schedule 5 in form attached hereto as Schedule I.


 


9.             In accordance with Section 2.01(c) of the Servicing Agreement, as of November 18,
2008 the servicing by Local Servicers shall be as set forth on Schedule III attached hereto.


 


10.           The parties hereto hereby: (i) consent
to the amendments to the Liquidation Servicer Agreement in the form attached
hereto as Schedule II; and (ii) agree that Schedule 4 to the Servicing Agreement is hereby deemed to be
amended to reflect the removal of the Terminating Local Servicers and the
inclusion of the New Local Servicers.


 


11.           The Master Servicer and the Servicer
Guarantor hereby agree to service the Receivables originated and proposed to be
sold by the New Local Servicers (in their capacity as Originators) in
accordance with the terms of the Servicing Agreement and the Servicer Guarantor
hereby agrees that the obligations of the Master Servicer and the New Local
Servicers are Guaranteed Obligations subject to the Guaranty as provided under Article VII of the Servicing Agreement.


 


12.           The amendments under Sections 2 through 10 of this
Amendment shall become effective upon:  (i) the
Second Amended and Restated Series 2000-1 Supplement, dated as of the date
hereof, by, among others, the Company, the Master Servicer and the Trustee
becoming effective in accordance with its terms; and (ii) this Amendment
being duly executed by each of the parties hereto.


 

















 


13.           The Funding Agents, the Series 2000-1
Conduit Purchasers, the Series 2000-1 APA Banks and the Administrative
Agent hereby acknowledge and consent to the provisions of this Amendment.


 


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


 


15.           THIS AMENDMENT 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).


 


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


 


17.           The provisions of Sections 11.08, 11.14 and 11.17 of the Series 2000-1 Supplement and Section 8.04 of the Servicing Agreement shall apply
hereto, mutatis mutandis, as if set forth in
full herein.


 


[SIGNATURE PAGE
FOLLOWS]


 
















 


IN
WITNESS WHEREOF, each of the parties hereto have caused this amendment
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:

  	
   

  



 


 


HUNTSMAN INTERNATIONAL LLC


as a Local Servicer


 


	
  By:

  	
   

  	
  /s/
  SEAN DOUGLAS

  	
   

  
	
   

  	
   

  	
  Name:  Sean Douglas

  	
   

  
	
   

  	
   

  	
  Title:  Vice President and Treasurer

  	
   

  



 


 


HUNTSMAN INTERNATIONAL LLC,


as Servicer Guarantor


 


	
  By:

  	
   

  	
  /s/
  SEAN DOUGLAS

  	
   

  
	
   

  	
   

  	
  Name:  Sean Douglas

  	
   

  
	
   

  	
   

  	
  Title:  Vice President and Treasurer

  	
   

  



 


[2008
Amendment to Servicing Agreement Signature Page 1 of 10]


 

















 


BNY FINANCIAL SERVICES PLC


not in its individual capacity but solely as Trustee


 


	
  By:

  	
   

  	
  /s/
  ANDREW MCLEOD

  	
   

  
	
   

  	
   

  	
  Name:  Andrew McLeod VP

  	
   

  
	
   

  	
   

  	
  Title:  Authorised Signatory

  	
   

  



 


 


PRICEWATERHOUSECOOPERS LLP,


as Liquidation Servicer


 


	
  By:

  	
   

  	
  /s/ C. JULIAN ROBERTS

  	
   

  
	
   

  	
   

  	
  Name:  C. Julian Roberts

  	
   

  
	
   

  	
   

  	
  Title:  Director

  	
   

  
	
   

  	
   

  	
  Duly
  Authorized to sign for and on

  	
   

  
	
   

  	
   

  	
  behalf
  of PricewaterhouseCoopers LLP

  	
   

  



 


[2008
Amendment to Servicing Agreement Signature Page 2 of 10]


 

















 


TIOXIDE AMERICAS INC.


as a Local Servicer


 


	
  By:

  	
   

  	
  /s/
  JON M. HUNTSMAN

  	
   

  
	
   

  	
   

  	
  Name:  Jon M. Huntsman

  	
   

  
	
   

  	
   

  	
  Title:  Chief Executive Officer

  	
   

  



 


 


HUNTSMAN PROPYLENE OXIDE LTD.


as a Local Servicer


 


	
  By:

  	
   

  	
  /s/
  SEAN DOUGLAS

  	
   

  
	
   

  	
   

  	
  Name:  Sean Douglas

  	
   

  
	
   

  	
   

  	
  Title:  Vice President and Treasurer

  	
   

  



