Exhibit 10.31

EXECUTION COPY

AMENDED AND RESTATED  U.S. RECEIVABLES PURCHASE AGREEMENT

among

HUNTSMAN INTERNATIONAL LLC,
as Purchaser

and

TIOXIDE AMERICAS INC.,
HUNTSMAN PROPYLENE OXIDE LTD.,
HUNTSMAN INTERNATIONAL FUELS L.P.,
and
HUNTSMAN ETHYLENEAMINES LTD.

each as a Seller and an Originator

Dated as of October 21, 2002

---

TABLE OF CONTENTS

|1. |  | DEFINITIONS                      |  | 1                                                                                     
|-- |  | -------------------------------- |  | --------------------------------------------------------------------------------------
|   |  | 1.01.                            |  | Defined Terms.                                                                        
|   |  | 1.02.                            |  | Other Definitional Provisions.                                                        
|2. |  | PURCHASE AND SALE OF RECEIVABLES |  | 2                                                                                     
|   |  | 2.01.                            |  | Purchase and Sale of Receivables.                                                     
|   |  | 2.02.                            |  | Purchase Price.                                                                       
|   |  | 2.03.                            |  | Payment of Purchase Price.                                                            
|   |  | 2.04.                            |  | No Repurchase.                                                                        
|   |  | 2.05.                            |  | Rebates, Adjustments, Returns, Reductions and Modifications.                          
|   |  | 2.06.                            |  | Payments in Respect of Ineligible Receivables and Originator Indemnification Payments.
|   |  | 2.07.                            |  | Certain Charges                                                                       
|   |  | 2.08.                            |  | Certain Allocations.                                                                  
|3. |  | CONDITIONS TO SALES              |  | 6                                                                                     
|   |  | 3.01.                            |  | Conditions Precedent to the Purchaser's Purchase of Receivables on the Effective Date.
|   |  | 3.02.                            |  | Conditions Precedent to Purchase of Receivables.                                      
|   |  | 3.03.                            |  | Conditions Precedent to the Originators' Obligations on the Effective Date.           
|4. |  | REPRESENTATIONS AND WARRANTIES   |  | 8                                                                                     
|   |  | 4.01.                            |  | Representations and Warranties of the Originators.                                    
|   |  | 4.02.                            |  | Representations and Warranties of the Originator Relating to the Receivables.         
|   |  | 4.03.                            |  | Representations and Warranties of the Purchaser.                                      
|5. |  | AFFIRMATIVE COVENANTS            |  | 13                                                                                    
|   |  | 5.01.                            |  | Financial Statements, Reports, etc.:                                                  
|   |  | 5.02.                            |  | Compliance with Law and Policies.                                                     
|   |  | 5.03.                            |  | Preservation of Corporate Existence                                                   
|   |  | 5.04.                            |  | Inspection of Property; Books and Records; Discussions                                
|   |  | 5.05.                            |  | Location of Records.                                                                  
|   |  | 5.06.                            |  | Computer Files and other Documents                                                    
|   |  | 5.07.                            |  | Obligations.                                                                          
|   |  | 5.08.                            |  | Collections                                                                           
|   |  | 5.09.                            |  | Furnishing Copies, Etc.                                                               
|   |  | 5.10.                            |  | Responsibilities of the Originator as Local Servicer.                                 
|   |  | 5.11.                            |  | Assessments                                                                           
|   |  | 5.12.                            |  | Purchase of Receivables.                                                              
|   |  | 5.13.                            |  | Notices                                                                               
|   |  | 5.14.                            |  | Bankruptcy                                                                            
|   |  | 5.15.                            |  | Further Action.                                                                       
|   |  | 5.16.                            |  | Marking of Records                                                                    
|   |  | 5.17.                            |  | Stamp Duty.                                                                           
|6. |  | NEGATIVE COVENANTS               |  | 17                                                                                    
|   |  | 6.01.                            |  | Limitations on Transfers of Receivables, Etc.                                         
|   |  | 6.02.                            |  | Extension or Amendment of Receivables.                                                
|   |  | 6.03.                            |  | Change in Payment Instructions to Obligors.                                           
|   |  | 6.04.                            |  | Change in Name.                                                                       
|   |  | 6.05.                            |  | Policies.                                                                             
|   |  | 6.06.                            |  | Modification of Legend.                                                               
|   |  | 6.07.                            |  | Accounting for Sales.                                                                 

i

---

|   |  | 6.08.              |  | Instruments.                                                    |  | 18
|-- |  | ------------------ |  | --------------------------------------------------------------- |  | --
|   |  | 6.09.              |  | Ineligible Receivables.                                         |  | 18
|   |  | 6.10.              |  | Business of the Originator.                                     |  | 19
|   |  | 6.11.              |  | Limitation on Fundamental Changes.                              |  | 19
|   |  | 6.12.              |  | Offices.                                                        |  | 19
|   |  | 6.13.              |  | Constitutive Documents                                          |  | 19
|   |  | 6.14.              |  | Amendment of Transaction Documents or Other Material Documents. |  | 19
|7. |  | TERMINATION EVENTS |  | 20                                                             
|   |  | 7.01.              |  | Originator Termination Events.                                  |  | 20
|   |  | 7.02.              |  | Program Termination Events.                                     |  | 20
|   |  | 7.03.              |  | Remedies.                                                       |  | 21
|8. |  | MISCELLANEOUS      |  | 22                                                             
|   |  | 8.01.              |  | Payments.                                                       |  | 22
|   |  | 8.02.              |  | Costs and Expenses.                                             |  | 22
|   |  | 8.03.              |  | Successors and Assigns.                                         |  | 23
|   |  | 8.04.              |  | Additional Originators.                                         |  | 23
|   |  | 8.05.              |  | Intentionally Omitted                                           |  | 24
|   |  | 8.06.              |  | Intentionally Omitted                                           |  | 24
|   |  | 8.07.              |  | Governing Law.                                                  |  | 24
|   |  | 8.08.              |  | No Waiver; Cumulative Remedies.                                 |  | 24
|   |  | 8.09.              |  | Amendments and Waivers.                                         |  | 24
|   |  | 8.10.              |  | Severability.                                                   |  | 24
|   |  | 8.11.              |  | Notices.                                                        |  | 24
|   |  | 8.12.              |  | Counterparts.                                                   |  | 26
|   |  | 8.13.              |  | Submission to Jurisdiction; Service of Process.                 |  | 26
|   |  | 8.14.              |  | No Bankruptcy Petition.                                         |  | 26
|   |  | 8.15.              |  | Termination.                                                    |  | 27
|   |  | 8.16.              |  | Responsible Officer Certificates; No Recourse.                  |  | 27

SCHEDULES

|Schedule 1 |  | Form of Originator Daily Report                                                                                                                                                   
|---------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Schedule 2 |  | Form of Solvency Certificate                                                                                                                                                      
|Schedule 3 |  | Location of Books and Records                                                                                                                                                     
|Schedule 4 |  | Chief Executive Office                                                                                                                                                            
|Schedule 5 |  | Legal and Other Business Names                                                                                                                                                    
|Schedule 6 |  | Identification of (A) Company Concentration Accounts, (B) Series Concentration Accounts, (C) Collection Accounts and Master Collection Accounts, and (D) Company Receipts Accounts
|Schedule 7 |  | Form of Admission of Additional Originator                                                                                                                                        

ii

---

This AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT dated as of October 21, 2002 (this "Agreement"), among Huntsman
International LLC, a limited liability company organized under the laws of the State of Delaware, as purchaser (the "Purchaser"), Tioxide
Americas Inc., a company incorporated 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 (collectively, the "Existing Originators") and Huntsman Ethyleneamines Ltd.,
a limited partnership organized under the laws of Texas (the "New Originator"), each as a seller and an originator (the Existing Originators and the New
Originator, collectively, the "Originators") amends and restates the Receivables Purchase Agreement dated as of December 21, 2000 (the
"Original Agreement") among Tioxide Americas, Inc., Huntsman Propylene Oxide, Ltd., Huntsman International Fuels L.P. each as a seller and
originator thereunder and the Purchaser.

W I T N E S S E T H:

WHEREAS,
Huntsman Ethyleneamines Ltd. wishes to become a party to a receivables purchase agreement and the parties to the Original Agreement wish to amend and restate the terms of
the Original Agreement;

WHEREAS,
the parties are entering into this Agreement under which each of the Existing Originators desires to sell, transfer, convey and assign from time to time, and the New Originator,
commencing on the New Originator Effective Date (as defined herein) desires to sell, transfer, convey and assign from time to time, all of its right, title and interest in, to and under Receivables
originated by such Originator, now existing and hereafter arising from time to time and all other Receivable Assets related to such Receivables to the Purchaser;

WHEREAS,
Huntsman (Europe) BVBA (f/k/a Huntsman ICI (Europe) BVBA), as the Master Servicer (the "Master Servicer"), Huntsman Receivables
Finance LLC (the "Company") and J.P. Morgan Bank (Ireland) plc (f/k/a Chase Manhattan Bank (Ireland) plc), not in its individual capacity but solely as
trustee, as Trustee (the "Trustee"), have entered into an Amended and Restated Pooling Agreement, dated as of June 26, 2001, as amended by the
First Amendment to Amended and Restated Pooling Agreement, dated as of the date hereof, (such agreement, as it may be amended, modified or otherwise supplemented from time to time, the
"Pooling Agreement") in order to create a master trust into which the Company desires to grant to the Trustee on behalf of the Trust (as defined
therein) a participation in and to all proceeds of, or payments in respect of, the Receivables and a security interest in relation to all of its right, title and interest in, to and under the
Receivables and certain other assets now or hereafter owned by the Company in consideration for which the Trustee will make certain payments to the Company as specified therein; and

WHEREAS,
the Master Servicer, the Company, the Servicer Guarantor, the Purchaser, the Liquidation Servicer, the Local Servicers and the Trustee have entered into an Amended and Restated
Servicing Agreement dated as of the date hereof (such agreement, as it may be amended, modified or otherwise supplemented from time to time, the "Servicing
Agreement") pursuant to which the Master Servicer has agreed to service and administer the Receivables on behalf of the Company.

