**Exhibit 10.2**

 

**Execution Copy**

 

**HUNTSMANMASTER TRUSTAMENDED AND RESTATEDSERIES 2000-1 SUPPLEMENT**

 

 

**Datedas of April 18, 2006**

** **

**to**

** **

**SECONDAMENDED AND RESTATED POOLING AGREEMENT**

** **

**Datedas of April 18, 2006**

** **

**Among**

** **

**HUNTSMANRECEIVABLES FINANCE LLC,**as Company

** **

**HUNTSMAN(EUROPE) BVBA,**as MasterServicer

** **

**JUPITERSECURITIZATION CORPORATION,**as the Existing Series 2000-1VFC Certificateholder

** **

**THESEVERAL FINANCIAL INSTITUTIONS PARTY HERETO AS FUNDING AGENTS,**

** **

**THESERIES 2000-1 CONDUIT PURCHASERS PARTY HERETO,**

** **

**THESEVERAL FINANCIAL INSTITUTIONS PARTY HERETOAS SERIES 2000-1 APA BANKS,**

** **

**J.P.MORGAN SECURITIES LTD.,**as Book Runnerand Mandated Lead Arranger

** **

**JPMORGANCHASE BANK, N.A.,**as AdministrativeAgent

** **

**and**

 

**J.P.MORGAN BANK (IRELAND) PLC,**as Trustee

 

 

**SIDLEY AUSTIN**

WOOLGATE EXCHANGE

25 BASINGHALL STREET

LONDON EC2V 5HA

TELEPHONE 020 7360 3600

FACSIMILE 020 7626 7937

REF:  //30508-30240

 

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**TABLE OFCONTENTS**

 
| ** **                                                                                                                | ** **                                                                                                                           | **Page No** |
|---------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------|------------------|
| ARTICLE I DEFINITIONS                                                                                                | 1                                                                                                                                    |
| SECTION 1.01                                                                                                         | Definitions                                                                                                                          | 1                |
| SECTION 1.02                                                                                                         | Other Definitional Provisions                                                                                                        | 2                |
|                                                                                                                      |                                                                                                                                 |             |
| ARTICLE II  DESIGNATION OF SERIES 2000-1 VFC CERTIFICATES; PURCHASE AND SALE OF THE  SERIES  2000-1 VFC CERTIFICATES | 3                                                                                                                                    |
| SECTION 2.01                                                                                                         | Designation                                                                                                                          | 3                |
| SECTION 2.02                                                                                                         | The Series 2000-1 VFC Certificates and Series 2000-1  Subordinated Interests                                               | 3                |
| SECTION 2.03                                                                                                         | Purchases of Interests in the Series 2000-1 VFC  Certificates and the Series 2000-1 Subordinated Interests                 | 4                |
| SECTION 2.04                                                                                                         | Delivery                                                                                                                             | 5                |
| SECTION 2.05                                                                                                         | Procedure for Initial Issuance and for Increasing the Series 2000-1  Invested Amount                                            | 6                |
| SECTION 2.06                                                                                                         | Sale by a Series 2000-1 Conduit Purchaser of its Series 2000-1  Purchaser Invested Amount to a Series 2000-1 APA Bank | 10               |
| SECTION 2.07                                                                                                         | Procedure for Decreasing the Series 2000-1 Invested  Amount                                                                     | 13               |
| SECTION 2.08                                                                                                         | Reductions of the Series 2000-1 Commitments                                                                                     | 15               |
| SECTION 2.09                                                                                                         | Interest; Fees                                                                                                                       | 16               |
| SECTION 2.10                                                                                                         | Indemnification by Huntsman International and the Company                                                                            | 17               |
| SECTION 2.11                                                                                                         | Inability to Determine Eurodollar Rate                                                                                               | 18               |
| SECTION 2.12                                                                                                         | Series 2000-1 FX Hedging Agreements                                                                                             | 19               |
| SECTION 2.13                                                                                                         | Notices, Reports, Directions by Master Servicer                                                                                      | 19               |
| SECTION 2.14                                                                                                         | Optional Termination by the Company                                                                                                  | 19               |
|                                                                                                                      |                                                                                                                                 |             |
| ARTICLE III ARTICLE III OF THE AGREEMENT                                                                        | 20                                                                                                                                   |
| SECTION 3.01                                                                                                         |                                                                                                                                 | 20               |

 

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| SECTION 3A.02                                                 | Establishment of Series 2000-1 Accounts                                                | 20     |
|--------------------------------------------------------------------|---------------------------------------------------------------------------------------------|--------|
| SECTION 3A.03                                                 | Daily Allocations                                                                           | 22     |
| SECTION 3A.04                                                 | Determination of Interest                                                                   | 25     |
| SECTION 3A.05                                                 | Determination of Series 2000-1 Monthly Principal                                       | 29     |
| SECTION 3A.06                                                 | Applications                                                                                | 30     |
|                                                               |                                                                                        |   |
| ARTICLE IV DISTRIBUTIONS AND REPORTS                          | 33                                                                                          |
| SECTION 4A.01                                                 | Distributions                                                                               | 33     |
| SECTION 4A.02                                                 | Daily Reports                                                                               | 33     |
| SECTION 4A.03                                                 | Reports and Notices                                                                         | 33     |
|                                                               |                                                                                        |   |
| ARTICLE V ADDITIONAL SERIES 2000-1 EARLY AMORTIZATION  EVENTS | 34                                                                                          |
| SECTION 5.01                                                  | Additional Series 2000-1 Early Amortization Events                                     | 34     |
|                                                               |                                                                                        |   |
| ARTICLE VI SERVICING FEE                                      | 38                                                                                          |
| SECTION 6.01                                                  | Servicing Compensation                                                                      | 38     |
|                                                               |                                                                                        |   |
| ARTICLE VII CHANGE IN CIRCUMSTANCES                           | 38                                                                                          |
| SECTION 7.01                                                  | Illegality                                                                                  | 38     |
| SECTION 7.02                                                  | Requirements of Law                                                                         | 39     |
| SECTION 7.03                                                  | Taxes                                                                                       | 41     |
| SECTION 7.04                                                  | Indemnity                                                                                   | 45     |
| SECTION 7.05                                                  | Assignment of Series 2000-1 Commitments Under Certain  Circumstances; Duty to Mitigate | 46     |
| SECTION 7.06                                                  | Limitation                                                                                  | 47     |
|                                                               |                                                                                        |   |
| ARTICLE VIII COVENANTS; REPRESENTATIONS AND WARRANTIES        | 47                                                                                          |
| SECTION 8.01                                                  | Representations and Warranties of the Company and the  Master Servicer                      | 47     |
| SECTION 8.02                                                  | Covenants of the Company, the Master Servicer and Huntsman  International                   | 47     |
| SECTION 8.03                                                  | Negative Covenants of the Company and the Master Servicer                                   | 49     |
| SECTION 8.04                                                  | Obligations Unaffected                                                                      | 51     |

 

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| ARTICLE IX CONDITIONS PRECEDENT                       | 51                                                                                                                                          |
|------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------|
| SECTION 9.01                                          | Conditions Precedent to Effectiveness of Supplement.                                                                                        | 51 |
|                                                       |                                                                                                                                        |   |
| ARTICLE X THE ADMINISTRATIVE AGENT AND FUNDING AGENTS | 56                                                                                                                                          |
| SECTION 10.01                                         | Appointment.                                                                                                                                | 56 |
| SECTION 10.02                                         | Delegation of Duties                                                                                                                        | 57 |
| SECTION 10.03                                         | Exculpatory Provisions                                                                                                                      | 57 |
| SECTION 10.04                                         | Reliance by Administrative Agent and Funding Agents                                                                                         | 58 |
| SECTION 10.05                                         | Notice of Master Servicer Default or Series 2000-1  Early Amortization Event or Potential Series 2000-1 Early Amortization  Event | 58 |
| SECTION 10.06                                         | Non Reliance on Administrative Agent or Funding Agents and  Other Series 2000-1 Purchasers                                             | 59 |
| SECTION 10.07                                         | Indemnification                                                                                                                             | 60 |
| SECTION 10.08                                         | Administrative Funding and Funding Agent in Its Individual  Capacity                                                                        | 61 |
| SECTION 10.09                                         | Successor Administrative Agent and Funding Agent                                                                                            | 61 |
|                                                       |                                                                                                                                        |   |
| ARTICLE XI MISCELLANEOUS                              | 62                                                                                                                                          |
| SECTION 11.01                                         | Ratification of Agreement                                                                                                                   | 62 |
| SECTION 11.02                                         | Governing Law                                                                                                                               | 62 |
| SECTION 11.03                                         | Further Assurances                                                                                                                          | 62 |
| SECTION 11.04                                         | Payments                                                                                                                                    | 63 |
| SECTION 11.05                                         | Costs and Expenses                                                                                                                          | 63 |
| SECTION 11.06                                         | No Waiver; Cumulative Remedies                                                                                                              | 63 |
| SECTION 11.07                                         | Amendments                                                                                                                                  | 64 |
| SECTION 11.08                                         | Severability                                                                                                                                | 65 |
| SECTION 11.09                                         | Notices                                                                                                                                     | 65 |
| SECTION 11.10                                         | Successors and Assigns                                                                                                                      | 66 |
| SECTION 11.11                                         | Counterparts                                                                                                                                | 71 |
| SECTION 11.12                                         | Adjustments; Setoff                                                                                                                         | 71 |

 

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| SECTION 11.13                                                             | Limitation of Payments by the Company                                                                                                              | 72     |
|--------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| SECTION 11.14                                                             | No Bankruptcy Petition; No Recourse                                                                                                                | 72     |
| SECTION 11.15                                                             | Limitation on Addition of Approved Originators, Approved  Currency, Approved Obligors and a Successor Master Servicer; Mergers and  Consolidations | 73     |
| SECTION 11.16                                                             | Subordinated Loan                                                                                                                                  | 74     |
| SECTION 11.17                                                             | Limited Recourse                                                                                                                                   | 77     |
|                                                                           |                                                                                                                                               |   |
| ARTICLE XII FINAL DISTRIBUTIONS                                           | 78                                                                                                                                                 |
| SECTION 12.01                                                             | Certain Distributions                                                                                                                              | 78     |
|                                                                           |                                                                                                                                               |   |
| ARTICLE XIII ADMINISTRATIVE AGENT                                         | 78                                                                                                                                                 |
| SECTION 13.01                                                             | Administrative Agent.                                                                                                                              | 78     |
|                                                                           |                                                                                                                                               |   |
| SCHEDULE I Series 2000-1 Commitments                                 | 82                                                                                                                                                 |
| SCHEDULE II Series 2000-1 Concentration Accounts                     | 83                                                                                                                                                 |
| SCHEDULE III Series 2000-1 Definitions                               | 84                                                                                                                                                 |
| SCHEDULE IV Notices                                                       | 111                                                                                                                                                |
| EXHIBIT A-1 Form of Series 2000-1 U.S.  Dollar VFC Certificate  | 113                                                                                                                                                |
| EXHIBIT A-2 Form of Series 2000-1 Euro VFC  Certificate         | 121                                                                                                                                                |
| EXHIBIT B Form of Series 2000-1 Commitment  Transfer Supplement | 129                                                                                                                                                |
| EXHIBIT C Form of Administrative Questionnaire                       | 134                                                                                                                                                |
| EXHIBIT D Form of Daily Report                                       | 136                                                                                                                                                |
| EXHIBIT E Form of Monthly Settlement Report                          | 140                                                                                                                                                |
| EXHIBIT F Form of Increase/Decrease Notice                           | 141                                                                                                                                                |
| EXHIBIT G Form of Confidentiality Agreement                          | 144                                                                                                                                                |

 

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This Amendedand Restated Series 2000-1 SUPPLEMENT dated as of April 18, 2006 (asthe same may be amended, supplemented, restated or otherwise modified from timeto time, this “**Supplement**”), is made amongHuntsman Receivables Finance LLC (the “**Company**”), aDelaware limited liability company, Huntsman (Europe) BVBA (the “**Master Servicer**”), a company organized under the laws ofBelgium, Jupiter Securitization Corporation as the Existing Series 2000-1VFC Certificateholder, the conduit purchasers party hereto from time to time asSeries 2000-1 Conduit Purchasers (the “**Series 2000-1Conduit Purchasers**”), the several financial institutions partyhereto from time to time as Series 2000-1 APA banks (the “**Series 2000-1 APA Banks**”), the several financialinstitutions party hereto from time to time as funding agents (the “**Funding Agents**”), J.P. Morgan Securities Ltd., as BookRunner and Mandated Lead Arranger, JPMorgan Chase Bank, N.A., as administrativeagent (the “**Administrative Agent**”) and J.P.Morgan Bank (Ireland) plc, as trustee (the “**Trustee**”).

 

W I T N E S SE T H :

 

WHEREAS, theCompany, the Master Servicer and the Trustee (i) have entered into thePooling Agreement, dated as of December 21, 2000, as amended and restatedon June 26, 2001 and (ii) will enter into the Second Amended andRestated Pooling Agreement, dated as of April 18, 2006 (as in effect onthe date hereof and as the same may be amended, supplemented, restated orotherwise modified from time to time (the “**Agreement**”);

 

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

 

WHEREAS,pursuant to the Series 2000-1 Supplement dated as of December 21,2000 (the “**Existing Series 2000-1 Supplement**”)the Company, the Master Servicer, the Trustee, the “Series 2000-1 ConduitPurchasers” party thereto, and the “Series 2000-1 APA Banks” partythereto, and the other parties to the Existing Series 2000-1 Supplement,supplemented the Agreement to provide among other matters for the issuance of aVariable Funding Certificate; and

 

WHEREAS theCompany, the Master Servicer, the Trustee, the Series 2000-1 ConduitPurchasers, the Series 2000-1 APA Banks and the Funding Agents wish toamend and restate the Existing Series 2000-1 Supplement on the terms andconditions hereinafter set forth;

 

NOW,THEREFORE, in consideration of the premises and of the mutual covenants hereincontained, and other good and valuable consideration, the receipt andsufficiency of which are hereby expressly acknowledged, the parties heretoagree as follows:

 

 

**ARTICLE I**

 

**DEFINITIONS**

 

**SECTION 1.01****              Definitions.**

 

Capitalizedterms used herein shall unless otherwise defined or referenced herein, have themeanings assigned to such terms in **Annex X** (as amended,supplemented, restated or

 

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otherwisemodified from time to time) to the Pooling Agreement or **Schedule III**to this Supplement.

 

## **SECTION 1.02**                                                              Other Definitional Provisions.

 

### (a)                                  All terms defined or incorporated by reference in this Supplementshall have such defined meanings when used in any certificate or other documentmade or delivered pursuant hereto unless otherwise defined therein.

###  

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

###  

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

###  

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

###  

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

###  

### (f)                                    Any reference herein to a Schedule, Exhibit or Appendix to thisSupplement shall be deemed to be a reference to such Schedule, Exhibit orAppendix as it may be amended, modified or supplemented from time to time tothe extent that such Schedule, Exhibit or Appendix may be amended,modified or supplemented (or any term or provision of any Transaction Documentmay be amended that would have the effect of amending, modifying orsupplementing information contained in such Schedule, Exhibit or Appendix)in compliance with the terms of the Transaction Documents.

###  

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

###  

### (h)                                 The words “**include**”, “**includes**” or “**including**”shall be interpreted as if followed, in each case, by the phrase “withoutlimitation”.

 

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### (i)                                     References to the Series 2000-1 Supplement in any otherdocument or agreement inclusive of the Transaction Documents and RelatedDocuments (as such term is defined in the Base Indenture) shall be deemed to bereferences to this Supplement as amended and restated on the date hereof andall amendments and supplements hereto and all assignments hereof.

###  

# **ARTICLE II**

# ** **

# **DESIGNATION OF SERIES 2000-1 VFCCERTIFICATES; PURCHASE AND SALE OF THE SERIES 2000-1 VFC CERTIFICATES**

# ** **

## **SECTION 2.01**                                                              Designation.

## ** **

The InvestorCertificates and interests created and authorized pursuant to the Agreement andthis Supplement shall be designated as (i) the “**Series 2000-1U.S. Dollar VFC Certificates**” and the “**Series 2000-1Euro VFC Certificates**” (together, the “**Series 2000-1VFC Certificates**”) and (ii) subordinated interests as describedin **Section 2.02(b)**.

 

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

## ** **

### (a)                                  The Series 2000-1 VFC Certificates will represent fractionalundivided interests in the Participation and security interest granted by theCompany to the Trustee for the benefit of the Investor Certificateholders underthe Pooling Agreement, consisting of the right of the Series 2000-1 VFCCertificateholders to receive the distributions specified herein out of (i) theSeries 2000-1 Invested Percentage (expressed as a decimal) ofParticipation Amounts with respect to Collections received with respect to theReceivables and all other funds on deposit in the Collection Accounts and (ii) tothe extent such interests appear herein, all other funds on deposit in the Series 2000-1Accounts (collectively, the “**Series 2000-1 VFCCertificateholder Interests**”).

###  

### (b)                                 The Company will be entitled to receive, in consideration of thegrant of the Participation and security interest under the Agreement, thepayments specified herein from the funds on deposit in the Series 2000-1Accounts and any subaccounts thereof, in each case to the extent not requiredto be distributed to or for the benefit of the Series 2000-1 VFCCertificateholders (the “**Series 2000-1Subordinated Interests**”).  TheSeries 2000-1 VFC Certificateholders hereby authorize the Trustee to makethe payments referred to in the preceding sentence out of the funds on depositin the Series 2000-1 Accounts by way of consideration payable to theCompany as referred to above.  TheExchangeable Company Interests, the Series 2000-1 Subordinated Interestsand any other Subordinated Company Interests outstanding from time to timeshall represent the exclusive beneficial ownership interest owned by theCompany in the Participation Assets.

###  

### (c)                                  The Series 2000-1 U.S. Dollar VFC Certificates and the Series 2000-1Euro VFC Certificates shall be substantially in the form of **Exhibits A-1** and **A-2**,respectively, and shall, upon issue, be executed by the Trustee (on behalf ofthe Trust and without the Trustee incurring any personal liability in respectof

 

3

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### the Investor Certificates) and will beauthenticated and redelivered by the Trustee as provided in **Section 2.04** of this Supplement and **Section 5.02** of the Agreement.  The Series 2000-1 U.S. Dollar VFCCertificates and the Series 2000-1 Euro VFC Certificates shall be issuedin the form of definitive certificates, each registered in the name of theFunding Agent for the applicable VFC Purchaser Group for the benefit of the Series 2000-1Purchasers for that VFC Purchaser Group, from time to time, as the holderthereof. The Series 2000-1 Subordinated Interests will be uncertificated.

###  

## **SECTION 2.03**                                                              Purchases of Interests in the Series 2000-1 VFC Certificatesand the Series 2000-1 Subordinated Interests.

## ** **

### (a)                                  **Initial Purchase**.  On the Existing Series 2000-1 IssuanceDate, PARCO purchased the Existing Series 2000-1 VFC Certificate.  PARCO’s interest in the Series 2000-1VFC Certificate has been transferred to the Existing Series 2000-1 VFCCertificateholder. Subject to the terms and conditions of this Supplement, theExisting Series 2000-1 VFC Certificateholder agrees to surrender itsExisting Series 2000-1 VFC Certificate on the Series 2000-1 IssuanceDate in exchange for the issuance of new Series 2000-1 VFC Certificatesand for the payment to be made pursuant to **Section 5.11**ofthe Agreement.  Subject to the terms andconditions of this Supplement, including delivery of notice, if any, requiredby **Section 2.05**,

###  

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

####  

#### (ii)                                  thereafter, (A) if any Series 2000-1 Conduit Purchasershall have purchased a Series 2000-1 VFC Certificate on the Series 2000-1Issuance Date, such Series 2000-1 Conduit Purchaser may, in its solediscretion, maintain such Series 2000-1 VFC Certificate, subject toincrease or decrease during the Series 2000-1 Revolving Period, inaccordance with the provisions of this Series 2000-1 Supplement and (B) ifthe Series 2000-1 APA Banks with respect to a VFC Purchaser Group shallhave purchased a Series 2000-1 VFC Certificate Interest on the Series 2000-1Issuance Date or, in any case, on or after the Series 2000-1 PurchaseDate, each Series 2000-1 APA Bank with respect to such VFC Purchaser Grouphereby severally agrees to maintain its Series 2000-1 VFC CertificateInterest, subject to increase

 

4

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#### or decrease during the Series 2000-1Revolving Period, in accordance with the provisions of this Supplement.

####  

The Companyhereby agrees to maintain ownership of the Series 2000-1 SubordinatedInterests, subject to increase or decrease during the Series 2000-1Revolving Period, in accordance with **Section 2.05**or **Section 2.07** (as applicable).  Payments by the Series 2000-1 ConduitPurchasers in respect of the Series 2000-1 VFC Certificates or the Series 2000-1APA Banks in respect of the Series 2000-1 VFC Certificate Interests shallbe made in immediately available funds on the Series 2000-1 Issuance Dateto the Trust.

 

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

###  

### (c)                                  **Maximum Series 2000-1 Purchaser InvestedAmount**. Notwithstanding anything to the contrary contained in this Supplement,at no time shall the Series 2000-1 Purchaser U.S. Dollar Invested Amountand the Series 2000-1 Purchaser Euro Invested Amount (calculated withoutregard to **clauses (c)(iv) **and**(v) **of the applicable definition thereof but withregard to **clause (d) **of the definition of Series 2000-1Purchaser Euro Invested Amount) of any Series 2000-1 APA Bank exceed such Series 2000-1APA Bank’s Series 2000-1 Commitment at such time.

###  

### (d)                                 **Allocations Among Currency of Certificates**.  All fundings with respectto the Series 2000-1 Euro VFC Certificate and Series 2000-1 PurchaserEuro Invested Amounts shall be allocated solely to the Euro VFC PurchaserGroups.

###  

## **SECTION 2.04**                                                              Delivery.

## ** **

On the Series 2000-1Issuance Date, the Master Servicer shall direct the Trustee in writing pursuantto **Section 5.02** of the Agreement to executeand duly authenticate, and the Trustee, upon receiving such direction, shall soauthenticate each Series 2000-1 VFC Certificate in the name of the FundingAgent for the applicable VFC Purchaser Group and deliver such Series 2000-1VFC Certificate to the Funding Agent for the benefit of the Series 2000-1Conduit Purchaser or the Series 2000-1 APA Banks, as the case may be, forthat VFC Purchaser Group, in accordance with such written directions.  The Series 2000-1 U.S. Dollar VFCCertificates shall be issued in an initial amount of $1,000,000 and in integralmultiples of $100,000 in excess thereof. The Series 2000-1 Euro VFC Certificate shall be issued in aninitial amount of €1,000,000 and in integral multiples of €100,000 in excessthereof.  The Trustee shall mark on itsbooks the actual Series 2000-1 Invested Amount and Series 2000-1Subordinated Interest Amount outstanding on any date of determination, which,absent manifest error, shall constitute *prima facie*evidence of the outstanding Series 2000-1 Invested Amount and Series 2000-1Subordinated Interest Amount from time to time. The Trustee shall remit to the Company by wire transfer to the accountdesignated by the Company the purchase price received from each Series 2000-1Purchaser.

 

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

## ** **

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

###  

#### (i)                                     7:00 a.m., New York City time, two Business Days prior to the Series 2000-1Issuance Date or such Series 2000-1 Increase Date, as the case may be, inthe case of any Series 2000-1 Increase Date occurring prior to theoccurrence of a Conduit Purchaser Termination Event with respect to a relevantVFC Purchaser Group if all or a portion of the Series 2000-1 InitialInvested Amount or Series 2000-1 Increase Amount is to be allocated to a Series 2000-1CP Tranche upon notice given pursuant to **Section 3A.04(c)(i)**;or

####  

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

####  

**provided**, **further**, that the provisions ofthis Section shall not restrict the allocations of Collections pursuant to**Article III**.  Each notice shall state (x) 

 

6

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the Series 2000-1Issuance Date or the Series 2000-1 Increase Date, as the case may be, (y)the Series 2000-1 Initial U.S. Dollar Invested Amount, the Series 2000-1Initial Euro Invested Amount or the proposed amount of such Series 2000-1Increase with respect to each Class of Series 2000-1 VFC Certificates(the “**Series 2000-1 Increase Amount**”),as the case may be, and (z) on and after the occurrence of a Conduit PurchaserTermination Event with respect to a relevant VFC Purchaser Group or any Series 2000-1Purchase Date with respect to a relevant VFC Purchaser Group, the portions ofthe Series 2000-1 Initial U.S. Dollar Invested Amount and the Series 2000-1Initial Euro Invested Amount or the Series 2000-1 Increase Amount inrespect thereof (as the case may be) that will be allocated to a Series 2000-1Eurodollar Tranche and the Series 2000-1 Floating Tranche with respect toa relevant VFC Purchaser Group.  Each Series 2000-1Increase shall be allocated between the respective VFC Purchaser Groups inaccordance with their VFC Pro Rata Share and the requirements of **Section 2.05(c)(ii)(C)**. No Series 2000-1 Purchaser shall be obligated to fund any such Series 2000-1Increase, unless concurrently with any such Series 2000-1 Increase in the Series 2000-1Invested Amount, the Series 2000-1 Subordinated Interest Amount shall beincreased by an amount, if any (the “**Series 2000-1Subordinated Interest Increase Amount**”), such that after givingeffect to such increase, the Series 2000-1 Adjusted Invested Amount **plus** the Series 2000-1 Subordinated Interest Amountequals the Series 2000-1 Target Receivables Amount.

 

### (b)                                 If a Series 2000-1 Conduit Purchaser elects not to fund anyportion of its VFC Pro Rata Share of a requested Series 2000-1 Increase,such Series 2000-1 Conduit Purchaser shall notify the related FundingAgent thereof and deliver a Sale Notice in accordance with **Section 2.06**and each related Series 2000-1 APA Bank shall purchase its Series 2000-1Commitment Percentage of such Series 2000-1 Conduit Purchaser’s Series 2000-1Purchaser U.S. Dollar Invested Amount and/or Series 2000-1 Purchaser EuroInvested Amount in accordance with **Section 2.06**and fund such Series 2000-1 Increase in an amount equal to its Series 2000-1Commitment Percentage of such Series 2000-1 Increase; **provided**,**however**, that a Series 2000-1 APABank shall not be obligated to fund any portion of a Series 2000-1Increase that would cause its Series 2000-1 Purchaser U.S. Dollar InvestedAmount and Series 2000-1 Purchaser Euro Invested Amount to exceed its Series 2000-1Commitment.

###  

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

###  

#### (i)                                     (1) in respect of the Series 2000-1 U.S. Dollar VFCCertificates, the related aggregate Series 2000-1 Initial U.S. DollarInvested Amount or Series 2000-1 Increase Amount in respect thereof isequal to $1,000,000 or an integral multiple of $100,000 in excess thereof and (2) inrespect of the Series 2000-1 Euro VFC Certificates the related

 

7

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#### aggregate Series 2000-1 Initial EuroInvested Amount or Series 2000-1 Increase Amount in respect thereof isequal of €1,000,000 or an integral multiple of €100,000 in excess thereof;

####  

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

####  

##### (A)                              the Series 2000-1 Invested Amount (calculated without regard to**clauses (c)(iv) **and**(v) **of the definitions of Series 2000-1 PurchaserU.S. Dollar Invested Amount and Series 2000-1 Purchaser Euro InvestedAmount but with regard to **clause (d) **ofthe definition of Series 2000-1 Purchaser Euro Invested Amount) would notexceed the Series 2000-1 Maximum Invested Amount on the Series 2000-1Issuance Date or such Series 2000-1 Increase Date, as the case may be,

#####  

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

#####  

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

#####  

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

####  

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

####  

#### (v)                                 all of the representations and warranties made by each of theCompany, the Master Servicer and each Originator in each Transaction Documentto which it is a party are true and correct in all material respects on and asof the Series 2000-1 Issuance Date or such Series 2000-1 IncreaseDate, as the case may be, as if made on and as of such

 

8

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#### date (except to the extent suchrepresentations and warranties are expressly made as of another date).

####  

The deliveryof the Series 2000-1 VFC Certificates on behalf of the Company and theCompany’s acceptance of funds in connection with (x) the Series 2000-1Purchasers’ initial purchase of the Series 2000-1 VFC Certificates on the Series 2000-1Issuance Date and (y) each Series 2000-1 Increase occurring on any Series 2000-1Increase Date shall, in each case, constitute a representation and warranty bythe Company to the Series 2000-1 Purchasers as of the Series 2000-1Issuance Date or such Series 2000-1 Increase Date, as the case may be,that all of the conditions contained in this **Section 2.05(c) **(excluding**sub-clause (iv)**) have been satisfied.

 

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

###  

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

####  

#### (ii)                                  on and after the occurrence of a Conduit Purchaser Termination Eventwith respect to the related Series 2000-1 Conduit Purchaser or in theevent the related Series 2000-1 Conduit Purchaser elects not to fund therequested Series 2000-1 Increase Amount, to each related Series 2000-1APA Bank,

####  

of the Series 2000-1 Increase Date andof the portion of the Series 2000-1 Increase Amount allocable to such Series 2000-1Conduit Purchaser and to such Series 2000-1 APA Bank (which shall equalsuch Series 2000-1 Conduit Purchaser’s VFC Pro Rata Share of the Series 2000-1Increase Amount and in the case of any Series 2000-1 APA Bank, its Series 2000-1Commitment Percentage of the Series 2000-1 Increase Amount).  The Master Servicer shall promptly notify theCompany of the Series 2000-1 Increase Date and the amount of the Series 2000-1Subordinated Interest Increase Amount. If a Series 2000-1 Conduit Purchaser elects to fund a Series 2000-1Increase, such Series 2000-1 Conduit Purchaser agrees to pay inimmediately available funds its VFC Pro Rata Share of the amount of such Series 2000-1Increase on the related Series 2000-1 Increase Date to the Trust fordeposit in the Series 2000-1 Principal Concentration Subaccount fordistribution to the Company in accordance with the terms of the TransactionDocuments.  On or after the occurrence ofa Conduit Purchaser Termination Event with respect to a Series 2000-1Conduit Purchaser or in the event a Series 2000-1 Conduit Purchaser electsnot to fund the requested Series 2000-1 Increase Amount, each related Series 2000-1APA Bank agrees to pay in immediately available funds such Series 2000-1APA Bank’s Series 2000-1 Commitment Percentage of each Series 2000-1Increase on the related Series 2000-1 Increase Date to the Trust fordeposit in the Series 2000-1 Principal Concentration Subaccount fordistribution to the Company in accordance with the terms of the TransactionDocuments.

 

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

 

### (a)                                  On any date prior to the Series 2000-1 Commitment TerminationDate, each Series 2000-1 Conduit Purchaser may deliver a Sale Notice tothe related Funding Agent, the Company, the Master Servicer and the Trustee, tosell to the related Series 2000-1 APA Banks (in accordance with theirrespective Series 2000-1 Commitment Percentages), and each Series 2000-1APA Bank hereby agrees to purchase its Series 2000-1 Commitment Percentageof, the Series 2000-1 Purchase Percentage of such Conduit PurchaserInterest of the Conduit Purchaser in its VFC Purchaser Group at the applicable Series 2000-1Purchase Price.  Each Sale Notice shallbe delivered by the relevant Series 2000-1 Conduit Purchaser to theapplicable Funding Agent, the Company, the Master Servicer and the Trusteeprior to 12:30 p.m. New York City time, on the proposed Series 2000-1Purchase Date and shall constitute an irrevocable offer by such Series 2000-1Conduit Purchaser to sell the portion of its Series 2000-1 PurchaserInvested Amount designated in such notice at the applicable Series 2000-1Purchase Price.  The Series 2000-1Purchase Amount set forth in any Sale Notice delivered by a Series 2000-1Conduit Purchaser on the Series 2000-1 Commitment Termination Date or uponthe occurrence of a Conduit Purchaser Termination Event with respect to suchConduit Purchaser shall equal 100% of the applicable Conduit PurchaserInterest.    Each Series 2000-1 APABank hereby agrees to purchase from the related Series 2000-1 ConduitPurchaser such Series 2000-1 APA Bank’s Series 2000-1 CommitmentPercentage of the Series 2000-1 Purchase Percentage of the applicableConduit Purchaser Interest for a purchase price equal to such Series 2000-1APA Bank’s Series 2000-1 Commitment Percentage of the applicable Series 2000-1Purchase Price on such Series 2000-1 Purchase Date (which date, subject to**Section 2.06(b)**, may be the sameas the date of the Sale Notice). Notwithstanding anything to the contrary set forth in this Supplement,no Series 2000-1 APA Bank shall have any obligation to purchase all or anyportion of the Conduit Purchaser Interest from the related Series 2000-1Conduit Purchaser if, on such Series 2000-1 Purchase Date, any ConduitPurchaser Insolvency Event shall have occurred and be continuing with respectto such Series 2000-1 Conduit Purchaser.

