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Exhibit 10.2  


 
 

AMENDMENT
  dated as of April 16, 2004
  among
  HUNTSMAN RECEIVABLES FINANCE LLC,
  as the Company  
  


 
  HUNTSMAN (EUROPE) BVBA,
  as Master Servicer  
  


TIOXIDE AMERICAS INC.,

HUNTSMAN HOLLAND B.V.,

TIOXIDE EUROPE LIMITED,

HUNTSMAN INTERNATIONAL LLC,

HUNTSMAN PETROCHEMICALS (UK) LIMITED,

HUNTSMAN PROPYLENE OXIDE LTD.,

HUNTSMAN INTERNATIONAL FUELS L.P.,

TIOXIDE EUROPE SRL,

HUNTSMAN SURFACE SCIENCES ITALIA SRL,

HUNTSMAN PATRICA S.R.L.,

TIOXIDE EUROPE S.L.,

HUNTSMAN SURFACE SCIENCES IBÉRICA, S.L.,

TIOXIDE EUROPE SAS,

HUNTSMAN SURFACE SCIENCES (FRANCE) S.A.S.,

HUNTSMAN SURFACE SCIENCES UK LTD.,

HUNTSMAN ETHYLENEAMINES LTD.,

as Local Servicers  


J.P. MORGAN BANK (IRELAND) plc,

as Trustee  


PRICEWATERHOUSE COOPERS,

as Liquidation Servicer
  and

HUNTSMAN INTERNATIONAL LLC,
  as Servicer Guarantor
  to

AMENDED AND RESTATED SERVICING AGREEMENT
  dated as of
  October 21, 2002  


        THIS AMENDMENT, dated as of April 16, 2004 ("Amendment") is made among (i) HUNTSMAN
RECEIVABLES FINANCE LLC, a limited liability company organized under the laws of the State of Delaware (the "Company"), (ii) HUNTSMAN (EUROPE)
BVBA, a company organized under the laws of Belgium, as the master servicer (the "Master Servicer"), (iii) HUNTSMAN INTERNATIONAL LLC, a Delaware
limited liability company, TIOXIDE AMERICAS, INC., a company organized under the laws of the Cayman Islands, HUNTSMAN PROPYLENE OXIDE LTD., a limited partnership organized under the laws
of Texas; HUNTSMAN INTERNATIONAL FUELS L.P., a limited partnership organized under the laws of Texas, HUNTSMAN HOLLAND B.V. (f/k/a HUNTSMAN ICI HOLLAND B.V.), a limited liability company organized
under the laws of the Netherlands, TIOXIDE EUROPE LIMITED, a corporation organized under the laws of England and Wales, HUNTSMAN PETROCHEMICALS (UK) LIMITED, a corporation organized under the laws of
England and Wales, TIOXIDE EUROPE SRL, a limited liability company organized under the laws

 
of Italy, HUNTSMAN SURFACE SCIENCES ITALIA SRL, a limited liability company organized under the laws of Italy, HUNTSMAN PATRICA SRL, a limited liability company organized under the laws of Italy,
TIOXIDE EUROPE S.L,., a closed limited liability company organized under the laws of Spain, HUNTSMAN SURFACE SCIENCES IBERICA, S.L., (f/k/a HUNTSMAN SURFACTANTS IBERICA S.L.), a closed limited
liability company organized under the laws of Spain, TIOXIDE EUROPE SAS, a closed, simplified limited liability company organized under the laws of France, HUNTSMAN SURFACE SCIENCES (FRANCE) S.A.S., a
closed simplified limited liability company organized under the laws of France, HUNTSMAN SURFACE SCIENCES UK LTD., a private limited company organized under the laws of England and Wales and
HUNTSMAN ETHYLENEAMINES LTD., a limited partnership organized under the laws of Texas as Local Servicers (defined below) (iv) HUNTSMAN INTERNATIONAL LLC., a limited liability company
established under the laws of the State of Delaware, as Servicer Guarantor (the "Servicer Guarantor" and, from time to time "Huntsman International",
and (v) J.P. MORGAN BANK (IRELAND) plc (f/k/a CHASE MANHATTAN BANK (IRELAND) plc) selected, not in its individual capacity, but solely as trustee (in such capacity, as
"Trustee") and (vi) PRICEWATERHOUSE COOPERS as Liquidation Servicer (the "Liquidation Servicer")
amends the Amended and Restated Servicing Agreement, dated as of October 21, 2002 (the "Agreement"). 