NOW,
THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties hereto agree as follows:

1.DEFINITIONS

1.01.Defined Terms.Capitalized terms used herein shall, unless otherwise defined or referenced herein, have
the meanings assigned to such terms in Annex X attached to the Pooling Agreement which Annex X is incorporated by reference herein.

---

1.02.Other Definitional Provisions.



2.PURCHASE AND SALE OF RECEIVABLES

2.01.Purchase and Sale of Receivables.



2

---



3

---



2.02.Purchase Price.The aggregate purchase price payable by the Purchaser to an Originator (the
"Originator Purchase Price") for Receivables and other Receivable Assets on any Seller Payment Date under this Agreement shall be equal to the product
of (i) the aggregate outstanding Principal Amount of Eligible Receivables as set forth in the applicable Originator Daily Report and (ii) one (1) minus the Discounted Percentage.

2.03.Payment of Purchase Price.Purchaser shall pay the Originator Purchase Price for each Receivable and other
Receivable Assets (net of the deductions referred to in Section 2.03(b)) on each date of sale related to such purchased Receivable (each such day, an "Originator Payment
Date").



2.04.No Repurchase.Subject toSection 2.06, the
Originators shall not have any right or obligation under this Agreement, by implication or otherwise, to repurchase from the Purchaser any Receivables or other Receivable Assets related to such
Receivables or to rescind or otherwise retroactively effect any purchase of any such Receivables or other Receivable Assets related to such Receivables after the date of sale relating thereto;
provided that the foregoing shall not be interpreted

4

---

to limit the right of the Purchaser to receive an Originator Dilution Adjustment Payment, an Originator Adjustment Payment or an Originator Indemnification Payment.

2.05.Rebates, Adjustments, Returns, Reductions and Modifications.From time to time the Originators may make a
Dilution Adjustment to a Receivable in accordance with thisSection 2.05andSection 6.02; providedthat if an Originator cancels an invoice related to such Receivable, either (i) such invoice must be replaced, or caused to be replaced,
by such Originator with an invoice relating to the same transaction of equal or greater Principal Amount on the same Business Day that such cancellation was made, (ii) such invoice must be
replaced, or caused to be replaced, by such Originator with an invoice relating to the same transaction of a lesser Principal Amount on the same Business Day that such cancellation was made and such
Originator must make an Originator Dilution Adjustment Payment, to the Purchaser, in an amount equal to the difference between such cancelled and replacement invoices or (iii) such Originator
must make an Originator Dilution Adjustment Payment, to the Purchaser in an amount equal to the full value of such cancelled invoice pursuant to this Section 2.05. The Originators agree to pay to
the Purchaser, on the Sale Date immediately succeeding the date any Dilution Adjustment is granted
or made pursuant hereto, the amount of any such Dilution Adjustment (an "Originator Dilution Adjustment Payment"). The amount of any Dilution Adjustment
shall be set forth in the first Originator Daily Report prepared after the date on which such Dilution Adjustment was granted or made.

2.06.Payments in Respect of Ineligible Receivables and Originator Indemnification Payments.



5

---



2.07.Certain Charges.Each Originator and the Purchaser hereby agree that late charge revenue, reversals of
discounts, other fees and charges and other similar items, whenever created, accrued in respect of Receivables shall be the property of the Purchaser notwithstanding the occurrence of an Early
Originator Termination and all Collections with respect thereto shall continue to be allocated and treated as Collections in respect of the Receivables transferred, conveyed, assigned and sold to the
Purchaser pursuant tosubsection 2.01(a)hereof.

2.08.Certain Allocations.Each Originator, as Local Servicer, hereby agrees that if such Originator can
attribute a Collection to a specific Obligor and a specific Receivable, then such Collection shall be applied to pay such Receivable of such Obligor; provided,however, that if such Originator cannot attribute a Collection to a specific Receivable, then
such Collection shall be applied to pay the Receivables of such Obligor in the order of maturity of such Receivables, beginning with the Receivable that has been outstanding the longest and ending
with the Receivable that has been outstanding the shortest.

3.CONDITIONS TO SALES

3.01.Conditions Precedent to the Purchaser's Purchase of Receivables on the Effective Date.The obligation of
the Purchaser to purchase Receivables and the other Receivable Assets related to such Receivables on the Effective Date is subject to the satisfaction of the following conditions precedent which shall
have been satisfied, on or prior to the Effective Date:



6

---



3.02.Conditions Precedent to Purchase of Receivables.The obligation of the Purchaser to purchase Receivables
and other Receivable Assets on each Sale Date (including, in the case of the Existing Originators, the Effective Date and, in the case of the New Originators, the New Originator Effective Date) is
subject to the satisfaction of the following conditions precedent, that, on and as of the related Originator Date, the following statements shall be true with respect to the Receivables originated by
such Originator (and the delivery by such Originator of the Originator Daily Report for such Receivable on such Sale Date shall constitute a representation and warranty by such Originator

7

---

that on such Sale Date the statements in clauses (a) and (b) below are true with respect to the Receivables originated by such Originator):



provided,however, that the failure of such Originator to satisfy any of the foregoing conditions shall
not prevent such Originator from subsequently contributing Receivables originated by it, or purchased by it pursuant to a Receivables Purchase Agreement, upon satisfaction of all such conditions.

3.03.Conditions Precedent to the Originators' Obligations on the Effective Date.The obligations of the
Originators on the Effective Date shall be subject to the conditions precedent, which may be waived by the Originators, that the Originators shall have received on or before the Effective Date the
following, each dated the Effective Date and in form and substance satisfactory to the Originators:



4.REPRESENTATIONS AND WARRANTIES

4.01.Representations and Warranties of the Originators.Each Originator represents and warrants to the
Purchaser as of the Effective Date that:



8

---



9

---



10

---



11

---



The
representations and warranties as of the date made set forth in thisSection 4.01shall survive the transfer, assignment,
conveyance and sale of the Receivables and the other Receivable Assets to the Purchaser. Upon discovery by a Responsible Officer of the Purchaser or the Master Servicer or by a Responsible Officer of
an Originator of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties.

4.02.Representations and Warranties of the Originators Relating to the Receivables.Each Originator hereby
represents and warrants to the Purchaser on each Sale Date with respect to the Receivables originated by it, being sold, transferred, assigned and conveyed to the Purchaser as of such date:



The
representations and warranties as of the date made set forth in thisSection 4.02shall survive the sale, transfer, assignment
and conveyance of the Receivables and other Receivable Assets to the Purchaser. Upon discovery by a Responsible Officer of the Purchaser or the Master Servicer or a Responsible Officer of an
Originator of a breach of any of the representations and warranties (or of any Receivable encompassed by the representation and warranty insubsection
4.02(c)not being an Eligible Receivable as of the relevant Sale Date), the party discovering such breach shall give prompt written notice to the other parties.

12

---

4.03.Representations and Warranties of the Purchaser.The Purchaser represents and warrants as to itself as
follows:



5.AFFIRMATIVE COVENANTS

Each Originator hereby agrees that, in the case of the Existing Originators, commencing on the Effective Date, and in the case of the New Originator, commencing
on the New Originator Effective Date, and in each case so long as there are any amounts outstanding with respect to Receivables or until an Early Originator Termination, whichever is later, such
Originator shall:

5.01.Financial Statements, Reports, etc.:



13

---



5.02.Compliance with Law and Policies.



5.03.Preservation of Corporate Existence.(i) Preserve and maintain its business existence, rights and
privileges, if any, in the jurisdiction of its organization and (ii) qualify and remain qualified in good standing as a foreign company in each jurisdiction where the nature of its business so
requires, except where the failure so to qualify would not, individually or in the aggregate with other such failures, have a Material Adverse Effect with respect to it.

5.04.Inspection of Property; Books and Records; Discussions.Keep proper books of records and account in which
entries in conformity with GAAP shall be made of all dealings and transactions in relation to its
business and activities; and permit representatives of the Purchaser upon reasonable advance notice to visit and inspect any of its properties and examine and make abstracts from any of its books and
records during normal business hours on any Local Business Day and as often as may reasonably be requested, subject to such Originator's security and confidentiality requirements and to discuss the
business, operations, properties and financial condition of such Originator with officers and employees of such Originator and with its Independent Public Accountants.

