Amended And Restated Contribution Agreement

EXECUTION COPY



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.








TABLE OF CONTENTS



Page

1. DEFINITIONS 1

1.01 Defined Terms 1

1.02 Other Definitional Provisions 1

2. CONTRIBUTION OF RECEIVABLES 2

2.01 Contribution of Receivables 2

2.02 Contribution Value 4

2.03 Intentionally Omitted 5

2.04 No Repurchase 5

2.05 Rebates, Adjustments, Returns, Reductions and Modifications 5

2.06 Payments in Respect of Ineligible Receivables and Originator Indemnification Payments 5

2.07 Certain Charges 6

2.08 Certain Allocations 6

2.09 Power of Attorney 6

3. CONDITIONS TO CONTRIBUTIONS 7

3.01 Conditions Precedent to Contribution 7

3.02 Conditions Precedent to all Contributions of Receivables 8

3.03 Conditions Precedent to the Contributor92s Obligations on the Initial Contribution Date and each Contribution Date thereafter 9

4. REPRESENTATIONS AND WARRANTIES 9

4.01 Representations and Warranties of the Contributor 9

4.02 Representations and Warranties of the Contributor Relating to the Contributed Receivables 14

4.03 Representations and Warranties of the Company 15

5. AFFIRMATIVE COVENANTS 15

5.01 Financial Statements, Reports, etc. 16

5.02 Compliance with Law and Policies 16

5.03 Preservation of Company Existence 17

5.04 Separate Company Existence 17

5.05 Inspection of Property; Books and Records; Discussions 18

5.06 Location of Records 18

5.07 Computer Files and other Documents 18

5.08 Obligations 18

5.09 Collections 18

5.10 Furnishing Copies, Etc. 18




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Page

5.11 Intentionally Omitted 19

5.12 Assessments 19

5.13 Intentionally Omitted 19

5.14 Notices 19

5.15 Bankruptcy 19

5.16 Further Action 19

5.17 Marking of Records 20

5.18 Intentionally Omitted 20

5.19 Enforcement of Agreements 20

6. NEGATIVE COVENANTS 20

6.01 Limitations on Transfers of Contributed Receivables, Etc. 20

6.02 Extension or Amendment of Contributed Receivables 20

6.03 Change in Payment Instructions to Obligors 20

6.04 Change in Name 20

6.05 Policies 21

6.06 Modification of Legend 21

6.07 Accounting for Contributions 21

6.08 Instruments 21

6.09 Ineligible Receivables 21

6.10 Business of the Contributor 21

6.11 Intentionally Omitted. 21

6.12 Offices 21

6.13 Intentionally Omitted 21

6.14 Amendment of Transaction Documents or Other Material Documents 21

6.15 Additional Equity 22

6.16 Receivables Purchase Agreements 22

7. TERMINATION EVENTS 22

7.01 Originator Termination Events 22

7.02 Program Termination Events 23

7.03 Remedies 23

8. MISCELLANEOUS 25

8.01 Payments 25

8.02 Costs and Expenses 25

8.03 Successors and Assigns 25




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Page

8.04 Intentionally Omitted 25

8.05 Intentionally Omitted 25

8.06 Governing Law 25

8.07 No Waiver; Cumulative Remedies 25

8.08 Amendments and Waivers 26

8.09 Severability 26

8.10 Notices 26

8.11 Counterparts 27

8.12 Submission to Jurisdiction; Service of Process 27

8.13 No Bankruptcy Petition 28

8.14 Termination 28

8.15 Responsible Officer Certificates; No Recourse 28

8.16 Confidential Information 28

8.17 Effectiveness of this Agreement 29

SCHEDULES
Schedule 1 Form of Solvency Certificate
Schedule 2 Location of Books and Records





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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 ").