###  

### (b)                                 If, at or prior to 12:30 p.m. New York City time on anyBusiness Day, a Series 2000-1 Conduit Purchaser delivers a Sale Notice tothe applicable Funding Agent specifying that the related Series 2000-1Purchase Date shall be the same date as the date of the Sale Notice, suchFunding Agent shall, by no later than 1:30 p.m. New York City time, onsuch Business Day, notify (by telecopy or by telephone call promptly confirmedin writing by telecopy) the related Series 2000-1 APA Banks of the receiptand content of the Sale Notice.  Eachrelated Series 2000-1 APA Bank shall purchase its Series 2000-1Commitment Percentage of the Series 2000-1 Purchaser Percentage of theConduit Purchaser Interest of such Series 2001-1 Conduit Purchaser bydepositing its Series 2000-1 Commitment Percentage of the applicable Series 2000-1Purchase Price in immediately available funds into the account(s) specified bythe Series 2000-1 Conduit Purchaser in the Sale Notice no later than 3:00 p.m.New York City time on the same date as the date of such

 

10

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### notice. If a Series 2000-1 Conduit Purchaser delivers a Sale Notice to therelated Funding Agent after 12:30 p.m. New York City time on any BusinessDay or a Series 2000-1 Conduit Purchaser delivers a Sale Notice to therelated Funding Agent specifying that the related Series 2000-1 PurchaseDate shall be a date other than the date of the Sale Notice, such Funding Agentshall promptly advise (by telecopy or by telephone call promptly confirmed inwriting by telecopy) each related Series 2000-1 APA Bank of the receiptand content of the Sale Notice. Notwithstanding the fact that the Series 2000-1 Purchase Date mayoccur on a date which is later than the date on which the Sale Notice isdelivered to the related Funding Agent, the several obligations of each relatedSeries 2000-1 APA Bank to make such purchase and to make payment of theamounts required to be paid by it pursuant to **Section 2.06(a) **shallarise immediately upon receipt by such Funding Agent of the Sale Notice.  Upon payment of the applicable Series 2000-1Purchase Price as provided herein and delivery to the Trustee by a FundingAgent of the related Series 2000-1 Conduit Purchaser’s Series 2000-1VFC Certificate, the Trustee shall sign, on behalf of the Trust and withoutincurring any personal liability in respect of the Investor Certificates, andshall, upon the written direction of the Master Servicer, duly authenticate newSeries 2000-1 VFC Certificates in the name of the relevant Funding Agent,for the benefit of each relevant Series 2000-1 APA Bank, with a Series 2000-1VFC Certificate Interest with respect to each Series 2000-1 APA Bank equalto such Series 2000-1 APA Bank’s Series 2000-1 Commitment Percentageof the VFC Pro Rata Share of the Series 2000-1 Maximum Invested Amount(with reference to **clause (a) **onlyof the definition thereof) for its VFC Purchaser Group and in the name of therelevant Series 2000-1 Conduit Purchaser in a denomination equal to theVFC Pro Rata Share of the Series 2000-1 Maximum Invested Amount (withreference to **clause (a) **only of thedefinition thereof) for its VFC Purchaser Group **minus**the aggregate amount of the Series 2000-1 VFC Certificate Interests of itsrelated Series 2000-1 APA Banks, as set forth in such written directionand shall deliver such Series 2000-1 VFC Certificates to the relevantFunding Agent, if applicable, in accordance with such written direction.

###  

### (c)                                  If, by 3:00 p.m. New York City time, on any Series 2000-1Purchase Date, any Series 2000-1 APA Bank (any such Series 2000-1 APABank, a “**Series 2000-1 Defaulting APA Bank**”,and any related Series 2000-1 APA Bank (if any) other than the Series 2000-1Defaulting APA Bank being referred to as a “**Series 2000-1Non-Defaulting APA Bank**”) fails to make its Series 2000-1Commitment Percentage of the Series 2000-1 Purchase Price available to therelevant Funding Agent pursuant to **Section 2.06(b) **(theaggregate amount not so made available to the Funding Agent being referred toas the “**Series 2000-1 Purchase Price Deficit**”),then such Funding Agent shall, by no later than 3:30 p.m. New York Citytime, on such Series 2000-1 Purchase Date, instruct each Series 2000-1Non-Defaulting APA Bank to pay, by no later than 4:00 p.m. New York Citytime on such Series 2000-1 Purchase Date, in immediately available funds,to the account designated by such Funding Agent, an amount equal to the lesserof (x) such Series 2000-1 Non-Defaulting APA Banks’ proportionate share(based upon the relative Series 2000-1 Commitments of the Series 2000-1Non-Defaulting APA Banks) of the Series 2000-1 Purchase Price Deficit and(y) such Series 2000-1 Non-Defaulting

 

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### APA Bank’s unused Series 2000-1Commitment.  A Series 2000-1Defaulting APA Bank shall forthwith, upon demand, pay to the related FundingAgent for the ratable benefit of the Series 2000-1 Non-Defaulting APABanks all amounts paid by each Series 2000-1 Non-Defaulting APA Bank onbehalf of such Series 2000-1 Defaulting APA Bank, together with interestthereon, for each day from the date a payment was made by a Series 2000-1Non-Defaulting APA Bank until the date such Series 2000-1 Non-DefaultingAPA Bank has been paid such amounts in full, at a rate per annum equal to thesum of the Federal Funds Effective Rate **plus** 2%.  In addition, without prejudice to any otherrights that a Series 2000-1 Conduit Purchaser may have under applicablelaw, each Series 2000-1 Defaulting APA Bank shall pay to the related Series 2000-1Conduit Purchaser forthwith upon demand, the difference between the Series 2000-1Defaulting APA Bank’s Series 2000-1 Commitment Percentage of theapplicable Series 2000-1 Purchase Price and the amount paid with respectthereto by the Series 2000-1 Non-Defaulting APA Banks, together withinterest thereon, for each day from the date of the related Funding Agent’srequest for such Series 2000-1 Defaulting APA Bank’s Series 2000-1Commitment Percentage of the applicable Series 2000-1 Purchase Pricepursuant to **Section 2.06(b) **untilthe date the requisite amount is paid to the related Series 2000-1 ConduitPurchaser in full, at a rate per annum equal to the sum of the Federal FundsEffective Rate **plus** 2%.

###  

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

###  

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

####  

#### (ii)                                  the financial condition of the Trust, the Trustee, the MasterServicer, any Originator, the Company or any Obligor (collectively, the “**Transaction Parties**”), any other Series 2000-1 ConduitPurchaser, any Series 2000-1 APA Bank or any Funding Agent, or theperformance or observance by the Transaction Parties of any of their respectiveobligations under the Series 2000-1 VFC Certificates or the TransactionDocuments.

####  

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

 

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### the related Series 2000-1 ConduitPurchaser, shall, after the applicable APA Bank Aggregate Invested Amount iszero, remit to the related Series 2000-1 Conduit Purchaser the applicable Series 2000-1Reduction Percentage of any amounts received by such Funding Agent with respectto a Series 2000-1 VFC Certificate immediately after receipt of suchamounts.

###  

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

 

### (a)                                  Subject to **Section 7.04**,on any Business Day during the Series 2000-1 Revolving Period or the Series 2000-1Amortization Period (except for Distribution Dates during the Series 2000-1Amortization Period (which shall be governed by **Section 3A.06(c)**)),upon written request by the Master Servicer, the Series 2000-1 U.S. DollarInvested Amount and/or the Series 2000-1 Euro Invested Amount may bereduced (a “**Series 2000-1 Decrease**”) bythe distribution, in accordance with **Section 3A.03(b)**,by the Trustee for the *pro rata*benefit of the Series 2000-1 Purchasers (determined in accordance withtheir Series 2000-1 Purchaser U.S. Dollar Invested Amount and/or Series 2000-1Purchaser Euro Invested Amount and **Section 2.07(e)**)of the aggregate funds on deposit in the Series 2000-1 PrincipalConcentration Subaccounts on such day (including any funds deposited thereinpursuant to **Section 3A.02(d)**) in anamount not to exceed the amount of such aggregate funds on deposit on such day(each date on which a Series 2000-1 Decrease in the Series 2000-1U.S. Dollar Invested Amount or Series 2000-1 Euro Invested Amount occurshereunder being herein referred to as the “**Series 2000-1Decrease Date**” applicable to such Series 2000-1 Decrease); **provided**, that:

###  

#### (i)                                     the Master Servicer shall have made such written request by givingeach Funding Agent (with a copy to the Administrative Agent and the Trustee)irrevocable written notice (effective upon receipt), substantially in the formof **Exhibit F** hereto, stating theamount of such Series 2000-1 Decrease, prior to 7:00 a.m. New YorkCity time,

####  

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

#####  

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

#####  

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

#####  

#### (ii)                                  (1) in respect of a Series 2000-1 U.S. Dollar VFCCertificate, such Series 2000-1 Decrease shall be in an amount equal to$1,000,000 and integral multiples of $100,000 in excess thereof or if the Series 2000-1U.S. Dollar Invested Amount is less than $1,000,000 then such Series 2000-1Decrease shall equal the Series 2000-1 U.S. Dollar Invested Amount or (2) inrespect of a Series 2000-1 Euro VFC Certificate, such Series 2000-1Decrease shall be in an amount equal to €1,000,000

 

13

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#### and in integral multiples of €100,000 inexcess thereof or if the Series 2000-1 Euro Invested Amount is less than€1,000,000 then such Series 2000-1 Decrease shall equal the Series 2000-1Euro Invested Amount; and

####  

#### (iii)                               no Series 2000-1 Decrease with respect to a Series 2000-1Eurodollar Tranche prior to the termination of a Series 2000-1 EurodollarPeriod may occur unless, concurrently with such Series 2000-1 Decrease,the Company shall have paid to the Series 2000-1 Purchasers any amountsdue and payable pursuant to **Section 7.04**.

####  

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

 

### (b)                                 Simultaneously with any such Series 2000-1 Decrease during the Series 2000-1Revolving Period, the Series 2000-1 Subordinated Interest Amount shall bereduced by an amount (the “**Series 2000-1Subordinated Interest Reduction Amount**”) such that the Series 2000-1Subordinated Interest Amount shall equal the Series 2000-1 RequiredSubordinated Amount after giving effect to such Series 2000-1Decrease.  During the Series 2000-1Revolving Period, after the distribution described in **Section 2.07(a) **hasbeen made, and the Series 2000-1 Subordinated Interest Amount shall havebeen reduced by the Series 2000-1 Subordinated Interest Reduction Amount,a distribution shall be made, in accordance with **Section 3A.03(b)**,by the Trustee to the holder of the Series 2000-1 Subordinated Interestout of remaining aggregate funds on deposit in the Series 2000-1 PrincipalConcentration Subaccounts in an amount equal to the lesser of (x) the Series 2000-1Subordinated Interest Reduction Amount and (y) the amount of such remainingaggregate funds on deposit in the Series 2000-1 Principal ConcentrationSubaccount.

###  

### (c)                                  Notwithstanding **Section 2.07(a)**,the Funding Agents may, on or prior to the maturity date of any (i) Series 2000-1Eurodollar Tranche; (ii) Series 2000-1 Floating Tranche; or (iii) Series 2000-1CP Tranche, by providing written notice to the Trustee and Master Servicer,elect to decrease, in whole or in part, the Series 2000-1 Invested Amounton the applicable maturity date in the amount specified in such notice.  In accordance with any such notice, on thematurity of the relevant tranches, the Trustee shall distribute, in accordancewith **Section 3A.03(b)**, for the *pro rata* benefit of the Series 2000-1 Purchasers(determined in accordance with their Series 2000-1 Purchaser U.S. DollarInvested Amount and/or Series 2000-1 Purchaser Euro Invested Amount and **Section 2.07(e)**), of the aggregate funds on deposit inthe Series 2000-1 Principal Concentration Subaccounts on such day in anamount not to exceed the lesser of (i) the amount of such aggregate fundson deposit in such subaccounts; and (ii) the decrease in the Series 2000-1Invested Amount requested by the Funding Agents, **plus**all interest and fees payable with respect thereto.  Notwithstanding the foregoing, the exerciseof such option by the Series 2000-1 Purchasers shall not result in areduction of the respective commitments of the Series 2000-1 ConduitPurchasers or the commitments of

 

14

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### any of the Series 2000-1 APA Bankspursuant to **Section 2.08**.  If the Series 2000-1 Purchasers exercisetheir rights hereunder, so long as the Series 2000-1 Commitments areoutstanding and any amount hereunder remains payable to any Series 2000-1Purchaser, the Series 2000-1 Purchasers shall continue to have the benefitof the security interests created hereunder. Each distribution pursuant to this **Section 2.07(c) **shallbe made by the Trustee distributing to each Funding Agent the amount of suchreduction (plus interest and fees payable with respect thereto) allocable tothe Series 2000-1 Purchasers in such Funding Agent’s VFC Purchaser Group.

###  

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

###  

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

####  

#### (ii)                                  **second**, to reduce theportion of the Series 2000-1 Invested Amount with respect to such VFCPurchaser Group allocated to Series 2000-1 Eurodollar Tranches in suchorder as the Master Servicer may select in order to minimize interest expensesand costs payable pursuant to **Section 7.04**.

####  

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

 

### (e)                                  Any decrease in the Series 2000-1 Purchaser Invested Amountpursuant to **Section 2.07(a) **or **(c) **shall be allocated between the Series 2000-1U.S. Dollar Invested Amount and the Series 2000-1 Euro Invested Amount asprovided in the notice given by the Master Servicer under **Section 2.07(a) **orby the Funding Agents under **Section 2.07(c)**.

###  

## **SECTION 2.08**                                                              Reductions of the Series 2000-1 Commitments.

 

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

###  

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

 

15

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#### (ii)                                  no such reduction or termination, as the case may be, shall bepermitted if, after giving effect thereto and to any reduction in the Series 2000-1Invested Amount (calculated without regard to **clauses (c)(iv) **and**(v) **of the definitions of Series 2000-1 PurchaserU.S. Dollar Invested Amount and Series 2000-1 Purchaser Euro InvestedAmount (as applicable but with regard to **clause (d) **ofthe definition of Series 2000-1 Purchaser Euro Invested Amount)) on suchdate, the Series 2000-1 Invested Amount would exceed the Series 2000-1Aggregate Commitment Amount then in effect.

####  

Each Series 2000-1 APA Bank’s Series 2000-1Commitment shall be reduced *pro rata* bysuch Series 2000-1 APA Bank’s Series 2000-1 Commitment Percentage ofthe amount of such Series 2000-1 Commitment Reduction.

 

### (b)                                 If the Series 2000-1 Amortization Period has commenced, the Series 2000-1Aggregate Commitment Amount shall be reduced to 102% of the Series 2000-1Maximum Invested Amount, from time to time, and the Series 2000-1 MaximumInvested Amount shall be reduced to the Series 2000-1 Invested Amountoutstanding from time to time.  Each Series 2000-1APA Bank’s Series 2000-1 Commitment shall be reduced by such Series 2000-1APA Bank’s Series 2000-1 Commitment Percentage of the amount of suchreduction.

###  

### (c)                                  The Series 2000-1 Aggregate Commitment Amount shall be reducedby 102% of the amount of any relevant principal reduction amount applied to thereduction of the Series 2000-1 Invested Amounts pursuant to **Section 2.07(d) **or **2.07(e)**.

###  

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

###  

## **SECTION 2.09**                                                              Interest; Fees.

 

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

###  

### (b)                                 Prior to the Series 2000-1 Amortization Period, the Series 2000-1Purchasers shall be entitled to receive a fee with respect to each AccrualPeriod (or portion thereof) during the Series 2000-1 Revolving Period (the“**Series 2000-1**

 

16

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### **Unused Fee**”) which shall accrue on each day during such Accrual Period in anamount equal to the product of (i) the Series 2000-1 Unused Fee Rate,**times** (ii) the excess of the Series 2000-1Aggregate Commitment Amount on such day over the Series 2000-1 PurchaserInvested Amount on such day.  The Series 2000-1Unused Fee shall be determined in accordance with **Section 3A.04**and be payable on a *pro rata* basisto the Series 2000-1 Purchasers as part of the Series 2000-1 MonthlyInterest on each Distribution Date during the Series 2000-1 RevolvingPeriod.  The Trustee shall not be liablefor the payment of the Series 2000-1 Unused Fee from its own funds.

###  

### (c)                                  Each Series 2000-1 Conduit Purchaser shall be entitled toreceive a fee with respect to each Accrual Period (or portion thereof) during theperiod prior to the occurrence of a Conduit Purchaser Termination Event withrespect to such Series 2000-1 Conduit Purchaser (the “**Series 2000-1Utilization Fee**”).  The Series 2000-1Utilization Fee shall accrue on each day during such Accrual Period in anamount equal to the product of (i) the Series 2000-1 Utilization FeeRate, **times** (ii) the Series 2000-1Conduit Purchaser Invested Amount on such day. The Series 2000-1 Utilization Fee shall be determined in accordancewith **Section 3A.04 and be**payable on a *pro rata*basis to each Series 2000-1 Conduit Purchaseras part of the Series 2000-1 Monthly Interest on each Distribution Dateprior to the occurrence of a Conduit Purchaser Termination Event with respectto such Series 2000-1 Conduit Purchaser. The Trustee shall not be liable for the payment of the Series 2000-1Utilization Fee from its own funds.

###  

### (d)                                 Calculations of per annum rates under this Supplement shall be madeon the basis of the actual number of days elapsed and a 360 day year with respectto interest rates except with respect to interest rates based on ABR, whichshall be calculated on the basis of the actual number of days elapsed and a 365(or 366, as the case may be) day year. Each determination of Eurodollar Rate by each Funding Agent shall beconclusive and binding upon each of the parties hereto in the absence ofmanifest error.

###  

## **SECTION 2.10**                                                              Indemnification by Huntsman International and the Company.

## ** **

### (a)                                  Without limiting any other rights that the Funding Agents, theAdministrative Agent, the Series 2000-1 Conduit Purchasers or the Series 2000-1APA Banks may have under this Supplement, the Agreement, the other TransactionDocuments or under applicable law, each of Huntsman International and theCompany hereby agrees to indemnify the Funding Agents, the AdministrativeAgent, the Series 2000-1 Conduit Purchasers and the Series 2000-1 APABanks and any of their respective agents, officers, directors, employees, andagents (each a “**Series 2000-1 Indemnified Party**”and collectively, the “**Series 2000-1Indemnified Parties**”) from and against any and all damages, losses,claims, liabilities, costs, penalties, judgments and expenses, includingreasonable attorneys’ fees and reasonable disbursements (all of the foregoingbeing collectively referred to as “**Series 2000-1Indemnified Amounts**”) awarded against or incurred by any of them inconnection with the entering into and performance of this Supplement or any ofthe Transaction Documents by any of the Series 2000-1 Indemnified Parties,excluding, however, any amounts that are finally judicially determined to haveresulted from the gross

 

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### negligence or wilful misconduct on the partof any Series 2000-1 Indemnified Party; **provided**that in no event shall Huntsman International be required to make any indemnitypayments resulting from the lack of performance or collectibility of theReceivables owned by the Company (unless such loss results from a breach ofrepresentation or undertaking by Huntsman International or one of itsAffiliates with respect to any such Receivable).

###  

### (b)                                 In case any proceeding by any Person shall be instituted involvingany Series 2000-1 Indemnified Party in respect of which indemnity may besought pursuant to **Section 2.10(a)**,such Series 2000-1 Indemnified Party shall promptly notify HuntsmanInternational and the Company and the Company and Huntsman International, uponrequest of such Series 2000-1 Indemnified Party, shall retain counselsatisfactory to such Series 2000-1 Indemnified Party to represent such Series 2000-1Indemnified Party and shall pay the reasonable fees and disbursements of suchcounsel related to such proceeding.  Inany such proceeding, any Series 2000-1 Indemnified Party shall have theright to retain its own counsel, at the expense of Huntsman International andthe Company.  Except as set forth herein,it is understood that neither the Company nor the Master Servicer shall, inrespect of the legal expenses of any Series 2000-1 Indemnified Party inconnection with any proceeding or related proceedings in the same jurisdiction,be liable for the reasonable fees and expenses of more than one separate firm(in addition to any local counsel) for all such Series 2000-1 IndemnifiedParties and all other parties indemnified by the Company under this Supplement,the Series 2000-1 Asset Purchase Agreements or any other TransactionDocument.

###  

### (c)                                  Any payments to be made by Huntsman International and the Companypursuant to this Section shall be, without restriction, due and payablefrom Huntsman International and the Company, jointly and severally, and shallwith respect to amounts owing from the Company be (i) Company SubordinatedObligations, (ii) be made solely from funds available to the Company thatare not required to be applied to Company Unsubordinated Obligations then dueand (iii) not constitute a general recourse claim against the Company, butonly a claim payable after the satisfaction of all Company UnsubordinatedObligations then due, except to the extent that funds are available (includingfunds available to the Company pursuant to the exercise of its right toindemnity and other payments pursuant to **Sections 2.06**and **8.02** (or equivalent sections) of theOrigination Agreements) to the Company to make such payments.

###  

## **SECTION 2.11**                                                              Inability to Determine Eurodollar Rate.

 

If, prior tothe first day on which any Series 2000-1 Eurodollar Tranche commences:

 

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

 

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### (b)                                 any Funding Agent shall have received notice from one or morerelated Series 2000-1 APA Banks that a Eurodollar Rate determined or to bedetermined for such Series 2000-1 Eurodollar Tranche will not adequatelyand fairly reflect the cost to such Series 2000-1 APA Bank (asconclusively certified by such Series 2000-1 APA Bank(s)) of purchasing ormaintaining its/their affected portions of Series 2000-1 EurodollarTranches during the related Settlement Period;

###  

then, ineither such event, such Funding Agent shall give telecopy or telephonic noticethereof (confirmed in writing) to the Company, the Master Servicer, theAdministrative Agent, the Trustee and the Series 2000-1 APA Banks as soonas practicable (but, in any event, within forty five (45) days after suchdetermination or notice, as applicable) thereafter.  Upon delivery of such notice and until suchnotice has been withdrawn by such Funding Agent, no further Series 2000-1Eurodollar Tranches shall be made.  EachFunding Agent agrees to withdraw any such notice as soon as reasonablypracticable after such Funding Agent is notified of a change in circumstanceswhich makes such notice inapplicable.

 

## **SECTION 2.12**                                                              Series 2000-1 FX Hedging Agreements.

## ** **

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

 

## **SECTION 2.13**                                                              Notices, Reports, Directions by Master Servicer.

## ** **

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

 

## **SECTION 2.14**                                                              Optional Termination by the Company.

## ** **

On anyBusiness Day following October 17, 2006, but at no time prior to suchdate, the Master Servicer may require the Trustee to cause the Series 2000-1Revolving Period to terminate on the date (the “**Series 2000-1Optional Termination Date**”) set forth in an irrevocable writtennotice (the “**Series 2000-1 Optional TerminationNotice**”) delivered by the Master Servicer to the Trustee (which date,in any event, shall not be less than thirty (30) days from the date on whichsuch notice is delivered).  Following theoccurrence of the Series 2000-1 Optional Termination Date, no amountsdeposited in the Series 2000-1 Principal Collection Subaccount will bedistributed to the Company until the Series 2000-1 Invested Amount is paidin full.  To the extent allocated fundsare available therefore, payments of principal on the Series 2000-1 VFCCertificates will commence on the Distribution Date next succeeding the Series 2000-1Optional Termination Date and will be made on each Distribution Date thereafteruntil the Series 2000-1 Invested Amount is paid in full or theParticipation Assets allocated to the Series 2000-1 Interests have beendepleted.  Notwithstanding the foregoing,the Series 2000-1 Invested Amount may, on any Distribution Date on orafter the Series 2000-1 Optional Termination Date, be paid in full out ofthe proceeds of the issuance of a new Series of Investor Certificatesissued in accordance with **Section 5.11**of the Pooling Agreement, together with (if applicable) funds available in the Series 2000-1Principal Collection Subaccount.  TheTrustee shall give prompt notice of its receipt of a Series 2000-1Optional Termination Notice to the Series 2000-1 VFC

 

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Certificateholders(in the form and at the location specified by such VFC Certificateholder or theTrustee).

 

# **ARTICLE III**

# ** **

# **ARTICLE III OF THE AGREEMENT**

# ** **

## **SECTION 3.01**

## ** **

**Section 3.01** of the Agreement and each other section of **Article III** of the Agreement relating to another Series shallbe read in its entirety as provided in the Agreement.  **Article III**of the Agreement (except for **Section 3.01**thereof and any portion thereof relating to another Series) shall read in itsentirety as follows and shall be exclusively applicable to the Series 2000-1VFC Certificates and the Series 2000-1 Subordinated Interests.

 

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

## ** **

### (a)                                  The Trustee has caused to be established and shall cause to bemaintained in the name of the Trustee, on behalf of the Trust, with respect tothe Series 2000-1 VFC Certificates and for the benefit of the Series 2000-1Purchasers,

###  

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

####  

#### (ii)                                  a series of subaccounts of each Series 2000-1 ConcentrationAccount consisting of (A) a Principal Concentration Subaccount for PoundSterling (the “**Series 2000-1 Pound Sterling PrincipalConcentration Subaccount**”), (B) a Principal ConcentrationSubaccount for Euro (the “**Series 2000-1 EuroPrincipal Concentration Subaccount**”), and (C) a PrincipalConcentration Subaccount for U.S. Dollar (the “**Series 2000-1U.S. Dollar Principal Concentration Subaccount**” and, together withthe Series 2000-1 Pound Sterling Principal Concentration Subaccount andthe Series 2000-1 Euro Principal Concentration Subaccount, the “**Series 2000-1 Principal Concentration Subaccounts**”);

####  

#### (iii)                               a series of subaccounts of each Series 2000-1 ConcentrationAccount consisting of (A) a Non-Principal Concentration Subaccount forPound Sterling (the “**Series 2000-1 PoundSterling Non-Principal Concentration Subaccount**”), (B) aNon-Principal Concentration Subaccount for Euro (the “**Series 2000-1Euro Non-Principal Concentration Subaccount**”), and (C) aNon-Principal Concentration Subaccount for U.S. Dollar (the “**Series 2000-1 U.S. Dollar Non-Principal Concentration Subaccount**”and, together with the Series 2000-1 Pound Sterling Non-PrincipalConcentration Subaccount and 

####  

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the Series 2000-1 Euro Non-Principal Concentration Subaccount, the“**Series 2000-1 Non-Principal ConcentrationSubaccounts**”); and

 

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

####  

All accountsestablished pursuant to this **Section 3A.02(a) **andlisted on **Schedule II**, are collectivelyreferred to as the “**Series 2000-1Accounts**”.  Each Series 2000-1Account shall bear a designation indicating that the funds deposited thereinare held for the benefit of the Series 2000-1 Purchasers.  The Trustee, on behalf of the Trust for thebenefit of the Series 2000-1 Purchasers, shall possess all right, titleand interest in all funds from time to time on deposit in, and all EligibleInvestments credited to, the Series 2000-1 Accounts and in all proceeds thereof.The Series 2000-1 Accounts shall be under the sole dominion and control ofthe Trustee for the exclusive benefit of the Series 2000-1 Purchasers.

 

### (b)                                 All Eligible Investments in the Series 2000-1 Accounts shall beheld by the Trustee, on behalf of the Trust, for the benefit of the Series 2000-1Purchasers.  Funds on deposit in a Series 2000-1Account shall, at the written direction of the Master Servicer, be invested bythe Trustee in Eligible Investments which shall mature on the Business Day priorto the date of the scheduled application of such funds.

###  

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

###  

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

###  

### (e)                                  On each date on which a FX Counterparty makes a payment to theTrustee pursuant to a Series 2000-1 FX Hedging Agreement with respect tothe Series 2000-1 VFC Certificates, the Trustee shall deposit such paymentinto the relevant Series 2000-1 Principal Concentration Subaccount.  On any Business

 

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### Day on which the Trustee is required tomake a payment to such FX Counterparty pursuant to a Series 2000-1 FXHedging Agreement, the Trustee may make such payment from funds available inthe relevant Series 2000-1 Principal Concentration Subaccount.

 

## **SECTION 3A.03**                                                      Daily Allocations.

 

### (a)                                  The portion of the Aggregate Daily Collections allocated to Series 2000-1pursuant to **Article III** of the Agreementshall be allocated as set forth in this **Article III**.  The Master Servicer shall determine suchallocations in accordance with this **Article III**anddirect the Trustee to make such allocations by delivering the Daily Report andthe Trustee shall allocate such amounts in accordance with the instructions ofthe Master Servicer in the Daily Report (upon which the Trustee mayconclusively rely, subject to its obligation to perform the procedures setforth in the Internal Operating Procedures Memorandum) as follows:

###  

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

####  

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

####  

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

#####  

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

#####  

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

 

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

#####  

an amountequal to the Series 2000-1 Accrued Expense Adjustment shall, if suchadjustment is a positive amount, be transferred from the relevant Series 2000-1Concentration Account to the relevant Series 2000-1 Non-PrincipalConcentration Subaccount in the order provided in the Account CurrencyPriority, or if such adjustment is a negative amount, be transferred from therelevant Series 2000-1 Non-Principal Concentration Subaccount to therelevant Series 2000-1 Concentration Account with respect to the same currency(or deducted from the transfer in respect of the Series 2000-1 AccruedExpense Amount for such Business Day);

 

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

####  

### (b)                                 (i)                                     On each Business Day during the Series 2000-1 Revolving Period(including Distribution Dates), after giving effect to (x) all allocations ofAggregate Daily Collections referred to in **subparagraphs (a)(i)**,**(a)(ii) **and **(a)(iii) **onsuch Business Day and (y) any deposit resulting from a Series 2000-1Increase, if any, pursuant to **Section 2.05(d) **onsuch Business Day, amounts on deposit in the Series 2000-1 PrincipalConcentration Subaccounts shall be distributed by the Trustee not later than2:30 p.m. London time (but only to the extent that the Trustee hasreceived a Daily Report which reflects the receipt of the Aggregate DailyCollections on deposit therein not later than 12:30 p.m. London time, uponwhich Daily Report the Trustee may conclusively rely, subject to its obligationto perform the procedures set forth in the Internal Operating ProceduresMemorandum),

###  

##### (A)                              **first**, to distributeto the account designated by the Master Servicer an amount equal to theOutstanding Amount Advanced, if any, from the applicable Series 2000-1Principal Concentration Subaccount corresponding to the Approved Currency inwhich the Master Servicer has made the Servicer Advance;

#####  

##### (B)                                **second**, to distributeamounts payable with respect to reductions in the Series 2000-1 InvestedAmount and Series 2000-1 Subordinated Interest Amount in accordance with **Section 2.07**;

#####  

##### (C)                                **third**, any remainingbalances in the Series 2000-1 Principal Concentration Subaccounts shall betransferred to the relevant Company Receipts Accounts in accordance withdirections contained in the Daily Report or to such accounts or such Persons asthe Master Servicer may direct in writing (which directions may consist ofstanding instructions provided by the

 

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##### Company that shall remain in effect untilchanged by the Company in writing); **provided** thatthe distributions under **sub-clauses (A) **and**(C) **shall be made only if no Series 2000-1 EarlyAmortization Event, or Potential Series 2000-1 Early Amortization Event orhas occurred and is continuing; and

 

##### (D)                               **fourth**, distributionsfrom the Series 2000-1 Principal Concentration Subaccount for purposes of **sub-clause (C) **above and **Section 2.07**shall be made in accordance with the Account Currency Priority.

#####  

#### (ii)                                  On each Business Day during the Series 2000-1 AmortizationPeriod (including Distribution Dates), funds deposited in the Series 2000-1Principal Concentration Subaccounts shall be invested in Eligible Investmentsthat mature on or prior to the Business Day immediately preceding the nextDistribution Date and shall be distributed on such Distribution Date inaccordance with **Section 3A.06(c)**.  Except as set forth in **Section 3A.06(c)**,no amounts on deposit in any Series 2000-1 Principal ConcentrationSubaccount shall be distributed by the Trustee to the Company or the owner ofthe Series 2000-1 Subordinated Interests during the Series 2000-1Amortization Period; **provided** thatamounts on deposit which represent Collections received on IneligibleReceivables, may be released to the Company; **provided**,**further**, that in the case ofCollections received with respect to Ineligible Receivables payment has beenmade by the Company in respect of such Ineligible Receivables in accordancewith **Section 2.05** of the PoolingAgreement and/or (as the case may be) the Exchangeable Company Interests havebeen reduced in accordance therewith and the Trustee has received all relevantpayments from the Company in connection with the foregoing.

####  

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

###  

#### (ii)                                          On each Business Day, an amount equal to the Series 2000-1Daily Euro Interest Deposit for such day shall be transferred by the Trustee,based solely on the information provided to the Trustee by the Master Servicerin the Daily Report (upon which the Trustee may conclusively rely, subject toits obligation to perform the procedures set forth in the Internal OperatingProcedures Memorandum), from the relevant Series 2000-1 Non-PrincipalConcentration Subaccount

 

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#### to the relevant Series 2000-1 Accrued InterestSubaccount in accordance with the Account Currency Priority.  Amounts transferred pursuant to sub-clause (b) ofthe Account Currency Priority and then, to the extent funds on deposit in the Series 2000-1U.S. Dollar Non-Principal Subaccount are not sufficient sub-clause (c) ofthe Account Currency Priority, shall be converted into Euro at the applicablecurrency Spot Rate provided by the Paying Agent prior to any such transfer.

####  

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

###  

## **SECTION 3A.04**                                                      Determination of Interest.

## ** **

The amount inrespect of interest distributable with respect to the Series 2000-1 VFCCertificates on each Distribution Date for the Accrual Period then ending shallbe determined by the Master Servicer as follows:

 

(a)                                  (i)                                     (1) For the Series 2000-1 U.S. Dollar VFC Certificates,the amount of interest distributable (“**Series 2000-1 U.S.Dollar Monthly Interest Distribution**”) on each Distribution Dateshall be the aggregate amount of Series 2000-1 Daily U.S. Dollar InterestExpense accrued during the Accrual Period ending on such Distribution Date and (2) forthe Series 2000-1 Euro VFC Certificates, the amount of interestdistributable (“**Series 2000-1 Euro Monthly InterestDistribution**”) on each Distribution Date shall be the aggregateamount of Series 2000-1 Daily Euro Interest Expense accrued during theAccrual Period ending on such Distribution Date.

 

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

####  

#### (iii)                               If the Series 2000-1 U.S. Dollar Certificate Rate applicable toany Series 2000-1 U.S. Dollar VFC Certificate or the Series 2000-1Euro Certificate Rate applicable to any Series 2000-1 Euro VFC Certificatechanges during any Accrual Period, the Funding Agent with respect to the VFCPurchaser Group to which such change applies shall notify the Trustee and theMaster Servicer of such changes.  Theparties to this Supplement hereby acknowledge and agree that the Series 2000-1CP Rate determined with respect to any Series 2000-1 CP Tranche

 

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#### represents an estimate of the expected CP Rate thatwould apply to the funding of such Series 2000-1 CP Tranche for therelevant Series 2000-1 CP Rate Period. At least two (2) Business Days prior to the last day of the AccrualPeriod, the related Funding Agent shall notify the Trustee and the MasterServicer of the actual CP Rate and corresponding CP Costs for the AccrualPeriod then ending.