14

---

5.05.Location of Records.Keep its chief executive office, and the offices where it keeps the records
concerning the Receivables and the other Receivable Assets relating thereto (and all original documents relating thereto), at the locations referred to for it on Schedule 3andSchedule 4hereto or upon 60 days' prior written notice to the
Purchaser, at such other locations in a jurisdiction where all action required bySection 5.16shall have been taken and completed and be in full
force and effect.

5.06.Computer Files and other Documents.At its own cost and expense, retain the ledger used by it as a master
record of the Obligors and retain copies of all documents relating to each Obligor as custodian and agent for the Purchaser and other Persons with interests in the Receivables originated by it, as
well as retain all Originator Documents.

5.07.Obligations.Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent,
as the case may be, all its obligations of whatever nature (including, without limitation, all taxes, assessments, levies and other governmental charges imposed on it), except where the amount or
validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of such Originator.
Defend the right, title and interest of the Purchaser in, to and under the Receivables and the other Receivable Assets related thereto, whether now existing or hereafter created, against all claims of
third parties claiming through such Originator. Each Originator will duly fulfill all obligations on its part to be fulfilled under or in connection with each Receivable and will do nothing to
materially impair the rights of the Purchaser in such Receivable.

5.08.Collections.Instruct each Obligor to make payments in respect of its Receivables to the Collection
Account and to comply in all material respects with procedures with respect to Collections reasonably specified from time to time by the Purchaser. In the event that any payments in respect of any
such Receivables are made directly to an Originator (including, without limitation, any employees thereof or independent contractors employed thereby), such Originator shall within one
(1) Local Business Day of receipt thereof, deliver or deposit such amounts to the Collection Account and, prior to forwarding such amounts, such Originator shall hold such payments in trust for
the account and benefit of the Purchaser.

5.09.Furnishing Copies, Etc.Furnish to the Purchaser (subject to Section 8.15hereof):



5.10.Responsibilities of the Originator as Local Servicer.Notwithstanding anything herein to the contrary,
(i) each Originator, while acting as Local Servicer, shall perform or cause to be performed all of its obligations under the Policies related to the Receivables to the same extent as if such
Receivables had not been sold, assigned, transferred and conveyed to the Purchaser hereunder, (ii) the exercise by

15

---

the Purchaser of any of its rights hereunder shall not relieve any Originator of its obligations with respect to such Receivables and (iii) except as provided by law, the Purchaser shall not
have any obligation or liability with respect to any Receivables, nor shall the Purchaser be obligated to perform any of the obligations or duties of any Originator.

5.11.Assessments.Pay before the same become delinquent and discharge all taxes, assessments, levies and other
governmental charges imposed on it except such taxes, assessments, levies and governmental charges which are being contested in good faith and for which such Originator has set aside on its books
adequate reserves.

5.12.Purchase of Receivables.Purchase Receivables solely in accordance with the Receivables Purchase
Agreements or this Agreement.

5.13.Notices.Promptly give written notice to the Trustee, each Rating Agency, the Purchaser and each Funding
Agent for any Outstanding Series of the occurrence of any Liens on Receivables (other than Permitted Liens), Early Amortization Event or Potential Early Amortization Event, including the statement of
a Responsible Officer of such Originator setting forth the details of such Early Amortization Event or Potential Early Amortization Event and the action taken, or which such Originator proposes to
take, with respect thereto;

5.14.Bankruptcy.Cooperate with the Purchaser, the Company, the Funding Agent and Trustee in making any
amendments to the Transaction Documents and take, or refrain from taking, as the case may be, all other actions deemed reasonably necessary by the Funding Agent and/or Trustee in order to comply with
the structured finance statutory exemption set forth in legislative amendments to the U.S. Bankruptcy Code at or any time after such amendments are enacted into law; provided,however, that it shall not be required to make any amendment or to take, or omit from taking,
as the case may be, any action which it reasonably believes would have the effect of materially changing the economic substance of the transaction contemplated by the Transaction Documents on the
Effective Date.

5.15.Further Action.In addition to the foregoing:



16

---



5.16.Marking of Records.Each Originator will maintain a system that will identify on its extraction records
relating to the Receivables from its master database of receivables that the Receivables have been sold, assigned, conveyed or transferred to the Purchaser. Each Originator agrees that from time to
time it will promptly execute and deliver all instruments and documents, and take all further action, that Purchaser may reasonably request in order to perfect, protect or more fully evidence the
Trustee's first priority perfected security interest in such Receivables and the related Collections.

5.17.Stamp Duty.



6.NEGATIVE COVENANTS

Except as otherwise provided inSection 6.11, each Existing Originator and, commencing on the New
Originator Effective Date, the New Originator each hereby agrees that, so long as there are any amounts outstanding with respect to Receivables originated by such Originator, previously sold,
assigned, conveyed or transferred by such Originator to the Purchaser or until an Early Originator Termination, whichever is the later, such Originator shall not:

6.01.Limitations on Transfers of Receivables, Etc.At any time sell, convey, assign, transfer or otherwise
dispose of any of the Receivables or other Receivable Assets relating thereto, except as contemplated by the Transaction Documents.

6.02.Extension or Amendment of Receivables.Whether acting as Local Servicer or otherwise, extend, make any
Dilution Adjustment to, rescind, cancel, amend or otherwise modify, or attempt or purport to extend, amend or otherwise modify, the terms of any Receivables, unless (a) (i) such cancellation,
termination, amendment, modification, or waiver is made in accordance with the Policies (and would have been made in the ordinary course of business), (ii) if such cancellation, termination,
amendment, modification or waiver arose as a result of a request from an Obligor, (iii) if any such amendment, modification or waiver does not cause such Receivable to cease to be an Eligible
Receivable and (iv) such cancellation, termination, amendment, modification or waiver would not have a material and prejudicial effect on the collectibility of the relevant Receivable or
(b) such Dilution Adjustment is the result of a pre-existing contractual obligation between such Originator and the related Obligor with
respect to such Receivableprovided, that in the event such Originator cancels an invoice related to a Receivable, such Originator must make an
Originator Dilution Adjustment Payment in accordance withSection 2.05;provided, furtherthat in the
event such Originator cancels an invoice related to a Receivable, either (i) such invoice must be replaced with an invoice
relating to the same transaction as the cancelled invoice of equal or greater Principal Amount on the same day, (ii) such invoice must be replaced with an invoice relating to the same
transaction as the cancelled invoice of a lesser Principal Amount on the same Business Day and such Originator must make an Originator Dilution Adjustment Payment, to the Purchaser, in an amount equal
to the difference between such cancelled and replacement invoices or (iii) the Originator must make an Originator Dilution Adjustment Payment, to the Purchaser, in an amount equal to the full
value of such cancelled invoice pursuant toSection 2.05.

17

---

6.03.Change in Payment Instructions to Obligors.Instruct any Obligor of any Receivables to make any payments
with respect to any Receivables other than, in accordance withSection 5.09, by check or wire transfer to the Collection Account.

6.04.Change in Name.Change its name, use an additional name, change its identity or business structure or
change its chief executive officer unless at least 60 days' prior to the effective date of any such change it delivers to the Purchaser such documents, instruments or agreements as are
necessary to reflect such change and to continue the perfection of the Purchaser's ownership interest in the Receivables.

6.05.Policies.Make any change or modification (or permit any change or modification to be made) in any
material respect to the Policies, except (i) if such changes or modifications are necessary under any Requirement of Law, or (ii) if the Rating Agency Condition is satisfied with respect
thereto;provided,however, that if any change or modification, other than a change or modification
permitted pursuant to clause (i) above, would reasonably be expected to have a Material Adverse Effect with respect to a Series which is not rated by a Rating Agency, the consent of Investor
Certificateholders representing Fractional Undivided Interests aggregating not less than 51% of the Adjusted Invested amount of such Series (or, as otherwise specified in the related Supplement) shall
be required to effect such change or modification.

6.06.Modification of Legend.Delete or otherwise modify the identification on the extraction records referred
to insubsection 2.01(d).

6.07.Accounting for Sales.Except as otherwise required by law, prepare any financial statements which shall
account for the transactions contemplated hereby in any manner other than as a sale of the Receivables to the Purchaser or in any other respect account for or treat the transactions contemplated
hereby (including for financial accounting purposes, except as required by law) in any manner other than as a sale of the Receivables to the Purchaser.

6.08.Instruments.Unless delivered to the Trustee pursuant to Section 2.01(b) of the Pooling Agreement,
take any action to cause any Receivable not evidenced by an "instrument" (as defined in Section 9-105(1)(i) of the applicable
UCC) upon origination to become evidenced by an instrument, except in connection with the enforcement or collection of a Defaulted Receivable.

6.09.Ineligible Receivables.Without the prior written approval of the Purchaser, take any action which to its
knowledge would cause, or would permit, a Receivable that was designated as an Eligible Receivable on the Sale Date relating to such Receivable to cease to be an Eligible Receivable, except as
otherwise expressly provided by this Agreement.

18

---

6.10.Business of the Originator.Fail to maintain and operate the business currently conducted by such
Originator and business activities reasonably incidental or related thereto in substantially the manner in which it is presently conducted and operated if such failure would reasonably be expected to
result in a Material Adverse Effect with respect to it.