        WHEREAS,
the parties to the Agreement (the "Parties") wish to amend the Agreement; 


        WHEREAS,
Section 8.01 of the Agreement and Section 10.01(a) of the Amended and Restated Pooling Agreement dated June 26, 2001 between the Company, the Master
Servicer and the Trustee as amended by the First Amendment to the Amended and Restated Pooling Agreement dated October 21, 2002 (the "Pooling
Agreement") permits the amendment of the Agreement by the Company and the Master Servicer with the written consent of the Funding Agent with respect to any Outstanding Series,
and without the consent of any Holder, to cure any ambiguity, to correct or supplement any provisions therein which may be inconsistent with any other provisions therein or to add any other provisions
thereof to change in any manner or eliminate any of the provisions with respect to matters or questions raised under the Agreement which shall not be inconsistent with the provisions therein; 


        WHEREAS,
the Company has executed the Officer's Certificate attached as Exhibit A hereto for the benefit of the Trustee in accordance with the requirements of
Section 10.01(a) of the Pooling Agreement; and 


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


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


        Section 2.    Amendment.    Section 6.01 of the Agreement is hereby amended by deleting  clause (i) in its entirety and replacing
it by the following clause (i) and by adding the following language immediately following
clause (i) of Section 6.01 in lieu of the words "then, in the event of any Master Servicer Default,": 




"(i) (a) 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 (b) 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 2001-1 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 $20,000,000;

 


then,
in the case of (x) any event described in clause (i)(b) above, automatically without any notice or action on the part of the Trustee
or Holders of the Investor Certificates, all rights and obligations of the Master Servicer and each Local Servicer hereunder and under the Pooling Agreement and Servicing Agreements (other than rights
and obligation of the Master Servicer under the Pooling and Servicing Agreements existing prior to a Master Servicer Default), shall be terminated or (y) any other event described above of any
Master Servicer Default," 





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


        Section 4.    Waiver of Notice.    Each of the Parties waives any prior notice and any notice period that may
be required by any other agreement or document in connection with the execution of this Amendment. 



        Section 5.    Notifications Required.    The Parties hereby agree to provide written notification of this
Amendment to the Rating Agencies in accordance with the requirements of Section 10.01(d) of the Pooling Agreement; 


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


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


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


[Remainder
of Page Intentionally Left Blank] 




 


        IN
WITNESS WHEREOF, the Company, the Servicer Guarantor, the Master Servicer, each of the Local Servicers and the Trustee have caused this Agreement to be duly executed by their
respective officers as of the day and year first written. 



	 	 	HUNTSMAN RECEIVABLES FINANCE LLC,

as Company
	

 	
 	

By:	
 	

/s/  SEAN DOUGLAS      

	 	 	 	 	Name:	Sean Douglas
	 	 	 	 	Title:	Vice President
	

 	
 	

 	
 	

 	

 





	 	 	HUNTSMAN (EUROPE) BVBA,

as Master Servicer
	

 	
 	

By:	
 	

/s/  PATRICK VERRAES      

	 	 	 	 	Name:	Patrick Verraes
	 	 	 	 	Title:	 
	

 	
 	

 	
 	

 	

 





	 	 	HUNTSMAN INTERNATIONAL LLC,

as Local Servicer
	

 	
 	

By:	
 	

/s/  SEAN DOUGLAS      

	 	 	 	 	Name:	Sean Douglas
	 	 	 	 	Title:	Vice President and Treasurer
	

 	
 	

 	
 	

 	

 





	 	 	TIOXIDE AMERICAS, INC.,

as Local Servicer
	

 	
 	

By:	
 	

/s/  L. RUSSELL HEALY      

	 	 	 	 	Name:	L. Russell Healy
	 	 	 	 	Title:	Vice President and Treasurer
	

 	
 	

 	
 	

 	

 





	 	 	HUNTSMAN PROPYLENE OXIDE LTD.,

as Local Servicer
	

 	
 	

By:	
 	

/s/  SEAN DOUGLAS      

	 	 	 	 	Name:	Sean Douglas
	 	 	 	 	Title:	Vice President







 



	 	 	HUNTSMAN INTERNATIONAL FUELS, L.P.,

as Local Servicer
	

 	
 	

By:	
 	

/s/  SEAN DOUGLAS      

	 	 	 	 	Name:	Sean Douglas
	 	 	 	 	Title:	Vice President
	

 	
 	

 	
 	

 	

 





	 	 	HUNTSMAN HOLLAND B.V.,

as Local Servicer
	

 	
 	

By:	
 	

/s/  PATRICK VERRAES      

	 	 	 	 	Name:	Patrick Verraes
	 	 	 	 	Title:	 
	

 	
 	

 	
 	

 	

 





	 	 	TIOXIDE EUROPE LIMITED,

as Local Servicer
	

 	
 	

By:	
 	