####  

#### (iv)                              Following any change in the amount of any Series 2000-1Eurodollar Tranche, Series 2000-1 CP Tranche or Series 2000-1Floating Tranche or the Series 2001-1 U.S. Dollar Certificate Rate or Series 2000-1Euro Certificate Rate which applies to all or any portion thereof during anAccrual Period:

####  

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

#####  

##### (B)                                the Master Servicer shall amend the Monthly Settlement Report toreflect the adjustment in the Series 2000-1 U.S. Dollar Monthly Interestor Series 2000-1 Euro Monthly Interest for such Accrual Period caused bysuch change and any consequent adjustments and the Master Servicer shall alsoprovide written notification to the Trustee of any such change in the Series 2000-1U.S. Dollar Certificate Rate or the Series 2000-1 Euro Certificate Rate.

#####  

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

#####  

### (b)                                 (i)                                     On each Distribution Date, the Master Servicer shall determine theexcess, if any (the “**Series 2000-1 U.S.Dollar Interest Shortfall**”), of (i) the aggregate Series 2000-1U.S. Dollar Monthly Interest Distribution for the Accrual Period ending on suchDistribution Date over (ii) the sum of (A) the amount that will beavailable to be distributed to the Series 2000-1 Purchasers on suchDistribution Date in respect thereof pursuant to **Sections3A.03** and **3A.06(a) **and(B) the amount of any Servicer Advances made by the Master Servicerpursuant to **Section 2.06** of the ServicingAgreement and **Section 3A.02(d)**.  If the Series 2000-1 U.S. DollarInterest Shortfall with respect to any Distribution Date is greater than zero,an additional amount (“**Series 2000-1 U.S.Dollar Additional Interest**”) equal to the product of (A) thenumber of days until such Series 2000-1 U.S. Dollar Interest Shortfallshall be repaid **divided by** 365 (or 366, as thecase may be), (B) the ABR **plus** 2.0% and (C) suchSeries 2000-1 U.S. Dollar Interest Shortfall that has not been paid to theSeries 2000-1 Purchasers shall be payable as provided herein with respectto the Series 2000-1 U.S. Dollar VFC Certificates on each DistributionDate

 

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### following such Distribution Date to butexcluding the Distribution Date on which such Series 2000-1 U.S. DollarInterest Shortfall is paid to the Series 2000-1 U.S. Dollar VFCCertificateholders.

###  

#### (ii)                                  On each Distribution Date, the Master Servicer shall determine theexcess, if any (the “**Series 2000-1 EuroInterest Shortfall**”), of (i) the aggregate Series 2000-1Euro Monthly Interest Distribution for the Accrual Period ending on suchDistribution Date over (ii) the sum of (A) the amount that will beavailable to be distributed to the Series 2000-1 Purchasers on suchDistribution Date in respect thereof pursuant to **Sections3A.03** and **3A.06(a) **and(B) the amount of any Servicer Advances made by the Master Servicerpursuant to **Section 2.06** of the ServicingAgreement and **Section 3A.02(d)**.  If the Series 2000-1 Euro InterestShortfall with respect to any Distribution Date is greater than zero, anadditional amount (“**Series 2000-1 EuroAdditional Interest**”) equal to the product of (A) the number ofdays until such Series 2000-1 Euro Interest Shortfall shall be repaid **divided by** 365 (or 366, as the case may be), (B) theABR **plus** 2.0% and (C) such Series 2000-1Euro Interest Shortfall that has not been paid to the Series 2000-1Purchasers shall be payable as provided herein with respect to the Series 2000-1Euro VFC Certificates on each Distribution Date following such DistributionDate to but excluding the Distribution Date on which such Series 2000-1Euro Interest Shortfall is paid to the Series 2000-1 Euro VFCCertificateholders.

####  

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

###  

#### (i)                                     prior to a Conduit Purchaser Termination Event with respect to therelated Series 2000-1 Conduit Purchaser, to a Series 2000-1 CPTranche commencing on such Business Day by giving the Administrative Agent andeach Funding Agent irrevocable written or telephonic (confirmed in writing)notice thereof, which notice must be received by the Funding Agents prior to7:00 a.m. New York City time, two Business Days prior to such Business Day(**provided** that the selection of Series 2000-1CP Tranches shall be at the sole discretion of the related Funding Agents); or

####  

#### (ii)                                  (x) on or after the occurrence of a Conduit Purchaser TerminationEvent or Series 2000-1 Purchase Date with respect to the related ConduitPurchaser, to one or more Series 2000-1 Eurodollar Tranches by referenceto the ABR by giving the Administrative Agent and the Funding Agentsirrevocable written or telephonic (confirmed in writing) notice, thereof, whichnotice must be received prior to 7:00 a.m. New York City time on suchBusiness Day, or (y) on or after the occurrence of a Conduit PurchaserTermination Event with respect to the related Conduit Purchaser or Series 2000-1Purchase Date with respect to the related Conduit Purchaser, to one or more Series 2000-1Eurodollar Tranches with Series 2000-1 Eurodollar Periods commencing onsuch Business Day by giving the Administrative

 

27

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#### Agent and the Funding Agents irrevocable written ortelephonic (confirmed in writing) notice thereof, which notice must be receivedby the Funding Agents prior to 7:00 a.m. New York City time, threeBusiness Days prior to such Business Day.

####  

Each suchnotice shall specify (A) the applicable Business Day, (B) the Series 2000-1Available Pricing Amount that shall be allocable to any Series 2000-1 CPTranche and (C) the Series 2000-1 Eurodollar Period and the portionof the Series 2000-1 Available Pricing Amount being allocated to each Series 2000-1Eurodollar Tranche, if any.  On or afterany Series 2000-1 Purchase Date with respect to a VFC Purchaser Group,each Funding Agent shall notify the related Series 2000-1 APA Banks of thecontents of each such notice promptly upon receipt thereof.  So long as no Conduit Purchaser TerminationEvent has occurred with respect to any of the Series 2000-1 ConduitPurchasers, the allocation of Series 2000-1 Available Pricing Amount to Series 2000-1CP Tranches shall be allocated as among the Series 2000-1 Conduit Purchasers*pro rata* based on their VFC Pro RataShare.

 

### (d)                                 Notwithstandinganything to the contrary contained in this **Section 3A.04**:

###  

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

####  

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

####  

##### (A)                              the portion of the Series 2000-1 Purchaser Invested Amount withrespect to such Series 2000-1 APA Bank allocable to each Series 2000-1Eurodollar Tranche must be in an amount equal to $500,000 or an integralmultiple of $500,000 in excess thereof;

#####  

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

#####  

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

#####  

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

 

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

## ** **

### (a)                                  **Payments of Series 2000-1 Principal**.  The amount of principal inrespect of the Series 2000-1 U.S. Dollar VFC Certificates (the “**Series 2000-1 U.S. Dollar Monthly Principal Payment**”)and the amount of principal in respect of the Series 2000-1 Euro VFCCertificates (the “**Series 2000-1 EuroMonthly Principal Payment**”) distributable from the Series 2000-1Principal Concentration Subaccounts on each Distribution Date during the Series 2000-1Amortization Period shall be equal to the amount on deposit in such subaccountson the immediately preceding Settlement Report Date after giving effect to anypayments required to be made to the FX Counterparty pursuant to any Series 2000-1FX Hedging Agreements with respect to the Series 2000-1 VFC Certificates; **provided**, **however**, thatthe Series 2000-1 U.S. Dollar Monthly Principal Payment and the Series 2000-1Euro Monthly Principal Payment on any Distribution Date shall not exceed the Series 2000-1U.S. Dollar Invested Amount and the Series 2001 Euro Invested Amount,respectively, on such Distribution Date after giving effect to the reductionsand increases pursuant to **paragraphs (b) **and**(c) **below.  Further, on any other Business Day during theSeries 2000-1 Amortization Period, funds shall be distributed from the Series 2000-1Principal Concentration Subaccounts to the Series 2000-1 VFCCertificateholders in accordance with **Section 2.07**of this Supplement.

###  

### (b)                                 **Reductions to Series 2000-1 Principal**.  If, on any SpecialAllocation Settlement Report Date, the Series 2000-1 Allocable Charged-OffAmount is greater than zero for the related Settlement Period, the Trusteeshall (in accordance with the written directions of the Master Servicerprovided in accordance with **Section 3.01(b)(ii) **ofthe Agreement, upon which the Trustee may conclusively rely, subject to itsobligation to perform the procedures set forth in the Internal OperatingProcedures Memorandum) make the following applications of such amount in thefollowing order of priority:

###  

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

####  

#### (ii)                                  **second,**to the extentthat the Series 2000-1 Allocable Charged-Off Amount is greater than zerofollowing the applications in **clause (i) **above,the Series 2000-1 U.S. Dollar Invested Amount and the Series 2000-1Euro Invested Amount shall be reduced *pro rata* (butnot below zero) by such remaining Series 2000-1 Allocable Charged-OffAmount (which shall be reduced by the amount so applied) and such reductionshall be allocated to the Series 2000-1 Purchaser U.S. Dollar InvestedAmount and the Series 2000-1 Purchaser Euro Invested Amount on a *pro rata* basis.

####  

### (c)                                  **Increases to Series 2000-1 Principal**.  If, on any SpecialAllocation Settlement Report Date, the Series 2000-1 Allocable RecoveriesAmount is greater than zero for the related Settlement Period, the Trusteeshall (in accordance with written directions from the Master Servicer uponwhich the

 

29

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### Trustee may conclusively rely, subject toits obligation to perform the procedures set forth in the Internal OperatingProcedures Memorandum) make the following applications (after giving effect tothe applications in **Section 3A.05(b) **ofsuch amount in the following order of priority):

###  

#### (i)                                     **first**, the Series 2000-1U.S. Dollar Invested Amount and the Series 2000-1 Euro Invested Amountshall be increased *pro rata* (butonly to the extent of any previous reductions of the Series 2000-1 U.S.Dollar Invested Amount and the Series 2000-1 Euro Invested Amount pursuantto **Section 3A.05(b)(ii)**) by theamount of the Series 2000-1 Allocable Recoveries Amount (which shall bereduced by the amount so applied) and such increase shall be allocated to the Series 2000-1Purchaser U.S. Dollar Invested Amount and the Series 2000-1 Purchaser EuroInvested Amount on a *pro rata* basis;and

####  

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

####  

## **SECTION 3A.06**                                                      Applications.

 

### (a)                                  **Series 2000-1 Accrued Interest Subaccounts.**

###  

The Trustee shalldistribute to the Paying Agent, based solely on the information provided to theTrustee by the Master Servicer in the Daily Report (upon which the Trustee mayconclusively rely, subject to its obligation to perform the procedures setforth in the Internal Operating Procedures Memorandum), on each DistributionDate, from amounts on deposit in the Series 2000-1 Accrued InterestSubaccounts in accordance with the Account Currency Priority:

 

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

 

(ii)                                  *pro rata*:

 

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

 

30

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(y)                                 for the Series 2000-1 Euro VFC Certificates, an amount equal tothe Series 2000-1 Euro Monthly Interest Distribution payable on suchDistribution Date (such amount, the “**Series 2000-1 EuroMonthly Interest Payment**”), **plus** the amountof any Series 2000-1 Euro Monthly Interest Payment previously due but notdistributed to the Series 2000-1 Purchasers on a prior Distribution Date, **plus** the amount of any Series 2000-1 Euro AdditionalInterest for such Distribution Date and any Series 2000-1 Euro AdditionalInterest previously due but not distributed to the applicable Series 2000-1Purchasers on a prior Distribution Date.

 

### (b)                                 **Series 2000-1 Non-Principal ConcentrationSubaccounts.**

###  

On eachDistribution Date, the Trustee shall, based solely on the information providedto the Trustee by the Master Servicer in the Daily Report (upon which theTrustee may conclusively rely, subject to its obligation to perform theprocedures set forth in the Internal Operating Procedures Memorandum), applyfunds on deposit in the Series 2000-1 Non-Principal ConcentrationSubaccounts in the following order of priority to the extent funds areavailable:

 

#### (i)                                     **first**, an amount equalto the Series 2000-1 Monthly Servicing Fee for the Accrual Period endingon such Distribution Date shall be withdrawn by the Trustee and paid to theMaster Servicer (**less** any amounts payable to theTrustee pursuant to **Section 8.05**of the Agreement, which shall be paid to the Trustee) from the Series 2000-1Non-Principal Concentration Subaccounts in accordance with the Account CurrencyPriority (amounts paid pursuant to sub-clauses (b) and (c) of theAccount Currency Priority shall be converted to U.S. Dollars at the applicablecurrency Spot Rate provided by the Paying Agent);

####  

#### (ii)                                  **second**, (following theapplications in **clause (i)**, an amount equal to anySeries 2000-1 Program Costs due and payable shall be withdrawn by theTrustee and paid to the Persons owed such amounts from the Series 2000-1Non-Principal Concentration Subaccounts in accordance with the Account CurrencyPriority; and

####  

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

 

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

###  

During the Series 2000-1Amortization Period and following the occurrence of the Series 2000-1Optional Termination Date, the Trustee shall, based solely on the informationprovided to the Trustee by the Master Servicer in the Daily Report (upon whichthe Trustee may conclusively rely, subject to its obligation to perform theprocedures set forth in the Internal Operating Procedures Memorandum), apply,on each Distribution Date, amounts on deposit in the Series 2000-1Principal Concentration Subaccounts in the following order of priority:

 

#### (i)                                     **first**, an amount equalto the Outstanding Amount Advanced with respect to the Series 2000-1, ifany, shall be distributed from the applicable Series 2000-1 PrincipalSubaccount corresponding to the Approved Currency in which the Master Servicerhas made the Servicer Advance to the account designated by the Master Servicerpursuant to **Section 3A.02(d)**;

####  

#### (ii)                                  **second**, an amountequal to the Series 2000-1 U.S. Dollar Monthly Principal Payment and the Series 2000-1Euro Monthly Principal Payment for such Distribution Date shall be distributedto the Paying Agent, on behalf of the Series 2000-1 Purchasers, from the Series 2000-1Principal Concentration Subaccounts in accordance with the Account CurrencyPriority *pro rata* to the Series 2000-1 U.S.Dollar VFC Certificateholders and the Series 2000-1 Euro VFCCertificateholders in reduction (to zero) of the Series 2000-1 U.S. DollarInvested Amount and the Series 2000-1 Euro Invested Amount, respectively;

####  

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

####  

#### (iv)                              **fourth**, following thepayment in full of all amounts set forth in **clauses (i),(ii) **and **(iii) **above,the remaining (if any) amounts on deposit in the Series 2000-1 PrincipalConcentration Subaccounts on such Distribution Date, if any, shall bedistributed to the Company, as holder of the Series 2000-1 SubordinatedInterests.

####  

#### Notwithstanding the foregoing, during the AmortizationPeriod the Administrative Agent may, at the direction of any Funding Agent,apply (or direct the Paying Agent to apply) amounts on deposit in the Series 2000-1Principal Concentration Accounts as between the Series 2000-1 Euro VFCCertificate and the Series 2000-1 U.S. Dollar VFC Certificates taking intoaccount prevailing exchange rates in order to maximize payments in respect ofthe Series 2000-1 Euro Invested Amount and the Series 2000-1 U.S.Dollar

 

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#### Invested Amount; **provided** thatsuch application by the Administrative Agent, at the direction of any FundingAgent, shall be made on an equitable basis taking into account the outstanding Series 2000-1Invested Amount in respect of each Funding Agent.

####  

# **ARTICLE IV**

# ** **

# **DISTRIBUTIONS AND REPORTS**

# ** **

**Article IV** of the Agreement (except for any portion thereof relating toanother Series) shall read in its entirety as follows and the following shallbe exclusively applicable to the Series 2000-1 VFC Certificate issuedpursuant to this Supplement:

 

## **SECTION 4A.01**                                                      Distributions.

## ** **

### (a)                                  On each Distribution Date, the Trustee shall distribute to eachFunding Agent with respect to its VFC Purchaser Group from the accountsindicated in **Article III** the aggregateamount to be distributed to all Series 2000-1 Purchasers pursuant to **Article III**. Each Funding Agent shall distribute to each related Series 2000-1Purchaser its Pro rata Share of such amounts based upon each Series 2000-1Purchaser’s Series 2000-1 Commitment Percentage.

###  

### (b)                                 All allocations and distributions hereunder shall be in accordancewith the Daily Report and the Monthly Settlement Report and shall be made inaccordance with the provisions of **Section 11.04**and subject to **Section 3.01(i) **of theAgreement.

###  

## **SECTION 4A.02**                                                      Daily Reports.

## ** **

The MasterServicer shall provide each Funding Agent, the Trustee and the LiquidationServicer with a Daily Report in accordance with **Section 4.01**of the Servicing Agreement and substantially in the form of **Exhibit D** to this Supplement.  Each Funding Agent shall make copies of theDaily Report available to its related Series 2000-1 Purchasers, uponreasonable request, at such Funding Agent’s office at its address as specifiedfrom time to time in accordance with **Section 11.09**.

 

## **SECTION 4A.03**                                                      Reports and Notices.

## ** **

### (a)                                  **Monthly Settlement Reports**.  On each Settlement ReportDate, the Master Servicer shall deliver to the Trustee, each Funding Agent andthe Liquidation Servicer a Monthly Settlement Report in the Form of **Exhibit E** to this Supplement setting forth, among otherthings, the Series 2000-1 Loss Reserve Ratio, the Series 2000-1Dilution Reserve Ratio, the Series 2000-1 Minimum Ratio, the Series 2000-1Ratio, the Series 2000-1 U.S. Dollar Monthly Interest, the Series 2000-1Euro Monthly Interest, the Series 2000-1 U.S. Dollar Additional Interest,the Series 2000-1 Euro Additional Interest, the Series 2000-1Carrying Cost Reserve Ratio, the Servicing Reserve Ratio, the Series 2000-1Monthly Servicing Fee, the Series 2000-1 U.S. Dollar Monthly PrincipalPayment, the Series 2000-1 Euro Monthly Principal Payment, the ServicerAdvances made by the Master Servicer during the related Settlement Period, andOutstanding Amount Advanced as of the end of the related

 

33

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### Settlement Period, each as recalculatedtaking into account the immediately preceding Settlement Period and to beapplied for the period commencing on (and including) such Settlement ReportDate and ending on (and not including) the next succeeding Settlement ReportDate.  Each Funding Agent shall forward acopy of each Monthly Settlement Report to any of its related Series 2000-1Purchasers upon request by any such Series 2000-1 Purchaser.

###  

### (b)                                 **Annual Certificateholders’ Tax Statement**.  On or before January 31of each calendar year (or such earlier date as required by applicable law), theMaster Servicer on behalf of the Trustee shall furnish, or cause to befurnished, to each Person who at any time during the preceding calendar yearwas a Series 2000-1 Purchaser, a statement prepared by the Master Servicercontaining the aggregate amount distributed to such Person for such precedingcalendar year or the applicable portion thereof during which such Person was a Series 2000-1Purchaser, together with such other information as is required to be providedby an issuer of indebtedness under the Code and such other customaryinformation as the Master Servicer deems necessary to enable the Series 2000-1Purchasers to prepare their tax returns. Such obligation of the Master Servicer shall be deemed to have beensatisfied to the extent that substantially comparable information shall havebeen provided by the Trustee, the related Funding Agent or the Master Servicerpursuant to any requirements of the Code as from time to time in effect.  Tax returns for the Trust shall be preparedby the Company (or the Master Servicer on its behalf) in accordance with Section 8.11of the Agreement and the Trustee shall be under no obligation to prepare taxreturns for the Trust.

###  

### (c)                                  **Series 2000-1 Early AmortizationEvent/Distribution of Principal Notices**.  Upon the Company or the Master Servicerobtaining actual knowledge of the occurrence of a Series 2000-1 EarlyAmortization Event or Potential Series 2000-1 Early Amortization Event,the Master Servicer shall give prompt written notice thereof to the Trustee,the Liquidation Servicer, the Administrative Agent and to each FundingAgent.  As promptly as reasonablypracticable after its receipt of notice of the occurrence of a Series 2000-1Early Amortization Event, each Funding Agent shall give notice to each related Series 2000-1Purchaser.  In addition, on the Business Daypreceding each day on which a distribution of principal is to be made duringthe Series 2000-1 Amortization Period, the Master Servicer shall directeach Funding Agent (with a copy to the Administrative Agent) to send notice toeach related Series 2000-1 Purchaser, which notice shall set forth theamount of principal to be distributed on the related date to each Series 2000-1Purchaser with respect to the outstanding Series 2000-1 VFC Certificates.

###  

# **ARTICLE V**

# ** **

# **ADDITIONAL SERIES 2000-1 EARLY AMORTIZATIONEVENTS**

# ** **

## **SECTION 5.01**                                                               Additional Series 2000-1 Early Amortization Events.

## ** **

If any one of:(I) the events specified in **Section 7.01**of the Agreement or (II) the following events (each, a “**Series 2000-1Early Amortization Event**”), shall occur, in each case after

 

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giving effectto the lapse of any grace period, the giving of any notice or making of anydetermination applicable thereto:

 

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

###  

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

####  

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

####  

**provided**, **however**, that no Series 2000-1 Early Amortization shallexist if such failure is directly attributable to a Trustee Force MajeureDelay;

 

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

###  

### (c)                                  any representation or warranty made or deemed made by the Company inany Pooling and Servicing Agreement to or for the benefit of the Series 2000-1Purchasers shall prove to have been incorrect in any material respect when madeor when deemed made that continues to be incorrect fifteen (15) Business Daysafter the earlier of (i) the date on which a Responsible Officer of theCompany or a Responsible Officer of the Master Servicer has knowledge of suchfailure and (ii) the date on which notice of such failure, requiring thesame to be remedied, shall have been given to the Company by the Trustee or tothe Company and the Trustee by the Administrative Agent at

 

35

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### the direction of the Series 2000-1Majority Purchasers and as a result of such incorrectness, the interests,rights or remedies of the Series 2000-1 Purchasers have been materiallyand adversely affected;

###  

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

###  

### (e)                                  a Program Termination Event shall have occurred and be continuingwith respect to any Originator; **provided**, **however**, that the Administrative Agent acting at thedirection of all Series 2000-1 Purchasers may waive any such event intheir sole discretion;

###  

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

###  

### (g)                                 the Trust shall for any reason cease to have a continuing firstpriority perfected security interest in any or all of the Participation Amountsand the Participation Assets related thereto (subject to no other Liens otherthan any Permitted Liens) or any of the Master Servicer, the Company, anOriginator or any Affiliate of any of the foregoing, shall so assert;

###  

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

###  

### (i)                                     a notice of a Lien shall have been filed by the PBGC against theCompany or the Trust under Section 412(n) of the Code or Section 302(f) ofERISA for a failure to make a required installment or other payment to a planto which Section 412(n) of the Code or Section 302(f) of ERISAapplies unless there shall have been delivered to the Trustee and each FundingAgent proof of the release of such Lien;

###  

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

###  

### (k)                                  the average Dilution Ratio for the three (3) preceding SettlementPeriods exceeds 4.50% for 6 months from the date of this Supplement andthereafter, 4.00%;

###  

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

###  

### (m)                               the average Delinquency Ratio for the three (3) precedingSettlement Periods exceeds 5.0%;

###  

### (n)                                 the Servicer Guarantor or any of its Subsidiaries shall default inthe observance or performance of any agreement or condition relating to any ofits outstanding Indebtedness or contained in any instrument or agreementevidencing, securing or relating thereto, or any other event shall occur or

 

36

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### condition exist, the effect of whichdefault or other event or condition is to cause such Indebtedness to become dueprior to its stated maturity; **provided**, **however**, that no Series 2000-1 Early Amortization Eventshall be deemed to occur under this paragraph unless the aggregate amount ofIndebtedness in respect of which any default or other event or conditionreferred to in this paragraph shall have occurred shall be equal to at least$50,000,000;

###  

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

###  

### (p)                                 one or more judgments or decrees shall be entered against theServicer Guarantor or the Company involving in the aggregate a liability (notpaid or fully covered by insurance) of (i) with respect to the ServicerGuarantor, $50,000,000 or (ii) with respect to the Company, $25,000 ormore and such judgments or decrees shall not have been vacated, discharged,stayed or bonded pending appeal within thirty (30) days from the entry thereof;

###  

### (q)                                 a Change of Control shall occur;

###  

### (r)                                    notwithstanding **Sections 2.08(s)**and **6.03** of the Agreement, a merger or transactioninvolving Huntsman International, the Company or an Originator, whereby it isnot the surviving entity unless (A) such merger or transaction does not,in the reasonable opinion of the Administrative Agent or any Funding Agent,have a Material Adverse Effect with respect to it and (B) legal opinionsin form and substance satisfactory to each Funding Agent and satisfying withrespect to all Series are delivered to the Trustee, the AdministrativeAgent and each Funding Agent; and

###  

### (s)                                  failure to comply with the FX Hedging Policy if such failure is notremedied within three (3) Business Days of the date such failure occurs,

###  

then, in thecase of (x) any event described in **Section 7.01(a) **ofthe Agreement, automatically without any notice or action on the part of theTrustee or Series 2000-1 Purchasers, an Early Amortization Period shallimmediately commence or (y) any other event described above, after theapplicable grace period (if any) set forth in the applicable Section, theTrustee may, and at the written direction of any Funding Agent, shall, bywritten notice then given to the Company and the Master Servicer, declare thatan Early Amortization Period has commenced as of the date of such notice withrespect to Series 2000-1 (any such period under **clause (x)**or **(y)** above, a “**Series 2000-1Early Amortization Period**”); **provided** that adefault by the Company in the payment of a Subordinated Loan shall notconstitute a Series 2000-1 Early Amortization Event hereunder.  Upon the occurrence of a Series 2000-1Early Amortization Event or a Potential Series 2000-1 Early AmortizationEvent, the Administrative Agent may, or shall at the written direction of anyFunding Agent, direct each Obligor to make all payments with respect toReceivables directly to the relevant currency account established by theTrustee pursuant to **Section 3.01(a) **ofthe Agreement.  Notwithstanding theforegoing, the Company, at its option, may deliver U.S. Dollars and/or Euro (asapplicable) to the Trustee in an amount sufficient to cure any EarlyAmortization

 

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Event that iscapable of being cured by such delivery of U.S. Dollars and/or Euro (asapplicable) only out of Collections from the Series 2000-1 ConcentrationAccounts.  Any cash so delivered to theTrustee shall be in the form of a Subordinated Loan made by the Company to theTrust and shall be subject to the provisions of **Section 11.16**.

 

# **ARTICLE VI**

# ** **

# **SERVICING FEE**

# ** **

## **SECTION 6.01**                                                              Servicing Compensation.

## ** **

A monthlyservicing fee (the “**Series 2000-1 MonthlyServicing Fee**”) shall be payable to the Master Servicer on eachDistribution Date for the preceding Settlement Period, in an amount equal tothe product of (a) the Servicing Fee and (b) a fraction, thenumerator of which shall be equal to the Series 2000-1 Invested Amount asof the end of the preceding Settlement Period and the denominator of whichshall be equal to the sum of (1) the Series 2000-1 AggregateCommitment Amount and (2) the sum of the Invested Amounts for all other OutstandingSeries, each calculated as of the end of such preceding Settlement Period.  To the extent that funds on deposit in the Series 2000-1Non-Principal Concentration Subaccounts at any such date are insufficient topay the Series 2000-1 Monthly Servicing Fee due on such date as set forthin the Monthly Settlement Report delivered by the Master Servicer to theTrustee, the Trustee shall so notify the Master Servicer and the Company, andthe Company will be obligated to immediately pay the Master Servicer the amountof any such deficiency; **provided** thatany payments to be made by the Company pursuant to this Section shall (i) beCompany Subordinated Obligations, (ii) be made solely from funds availableto the Company that are not required to be applied to Company UnsubordinatedObligations then due and (iii) not constitute a general recourse claimagainst the Company but only a claim against the Company, to the extent offunds available after the satisfaction of all Company UnsubordinatedObligations then due; **provided, further,**that the Series 2000-1 Monthly Servicing Fee payable to a Successor MasterServicer (which will be payable to the Liquidation Servicer in accordance withthe preceding sentence) will not be a Company Subordinated Obligation and shallalso be payable from the application of funds from the Series 2000-1Non-Principal Concentration Subaccounts in accordance with **Section 3A.06(b)**.  Notwithstanding any other provision of thisSupplement or any other Transaction Document, the Monthly Servicing Fee,including the Series 2000-1 Monthly Servicing Fee, payable to a SuccessorMaster Servicer shall be paid to the Liquidation Servicer so long as theLiquidation Servicer has not resigned or been terminated.

 

# **ARTICLE VII**

# ** **

# **CHANGE IN CIRCUMSTANCES**

# ** **

## **SECTION 7.01**                                                              Illegality.

## ** **

Notwithstandingany other provision herein, if, after the Series 2000-1 Issuance Date, orwith respect to any Person becoming a Series 2000-1 Purchaser or a Series 2000-1APA Bank subsequent to the Series 2000-1 Issuance Date, after the new datesuch Person became a Series 2000-1 Purchaser or a Series 2000-1 APABank, as applicable (the “**Series 2000-1Acquisition Date**”), the adoption of or any change in any Requirementof Law or in the interpretation or administration thereof by any GovernmentalAuthority charged with the administration or interpretation thereof shall makeit unlawful for any Series 2000-1

 

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Purchaser or Series 2000-1APA Bank to make or maintain its portion of the Series 2000-1 VFCCertificateholder’s Interest in any Series 2000-1 Eurodollar Tranche andsuch Series 2000-1 Purchaser or Series 2000-1 APA Bank, asapplicable, shall provide written notice to its Funding Agent, theAdministrative Agent, the Trustee, the Master Servicer and the Company, theneffective upon the commencement of the next Series 2000-1 EurodollarPeriod, or immediately if it shall be unlawful for such Series 2000-1Purchaser or Series 2000-1 APA Bank to make or maintain its portion of theSeries 2000-1 VFC Certificateholder’s Interest in any Series 2000-1Eurodollar Tranche to the end of the applicable Series 2000-1 EurodollarPeriod, Series 2000-1 Daily U.S. Dollar Interest Expense and Series 2000-1Daily Euro Interest Expense in respect of the portion of each Series 2000-1Eurodollar Tranche applicable to such Series 2000-1 Purchaser or Series 2000-1APA Bank shall until the foregoing notice is withdrawn by such Series 2000-1Purchaser or Series 2000-1 APA Bank be calculated by reference to the ABR(such calculation shall be performed by the Administrative Agent and in theabsence of manifest error shall be binding and conclusive).  If any such change in the method ofcalculating the Series 2000-1 Daily U.S. Dollar Interest Expense or Series 2000-1Daily Euro Interest Expense occurs on a day which is not the last day of the Series 2000-1Eurodollar Period with respect to any Series 2000-1 Eurodollar Tranche,the Company shall pay to the applicable Funding Agent for the account of such Series 2000-1Purchaser or Series 2000-1 APA Bank the amounts, if any, as may berequired pursuant to **Section 7.04**.

 

## **SECTION 7.02**                                                              Requirements of Law.

## ** **

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

###  

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

####  

#### (ii)                                  shall impose, modify or deem applicable any reserve, specialdeposit, compulsory loan or similar requirement against assets held by,deposits or other liabilities in or for the account of, advances, loans orother extensions of credit by, or any other acquisition of funds by, any officeof such Series 2000-1 Purchaser or Series 2000-1 APA Bank which isnot otherwise included in the determination of the Eurodollar Rate;

####  

and the resultof any of the foregoing is to increase the cost to such Series 2000-1Purchaser or Series 2000-1 APA Bank by an amount which such Series 2000-1Purchaser or Series 2000-1 APA Bank deems in its reasonable judgment to bematerial, of making, converting into, continuing or maintaining

 

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Series 2000-1Eurodollar Tranches or to reduce any amount receivable hereunder in respectthereof, then, in any such case, the Company will pay to such Series 2000-1Purchaser or Series 2000-1 APA Bank upon demand such additional amount oramounts as will compensate such Series 2000-1 Purchaser or Series 2000-1APA Bank for such additional costs incurred or reduced amount receivable otherthan amounts with respect to Taxes for which the Company is held harmlesspursuant to **Section 7.03** and withoutduplication of any amounts for which the Company is obligated to make paymentunder **Section 7.03**.

 

### (b)                                 If any Series 2000-1 Purchaser which is a depositoryinstitution or trust company subject to supervision and examination by federal,state or foreign banking or depository institution authorities or Series 2000-1APA Bank (i) that is a Series 2000-1 Purchaser or Series 2000-1APA Bank, as the case may be, on the date hereof shall have determined that theadoption after the Series 2000-1 Issuance Date of or any change after the Series 2000-1Issuance Date or (ii) that becomes a Series 2000-1 Purchaser or Series 2000-1APA Bank, as the case may be, after the date hereof shall have determined thatthe adoption after the Series 2000-1 Acquisition Date of, or any changeafter the Series 2000-1 Acquisition Date, in any Requirement of Lawregarding capital adequacy or in the interpretation or application thereof orcompliance by such Series 2000-1 Purchaser or Series 2000-1 APA Bankor any corporation controlling such Series 2000-1 Purchaser or Series 2000-1APA Bank with any request or directive regarding capital adequacy (with respectto any Series 2000-1 Purchaser which is a banking institution) (whether ornot having the force of law) from any Governmental Authority made subsequent tothe date hereof shall have the effect of reducing the rate of return on such Series 2000-1Purchaser’s, such Series 2000-1 APA Bank’s or such corporation’s capital(with respect to any Series 2000-1 Purchaser which is a bankinginstitution) as a consequence of its obligations hereunder or under theTransaction Documents to a level below that which such Series 2000-1Purchaser, such Series 2000-1 APA Bank or such corporation could haveachieved but for such adoption, change or compliance (taking into considerationsuch Series 2000-1 Purchaser’s, such Series 2000-1 APA Bank’s or suchcorporation’s policies with respect to capital adequacy) by an amount deemed bysuch Series 2000-1 Purchaser or Series 2000-1 APA Bank in itsreasonable judgment to be material, then from time to time, the Company willpromptly pay to such Series 2000-1 Purchaser or Series 2000-1 APABank such additional amount or amounts as will compensate such Series 2000-1Purchaser or Series 2000-1 APA Bank for such reduction suffered.