6.11.Limitation on Fundamental Changes.Enter into any merger or consolidate with another Person or sell,
lease, transfer or otherwise dispose of assets constituting all or substantially all of the assets of such Originator and its consolidated Subsidiaries (taken as a whole) to another Person or
liquidate or dissolve unless:



6.12.Offices.Move the location of such Originator's chief executive office or of any of the offices where it
keeps its records with respect to the U.S. Receivables, or its legal head office to a new location within or outside the jurisdiction where such office is now located, without (i) providing
thirty (30) days' prior written notice to the Purchaser, the Trustee, each Funding Agent and each Rating Agency and (ii) taking all actions reasonably requested by the Trustee (including
but not limited to all filings and other acts necessary or advisable under the applicable UCC or other applicable laws or similar statute of each relevant jurisdiction) in order to continue the
Trust's first priority perfected security interest in all Receivables now owned by the Purchaser or hereafter created.

6.13.Constitutive Documents.Amend or make any change or modification to its constitutive documents without
first satisfying the Rating Agency Condition and obtaining the consent of each Funding Agent (provided that, notwithstanding anything to the contrary in this Section 6.13, such Originator may make
amendments, changes or modifications pursuant to changes in law of the jurisdiction of its organization or
amendments to change such Originator's name (subject to compliance with Section 6.04 above), registered agent or address of registered office).

6.14.Amendment of Transaction Documents or Other Material Documents.Other than as set forth in the Transaction
Documents, amend any Transaction Document or other material document related to any transactions contemplated hereby or thereby including, but not limited to, any of the Receivables Purchase
Agreements.

19

---

7.TERMINATION EVENTS

7.01.Originator Termination Events.If any of the following events (herein called
"Originator Termination Events") shall have occurred and be continuing with respect to any Existing Originator or, on or after the New Originator
Effective Date, with respect to the New Originator:



then,
in the case of any Originator Termination Event, so long as such Originator Termination Event shall be continuing, the Purchaser shall terminate its obligation to accept a sale of Receivables
from such Originator and such Originator shall be terminated as an Originator upon 10 days written notice (the date on which such notice becomes effective, the
"Originator Termination Date") to such Originator (any such termination, an "Early Originator
Termination");providedthat such removal or termination shall be in accordance with Section 2.10 of the Pooling
Agreement.

7.02.Program Termination Events.If any of the following events (herein called "Program
Termination Events") shall have occurred and be continuing with respect to an Originator:



20

---



then,
after the expiration of any applicable cure period, the obligation of the Purchaser to accept sales shall terminate without notice (such date of termination, the "Program
Termination Date"), and there shall be an Early Amortization Event pursuant to Section 7.01 of the Pooling Agreement.

7.03.Remedies.



21

---



8.MISCELLANEOUS

8.01.Payments.All payments to be made by a party ("payor")
hereunder shall be made in Dollars on the applicable due date and in immediately available funds to the recipient's ("payee") account set forth in Schedule 6of this Agreement or to such other account as may be specified by such payee from time to time in a notice to such payor. Wherever any
payment to be made under this Agreement shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

8.02.Costs and Expenses.Each Originator agrees (a) to pay or reimburse the Purchaser for all of its
out-of-pocket costs and expenses incurred in connection with the preparation and execution of, and any amendment, supplement or modification to, this Agreement, the other
Transaction Documents and any other documents prepared in connection herewith and therewith, the consummation and administration of the transactions contemplated hereby and thereby, including, without
limitation, all reasonable fees and disbursements of counsel, (b) to pay or reimburse the Purchaser for all its costs and expenses incurred in connection with the enforcement or preservation of
any rights under this Agreement and any of the other Transaction Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Purchaser, (c) to pay,
indemnify, and hold the Purchaser harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay caused by such Originator in paying,
stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of, any of the
transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement and any such other documents, and (d) to pay,
indemnify, and hold the Purchaser harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever (i) which may at any time be

22

---

imposed on, incurred by or asserted against the Purchaser in any way relating to or arising out of this Agreement or the other Transaction Documents or the transactions contemplated hereby and
thereby or in connection herewith or any action taken or omitted by the Purchaser under or in connection with any of the foregoing (all such other liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses and disbursements being herein called "Originator Indemnified Liabilities") or (ii) which would not
have been imposed on, incurred by or asserted against the Purchaser but for its having acquired the Receivables hereunder;provided, however, that such
indemnity shall not be available to the extent that such Originator Indemnified Liabilities are finally judicially determined to have
resulted from the gross negligence or willful misconduct of the Purchaser. The agreements of each Originator in thisSection 8.02shall survive
the collection of all Receivables, the termination of this Agreement and the payment of all amounts payable hereunder.

8.03.Successors and Assigns.This Agreement shall be binding upon and inure to the benefit of the Originators
and the Purchaser and their respective successors (whether by merger, consolidation or otherwise) and permitted assigns. Each Originator agrees that it will not assign or transfer all or any
portion of its rights or obligations hereunder without the prior written consent of the Purchaser. Each Originator acknowledges that the Purchaser shall grant a Participation and a security interest
in all of its rights hereunder to the Trustee pursuant to the Pooling Agreement. Each Originator further agrees that, in respect of its obligations hereunder, it will act at the direction of and in
accordance with all requests and instructions from the Trustee until all amounts due to the Investor Certificateholders are paid in full.

8.04.Additional Originators.Huntsman International may admit as an Originator under this Agreement any member
of the Huntsman Group, provided such member is formed or organized in a State of the United States of America (such party or parties shall be referred to as an "Additional
Originator") and such member is a wholly-owned Subsidiary (directly or indirectly) of Huntsman International. The admission of such Additional Originator shall be subject to
the following conditions:



23

---



Upon
satisfaction of the above conditions, the Additional Originator shall be deemed to be a party to this Agreement, and for all purposes of the Transaction Documents shall be deemed to
be a "U.S. Originator" and "Originator". The Additional Originator 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
an "Originator".

8.05.Intentionally Omitted

8.06.Intentionally Omitted

8.07.Governing Law.THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK AND WITHOUT REFERENCE TO ANY CONFLICT OF LAWS PRINCIPLES (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW), SUBJECT TO THE RESERVATION OF THE LAWS OF
ANOTHER JURISDICTION THAT MAY BE APPLICABLE TO ANY ISSUES RELATED TO PERFECTION OF ANY SALE HEREUNDER.

8.08.No Waiver; Cumulative Remedies.No failure to exercise and no delay in exercising, on the part of the
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.

8.09.Amendments and Waivers.Neither this Agreement nor any terms hereof may be amended, supplemented or
modified except in a writing signed by the Purchaser and the Originators and that otherwise complies with any applicable provision in the other Transaction Documents. Any amendment, supplement or
modification shall not be effective until the Rating Agency Condition has been satisfied.

8.10.Severability.Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

8.11.Notices.All notices, requests and demands to or upon the respective parties hereto to be effective shall
be in writing (including 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, addressed as

24

---

follows in the case of the Purchaser and the Originator, or to such other address as may be hereafter notified by the respective parties hereto:

|With respect to the Purchaser:   |  | Huntsman International LLC
500 Huntsman Way
Salt Lake City
Utah 84108
USA
|-------------------------------- |  | -------------------------------------------------------------------------
|                                 |  | Attention: Office of the General Counsel
Telecopy: 1 (801) 584-5782      
|Copy to:                         |  | Huntsman (Europe) BVBA
Everslaan 45
B-3078 Everberg
Belgium              
|                                 |  | Attention: Treasury Department
Telecopy: 32 2759 5501                    
|With respect to the Originators: |  | Tioxide Americas Inc.
500 Huntsman Way
Salt Lake City, Utah 84108
USA    
|                                 |  | Attention: Office of the General Counsel
Telecopy: 1 (801) 584-5782]     
|                                 |  |                                                                          

25

---

|Copy to:                     |  | Huntsman Propylene Oxide Ltd.
500 Huntsman Way
Salt Lake City, Utah 84108
USA                                      
|---------------------------- |  | -------------------------------------------------------------------------------------------------------------------
|                             |  | Attention: Office of General Counsel
Telecopy: 1 (801) 584-5782                                                    
|                             |  | Huntsman International Fuels L.P.
500 Huntsman Way
Salt Lake City, Utah 84108
USA                                  
|                             |  | Attention: Office of the General Counsel
Telecopy: 1 (801) 584-5782                                                
|                             |  | Huntsman (Europe) BVBA
Everslaan 45
B-3078 Everberg
Belgium                                                        
|                             |  | Attention: Treasury Department
Telecopy: 32 2759 5501                                                              
|                             |  | Huntsman Ethyleneamines Ltd.
3040 Post Oak Boulevard
Houston, TX 75201
USA                                         
|                             |  | Attention: Office of the General Counsel
Telecopy: 1 (801) 584-5782                                                
|With Respect to the Trustee: |  | J.P. Morgan Bank (Ireland) plc
Institutional Trust Services
International Financial Center, Floor 1
Dublin, Ireland
|                             |  | Attention: Mick Devane
Telecopy: 00 353 1 612 3139                                                                 

8.12.Counterparts.This Agreement may be executed by one or more of the parties to this Agreement on any number
of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by
all the parties shall be lodged with the Purchaser.

8.13.Submission to Jurisdiction; Service of Process.



26

---



8.14.No Bankruptcy Petition.