W I T N E S S E T H:



WHEREAS, the parties are entering into this Agreement under which the Contributor may contribute to the Company, as a capital contribution, its right, title and interest in, to and under certain accounts receivable originated by the Contributor, existing and hereafter arising from time to time;



WHEREAS, the Contributor shall purchase additional accounts receivable pursuant to certain receivables purchase agreements between the Contributor and one or more of its affiliates, and, if it purchases the same, shall contribute such purchased accounts receivable, together with certain accounts receivable originated by the Contributor, to the Company, as a capital contribution;



WHEREAS, the Company will grant a participation and a security interest in the accounts receivable contributed to it to J.P.Morgan Bank (Ireland) plc, not in its individual capacity but solely as trustee, as Trustee (the " Trustee ") of the Huntsman Master Trust, established pursuant the Second Amended and Restated Pooling Agreement, dated as of the date hereof (such agreement, as it may be amended, modified or otherwise supplemented from time to time, the " Pooling Agreement "), among the Trustee, the Company and Huntsman (Europe) BVBA, as Master Servicer (the " Master Servicer "); and



WHEREAS, the Master Servicer, the Company, Huntsman International LLC, as Servicer Guarantor, the Liquidation Servicer, the Local Servicers party thereto from time to time and the Trustee have entered into a Second Amended and Restated Servicing Agreement, dated as of the date hereof (such agreement, as it may be amended, restated, modified or otherwise supplemented from time to time, the " Servicing Agreement "), pursuant to which the Master Servicer will agree to service and administer or cause to be serviced or administered such accounts receivable on behalf of the Company.



NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties hereto agree as follows:





1. DEFINITIONS



1.01 Defined Terms . Capitalized terms used herein shall, unless otherwise defined or referenced herein, have the meanings assigned to such terms in Annex X attached to the Pooling Agreement which Annex X is incorporated by reference herein.



1.02 Other Definitional Provisions .



(a) The words "hereof", "herein", "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and article, section, subsection, schedule and exhibit references are to this Agreement unless otherwise specified.



(b) As used herein and in any certificate or other document made or delivered pursuant hereto, accounting terms relating to the Contributor and the Company, unless otherwise defined or incorporated by reference herein, shall have the respective meanings given to them under GAAP.








(c) The meanings given to terms defined or incorporated by reference herein shall be equally applicable to both the singular and plural forms of such terms.



(d) Any reference herein to a Schedule or Exhibit to this Agreement shall be deemed to be a reference to such Schedule or Exhibit as it may be amended, modified or supplemented from time to time to the extent that such Schedule or Exhibit may be amended, modified or supplemented (or any term or provision of any Transaction Document may be amended that would have the effect of amending, modifying or supplementing information contained in such Schedule or Exhibit) in compliance with the terms of the Transaction Documents.



(e) Any reference in this Agreement to any representation, warranty or covenant "deemed" to have been made is intended to encompass only representations, warranties or covenants that are expressly stated to be repeated on or as of dates following the execution and delivery of this Agreement, and no such reference shall be interpreted as a reference to any implicit, inferred, tacit or otherwise unexpressed representation, warranty or covenant.



(f) The words "include", "includes" or "including" shall be interpreted as if followed, in each case, by the phrase "without limitation".



(g) Any reference herein to a provision of the Bankruptcy Code, Code, ERISA, 1940 Act or the UCC shall be deemed a reference to any successor provision thereto.





2. CONTRIBUTION OF RECEIVABLES



2.01 Contribution of Receivables .



(a) On the date hereof and on any Business Day thereafter, the Contributor shall contribute, transfer, assign, and convey, without recourse (except as expressly provided herein), to the Company, as a capital contribution (which the Company shall accept), all of its present and future right, title and interest in, to and under:



(i) such Eligible Receivables originated by the Contributor from time to time prior to but not including the date on which an Early Program Termination occurs, or an Early Originator Termination occurs with respect to the Contributor and included in the Originator Daily Report transmitted to the Master Servicer and included in the Daily Report generated by the Master Servicer and transmitted to the Trustee electronically or by telecopier on the applicable date of contribution (any such date, a " Contribution Date ");