 


 


HUNTSMAN
INTERNATIONAL FUELS, L.P.


as a Local Servicer


 


	
  By:

  	
   

  	
  /s/
  SEAN DOUGLAS

  	
   

  
	
   

  	
   

  	
  Name:  Sean Douglas

  	
   

  
	
   

  	
   

  	
  Title:  Vice President

  	
   

  



 


 


HUNTSMAN
HOLLAND B.V.


as a Local Servicer


 


 


	
  By:

  	
   

  	
  /s/ BEN DE
  JONG

  	
   

  
	
   

  	
   

  	
  Name:  Ben de Jong

  	
   

  
	
   

  	
   

  	
  Title:  Director

  	
   

  



 


 


TIOXIDE EUROPE LIMITED


as a Local Servicer


 


	
  By:

  	
   

  	
  /s/
  J. KIMO ESPLIN

  	
   

  
	
   

  	
   

  	
  Name:  J. Kimo Esplin

  	
   

  
	
   

  	
   

  	
  Title:  Director

  	
   

  



 


[2008
Amendment to Servicing Agreement Signature Page 3 of 10]


 

















 


TIOXIDE
EUROPE SRL


as a
Local Servicer


 


	
  By:

  	
   

  	
  /s/
  VALTER MUSSO

  	
   

  
	
   

  	
   

  	
  Name:  Valter Musso

  	
   

  
	
   

  	
   

  	
  Title:  Managing Director

  	
   

  



 


 


HUNTSMAN
SURFACE SCIENCES ITALIA SRL


as a Local Servicer


 


	
  By:

  	
   

  	
  /s/ DANIELE
  FERRARI

  	
   

  
	
   

  	
   

  	
  Name:  Daniele Ferrari

  	
   

  
	
   

  	
   

  	
  Title:  Director

  	
   

  



 


 


HUNTSMAN PATRICA S.R.L.


as a Local Servicer


 


	
  By:

  	
   

  	
  /s/ DANIELE
  FERRARI

  	
   

  
	
   

  	
   

  	
  Name:  Daniele Ferrari

  	
   

  
	
   

  	
   

  	
  Title:  Director

  	
   

  



 


 


TIOXIDE EUROPE S.L.


as a Local Servicer


 


	
  By:

  	
   

  	
  /s/ THOMAS
  G. FISHER

  	
   

  
	
   

  	
   

  	
  Name:  Thomas G. Fisher

  	
   

  
	
   

  	
   

  	
  Title:  Director

  	
   

  



 


 


	
  By:

  	
   

  	
  /s/ DONALD J.
  STANUTZ

  	
   

  
	
   

  	
   

  	
  Name:  Donald J. Stanutz

  	
   

  
	
   

  	
   

  	
  Title:  Director

  	
   

  



 


 


HUNTSMAN
PERFORMANCE PRODUCTS SPAIN, S.L.


as a Local Servicer


 


	
  By:

  	
   

  	
  /s/ DANIELE
  FERRARI

  	
   

  
	
   

  	
   

  	
  Name:  Daniele Ferrari

  	
   

  
	
   

  	
   

  	
  Title:  Director

  	
   

  



 


 


	
  By:

  	
   

  	
  /s/ JOHN Q. SMYTH

  	
   

  
	
   

  	
   

  	
  Name:  John Q. Smyth

  	
   

  
	
   

  	
   

  	
  Title:  Director

  	
   

  



 


[2008
Amendment to Servicing Agreement Signature Page 4 of 10]


 

















 


TIOXIDE
EUROPE SAS


as a Local Servicer


 


	
  By:

  	
   

  	
  /s/ DOMINIQUE
  VANNESTE

  	
   

  
	
   

  	
   

  	
  Name:  Dominique Vanneste

  	
   

  
	
   

  	
   

  	
  Title:  President

  	
   

  



 


 


HUNTSMAN
SURFACE SCIENCES FRANCE SAS


as a Local Servicer


 


	
  By:

  	
   

  	
  /s/ DANIELE
  FERRARI

  	
   

  
	
   

  	
   

  	
  Name:  Daniele Ferrari

  	
   

  
	
   

  	
   

  	
  Title:  Director

  	
   

  



 


 


	
  By:

  	
   

  	
  /s/ JOHN Q. SMYTH

  	
   

  
	
   

  	
   

  	
  Name:  John Q. Smyth

  	
   

  
	
   

  	
   

  	
  Title:  Director

  	
   

  



 


 


HUNTSMAN
SURFACE SCIENCES UK LIMITED


as a Local Servicer


 