8.15.Termination.This Agreement will terminate at such time as (a) the commitment of the Purchaser to
accept a sale of Receivables from the Originators hereunder shall have terminated and (b) all Receivables have been collected, and the proceeds thereof turned over to the Purchaser and all
other amounts owing to the Purchaser hereunder shall have been paid in full or, if Receivables have not been collected, such Receivables have become Defaulted Receivables and the Purchaser shall have
completed its collection efforts in respect thereto;provided,however, that the indemnities of the
Originators to the Purchaser set forth in this Agreement shall survive such termination andprovided furtherthat, to the extent any amounts remain due
and owing to the Purchaser hereunder, the Purchaser shall remain entitled to receive any Collections on Receivables which have become Defaulted Receivables after it
shall have completed its collection efforts in respect thereof. Notwithstanding anything to the contrary contained herein, if at any time, any payment made by any Originator is rescinded or must be
restored or returned by the Purchaser as a result of any Insolvency Event with respect to such Originator then such Originator's obligations with respect to such payment shall be reinstated as though
such payment had never been made.

8.16.Responsible Officer Certificates; No Recourse.Any certificate executed and delivered by a Responsible
Officer of the Originators or the Purchaser pursuant to the terms of the Transaction Documents shall be executed by such Responsible Officer not in an individual capacity but solely in his or her
capacity as an officer of the Originators or the Purchaser, as applicable, and such Responsible Officer will not be subject to personal liability as to the matters contained in the certificate. A
director, officer, manager, employee, or member, as such, of the Originators or Purchaser shall not have liability for any obligation of the Originators or the Purchaser hereunder or under any
Transaction Document

27

---

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, employee, manager or member.

[SIGNATURES
COMMENCE ON NEXT PAGE]

28

---

IN
WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Receivables Purchase Agreement to be executed by their respective officers thereunto duly authorized, all as
of the day and year first above written.

| |  | HUNTSMAN INTERNATIONAL LLC,
as Purchaser                   
| |  | -----------------------------------------------------------
| |  | By:                                                        
| |  | TIOXIDE AMERICAS INC.,
as Seller and Originator            
| |  | By:                                                        
| |  | HUNTSMAN PROPYLENE OXIDE LTD.,
as Seller and Originator    
| |  | By:                                                        
| |  | HUNTSMAN INTERNATIONAL FUELS L.P.,
as Seller and Originator
| |  | By:                                                        
| |  | HUNTSMAN ETHYLENEAMINES LTD.,
as Seller and Originator     
| |  | By:                                                        

29

---



SCHEDULE 1 to the  U.S. Receivables Purchase Agreement

Form of Originator Daily Report

Huntsman Master TrustDaily Report

|                                           |                                                         | Report Date
02-Nov-00 |  | Activity Date
01-Nov-00 |  |  |  | 
|------------------------------------------ | ------------------------------------------------------- | --------------------- |  | ----------------------- |  |  |  | 
|
|Pool Activity                              |                                                         |                       |  |                         |  |  |  | 
|Beginning Receivables Balance              |                                                         |                       |  |                         |  |  |  | 
|                                           | Plus: FX Adjustment                                     |                       |  |                         |  |  |  | 
|                                           | Less: Aggregate Initial Collections                     |                       |  |                         |  |  |  | 
|                                           | Plus: New Sales                                         |                       |  |                         |  |  |  | 
|                                           | Less: Non-Contractual Dilutions                         |                       |  |                         |  |  |  | 
|                                           | Less: Timely Payment Discount Issued                    |                       |  |                         |  |  |  | 
|                                           | Less: Volume Rebate Issued                              |                       |  |                         |  |  |  | 
|                                           | Less: Write-Offs Prior to 60 days                       |                       |  |                         |  |  |  | 
|                                           | Less: Write-Offs Past to 60 days                        |                       |  |                         |  |  |  | 
|                                           | Less: Seller Adjustment/Payment Repurchased Receivables |                       |  |                         |  |  |  | 
|                                           | Less: Misdirected Receivables                           |                       |  |                         |  |  |  | 
|                                           | Plus: Mechanical Zero Offsets                           |                       |  |                         |  |  |  | 
|                                           | Plus: Other Adjustments                                 |                       |  |                         |  |  |  | 
|                                           |                                                         |                       |  |                         |  |  |  | 
|Ending Receivables Balance                 |                                                         |                       |  |                         |  |  |  | 
|                                           | Less: Defaulted Receivables                             |                       |  |                         |  |  |  | 
|                                           | Less: Obligor Overconcentration Amount                  |                       |  |                         |  |  |  | 
|                                           | Less: Country Overconcentration Amount                  |                       |  |                         |  |  |  | 
|                                           | Less: Commissions/Cash Discounts Accruals               |                       |  |                         |  |  |  | 
|                                           | Less: Volume Rebate Accruals                            |                       |  |                         |  |  |  | 
|                                           | Less: A/P Offsets                                       |                       |  |                         |  |  |  | 
|                                           |                                                         |                       |  |                         |  |  |  | 
|Aggregate Receivables Amount               |                                                         |                       |  |                         |  |  |  | 
|Series 2000-1 Servicer Advance Outstanding |                                                         |                       |  |                         |  |  |  | 
|Series 2000-1 Servicer Advance Outstanding |                                                         |                       |  |                         |  |  |  | 
|Beginning Invested %                       |                                                         |                       |  |                         |  |  |  | 
|Invested Amount                            |                                                         |                       |  |                         |  |  |  | 
|Adjusted Invested Amount                   |                                                         |                       |  |                         |  |  |  | 
|Required Subordinated Amount               |                                                         |                       |  |                         |  |  |  | 
|Target Receivables Amount                  |                                                         |                       |  |                         |  |  |  | 
|Allocated Receivables Amount               |                                                         |                       |  |                         |  |  |  | 
|Collateral Compliance                      |                                                         |                       |  |                         |  |  |  | 
|Series 2000-1 Purchase Price               |                                                         |                       |  |                         |  |  |  | 
|Ending Invested %                          |                                                         |                       |  |                         |  |  |  | 

1-1

---

Form of Daily Report

Part 2 of 4

|TOTAL USD EQUIVALENT                                 |  | 
|---------------------------------------------------- |  | 
|Daily Allocation of Collections                      |  | 
|Total Collections in the Trust Accounts              |  | 
|A/R Collections Allocated                            |  | 
|Servicer Advance                                     |  | 
|Total funds to allocate                              |  | 
|Deposit to Accrued Interest Subaccount               |  | 
|Deposit to Non-Principal Conc Subacc                 |  | 
|Deposit to Principal Conc Subacc (Servicer Advance)  |  | 
|Deposit to Servicer Account (Serv Advance Repayment) |  | 
|Deposit to repay Invested Amount                     |  | 
|Deposit to Company Receipts Account                  |  | 
|                                                     |  | 
|Total Allocated                                      |  | 
|US DOLLAR                                            |  | 
|Daily Allocation of Collections and Servicer Advance |  | 
|Total Collections in the Trust Accounts              |  | 
|A/R Collections Allocated                            |  | 
|Servicer Advance                                     |  | 
|Total funds to allocate                              |  | 
|Deposit to Accrued Interest Subaccount               |  | 
|Deposit to Non-Principal Conc Subacc                 |  | 
|Deposit to Principal Conc Subacc (Servicer Advance)  |  | 
|Deposit to Servicer Account (Serv Advance Repayment  |  | 
|Deposit to repay Invested Amount                     |  | 
|Deposit to Company Receipts Account                  |  | 
|                                                     |  | 
|Total Allocated                                      |  | 
|EURO                                                 |  | 
|Daily Allocation of Collections                      |  | 
|Total Collections in the Trust Accounts              |  | 
|A/R Collections Allocated                            |  | 
|Servicer Advance                                     |  | 
|Total funds to allocate                              |  | 
|Deposit to Accrued Interest Subaccount               |  | 
|Deposit to Non-Principal Conc Subacc                 |  | 
|Deposit to Principal Conc Subacc (Servicer Advance)  |  | 
|Deposit to Servicer Account (Serv Advance Repayment) |  | 
|Deposit to repay Invested Amount                     |  | 
|Deposit to Company Receipts Account                  |  | 
|                                                     |  | 
|Total Allocated                                      |  | 
|STERLING                                             |  | 
|Daily Allocation of Collections                      |  | 
|Total Collections in the Trust Accounts              |  | 
|A/R Collections Allocated                            |  | 
|Servicer Advance                                     |  | 
|Total funds to allocate                              |  | 
|Deposit to Accrued Interest Subaccount               |  | 
|Deposit to Non-Principal Conc Subacc                 |  | 
|Deposit to Principal Conc Subacc (Servicer Advance)  |  | 
|Deposit to Servicer Account (Serv Advance Repayment  |  | 
|Deposit to repay Invested Amount                     |  | 
|Deposit to Company Receipts Account                  |  | 
|                                                     |  | 
|Total Allocated                                      |  | 