/s/  PATRICK VERRAES      

	 	 	 	 	Name:	Patrick Verraes
	 	 	 	 	Title:	 
	

 	
 	

 	
 	

 	

 





	 	 	HUNTSMAN PETROCHEMICALS (UK) LIMITED,

as Local Servicer
	

 	
 	

By:	
 	

/s/  PATRICK VERRAES      

	 	 	 	 	Name:	Patrick Verraes
	 	 	 	 	Title:	 
	

 	
 	

 	
 	

 	

 





	 	 	TIOXIDE EUROPE SRL,

as Local Servicer
	

 	
 	

By:	
 	

/s/  PATRICK VERRAES      

	 	 	 	 	Name:	Patrick Verraes
	 	 	 	 	Title:	 
	

 	
 	

 	
 	

 	

 





	 	 	HUNTSMAN SURFACE SCIENCES ITALIA SRL,

as Local Servicer
	

 	
 	

By:	
 	

/s/  PATRICK VERRAES      

	 	 	 	 	Name:	Patrick Verraes
	 	 	 	 	Title:	 







 



	 	 	HUNTSMAN PATRICA S.R.L.,

as Local Servicer
	

 	
 	

By:	
 	

/s/  PATRICK VERRAES      

	 	 	 	 	Name:	Patrick Verraes
	 	 	 	 	Title:	 
	

 	
 	

 	
 	

 	

 





	 	 	TIOXIDE EUROPE S.L.,

as Local Servicer
	

 	
 	

By:	
 	

/s/  PATRICK VERRAES      

	 	 	 	 	Name:	Patrick Verraes
	 	 	 	 	Title:	 
	

 	
 	

 	
 	

 	

 





	 	 	HUNTSMAN SURFACE SCIENCES IBÉRICA, S.L.,

as Local Servicer
	

 	
 	

By:	
 	

/s/  PATRICK VERRAES      

	 	 	 	 	Name:	Patrick Verraes
	 	 	 	 	Title:	 
	

 	
 	

 	
 	

 	

 





	 	 	TIOXIDE EUROPE SAS,

as Local Servicer
	

 	
 	

By:	
 	

/s/  PATRICK VERRAES      

	 	 	 	 	Name:	Patrick Verraes
	 	 	 	 	Title:	 
	

 	
 	

 	
 	

 	

 





	 	 	HUNTSMAN SURFACE SCIENCES (FRANCE) S.A.S.,

as Local Servicer
	

 	
 	

By:	
 	

/s/  PATRICK VERRAES      

	 	 	 	 	Name:	Patrick Verraes
	 	 	 	 	Title:	 
	

 	
 	

 	
 	

 	

 





	 	 	HUNTSMAN SURFACE SCIENCES UK LTD.,

as Local Servicer
	

 	
 	

By:	
 	

/s/  PATRICK VERRAES      

	 	 	 	 	Name:	Patrick Verraes
	 	 	 	 	Title:	 







 



	 	 	HUNTSMAN ETHYLENEAMINES LTD.,

as Local Servicer
	

 	
 	

By:	
 	

/s/  SEAN DOUGLAS      

	 	 	 	 	Name:	Sean Douglas
	 	 	 	 	Title:	Vice President
	

 	
 	

 	
 	

 	

 





	 	 	J.P. MORGAN BANK (IRELAND) plc,

not in its individual capacity but solely as Trustee
	

 	
 	

By:	
 	

/s/  PETER RUPERT LIGHTE      

	 	 	 	 	Name:	Peter Rupert Lighte
	 	 	 	 	Title:	Director
	

 	
 	

 	
 	

 	

 





	 	 	HUNTSMAN INTERNATIONAL LLC,

as Servicer Guarantor
	

 	
 	

By:	
 	

/s/  SEAN DOUGLAS      

	 	 	 	 	Name:	Sean Douglas
	 	 	 	 	Title:	Vice President and Treasurer
	

 	
 	

 	
 	

 	

 





	 	 	PRICEWATERHOUSE COOPERS,

as Liquidation Servicer
	

 	
 	

By:	
 	

/s/  P.B. BUCKLE      

	 	 	 	 	Name:	P.B. Buckle
	 	 	 	 	Title:	Partner





CONSENTED
AND ACKNOWLEDGED: 


JPMORGAN
CHASE BANK,

as Funding Agent 



	

By:	

/s/  CHRISTOPHER LEW      
	

 
	 	Name:	Christopher Lew	 
	 	Title:	Assistant Vice President	 














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AMENDMENT dated as of April 16, 2004 among HUNTSMAN RECEIVABLES FINANCE LLC, as the Company

HUNTSMAN (EUROPE) BVBA, as Master Servicer