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Exhibit 10.27

SECOND AMENDMENT
dated as of October 21, 2002

between

HUNTSMAN RECEIVABLES FINANCE LLC,
as Company

HUNTSMAN (EUROPE), BVBA,
as Master Servicer

and

and J.P. MORGAN (IRELAND) PLC,
as Trustee

to

SERIES 2000-1 SUPPLEMENT

Dated as of December 21, 2000


        THIS AMENDMENT, dated as of October 21, 2002 (the "Amendment") between Huntsman Receivables Finance LLC (the "Company"), a Delaware limited liability company; Huntsman (Europe) BVBA (the "Master Servicer"); 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 by an amendment dated as of December 18, 2001 (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(c) 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 the Series 2000-1 Majority Purchasers to add any other provisions to or change in any manner or eliminate any of the provisions of the Supplement; 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 terms in Annex X to the Pooling Agreement.

        Section 2.    Amendment.    

        (a)  The text of Section 1.01 is hereby deleted in its entirety and shall be replaced with the following:

        (b)  All references in the Supplement to Chase and/or its affiliate entities shall refer to their respective successors in interest.

        (c)  Schedule 1 to the Supplement is hereby amended and restated in its entirety and replaced with Schedule 1 attached hereto

        (d)  An additional Schedule III is hereby added to the Supplement as follows:


SCHEDULE III to the
Series 2000-1 Supplement

Series 2000-1 Definitions

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

        Section 3.    Ratification of Supplement.    The Supplement, as amended hereby, is in all respects ratified and confirmed.

        Section 4.    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 5.    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 6.    GOVERNING LAW.    THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE 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 7.    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 8.    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]

16

        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: /s/  SAMUEL D. SCRUGGS      
Name: Samuel D. Scruggs
Title: Vice President and Treasurer



 
 
 
 
      HUNTSMAN (EUROPE) BVBA,
as Master Servicer



 
 
 
 
      By: /s/  J. KIMO ESPLIN      
Name: J. Kimo Esplin
Title: Manager



 
 
 
 
      J.P. MORGAN (IRELAND) PLC,
not in its individual capacity but solely as Trustee



 
 
 
 
      By: /s/  DEAN FLETCHER      
Name: Dean Fletcher
Title: Director



 
 
 
 
CONSENTED AND ACKNOWLEDGED      

JPMORGAN CHASE BANK,
as Funding Agent
 
 
 



 
 
 
 
By: /s/  LARA GRAFF      
Name: Lara Graff
Title: Vice President		      



 
 
 
 
JP MORGAN CHASE BANK,
as APA Bank		      



 
 
 
 
By: /s/  BRADLEY SCHWARTZ      
Name: Bradley Schwarts
Title: Managing Director		      



 
 
 
 
PARK AVENUE RECEIVABLES CORPORATION,
as Series 2000-1 Initial Borrower		      



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


SCHEDULE 1

(Series 2000-1 Commitments)

JP Morgan Chase Bank   $125,000,000


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SECOND AMENDMENT dated as of October 21, 2002 between HUNTSMAN RECEIVABLES FINANCE LLC, as Company HUNTSMAN (EUROPE), BVBA, as Master Servicer and and J.P. MORGAN (IRELAND) PLC, as Trustee to SERIES 2000-1 SUPPLEMENT Dated as of December 21, 2000
Series 2000-1 Definitions
SCHEDULE 1 (Series 2000-1 Commitments)