1-2

---

Form of Daily Report

Part 3 of 4

|Ratios                             |  |     |  |    
|---------------------------------- |  | --- |  | ---
|Series 2000-2 Class A Ratio        |  | N/A |  |    
|Series 2000-2 Class B Ratio        |  | N/A |  |    
|Series 2000-1 Ratio                |  |     |  | N/A
|Series Carrying Cost Reserve Ratio |  |     |  |    
|Servicing Reserve Ratio            |  |     |  |    
|Series 2000-1 Percentage Factor    |  |     |  | N/A
|Period Type                        |  |     |  |    

|TOTAL USD EQUIVALENT                                               |  |                                                            
|------------------------------------------------------------------ |  | -----------------------------------------------------------
|Series 2000-1 Accrued Interest                                     |  | Series 2000-2 Accrued Interest                             
|Beginning Balance                                                  |  | Beginning Balance                                          
|Deposit                                                            |  | Deposit                                                    
|Withdrawal                                                         |  | Withdrawal                                                 
|Ending Balance                                                     |  | Ending Balance                                             
|Series 2000-1 Non-Principal Collections                            |  | Series 2000-2 Non-Principal Collection                     
|Beginning Balance                                                  |  | Beginning Balance                                          
|DepositCollections                                                |  | DepositCollections                                        
|DepositInterest Income                                            |  | DepositInterest Income                                    
|Withdrawal                                                         |  | Withdrawal                                                 
|Ending Balance Ending Balance                                      |  |                                                            
|Series 2000-1 Principal Collections                                |  | Series 2000-2 Principal Collection                         
|Beginning Balance                                                  |  | Beginning Balance                                          
|Depositfunds from Collection Account                              |  | Deposit                                                    
|DepositServicer Advance                                           |  | Withdrawal                                                 
|WithdrawalServicer Advance Repayment                              |  |                                                            
|WithdrawalTranche 1 Repayment                                     |  |                                                            
|WithdrawalTranche 2 Repayment                                     |  |                                                            
|WithdrawalFunds to the Company Receipts                           |  |                                                            
|Accounts                                                           |  |                                                            
|Ending Balance                                                     |  | Ending Balance                                             
|US DOLLAR                                                          |  |                                                            
|Series 2000-1 USD Accrued Interest Subaccount (7971071613)         |  | Series 2000-2 USD Accrued Interest Subaccount [xxx]        
|Beginning Balance                                                  |  | Beginning Balance                                          
|Deposit                                                            |  | Deposit                                                    
|Withdrawal                                                         |  | Withdrawal                                                 
|Ending Balance                                                     |  | Ending Balance                                             
|Series 2000-1 USD Non-Principal Collection Subaccount (7971071621) |  | Series 2000-2 USD Non-Principal Collection Subaccount [xxx]
|Beginning Balance                                                  |  | Beginning Balance                                          
|DepositCollections                                                |  | DepositCollections                                        
|DepositInterest Income                                            |  | DepositInterest Income                                    
|Withdrawal                                                         |  | Withdrawal                                                 
|Ending Balance                                                     |  | Ending Balance                                             
|Series 2000-1 USD Principal Collection Subaccount (7971071639)     |  | Series 2000-2 USD Principal Collection Subaccount [xxx]    
|Beginning Balance                                                  |  | Beginning Balance                                          
|Depositfunds from Collection Account                              |  | Deposit                                                    
|DepositServicer Advance                                           |  | Withdrawal                                                 
|WithdrawalServicer Advance Repayment                              |  |                                                            
|WithdrawalTranche 1 Repayment                                     |  |                                                            
|WithdrawalTranche 2 Repayment                                     |  |                                                            
|WithdrawalFunds to the Company Receipts Account                   |  |                                                            
|Ending Balance                                                     |  | Ending Balance                                             

1-3

---

Form of Daily Report

Part 4 of 4

|                                                                    |  |                                                             
|------------------------------------------------------------------- |  | ------------------------------------------------------------
|EURO                                                                |  |                                                             
|Series 2000-1 Euro Accrued Interest Subaccount (7971071647)         |  | Series 2000-2 Euro Accrued Interest Subaccount [xxx]        
|Beginning Balance                                                   |  | Beginning Balance                                           
|Deposit                                                             |  | Deposit                                                     
|Withdrawal                                                          |  | Withdrawal                                                  
|Ending Balance                                                      |  | Ending Balance                                              
|Series 2000-1 Euro Non-Principal Collection Subaccount (7971071654) |  | Series 2000-2 Euro Non-Principal Collection Subaccount [xxx]
|Beginning Balance                                                   |  | Beginning Balance                                           
|DepositCollections                                                 |  | DepositCollections                                         
|DepositInterest Income                                             |  | DepositInterest Income                                     
|Withdrawal                                                          |  | Withdrawal                                                  
|Ending Balance Ending Balance                                       |  |                                                             
|Series 2000-1 Euro Principal Collection Subaccount (7971071662)     |  | Series 2000-2 Euro Principal Collection Subaccount [xxx]    
|Beginning Balance                                                   |  | Beginning Balance                                           
|Depositfunds from Collection Account                               |  | Deposit                                                     
|DepositServicer Advance                                            |  | Withdrawal                                                  
|WithdrawalServicer Advance Repayment                               |  |                                                             
|WithdrawalTranche 1 Repayment                                      |  |                                                             
|WithdrawalTranche 2 Repayment                                      |  |                                                             
|WithdrawalFunds to the Company                                     |  |                                                             
|Receipts Accounts                                                   |  |                                                             
|Ending Balance                                                      |  | Ending Balance                                              
|STERLING                                                            |  |                                                             
|Series 2000-1 GBP Accrued Interest Subaccount (7971071670)          |  | Series 2000-2 GBP Accrued Interest Subaccount [xxx]         
|Beginning Balance                                                   |  | Beginning Balance                                           
|Deposit                                                             |  | Deposit                                                     
|Withdrawal                                                          |  | Withdrawal                                                  
|Ending Balance                                                      |  | Ending Balance                                              
|Series 2000-1 GBP Non-Principal Collection Subaccount (7971071688)  |  | Series 2000-2 GBP Non-Principal Collection Subaccount [xxx] 
|Beginning Balance                                                   |  | Beginning Balance                                           
|DepositCollections                                                 |  | DepositCollections                                         
|DepositInterest Income                                             |  | DepositInterest Income                                     
|Withdrawal                                                          |  | Withdrawal                                                  
|Ending Balance                                                      |  | Ending Balance                                              
|Series 2000-1 GBP Principal Collection Subaccount (7971071696)      |  | Series 2000-2 GBP Principal Collection Subaccount [xxx]     
|Beginning Balance                                                   |  | Beginning Balance                                           
|Depositfunds from Collection Account                               |  | Deposit                                                     
|DepositServicer Advance                                            |  | Withdrawal                                                  
|WithdrawalServicer Advance Repayment                               |  |                                                             
|WithdrawalTranche 1 Repayment                                      |  |                                                             
|WithdrawalTranche 2 Repayment                                      |  |                                                             
|WithdrawalFunds to the Company                                     |  |                                                             
|Receipts Account                                                    |  |                                                             
|Ending Balance                                                      |  | Ending Balance                                              

The
undersigned, an Officer of Huntsman (Europe) B.V.B.A, as Master Servicer, certifies that the information set forth above is true and correct and it has performed in all material
respects all of its obligations as Servicer under the Pooling and Servicing Agreements required to be performed as of the date hereof.

Names:
Title:
Date:

1-4

---



SCHEDULE 2 to the  U.S. Receivables Purchase Agreement

Form of Solvency Certificate

|To:        |  | Huntsman International LLC
500 Huntsman Way
Salt Lake City
Utah 84108
|---------- |  | ---------------------------------------------------------------------
|Attention: |  | General Counsel                                                      
|Copy to:   |  | J.P. Morgan Bank (Ireland) plc, as Trustee                           
|Attention: |  | Padraic Dougherty                                                    
|Facsimile: |  | 00 353 1 612 5777                                                    

I,                        ,
a duly elected director/manager of [Tioxide Americas Inc.], [Huntsman Propylene Oxide Ltd.],
[Huntsman International Fuels L.P.], [Huntsman Ethyleneamines Ltd.] (the "Originator") hereby
certify (in my capacity as a director/manager of the Originator) in connection with the sale of certain Receivables on the date hereof to the Purchaser (as defined herein) pursuant to that certain
Amended and Restated Receivables Purchase Agreement dated as of October 21, 2002 (the "Receivables Purchase
Agreement"), between the Originator, and Huntsman International LLC, as purchaser (the "Purchaser") as follows:

The
fair value of the assets of the Originator at a fair valuation exceeds the debts and liabilities (whether subordinated, contingent or otherwise) of the Originator. The assets of the
Originator do not constitute unreasonably small capital to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted. The present fair saleable
value of the property of the Originator will be greater than the amount that will be required to pay the probable liability of the Originator on its debts and other liabilities, subordinated,
contingent or otherwise, as such debts and other liabilities become absolute and matured. The Originator does not intend to, or believe that it will, incur debts beyond its ability to pay such debts
as they mature, taking into account the timing of and amounts of cash to be received by the Originator and the timing of the amounts of cash to be payable on or in respect of its Indebtedness. The
Originator does not contemplate the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar
official in respect of the Originator or any of its assets or revenue.

Capitalized
terms used herein but not otherwise defined shall have the respective meanings assigned to such terms in Annex X to the Pooling Agreement.