###  

### (c)                                  Any payments to be made by the Company pursuant to this Section shall(i) be Company Subordinated Obligations, (ii) be made solely fromfunds available to the Company that are not required to be applied to CompanyUnsubordinated Obligations then due and (iii) until the date that is oneyear and one day after payment in full of the Company UnsubordinatedObligations, not constitute a general recourse claim against the Company aftersatisfying all Company Unsubordinated Obligations then due at any time duringthe period of one year and one day following the date on which all CompanyUnsubordinated Obligations have been paid in full, except to the

 

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### extent that funds are available (includingfunds available to the Company pursuant to the exercise of its right toindemnity and other payments pursuant to **Sections 2.06**and**8.02**of the Origination Agreements) tothe Company to make such payments.

###  

### (d)                                 If any Series 2000-1 Purchaser or Series 2000-1 APA Bankbecomes entitled to claim any additional amounts pursuant to **Section (a) **or **(b) **above,it shall promptly notify the Master Servicer and the Company (with a copy tothe Administrative Agent and each Funding Agent) of the event by reason ofwhich it has become so entitled.  Acertificate setting forth (i) any additional amounts payable pursuant tothis Section and (ii) a reasonably detailed explanation of thecalculation of such amount or amounts submitted by such Series 2000-1Purchaser or Series 2000-1 APA Bank to the Company (with a copy to eachFunding Agent) shall be conclusive in the absence of manifest error.  The agreements in this Section shallsurvive the termination of this Supplement and the Agreement and the payment ofall amounts payable hereunder.

###  

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

###  

## **SECTION 7.03**                                                              Taxes.

## ** **

### (a)                                  All payments made by the Company under this Supplement shall be madefree and clear of, and without deduction or withholding for or on account of,any Taxes, excluding (i) any income, franchise, branch profits or similartaxes imposed on or measured by the net income (or in lieu of net income) ofeither Funding Agent, any Series 2000-1 Purchaser or any Series 2000-1APA Bank by (A) the United States or any political subdivision or taxingauthority thereof or therein, (B) any jurisdiction under the laws of whichsuch Funding Agent, such Series 2000-1 Purchaser, such Series 2000-1APA Bank or such lending office is organized, incorporated, resident orcitizen, or in which its lending office is located, managed or controlled or inwhich its principal office is located or any political subdivision or taxingauthority thereof or therein, (ii) for any Series 2000-1 AcquiringPurchaser or Series 2000-1 Participants, taxes to the extent that theywere Series 2000-1 Excluded Taxes (as defined below) with respect to suchperson’s predecessor or to the extent the taxes were Series 2000-1 ExcludedTaxes as a result of the breach (including a breach of warranty), wilfulmisconduct or gross negligence of such predecessor,

 

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### (iii) taxes imposed as a result of anyFunding Agent’s, Series 2000-1 Purchaser’s, Series 2000-1 APA Bank’s,Series 2000-1 Acquiring Purchaser’s or Series 2000-1 Participant’s(and not its predecessor’s) gross negligence or wilful misconduct and (iv) forany Series 2000-1 Purchaser or Series 2000-1 APA Bank that is notorganized under the laws of the United States of America or a State thereof,any United States withholding tax to the extent existing on the Series 2000-1Issuance Date (the Taxes referred to in the foregoing **clauses (i) **—**(iv) **individually or collectivelybeing called “**Series 2000-1 Excluded Taxes**”and any and all other Taxes, collectively or individually, being called “**Series 2000-1 Non-Excluded Taxes**”).  Subject to **Section 7.03(b)**,if any such Series 2000-1 Non-Excluded Taxes are required to be withheldfrom any amounts payable to either Funding Agent or any Series 2000-1Purchaser or any Series 2000-1 APA Bank hereunder, the amounts so payableto such Funding Agent or such Series 2000-1 Purchaser or such Series 2000-1APA Bank shall be increased to the extent necessary so that after all requireddeductions have been made in respect of Series 2000-1 Non-Excluded Taxes(including deductions applicable to additional sums payable under this **Section 7.03(a)**) to such Funding Agent, such Series 2000-1Purchaser or such Series 2000-1 APA Banks, as the case may be, receives anamount equal to the amount which would have been due had no such deductionsbeen made.  Whenever any Series 2000-1Non-Excluded Taxes are payable by the Company, as promptly as possiblethereafter, the Company shall send to the relevant Funding Agent for its ownaccount or for the account of such Series 2000-1 Purchaser or Series 2000-1APA Bank, as the case may be, a certified copy of any original official receiptreceived by the Company showing payment thereof or any other proof reasonablyacceptable to such Funding Agent.  Inaddition, the Company agrees to pay any and all present or future stamp ordocumentary taxes and any other excise or property taxes or similar charges orsimilar levies that arise from any payment made under the Agreement, thisSupplement or the Series 2000-1 VFC Certificates or from the execution ordelivery of, or otherwise with respect to, the Agreement, this Supplement, orthe Series 2000-1 VFC Certificates (collectively, “**Series 2000-1Other Taxes**”).  The Companyagrees to indemnify each of the Funding Agents, the Series 2000-1Purchasers and the Series 2000-1 APA Banks for the full amount of any Series 2000-1Non-Excluded Taxes and Series 2000-1 Other Taxes paid by either FundingAgent or any Series 2000-1 Purchaser or any Series 2000-1 APA Bank(as the case may be) and any liability (including penalties, interest andexpenses) arising therefrom or with respect thereto other than any penalties,interest or expense to the extent arising from the failure of such FundingAgent, such Series 2000-1 Purchaser or Series 2000-1 APA Bank to paysuch Taxes or Series 2000-1 Other Taxes on a timely basis.  The relevant Funding Agent shall provideimmediate notice to the Company after receipt of a demand for payment of Series 2000-1Non-Excluded Taxes and Series 2000-1 Other Taxes.  If the Company fails to pay any Series 2000-1Non-Excluded Taxes when due to the appropriate taxing authority or fails toremit to the applicable Funding Agent the required receipts or any other proofreasonably acceptable to such Funding Agent, the Company will indemnify suchFunding Agent, the Series 2000-1 Purchasers and the Series 2000-1 APABanks for any incremental taxes, interest or penalties that may become payableby such Funding Agent or any Series 2000-1 Purchaser

 

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### or any Series 2000-1 APA Bank as aresult of any such failure.  Theagreements in this Section shall survive the termination of this Supplementand the repayment of the Series 2000-1 Invested Amount and all otheramounts payable hereunder.

###  

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

###  

#### (i)                                     deliver to the Master Servicer, the Company, the Trustee and therelated Funding Agent two duly completed copies of United States InternalRevenue Service Form W-8ECI, W-8BEN or W-8IMY, or successor applicableform and such other forms, certificates and documentation as may be necessaryor appropriate to establish, in each case, that it is entitled to receivepayments from the Company without a deduction for U.S. federal withholding taxor with a deduction at a reduced rate. In the case of a Series 2000-1 Purchaser or Series 2001-1 APABank that provides an Internal Revenue Service Form W-8BEN, such Series 2000-1Purchaser or Series 2001-1 APA Bank shall either (i) claim thebenefit of a treaty that provides for a complete exemption from United Stateswithholding tax for payments of interest or (ii) claim the benefit of theU.S. “portfolio interest exemption” by also providing a certification that isnot a “bank” making a loan under this Supplement in the ordinary course of itsbusiness within the meaning of Section 881(c)(3)(a) of the Code or aperson related to the Company in a manner described in Sections 871(h)(3)(B),881(c)(3)(B) or 881(c)(3)(C) of the Code.  If a Series 2000-1 Purchaser or Series 2001-1APA Bank that provides an Internal Revenue Service Form W-8BEN is unableto claim a complete exemption from the United States withholding tax because ofa change in law after the date such Series 2000-1 Purchaser or Series 2001-1APA Bank became a party to this Supplement, the Series 2000-1 Purchaser orSeries 2001-1 APA Bank will be treated as satisfying the requirements ofthis **Section 7.03(b)(i)**, as the casemay be;

####  

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

####  

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

####  

unless anychange in treaty, law or regulation has occurred prior to, and is in effect on,the date on which any such delivery would otherwise be required which would

 

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prevent such Series 2000-1Purchaser or Series 2000-1 APA Bank from duly completing and deliveringany such form with respect to it and such Series 2000-1 Purchaser or Series 2000-1APA Bank so advises the Company and the related Funding Agent.  Each Series 2000-1 Purchaser or Series 2000-1APA Bank shall certify to the Company, the Trustee, the Administrative Agentand the related Funding Agent at the time it first becomes a Series 2000-1Purchaser or Series 2000-1 APA Bank, and thereafter to the extent providedby law, (i) all such forms are true and complete, (ii) that it isentitled to receive payments under this Supplement without, or at a reducedrate of, withholding of any United States federal income taxes and (iii) thatit is entitled to an exemption from United States backup withholding tax.  Each Person that shall become a Series 2000-1Purchaser, a Series 2000-1 APA Bank or a Series 2000-1 Participantpursuant to **Section 11.10** shall, upon theeffectiveness of the related transfer, be required to provide to the Company,the Trustee, the Administrative Agent, the Master Servicer and the relatedFunding Agent all of the forms and statements required pursuant to thisSection, provided that in the case of a Series 2000-1 Participant such Series 2000-1Participant shall furnish all such required forms and statements to the Series 2000-1Purchaser or Series 2000-1 APA Bank from which the related participationshall have been purchased and such Series 2000-1 Purchaser or Series 2000-1APA Bank shall provide such forms to the Company with a duly executed Form W-8IMYand withholding statement.  If theCompany or the Trustee has not received the forms set forth in **Section 7.03(b)(i) **hereof, the Company or theTrustee shall withhold taxes from such payment at the applicable statutory rateand shall not be obliged to make increased payments under **Section 7.03(a) **hereofuntil such forms or other documents are delivered.

 

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

###  

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

###  

### (e)                                  If the Company makes a payment under **Section 7.03(a) **(a“**Tax Payment**”) in respect of a paymentto any Funding Agent, Series 2000-1 Purchaser, Series 2000-1 APABank, Series 2000-1 Acquiring Purchaser or Series 2000-1 Participantunder this Supplement and such person determines in good faith that it hasobtained a refund of tax or obtained and used a credit against tax on itsoverall net income (a “**Tax Credit**”)which such person acting reasonably is able to identify as attributable to thatTax Payment, then provided such person has received all amounts which are thendue and payable by the Company, such person shall reimburse the Company suchamount as such person determines acting reasonably to be such proportion ofthat Tax Credit as will leave such person (after that reimbursement) in no betteror worse position than it would have been in if no Tax Payment had beenrequired.

 

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## **SECTION 7.04**                                                              Indemnity.

## ** **

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

 

### (a)                                  default by the Company in making a borrowing of, conversion into orcontinuation of a Series 2000-1 Eurodollar Tranche after the Company hasgiven irrevocable notice requesting the same in accordance with the **Section 2.05(a)**;

###  

### (b)                                 default by the Company in making a decrease in the Series 2000-1Eurodollar Tranche in connection with a Series 2000-1 Decrease after theCompany has given irrevocable notice thereof in accordance with the provisionsof **Section 2.07(a)(i)**; or

###  

### (c)                                  the making of a decrease of a Series 2000-1 Eurodollar Trancheprior to the termination of the Series 2000-1 Eurodollar Period for such Series 2000-1Eurodollar Tranche.

###  

Suchindemnification may include an amount equal to the excess, if any, of (i) theamount of interest which would have accrued on the amount so prepaid or not soborrowed, converted or continued, for the period from the date of suchprepayment or of such failure to borrow, convert or continue to the last day ofthe Series 2000-1 Eurodollar Period (or in the case of a failure toborrow, convert or continue, the Series 2000-1 Eurodollar Period thatwould have commenced on the date of such prepayment or of such failure) in eachcase at the applicable rate of interest for such Series 2000-1 EurodollarTranche provided for herein (excluding, however, the Series 2000-1Applicable Margin included therein, if any) **over**(ii) the amount of interest (as reasonably determined by such Series 2000-1Purchaser or Series 2000-1 APA Bank) which would have accrued to such Series 2000-1Purchaser or Series 2000-1 APA Bank on such amount by placing such amounton deposit for a comparable period with leading banks in the interbankEurodollar market; **provided** thatany payments made by Huntsman International or the Company pursuant to this **Section 7.04** shall be, without exception, due andpayable from the Company and with respect to amounts owing from the Company anyamounts paid pursuant hereto shall be Company Subordinated Obligations.  This covenant shall survive the terminationof this Supplement and the payment of all amounts payable hereunder.  A certificate of a Series 2000-1Purchaser or Series 2000-1 APA Bank setting forth (x) any amount that suchSeries 2000-1 Purchaser or Series 2000-1 APA Bank is entitled toreceive pursuant to this **Section 7.04**and (y) a reasonably detailed explanation of the calculation of such amount bythe affected Series 2000-1 Purchaser or Series 2000-1 APA Bank, asthe case may be, shall be delivered to the Company and the Master Servicer andshall be conclusive absent manifest error.

 

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## **SECTION 7.05**                                                              Assignment of Series 2000-1 Commitments Under CertainCircumstances; Duty to Mitigate.

## ** **

### (a)                                  If (i) any Series 2000-1 Purchaser or Series 2000-1APA Bank delivers a notice described in **Section 7.02**or (ii) the Company is required to pay any additional amount orindemnification payment to any Series 2000-1 Purchaser or Series 2000-1APA Bank pursuant to **Section 7.03**,the Company may, at its sole expense and effort (including with respect to theprocessing and recordation fee referred to in **Section 11.10(b)**),upon notice to such Series 2000-1 Purchaser or Series 2000-1 APA Bankand to the related Funding Agent and the Administrative Agent, require such Series 2000-1Purchaser or Series 2000-1 APA Bank to transfer and assign, withoutrecourse (in accordance with and subject to the restrictions contained in **Section 11.10**), all of its interests, rights andobligations under this Supplement to an assignee that shall assume suchassigned obligations pursuant to the execution and delivery, by such assignee,of a Series 2000-1 Commitment Transfer Supplement in the form attachedhereto as **Exhibit B** (which assignee may beanother Series 2000-1 Purchaser or Series 2000-1 APA Bank, asapplicable, if another Series 2000-1 Purchaser or Series 2000-1 APABank accepts such assignment); **provided** that (A) suchassignment shall not conflict with any law, rule or regulation or order ofany court or other Governmental Authority having jurisdiction, (B) theCompany will have received the prior written consent of the related FundingAgent, and (C) the Company or its assignee shall have paid to the affectedSeries 2000-1 Purchaser or Series 2000-1 APA Bank in immediatelyavailable funds an amount equal to the sum of the principal of, and interestaccrued to the date of such payment on, the outstanding Series 2000-1 VFCCertificate Interests of such Series 2000-1 Purchaser or Series 2000-1APA Bank **plus** all fees and other amounts accruedfor the account of such Series 2000-1 Purchaser or Series 2000-1 APABank hereunder (including any amounts under **Sections7.02**, **7.03** and **7.04**);and **provided**, **further**,that, if prior to any such transfer and assignment the circumstances or eventthat resulted in such Series 2000-1 Purchaser’s or Series 2000-1 APABank’s notice under **Section 7.02**or the amounts paid pursuant to **Section 7.03**,as the case may be, cease to cause such Series 2000-1 Purchaser or Series 2000-1APA Bank to suffer increased costs or reductions in amounts received orreceivable or reduction in return on capital, or cease to have the consequencesspecified in **Section 7.02**, or cease toresult in amounts being payable under **Section 7.03**,as the case may be (including as a result of any action taken by such Series 2000-1Purchaser or Series 2000-1 APA Bank pursuant to **Section 7.05(b)**),or if such Series 2000-1 Purchaser or Series 2000-1 APA Bank shallwithdraw its notice under **Section 7.02**or shall waive its right to further payments under **Section 7.03**in respect of such circumstances or event, as the case may be, then such Series 2000-1Purchaser or Series 2000-1 APA Bank shall not thereafter be required tomake any such transfer and assignment hereunder.

###  

### (b)                                 If (i) any Series 2000-1 Purchaser or Series 2000-1APA Bank delivers a notice described in **Section 7.02**or (ii) the Company is required to pay any additional amount to any Series 2000-1Purchaser or Series 2000-1 APA Bank pursuant to **Section 7.03**,then such Series 2000-1 Purchaser or Series 2000-1 

 

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### APA Bank shall use reasonable efforts(which shall not require such Series 2000-1 Purchaser or Series 2000-1APA Bank to incur an unreimbursed loss or unreimbursed cost or expense orotherwise take any action inconsistent with its internal policies or legal orregulatory restrictions or suffer any disadvantage or burden reasonably deemedby it to be significant) (A) to file any certificate or documentreasonably requested in writing by the Company (or the Master Servicer, onbehalf of the Company) or (B) to assign its rights and delegate andtransfer its obligations hereunder to another of its offices, branches oraffiliates, if such filing or assignment would enable it to withdraw its noticepursuant to **Section 7.02** or would reduceamounts payable pursuant to **Section 7.03**,as the case may be, in the future.  TheCompany hereby agrees to pay all reasonable costs and expenses incurred by any Series 2000-1Purchaser or Series 2000-1 APA Bank in connection with any such filing orassignment, delegation and transfer.

###  

## **SECTION 7.06**                                                              Limitation.

## ** **

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

 

# **ARTICLE VIII**

# ** **

# **COVENANTS; REPRESENTATIONS AND WARRANTIES**

# ** **

## **SECTION 8.01**                                                              Representations and Warranties of the Company and the MasterServicer.

## ** **

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

###  

### (b)                                 The Company hereby represents and warrants to the Trustee and theTrust, for the benefit of the Series 2000-1 VFC Certificateholders, oneach Receivables Contribution Date that since the Effective Date, no materialadverse change has occurred in the overall rate of collection of theReceivables.

###  

## **SECTION 8.02**                                                              Covenants of the Company, the Master Servicer and HuntsmanInternational.

## ** **

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

 

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

 

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### (b)                                 within 60 days of the date hereof, the Master Servicer will havetaken all actions reasonably requested by the Liquidation Servicer inconnection with, and to ensure completion of, each of the Master Servicer SiteReview and the review of the Master Servicer’s Standby Liquidation System;

###  

### (c)                                  it shall observe in all material respects each and every of itsrespective covenants (both affirmative and negative) contained in theAgreement, the Servicing Agreement, this Supplement and all other TransactionDocuments to which it is a party;

###  

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

###  

### (e)                                  it shall not waive the provisions of **Section 2.06**or **Section 8.02** of any OriginationAgreement or take any action, nor shall it permit any Originator to take anyaction, requiring the consent of the Funding Agents pursuant to any TransactionDocuments, without the prior written consent of the Series 2000-1 MajorityPurchasers;

###  

### (f)                                    it shall not permit any Originator to amend or make any change ormodification to its constitutive documents if such amendment, change ormodification is reasonably expected to have a Material Adverse Effect withoutthe consent of each Funding Agent; **provided** thatsuch Originator may make amendments, changes or modifications pursuant tochanges in law of the jurisdiction of its organization or amendments to suchOriginator’s name (subject to compliance with **Section 6.04**(or corresponding section) of the applicable Origination Agreement)),registered agent or address of registered office;

###  

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

###  

### (h)                                 it shall determine the Series 2000-1 FX Hedging Agreements (ifany) that need to be in effect under the FX Hedging Policy and it shall directthe Trustee to enter into the Series 2000-1 FX Hedging Agreements with theFX Counterparty in accordance with the FX Hedging Policy; **provided**that the FX Counterparty shall not have its main seat of business in the UnitedKingdom and shall not act through an office in the United Kingdom for any ofthe purposes of the Series 2000-1 FX Hedging Agreements;

 

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### (i)                                     it shall obtain an executed intercreditor agreement by July 31,2006, in form and substance satisfactory to each Funding Agent;

###  

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

###  

### (i)                                     within 150 days after the end of each fiscal year the balance sheetand related statements of income, stockholders’ equity and cash flows showingthe financial condition of the Company as of the close of such fiscal year andthe results of its operations during such year, all audited by the Company’sIndependent Public Accountants and accompanied by an opinion of suchaccountants (which shall not be qualified in any material respect) to theeffect that such financial statements fairly present in all material respectsthe financial condition and results of operations of the Company in accordancewith GAAP consistently applied;

###  

#### (ii)                                  within 60 days after the end of each of the first three fiscalquarters of each fiscal year the Company’s unaudited balance sheet and relatedstatements of income, stockholders’ equity and cash flows for the period fromthe beginning of such fiscal year to the end of such quarter, all certified bya Responsible Officer of the Company;

####  

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

####  

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

####  

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

####  

### (vi)                              promptly, from time to time, such other information regarding theoperations, business affairs and financial condition of the Company, orcompliance with the terms of any Transaction Document, in each case as anyFunding Agent or the Trustee may reasonably request.

###  

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

## ** **

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

 

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#### (i)                                     from amounts distributed to it (x) in respect of the ExchangeableCompany Interests; **provided** thaton the date any such Restricted Payment is made, the Company shall be incompliance with its payment obligations under **Section 2.05**of the Agreement, (y) pursuant to **Section 3A.02(d) **or(z) in respect of payments received by the Company from the Trust inconsideration for the Participation granted in the Receivables contributed fromtime to time to the Company by Huntsman International pursuant to theContribution Agreement and **Section 2.08(m)**of the Agreement;

####  

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

####  

#### (iii)                               in accordance with all corporate and legal formalities applicable tothe Company;

####  

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

 

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

###  

#### (i)                                     provide to the Administrative Agent and each Funding Agent (A) nolater than the Series 2000-1 Issuance Date (as provided by **Section 9.01(s)**) and (B) in the case of anaddition of an Originator, prior to the date such Originator is added, evidencethat each such Originator maintains disaster recovery systems and back upcomputer and other information management systems which shall be reasonablysatisfactory to the Administrative Agent and each Funding Agent and theLiquidation Servicer;

####  

#### (ii)                                  provide to the Administrative Agent and each Funding Agent,simultaneously with delivery to the Trustee, all reports, notices,certificates, statements and other documents required to be delivered to theTrustee pursuant to the Agreement, the Servicing Agreement and the otherTransaction Documents and furnish to the Administrative Agent and each FundingAgent promptly after receipt thereof a copy of each material notice, materialdemand or other material communication (excluding routine communications)received by or on behalf of the Company or the Master Servicer with respect tothe Transaction Documents; and

####  

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

####  

### (c)                                  The Company shall not amend, change or modify any of therepresentations or covenants (as applicable) in **Sections2.03(f),****2.03(j), Sections 2.07(i)**,**2.07(o)**, **2.08(a)**,**2.08(c) **through **(e) **and **2.08(k)** of thePooling Agreement without the prior consent of each Funding Agent.

 

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

###  

### (e)                                  The Master Servicer shall not change or modify the Policies in anymaterial respect, except as provided in **Section 4.05(b) **ofthe Servicing Agreement; **provided** thatany material changes to the Policies must be approved in writing by the FundingAgent(s) representing more than 50% of the Series 2000-1 Invested Amount.

###  

## **SECTION 8.04**                                                              Obligations Unaffected.

## ** **

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

 

# **ARTICLE IX**

# ** **

# **CONDITIONS PRECEDENT**

# ** **

## **SECTION 9.01**                                                              Conditions Precedent to Effectiveness of Supplement.

## ** **

ThisSupplement will become effective on the date on which the following conditionsprecedent have been satisfied or waived by the Funding Agents:

 

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

###  

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

####  

##### (A)                              this Supplement executed by a duly authorized officer or authorizedrepresentative of each of the Company, the Master Servicer, the Trustee, theAdministrative Agent, each Funding Agent, the Series 2000-1 ConduitPurchasers and the Series 2000-1 APA Banks (as to which each party shallreceive an original counterpart); and

#####  

##### (B)                                the other Transaction Documents to be executed and delivered in connectionwith execution and delivery of this supplement; and

#####  

#### (ii)                                  copies (which may be provided in CD-ROM or other electronic imagemedia or format) for itself and for each Series 2000-1 Purchaser and each Series 2000-1APA Bank of the Agreement and all other Transaction Documents (including eachSupplement with respect to other Series but otherwise excluding anydocuments relating exclusively to such other Series), in each case dulyexecuted by the parties thereto and certified by a Responsible Officer ofHuntsman

 

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

####  

### (b)                                 **Corporate Documents; Corporate Proceedings of theCompany, each Originator and the Master Servicer**.  Each Funding Agent shall have received, witha copy for each Series 2000-1 Purchaser and each Series 2000-1 APABank, from the Company, Huntsman International, the Master Servicer and eachOriginator, complete copies of:

###  

#### (i)                                     a copy of the Certificate of Formation or incorporation, or itsequivalent, including all amendments thereto, of such Person, certified as of arecent date by the Secretary of State, if applicable, or other appropriateauthority of the jurisdiction of incorporation, as the case may be, and acertificate of compliance, of status or of good standing (or other similarcertificate, if any), as and to the extent applicable, of each such Person asof a recent date, from the Secretary of State or other appropriate authority ofsuch jurisdiction;

####  

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

####  

#### (iii)                               a certificate of another Responsible Officer as to the incumbencyand specimen signature of the Responsible Officer executing the certificatepursuant to **clause (ii) **above;

####  

**provided**thatin the case of any Originator other than Huntsman International, therequirements of this **Section 9.01(b) **maybe satisfied by delivery of the certificates last delivered by the relevantOriginator in connection  with theTransaction Documents, in each case certified by a Responsible Officer ofHuntsman International as being true, correct and complete copies of suchcertificates.

 

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### (c)                                  **Good Standing Certificates**.  Each Funding Agent shallhave received copies of certificates of compliance, of status or of goodstanding (or similar certificate, if any), dated as of a recent date from theSecretary of State or other appropriate authority of such jurisdiction, withrespect to the Company, Huntsman International, the Master Servicer and eachApproved Originator  in each jurisdictionwhere the ownership, lease or operation of property or the conduct of businessrequires it to qualify as a foreign corporation, except where the failure to soqualify would not reasonably be expected to have a material adverse effect onthe business, operations, properties or condition (financial or otherwise) ofsuch Person.

###  

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

###  

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

####  

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

####  

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

 

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

###  

### (f)                                    **Legal Opinions**.  The Administrative Agent and the Trustee shallhave received, with a copy for each Series 2000-1 Purchaser and each Series 2000-1APA Bank, legal opinions from counsel to Huntsman International, the

 

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### Company or the applicable Originators, asthe case may be, in each case in form and substance satisfactory to theAdministrative Agent and the Trustee.

###  

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

###  

### (h)                                 **Conditions Under the Origination Agreements**.  A Responsible Officer ofeach Originator and the Contributor, respectively, shall have certified, inwriting, that all conditions to the obligations of the Contributor and therelevant Originator on the Series 2000-1 Issuance Date under theapplicable Origination Agreement shall have been satisfied in all materialrespects.

###  

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

###  

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

###  

### (k)                                  **Financial Statements**.  Each Funding Agent shall have received auditedconsolidated financial statements of income, stockholder’s equity and cashflows of Huntsman International and its consolidated Subsidiaries for thecalendar year ended December 31, 2005 and other financial information withrespect to such entities in form and substance satisfactory to the FundingAgents and accompanied by a copy of the opinion of Deloitte & Touche,Independent Public Accountants.

###  

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

###  

### (m)                               **Representations and Warranties**.  On the Series 2000-1Issuance Date, the representations and warranties of the Company and the MasterServicer in the Agreement, the Servicing Agreement and this Supplement shall betrue and correct in all material respects.

###  

### (n)                                 **Establishment of Company Receipts Accounts**.  Each Funding Agent and theTrustee shall be satisfied with the arrangements for the safe and timelycollection of payments in respect of Receivables.

###  

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

###  

### (p)                                 **Monthly Settlement Report**.  Each Funding Agent and theTrustee shall have received a Monthly Settlement Report for March 2006.

 

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### (q)                                 **No Litigation**.  Each Funding Agent shall have receivedconfirmation from the Master Servicer, Huntsman International and the Companythat there is no pending or, to the knowledge of the Master Servicer, HuntsmanInternational or the Company after due inquiry, action or proceeding threatenedin writing affecting any Originator, the Master Servicer, HuntsmanInternational or the Company or any of their respective Subsidiaries before anyGovernmental Authority that could reasonably be expected to have a MaterialAdverse Effect other than disclosed in public filings.

###  

### (r)                                    **Back up Servicing Arrangements**.  Each Funding Agent shallhave received evidence that each Originator and the Master Servicer maintainsdisaster recovery systems and back up computer and other information managementsystems that, in each Funding Agents’ and the Liquidation Servicer’s reasonablejudgement, are sufficient to protect such Originator’s business againstmaterial interruption or loss or destruction of its primary computer andinformation management systems.

###  

### (s)                                  **Systems**.  Each Funding Agent and Liquidation Servicershall have received evidence that the Master Servicer shall have establishedoperational systems satisfactory to the Funding Agents and the LiquidationServicer that are capable of aggregating information regarding the Receivablesand related Obligors from all Approved Originators.

###  

### (t)                                    **Filings, Registrations and Recordings**.

###  

#### (i)                                     Each U.S. Originator shall have filed and recorded (in a form acceptableto the Trustee and the Funding Agents) on or prior to the Series 2000-1Issuance Date, at its own expense, UCC financing statements (or other similarfilings) with respect to the Receivables originated by such U.S. Originator andthe other Receivable Assets related thereto in such manner and in suchjurisdictions as are necessary to perfect the Company’s ownership interesttherein under the relevant UCC (or similar laws) and delivered evidence of suchfilings to each Funding Agent on or prior to the Series 2000-1 IssuanceDate, and all other action (including but not limited to notifying relatedObligors of the assignment of a Receivable, except to the extent that therelevant UCC and other similar laws (to the extent applicable) permit suchOriginator to provide such notification subsequent to the Effective Datewithout materially impairing the Company’s ownership of the Receivables andwithout incurring material expenses in connection with such notification)necessary to perfect under the relevant UCC and other similar laws (to theextent applicable) in jurisdictions outside the United States (to the extentapplicable) the Company’s ownership of the Receivables originated by suchOriginator and the other Receivable Assets related thereto shall have been dulytaken; and

####  

#### (ii)                                  the Company (or the Master Servicer on its behalf) shall havereceived copies of proper UCC financing statements (or other similar filings)which will be filed on or before the Series 2000-1 Issuance Date, at itsown expense, with respect to the Participation Assets in such manner

 

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#### and in such jurisdictions as are necessaryto perfect and maintain perfection of the security interest and Participationof the Trustee, on behalf of the Trust, in the Participation Assets anddelivered evidence of such filings to each Funding Agent on or prior to the Series 2000-1Issuance Date, and all other action (including but not limited to notifyingrelated Obligors of the assignment of a Receivable, except to the extent thatthe relevant UCC and other similar laws (to the extent applicable) permit theCompany (or its assignees) to provide such notification subsequent to theEffective Date without materially impairing the Trust’s security interest andParticipation in the Participation Assets and without incurring materialexpenses in connection with such notification) necessary to perfect under therelevant UCC and other similar laws (to the extent applicable) in jurisdictionsoutside the United States (to the extent applicable) the Trust’s securityinterest in the Participation Assets shall have been duly taken by the Company(or by the Master Servicer on its behalf).

####  

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

###  

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

###  

### (w)                               **Due diligence by the Liquidation Servicer. **Within 60 daysfollowing the Series 2000-1 Issuance Date, the Liquidation Servicer willcomplete the Master Servicer Site Review and the review of the Master Servicer’sStandby Liquidation System.

###  

### (x)                                   **Other Requests**.  Each Funding Agent shall have received suchother approvals, opinions or documents as it may reasonably request.

###  

# **ARTICLE X**

# ** **

# **THE ADMINISTRATIVE AGENT AND FUNDING AGENTS**

# ** **

## **SECTION 10.01**                                                       Appointment.

## ** **

### (a)                                  Each Series 2000-1 Purchaser and each Funding Agent herebyirrevocably designates and appoints the Administrative Agent as the agent ofsuch Series 2000-1 Purchaser and Funding Agent, as the case may be, underthis Supplement and the other Transaction Documents and each such Series 2000-1Purchaser and Funding Agent irrevocably authorizes the Administrative Agent, insuch capacity, to take such action on its behalf under the provisions of thisSupplement and the other Transaction Documents and to exercise such powers andperform such duties as are expressly delegated to the Administrative Agent bythe terms of this Supplement and the other Transaction Documents, together withsuch other powers as are reasonably incidental thereto.  Notwithstanding any provision to the contraryelsewhere in

 

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### this Supplement or any other TransactionDocument, the Administrative Agent shall not have any duties orresponsibilities, except those expressly set forth herein, or any fiduciaryrelationship with any Series 2000-1 Purchaser or any Funding Agent, and noimplied covenants, functions, responsibilities, duties, obligations orliabilities shall be read into this Supplement or otherwise exist against theAdministrative Agent.

###  

### (b)                                 Each Series 2000-1 Purchaser hereby irrevocably designates andappoints the Funding Agent for such Series 2000-1 Purchaser’s VFCPurchaser Group as the agent of such Series 2000-1 Purchaser under thisSupplement and the other Transaction Documents and each such Series 2000-1Purchaser irrevocably authorizes such Funding Agent, in such capacity, to takesuch action on its behalf under the provisions of this Supplement and the otherTransaction Documents and to exercise such powers and perform such duties asare expressly delegated to such Funding Agent by the terms of this Supplementand the other Transaction Documents, together with such other powers as arereasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Supplementor any other Transaction Document, neither Funding Agent shall have any dutiesor responsibilities, except those expressly set forth herein, or any fiduciaryrelationship with any Series 2000-1 Purchaser, and no implied covenants,functions, responsibilities, duties, obligations or liabilities shall be readinto this Supplement or otherwise exist against either Funding Agent.

