Exhibit 10.4
SECOND AMENDMENT TO AMENDED AND RESTATED POOLING
AGREEMENT
This Second Amendment to the Amended and
Restated Pooling Agreement, dated as of August 16, 2005 (this
“ Amendment ”), is among HUNTSMAN RECEIVABLES
FINANCE LLC, a limited liability company organized under the laws
of the State of Delaware (the “ Company ”),
HUNTSMAN (EUROPE) BVBA, a corporation organized under the laws of
Belgium (in its capacity as master servicer, the “ Master
Servicer ”), and J.P. MORGAN BANK (IRELAND) PLC, (f/k/a
CHASE MANHATTAN BANK (IRELAND) plc), a banking institution
organized under the laws of Ireland, not in its individual
capacity, but solely as trustee (in such capacity, the “
Trustee ”).
WHEREAS, the parties hereto have previously
entered into Amended and Restated Pooling Agreement, dated as of
June 26, 2001, as further amended by the First Amendment to
the Pooling Agreement, dated October 21, 2002 (as so amended,
the “ Pooling Agreement ”);
WHEREAS, pursuant to
Section 10.01(a) of the Pooling Agreement, the Pooling
Agreement may be amended in writing from time to time by the Master
Servicer, the Company and the Trustee with the written consent of
the Funding Agent and without the consent of any Holder under
certain circumstances;
WHEREAS, the parties hereto desire to amend the
Pooling Agreement as set forth herein to correct a provision
therein;
NOW, THEREFORE, the Company, the Master Servicer
and the Trustee, with the consent of the Funding Agent, hereby
agree as follows:
1.
Capitalized terms used but not
defined herein shall have the meanings ascribed to them in the
Pooling Agreement.
2.
The definition of “Appropriate
Rating” set forth in Annex X to the Pooling Agreement shall
be amended by deleting the existing definition in its entirety and
replacing it with the following:
“Appropriate
Rating”“ shall mean (i) the rating required to
maintain the existing rating, whether direct or indirect, on each
Outstanding Series of Investor Certificates and if no such
rating exists for such Series of Investor Certificates then
(ii) a rating at a level agreed upon between the Company and
the Trustee acting at the direction of the Funding
Agent(s).”
3.
The definition of “Rating
Agency” set forth in Annex X to the Pooling Agreement shall
be amended by deleting the existing definition in its entirety and
replacing it with the following:
““Rating Agency”
shall mean, with re