2-1

---

IN WITNESS WHEREOF, I have signed and delivered this solvency certificate this            day of
[        ].

|[TIOXIDE AMERICAS INC.]             |  |             
|----------------------------------- |  | ------------
|By:                                 |  | Name:
Title:
|[HUNTSMAN PROYLENE OXIDE LTD.]      |  |             
|By:                                 |  | Name:
Title:
|[HUNTSMAN INTERNATIONAL FUELS L.P.] |  |             
|By:                                 |  | Name:
Title:
|[Huntsman Ethyleneamines Ltd.]      |  |             
|By:                                 |  | Name:
Title:

2-2

---



SCHEDULE 3 to the  U.S. Receivables Purchase Agreement

Location of Books and Records

Tioxide
Americas Inc.
Esplanade at Locus Point
2001 Butterfield Road
Suite 601
Downers Grove, Illinois 60515
USA

Huntsman
Propylene Oxide Ltd.
3040 Post Oak Boulevard
Houston, Texas 77056
USA

Huntsman
International Fuels, L.P.
3040 Post Oak Boulevard
Houston, Texas 77056
USA

Huntsman
Ethyleneamines Ltd.
3040 Post Oak Boulevard
Houston, Texas 75201
USA

3-1

---



SCHEDULE 4 to the  U.S. Receivables Purchase Agreement

Chief Executive Office

Tioxide
Americas Inc.
Esplanade at Locus Point
2001 Butterfield Road
Suite 601
Downers Grove, Illinois 60515
USA

Huntsman
Propylene Oxide Ltd.
3040 Post Oak Boulevard
Houston, Texas 77056
USA

Huntsman
International Fuels, L.P.
3040 Post Oak Boulevard
Houston, Texas 77056
USA

Huntsman
Ethyleneamines Ltd.
3040 Post Oak Boulevard
Houston, Texas 75201
USA

4-1

---



SCHEDULE 5 to the  U.S. Receivables Purchase Agreement

Legal and Other Business Names

|Originator:
Legal Name             |  | Other Business Names
|---------------------------------- |  | --------------------
|Tioxide Americas Inc.              |  | None                
|Huntsman Propylene Oxide Ltd.      |  | None                
|Huntsman International Fuels, L.P. |  | None                
|Huntsman Ethyleneamines Ltd.       |  | None                

5-1

---



SCHEDULE 6 to the  U.S. Receivables Purchase Agreement

Identification of (A) Company Concentration Accounts, (B) Series Concentration Accounts,
(C) Collection Accounts and Master Collection, and
(D) Company Receipts Accounts

|CONCENTRATION ACCOUNTS            
|----------------------------------
|
|Chase Manhattan Bank (Ireland) plc
|Chase Manhattan Bank (Ireland) plc
|Chase Manhattan Bank (Ireland) plc

|SERIES 2000-1 ACCRUED INTEREST SUBACCOUNTS
|------------------------------------------
|
|Chase Manhattan Bank (Ireland) plc        
|Chase Manhattan Bank (Ireland) plc        
|Chase Manhattan Bank (Ireland) plc        

6-1

---

|SERIES 2000-1 NON-PRINCIPAL CONCENTRATION SUBACCOUNTS
|-----------------------------------------------------
|
|Chase Manhattan Bank (Ireland) plc                   
|Chase Manhattan Bank (Ireland) plc                   
|Chase Manhattan Bank (Ireland) plc                   

|SERIES 2000-1 PRINCIPAL CONCENTRATION SUBACCOUNTS
|-------------------------------------------------
|
|Chase Manhattan Bank (Ireland) plc               
|Chase Manhattan Bank (Ireland) plc               
|Chase Manhattan Bank (Ireland) plc               



|COLLECTION ACCOUNTS
|-------------------
|
|HICI Holland       
|HICI Holland       

6-2

---

|HICI Holland |  | ABN      |  | Dublin    |  | ABN AMRO Bank Ireland N.V.
ABN AMRO House
1 Dublin
Ireland
SWIFT: ABNAIE2D                                      |  | 50058584            |  | Euro          
|------------ |  | -------- |  | --------- |  | --------------------------------------------------------------------------------------------------------------- |  | ------------------- |  | --------------
|HICI Holland |  | ABN      |  | Brussels  |  | ABN AMRO Bank Belgium N.V.
Regentlaan 53
1000 Brussels
Belgium
SWIFT: ABNABEBR                                  |  | 720-5406425-45      |  | Euro          
|HICI Holland |  | ABN      |  | Frankfurt |  | ABN AMRO Bank Germany A.G.
Postfach 100138
60001 Frankfurt
Germany
SWIFT: ABNADEFFFRA                           |  | 1072131/005         |  | Euro          
|HICI Holland |  | ABN      |  | Paris     |  | ABN AMRO BANK FRANCE 3, Avenue Hoche
75008 Paris
France
SWIFT: ABNAFRPP                                         |  | 18739
0020007255243 |  | Euro          
|HICI Holland |  | ABN      |  | Milan     |  | ABN AMRO Bank Italy N.V.
Casella Postale 928
20101 Milan
Italy
SWIFT: ABNAITMM                                  |  | 3060497             |  | Euro          
|HICI Holland |  | ABN      |  | Madrid    |  | ABN AMRO Bank N.V.
Edificio Beatriz, 5th Floor
c/Jose Ortega y Gasset, 29 28006 Madrid
Spain SWIFT: ABNAESMMXXX |  | 100017878           |  | Euro          
|HICI Holland |  | ABN      |  | London    |  | ABN AMRO BANK UNITED
KINGDOM N.V.
101 Moorgate
EC2M 6SB London
United Kingdom
SWIFT: ABNAGB2L                   |  | 40077829            |  | Pound Sterling
|HICI Holland |  | Citibank |  | Dublin    |  | Citibank N.A.
IFSC House
Custom House Quay
Dublin 1
Ireland SWIFT: CITIIE2X                                     |  | 7551029             |  | Euro          
|HICI Holland |  | Citibank |  | Dublin    |  | Citibank N.A.
IFSC House
Custom House Quay
Dublin 1
Ireland
SWIFT: CITIIE2X                                     |  | 7551002             |  | IEP           

6-3

---

|HICI Holland |  | Citibank |  | Brussels  |  | Citibank International
Boulevard Général Jaques 263 g
B-1050 Brussels
Belgium
SWIFT: CITIBEBX                             |  | 570 6169255 16     |  | Euro
|------------ |  | -------- |  | --------- |  | ------------------------------------------------------------------------------------------------------------------------- |  | ------------------ |  | ----
|HICI Holland |  | Citibank |  | Brussels  |  | Citibank International
Boulevard Général Jaques 263 g
B-1050 Brussels
Belgium
SWIFT: CITIBEBX                             |  | 570-6169203-61     |  | BEF 
|HICI Holland |  | Citibank |  | Frankfurt |  | Citibank Aktiengesellshaft
Neue Mainzerstrasse 75
60311 Frankfurt
Postfach 110333
60038 Frankfurt
Germany
SWIFT: CITIDEFF |  | 021 2307 017       |  | Euro
|HICI Holland |  | Citibank |  | Frankfurt |  | Citibank Aktiengesellshaft
Neue Mainzerstrasse 75
60311 Frankfurt
Postfach 110333
60038 Frankfurt
Germany
SWIFT: CITIDEFF |  | 021 2307 009       |  | DEM 
|HICI Holland |  | Citibank |  | Paris     |  | Citibank N.A.
Citicenter
19 le Parvis
92073 Paris La Défense
France
SWIFT: CITIFRPP                                       |  | 0652064 027 RIB 60 |  | Euro
|HICI Holland |  | Citibank |  | Paris     |  | Citibank N.A.
Citicenter
19 le Parvis
92073 Paris La Défense
France
SWIFT: CITIFRPP                                       |  | 0652064 019 RIB 84 |  | FF  
|HICI Holland |  | Citibank |  | Milan     |  | Citibank N.A.
Foro Buonaparte 16-20121 Milano
Via Abruzzi, 2/4-00187 Roma
Italy
SWIFT: CITIITMM                           |  | 0114305 022        |  | Euro
|HICI Holland |  | Citibank |  | Milan     |  | Citibank N.A.
Foro Buonaparte 16-20121 Milano
Via Abruzzi, 2/4-00187 Roma
Italy
SWIFT: CITIITMM                           |  | 0114305 014        |  | ITL 
|HICI Holland |  | Citibank |  | Madrid    |  | Citibank N.A.
José Ortega y Gasset, 29
28006 Madrid
Spain
SWIFT: CITIES2X                                                 |  | 50754-014          |  | Euro