###  

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

###  

## **SECTION 10.02**                                                       Delegation of Duties.

## ** **

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

 

## **SECTION 10.03**                                                       Exculpatory Provisions.

## ** **

Neither theAdministrative Agent nor any Funding Agent nor any of their respectiveofficers, directors, employees, agents, attorneys in fact or Affiliates shallbe (i) liable for any action lawfully taken or omitted to be taken by itor such Person under or in connection with the Agreement or this Supplement orany other Transaction Document (x) with the consent or at the request of the Series 2000-1Majority Purchasers or (y) in the absence of its own gross

 

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negligence orwilful misconduct or (ii) responsible in any manner to the AdministrativeAgent or any Funding Agent or any of the Series 2000-1 Purchasers for anyrecitals, statements, representations or warranties made by the Company or anyrespective officer of the Company contained in this Supplement or any otherTransaction Document or in any certificate, report, statement or other documentreferred to or provided for in, or received by the Administrative Agent or suchFunding Agent, as the case may be, under or in connection with, this Supplementor any other Transaction Document or for the value, validity, effectiveness,genuineness, enforceability or sufficiency of this Supplement or any otherTransaction Document or for any failure of the Company to perform itsobligations hereunder or thereunder. Neither the Administrative Agent nor any Funding Agent shall be underany obligation to the Administrative Agent or any Funding Agent or any Series 2000-1Purchaser to ascertain or to inquire as to the observance or performance of anyof the agreements contained in, or conditions of, this Supplement or any otherTransaction Document, or to inspect the properties, books or records of theCompany or the Master Servicer.

 

## **SECTION 10.04**                                                       Reliance by Administrative Agent and Funding Agents.

## ** **

TheAdministrative Agent and each Funding Agent shall be entitled to rely, andshall be fully protected in relying, upon the Series 2000-1 VFCCertificates, any writing, resolution, notice, consent, certificate, affidavit,letter, telecopy, telex or teletype message, statement, order or otherdocuments or conversation reasonably believed by it to be genuine and correctand to have been signed, sent or made by the proper Person or Persons and uponadvice and statements of legal counsel (including counsel to the Company or theMaster Servicer), independent accountants and other experts selected by theAdministrative Agent or such Funding Agent, as the case may be, and shall notbe liable for any action taken or omitted to be taken by it in good faith inaccordance with the advice of such counsel, accountants or experts.  The Administrative Agent and each FundingAgent may deem and treat the payee of a Series 2000-1 VFC Certificate asthe owner thereof for all purposes unless a written notice of assignment,negotiation or transfer thereof shall have been filed with the AdministrativeAgent and the related Funding Agent.  TheAdministrative Agent and each Funding Agent shall be fully justified in failingor refusing to take any action under this Supplement or any other TransactionDocument unless it shall first receive such advice or concurrence of the Series 2000-1Majority Purchasers or, in the case of any Funding Agent, such adviceconcurrence of its VFC Purchaser Group, in each case as the AdministrativeAgent or such Funding Agent, as the case may be, deems appropriate and it shallfirst be indemnified to its satisfaction by the Series 2000-1 APA Banks,in the case of the Administrative Agent, or the Series 2000-1 APA Banks inits VFC Purchaser Group, in the case of any Funding Agent, against any and allliability and expense which may be incurred by it by reason of taking orcontinuing to take any such action.  TheAdministrative Agent shall in all cases be fully protected in acting, or inrefraining from acting, under this Supplement and the other TransactionDocuments in accordance with a request of any Series 2000-1 Purchaser, andsuch request and any action taken or failure to act pursuant thereto shall bebinding.  Each Funding Agent shall in allcases be fully protected in acting, or in refraining from acting, under thisSupplement and the other Transaction Documents in accordance with a request ofthe Series 2000-1 Purchasers in its VFC Purchaser Group given inaccordance with its applicable Series 2000-1 Asset Purchase Agreement, andsuch request and any action taken or failure to act pursuant thereto shall bebinding.

 

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

## ** **

Neither theAdministrative Agent nor any Funding Agent shall be deemed to have knowledge ornotice of the occurrence of any Master Servicer Default or any Series 2000-1Early Amortization Event or Potential Series 2000-1 Early AmortizationEvent hereunder unless the Administrative Agent or such Funding Agent hasreceived written notice from the Administrative Agent, a Funding Agent, a Series 2000-1Purchaser, the Company or the Master Servicer referring to the Agreement orthis Supplement, describing such Master Servicer Default or such Series 2000-1Early Amortization Event or Potential Series 2000-1 Early AmortizationEvent and stating that such notice is a “**notice of a MasterServicer Default with respect to the Master Servicer**” or a “**notice of a Series 2000-1 Early Amortization Event or Potential Series 2000-1Early Amortization Event**”, as the case may be.  In the event that the Administrative Agent ora Funding Agent receives such notice, the Administrative Agent or such FundingAgent shall give notice thereof to the Series 2000-1 Purchasers, the Series 2000-1APA Banks, the Company and the Master Servicer. The Administrative Agent shall take such action with respect to suchMaster Servicer Default or Series 2000-1 Early Amortization Event orPotential Series 2000-1 Early Amortization Event as shall be reasonablydirected by the Series 2000-1 Majority Purchasers; **provided**that unless and until the Administrative Agent shall have received suchdirections and indemnification satisfactory to the Administrative Agent fromthe Series 2000-1 APA Banks, the Administrative Agent may (but shall notbe obligated to) take such action, or refrain from taking such action, withrespect to such Master Servicer Default or Series 2000-1 EarlyAmortization Event or Potential Series 2000-1 Early Amortization Event asit shall deem advisable in the best interests of the Series 2000-1Purchasers.  Each Funding Agent shalltake such action (to the extent permitted hereunder) with respect to suchMaster Servicer Default or Series 2000-1 Early Amortization Event orPotential Series 2000-1 Early Amortization Event as shall be reasonablydirected by the Series 2000-1 Purchasers in its VFC Purchaser Group inaccordance with its applicable Series 2000-1 Asset Purchase Agreement; **provided** that unless and until a Funding Agent shall havereceived such directions and indemnification satisfactory to such Funding Agentfrom the related Series 2000-1 APA Banks, such Funding Agent may (butshall not be obligated to) take such action, or refrain from taking suchaction, with respect to such Master Servicer Default or Series 2000-1Early Amortization Event or Potential Series 2000-1 Early AmortizationEvent as it shall deem advisable in the best interests of the related Series 2000-1Purchasers.

 

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

## ** **

Each Series 2000-1Purchaser expressly acknowledges that neither the Administrative Agent nor anyFunding Agent nor any of their respective officers, directors, employees,agents, attorneys in fact or Affiliates have made any representations orwarranties to it and that no action by the Administrative Agent or any FundingAgent hereinafter taken, including any review of the affairs of the Company,shall be deemed to constitute any representation or warranty by theAdministrative Agent or any Funding Agent to any Series 2000-1Purchaser.  Each Series 2000-1Purchaser represents to the Administrative Agent and each Funding Agent that ithas, independently and without reliance upon the Administrative Agent or eitherFunding Agent or any other Series 2000-1 Purchaser, and based on suchdocuments and information as it has deemed appropriate, made its own appraisalof and investigation into the business, operations, property, financial andother condition and creditworthiness of the Company and made its own decisionto enter into this Supplement.  Each Series 2000-1

 

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Purchaser alsorepresents that it will, independently and without reliance upon theAdministrative Agent or any Funding Agent or any other Series 2000-1Purchaser, and based on such documents and information as it shall deemappropriate at the time, continue to make its own credit analysis, appraisalsand decisions in taking or not taking action under this Supplement and theother Transaction Documents, and to make such investigation as it deemsnecessary to inform itself as to the business, operations, property, financialand other condition and creditworthiness of the Company.  Except for notices, reports and otherdocuments expressly required to be furnished to the Series 2000-1Purchasers by the Administrative Agent or its related Funding Agent hereunder,neither the Administrative Agent nor any Funding Agent shall have any duty orresponsibility to provide any Series 2000-1 Purchaser with any credit orother information concerning the business, operations, property, condition(financial or otherwise), prospects or creditworthiness of the Company whichmay come into the possession of the Administrative Agent or such Funding Agentor any of its officers, directors, employees, agents, attorneys in fact orAffiliates.

 

## **SECTION 10.07**                                                       Indemnification.

## ** **

### (a)                                  The Series 2000-1 APA Banks agree to indemnify theAdministrative Agent in its capacity as such (to the extent not reimbursed byHuntsman International and the Company and without limiting the obligation ofHuntsman International, the Company and the Master Servicer to do so), ratablyaccording to their respective Series 2000-1 Commitment Percentages in effecton the date on which indemnification is sought (or, if indemnification issought after the Series 2000-1 Commitment Termination Date, ratably inaccordance with their Series 2000-1 Commitment Percentages immediatelyprior to such date), from and against any and all liabilities, obligations,losses, damages, penalties, actions, judgments, suits, costs, expenses ordisbursements of any kind whatsoever which may at any time be imposed or,incurred by or asserted against the Administrative Agent in any way relating toor arising out of, the Series 2000-1 Commitments, this Supplement, any ofthe other Transaction Documents or any documents contemplated by or referred toherein or therein or the transactions contemplated hereby or thereby or anyaction taken or omitted by the Administrative Agent under or in connection withany of the foregoing; **provided** thatno Series 2000-1 Purchaser shall be liable for the payment of any portionof such liabilities, obligations, losses, damages, penalties, actions, judgments,suits, costs, expenses or disbursements to the extent resulting solely from theAdministrative Agent’s gross negligence or wilful misconduct.  The agreements in this Section shallsurvive the payment of all amounts payable hereunder.

###  

### (b)                                 The Series 2000-1 APA Banks in each VFC Purchaser Group agreeto indemnify the related Funding Agent in its capacity as such (to the extentnot reimbursed by Huntsman International and the Company and without limitingthe obligation of Huntsman International, the Company and the Master Servicerto do so), ratably according to their respective Series 2000-1 CommitmentPercentages as a percentage of all Series 2000-1 Commitments in such VFCPurchaser Group, in effect on the date on which indemnification is sought (or,if indemnification is sought after the Series 2000-1 CommitmentTermination Date, ratably in accordance with their Series 2000-1Commitment Percentages as a percentage of all Series 2000-1 Commitments insuch VFC

 

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### Purchaser Group, immediately prior to suchdate), from and against any and all liabilities, obligations, losses, damages,penalties, actions, judgments, suits, costs, expenses or disbursements of anykind whatsoever which may at any time be imposed or, incurred by or assertedagainst the such Funding Agent in any way relating to or arising out of, the Series 2000-1Commitments, this Supplement, any of the other Transaction Documents or anydocuments contemplated by or referred to herein or therein or the transactionscontemplated hereby or thereby or any action taken or omitted by the suchFunding Agent under or in connection with any of the foregoing; **provided** that no Series 2000-1 Purchaser shall beliable for the payment of any portion of such liabilities, obligations, losses,damages, penalties, actions, judgments, suits, costs, expenses or disbursementsto the extent resulting solely from such Funding Agent’s gross negligence orwilful misconduct.  The agreements inthis Section shall survive the payment of all amounts payable hereunder.

###  

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

## ** **

TheAdministrative Agent, each Funding Agent and their respective Affiliates maymake loans to, accept deposits from and generally engage in any kind ofbusiness with the Company, the Master Servicer or any of their Affiliates asthough the Administrative Agent or such Funding Agent, as the case may be, werenot the Administrative Agent or a Funding Agent hereunder.  With respect to any Series 2000-1 VFCCertificate Interest held by the Administrative Agent or a Funding Agent, theAdministrative Agent or such Funding Agent, as the case may be, shall have thesame rights and powers under this Supplement and the other Transaction Documentsas any Series 2000-1 Purchaser and may exercise the same as though it werenot a Funding Agent, and the terms “**Series 2000-1 APABank**” and “**Series 2000-1Purchaser**” shall include the Administrative Agent or such FundingAgent, as the case may be, in its individual capacity.

 

## **SECTION 10.09**                                                       Successor Administrative Agent and Funding Agent.

## ** **

### (a)                                  The Administrative Agent may resign as Administrative Agent upon ten(10) days’ notice to the Trustee, each Funding Agent, the Series 2000-1Purchasers and the Company and such resignation is not to be effective until asuccessor funding agent is appointed.  Ifthe Administrative Agent shall resign as Administrative Agent under thisSupplement, then the Series 2000-1 Purchasers shall appoint from among theSeries 2000-1 Purchasers a successor agent for the Series 2000-1Purchasers, which successor agent shall be approved by the Company and theMaster Servicer (which approval shall not be unreasonably withheld), whereuponsuch successor agent shall succeed to the rights, powers and duties of theAdministrative Agent, and the term “**Administrative Agent**”shall include such successor agent effective upon such appointment andapproval, and the former Administrative Agent’s rights, powers and duties asthe Administrative Agent shall be terminated, without any other or further actor deed on the part of such former Administrative Agent or any of the partiesto this Supplement.  After any retiringAdministrative Agent’s resignation as the Administrative Agent, the provisionsof this **Article X** shall inure to itsbenefit as to any actions taken or omitted to be taken by it while it was theAdministrative Agent under this Supplement.

 

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

###  

# **ARTICLE XI**

# ** **

# **MISCELLANEOUS**

# ** **

## **SECTION 11.01**                                                       Ratification of Agreement.

## ** **

Assupplemented by this Supplement, the Agreement is in all respects ratified andconfirmed and the Agreement as so supplemented by this Supplement shall beread, taken and construed as one and the same instrument.

 

## **SECTION 11.02**                                                       Governing Law.

## ** **

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

 

## **SECTION 11.03**                                                       Further Assurances.

## ** **

Each of theCompany, the Master Servicer and the Trustee agrees, from time to time, to doand perform any and all acts and to execute any and all further instrumentsrequired or reasonably requested by the Administrative Agent or the FundingAgents more fully to give effect to the purposes of this Supplement and thesale of the Series 2000-1 VFC Certificates and the Series 2000-1 VFCCertificate Interests hereunder, including, in the case of the Company and theMaster Servicer, the execution of any financing or registration statements orsimilar documents or notices or continuation statements relating to theReceivables and the other Participation Assets for filing or registration underthe provisions of the relevant UCC or similar legislation of any applicablejurisdiction; **provided** that, in the case of theTrustee, in furtherance and without limiting the generality of **Section 8.01(d) **of the Agreement, the Trusteeshall have received reasonable assurance in writing of adequate reimbursementand

 

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indemnity inconnection with taking such action before the Trustee shall be required to takeany such action.

 

## **SECTION 11.04**                                                       Payments.

## ** **

Each paymentto be made hereunder shall be made on the required payment date in U.S. Dollarsand/or Euro (as applicable) and in immediately available funds, if to any Series 2000-1Purchaser, at the office of the related Funding Agent as determined inaccordance with **Section 11.09**.  Except in the circumstances described in **Section 2.06(c)**, on each Distribution Date, eachFunding Agent shall remit in like funds to each related Series 2000-1Purchaser its applicable *pro rata share*(based on each such Series 2000-1 Purchaser’s Series 2000-1 PurchaserInvested Amount) of each such payment received by such Funding Agent for theaccount of the related Series 2000-1 Purchasers.  The Master Servicer shall provideinstructions to the Trustee with respect to conversion of funds from onecurrency into another currency and the Trustee is hereby authorized, to theextent it is required to convert funds in one currency into funds in anothercurrency in order to make any payment or distribution, to convert such funds atthe Spot Rate provided by the Paying Agent.

 

## **SECTION 11.05**                                                       Costs and Expenses.

## ** **

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

 

## **SECTION 11.06**                                                       No Waiver; Cumulative Remedies.

## ** **

No failure toexercise and no delay in exercising, on the part of the Trustee, theAdministrative Agent, either Funding Agent or any Series 2000-1 Purchaser,any right, remedy, power or privilege hereunder, shall operate as a waiverthereof; nor shall any single or partial exercise of any right, remedy, poweror privilege hereunder preclude any other or further exercise thereof or theexercise of any other right, remedy, power or privilege.  The

 

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rights,remedies, powers and privileges herein provided are cumulative and notexhaustive of any rights, remedies, powers and privileges provided by law.

 

## **SECTION 11.07**                                                       Amendments.

## ** **

### (a)                                  Subject to this **Section 11.07(c)**,this Supplement may be amended in writing from time to time by the MasterServicer, the Company and the Trustee, with the prior written notice to andwritten consent of each Funding Agent, but without the consent of any holder ofa Series 2000-1 VFC Certificate or any Series 2000-1 VFC CertificateInterest, to cure any ambiguity, to correct or supplement any provisions hereinwhich may be inconsistent with any other provisions herein or to add any otherprovisions to or change in any manner or eliminate any of the provisions withrespect to matters or questions raised under this Supplement which shall not beinconsistent with the provisions of any Pooling and Servicing Agreement; **provided**, **however**, thatsuch action shall not, as evidenced by a Responsible Officer’s Certificate ofthe Company delivered to the Trustee upon which the Trustee may conclusivelyrely, have a Material Adverse Effect (but, to the extent that the determinationof whether such action would have a Material Adverse Effect requires aconclusion as to a question of law, an Opinion of Counsel shall be delivered bythe Company to the Trustee in addition to such Responsible Officer’sCertificate).  The Trustee may, but shallnot be obligated to, enter into any such amendment pursuant to this **Section 11.07(a) **or **Section 11.07(b) **thataffects the Trustee’s rights, duties or immunities under any Pooling andServicing Agreement or otherwise.

###  

### (b)                                 Subject to **Section 11.07(c)**,this Supplement may also be amended (other than in the circumstances referredto in **Section 11.07(a)**) in writing fromtime to time by the Master Servicer, the Company and the Trustee with thewritten consent of each Funding Agent and the Series 2000-1 MajorityPurchasers for the purpose of adding any provisions to or changing in anymanner or eliminating any of the provisions of this Supplement or of modifyingin any manner the rights of the Series 2000-1 VFC Certificateholders; **provided**, **however**, thatno such amendment shall, unless signed or consented to in writing by all Series 2000-1Purchasers, (i) extend the time for payment, or reduce the amount, of anyamount of money payable to or for the account of any Series 2000-1Purchaser under any provision of this Supplement, extend the Series 2000-1Termination Date or reduce the Series 2000-1 Subordinated Interests, (ii) subjectany Series 2000-1 Purchaser to any additional obligation (including, anychange in the determination of any amount payable by any Series 2000-1Purchaser) or (iii) change the VFC Pro Rata Shares or the Series 2000-1Aggregate Commitment Amount or the percentage of Series 2000-1 Purchaserswhich shall be required for any action under this Section or any otherprovision of this Supplement.

###  

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

###  

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

 

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

####  

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

####  

#### (iii)                               to the extent determined applicable by the Funding Agents, enteringinto an amendment to this Supplement (in form satisfactory to the FundingAgents) to provide under this Supplement the benefit of any term or conditionwith respect to any Series relating to such Company Exchange which theFunding Agents determine is more favourable to the relevant Holders than isprovided under this Supplement.

####  

### (e)                                  Each of the Company and the Trustee hereby agrees that no term ofthe Agreement which relates to a Funding Agent or the Administrative Agent maybe amended, modified, waived or otherwise varied without the prior writtenconsent of each Funding Agent and the Administrative Agent.

###  

## **SECTION 11.08**                                                       Severability.

## ** **

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

 

## **SECTION 11.09**                                                       Notices.

## ** **

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

###  

### (b)                                 Notices, requests and demands hereunder may be delivered orfurnished by electronic communications pursuant to procedures approved by theMaster Servicer, the Administrative Agent, the Funding Agents and the Trustee; 

 

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### **provided that** the foregoing shall not apply to notices pursuant to **Article 11** unless otherwise agreed by theAdministrative Agent and the applicable Funding Agent with respect to a VFCPurchaser Group.  The Master Servicer,the Administrative Agent, the Funding Agents and the Trustee may, each in itsdiscretion, agree to accept notices, requests and demands to it hereunder byelectronic communications pursuant to procedures approved by it; **provided that** approval of such procedures may be limited toparticular notices or communications.

 

## **SECTION 11.10**                                                       Successors and Assigns.

## ** **

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

###  

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

###  

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

####  

#### (ii)                                  the parties to each such assignment shall execute and deliver to theAdministrative Agent and the related Funding Agent a Series 2000-1Commitment Transfer Supplement, substantially in the form of **Exhibit B**, together with a processing and recordationfee payable to the Administrative Agent of $3,500;

####  

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

####  

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

 

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Any Series 2000-1Purchaser can assign all or a portion of its interests, rights and obligationsunder this Supplement and the Transaction Documents to a Conduit Assignee ofsuch Series 2000-1 Purchaser, which Conduit Assignee is rated at least “A-1”by S&P and at least “P-1” by Moody’s, without consent; **provided**that such assignment would not result in adverse tax consequences with respectto the obligations of the Company pursuant to **Section 7.03**hereof or increased costs for the Company or any of its Affiliates with respectto the obligations of the Company or such Affiliate pursuant to **Section 7.02** hereof, in which instance Company consentwould be required (which consent may not be unreasonably withheld).  Upon acceptance and recording pursuant to **Section 11.10(e)**, from and after the applicable Series 2000-1Transfer Effective Date (A) the Series 2000-1 Acquiring Purchaserthereunder shall be a party hereto and, to the extent of the interest assignedby such Series 2000-1 Commitment Transfer Supplement, have the rights andobligations of a Series 2000-1 Purchaser under this Supplement and (B) theassigning Series 2000-1 Purchaser thereunder shall, to the extent of the interestassigned pursuant to Series 2000-1 Commitment Transfer Supplement, bereleased from its obligations under this Supplement and the other TransactionDocuments (and, in the case of a Series 2000-1 Commitment TransferSupplement covering all or the remaining portion of an assigning Series 2000-1APA Bank’s rights and obligations under this Supplement and the otherTransaction Documents, such Series 2000-1 APA Bank shall cease to be aparty hereto but shall continue to be entitled to the benefits of **Sections 7.01**, **7.02**, **7.03**, **7.04** and **11.05**, as well as to any fees accrued for its account andnot yet paid).

 

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

###  

#### (i)                                     such assigning Series 2000-1 Purchaser warrants that it is thelegal and beneficial owner of the interest being assigned thereby free andclear of any adverse claim and that its Series 2000-1 Commitment and theoutstanding balances of the Series 2000-1 VFC Certificates being assigned,in each case without giving effect to assignments thereof which have not becomeeffective, are as set forth in such Series 2000-1 Commitment TransferSupplement;

####  

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

 

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#### Transaction Document or any otherinstrument or document furnished pursuant hereto or thereto;

####  

#### (iii)                               such Series 2000-1 Acquiring Purchaser represents and warrantsthat it is legally authorized to enter into such Series 2000-1 CommitmentTransfer Supplement;

####  

#### (iv)                              such Series 2000-1 Acquiring Purchaser confirms that it hasreceived a copy of this Supplement or any other Transaction Document and such otherdocuments and information as it has deemed appropriate to make its own creditanalysis and decision to enter into such Series 2000-1 Commitment TransferSupplement;

####  

#### (v)                                 such Series 2000-1 Acquiring Purchaser will independently andwithout reliance upon the Administrative Agent, either Funding Agent, theTrustee, the assigning Series 2000-1 Purchaser or any other Series 2000-1Purchaser and based on such documents and information as it shall deemappropriate at the time, continue to make its own credit decisions in taking ornot taking action under this Supplement or any other Transaction Document;

####  

#### (vi)                              such Series 2000-1 Acquiring Purchaser appoints and authorizesthe Administrative Agent and the related Funding Agent and the Trustee to takesuch action as agent on its behalf and to exercise such powers under thisSupplement and the other Transaction Documents as are delegated to theAdministrative Agent and the related Funding Agent and the Trustee,respectively, by the terms hereof, together with such powers as are reasonablyincidental thereto; and

####  

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

####  

### (d)                                 Notwithstanding and in addition to the provisions of **Section 5.03** of the Agreement, the Administrative Agentshall maintain at one of its offices a copy of each Series 2000-1Commitment Transfer Supplement delivered to it and a register for therecordation of the names and addresses of the Series 2000-1 Purchaser, andthe Series 2000-1 Commitments of, and the principal amount of the Series 2000-1VFC Certificate issued to, the Series 2000-1 VFC Certificateholder andeach Series 2000-1 VFC Certificate Interest allocated to each Series 2000-1Purchaser pursuant to the terms hereof from time to time (the “**Series 2000-1 Register**”).  Notwithstanding the provisions of **Section 5.06** of the Agreement, the entries in the Series 2000-1Register as provided in this **Section 11.10(d) **shallbe conclusive and the Company, the Master Servicer, the Series 2000-1Purchaser, the Transfer Agent and Registrar, the Administrative Agent, therelated Funding Agent and the Trustee shall treat each Person whose name isrecorded in the Series 2000-1 Register pursuant to the terms hereof as a Series 2000-1Purchaser hereunder for all purposes of this Supplement, notwithstanding noticeto the contrary.  However, in accordancewith **Section 5.06** of the Agreement, indetermining whether the

 

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### holders of the requisite FractionalUndivided Interests have given any request, demand, authorization, direction,notice, consent or waiver hereunder, any Investor Certificate owned by theCompany, the Master Servicer, the Servicer Guarantor, any Originator or anyAffiliate thereof, shall be disregarded and deemed not to be outstanding,except that, in determining whether the Trustee shall be protected in relyingupon any such request, demand, authorization, direction, notice, consent orwaiver, only an Investor Certificate which a Responsible Officer of the Trusteeactually knows to be so owned shall be so disregarded.  Any Series 2000-1 VFC Certificate ownedby the Company, the Master Servicer, any Originator or any Affiliate thereofwhich has been pledged in good faith shall not be disregarded and may beregarded as outstanding if the pledgee establishes to the satisfaction of theTrustee the pledgee’s right so to act with respect to such Investor Certificateand that the pledgee is not the Company, the Master Servicer, any Originator orany Affiliate thereof.  The Series 2000-1Register shall be available for inspection by the Company, the Master Servicer,any Originator, the Series 2000-1 Purchasers and the Trustee, at anyreasonable time and from time to time upon reasonable prior notice.

###  

### (e)                                  Upon its receipt of a duly completed Series 2000-1 CommitmentTransfer Supplement executed by an assigning Series 2000-1 Purchaser or Series 2000-1APA Bank, as applicable, and a Series 2000-1 Acquiring Purchaser, anAdministrative Questionnaire completed in respect of the Series 2000-1Acquiring Purchaser (unless the Series 2000-1 Acquiring Purchaser shallalready be a Series 2000-1 Purchaser hereunder) and the processing andrecordation fee referred to in **Section 11.10(b) **above,(i) the Administrative Agent and the related Funding Agent shall acceptsuch Series 2000-1 Commitment Transfer Supplement, (ii) theAdministrative Agent shall record the information contained therein in the Series 2000-1Register and (iii) the related Funding Agent shall give prompt writtennotice thereof to the Series 2000-1 Purchaser, the Company, the MasterServicer and the Trustee.  No assignmentshall be effective unless and until it has been recorded in the Series 2000-1Register as provided in this **Section 11.10(e)**.

###  

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

###  

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

####  

#### (ii)                                  such Series 2000-1 Purchaser or Series 2000-1 APA Bankshall remain solely responsible to the other parties hereto for the performanceof such obligations;

####  

#### (iii)                               the Series 2000-1 Participants shall be entitled to the benefitof the cost protection provisions contained in **Sections7.01**, **7.02**, **7.03**and **7.04**, and shall be required to providethe tax forms and certifications

 

69

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#### described in **Section 7.03(b)**,to the same extent as if they were Series 2000-1 Purchasers or Series 2000-1APA Banks; **provided** that no such Participantshall be entitled to receive any greater amount pursuant to such Sections thana Series 2000-1 Purchaser or Series 2000-1 APA Bank, as applicable,would have been entitled to receive in respect of the amount of theparticipation sold by such Series 2000-1 Purchaser or Series 2000-1APA Bank to such Series 2000-1 Participant had no sale occurred;

####  

#### (iv)                              the Company, the Master Servicer, the other Series 2000-1Purchasers, the Series 2000-1 APA Banks, the Administrative Agent, theFunding Agents and the Trustee shall continue to deal solely and directly withsuch Series 2000-1 Purchaser or Series 2000-1 APA Bank in connectionwith such Series 2000-1 Purchaser’s or Series 2000-1 APA Bank’srights and obligations under this Supplement, and such Series 2000-1Purchaser or Series 2000-1 APA Bank shall retain the sole right to enforceits rights under its Series 2000-1 VFC Certificate Interest and to approveany amendment, modification or waiver of any provision of this Supplement(other than amendments, modifications or waivers decreasing any fees payablehereunder or the amount of principal of or the rate at which interest ispayable on the Series 2000-1 VFC Certificates, extending any scheduledprincipal payment date or date fixed for the payment of interest on the Series 2000-1VFC Certificates or increasing or extending the Series 2000-1Commitments); and

####  

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

####  

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

###  

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

 

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

###  

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

###  

## **SECTION 11.11**                                                       Counterparts.

## ** **

ThisSupplement may be executed in any number of counterparts and by the differentparties hereto in separate counterparts, each of which when so executed shallbe deemed to be an original, and all of which taken together shall constituteone and the same agreement.

 

## **SECTION 11.12**                                                       Adjustments; Setoff.

## ** **

### (a)                                  If any Series 2000-1 Purchaser (a “**Series 2000-1Benefited Purchaser**”) shall at any time receive in respect of its Series 2000-1Purchaser Invested Amount any distribution of any amount, including Series 2000-1Unused Fee, Series 2000-1 Utilization Fee or other fees, or any interestthereon, or receive any collateral in respect thereof (whether voluntarily orinvoluntarily, by setoff, or otherwise) in a greater proportion than any suchdistribution received by any other Series 2000-1 Purchaser, if any, inrespect of such other Series 2000-1 Purchaser’s Series 2000-1Purchaser Invested Amount, or interest thereon, such Series 2000-1Benefited Purchaser shall purchase for cash from the other Series 2000-1Purchasers such portion of each such other Series 2000-1 Purchaser’s Series 2000-1VFC Certificate Interest, or shall provide such other Series 2000-1Purchasers with the benefits of any such collateral, or the proceeds thereof,as shall be necessary to cause such Series 2000-1 Benefited Purchaser toshare the excess payment or benefits of such collateral or proceeds ratablywith each of the Series 2000-1 Purchasers; **provided**,**however**, that if all or any portion ofsuch excess payment or benefits is thereafter recovered from such Series 2000-1Benefited Purchaser, such purchase shall be rescinded, and the purchase priceand benefits returned, to the extent of such recovery, but withoutinterest.  The Master Servicer agreesthat each Series 2000-1 Purchaser so purchasing a Series 2000-1 VFCCertificate Interest may exercise all rights of payment (including rights ofsetoff) with respect to such portion as fully as if such Series 2000-1Purchaser were the direct holder of such portion.

 

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

###  

## **SECTION 11.13**                                                       Limitation of Payments by the Company.

## ** **

The Company’sobligations under **Article VII**shall be limited to the funds available to the Company which have been properlydistributed to the Company pursuant to the Agreement and any Supplement andneither the Administrative Agent, nor any Funding Agent nor any Series 2000-1Purchaser shall have any actionable claim against the Company for failure tosatisfy such obligation because it does not have funds available therefor fromamounts properly distributed.

 

## **SECTION 11.14**                                                       No Bankruptcy Petition; No Recourse.

## ** **

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

###  

#### (i)                                     Notwithstanding anything elsewhere herein contained, the sole remedyof the Administrative Agent, each Funding Agent, the Master Servicer, theTrustee, each Series 2000-1 Purchaser, each Series 2000-1 APA Bank orany other person in respect of any obligation, covenant, representation,warranty or agreement of the Company under or related to this Supplement shallbe against the assets of the Company, subject to the payment prioritiescontained herein and in the Agreement. Neither the Administrative Agent, nor any Funding Agent, nor any Series 2000-1Purchaser, nor any Series 2000-1 APA Bank, nor the Trustee, nor the MasterServicer, nor any other person shall have any claim against the Company to theextent that such assets are insufficient to meet any such obligation, covenant,representation, warranty or agreement (the difference being referred to hereinas “**shortfall**”) and all claims in respectof the shortfall shall be extinguished. A director, member, independent manager, managing member, officer oremployee, as applicable, of the Company shall not

 

72

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#### have liability for any obligation of theCompany hereunder or under any Transaction Document or for any claim based on,in respect of, or by reason of, any Transaction Document, unless such claimresults from the gross negligence, fraudulent acts or wilful misconduct of suchdirector, officer or employee.

 

### (b)                                 Each Series 2000-1 Purchaser, the Company, the Master Servicer,the Administrative Agent, each Funding Agent and the Series 2000-1 APABanks each hereby covenant and agree that prior to the date which is one year (or,if longer, such preference period as is then applicable) and one day after thelatest of (i) the last day of the Series 2000-1 Amortization Period, (ii) thedate on which all Investor Certificates of each other Outstanding Series arerepaid in full, and (iii) the date on which all outstanding CommercialPaper of each Series 2000-1 Conduit Purchaser is paid in full, it will notinstitute against, or join any other Person in instituting against, any Series 2000-1Conduit Purchaser any bankruptcy, reorganization, arrangement, insolvency orliquidation proceedings, or other similar proceedings under any ApplicableInsolvency Laws.

###  

The provisionsof this **Section 11.14** shall survivetermination of this Supplement.