(ii) all Purchased Receivables (as defined in the applicable Receivables Purchase Agreement) purchased by the Contributor from an Originator on the Contribution Date pursuant to the terms of a Receivables Purchase Agreement from time to time (such Purchased Receivables, together with any Eligible Receivables contributed pursuant to clause (i), the " Contributed Receivables ");



(iii) the Related Property;



(iv) all collections in respect of such Contributed Receivables;



(v) all rights (including rescission, replevin or reclamation) of the Contributor relating to any such Contributed Receivable or arising therefrom;



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(vi) all rights of the Contributor under each of the Receivables Purchase Agreements including, in respect of each such agreement, (A) all rights of the Contributor to receive monies due and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Contributor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such agreement, (C) claims of the Contributor for damages arising out of or for breach of or default under such agreement, (D) the right of the Contributor to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Contributor under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Contributor at law or in equity), including the rights of the Contributor to enforce such agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith;



(vii) all "accounts," "general intangibles," "chattel paper" and/or " instruments" (each as defined in the UCC as in effect in any applicable jurisdiction) arising from, relating to or consisting of any of the foregoing property; and



(viii) all proceeds of or payments in respect of any and all of the foregoing clauses (i) through (iv) (including Collections).



Such property described in the foregoing clauses (i) through (viii) shall be referred to collectively herein as the " Receivable Assets " and shall be considered to be assets that have been contributed, transferred, assigned, set over and otherwise conveyed by the Contributor to the Company immediately upon completion of the purchase of any Receivables referred to in Section 2.01(a)(ii) above, in accordance with the terms of any Receivables Purchase Agreement, and in relation to those Receivables referred to in Section 2.01(a)(i) above, upon delivery to the Company of a Daily Report.



(b) The Contributor and the Company hereby acknowledge and agree that it is their mutual intent that (a) every transfer by way of capital contribution of Receivable Assets to the Company hereunder shall be an absolute, unconditional, "true" conveyance and not a mere granting of a security interest to secure a loan to or from the Company, (b) the Contributor shall not retain any interest in the Receivable Assets after the contribution thereof hereunder, (c) the Receivable Assets originated, or purchased from an Originator, by the Contributor shall not be part of the Contributor92s insolvency or bankruptcy estate in the event an insolvency or delinquency proceeding or a bankruptcy petition or other action shall be commenced or filed by or against the Contributor under any insolvency or bankruptcy law and (d) the Purchased Receivables originated by any Originator shall not be part of such Originator92s insolvency or bankruptcy estate in the event an insolvency or delinquency proceeding or a bankruptcy or other action shall be commenced or filed by or against such Originator under any insolvency or bankruptcy law. In the event, however, that notwithstanding such intent and agreement, such transfers are deemed by any relevant Governmental Authority for any reason whatsoever, whether for limited purposes or otherwise, to be a security interest granted to secure indebtedness of the Contributor, the Contributor shall be deemed to have granted to the Company a perfected first priority security interest under Article 9 of the UCC in the applicable jurisdiction in all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising, and wherever located, the Receivable Assets originated or purchased by the Contributor and this Agreement shall constitute a security agreement under applicable law, securing the repayment of the amounts paid hereunder, subject to the other terms and conditions of this Agreement, together with such other obligations or interests as may arise hereunder in favor of the parties hereto.



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(c) In connection with any transfer, assignment, conveyance and contribution pursuant to subsection 2.01(a), the Contributor hereby agrees to record and file, or cause to be recorded and filed, at its own expense, financing statements or other similar filings (and continuation statements with respect to such financing statements or other similar filings when applicable), (i) with respect to the Contributed Receivables and (ii) with respect to any other Receivable Assets for which an assignment or the creation of a security interest (as defined in the applicable UCC or other similar applicable laws, legislation or statute) may be perfected under the applicable UCC or other applicable laws, legislation or statute by such filing, in each case meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect and maintain the perfection of the transfer, assignment, conveyance and contribution of such Contributed Receivables and any other Receivable Assets related thereto to the Company, and to deliver to the Company (a) on or prior to the date hereof, a photocopy, certified by a Responsible Officer of the Contributor to be a true and correct copy, of each such financing statement or other filing to be made on or prior to the date hereof and (b) within ten (10) days after the date hereof, a file-stamped copy or certified statement of such financing statement (or the similar filing) or other evidence of such filing.