6-4

---

|HICI Holland                         |  | Citibank |  | Madrid    |  | Citibank N.A.
José Ortega y Gasset, 29
28006 Madrid
Spain
SWIFT: CITIES2X                      |  | 50754-006           |  | ESP           
|------------------------------------ |  | -------- |  | --------- |  | ---------------------------------------------------------------------------------------------- |  | ------------------- |  | --------------
|HICI Holland                         |  | Citibank |  | London    |  | SWIFT: CITIGB2LXXX                                                                             |  | 8,301,212           |  | Euro          
|HICI Holland                         |  | Citibank |  | London    |  | SWIFT: CITIGB2LXXX                                                                             |  | 8,018,162           |  | Pound Sterling
|HICI Holland                         |  | Citibank |  | Amsterdam |  | Citibank N.A.
PO box 23445
1100 DX Amsterdam Z.O.
The Netherlands
SWIFT: CITINL2X              |  | 266,054,625         |  | Euro          
|HICI Holland                         |  | Citibank |  | Amsterdam |  | Citibank N.A.
PO box 23445
1100 DX Amsterdam Z.O.
The Netherlands
SWIFT: CITINL2X              |  | 266,048,331         |  | NLG           
|HICI Holland                         |  | Citibank |  | New York  |  | SWIFT: CITIUS33XXX                                                                             |  | 40,694,027          |  | US Dollars    
|Huntsman
(Petrochemicals)
UK Limited |  | ABN      |  | Rotterdam |  | ABN AMRO Bank Netherlands N.V.
Coolsingel 119
3012EG Rotterdam
The Netherlands
SWIFT: ABNANL2R |  | 574,927,247         |  | Euro          
|Huntsman
(Petrochemicals)
UK Limited |  | ABN      |  | Rotterdam |  | ABN AMRO Bank Netherlands N.V.
Coolsingel 119
3012EG Rotterdam
The Netherlands
SWIFT: ABNANL2R |  | 543,325,539         |  | US Dollars    
|Huntsman
(Petrochemicals)
UK Limited |  | ABN      |  | Brussels  |  | ABN AMRO Bank Belgium N.V.
Regentlaan 53
1000 Brussels
Belgium
SWIFT: ABNABEBR                 |  | 720-5406259-73      |  | Euro          
|Huntsman
(Petrochemicals)
UK Limited |  | ABN      |  | Paris     |  | ABN AMRO BANK FRANCE
3, Avenue Hoche
75008 Paris
France
SWIFT: ABNAFRPP                        |  | 18739
0020007256019 |  | Euro          
|Huntsman
(Petrochemicals)
UK Limited |  | ABN      |  | London    |  | ABN AMRO BANK UNITED
KINGDOM N.V.
101 Moorgate
EC2M 6SB London
United Kingdom
SWIFT: ABNAGB2L  |  | 040078728           |  | Euro          
|Huntsman
(Petrochemicals)
UK Limited |  | ABN      |  | London    |  | ABN AMRO BANK UNITED
KINGDOM N.V.
101 Moorgate
EC2M 6SB London
United Kingdom
SWIFT: ABNAGB2L  |  | 40,041,077          |  | Pound Sterling

6-5

---

|Huntsman
(Petrochemicals)
UK Limited |  | ABN    |  | Frankfurt |  | ABN AMRO Bank Germany A.G.
Postfach 100138
60001 Frankfurt
Germany
SWIFT: ABNADEFFFRA                          |  | 1,072,101,009 |  | Euro          
|------------------------------------ |  | ------ |  | --------- |  | -------------------------------------------------------------------------------------------------------------- |  | ------------- |  | --------------
|Tioxide UK                           |  | ABN    |  | Rotterdam |  | ABN AMRO Bank Netherlands N.V.
Coolsingel 119
3012EG Rotterdam
The Netherlands
SWIFT: ABNANL2R                 |  | 569,064,694   |  | Euro          
|Tioxide UK                           |  | ABN    |  | Rotterdam |  | ABN AMRO Bank Netherlands N.V.
Coolsingel 119
3012EG Rotterdam
SWIFT: ABNANL2R                                 |  | 569,064,856   |  | US Dollars    
|Tioxide UK                           |  | ABN    |  | London    |  | ABN AMRO BANK UNITED
KINGDOM N.V.
101 Moorgate
EC2M 6SB London
United Kingdom
SWIFT: ABNAGB2L                  |  | 40,079,317    |  | Pound Sterling
|Tioxide UK                           |  | Lloyds |  | Kent      |  | Lloyds TSB Bank
PO Box 72 Bailey Drive
Gillingham Business Park
ME8 OLS Kent
United Kingdom
SWIFT: LOYDGB2LCTY |  | 59,029,504    |  | Euro          
|Tioxide UK                           |  | Lloyds |  | Kent      |  | Lloyds TSB Bank
PO Box 72 Bailey Drive
Gillingham Business Park
ME8 OLS Kent
United Kingdom
SWIFT: LOYDGB2LCTY |  | 23,094,811    |  | Euro          
|Tioxide UK                           |  | Lloyds |  | Kent      |  | Lloyds TSB Bank
PO Box 72 Bailey Drive
Gillingham Business Park
ME8 OLS Kent
United Kingdom
SWIFT: LOYDGB2LCTY |  | 27,046,439    |  | Euro          
|Tioxide UK                           |  | Lloyds |  | Kent      |  | Lloyds TSB Bank
PO Box 72 Bailey Drive
Gillingham Business Park
ME8 OLS Kent
United Kingdom
SWIFT: LOYDGB2LCTY |  | 11,031,627    |  | US Dollars    
|Tioxide UK                           |  | Lloyds |  | Kent      |  | Lloyds TSB Bank
PO Box 72 Bailey Drive
Gillingham Business Park
ME8 OLS Kent
United Kingdom
SWIFT: LOYDGB2LCTY |  | 31,981        |  | Pound Sterling

6-6

---

|Tioxide UK                                                              |  | Lloyds                                         |  | Kent        |  | Lloyds TSB Bank
PO Box 72 Bailey Drive
Gillingham Business Park
ME8 OLS Kent
United Kingdom
SWIFT: LOYDGB2LCTY |  | 1,726,973                    |  | Pound Sterling
|----------------------------------------------------------------------- |  | ---------------------------------------------- |  | ----------- |  | -------------------------------------------------------------------------------------------------------------- |  | ---------------------------- |  | --------------
|HHuntsman ICI
Chemicals PO
Division
(Propylene Oxide
Limited)           |  | Bank of America (NationsBank Platform Atlanta) |  | Dallas, TX  |  | P.O. Box 831000
Dallas, Tx 75283-1000
United States
SWIFT: NABKUS3AATL                                         |  | 3751602152
Lockbox No 406153 |  | US Dollars    
|HHuntsman ICI
Chemicals PO Division (Huntsman International Fuels L.P.) |  | Bank of America                                |  | Concord, CA |  | 1850 Gateway Blvd.
Concord, CA. 94520
SWIFT: BOFAUS6S                                                          |  | 1233934457                   |  | US Dollars    
|Huntsman ICI
Chemicals PU Division (Huntsman International LLC)         |  | Bank of America                                |  | Chicago     |  | 231 South La Salle Street
Chicago, Il 60604
SWIFT: BOFAUS44                                                    |  | 8188312750 Lockbox No: 3561  |  | US Dollars    
|Tioxide Americas Inc.                                                   |  | Bank of America                                |  | Chicago     |  | 231 South La Salle Street
Chicago, Il 60604
SWIFT: BOFAUS44                                                    |  | 8188802881
Lockbox No: 91615 |  | US Dollars    
|                                                                        |  |                                                |  |             |  | [PLEASE PROVIDE ACCOUNT INFORMATION FOR ALL NEW ORIGINATORS]                                                   |  |                              |  |               

|MASTER COLLECTION ACCOUNTS
|--------------------------
|
|ABN                       
|ABN                       
|ABN                       

6-7

---

|COMPANY RECEIPTS ACCOUNTS
|-------------------------
|
|ABN                      
|ABN                      
|ABN                      

6-8

---



SCHEDULE 7 to the  U.S. Receivables Purchase Agreement

Form of Admission of Additional Originator

|To:        |  | Huntsman Receivables Finance LLC
c/o Huntsman International LLC
500 Huntsman Way
Salt Lake City
Utah 84108                
|---------- |  | --------------------------------------------------------------------------------------------------------------------------
|Attention: |  | General Counsel                                                                                                           
|Copy to:   |  | J.P. Morgan Bank (Ireland) plc, as Trustee
Chase Manhattan House
International Financial Services Centre
Dublin 1, Ireland
|Attention: |  | Bryan Wickware                                                                                                            

ADMISSION OF ADDITIONAL ORIGINATOR

Pursuant to the Amended and Restated U.S. Receivables Purchase Agreement dated as of October 21, 2002 (the "U.S. Receivables Purchase Agreement") among
Huntsman International LLC, as Purchaser, Tioxide Americas Inc., Huntsman Propylene Oxide Ltd., Huntsman International Fuels L.P. and Huntsman Ethyleneamines Ltd., each as a
Seller and an Originator (collectively, the "Originators"):

7-1

---



The chief executive office of the Additional Originator for the purposes of Section 4.01(n)(ii) of the Contribution Agreement and location of records concerning the Receivables for the purposes of Section 4.01(n)(i) of
the U.S. Receivables Purchase Agreement.

The account for the purposes of Section 8.01 of the U.S. Receivables Agreement

The address for service of notices for the purposes of Section 8.10 of the U.S. Receivables Purchase Agreement






7-2

---



|[ADDITIONAL ORIGINATOR]                     |  | 
|------------------------------------------- |  | 
|By:                                         |  | 
|Address:                                    |  | 
|Attention:                                  |  | 
|Telefax:                                    |  | 
|Date:                                       |  | 
|AGREED TO BY:                               |  | 
|HUNTSMAN RECEIVABLES FINANCE LLC as Company |  | 
|By:                                         |  | 

7-3

---

QuickLinks