 

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

## ** **

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

###  

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

####  

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

####  

#### (iii)                               the addition of an Additional Originator;

####  

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

####  

#### (v)                                 the appointment of a Successor Master Servicer;

####  

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

####  

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

####  

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

 

73

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

####  

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

###  

## **SECTION 11.16**                                                       Subordinated Loan.

## ** **

### (a)                                  If the Company elects to deliver U.S. Dollars and/or Euro (asapplicable) to cure an Early Amortization Event pursuant to **Section 5.01**, such cash contribution, which may be madeonly out of Collections from the Series 2000-1 Concentration Accounts,shall be evidenced as a Subordinated Loan, will constitute a Junior Claim andwill be subject to the provisions of this **Section 11.16**.  Irrespective of the time, order or method ofpayment and irrespective of anything else contained in this or any otherdocument or agreement other than in this **Section 11.16**,so long as any VFC Certificate remains outstanding, the Company agrees that anyand all Junior Claims are and shall be expressly subordinate and junior to theSenior Claims in right and time of payment. Each Junior Claimant by acceptance thereof waives any and all notice ofthe creation or accrual of any such Senior Claim and notice of proof ofreliance upon these subordination provisions by any holder of any SeniorClaim.  Any such Senior Claim shallconclusively be deemed to have been created, contracted or incurred in relianceupon these subordination provisions and all dealings between the Company andany holders of any such Senior Claims (including the Company as an ECI Holder)so arising shall be deemed to have been consummated in reliance upon thesesubordination provisions.  The provisionsof this **Section 11.16** are and are intendedto be solely for the purpose of defining the relative rights of the JuniorClaimants, on the one hand, and the holders of any Senior Claims, on the otherhand.

###  

### (b)                                 In the event of any Insolvency Event:

###  

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

####  

#### (ii)                                  any payment or distribution of any kind or character, whether incash, securities or other property that would otherwise (but for thesesubordination provisions) be payable or deliverable with respect to any JuniorClaim shall be paid or delivered directly to the holders of Senior Claims (orto a banking institution selected by the court or other Person making thepayment or delivery or designated by any holder of any Senior Claim) forapplication in payment of the Senior Claims in accordance with the prioritiesthen existing among such holders until all Senior Claims shall have beenIndefeasibly Paid, or such payment

 

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#### shall have been provided for in a mannersatisfactory to all of the holders of Senior Claims.

####  

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

 

### (c)                                  **Turnover of Improper Payments**.  If any payment ordistribution of any character or any security, whether in cash, securities orother property shall be received by any Junior Claimant in contravention of anyof the terms hereof and before all the Senior Claims shall have beenIndefeasibly Paid or such payment shall have been provided for in a mannersatisfactory to all of the holders of Senior Claims, such payment ordistribution or security shall be received in trust for the benefit of, andshall be paid over or delivered and transferred to, the holders of the SeniorClaims at the time outstanding in accordance with the priorities then existingamong such holders for application to the payment of all Senior Claimsremaining unpaid, to the extent necessary to pay all such Senior Claims infull.  In the event of the failure of anyJunior Claimant to endorse or assign any such payment, distribution orsecurity, the Administrative Agent is hereby irrevocably authorized to endorseor assign the same.

###  

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

###  

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

####  

#### (ii)                                  any extension or indulgence with respect to any payment orprepayment of any Senior Claim or any part thereof or with respect to any otheramount payable to any holder of any Senior Claim;

####  

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

####  

#### (iv)                              any exercise or non exercise by the holder of any Senior Claim ofany right, power, privilege or remedy under or with respect to such SeniorClaim, the Agreement, this Supplement or any waiver of any such right, power,privilege or remedy or of any default with respect to such Senior Claim, theAgreement or this Supplement, or any receipt by the holder of any Senior Claimof any security, or any failure by such holders to perfect a security interestin, or any release by such holder of, any security for the payment of suchSenior Claim;

####  

#### (v)                                 any merger or consolidation of the Company or any of its Subsidiariesinto or with any other Person, or any sale, lease or transfer of any or all

 

75

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#### of the assets of the Company or any of itsSubsidiaries to any other Person;

####  

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

####  

#### (vii)                           any other circumstance.

####  

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

 

### (e)                                  The obligations of the Junior Claimants under these subordinationprovisions shall continue to be effective, or be reinstated, as the case maybe, if at any time any payment with respect to any Senior Claim, or any otherpayment to any holder of any Senior Claim in its capacity as such, is rescindedor must otherwise be restored or returned by the holder of such Senior Claimupon the occurrence of any Insolvency Event, or upon or as a result of theappointment of a receiver, intervenor or conservator of, or trustee or similarofficer for, the Company or any substantial part of property, or otherwise, allas though such payment had not been made.

###  

### (f)                                    No Junior Claimant shall have any subrogation or other rights as theholder of a Senior Claim, and each Junior Claimant hereby waives all suchrights of subrogation and all rights of reimbursement or indemnity whatsoeverand all rights of recourse to any security for any Senior Claim, until suchtime as all the Senior Claims shall be Indefeasibly Paid or such payment shallhave been provided for in a manner satisfactory to all of the holders of SeniorClaims and all of the obligations of the Company under the Senior Claims, theAgreement and this Supplement shall have been duly performed.  From and after the time at which all SeniorClaims have been Indefeasibly Paid or such payment shall have been provided forin a manner satisfactory to all of the holders of Senior Claims, the Junior Claimantsshall be subrogated to all rights of any holders of Senior Claims to receiveany further payments or distributions applicable to the Senior Claims until theJunior Claims shall have been paid in full or such payment shall have beenprovided for in a manner satisfactory to the majority in amount of the JuniorClaimants, and for the purposes of such subrogation, no payment or distributionreceived by the holders of Senior Claims of cash, securities or other propertyto which the Junior Claimants would have been entitled except for these subordinationprovisions shall, as between the Company and its creditors other than theholders of Senior Claims, on the one hand, and the Junior Claimants, on theother, be deemed to be a payment or distribution by the Company to or onaccount of the Senior Claims.

###  

### (g)                                 Each Certificate or other instrumentality evidencing any JuniorClaim shall contain the following legend conspicuously noted on the facethereof:  “**THIS [*NAME OF INSTRUMENT*] IS SUBJECT TO THE SUBORDINATION**

 

76

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### **PROVISIONS SET FORTH IN SECTION 11.16OF THE AMENDED AND RESTATED SERIES 2000-1 SUPPLEMENT AMONG HUNTSMAN RECEIVABLESFINANCE LLC, HUNTSMAN (EUROPE) BVBA, AS MASTER SERVICER, THE SEVERAL FINANCIALINSTITUTIONS PARTY THERETO AS FUNDING AGENTS, THE SERIES 2000-1 CONDUITPURCHASERS PARTY THERETO, THE SEVERAL FINANCIAL INSTITUTIONS PARTY THERETO ASSERIES 2000-1 APA BANKS, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT ANDJ.P. MORGAN BANK (IRELAND) PLC, AS TRUSTEE, DATED AS OF APRIL 18, 2006**” and shall specifically state that a copy of these subordinationprovisions (to the extent not expressly stated in such instrument) is on filewith the Company and is available for inspection at the Company’s offices.

###  

## **SECTION 11.17**                                                       Limited Recourse.

## ** **

Notwithstandinganything to the contrary contained herein, the respective obligations of each Series 2000-1Conduit Purchaser under this Supplement are solely the corporate obligations ofthe Series 2000-1 Conduit Purchasers and, in the case of obligations ofeach Series 2000-1 Conduit Purchaser other than Commercial Paper, shall bepayable at such time as funds are received by or are available to such Series 2000-1Conduit Purchaser in excess of funds necessary to pay in full all outstandingCommercial Paper issued by such Series 2000-1 Conduit Purchaser and, tothe extent funds are not available to pay such obligations, the claims relatingthereto shall not constitute a claim against such Series 2000-1 ConduitPurchaser but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101of Title 11 of the Bankruptcy Code) of any such party shall be subordinated tothe payment in full of all Commercial Paper.

 

No recourseunder any obligation, covenant or agreement of any Series 2000-1 ConduitPurchaser contained in this Supplement shall be had against any incorporator,stockholder, officer, director, employee or agent of such Series 2000-1Conduit Purchaser, the Administrative Agent, the Funding Agents or any of theirAffiliates (solely by virtue of such capacity) by the enforcement of anyassessment or by any legal or equitable proceeding, by virtue of any statute orotherwise; *it being expressly agreed and understood*that the Agreement is solely a corporate obligation of the Series 2000-1Conduit Purchasers, and that no personal liability whatever shall attach to orbe incurred by any incorporator, stockholder, officer, director, employee oragent of either Series 2000-1 Conduit Purchaser, the Administrative Agent,the Funding Agents, the Manager or any of their Affiliates (solely by virtue ofsuch capacity) or any of them under or by reason of any of the obligations,covenants or agreements of such Series 2000-1 Conduit Purchaser containedin this Supplement, or implied therefrom, and that any and all personalliability for breaches by such Series 2000-1 Conduit Purchaser of any ofsuch obligations, covenants or agreements, either at common law or at equity,or by statute, rule or regulation, of every such incorporator,stockholder, officer, director, employee or agent is hereby expressly waived asa condition of and in consideration for the execution of the Agreement;provided that the foregoing shall not relieve any such Person from anyliability it might otherwise have as a result of fraudulent actions taken oromissions made by them.  The provisionsof this **Section 11.17** shall survivetermination of this Supplement.

 

77

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# **ARTICLE XII**

# ** **

# **FINAL DISTRIBUTIONS**

# ** **

## **SECTION 12.01**                                                       Certain Distributions.

## ** **

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

###  

### (b)                                 Notwithstanding anything to the contrary in this Supplement or theAgreement, any distribution made to the Series 2000-1 InvestorCertificateholders pursuant to this Section shall be deemed to be a finaldistribution pursuant to **Section 9.03**of the Agreement with respect to the Series 2000-1 VFC Certificates.

###  

# **ARTICLE XIII**

# ** **

# **ADMINISTRATIVE AGENT**

# ** **

## **SECTION 13.01**                                                       Administrative Agent.

## ** **

### Notwithstanding anything to the contrary in theAgreement, the Servicing Agreement or this Supplement, for purposes of allprovisions of the Agreement and the Servicing Agreement requiring the consentof each Funding Agent of Holders evidencing more than 50% of the AggregateInvested Amount, references to “Funding Agent” shall be construed as referencesto the Administrative Agent designated in this Supplement; **provided**,**however**, that for purposes of **Sections 10.01(a) **and **10.01(b) **ofthe Agreement and **Sections 6.01**and**6.03**of the Servicing****Agreement, the Administrative Agent shall seek the consentof the Funding Agents representing Series 2000-1 Investors Certificateholdersof more than 60% of the Series 2000-1 Invested Amount.

 

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

 
| **HUNTSMAN RECEIVABLES FINANCE  LLC,**                |
|-------------------------------------------------------|
| as Company                                            |   |
|                                                  |   |
| By:                                                   | /s/ SEAN DOUGLAS |   |
|                                                  | Name: Sean Douglas |   |
|                                                  | Title: Vice President and Treasurer |   |
|                                                  |   |
|                                                  |   |
| **HUNTSMAN (EUROPE) BVBA,**                           |   |
| as Master Servicer                                    |   |
|                                                  |   |
| By:                                                   | /s/ CHRISTOPHE STRUYVELT |   |
|                                                  | Name: Christophe Struyvelt |   |
|                                                  | Title: Manager |   |
|                                                  |   |   |
|                                                  |   |   |
| By:                                                   | /s/ FRANCIS DE CARRIÈRE |   |
|                                                  | Name: Francis De Carrière |   |
|                                                  | Title: Manager |   |
|                                                  |   |   |
|                                                  |   |
| **JPMORGAN CHASE BANK, N.A.,**                        |
| as Administrative Agent                               |   |
|                                                  |   |
| By:                                                   | /s/  STEPHANIE WOLF |   |
|                                                  | Name:  Stephanie Wolf |   |
|                                                  | Title:  Managing Director |   |
|                                                  |   |
|                                                  |   |
| **J.P. MORGAN BANK (IRELAND) PLC,**                   |
| not in its individual capacity but solely  as Trustee |
|                                                  |   |
| By:                                                   | /s/  PATRICK JOSEPH DUFFY |   |
|                                                  | Name:  Patrick Joseph Duffy |   |
|                                                  | Title: |   |
|                                                  |   |
|                                                  |   |
| **JPMORGAN CHASE BANK, N.A.,**                        |
| as Funding Agent                                      |
|                                                  |   |
| By:                                                   | /s/  STEPHANIE WOLF |   |
|                                                  | Name:  Stephanie Wolf |   |
|                                                  | Title:  Managing Director |   |

 

79

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| **WACHOVIA CAPITAL MARKETS, LLC,**                                                                                                                        |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------|
| as Funding Agent                                                                                                                                          |
|                                                                                                                                                      |   |
| By:                                                                                                                                                       | /s/  EERO H. MAKI |   |
|                                                                                                                                                      | Name:  Eero H. Maki |   |
|                                                                                                                                                      | Title:  Director |   |
|                                                                                                                                                      |   |
|                                                                                                                                                      |   |
| **JUPITER SECURITIZATION  CORPORATION,**                                                                                                                  |
| as a Series 2000-1 Conduit Purchaser  and the                                                                                                        |
| Existing Series 2000-1 VFC  Certificateholder                                                                                                        |
|                                                                                                                                                      |   |
| By:                                                                                                                                                       | /s/  STEPHANIE WOLF |   |
|                                                                                                                                                      | Name:  Stephanie Wolf |   |
|                                                                                                                                                      | Title:  Authorized Signatory |   |
|                                                                                                                                                      |   |
|                                                                                                                                                      |   |
| **VARIABLE FUNDING CAPITAL  COMPANY, LLC,**                                                                                                               |
|                                                                                                                                                      |   |
| By:                                                                                                                                                       | Wachovia  Capital Markets, LLC |   |
| As  Attorney-in-Fact                                                                                                                                      |   |
|                                                                                                                                                      |   |   |
| By:                                                                                                                                                       | /s/  DOUGLAS R. WILSON, SR. |   |
|                                                                                                                                                      | Name:  Douglas R. Wilson, Sr. |   |
|                                                                                                                                                      | Title:  Vice President |   |
|                                                                                                                                                      |   |
|                                                                                                                                                      |   |
| **JPMORGAN CHASE BANK, N.A.,**                                                                                                                            |
| as a Series 2000-1  APA Bank                                                                                                                         |
|                                                                                                                                                      |   |
| By:                                                                                                                                                       | /s/  STEPHANIE WOLF |   |
|                                                                                                                                                      | Name:  Stephanie Wolf |   |
|                                                                                                                                                      | Title:  Managing Director |   |
|                                                                                                                                                      |   |
|                                                                                                                                                      |   |
| **WACHOVIA CAPITAL MARKETS, LLC,**                                                                                                                        |
| as a Series 2000-1 APA Bank                                                                                                                          |
|                                                                                                                                                      |   |
| By:                                                                                                                                                       |   |   |
|                                                                                                                                                      | Name: |   |
|                                                                                                                                                      | Title: |   |
|                                                                                                                                                      |   |   |
|                                                                                                                                                      |   |   |
| **J.P. MORGAN SECURITIES LTD,**                                                                                                                           |
| as Book Runner and Mandated Lead Arranger                                                                                                                 |
|                                                                                                                                                      |   |   |
| By:                                                                                                                                                       | /s/  STEPHANIE WOLF |   |
|                                                                                                                                                      | Name:  Stephanie Wolf |   |
|                                                                                                                                                      | Title:  Managing Director |   |
|                                                                                                                                                      |   |
|                                                                                                                                                      |   |
| **HUNTSMAN INTERNATIONAL LLC**                                                                                                                            |
|                                                                                                                                                      |   |
| By:                                                                                                                                                       | /s/ SEAN DOUGLAS |   |
|                                                                                                                                                      | Name: Sean Douglas |   |
|                                                                                                                                                      | Title: Vice President and Treasurer |   |
|                                                                                                                                                      |   |
|                                                                                                                                                      |   |
| Acknowledged and Agreed as of the day and  year first written above solely for purposes of **Sections  2.10**, **7.04**, **8.02(e) **and**8.02(f)**: |

 

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**SCHEDULE I**

** **

**Series 2000-1 Commitments**

** **

**Part A.  Commitments and VFC Purchaser Groups**

 
| **Funding Agent**              | ** ** | **Conduit  Purchaser**                 | ** ** | **Committed  Purchaser** | ** ** | **Committed  Purchaser  Commitment** | ** **  | **Euro/Dollar  VFC Purchaser  Groups** |
|--------------------------------|------------|----------------------------------------|------------|--------------------------|------------|--------------------------------------|-------------|----------------------------------------|
| JP  Morgan Chase Bank, N.A.    |       | Jupiter  Securitization Corporation    |       |                     |       | $                                    | 306,000,000 |                                   | Euro  VFC Purchaser Group/Dollar VFC Purchaser Group |
|                           |       |                                   |       |                     |       |                                 |        |                                   |   |
| Wachovia  Capital Markets, LLC |       | Variable  Funding Capital Company, LLC |       |                     |       | $                                    | 204,000,000 |                                   | Dollar  VFC Purchaser Group |

 

**Part B. Invested Amounts**

 

| **Date** | ** ** | **Series 2000-1  Increase in  Series 2000-1  Purchaser U.S.  Dollar Invested  Amount/Series  2000-1 Euro  Invested Amount** | ** ** | **Series 2000-1  Decrease in  Series 2000-1  Purchaser U.S.  Dollar Invested  Amount/Series  2000-1 Euro  Invested Amount** | ** ** | **Series 2000-1  Purchaser U.S.  Dollar Invested  Amount/Series  2000-1  Purchaser Euro  Invested Amount** | ** ** | **Notation  Made By** |
|----------|------------|---------------------------------------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------|------------|-----------------------|
|     |       |                                                                                                                                  |       |                                                                                                                                  |       |                                                                                                            |       |                  |
|     |       |                                                                                                                                  |       |                                                                                                                                  |       |                                                                                                            |       |                  |
|     |       |                                                                                                                                  |       |                                                                                                                                  |       |                                                                                                            |       |                  |

 

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**SCHEDULE III**

** **

**Series 2000-1 Definitions**

** **

“**Account Currency Priority**” shall mean, with respect to anydesignated type of Series 2000-1 Account, that funds shall be applied,distributed or paid from such designated Series 2000-1 Account (a) solong as the Hedging Requirement is satisfied after giving effect to suchapplication, distribution or payment is made, as between the relevantcurrencies in accordance with the instructions of the Master Servicer, and (b) ifthe Hedging Requirement is not satisfied,

 

(1) fundsto be applied, distributed or paid in respect of an obligation denominated inU.S. Dollars, shall be made in the following order of priority:

 

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

 

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

 

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

 

(2) fundsto be applied, distributed or paid in respect of an obligation denominated inEuro, shall be made in the following order of priority:

 

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

 

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

 

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

 

**provided**, **however**, that the AdministrativeAgent, at the direction of any Funding Agent, may elect not to implement theabove Account Currency Priority and instead direct payments in any priority andcurrency as it deems appropriate in order to maximize payments in respect ofthe Series 2000-1 Euro Invested Amount and the Series 2000-1 U.S.Dollar Invested Amount.

 

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

 

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“**Allocated CP Rate**” means, for any Series 2000-1 CP RatePeriod with respect to a Series 2000-1 Conduit Purchaser, to the extentsuch Series 2000-1 Conduit Purchaser funds all or a portion of itsinterest in the Series 2000-1 VFC Certificates by the issuance by it or onits behalf of Commercial Paper notes, the per annum rate equivalent to, asdetermined by the related Funding Agent, (i) the aggregate discountapplicable to or interest which shall accrue on all Commercial Paper notesissued by such Series 2000-1 Conduit Purchaser to enable such Series 2000-1Conduit Purchaser to fund and maintain the funding of the purchase of Series 2000-1VFC Certificates under the Series 2000-1 Supplement and having a termequivalent to the tenor of such the applicable Series 2000-1 CP Tranche,as sold by any placement agent or commercial paper dealer selected by such Series 2000-1Conduit Purchaser, **plus** (ii) anyand all applicable issuing and paying agent fees and commissions of placementagents and commercial paper dealers in respect of such Commercial Paper notesfor such term, **plus** (iii) incrementalcarrying costs incurred with respect to Commercial Paper notes maturing ondates other than those on which corresponding funds are received by such Series 2000-1Conduit Purchaser (including any Broken Funding Costs) **plus**(iv) costs associated with funding and maintaining currency hedgeagreements (and which may also be allocated in part to the funding of otherassets of Series 2000-1 Conduit Purchaser); **provided,however,** that if any component of any such rate is a discount rate,in calculating the “Allocated CP Rate” for such Series 2000-1 CP RatePeriod, the related Funding Agent shall for such component use the rateresulting from converting such discount rate to an interest bearing equivalentrate per annum.

 

“**Amended Documents**” shall mean (a) the Second Amendedand Restated Pooling Agreement to be dated as of April 18, 2006 by, amongothers, the Company and the Trustee; (b) the Second Amended and RestatedMaster Servicing Agreement to be dated as of April 18, 2006 by, amongothers, the Company and the Trustee; and (c) the amended and restatedOrigination Agreements each to be dated as of April 18, 2006.

 

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

 

“**APA****Pro rata Share**”shall have the meaning assigned to the term “**Pro rataShare**” in the applicable Series 2000-1 Asset PurchaseAgreement.

 

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

 

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from investingthe portion of the funds attributable to such Series 2000-1 CP Tranche notso allocated.

 

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

 

“**Conduit Assignee**” shall mean any special purpose vehicleissuing indebtedness in the commercial paper market that is administered byJPMorgan Chase Bank, N.A. or Wachovia Capital Markets, LLC or any other specialpurpose vehicle issuing indebtedness, in each case that meets the conditionsset forth in **Section 11.10** of the Series 2000-1Supplement.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

“**Eurodollar Rate**” shall mean, with respect to any Series 2000-1Eurodollar Period, a rate per annum equal to the sum (rounded upwards, ifnecessary, to the next higher 1/16 of 1%) of (A) the rate obtained bydividing (i) the applicable LIBOR Rate by (ii) a percentage equal to100% **minus** the reserve percentage used fordetermining the maximum reserve requirement as specified in Regulation D of theBoard of Governors of the Federal Reserve System (including any marginal,emergency, supplemental, special or other reserves) that is

 

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applicable toa Series 2000-1 APA Bank or a Funding Agent during such Series 2000-1Eurodollar Period in respect of Eurocurrency or Eurodollar funding, lending orliabilities (or, if more than one percentage shall be so applicable, the dailyaverage of such percentage for those days in such Series 2000-1 EurodollarPeriod during which any such percentage shall be applicable) **plus** (B) the then daily net annual assessment rate(rounded upwards, if necessary, to the nearest 1/16 of 1%) as estimated by theFunding Agent for determining the current annual assessment payable by such Series 2000-1APA Bank or Funding Agent to the Federal Deposit Insurance Corporation inrespect of Eurocurrency or Eurodollar funding, lending or liabilities.

 

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

 

“**Existing Series 2000-1 Issuance Date**” shall mean December 21,2000.

 

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

 

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

 

“**Existing Series 2000-1 VFC Certificateholder**” shallmean Jupiter Securitization Corporation.

 

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

 

“**Funding Agent**” shall mean, with respect to the JPMorgan VFCPurchaser Group, JPMorgan Chase Bank, N.A., and with respect to the WachoviaVFC Purchaser Group, Wachovia Capital Markets, LLC.  For the avoidance of doubt, with respect tothe Series 2000-1, Funding Agents shall mean only JPMorgan Chase Bank,N.A., and Wachovia Capital Markets, LLC.

 

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

 

**“Huntsman International”** shall mean Huntsman International LLC, a Delaware limited liabilitycompany.

 

“**JPMorgan****Conduit**” shallmean (a) Jupiter and any successor thereto (or any Eligible Assignee whichenters into a Series 2000-1 Commitment Transfer Supplement with Jupiter),or (b) any Series 2000-1 Acquiring Purchaser who becomes party to theSupplement at any time by entering into a Series 2000-1 CommitmentTransfer Supplement with Jupiter; **provided** thatat the time such Series 2000-1 Commitment Transfer Supplement becomeseffective all references to Jupiter in any of the Transaction Documents asamended and

 

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supplementedfrom time to time, including all defined terms therein, shall be references tosuch Series 2000-1 Acquiring Purchaser.

 

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

 

**“Jupiter”**shall mean Jupiter Securitization Corporation, a Delawarecorporation.

 

“**LIBOR Rate**” shall mean, with respect to any Series 2000-1Eurodollar Period, the rate at which deposits in dollars are offered to theFunding Agent for the relevant VFC Purchaser Group in the London interbankmarket at approximately 11:00 a.m. London time two (2) Business Daysbefore the first day of such Series 2000-1 Eurodollar Period in an amountapproximately equal to the Series 2000-1 Eurodollar Tranche to which theEurodollar Rate is to apply and for a period of time approximately equal to theapplicable Series 2000-1 Eurodollar Period.

 

“**PARCO**” shall mean Park Avenue Receivables Company, LLC, aDelaware limited liability company, and any successor thereto.

 

**“Permitted Designated Lineof Business Disposition”**shall have themeaning assigned to such term in **Annex X** to theAgreement.

 

“**Placement Agent**” shall have the meaning assigned to suchterm in the applicable Series 2000-1 Asset Purchase Agreement.

 

“**Pooled Commercial Paper**” shall mean, with respect to a Series 2000-1Conduit Purchaser funding its interest in a Series 2000-1 CP Tranchethrough the issuance of Commercial Paper notes, Commercial Paper notes issuedby (or on behalf of) such Series 2000-1 Conduit subject to any particularpooling arrangement by or applicable to such Series 2000-1 ConduitPurchaser, but excluding Commercial Paper notes issued by (or on behalf of)such Series 2000-1 Conduit Purchaser for a tenor and in an amountspecifically requested by any Person in connection with any agreement effectedby (or on behalf of) such Series 2000-1 Conduit Purchaser.

 

“**Pooled CP Rate**” shall mean, for each day during any Series 2000-1CP Rate Period with respect to a Series 2000-1 Conduit Purchaser, to theextent such Series 2000-1 Conduit Purchaser funds all or a portion of itsinterest in the Notes by the issuance by it or on its behalf of CommercialPaper notes, the per annum rate equivalent to the sum as determined by therelated Funding Agent (without duplication) of: (i) discount or yield accrued on Pooled Commercial Paper on suchday; **plus** (ii) any and all applicableissuing and paying agent fees and commissions of placement agents andcommercial paper dealers, and issuing and paying agent fees incurred, inrespect of such Pooled Commercial Paper for such day; **plus**(iii) other costs associated with funding small or odd-lot amounts withrespect to all receivable purchase facilities which are funded by PooledCommercial Paper for such day; **minus** (iv) anyaccrual of income net of expenses received on such day from investment ofcollections received under all receivable purchase facilities fundedsubstantially with Pooled Commercial Paper; **minus**(v) any payment received on such day net of expenses in respect of BrokenFunding Costs related to the prepayment of any interest of any purchasefacilities or funding facilities funded by Series 2000-1 Conduit Purchasersubstantially with Pooled Commercial Paper; 

 

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**plus** (vi) costs associated with funding and maintaining currencyhedge agreements related to the issuance of Pooled Commercial Paper; **provided**, **however**, thatif any component of any such rate is a discount rate, in calculating the “PooledCP Rate” for such Series 2000-1 CP Rate Period, the related Funding Agentshall for such component use the rate resulting from converting such discountrate to an interest bearing equivalent rate per annum.

 

“**Potential Series 2000-1 Early Amortization Event**” shallmean an event which, with the giving of notice and/or the lapse of time, wouldconstitute a Series 2000-1 Early Amortization Event.

 

“**Pro rata Share**” shall have the meaning assigned to such termin the applicable Series 2000-1 Asset Purchase Agreement.

 

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

 

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

 

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

 

“**Series 2000-1**” shall mean the Series of InvestorCertificates and the Subordinated Company Interests, the Principal Terms ofwhich are set forth in the Series 2000-1 Supplement.

 

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

 

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

 

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

 

(b)                                 the aggregate of the amounts transferred to the Series 2000-1Non-Principal Concentration Subaccount on or before such day in respect of suchAccrual Period pursuant to **Section 3A.03(a)(i) **and**(ii) **of the Series 2000-1 Supplement, beforegiving effect to any transfer made in respect of the Series 2000-1 AccruedExpense Adjustment on such day pursuant to the proviso to such Section.

 

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

 

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

 

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

 

(c)                                  theaggregate amount of all previously accrued and unpaid Series 2000-1 U.S.Dollar Monthly Interest and Series 2000-1 Euro Monthly Interest for priorDistribution Dates;

 

(d)                                 theaggregate amount of all accrued and unpaid Series 2000-1 U.S. DollarAdditional Interest and Series 2000-1 Euro Additional Interest; and

 

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

 

“**Series 2000-1 Accrued Interest Subaccounts**” shall havethe meaning assigned in **Section 3A.02(a)(iv) **ofthe Series 2000-1 Supplement.

 

“**Series 2000-1 Acquiring Purchaser**” shall have themeaning assigned to such term in **Section 11.10(b) **ofthe Series 2000-1 Supplement.

 

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

 

“**Series 2000-1 Adjusted Invested Amount**” shall mean, asof any date of determination, (i) the Series 2000-1 Invested Amounton such date, **minus** (ii) the amount ondeposit in the Series 2000-1 Principal Concentration Subaccount on suchdate (up to a maximum of the Series 2000-1 Invested Amount).

 

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

 

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

 

(a)                                  the Series 2000-1 Invested Amount;

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

“**Series 2000-1 Amortization Period**” shall mean theperiod commencing on the Business Day following the Series 2000-1Revolving Period and ending on the date when the Series 2000-1 InvestedAmount shall have been reduced to zero and all accrued interest and otheramounts owing on the Series 2000-1 VFC Certificates and to the FundingAgents and the Series 2000-1 Purchasers under the Transaction Documentsshall have been paid.

 

“**Series 2000-1 APA Bank**” shall mean any APA Bank partyto the Series 2000-1 Supplement and a Series 2000-1 Asset PurchaseAgreement, including such APA Bank’s permitted successors or assigns.

 

“**Series 2000-1 Applicable Margin**” shall mean on any dateof determination, the margin set forth opposite the rating applicable to theServicer Guarantor at the time of such determination in the grid set forthbelow.

 
| **Rating of Servicer  Guarantor** | ** ** | **Applicable Margin for  Serious 2000-1 Conduit  Purchasers** | ** ** | **Applicable Margin for  Series 2000-1 APA Banks** | ** ** |
|-----------------------------------|------------|---------------------------------------------------------------|------------|---------------------------------------------------------|------------|
| **S&P**                       | ** ** | **Moody’s**                                              | ** ** |
| ** **                        | ** ** | ** **                                                    | ** ** | **(% per annum)**                                       | ** ** | **(% per annum)** | ** ** |
| BBB-                              |       | Baa3                                                          |       | 0.375                                                   |       | 1.00 |   |
| BB+                               |       | Ba1                                                           |       | 0.450                                                   |       | 1.00 |   |
| BB                                |       | Ba2                                                           |       | 0.550                                                   |       | 1.00 |   |
| BB-                               |       | Ba3                                                           |       | 0.600                                                   |       | 1.00 |   |
| B+                                |       | B1                                                            |       | 0.750                                                   |       | 1.25 |   |
| B                                 |       | B2                                                            |       | 1.000                                                   |       | 1.25 |   |
| B-                                |       | B3                                                            |       | 1.100                                                   |       | 1.25 |   |

 

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

 

“**Series 2000-1 Asset Purchase Agreement**” shall mean eachasset or liquidity purchase agreement or similar agreement entered into by andamong a Series 2000-1 Conduit Purchaser, its related Funding Agent and theSeries 2000-1 APA Banks in its VFC Purchaser Group from time to time partythereto and relating to the Trust, as the same from time to time may beamended, supplemented or otherwise modified and in effect.

 

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

 

“**Series 2000-1 Benefited Purchaser**” shall have themeaning assigned in **Section 11.12(a) **ofthe Series 2000-1 Supplement.

 

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

 

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

 

“**Series 2000-1 Commitment**” shall mean, as to any Series 2000-1APA Bank, its obligation to purchase a Series 2000-1 VFC Certificate onthe Series 2000-1 Issuance Date, to acquire all or part of a Series 2000-1VFC Certificate Interest with respect to the Series 2000-1 ConduitPurchaser in its VFC Purchaser Group and to maintain and, subject to certainconditions, increase, its Series 2000-1 Purchaser Invested Amount **plus** any accrued and unpaid discount therefrom, in anaggregate amount, in each case, not to exceed at any one time outstanding theamount set forth opposite such Series 2000-1 APA Bank’s name on **Schedule I** of the Series 2000-1 Supplement and **Annex I** of the applicable Series 2000-1 Asset PurchaseAgreement under the caption “Commitment”, or in its Series 2000-1Commitment Transfer Supplement as such amount may be reduced from time to timepursuant to **Section 2.08(e) **of the Series 2000-1Supplement; collectively, as to all Series 2000-1 APA Banks, the “**Series 2000-1 Commitments**”.

 

“**Series 2000-1 Commitment Percentage**” shall mean, as toany Series 2000-1 APA Bank and as of any date, the percentage equivalentof a fraction, the numerator of which is such Series 2000-1 APA Bank’s Series 2000-1Commitment as set forth on **Schedule I**of the Series 2000-1 Supplement and **Annex I** of theapplicable Series 2000-1 Asset Purchase Agreement or in its Series 2000-1Commitment Transfer Supplement and the denominator of which is the Series 2000-1Aggregate Commitment Amount as of such date.

 

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

 

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“**Series 2000-1 Commitment Reduction**” shall have themeaning assigned to such term in **Section 2.08(a) **ofthe Series 2000-1 Supplement.

 

“**Series 2000-1 Commitment Termination Date**” shall meanthe earliest to occur of (a) the date on which all amounts due and owingto the Series 2000-1 Conduit Purchasers and the Series 2000-1 APABanks in respect of the Series 2000-1 VFC Certificates have beenindefeasibly paid in full to the Series 2000-1 Conduit Purchasers and the Series 2000-1APA Banks (as certified by each of the Funding Agents with respect to its VFCPurchaser Group), and the Series 2000-1 Aggregate Commitment Amount hasbeen reduced to zero pursuant to **Section 2.08**of the Series 2000-1 Supplement and **Section 2.05**(or corresponding section) of the applicable Series 2000-1 Asset PurchaseAgreement and (b) the Series 2000-1 Scheduled Commitment TerminationDate.

