**Exhibit 10.40**

 

**EXECUTION COPY**

 

**FIFTH AMENDMENTdated as of March 14, 2006**

** **

**between**

** **

**HUNTSMAN RECEIVABLES FINANCE LLC,**asCompany

** **

**HUNTSMAN (EUROPE), BVBA,**asMaster Servicer

** **

**JPMORGAN CHASE BANK, N.A.**asFunding Agent

** **

**and**

** **

**J.P. MORGAN (IRELAND) plc,**asTrustee

** **

**SERIES 2000-1 SUPPLEMENTDated as of December 21, 2000**

 

**SIDLEY AUSTIN**

WOOLGATE EXCHANGE

25 BASINGHALL STREET

LONDON EC2V 5HA

TELEPHONE 020 7360 3600

FACSIMILE 020 7626 7937

REF:  DDD/30508-30240

 

----

 

THISFIFTH AMENDMENT, dated as of March 14, 2006 (the “Amendment”)between Huntsman Receivables Finance LLC (the “Company”), a Delaware limitedliability company, Huntsman (Europe) BVBA (the “Master Servicer”), JPMorganChase Bank, N.A., successor-in-interest to The Chase Manhattan Bank, as fundingagent for the Series 2000-1 Purchasers (the “Funding Agent”) and J.P.Morgan (Ireland) plc, successor-in-interest to Chase Manhattan Bank (Ireland) plc,as trustee (the “Trustee”) modifies the Series 2000-1 Supplement datedas of December 21, 2000, as amended from time to time (the “Supplement”),which supplements the Amended and Restated Pooling Agreement, dated as of June 26,2001, as amended from time to time (the “Pooling Agreement” and,together with the Supplement, the “Agreement”) between the Company, theMaster Servicer and the Trustee.

 

WHEREAS,the parties hereto (the “Parties”) wish to amend the Supplement;

 

WHEREAS, pursuant to Series 2000-1Transfer Supplement, dated April 16, 2004, Park Avenue Receivables CompanyLLC assigned its rights obligations and commitment under the Agreement toJupiter Securitization Corporation;

 

WHEREAS,Section 10.01 of the Pooling Agreement permits the amendment of theSupplement upon the terms and conditions specified therein;

 

WHEREAS,Section 11.07(b) of the Supplement permits the amendment ofthe Supplement with the prior written notice to and written consent of theFunding Agent and all the Series 2000-1 Purchasers to add any provisionsto or change, in any manner, any of the provisions of the Supplement;

 

WHEREAS,the prior written consent of the Funding Agent is a condition to theeffectiveness of this Amendment; and

 

WHEREAS,the Parties have provided prior written notice of the Amendment to the Series 2000-1Rating Agencies in accordance with the requirements of Section 11.07(c)(ii) ofthe Supplement;

 

NOW,THEREFORE, the Parties agree that the Supplement is hereby amended effective asof the date hereof and the Parties agree hereto as follows:

 

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

#  

# Section 2.                                            Amendment.

#  

## (a)                                  Section 5.02 of the Supplement is hereby amended by deletingthe phrase “March 31, 2006” and replacing such phrase with “September 30,2006”.

##  

# Section 3.                                            Ratification of Supplement. The Supplement, as amended hereby, is in allrespects ratified and confirmed.

#  

# Section 4.                                            Waiver of Notice by Funding Agent. The Funding Agent hereby waives any priornotice and any notice period that may be required in connection with the executionof this Amendment by the Pooling Agreement or the Supplement.

#  

# Section 5.                                            Waiver of Notice by All Parties. Each of the Parties waives any prior

 

----

 

# notice and any notice periodthat may be required by any other agreement or document in connection withthe execution of this Amendment.

#  

# Section 6.                                            **GOVERNING LAW**. **THIS AMENDMENT SHALL BEGOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKAPPLICABLE TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK,WITHOUT REFERENCE TO ANY CONFLICT OF LAW PRINCIPLES.**

#  

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

#  

# Section 8.                                            Headings. The headings of Sections contained in this Amendment are provided forconvenience only. They form no part of this Amendment or theSupplement and shall not affect the construction or interpretation of thisAmendment or Supplement or any provisions hereof or thereof.

#  

*[Remainder of Page Intentionally Left Blank]*

 

2

----

 

**IN WITNESS WHEREOF**, the parties hereto have executed this Amendment as of the date setforth on the first page hereof.

 
| **HUNTSMAN RECEIVABLES FINANCE  LLC**, |
|----------------------------------------|
| as Company                             |
|                                   |   |
| By:                                    | /s/  SEAN DOUGLAS |   |
|                                   | Name:  Sean Douglas |
|                                   | Title:  V.P. |

 
| **HUNTSMAN (EUROPE) BVBA**,  as Master Servicer |
|-------------------------------------------------|
|                                            |   |
| By:                                             | /s/  F. DE CANNIERE |   |
|                                            | Name:  F. de Canniere  Title: Director |

 
| **J.P. MORGAN (IRELAND) plc**,  not in its individual capacity but solely as Trustee |
|--------------------------------------------------------------------------------------|
|                                                                                 |   |
| By:                                                                                  | /s/  [Illegible] |   |
|                                                                                 | Name:  Title: |

 
| **JPMORGAN CHASE BANK, N.A.** ,  as Funding Agent |
|---------------------------------------------------|
|                                              |   |
| By:                                               | /s/  PEDRAM MAZAHERI |   |
|                                              | Name:  Pedram Mazaheri  Title:  Vice President |

 
| **CONSENTED AND ACKNOWLEDGED:**              |
|----------------------------------------------|
|                                         |   |
| **JPMORGAN CHASE BANK, N.A.** ,  as APA Bank |
| ** **                                   |
| By:                                          | /s/  PEDRAM MAZAHERI |   |
|                                         | Name:  Pedram Mazaheri  Title:  Vice President |

 
| **JUPITER SECURITIZATION  CORPORATION**,  As sole Series 2000-1 Purchaser |
|--------------------------------------------------------------------------------|
|                                                                           |   |
| By:                                                                            | /s/  PEDRAM MAZAHERI |   |
|                                                                           | Name:  Pedram Mazaheri  Title:  Authorized Signatory |

 

[SIGNATUREPAGE TO THE FIFTH AMENDMENT TO THE SERIES 2000-l SUPPLEMENT]

 

3

----