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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 "Masterservicer") 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").

W I T N E S S E T H:

WHEREAS, (i) Huntsman International LLC, as buyer, Tioxide Americas Inc., Huntsman Propylene Oxide Ltd., Huntsman Ethylene amines Ltd., Huntsman Expandable Polymers Company, LC, Huntsman Polymers Corporation, Huntsman Petrochemical Corporation and Huntsman International Fuels L. P., (each a "U.S. Originator" and together the "U.S. Originators") entered into the Second Amended and Restated U.S. Receivables Purchase Agreement dated as of April 18, 2006 (as amended, supplemented or otherwise modified from time to time, the "U.S. Receivables Purchase Agreement") relating to the sale of certain Receivables originated by the US Originators, (ii) Huntsman International LLC, as buyer, and Tioxide Europe Limited, Huntsman Surface Sciences UK Ltd. and Huntsman Petrochemicals (UK) Limited (each, a "UK Originator" and together, the "UK Originators") entered into the Amended and Restated UK Receivables Purchase Agreement dated as of April 18, 2006 (as amended, supplemented or otherwise modified from time to time, the "UK Receivables Purchase Agreement") relating to the sale of certain Receivables originated by the UK Originators, (iii) the Company, the Master servicer, Huntsman Holland B. V. (the "Dutch Originator"), Tioxide Europe S. L. and Huntsman Performance Products Spain S. L. (each, a "Spanish Originator" and together, the "Spanish Originators"), Tioxide Europe S. A. S., and Huntsman Surface Sciences (France) S. A. S. (each, a "French Originator" and together, the "French Originators"), Tioxide Europe S.r.l., Huntsman Surface Sciences Italia S.r.l. and Huntsman Patrica S.r.l (each, an "Italian Originator" and together, the "Italian Originators" and together with the Dutch Originator, the Italian Originators, the Spanish Originators, the French Originators and the UK Originators, the "European Originators") entered into the Amended and Restated Omnibus Receivables Purchase Agreement dated as of April 18, 2006 (as amended, supplemented or otherwise modified from time to time, the "Omnibus Receivables Purchase Agreement") relating to the sale of certain Receivables originated by such Originators, (iv) the Company and Huntsman International LLC, as contributor, entered into the Amended and Restated Contribution Agreement dated April 18, 2006 (as amended, supplemented or otherwise modified from time to time, the "Contribution Agreement" and together with the U.S. Receivables Purchase Agreement, the UK Receivables Purchase Agreement and the Omnibus Receivables Purchase Agreement, the "Origination Agreements") pursuant to which Huntsman International LLC (the "Contributor") agreed to contribute, from time to time certain Receivables it has purchased or may purchase from the U.S. Originators and the European Originators as well as the Receivables originated by it and (v) the Company, the Master servicer, the Liquidation servicer, the Local servicers party thereto and the Trustee entered into the Second Amended and Restated Servicing Agreement dated as of April 18, 2006 (as further amended, supplemented or otherwise modified from time to time, the "Servicing Agreement") pursuant to which, among other things, the Master servicer appointed each of the U.S. Originators and the European Originators (collectively, the "Originators") as a local servicer (in such capacity, a "Local servicer") for certain Receivables contributed to the Company;

WHEREAS, the parties hereto entered into the Pooling Agreement on December 21, 2000 (as amended and restated on June 26, 2001 and as further amended and restated as of April 18, 2006, the "Pooling Agreement") in order to create a master trust to which the Company granted a Participation in (without effecting any transfer or conveyance of any right, title or interest hereunder) all of its right, title and interest in, to and under the Receivables, Related Property and other Participation Assets then or thereafter owned by the Company and such master trust agreed, from time to time at the direction of the Company (or the Master servicer on its behalf), to issue one or more Series of Investor Certificates, representing interests in such Participation as specified in the Supplement related to such Series (each as defined herein);