 

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

 

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

 

“**Series 2000-1 Conduit Purchaser**” shall mean each ofJupiter and VFCC, including their respective successors and assigns, butexcluding the Series 2000-1 APA Banks as assignees pursuant to **Section 2.06** of the Series 2000-1 Supplement.

 

“**Series 2000-1 CP Rate**” means, for any Series 2000-1CP Rate Period with respect to a Series 2000-1 Conduit Purchaser, to theextent such Series 2000-1 Conduit Purchaser funds all or a portion of itsinterest in a Series 2000-1 CP Tranche by the issuance by it (or on itsbehalf) of Commercial Paper notes, the per annum rate equivalent to, asdetermined by the related Funding Agent, (a) the weighted average PooledCP Rate for such Series 2000-1 CP Rate Period with respect to such Series 2000-1Conduit Purchaser or (b) the weighted average Allocated CP Rate for such Series 2000-1CP Rate Period with respect to such Series 2000-1 Conduit Purchaser, asapplicable, in each case including (without duplication) costs associated withother borrowings by such Series 2000-1 Conduit Purchaser and any othercosts associated with the issuance of Commercial Paper notes of or related tothe issuance of Commercial Paper notes that are allocated, in whole or in part,by such Series 2000-1 Conduit Purchaser or the related Funding Agent tofund or maintain such interest (and which may also be allocated in part to thefunding of other assets of such Series 2000-1 Conduit Purchaser).

 

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

 

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

 

“**Series 2000-1 Daily Euro Interest Deposit**” shall mean,for any Business Day, an amount equal to (i) the amount of accrued andunpaid Series 2000-1 Daily Euro Interest Expense in respect of such day **plus** (ii) the aggregate amount of all previouslyaccrued and unpaid Series 2000-1 Daily Euro Interest Expense that has notyet been deposited in a Series 2000-1 Accrued Interest Subaccount **plus** (iii) the aggregate amount of all accrued andunpaid Series 2000-1 Euro Additional Interest.

 

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

 

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

 

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

 

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

 

**provided**, **however**, that for the purposes ofcalculating Series 2000-1 Euro Monthly Interest, the “Series 2000-1Daily Euro Interest Expense” for any day following the date of determinationshall be based on the allocable portions of the Series 2000-1 EuroInvested Amount, the ABR, Eurodollar Rate, the Series 2000-1 CP Rate andthe applicable Series 2000-1 Margin and the Series 2000-1 UtilizationFee Rate, as of or in effect on such date of determination; **provided**, **further**, thatfor any such day during the continuation of a Series 2000-1 EarlyAmortization Period, the “Series 2000-1 Daily Euro Interest Expense” forsuch day shall be equal to the greater of (i) the sum of the amountscalculated pursuant to **clauses (a)**, **(b) **and **(c) **aboveand (ii) the product of (x) the Series 2000-1 Euro Invested Amount onsuch day **divided by** 365 and (y) (A) the ABRin effect on such day **plus** 2.00% perannum or (B) the Series 2000-1 CP Rate **plus**2.00% per annum.

 

“**Series 2000-1 Daily U.S. Dollar Interest Deposit**” shallmean, for any Business Day, an amount equal to (i) the amount of accruedand unpaid Series 2000-1 Daily U.S. Dollar Interest Expense in respect ofsuch day **plus** (ii) the aggregate amount ofall previously accrued and unpaid Series 2000-1 Daily U.S. Dollar InterestExpense that has not yet been deposited in a Series 2000-1 AccruedInterest Subaccount **plus** (iii) theaggregate amount of all accrued and unpaid Series 2000-1 U.S. DollarAdditional Interest.

 

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

 

(a)                                  the product of (i) the portion of the Series 2000-1 U.S.Dollar Invested Amount (calculated without regard to **clauses (c)(iv) **and**(v) **of the definition of Series 2000-1 PurchaserU.S. Dollar Invested Amount) allocable to the Series 2000-1 FloatingTranche on such day **divided by** 365and (ii) the ABR **plus** the Series 2000-1

 

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Applicable Margin in effect on such day **plus** the accrued and unpaid Series 2000-1 Unused Fee inrespect of such day;

 

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

 

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

 

**provided**, **however**, that for the purposes ofcalculating Series 2000-1 U.S. Dollar Monthly Interest, the “Series 2000-1Daily U.S. Dollar Interest Expense” for any day following the date ofdetermination shall be based on the allocable portions of the Series 2000-1U.S. Dollar Invested Amount, the ABR, Eurodollar Rate, the Series 2000-1CP Rate and the applicable Series 2000-1 Margin and the Series 2000-1Utilization Fee Rate, as of or in effect on such date of determination; **provided**, **further**, thatfor any such day during the continuation of a Series 2000-1 EarlyAmortization Period, the “Series 2000-1 Daily U.S. Dollar Interest Expense”for such day shall be equal to the greater of (i) the sum of the amountscalculated pursuant to **clauses (a)**, **(b) **and **(c) **aboveand (ii) the product of (x) the Series 2000-1 U.S. Dollar InvestedAmount on such day **divided by** 365and (y) (A) the ABR in effect on such day **plus**2.00% per annum or (B) the CP Rate **plus** 2.00% perannum.

 

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

 

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

 

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

 

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

 

where:

 

DRR = Series 2000-1Dilution Reserve Ratio;

 

c =                                (i)                                     with respect to each of the Series 2000-1 U.S. Dollar VFCCertificate and the Series 2000-1 Euro VFC Certificate, 2.0 if theServicer Guarantor’s corporate credit rating by S&P is equal 

 

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to orgreater than “BBB-” or the corporate family rating by Moody’s is equal to orgreater than “Baa3”;

 

(ii)                                  with respect to each of the Series 2000-1 U.S. Dollar VFCCertificate and the Series 2000-1 Euro VFC Certificate, 2.25 if theServicer Guarantor’s corporate credit rating by S&P is equal to or greaterthan “B+” but less than “BBB-” or the corporate family rating by Moody’s isequal to or greater than “B1” but less than “Baa3”; or

 

(iii)                               with respect to each of the Series 2000-1 U.S. Dollar VFCCertificates and the Series 2000-1 Euro VFC Certificates, 2.5 if theServicer Guarantor’s corporate credit rating by S&P is “B” or below and thecorporate family rating by Moody’s is “B2” or below;

 

in each case, **provided** that if the Company has different ratings fromS&P and Moody’s at any time, the higher of the S&P or Moody’s ratingshall apply; **provided, further,** that if thedifference in ratings is (1) two notches, the rating between the tworatings shall apply and (2) more than two notches, the rating one notchabove the lower of the two ratings shall apply;

 

d  =                            the twelvemonth rolling average of the Dilution Ratio that occurred during the period oftwelve consecutive Settlement Periods ending immediately prior to such earlierSettlement Report Date;

 

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

 

f  =                               theDilution Period.

 

“**Series 2000-1 Early Amortization Date Balance**” shallhave the meaning assigned to the term “Termination Date Balance” in theapplicable Series 2000-1 Asset Purchase Agreement.

 

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

 

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

 

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

 

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

 

“**Series 2000-1 Euro Certificate Rate**” shall mean, on anydate of determination, the average (weighted based on the respectiveoutstanding amounts of each Series 2000-1 Floating Tranche, each Series 2000-1CP Tranche and each Series 2000-1 Eurodollar Tranche) of the ABR, the Series 2000-1CP Rate and Eurodollar Rate in effect on such day **plus**,in the case

 

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of the ABR andthe Eurodollar Rate, the applicable Series 2000-1 Applicable Margin and inthe case of the Series 2000-1 CP Rate, the Series 2000-1 UtilizationFee Rate in respect of the Series 2000-1 Euro VFC Certificate.

 

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

 

“**Series 2006-1 Euro Interest Shortfall**” shall have themeaning assigned to such term in **Section 3.04(b)(ii) **ofthis Supplement.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

“**Series 2000-1 Eurodollar Period**” shall mean, withrespect to the applicable VFC Purchaser Group and any Series 2000-1Eurodollar Tranche:

 

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

 

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

 

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

 

(1)                                  if any Series 2000-1 Eurodollar Period would otherwise end on aday that is not a Business Day, such Series 2000-1 Eurodollar Period shallbe extended to the next succeeding Business Day unless the result of suchextension would be to carry such Series 2000-1 Eurodollar Period intoanother calendar month in which event such Series 2000-1 Eurodollar Periodshall end on the immediately preceding Business Day;

 

(2)                                  any Series 2000-1 Eurodollar Period that would otherwise extendbeyond the Series 2000-1 Revolving Period shall end on the last day of theSeries 2000-1 Revolving Period; and

 

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

 

“**Series 2000-1 Eurodollar Tranche**” shall mean, withrespect to an applicable VFC Purchaser Group, a portion of the Series 2000-1Invested Amount with respect to an applicable VFC Purchaser Group, for whichthe Series 2000-1 Monthly Interest is calculated by reference to theEurodollar Rate determined by reference to a particular Series 2000-1Eurodollar Period.

 

“**Series 2000-1 Excluded Taxes**” shall have the meaningassigned to such term in **Section 7.03(a) **ofthe Series 2000-1 Supplement.

 

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

 

“**Series 2000-1 FX Forward Agreement**” shall mean acontract pursuant to a Series 2000-1 FX Hedging Agreement between theTrustee and a FX Counterparty whereby the Trustee agrees to sell at a certaindate, a certain amount of any U.S. Dollars, Pounds Sterling or Euros at theForward Rate and the FX Counterparty agrees to deliver U.S. Dollars or Euros onsuch date, and whereby the maturity date of each Series 2000-1 FX ForwardAgreement will be equal to the corresponding maturity date of the relevant Series 2000-1Eurodollar Tranche, Series 2000-1 Floating Tranche or Series 2000-1CP Tranche (or the weighted average of the maturity dates of such tranches); **provided further** that if, the Series 2000-1 InvestedAmount has not been reduced to zero at the Series 2000-1 ScheduledMaturity Date, the Trustee will enter into the last set of Series 2000-1FX Forward Agreements which will mature on the Business Day immediatelypreceding the Series 2000-1 Final Maturity Date. For purposes of the FX HedgingPolicy maturity dates with respect to FX Forward Agreements will be determinedon the basis of this definition.

 

“**Series 2000-1 FX Hedging Agreement**” shall mean acurrency hedge agreement (including any Series 2000-1 FX ForwardAgreements thereunder) pursuant to a 1992 International

 

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Swaps andDerivatives Association Master Agreement between the Trustee and a FXCounterparty.

 

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

 

“**Series 2000-1 Increase Amount**” shall have the meaningassigned to such term in **Section 2.05(a) **ofthe Series 2000-1 Supplement.

 

“**Series 2000-1 Increase Date**” shall have the meaningassigned to such term in **Section 2.05(a) **ofthe Series 2000-1 Supplement.

 

“**Series 2000-1 Indemnified Amounts**” shall have themeaning assigned to such term in **Section 2.10(a) **ofthe Series 2000-1 Supplement.

 

“**Series 2000-1 Indemnified Parties**” shall have themeaning assigned to such term in **Section 2.10(a) **ofthe Series 2000-1 Supplement.

 

“**Series 2000-1 Initial Euro Invested Amount**” shall mean€212,500,000.00.

 

“**Series 2000-1 Initial Invested Amount**” shall mean thesum of the Series 2000-1 Initial U.S. Dollar Invested Amount and the Series 2000-1Initial Euro Invested Amount.

 

“**Series 2000-1 Initial U.S. Dollar Invested Amount**”shall mean $217,600,000.00.

 

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

 

“**Series 2000-1 Invested Amount**” shall mean, on any dateof determination, together the Series 2000-1 U.S. Dollar Invested Amountand the Series 2000-1 Euro Invested Amount.

 

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

 

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

 

(b)                                 during the Series 2000-1 Amortization Period, the percentageequivalent of a fraction, the numerator of which is the Series 2000-1Allocated Receivables Amount as of the end of the last Business Day of the Series 2000-1Revolving Period (**provided** thatif during the Series 2000-1 Amortization Period, the amortization periodsof all other Outstanding Series which were outstanding prior to thecommencement of the Series 2000-1 Amortization Period commence, then, fromand after the date the last of such series commences its Amortization Period,the numerator shall be the Series 2000-1 Allocated Receivables Amount asof the end of the Business Day preceding such date) and the denominator ofwhich is the greater of (A) the Aggregate Receivables Amount as of the endof the immediately preceding Business Day and (B) the sum of

 

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thenumerators used to calculate the Invested Percentage for all Outstanding Series onthe Business Day for which such percentage is determined.

 

“**Series 2000-1 Issuance Date**” shall mean April 18,2006.

 

“**Series 2000-1 Loss Amount**”, with respect to any VFCPurchaser Group, shall have the meaning assigned to the term “**Loss Amount**” in the applicable Series 2000-1 AssetPurchase Agreement.

 

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

 

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

 

where:

 

LRR = Series 2000-1Loss Reserve Ratio;

 

a  =                             theaggregate Principal Amount of Receivables contributed by Huntsman Internationalto the Company (and in which a Participation and a security interest has beengranted by the Company to the Trust) during the three Settlement Periodsimmediately preceding such earlier Settlement Report Date;

 

b  =                            thehighest three month rolling average of the Aged Receivables Ratio that occurredduring the period of twelve consecutive Settlement Periods ending prior to suchearlier Settlement Report Date;

 

c  =                             theAggregate Receivables Amount as of the last day of the Settlement Periodimmediately preceding such earlier Settlement Report Date;

 

d =                               (i)                         with respect to each of the Series 2000-1 U.S. Dollar VFCCertificate and the Series 2000-1 Euro VFC Certificate, 2.0 if theServicer Guarantor’s corporate credit rating by S&P is equal to or greaterthan “BBB-” or the corporate family rating by Moody’s is greater than or equalto “Baa3”;

 

                                                (ii)                      with respect to each of the Series 2000-1 U.S. Dollar VFCCertificate and the Series 2000-1 Euro VFC Certificate, 2.25 if theServicer Guarantor’s corporate credit rating by S&P is equal to or greaterthan “B+” but less than “BBB-” or the corporate family rating by Moody’s isequal to or greater than “B1” but less than “Baa3”; or

 

                                                (iii)                   with respect to each of the Series 2000-1 U.S. Dollar VFCCertificate and the Series 2000-1 Euro VFC Certificate, 2.5 if theServicer Guarantor’s corporate credit rating by S&P is “B” or below and thecorporate family rating by Moody’s is “B2” or below;

 

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in each case, **provided** thatif the Company has different ratings from S&P and Moody’s at any time, thehigher of the S&P or Moody’s rating shall apply; **provided,further,** that if the difference in ratings is (1) two notches,the rating between the two ratings shall apply and (2) more than twonotches, the rating one notch above the lower of the two ratings shall apply;and

 

e =                                Payment Terms Factor.

 

“**Series 2000-1 Majority Purchasers**” shall mean (i) onany day prior to the occurrence of a Conduit Purchaser Termination Event, the Series 2000-1Conduit Purchasers and the Series 2000-1 APA Banks having, in the aggregate,more than 50% of the Series 2000-1 Aggregate Commitment Amount and (ii) onor after the occurrence of a Conduit Purchaser Termination Event, the Series 2000-1APA Banks having, in the aggregate, more than 50% of the Series 2000-1Aggregate Commitment Amount.

 

“**Series 2000-1 Maximum Commitment Amount**” shall meaninitially $510,000,000, as such amount may be reduced from time to time inaccordance with the Transaction Documents.

 

“**Series 2000-1 Maximum Invested Amount**” shall mean, onany day, the lesser of (a) the Series 2000-1 Maximum CommitmentAmount as of such day **divided by** 1.02and (b) the Aggregate Receivables Amount as of such day **minus** the Series 2000-1 Required Subordinated Amount asof such day.

 

“**Series 2000-1 Minimum Ratio**” shall mean, as of anySettlement Report Date and continuing until (but not including) the nextSettlement Report Date, an amount (expressed as a percentage) that iscalculated for the Series 2000-1 U.S. Dollar VFC Certificate and the Series 2000-1Euro VFC Certificate, as the case may be, as follows:

 

MR = (a * b) +c

 

where:

 

MR = Series 2000-1Minimum Ratio;

 

a  =                             theaverage of the Dilution Ratio during the period of the twelve consecutiveSettlement Periods ending prior to such earlier Settlement Report Date;

 

b  =                            the DilutionPeriod; and

 

c  =                             withrespect to each of the Series 2000-1 U.S. Dollar VFC Certificate and the Series 2000-1Euro VFC Certificate, 12.5%.

 

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

 

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

 

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

 

“**Series 2000-1 Non-Excluded Taxes**” shall have themeaning assigned to such term in **Section 7.03(a) **ofthe Series 2000-1 Supplement.

 

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

 

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

 

“**Series 2000-1 Other Taxes**” shall have the meaningassigned to such term in **Section 7.03(a) **ofthe Series 2000-1 Supplement.

 

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

 

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

 

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

 

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

 

“**Series 2000-1 Pound Sterling Non-Principal ConcentrationSubaccount**” shall mean the account established by the Trusteepursuant to **Section 3A.02(a)(iii) **ofthe Supplement.

 

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

 

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

 

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

 

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

 

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

 

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

 

“**Series 2000-1 Purchase**” shall mean any assignment byany Series 2000-1 Conduit Purchaser to the Series 2000-1 APA Banks inits VFC Purchaser Group of all or a portion of such Series 2000-1 ConduitPurchaser’s right, title and interest in and to its Series 2000-1Purchaser Invested Amount pursuant to **Section 2.01**of the applicable Series 2000-1 Asset Purchase Agreement and **Section 2.06** of the Series 2000-1 Supplement.

 

“**Series 2000-1 Purchase Amount**” shall have the meaningassigned to such term in the applicable Series 2000-1 Asset PurchaseAgreement.

 

“**Series 2000-1 Purchase Date**” shall have the meaningassigned to such term in the applicable Series 2000-1 Asset PurchaseAgreement.

 

“**Series 2000-1 Purchase Percentage**” shall have themeaning assigned to such term in the applicable Series 2000-1 AssetPurchase Agreement.

 

“**Series 2000-1 Purchase Price**” shall have the meaningassigned to such term in the applicable Series 2000-1 Asset PurchaseAgreement.

 

“**Series 2000-1 Purchaser**” shall mean, prior to a ConduitPurchaser Termination Event with respect to a Series 2000-1 ConduitPurchaser, such Series 2000-1 Conduit Purchaser and each Series 2000-1Acquiring Purchaser, and on and after a Conduit Purchaser Termination Eventwith respect to a Series 2000-1 Conduit Purchaser or a Series 2000-1Purchase with respect to a Series 2000-1 Conduit Purchaser, the Series 2000-1APA Banks in its VFC Purchaser Group and each Series 2000-1 AcquiringPurchaser with respect to such VFC Purchaser Group.

 

“**Series 2000-1 Purchaser Euro Invested Amount**” shallmean:

 

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

 

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

 

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

 

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

 

(ii)                                  the amount of its VFC Pro Rata Share of any Series 2000-1Increase Amount pursuant to **Section 2.05**of the Series 2000-1 Supplement made on such day, **minus**

 

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

 

(iv)                              the aggregate Series 2000-1 Allocable Charged-Off Amountallocable to the Series 2000-1 VFC Certificate Interest of such Series 2000-1Purchaser on or prior to such date pursuant to **Section 3A.05(b)(ii) **ofthe Series 2000-1 Supplement, **plus**

 

(v)                                 the aggregate Series 2000-1 Allocable Recoveries Amountallocate to the Series 2000-1 VFC Certificate Interest of such Series 2000-1Purchaser on or prior to such date pursuant to **Section 3A.05(c)(i) **ofthe Series 2000-1 Supplement.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

(ii)                                  the amount of its VFC Pro Rata Share of any Series 2000-1Increase Amount pursuant to **Section 2.05**of the Series 2000-1 Supplement made on such day, **minus**

 

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

 

(iv)                              the aggregate Series 2000-1 Allocable Charged-Off Amountallocable to the Series 2000-1 VFC Certificate Interest of such Series 2000-1Purchaser on or prior to such date pursuant to **Section 3A.05(b)(ii) **ofthe Series 2000-1 Supplement, **plus**

 

(v)                                 the aggregate Series 2000-1 Allocable Recoveries Amountallocate to the Series 2000-1 VFC Certificate Interest of such Series 2000-1Purchaser on or prior to such date pursuant to **Section 3A.05(c)(i) **ofthe Series 2000-1 Supplement.

 

“**Series 2000-1 Purchase Price Deficit**” shall have themeaning assigned to such term in **Section 2.06(c) **ofthe Series 2000-1 Supplement.

 

“**Series 2000-1 Rating Agencies**” shall mean thecollective reference to S&P and Moody’s.

 

“**Series 2000-1 Ratio**” shall mean the greater of (i) thesum of the Series 2000-1 Dilution Reserve Ratio and the Series 2000-1Loss Reserve Ratio and (ii) the Series 2000-1 Minimum Ratio.

 

“**Series 2000-1 Reduction Percentage**” shall mean, withrespect to any Series 2000-1 Purchase for which there is a Series 2000-1Loss Amount, the percentage equivalent of a fraction, the numerator of which isthe applicable Series 2000-1 Loss Amount for such Series

 

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2000-1Purchase and the denominator of which is the sum of (i) the Series 2000-1Early Amortization Date Balance and (ii) such Series 2000-1 LossAmount.

 

“**Series 2000-1 Register**” shall have the meaning assignedto such term in **Section 11.10(d) **of the Series 2000-1Supplement.

 

“**Series 2000-1 Required APA Banks**” shall mean, on anyday, the Series 2000-1 APA Banks having, in the aggregate, more than 51%of the Series 2000-1 Aggregate Commitment Amount.

 

“**Series 2000-1 Required Subordinated Amount**” shall mean:

 

(a)                                  on any date of determination during the Series 2000-1 RevolvingPeriod, an amount equal to the sum of:

 

(i)                                     an amount equal to the product of (A) the Series 2000-1Invested Amount on such day (after giving effect to any increase or decreasethereof on such day) and (B) a fraction the numerator of which is the Series 2000-1Ratio and the denominator of which is one **minus** the Series 2000-1Ratio;

 

(ii)                                  the product of (A) the Series 2000-1 Invested Amount(after giving effect to any increase or decrease thereof on such day) and (B) afraction the numerator of which is the Series 2000-1 Carrying Cost ReserveRatio in effect for the Accrual Period in which such day falls and thedenominator of which is one **minus** the Series 2000-1Ratio; and

 

(iii)                               the product of (A) the aggregate Principal Amount ofReceivables in the Trust on such day, (B) a fraction the numerator ofwhich is the Series 2000-1 Invested Amount on such day, and thedenominator of which is the sum of (1) the Series 2000-1 AggregateCommitment Amount on such day (after giving effect to any increase or decreasethereof on such day) and (2) the Invested Amount on such day for all otherSeries then outstanding and (C) a fraction the numerator of which isthe Servicing Reserve Ratio and the denominator of which is one **minus** the Series 2000-1 Ratio;  and

 

(b)                                 on any date of determination during the Series 2000-1Amortization Period, an amount equal to the Series 2000-1 RequiredSubordinated Amount on the last Business Day of the Series 2000-1Revolving Period; **provided** thatsuch amount shall be adjusted on each Special Allocation Settlement ReportDate, if any, as set forth in **Section 3A.05(b)(i) **and**Section 3A.05(c)(ii) **of the Series 2000-1Supplement.

 

“**Series 2000-1 Revolving Period**” shall mean the periodcommencing on the Existing Series 2000-1 Issuance Date and terminating onthe earlier to occur of the close of business on (i) the date on which a Series 2000-1Early Amortization Period is declared to commence or automatically commencesand (ii) the Series 2000-1 Commitment Termination Date.

 

“**Series 2000-1 Scheduled Commitment Termination Date**”shall mean (i) April 17, 2009, as may be extended for an additional364 days from time to time in writing by the Series 2000-1 ConduitPurchasers, the Funding Agents and the Series 2000-1 APA Banks or (ii) theSeries 2000-1 Optional Termination Date.

 

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“**Series 2000-1 Signing Date**” shall mean the date of theAmended and Restated Series 2000-1 Supplement.

 

“**Series 2000-1 Subordinated Interest Amount**” shall mean,for any date of determination, an amount equal to (i) the Series 2000-1Allocated Receivables Amount **minus** (ii) theSeries 2000-1 Adjusted Invested Amount.

 

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

 

“**Series 2000-1 Subordinated Interest Reduction Amount**”shall have the meaning assigned in **Section 2.07(b) **ofthe Series 2000-1 Supplement.

 

“**Series 2000-1 Subordinated Interests**” shall have themeaning assigned to such term in **Section 2.02(b) **ofthe Series 2000-1 Supplement.

 

“**Series 2000-1 Supplement**” shall mean the First Amendedand Restated Supplement to the Pooling Agreement relating to the Series 2000-1Investor Certificates.

 

“**Series 2000-1 Target Receivables Amount**” shall mean, onany date of determination, the sum of (i) the Series 2000-1 InvestedAmount on such day and (ii) the Series 2000-1 Required SubordinatedAmount for such day.

 

“**Series 2000-1 Transfer Effective Date**” shall have themeaning specified in the Form of Transfer Supplement or Assignment andAcceptance attached to the applicable Series 2000-1 Asset PurchaseAgreement.

 

“**Series 2000-1 Transfer Issuance Date**” shall mean thedate on which a Series 2000-1 Commitment Transfer Supplement becomeseffective pursuant to the terms of such Series 2000-1 Commitment TransferSupplement.

 

“**Series 2000-1 Unallocated Balance**” shall mean, on anyBusiness Day with respect to the APA Banks and the Series 2000-1 APA Banks’Series 2000-1 Purchaser Invested Amount, the sum of (A) the portionof the Series 2000-1 Invested Amount for which interest is then beingcalculated by reference to the ABR and (B) the portion of the Series 2000-1Invested Amount allocated to any Series 2000-1 Eurodollar Tranche thatexpires on such Business Day.

 

“**Series 2000-1 Unused Fee**” shall have the meaningassigned to such term in **Section 2.09(b) **ofthe Series 2000-1 Supplement.

 

“**Series 2000-1 Unused Fee Rate**” shall have the meaningassigned to such term in the Fee Letter.

 

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

 

“**Series 2000-1 U.S. Dollar Additional Interest**” shallhave the meaning assigned to such term in **Section 3A.04(b)(i) **ofthe Series 2000-1 Supplement.

 

“**Series 2000-1 U.S. Dollar Certificate Rate**” shall mean,on any date of determination, the average (weighted based on the respectiveoutstanding amounts of each Series 2000-1

 

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Floating Tranche,each Series 2000-1 CP Tranche and each Series 2000-1 EurodollarTranche) of the ABR, the Series 2000-1 CP Rate and Eurodollar Rate ineffect on such day **plus**, in thecase of the ABR and the Eurodollar Rate, the applicable Series 2000-1Applicable Margin and in the case of the Series 2000-1 CP Rate, the Series 2000-1Utilization Fee Rate in respect of the Series 2000-1 U.S. Dollar VFCCertificate.

 

“**Series 2000-1 U.S. Dollar Concentration Account**” shallmean the account designated as such and established by the Trustee pursuant to **Section 3A.02(a)(i) **of the Series 2000-1Supplement.

 

“**Series 2000-1 U.S. Dollar Interest Shortfall**” shallhave the meaning assigned to such term in **Section 3A.04(b)(i) **ofthe Series 2000-1 Supplement.

 

“**Series 2000-1 U.S. Dollar Invested Amount**” shall mean,on any date of determination, the aggregate sum of the Series 2000-1Purchaser U.S. Dollar Invested Amount for each Series 2000-1 Purchaser onsuch date.

 

“**Series 2000-1 U.S. Dollar Monthly Interest**” shall mean,with respect to any Accrual Period, the sum of the Series 2000-1 DailyU.S. Dollar Interest Expense for each day in such Accrual Period.

 

“**Series 2000-1 U.S. Dollar Monthly Interest Distribution**”shall have the meaning assigned to such term in **Section 3A.04(a)(i)(1) **ofthe Series 2000-1 Supplement.

 

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

 

“**Series 2000-1 U.S. Dollar Monthly Principal Payment**”shall have the meaning assigned to such term in **Section 3A.05(a) **ofthe Series 2000-1 Supplement.

 

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

 

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

 

“**Series 2000-1 U.S. Dollar VFC Certificateholder**” shallmean the registered holder of a Series 2000-1 U.S. Dollar VFC Certificate.

 

“**Series 2000-1 U.S. Dollar VFC Certificate**” shall meanthe Series 2000-1 U.S. Dollar VFC Certificate executed and authenticatedby the Trustee, substantially in the form of **Exhibit A-1**attached to the Series 2000-1 Supplement.

 

“**Series 2000-1 Utilization Fee**” shall have the meaningassigned to such term in **Section 2.09(c) **ofthe Series 2000-1 Supplement.

 

“**Series 2000-1 Utilization Fee Rate**” shall have themeaning assigned to such term in the Fee Letter.

 

“**Series 2000-1 VFC Certificate Interest**” shall mean,with respect to any Series 2000-1 VFC Certificate, each undividedpercentage interest in such Series 2000-1 VFC Certificate acquired by (i) theSeries 2000-1 Conduit Purchaser in connection with the initial purchase of

 

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such Series 2000-1VFC Certificate or any Series 2000-1 Increase or (ii) any related Series 2000-1APA Bank becoming a Series 2000-1 Purchaser hereunder pursuant to atransfer in accordance with **Section 2.03(a) **ofthe Supplement of such Series 2000-1 VFC Certificate Interest or any Series 2000-1Increase in the Series 2000-1 Invested Amount.

 

“**Series 2000-1 VFC Certificateholders**” shall mean,collectively, the Series 2000-1 U.S. Dollar VFC Certificateholders and theSeries 2000-1 Euro VFC Certificateholders.

 

**“Series 2000-1 VFCCertificates**” shall mean, those InvestorCertificates designated as the Series 2000-1 U.S. Dollar VFC Certificateand the Series 2000-1 Euro VFC Certificates.

 

“**Series 2000-1 VFC Certificateholder’s Interest**” shallhave the meaning assigned to such term in **Section 2.02(a) **ofthe Series 2000-1 Supplement.

 

“**Series 2001-1 Indenture Supplement**” shall mean the Series 2001-1Supplement dated as of June 26, 2001 to Base Indenture among HuntsmanInternational Asset-Backed Securities Ltd, The Chase Manhattan Bank, LondonBranch and Chase Manhattan Bank (Ireland) plc.

 

“**Series 2001-1 Redemption Date**” shall mean the date uponwhich the Series 2001-1 Term Certificates (as defined in the Series 2001-1Supplement) and the Series 2001-1 Notes (as defined in the Series 2001-1Indenture Supplement) have been paid in full.

 

“**Series 2001-1 Supplement**” shall mean the Series 2001-1Supplement dated as June 26, 2001 to Amended and Restated PoolingAgreement among the Company, the Master Servicer and the Trustee.

 

“**Tax Credit**” shall have the meaning assigned to such term in **Section 7.03(e) **of the Series 2000-1Supplement.

 

“**Tax Payment**” shall have the meaning assigned to such term in**Section 7.03(e) **of the Series 2000-1Supplement.

 

“**Transaction Parties**” shall have the meaning assigned to suchterm in **Section 2.06(d) **of the Series 2000-1Supplement or **Section 3.01** (orcorresponding section) of the applicable Series 2000-1 Asset PurchaseAgreement.

 

**“VFCC”**shall means Variable Funding Capital Company, LLC, a Delawarelimited liability company.

 

“**VFC Pro Rata Share**” means, with respect to a VFC PurchaserGroup, the aggregate of the Series 2000-1 Commitment Percentage of all Series 2000-1APA Banks in such VFC Purchaser Group.

 

“**VFC Purchaser Group**” means a group consisting of a Series 2000-1Conduit Purchaser, Series 2000-1 APA Banks and a Funding Agent for such Series 2000-1Conduit Purchaser and Series 2000-1 APA Banks, as specified in **Schedule I** or a Series 2000-1 Commitment TransferSupplement.

 

“**Wachovia conduit**” shall mean, as applicable, (a) VFCCand any successor thereto, or (b) any Series 2000-1 AcquiringPurchaser who becomes party to the Supplement at any time by entering into a Series 2000-1Commitment Transfer Supplement with VFCC, **provided** thatat the time such Series 2000-1 Commitment Transfer Supplement becomeseffective all

 

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references toVFCC in any of the Transaction Documents as amended and supplemented from timeto time, including all defined terms therein, shall be references to such Series 2000-1Acquiring Purchaser.

 

“**Wachovia VFC Purchaser Group**” shall mean the VFC PurchaserGroup consisting of Wachovia Capital Markets LLC, as a Funding Agent, VFCC, asa Series 2000-1 Conduit Purchaser and Wachovia Capital Markets LLC, as a Series 2000-1APA Bank.