	
  By:

  	
   

  	
  /s/ JOHN Q. SMYTH

  	
   

  
	
   

  	
   

  	
  Name:  John Q. Smyth

  	
   

  
	
   

  	
   

  	
  Title:
  Director

  	
   

  



 


 


HUNTSMAN
ETHYLENEAMINES LTD.


as a Local Servicer


 


	
  By:

  	
   

  	
  /s/
  SEAN DOUGLAS

  	
   

  
	
   

  	
   

  	
  Name:  Sean Douglas

  	
   

  
	
   

  	
   

  	
  Title:  Vice President

  	
   

  



 


 


HUNTSMAN PETROCHEMICAL CORPORATION


as a Local Servicer


 


	
  By:

  	
   

  	
  /s/
  SEAN DOUGLAS

  	
   

  
	
   

  	
   

  	
  Name:  Sean Douglas

  	
   

  
	
   

  	
   

  	
  Title:  Vice President and Treasurer

  	
   

  



 


[2008
Amendment to Servicing Agreement Signature Page 5 of 10]


 

















 


HUNTSMAN POLYMERS CORPORATION


as a Local Servicer and as a Terminating Local Servicer


 


By: HUNTSMAN ADVANCED MATERIALS LLC,


its successor by merger


 


	
  By:

  	
   

  	
  /s/
  SEAN DOUGLAS

  	
   

  
	
   

  	
   

  	
  Name:  Sean Douglas

  	
   

  
	
   

  	
   

  	
  Title:  Vice President and Treasurer

  	
   

  



 


 


HUNTSMAN
EXPANDABLE POLYMERS COMPANY, LC,


as a Local Servicer and as a Terminating Local Servicer


 


By: HUNTSMAN INTERNATIONAL CHEMICALS CORPORATION,


its Manager


 


	
  By:

  	
   

  	
  /s/
  SEAN DOUGLAS

  	
   

  
	
   

  	
   

  	
  Name:  Sean Douglas

  	
   

  
	
   

  	
   

  	
  Title:  Vice President

  	
   

  



 


 


HUNTSMAN ADVANCED MATERIALS AMERICAS INC.


as a New Local Servicer


 


	
  By:

  	
   

  	
  /s/
  SEAN DOUGLAS

  	
   

  
	
   

  	
   

  	
  Name:  Sean Douglas

  	
   

  
	
   

  	
   

  	
  Title:  Vice President and Treasurer

  	
   

  



 


 


HUNTSMAN ADVANCED MATERIALS (EUROPE) BVBA


 


as a New Local Servicer


 


	
  By:

  	
   

  	
  /s/
  SEAN DOUGLAS

  	
   

  
	
   

  	
   

  	
  Name:  Sean Douglas

  	
   

  
	
   

  	
   

  	
  Title:  Attorney-in-fact

  	
   

  



 


 


	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


[2008
Amendment to Servicing Agreement Signature Page 6 of 10]


 

















 


Consented to as of the date first written above:


 


 


JPMORGAN CHASE BANK, N.A.,


as Administrative Agent


 


	
  By:

  	
   

  	
  /s/
  CHARLES SIMOND

  	
   

  
	
   

  	
   

  	
  Name:  Charles Simond

  	
   

  
	
   

  	
   

  	
  Title:  Executive Director

  	
   

  



 


 


JPMORGAN CHASE BANK, N.A.,


as 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


 


By: JPMorgan Chase Bank, N.A.,


as its attorney-in-fact


 


	
  By:

  	
   

  	
  /s/
  CHARLES SIMOND

  	
   

  
	
   

  	
   

  	
  Name:  Charles Simond

  	
   

  
	
   

  	
   

  	
  Title:  Executive Director

  	
   

  



 


[2008
Amendment to Servicing Agreement Signature Page 7 of 10]


 

















 


WACHOVIA CAPITAL MARKETS, LLC,


as 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


 


By: Wachovia Capital Markets, LLC


as its attorney-in-fact


 


	
  By:

  	
   

  	
  /s/
  DOUGLAS R. WILSON, SR.

  	
   

  
	
   

  	
   

  	
  Name:  Douglas R. Wilson, Sr.

  	
   

  
	
   

  	
   

  	
  Title:  Director

  	
   

  



 


[2008
Amendment to Servicing Agreement Signature Page 8 of 10]


 

















 


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

  	
   

  



 


[2008
Amendment to Servicing Agreement Signature Page 9 of 10]


 

















 


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

  	
   

  



 


[2008
Amendment to Servicing Agreement Signature Page 10 of 10]