(d) In connection with the transfer, assignment, conveyance and contribution pursuant to subsection 2.01(a), the Contributor agrees at its own expense, with respect to the Contriubted Receivables, that it will or will cause, as agent of the Company, (A) (i) on the date hereof and thereafter, direct (or cause the Master Servicer to direct) each Originator to identify on its extraction records relating to Receivables from its master database of receivables, that the Contributed Receivables and all other Receivable Assets related thereto have been transferred, assigned, conveyed and contributed to the Company in accordance with this Agreement and (ii) acknowledge, deliver or transmit or cause to be delivered or transmitted to the Master Servicer a Daily Report as to all such Contributed Receivables, as of the applicable date of contribution and (B) use its reasonable best efforts to cause the applicable Originator of the Receivables purchased by the Contributor to (i) on the date hereof and thereafter to identify on its extraction records relating to Purchased Receivables from its master database of receivables, that all such Purchased Receivables and all other Receivable Assets related thereto have been transferred, assigned, conveyed and contributed to the Company in accordance with this Agreement and (ii) acknowledge, deliver or transmit or cause to be delivered or transmitted to the Master Servicer an Originator Daily Report as to all such Purchased Receivables, as of the applicable Contribution Date.



(e) All Contributed Receivables hereunder shall be without recourse to, or any representation or warranty of any kind (express or implied) by, the Contributor except as otherwise specifically provided herein. The foregoing contribution, assignment, transfer and conveyance does not constitute and is not intended to result in the creation or assumption by the Company of any obligation of the Contributor or any other person in connection with the Contributed Receivables or any agreement or instrument relating thereto, including any obligation to any Obligor, except as expressly provided herein or in the Servicing Agreement.



2.02 Contribution Value . The contribution value (the " Contribution Value ") for the Contributed Receivables and the other Receivable Assets related thereto shall be deemed to be the product of (a) the aggregate outstanding Principal Amount of such Contributed Receivables as set forth in the applicable Originator Daily Report identifying such Contributed Receivables and (b) one (1) minus the Discounted Percentage applicable to Contributed Receivables. The Company shall cause to Master Servicer to calculate the Contribution Value on each Contribution Date, and in the absence of manifest error such amount shall be deemed to be conclusive. The Company shall cause to Master Servicer to maintain in its books and records a ledger entitled the "distributable assets ledger." For each Contributed Receivable, the Company shall credit to the distributable assets ledger an amount equal to the Contribution Value of such Contributed Receivable (net of the deductions referred to in Section 2.02(b), Section 2.06(a) or Section 2.06(b)).



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2.03 Intentionally Omitted .



2.04 No Repurchase . Subject to Section 2.06, the Contributor shall not have any right or obligation under this Agreement, by implication or otherwise, to repurchase from the Company any Receivable Assets or to rescind or otherwise retroactively effect any purchase of any Receivable Assets after the related Contribution Date; provided that the foregoing shall not be interpreted to limit the right of the Company to receive a Contributor Dilution Adjustment Payment, a Contributor Adjustment Payment or a Contributor Indemnification Payment.



