Exhibit 10.5
FOURTH AMENDMENT
dated as of August 16, 2005
between
HUNTSMAN RECEIVABLES FINANCE
LLC,
as Company
HUNTSMAN (EUROPE), BVBA,
as Master Servicer
JPMORGAN CHASE BANK,
as Funding Agent
and
J.P. MORGAN (IRELAND) plc,
as Trustee
to
SERIES 2000-1 SUPPLEMENT
Dated as of December 21, 2000
THIS FOURTH AMENDMENT, dated as of
August 16, 2005 (the “ Amendment ”) between
Huntsman Receivables Finance LLC (the “ Company
”), a Delaware limited liability company, Huntsman (Europe)
BVBA (the “ Master Servicer ”), JPMorgan Chase
Bank, successor-in-interest to The Chase Manhattan Bank, as funding
agent for the Series 2000-1 Purchasers (the “ Funding
Agent ”) and J.P. Morgan (Ireland) plc,
successor-in-interest to Chase Manhattan Bank (Ireland) plc, as
trustee (the “ Trustee ”) modifies the
Series 2000-1 Supplement dated as of December 21, 2000 as
amended from time to time (the “ Supplement ”),
which supplements the Amended and Restated Pooling Agreement, dated
as of June 26, 2001 (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 prior written notice to and written
consent of the Funding Agent and all the Series 2000-1
Purchasers to add any provisions to or change, in any manner, any
of the provisions of the Supplement;
WHEREAS, the prior written consent
of the Funding Agent is a condition to the effectiveness of this
Amendment; and
WHEREAS, the Parties have provided
prior written notice of the Amendment to the Series 2000-1
Rating Agencies in accordance with the requirements of
Section 11.07(c)(ii) 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.
Section 2.
Amendment .
(a)
Article 5 is hereby amended by adding the following new
Section immediately following Section 5.01:
“SECTION 5.02.
Limited Series 2000-1 Early Amortization Events .
If
