Exhibit 10.1

Execution Copy

THIRD AMENDMENT  dated as of April 16, 2004between  HUNTSMAN RECEIVABLES FINANCE LLC,as CompanyHUNTSMAN
(EUROPE), BVBA,as Master ServicerJPMORGAN CHASE BANK,as Funding Agentand  J.P. MORGAN BANK (IRELAND) plc,as Trusteeto  SERIES 2000-1 SUPPLEMENT  Dated as of December 21, 2000

THIS THIRD AMENDMENT, dated as of April 16, 2004 (the "Amendment") between Huntsman
Receivables Finance LLC (the "Company"), a Delaware limited liability company, Huntsman (Europe) BVBA (the "Master
Servicer"), and J.P. MORGAN BANK (IRELAND) plc, successor-in-interest to Chase Manhattan Bank (Ireland) plc, as trustee (the
"Trustee") modifies the Series 2000-1 Supplement dated as of December 21, 2000, as amended by the Amendment dated as of
December 18, 2001 and as further amended by the Second Amendment dated as of October 21, 2002 (the "Supplement"), which supplements the
Amended and Restated Pooling Agreement, dated as of June 26, 2001, as amended by the First Amendment to the Amended and Restated Pooling Agreement dated October 21, 2002 (the
"Pooling Agreement" and, together with the Supplement, the "Agreement") between the Company, the Master
Servicer and the Trustee.

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

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

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

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

Section 1.Definitions.Capitalized terms used but not defined herein shall have the meaning assigned to
such term in Annex X to the Pooling Agreement or in the Supplement. In the event of any inconsistency between the definitions in the Supplement and in Annex X to the Pooling Agreement, the Supplement
as amended will govern.

Section 2.Amendment.



| | DRR = [(c * d) + [(e - d) * (e / d)]] * f  
| | -------------------------------------------
| | where:                                     
| | DRR = Series 2000-1 Dilution Reserve Ratio;
| | c =                                        
| |                                            
| |                                            
| | d =                                        
| | e =                                        
| | f =                                        





| | LRR = [(a * b)/c] * d * e              
| | ---------------------------------------
| | where:                                 
| | LRR = Series 2000-1 Loss Reserve Ratio;
| | a =                                    
| | b =                                    
| | c =                                    
| | d =                                    
| |                                        
| |                                        
| | e =                                    



| | MR = (a * b) + c                 
| | ---------------------------------
| | where:                           
| | MR = Series 2000-1 Minimum Ratio;
| | a =                              
| | b =                              
| | c =                              



Section 3.Agreement.The parties hereto agree that (a) notwithstanding anything to the contrary
set forth in the Pooling Agreement, the Series 2000-1 Scheduled Commitment Termination Date shall mean April 16, 2007, as may be extended for an additional 364 days
from time to time in writing by the Series 2000-1 Purchaser, the Funding Agent and the Series 2000-1 APA Banks, (b) for the avoidance of doubt, in the
event the Company requests a Series 2000-1 Commitment Termination Date prior to such Series 2000-1 Scheduled Commitment Date at least 30 days prior to such
date, no prepayment penalty, exit fee or other charge shall be due or payable to the Series 2000-1 Purchaser, the Funding Agent or the Series 2000-1 APA Bank, and
(c) notwithstanding anything to the contrary in the Pooling Agreement, Manager shall mean for the purposes of the Supplement any manager on behalf of any Series 2000-1
Purchaser, and its successors and assigns in such capacity.

Section 4.Ratification of Supplement.The Supplement, as amended hereby, is in all respects ratified and
confirmed.

Section 5.Waiver of Notice by Funding Agent.The Funding Agent hereby waives any prior notice and any
notice period that may be required in connection with the execution of this Amendment by the Pooling Agreement or the Supplement.

Section 6.Waiver of Notice by All Parties.Each of the Parties waives any prior notice and any notice
period that may be required by any other agreement or document in connection with the execution of this Amendment.

Section 7.GOVERNING LAW.THIS AMENDMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REFERENCE TO ANY CONFLICT OF
LAW PRINCIPLES.

Section 8.Counterparts.This Amendment may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.

Section 9.Headings.The headings of Sections contained in this Amendment are provided for convenience
only. They form no part of this Amendment or the Supplement and shall not affect the construction or interpretation of this Amendment or Supplement or any provisions hereof or thereof.

[Remainder
of Page Intentionally Left Blank]



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

| |  | HUNTSMAN RECEIVABLES FINANCE LLC,
as Company
| |  | --------------------------------------------
| |  | By:                                         
| |  |                                             
| |  |                                             
| |  |                                             

| |  | HUNTSMAN (EUROPE) BVBA,
as Master Servicer
| |  | ------------------------------------------
| |  | By:                                       
| |  |                                           
| |  |                                           
| |  |                                           

| |  | JPMORGAN BANK (IRELAND) plc,
not in its individual capacity but solely as Trustee
| |  | ---------------------------------------------------------------------------------
| |  | By:                                                                              
| |  |                                                                                  
| |  |                                                                                  

CONSENTED
AND ACKNOWLEDGED:

JPMORGAN
CHASE BANK,
as Funding Agent

|By: | /s/CHRISTOPHER LEW |                         
|--- | ------------------ | ------------------------
|    | Name:              | Christopher Lew         
|    | Title:             | Assistant Vice President

PARK
AVENUE RECEIVABLES COMPANY, LLC

|By: | /s/ANDREW L. STIDD |                
|--- | ------------------ | ---------------
|    | Name:              | Andrew L. Stidd
|    | Title:             | President      



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