0001104659-06-032724 Sample Contracts

Dated as of April 18, 2006
Receivables Financing Agreement • May 9th, 2006 • Huntsman International LLC • Chemicals & allied products • New York

This SECOND AMENDED AND RESTATED SERVICING AGREEMENT, dated as of April 18, 2006 (this “Agreement”), among (i) HUNTSMAN RECEIVABLES FINANCE LLC, a limited liability company organized under the laws of the State of Delaware (the “Company”), (ii) HUNTSMAN (EUROPE) BVBA, a company organized under the laws of Belgium, as the master servicer (the “Master Servicer”), (iii) HUNTSMAN INTERNATIONAL LLC, a Delaware limited liability company, TIOXIDE AMERICAS, INC., a company organized under the laws of the Cayman Islands, HUNTSMAN PROPYLENE OXIDE LTD., a limited partnership organized under the laws of Texas, HUNTSMAN INTERNATIONAL FUELS, L.P., a limited partnership organized under the laws of Texas, HUNTSMAN HOLLAND B.V., a limited liability company organized under the laws of the Netherlands, TIOXIDE EUROPE LIMITED, a corporation organized under the laws of England and Wales, HUNTSMAN PETROCHEMICALS (UK) LIMITED, a corporation organized under the laws of England and Wales, TIOXIDE EUROPE S.R.L.

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HUNTSMAN MASTER TRUST AMENDED AND RESTATED SERIES 2000-1 SUPPLEMENT Dated as of April 18, 2006 to SECOND AMENDED AND RESTATED POOLING AGREEMENT Dated as of April 18, 2006 Among
Series Supplement • May 9th, 2006 • Huntsman International LLC • Chemicals & allied products • New York

This Amended and Restated Series 2000-1 SUPPLEMENT dated as of April 18, 2006 (as the same may be amended, supplemented, restated or otherwise modified from time to time, this “Supplement”), is made among Huntsman Receivables Finance LLC (the “Company”), a Delaware limited liability company, Huntsman (Europe) BVBA (the “Master Servicer”), a company organized under the laws of Belgium, Jupiter Securitization Corporation as the Existing Series 2000-1 VFC Certificateholder, the conduit purchasers party hereto from time to time as Series 2000-1 Conduit Purchasers (the “Series 2000-1 Conduit Purchasers”), the several financial institutions party hereto from time to time as Series 2000-1 APA banks (the “Series 2000-1 APA Banks”), the several financial institutions party hereto from time to time as funding agents (the “Funding Agents”), J.P. Morgan Securities Ltd., as Book Runner and Mandated Lead Arranger, JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”) and J.

HUNTSMAN MASTER TRUST SECOND AMENDED AND RESTATED POOLING AGREEMENT HUNTSMAN RECEIVABLES FINANCE LLC, as Company and HUNTSMAN (EUROPE) BVBA, as Master Servicer and J.P. MORGAN BANK (IRELAND) plc as Trustee Dated as of April 18, 2006
Pooling Agreement • May 9th, 2006 • Huntsman International LLC • Chemicals & allied products • New York

This SECOND AMENDED AND RESTATED POOLING AGREEMENT dated as of April 18, 2006 (this “Agreement”) is entered into by 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, a banking institution organized under the laws of Ireland, not in its individual capacity, but solely as trustee (in such capacity, the “Trustee”).

AMENDED AND RESTATED CONTRIBUTION AGREEMENT between HUNTSMAN INTERNATIONAL LLC, as Contributor and Originator and HUNTSMAN RECEIVABLES FINANCE LLC, as the Company Dated as of April 18, 2006.
Contribution Agreement • May 9th, 2006 • Huntsman International LLC • Chemicals & allied products • New York

AMENDED AND RESTATED CONTRIBUTION AGREEMENT, dated as of April 18, 2006 (this “Agreement”), between Huntsman International LLC, a limited liability company organized under the laws of the State of Delaware, as contributor (the “Contributor”) and Huntsman Receivables Finance LLC, a limited liability company organized under the laws of the State of Delaware, as the Company (the ”Company”).

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