 

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**SCHEDULE IV**

** **

**Notices**

** **
| **JPMORGAN VFC PURCHASER GROUP**            |
|---------------------------------------------|
|                                        |   |
| **If to  Jupiter:**                         |
|                                        |   |
| Jupiter Securitization Corporation          |
| c/o JPMorgan Chase Bank, N.A.               |
| 10 South Dearborn                           |
| Mail Code IL1-0079                          |
| Chicago, IL  60670                          |
| Attention:                                  | Asset Backed Securities – Conduits/D’Andrea  Anderson |
| Telephone:                                  | +1 312 732 7206 |
| Telecopier:                                 | +1 312 732 1844 |
|                                        |   |
| **If to the Funding Agent**:                |
|                                        |   |
| J.P.  Morgan Chase Bank, N.A.               |
| 125 London  Wall                            |
| London EC2Y 5AJ                             |
| Attention:                                  | Transaction Management Asset Back  Securities-Conduits |
| Telephone:                                  | +44 20 7777 0843 |
| Telecopy:                                   | + 44 20 7777 4732 |
|                                        |   |
| with a copy to:                             |
|                                        |   |
| J.P.  Morgan Chase Bank, N.A.               |
| 10 South  Dearborn                          |
| Mailcode: IL9-0079                          |
| Chicago, IL 60670                           |
| Attention:                                  | Asset Backed Securities – Conduits/D’Andrea  Anderson |
| Telephone:                                  | +1 312 732 7206 |
| Telecopier:                                 | +1 312 732 1844 |
|                                        |   |
| with a copy to:                             |
|                                        |   |
| **If to the Series 2000-1  APA Bank**: |
|                                        |   |
| J.P.  Morgan Chase Bank, N.A.               |
| 125 London  Wall                            |
| London EC2Y 5AJ                             |
| Attention:                                  | Transaction Management Asset Back  Securities-Conduits |
| Telephone:                                  | +44 20 7777 0843 |
| Telecopy:                                   | + 44 20 7777 4732 |
|                                        |   |
| with a copy to:                             |
|                                        |   |
| J.P.  Morgan Chase Bank, N.A.               |
| 10 South  Dearborn                          |
| Mailcode: IL9-0079                          |

 

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| Chicago, IL 60670                          |
|--------------------------------------------|
| Attention:                                 | Asset Backed Securities – Conduits D’Andrea  Anderson |
| Telephone:                                 | +1 312 732 7206 |
| Telecopier:                                | +1 312 732 1844 |
|                                       |   |
| **WACHOVIA VFC PURCHASER GROUP**           |
|                                       |   |
| **If to VFCC**:                            |
|                                       |   |
| Variable  Funding Capital Company LLC      |
| c/o  Wachovia Capital Markets, LLC         |
| One  Wachovia Center, TW-16                |
| Charlotte,  North Carolina 28288           |
| Attention:  Conduit Administration    |
| Facsimile  No: +1 (704) 383-6036           |
|                                       |   |
| **If to the Funding Agent:**               |
|                                       |   |
| Wachovia  Capital Markets, LLC             |
| One  Wachovia Center, TW-16                |
| Charlotte,  North Carolina 28288           |
| Attention:  Conduit Administration    |
| Facsimile  No: +1 (704) 383-6036           |
|                                       |   |
| **If to the Series 2000-1 APA Bank**: |
|                                       |   |
| Wachovia  Bank, National Association       |
| One  Wachovia Center, TW-16                |
| Charlotte,  North Carolina 28288           |
| Attention:  Conduit Administration    |
| Facsimile  No: +1 (704) 383-6036           |
|                                       |   |
| **ADMINISTRATIVE  AGENT**                  |
|                                       |   |
| J.P.  Morgan Chase Bank, N.A.              |
| 125 London  Wall                           |
| London EC2Y 5AJ                            |
| Attention:                                 | Transaction Management Asset Back  Securities-Conduits |
| Telephone:                                 | +44 20 7777 0843 |
| Telecopy:                                  | + 44 20 7777 4732 |
|                                       |   |
| with a copy to:                            |
|                                       |   |
| J.P.  Morgan Chase Bank, N.A.              |
| 10 South  Dearborn                         |
| Mailcode: IL9-0079                         |
| Chicago, IL 60670                          |
| Attention:                                 | Asset Backed Securities – Conduits/D’Andrea  Anderson |
| Telephone:                                 | +1 312 732 7206 |
| Telecopier:                                | +1 312 732 1844 |

 

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**EXHIBIT A-1**

** **

**Form of Series 2000-1 U.S. DollarVFC Certificate**

 
| REGISTERED  NO. VFC [ ] | UP TO $      .00 SERIES  2000-1 PURCHASER U.S. DOLLAR INVESTED AMOUNT*  (OF UP TO $[ ] SERIES  2000-1 INVESTED AMOUNT ISSUED) |
|-------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

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*THE SERIES2000-1 PURCHASER U.S. DOLLAR INVESTED AMOUNT OF THIS SERIES 2000-1 U.S. DOLLARVFC CERTIFICATE IS SUBJECT TO CHANGE AS DESCRIBED HEREIN.

 

**A**THIS SERIES 2000-1 U.S. DOLLAR VFC CERTIFICATE HAS NOT BEEN REGISTEREDUNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “**SECURITIESACT**”).  NEITHER THIS SERIES2000-1 U.S. DOLLAR VFC CERTIFICATE NOR ANY PORTION HEREOF MAY BE OFFEREDOR SOLD EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIESACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS.

 

THIS SERIES2000-1 U.S. DOLLAR VFC CERTIFICATE IS NOT PERMITTED TO BE TRANSFERRED,ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITHTHE TERMS OF THE POOLING AGREEMENT AND SUPPLEMENT REFERRED TO HEREIN.

 

This Series 2000-1U.S. Dollar VFC Certificate evidences a fractional undivided interest in theassets of the

 

**HUNTSMANMASTER TRUST**

 

the corpus ofwhich consists of receivables representing amounts payable for goods orservices, which receivables have been purchased by Huntsman International LLC,a limited liability company organized under the laws of the State of Delaware,which contributed such receivables to Huntsman Receivables Finance LLC, alimited liability company organized under the laws of the state of Delaware,which in turn granted a participation and a security interest in suchreceivables to the HUNTSMAN MASTER TRUST.

 

(Not aninterest in or recourse obligation ofHuntsman (Europe) BVBA, Huntsman Receivables Finance LLCor any of their respective Affiliates)

 

The U.S.Master Trust is categorized as an unregulated collective investment scheme inthe United Kingdom and accordingly no selling documents or placement memorandumin relation to the VFC Certificate may be lawfully issued or passed on topersons in the United Kingdom other than persons who fall within one or more ofthe categories of persons in Article 11(3) of The Financial Services(Investment Advertisements) (Exemptions) Order 1996 (as amended) of the UnitedKingdom.

 

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This certifiesthat

 

[NAME OFCERTIFICATEHOLDER]

 

(the “**Series 2000-1 U.S. Dollar VFC Certificateholder**”) isthe registered owner of a fractional undivided interest in the assets (insofaras such assets consist of the “**Participation**”as hereinafter defined) of Huntsman Master Trust (the “**Trust**”)originally created pursuant to the Pooling Agreement, dated as of December 21,2000 (as amended and restated as of June 26, 2001 and April 18, 2006and as the same may from time to time be further amended, restated,supplemented or otherwise modified thereafter, the “Pooling Agreement”), by andamong Huntsman Receivables Finance LLC, a limited liability company organizedunder the laws of the State of Delaware (the “**Company**”),Huntsman (Europe) BVBA, a corporation organized under the laws of Belgium, asMaster Servicer (the “**Master Servicer**”),and J.P. Morgan Bank (Ireland) plc, a banking authority organized under thelaws of Ireland, not in its individual capacity but solely as trustee (in suchcapacity, the “**Trustee**”) for the Trust, assupplemented by the Amended and Restated Series 2000-1 Supplement, datedas of April 18, 2006 (as amended, supplemented or otherwise modified fromtime to time, the “**Supplement**”,collectively, with the Pooling Agreement, the “**Agreement**”),by and among the Company, the Master Servicer, the Trustee, the severalfinancial institutions party thereof as funding agents (the “**Funding Agents**”), the Series 2000-1 Conduit Purchasers,the Series 2000-1 APA Banks named therein and from time to time partiesthereto and JPMorgan Chase Bank, N.A. as Administrative Agent.  The corpus of the Trust consists of aParticipation and security interest granted by the Company to the Trustee inrelation to the Receivables and all other Participation Assets referred to inthe Agreement, all on the terms set out in the Agreement and including all ofthe rights thereby conferred on the Series 2000-1 U.S. Dollar VFCCertificateholders (and on the Trustee for their benefit) (the “**Participation**”). Although a summary of certain provisions of the Agreement is set forthbelow, this Series 2000-1 U.S. Dollar VFC Certificate does not purport tosummarize the Agreement, is qualified in its entirety by the terms andprovisions of the Agreement and reference is made to the Agreement forinformation with respect to the interests, rights, benefits, obligations,proceeds and duties evidenced hereby and the rights, duties and obligations ofthe Trustee.  A copy of the Agreement maybe requested by a holder hereof by writing to the Trustee at J.P. Morgan Bank(Ireland) plc, JPMorgan House, Institutional Trust Services, InternationalFinance Center, Dublin 1, Ireland, Attention: Michael Drew.  To the extent notdefined herein, the capitalized terms used herein have the meanings ascribed tothem in **Annex X** (as amended, supplemented,restated or otherwise modified from time to time) attached to the Agreement.

 

This Series 2000-1U.S. Dollar VFC Certificate is issued under and is subject to the terms,provisions and conditions of the Agreement, to which Agreement the Series 2000-1U.S. Dollar VFC Certificateholder, by virtue of the acceptance hereof, assentsand is bound.

 

The MasterServicer, the Company, the Series 2000-1 U.S. Dollar VFC Certificateholderand the Trustee intend, for federal, state and local income and franchise taxpurposes only (but for no other purpose), that this Series 2000-1 U.S.Dollar VFC Certificate be evidence of indebtedness of the Company by way ofparticipation (and not by way of a loan) secured by the Participation Assetsand that the Trust not be characterized as an association or publicly tradedpartnership taxable as a corporation. The Series 2000-1 U.S. Dollar VFCCertificateholder, by the acceptance hereof, agrees to treat this Series 2000-1U.S. Dollar VFC Certificate for federal, state and local income and franchisetax purposes (but for no other purpose) as indebtedness of the Company by wayof participation (and not by way of a

 

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loan); **provided**, **however**, thatnothing in this Series 2000-1 U.S. Dollar VFC Certificate or in theTransaction Documents shall impose on the Company any personal liability inrespect of this Series 2000-1 U.S. Dollar VFC Certificate.

 

This Series 2000-1U.S. Dollar VFC Certificate is one of the Investor Certificates entitled “**Huntsman Master Trust, Series 2000-1 U.S. Dollar VFC Certificate**”(the “**Series 2000-1 U.S. Dollar VFC Certificate**”)representing a fractional undivided interest in the Participation, suchinterest consisting of the right to receive the distributions specified in theSupplement out of (i) the Series 2000-1 Invested Percentage(expressed as a decimal) of amounts received with respect to the Receivablesand all other funds on deposit in the Company Concentration Accounts and (ii) tothe extent such interests appear in the Supplement, all other funds on depositin the Series 2000-1 Accounts and any subaccounts thereof (collectively,the “**Series 2000-1 VFC Certificateholder’sInterest**”). Concurrent with the issuance of the Series 2000-1U.S. Dollar VFC Certificate, the Trust shall also issue a Subordinated CompanyInterests to the Company representing the right to receive the paymentsspecified in the Supplement from funds on deposit in the Series 2000-1Accounts and any subaccounts thereof, in each case to the extent not requiredto be distributed to or for the benefit of the Series 2000-1 U.S. DollarVFC Certificateholder (the “**Series 2000-1Subordinated Interests**”). The Participation Assets are allocated inpart to the Series 2000-1 U.S. Dollar VFC Certificateholders and theholder of the Series 2000-1 Subordinated Interests with the remainderallocated to the Investor Certificateholders and the holder of the SubordinatedCompany Interests of other Series, if any, and to the Exchangeable CompanyInterests representing the Company’s interest in the Trust which was issued tothe Company pursuant to the Pooling Agreement on December 21, 2000.  The Exchangeable Company Interests representsthe Company’s exclusive beneficial ownership interest in the ParticipationAssets subject to the security interest granted by the Company under thisSupplement.  The Exchangeable CompanyInterests may be subjected by the Company or pursuant to the Pooling Agreementto further (or increased) participation rights and security interestsrepresented by an increase in the Invested Amount of a Class of InvestorCertificates of an Outstanding Series and an increase in the relatedSeries’ Subordinated Company Interests, or one or more newly issued Series ofInvestor Certificates and the related newly issued Series’ Subordinated CompanyInterests, upon the conditions set forth in the Agreement.

 

Distributionswith respect to this Series 2000-1 U.S. Dollar VFC Certificate shall bepaid by the Funding Agent for the Series 2000-1 U.S. Dollar VFCCertificateholder’s VFC Purchaser Group in immediately available funds to the Series 2000-1U.S. Dollar VFC Certificateholder at the office of such Funding Agent set forthin the Agreement. Final payment of this Series 2000-1 U.S. Dollar VFCCertificate shall be made only upon presentation and surrender of this Series 2000-1U.S. Dollar VFC Certificate at the office or agency specified in the notice offinal distribution delivered by the Trustee to the Series 2000-1 U.S.Dollar VFC Certificateholder’s in accordance with the Agreement.

 

This Series 2000-1U.S. Dollar VFC Certificate does not represent an obligation of, or an interestin, the Company, the Master Servicer or any Affiliate of any of them.

 

The transferof this Series 2000-1 U.S. Dollar VFC Certificate shall be registered inthe Certificate Register upon surrender of this Series 2000-1 U.S. DollarVFC Certificate for registration of transfer at any office or agency maintainedby the Transfer Agent and Registrar accompanied by a written instrument oftransfer, in a form satisfactory to the Trustee, the Transfer Agent andRegistrar, the Company and the Master Servicer, duly executed by the Series 2000-1U.S. Dollar VFC Certificateholder or the Series 2000-1 U.S.

 

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Dollar VFCCertificateholder’s attorney, and duly authorized in writing with suchsignature guaranteed, and thereupon a new Series 2000-1 U.S. Dollar VFCCertificate of authorized denomination and of like Fractional UndividedInterest will be issued to the designated transferee.  In addition, the Funding Agent for the Series 2000-1U.S. Dollar VFC Certificateholders VFC Purchaser Group shall maintain at one ofits offices in the City of New York the Series 2000-1 Register for therecordation of the names and addresses of the Series 2000-1 Purchasers,and the Series 2000-1 Commitment of, and the principal amount of the Series 2000-1U.S. Dollar VFC Certificate issued to, the Series 2000-1 Purchasersrelated to such VFC Purchaser Group.

 

The Company,the Trustee, the Master Servicer, the Transfer Agent and Registrar, the FundingAgents and any agent of any of them, may treat the person whose name isrecorded in the Series 2000-1 Register as a Series 2000-1 Purchaserfor all purposes of the Supplement, notwithstanding notice to the contrary(other than notice in connection with an assignment effected or to be effectedin accordance with **Section 11.10**of the Supplement).

 

It isexpressly understood and agreed by the Company and the Series 2000-1 U.S.Dollar VFC Certificateholder that (i) the Agreement is executed anddelivered by the Trustee, not individually or personally but solely as Trusteeof the Trust, in the exercise of the powers and authority conferred and vestedin it, (ii) the representations, undertakings and agreements made on thepart of the Trust in the Agreement are made and intended not as personalrepresentations, undertakings and agreements by the Trustee, but are made andintended for the purpose of binding only the Trust, (iii) nothing herein containedshall be construed as creating any liability of the Trustee, individually orpersonally, to perform any covenant either expressed or implied made on thepart of the Trust in the Agreement, all such liability, if any, being expresslywaived by the parties who are signatories to the Agreement and by any Personclaiming by, through or under such parties; **provided**,**however**, the Trustee shall be liable inits individual capacity for its own wilful misconduct or negligence and for anytax assessed against the Trustee based on or measured by any fees, commissionor compensation received by it for acting as Trustee and (iv) under nocircumstances shall the Trustee be personally liable for the payment of anyindebtedness or expenses of the Trust or be liable for the breach or failure ofany obligation, representation, warranty or covenant made or undertaken by theTrust under the Agreement.

 

The holder ofthis Series 2000-1 U.S. Dollar VFC Certificate is authorized to record thedate and amount of each increase and decrease in the Series 2000-1Purchaser U.S. Dollar Invested Amount with respect to such holder on theschedules annexed hereto and made a part hereof and any such recordation shallconstitute *prima facie* evidence of the accuracy ofthe information so recorded, absent manifest error, **provided**that the failure of the holder of this Series 2000-1 U.S. Dollar VFCCertificate to make such recordation (or any error in such recordation) shallnot affect the obligations of the Company, the holder of the Series 2000-1Subordinated Interests, the Master Servicer or the Trustee under the Agreement.

 

**This Series 2000-1U.S. Dollar VFC Certificate shall be construed in accordance with and governedby the laws of the State of New York without reference to any conflict of lawprinciples.**

 

By acceptanceof this Series 2000-1 U.S. Dollar VFC Certificate, the Series 2000-1U.S. Dollar VFC Certificateholder hereby agrees that it will not instituteagainst, or join any other Person in instituting against, the Company anybankruptcy, reorganization, arrangement,

 

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insolvency orliquidation proceedings, or other proceedings under any Applicable InsolvencyLaws.

 

Unless thecertificate of authentication hereon has been executed by or on behalf of theTrustee, by manual signature, this Series 2000-1 U.S. Dollar VFCCertificate shall not be entitled to any benefit under the Agreement, or bevalid for any purpose.

 

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**IN WITNESS WHEREOF**, the Company, as agent of the Trustee, has caused this Series 2000-1U.S. Dollar VFC Certificate to be duly executed.

 

Dated:  April 18, 2006

 
| HUNTSMAN RECEIVABLES FINANCE LLC,                                                                  |
|----------------------------------------------------------------------------------------------------|
| as agent of the Trustee as authorized  pursuant to **Section 5.01** of the Pooling  Agreement |
|                                                                                               |
| By:                                                                                                |   |   |
|                                                                                               | Name: |   |
|                                                                                               | Title: |   |

 

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**TRUSTEE’S CERTIFICATE OFAUTHENTICATION**

 

This is the Series 2000-1U.S. Dollar VFC Certificate described in the within mentioned Agreement.

 

**J.P. MORGAN BANK (IRELAND)PLC,**not in its individual capacity but solely as Trustee

 
| By:    |                  |   |
|--------|-----------------------|--------|
|   | Name:                 |   |
|   | Authorized  Signatory |   |
|   |                  |   |
|   |                  |   |
| OR     |                  |   |
|   |                  |   |
| By:    |                  |   |
|   | Name:                 |   |
|   | Authorized  Agent     |   |
|   |                  |   |
|   |                  |   |
| By:    |                  |   |
|   | Name:                 |   |
|   | Authorized  Signatory |   |

 

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**SCHEDULE I**

** **

**to**

** **

**SERIES 2000-1U.S. DOLLAR VFC CERTIFICATE**

** **

**SERIES 2000-1VFC CERTIFICATE INTERESTS**

** **

 
| **Name of holder Series 2000-1 Dollar  VFC Certificate Interest** | ** ** | **Amount of Series 2000-1 Dollar  VFC Certificate Interest** |
|------------------------------------------------------------------------|------------|-------------------------------------------------------------------|
| ** **                                                             | ** ** | ** **                                                        |
| ** **                                                             | ** ** | ** **                                                        |
| ** **                                                             | ** ** | ** **                                                        |

 

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**EXHIBIT A-2**

** **

**Form of Series 2000-1 Euro VFCCertificate**

 
| REGISTERED  NO. VFC [ ] | UP TO EURO  EQUIVALENT OF $       .00 SERIES  2000-1 PURCHASER EURO INVESTED AMOUNT*  (OF UP TO $[   ] SERIES  2000-1 INVESTED AMOUNT ISSUED) |
|-------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

----

*THE SERIES2000-1 PURCHASER EURO INVESTED AMOUNT OF THIS SERIES 2000-1 EURO VFCCERTIFICATE IS SUBJECT TO CHANGE AS DESCRIBED HEREIN.  THE SERIES 2000-1 PURCHASER INVESTED AMOUNTSHALL NOT EXCEED AN AMOUNT IN EUROS EQUAL TO $[            ] AS DETERMINED IN ACCORDANCE WITHCLAUSE (d) OF THE DEFINITION OF SERIES 2000-1 PURCHASER EURO INVESTEDAMOUNT.

 

THIS SERIES2000-1 EURO VFC CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF1933 (THE “**SECURITIES ACT**”).  NEITHER THIS SERIES 2000-1 EURO VFCCERTIFICATE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD EXCEPT INCOMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OR PURSUANTTO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS.

 

THIS SERIES2000-1 EURO VFC CERTIFICATE IS NOT PERMITTED TO BE TRANSFERRED, ASSIGNED,EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH THE TERMSOF THE POOLING AGREEMENT AND SUPPLEMENT REFERRED TO HEREIN.

 

This Series 2000-1Euro VFC Certificate evidences a fractional undivided interest in the assets ofthe

 

**HUNTSMANMASTER TRUST**

** **

the corpus ofwhich consists of receivables representing amounts payable for goods orservices, which receivables have been purchased by Huntsman International LLC,a limited liability company organized under the laws of the State of Delaware,which contributed such receivables to Huntsman Receivables Finance LLC, alimited liability company organized under the laws of the state of Delaware,which in turn granted a participation and a security interest in suchreceivables to the HUNTSMAN MASTER TRUST.

 

(Not aninterest in or recourse obligation ofHuntsman (Europe) BVBA, Huntsman Receivables Finance LLCor any of their respective Affiliates)

 

The U.S.Master Trust is categorized as an unregulated collective investment scheme inthe United Kingdom and accordingly no selling documents or placement memorandumin relation to the VFC Certificate may be lawfully issued or passed on topersons in the United Kingdom other than persons who fall within one or more ofthe categories of persons in

 

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Article 11(3) ofThe Financial Services (Investment Advertisements) (Exemptions) Order 1996 (asamended) of the United Kingdom.

 

This certifiesthat

 

[NAME OF CERTIFICATEHOLDER]

 

(the “**Series 2000-1 Euro VFC Certificateholder**”) is theregistered owner of a fractional undivided interest in the assets (insofar assuch assets consist of the “**Participation**”as hereinafter defined) of Huntsman Master Trust (the “**Trust**”)originally created pursuant to the Pooling Agreement, dated as of December 21,2000 (as amended and restated as of June 26, 2001 and April 18, 2006and as the same may from time to time be amended, restated, supplemented orotherwise modified thereafter, the “Pooling Agreement”), by and among HuntsmanReceivables Finance LLC, a limited liability company organized under the lawsof the State of Delaware (the “**Company**”),Huntsman (Europe) BVBA, a corporation organized under the laws of Belgium, asMaster Servicer (the “**Master Servicer**”),and J.P. Morgan Bank (Ireland) plc, a banking authority organized under thelaws of Ireland, not in its individual capacity but solely as trustee (in suchcapacity, the “**Trustee**”) for the Trust, assupplemented by the Amended and Restated Series 2000-1 Supplement, datedas of April 18, 2006 (as amended, supplemented or otherwise modified fromtime to time, the “**Supplement**”,collectively, with the Pooling Agreement, the “**Agreement**”),by and among the Company, the Master Servicer, the Trustee, the severalfinancial institutions party thereof as funding agents (the “**Funding Agents**”), the Series 2000-1 Conduit Purchasers,the Series 2000-1 APA Banks named therein and from time to time partiesthereto and JPMorgan Chase Bank, N.A. as Administrative Agent.  The corpus of the Trust consists of aParticipation and security interest granted by the Company to the Trustee inrelation to the Receivables and all other Participation Assets referred to inthe Agreement, all on the terms set out in the Agreement and including all ofthe rights thereby conferred on the Series 2000-1 Euro VFCCertificateholders (and on the Trustee for their benefit) (the “**Participation**”). Although a summary of certain provisions of the Agreement is set forthbelow, this Series 2000-1 Euro VFC Certificate does not purport tosummarize the Agreement, is qualified in its entirety by the terms andprovisions of the Agreement and reference is made to the Agreement forinformation with respect to the interests, rights, benefits, obligations,proceeds and duties evidenced hereby and the rights, duties and obligations ofthe Trustee.  A copy of the Agreement maybe requested by a holder hereof by writing to the Trustee at J.P. Morgan Bank(Ireland) plc, JPMorgan House, Institutional Trust Services, InternationalFinance Center, Dublin 1, Ireland, Attention: Michael Drew.  To the extent notdefined herein, the capitalized terms used herein have the meanings ascribed tothem in **Annex X** (as amended, supplemented,restated or otherwise modified from time to time) attached to the Agreement.

 

This Series 2000-1Euro VFC Certificate is issued under and is subject to the terms, provisionsand conditions of the Agreement, to which Agreement the Series 2000-1 EuroVFC Certificateholder, by virtue of the acceptance hereof, assents and isbound.

 

The MasterServicer, the Company, the Series 2000-1 Euro VFC Certificateholder andthe Trustee intend, for federal, state and local income and franchise taxpurposes only (but for no other purpose), that this Series 2000-1 Euro VFCCertificate be evidence of indebtedness of the Company by way of participation(and not by way of a loan) secured by the Participation Assets and that theTrust not be characterized as an association or publicly traded partnershiptaxable as a corporation. The Series 2000-1 Euro VFC Certificateholder, bythe acceptance hereof, agrees to treat this Series 2000-1 Euro VFCCertificate for federal, state and local

 

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income andfranchise tax purposes (but for no other purpose) as indebtedness of theCompany by way of participation (and not by way of a loan); **provided**, **however**, thatnothing in this Series 2000-1 Euro VFC Certificate or in the TransactionDocuments shall impose on the Company any personal liability in respect of thisSeries 2000-1 Euro VFC Certificate.

 

This Series 2000-1Euro VFC Certificate is one of the Investor Certificates entitled “**Huntsman Master Trust, Series 2000-1 Euro VFC Certificate**”(the “**Series 2000-1 Euro VFC Certificate**”)representing a fractional undivided interest in the Participation, suchinterest consisting of the right to receive the distributions specified in theSupplement out of (i) the Series 2000-1 Invested Percentage(expressed as a decimal) of amounts received with respect to the Receivablesand all other funds on deposit in the Company Concentration Accounts and (ii) tothe extent such interests appear in the Supplement, all other funds on depositin the Series 2000-1 Accounts and any subaccounts thereof (collectively,the “**Series 2000-1 VFC Certificateholder’sInterest**”). Concurrent with the issuance of the Series 2000-1Euro VFC Certificate, the Trust shall also issue a Subordinated CompanyInterests to the Company representing the right to receive the paymentsspecified in the Supplement from funds on deposit in the Series 2000-1Accounts and any subaccounts thereof, in each case to the extent not requiredto be distributed to or for the benefit of the Series 2000-1 Euro VFCCertificateholder (the “**Series 2000-1Subordinated Interests**”). The Participation Assets are allocated inpart to the Series 2000-1 Euro VFC Certificateholders and the holder ofthe Series 2000-1 Subordinated Interests with the remainder allocated tothe Investor Certificateholders and the holder of the Subordinated CompanyInterests of other Series, if any, and to the Exchangeable Company Interestsrepresenting the Company’s interest in the Trust which was issued to theCompany pursuant to the Pooling Agreement on December 21, 2000.  The Exchangeable Company Interests representsthe Company’s exclusive beneficial ownership interest in the ParticipationAssets subject to the security interest granted by the Company under thisSupplement.  The Exchangeable Company Interestsmay be subjected by the Company or pursuant to the Pooling Agreement to further(or increased) participation rights and security interests represented by anincrease in the Invested Amount of a Class of Investor Certificates of anOutstanding Series and an increase in the related Series’ SubordinatedCompany Interests, or one or more newly issued Series of InvestorCertificates and the related newly issued Series’ Subordinated CompanyInterests, upon the conditions set forth in the Agreement.

 

Distributionswith respect to this Series 2000-1 Euro VFC Certificate shall be paid bythe Funding Agent for the Series 2000-1 Euro VFC Certificateholder’s VFCPurchaser Group in immediately available funds to the Series 2000-1 EuroVFC Certificateholder at the office of such Funding Agent set forth in theAgreement. Final payment of this Series 2000-1 Euro VFC Certificate shallbe made only upon presentation and surrender of this Series 2000-1 EuroVFC Certificate at the office or agency specified in the notice of finaldistribution delivered by the Trustee to the Series 2000-1 Euro VFCCertificateholder’s in accordance with the Agreement.

 

This Series 2000-1Euro VFC Certificate does not represent an obligation of, or an interest in,the Company, the Master Servicer or any Affiliate of any of them.

 

The transferof this Series 2000-1 Euro VFC Certificate shall be registered in theCertificate Register upon surrender of this Series 2000-1 Euro VFCCertificate for registration of transfer at any office or agency maintained bythe Transfer Agent and Registrar accompanied by a written instrument oftransfer, in a form satisfactory to the Trustee, the Transfer Agent andRegistrar, the Company and the Master Servicer, duly executed by the Series 2000-1

 

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Euro VFCCertificateholder or the Series 2000-1 Euro VFC Certificateholder’sattorney, and duly authorized in writing with such signature guaranteed, andthereupon a new Series 2000-1 Euro VFC Certificate of authorizeddenomination and of like Fractional Undivided Interest will be issued to thedesignated transferee.  In addition, theFunding Agent for the Series 2000-1 Euro VFC Certificateholders VFCPurchaser Group shall maintain at one of its offices in the City of New Yorkthe Series 2000-1 Register for the recordation of the names and addressesof the Series 2000-1 Purchasers, and the Series 2000-1 Commitment of,and the principal amount of the Series 2000-1 Euro VFC Certificate issuedto, the Series 2000-1 Purchasers related to such VFC Purchaser Group.

 

The Company,the Trustee, the Master Servicer, the Transfer Agent and Registrar, the FundingAgents and any agent of any of them, may treat the person whose name isrecorded in the Series 2000-1 Register as a Series 2000-1 Purchaserfor all purposes of the Supplement, notwithstanding notice to the contrary(other than notice in connection with an assignment effected or to be effectedin accordance with **Section 11.10**of the Supplement).

 

It isexpressly understood and agreed by the Company and the Series 2000-1 EuroVFC Certificateholder that (i) the Agreement is executed and delivered bythe Trustee, not individually or personally but solely as Trustee of the Trust,in the exercise of the powers and authority conferred and vested in it, (ii) therepresentations, undertakings and agreements made on the part of the Trust inthe Agreement are made and intended not as personal representations,undertakings and agreements by the Trustee, but are made and intended for the purposeof binding only the Trust, (iii) nothing herein contained shall beconstrued as creating any liability of the Trustee, individually or personally,to perform any covenant either expressed or implied made on the part of theTrust in the Agreement, all such liability, if any, being expressly waived bythe parties who are signatories to the Agreement and by any Person claiming by,through or under such parties; **provided**, **however**, the Trustee shall be liable in its individualcapacity for its own wilful misconduct or negligence and for any tax assessedagainst the Trustee based on or measured by any fees, commission orcompensation received by it for acting as Trustee and (iv) under nocircumstances shall the Trustee be personally liable for the payment of anyindebtedness or expenses of the Trust or be liable for the breach or failure ofany obligation, representation, warranty or covenant made or undertaken by theTrust under the Agreement.

 

The holder ofthis Series 2000-1 Euro VFC Certificate is authorized to record the dateand amount of each increase and decrease in the Series 2000-1 PurchaserEuro Invested Amount with respect to such holder on the schedules annexedhereto and made a part hereof and any such recordation shall constitute *prima facie* evidence of the accuracy of the information sorecorded, absent manifest error, **provided** thatthe failure of the holder of this Series 2000-1 Euro VFC Certificate tomake such recordation (or any error in such recordation) shall not affect theobligations of the Company, the holder of the Series 2000-1 SubordinatedInterests, the Master Servicer or the Trustee under the Agreement.

 

**This Series 2000-1Euro VFC Certificate shall be construed in accordance with and governed by thelaws of the State of New York without reference to any conflict of lawprinciples.**

 

By acceptanceof this Series 2000-1 Euro VFC Certificate, the Series 2000-1 EuroVFC Certificateholder hereby agrees that it will not institute against, or joinany other Person in instituting against, the Company any bankruptcy,reorganization, arrangement, insolvency or liquidation proceedings, or otherproceedings under any Applicable Insolvency Laws.

 

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Unless thecertificate of authentication hereon has been executed by or on behalf of theTrustee, by manual signature, this Series 2000-1 Euro VFC Certificateshall not be entitled to any benefit under the Agreement, or be valid for anypurpose.

 

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**IN WITNESS WHEREOF**, the Company, as agent of the Trustee, has caused this Series 2000-1Euro VFC Certificate to be duly executed.

 

Dated:  April 18, 2006

 
| HUNTSMAN RECEIVABLES FINANCE LLC,                                                                  |
|----------------------------------------------------------------------------------------------------|
| as agent of the Trustee as authorized  pursuant to **Section 5.01** of the Pooling  Agreement |
|                                                                                               |
| By:                                                                                                |   |   |
|                                                                                               | Name: |   |
|                                                                                               | Title: |   |

 

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**TRUSTEE’S CERTIFICATE OFAUTHENTICATION**

 

This is the Series 2000-1Euro VFC Certificate described in the within mentioned Agreement.

 

**J.P. MORGAN BANK (IRELAND)PLC,**not in its individual capacity but solely as Trustee

 
| By:    |                  |   |
|--------|-----------------------|--------|
|   | Name:                 |   |
|   | Authorized  Signatory |   |
|   |                  |   |
|   |                  |   |
| OR     |                  |   |
|   |                  |   |
| By:    |                  |   |
|   | Name:                 |   |
|   | Authorized  Agent     |   |
|   |                  |   |
|   |                  |   |
| By:    |                  |   |
|   | Name:                 |   |
|   | Authorized  Signatory |   |

 

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**SCHEDULE I**

** **

**to**

** **

**SERIES 2000-1EURO VFC CERTIFICATE**

** **

**SERIES 2000-1VFC CERTIFICATE INTERESTS**

** **

 
| **Name  of holder Series 2000-1  VFC Certificate Interest** | ** ** | **Amount of Series 2000-1  VFC Certificate Interest** |
|------------------------------------------------------------------|------------|------------------------------------------------------------|
| ** **                                                       | ** ** | ** **                                                 |
| ** **                                                       | ** ** | ** **                                                 |
| ** **                                                       | ** ** | ** **                                                 |

 

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