2.05 Rebates, Adjustments, Returns, Reductions and Modifications . From time to time the Contributor may make a Dilution Adjustment to a Contributed Receivable in accordance with this Section 2.05 and Section 6.02; provided that if the Contributor or any Originator cancels an invoice related to such Contributed Receivable, either (i) such invoice must be replaced, or caused to be replaced, by the Contributor as part of a "credit and re-bill" (as defined in the definition of Dilution Adjustment) with an invoice relating to the same transaction of equal or greater Principal Amount within 5 Business Days of such cancellation, (ii) such invoice must be replaced, or caused to be replaced, by the Contributor as part of a "credit and re-bill" (as defined in the definition of Dilution Adjustment) with an invoice relating to the same transaction of a lesser Principal Amount within 5 Business Days of such cancellation and the Contributor must make a Contributor Dilution Adjustment Payment, to the Company Concentration Account, in an amount equal to the difference between such cancelled and replacement invoices or (iii) the Contributor must make a Contributor Dilution Adjustment Payment, to the relevant Company Receipts Account in an amount equal to the full value of such cancelled invoice pursuant to this Section 2.05. The Contributor agrees to pay to the Company, on the Contribution Date immediately succeeding the date any Dilution Adjustment is granted or made pursuant hereto, the amount of any such Dilution Adjustment (a " Contributor Dilution Adjustment Payment "). The amount of any Dilution Adjustment shall be set forth on the first Daily Report prepared after the date on which such Dilution Adjustment was granted or made.



2.06 Payments in Respect of Ineligible Receivables and Originator Indemnification Payments .



(a) Adjustment Payment Obligation . In the event of a breach of any of the representations and warranties contained in Sections 4.02(a), 4.02(b), 4.02(c), 4.02(d) or 4.02(f) in respect of any Contributed Receivable or if the Company92s interest in any Contributed Receivable is not a full legal and beneficial ownership, the Contributor shall, within 30 days of the earlier of its knowledge or receipt of written notice of such breach or defect from the Company, remedy the matter giving rise to such breach of representation or warranty if such matter is capable of being remedied. If such matter is not capable of being remedied or is not so remedied within said period of 30 days, the Contributor upon request of the Company shall repurchase the relevant Contributed Receivable from the Company at a repurchase price (without duplication of any Contributor Dilution Adjustment Payments made pursuant to Section 2.05 hereof), equal to the original Principal Amount of such Contributed Receivable less Collections received by the Company in respect of such Contributed Receivable (the " Contributor Adjustment Payment "), which payment shall be in the same currency as such Contributed Receivable. Upon the payment of a Contributor Adjustment Payment hereunder, the Company shall pay to the Contributor all Collections received subsequent to such repurchase with respect to such repurchased Receivable. The parties agree that if there is a breach of any of the representations and warranties of a Contributor contained in Section 4.02(a), 4.02(b) or 4.02(c) in respect of or concerning any Contributed Receivable, the Contributor92s obligation to pay the Contributor Adjustment Payment under this Section 2.06 is a reasonable pre-estimate of loss and not a penalty (and neither the Company nor any other person or entity having an interest in this Agreement through the Company shall be entitled to any other remedies as a consequence of any such breach).



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(b) Special Indemnification . In addition to its obligations under Section 8.02 hereunder, the Contributor agrees to pay, indemnify and hold harmless (without duplication of any Contributor Dilution Adjustment Payments made pursuant to Section 2.05 hereof) the Company from any loss, liability, expense, damage or injury which may at any time be imposed on, incurred by or asserted against the Company in any way relating to or arising out of (i) any Contributed Receivable becoming subject to any defense, dispute, offset or counterclaim of any kind (other than as expressly permitted by this Agreement or the Pooling Agreement or any Supplement) or (ii) the Contributor breaching any covenant contained herein with respect to any Contributed Receivable and such Contributed Receivable (or a portion thereof) ceasing to be an Eligible Receivable (each of the foregoing events or circumstances being a " Contributor Indemnification Event "). The amount of such indemnification shall be equal to the original Principal Amount of such Contributed Receivable less Collections received by the Company in respect of such Contributed Receivable (the " Contributor Indemnification Payment "). Such payment shall be made on or prior to the 10th Business Day after the day the Company requests such payment or the Contributor obtains k ...