Common use of Ownership of Borrower; Subsidiaries Clause in Contracts

Ownership of Borrower; Subsidiaries. (a) As of the Closing Date, the authorized capital stock of the Borrower consists of 75,000,000 shares of common stock, $0.01 par value per share, of which 12,591,075 shares were issued and were outstanding as of November 9, 2004 and 5,000,000 shares of preferred stock, $0.01 par value per share, of which none are outstanding. All of the outstanding capital stock of the Borrower has been validly issued, is fully paid and non-assessable. Except as set forth on Schedule 4.3 (Ownership of the Borrower; Subsidiaries), no Stock of the Borrower is subject to any option, warrant, right of conversion or purchase or any similar right, and there are no agreements or understandings to which the Borrower is a party with respect to the voting, sale or transfer of any shares of Stock of the Borrower or any agreement restricting the transfer or hypothecation of any such shares. (b) Set forth on Schedule 4.3 (Ownership of the Borrower; Subsidiaries) is a complete and accurate list showing, as of the Closing Date, all Subsidiaries of the Borrower and, as to each such Subsidiary, the jurisdiction of its organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower. No Stock of any Subsidiary of the Borrower is subject to any outstanding option, warrant, right of conversion or purchase of any similar right. All of the outstanding Stock of each Subsidiary of the Borrower owned (directly or indirectly) by the Borrower has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower or a Subsidiary of the Borrower, free and clear of all Liens (other than the Lien in favor of the Secured Parties created pursuant to a Security Agreement), options, warrants, rights of conversion or purchase or any similar rights. Neither the Borrower nor any such Subsidiary is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any CREDIT AGREEMENT CONSTAR INTERNATIONAL INC. such Subsidiary, other than the Loan Documents. The Borrower does not own or hold, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 8.3 (Investments).

Ownership of Borrower; Subsidiaries. (a) As of the Closing Effective Date, the authorized capital stock of the Borrower consists of 75,000,000 (i) 20,000 shares of common stock, $0.01 par value per share, of which 12,591,075 1,008 shares were are issued and were outstanding as of November 9, 2004 and 5,000,000 (ii) 82,500 shares of preferred stock, $0.01 par value per shareSeries A Preferred Stock, of which none 54,300 shares are issued and outstanding. All of the outstanding capital stock of the Borrower has been validly issued, is fully paid and non-assessable. Except as set forth assessable and is owned beneficially and of record by the Persons listed on Schedule 4.3 (Ownership of the Borrower; Subsidiaries4.9(c), no . No Stock of the Borrower is subject to any option, warrant, right of conversion or purchase or any similar right, and there . There are no agreements or understandings to which the Borrower is a party with respect to the voting, sale or transfer of any shares of Stock of the Borrower or any agreement restricting the transfer or hypothecation of any such shares. (b) Set forth on Schedule 4.3 (Ownership Each of the Borrower; Subsidiaries) ’s Subsidiaries is a complete corporation or other legal entity duly incorporated or organized, validly existing and accurate list showingin good standing under the laws of its jurisdiction of organization, and has all corporate or other organizational powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted. (c) Schedule 4.9(c) lists (i) all of the Closing Date, all Subsidiaries of the Borrower andas of the Effective Date, (ii) as to each such Subsidiary, the jurisdiction of its organizationorganization and (iii) as to each Domestic Subsidiary and each first-tier Foreign Subsidiary, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date and Effective Date, the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the BorrowerBorrower and the direct parent thereof. No Stock of any Subsidiary of the Borrower is subject to any outstanding option, warrant, right of conversion or purchase of any similar right. All of the outstanding Stock of each Subsidiary of the Borrower owned (directly or indirectly) by the Borrower has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower or a Subsidiary of the Borrower, free and clear of all Liens (other than the Lien Liens in favor of the New Senior Secured Parties created pursuant to a Security AgreementNote Trustee and the Existing Senior Secured Note Trustee), options, warrants, rights of conversion or purchase or any similar rights. Neither the Borrower nor any such Subsidiary is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any CREDIT AGREEMENT CONSTAR INTERNATIONAL INC. such Subsidiary, other than the Loan Documents, the New Senior Secured Note Documents and the Existing Senior Secured Note Documents. The Borrower does not own or hold, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 8.3 6.6 (Investments). Each Domestic Subsidiary of the Borrower is a Guarantor, and each Guarantor is a direct or indirect Subsidiary of the Borrower. (d) Distributors Recycling, Inc. is a De Minimis Subsidiary.

Ownership of Borrower; Subsidiaries. (a) As of the Closing Date, the authorized capital stock of the Borrower consists of 75,000,000 shares of common stock, $0.01 par value per share, of which 12,591,075 12,952,309 shares were issued and were outstanding as of November 910, 2004 2008 and 5,000,000 shares of preferred stock, $0.01 par value per share, of which none are outstanding. All of the outstanding capital stock of the Borrower has been validly issued, is fully paid and non-assessable. Except as set forth on Schedule 4.3 (Ownership of the Borrower; Subsidiaries), no Stock of the Borrower is subject to any option, warrant, right of conversion or purchase or any similar right, and there are no agreements or understandings to which the Borrower is a party with respect to the voting, sale or transfer of any shares of Stock of the Borrower or any agreement restricting the transfer or hypothecation of any such shares. (b) Set forth on Schedule 4.3 (Ownership of the Borrower; Subsidiaries) is a complete and accurate list showing, as of the Closing Date and the Conversion Date, all Subsidiaries of the Borrower and, as to each such Subsidiary, the jurisdiction of its organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date and on the Conversion Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower. No CREDIT AGREEMENT CONSTAR INTERNATIONAL INC. Stock of any Subsidiary of the Borrower is subject to any outstanding option, warrant, right of conversion or purchase of any similar right. All of the outstanding Stock of each Subsidiary of the Borrower owned (directly or indirectly) by the Borrower has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower or a Subsidiary of the Borrower, free and clear of all Liens (other than the Lien in favor of the Secured Parties created pursuant to a Security Agreement), options, warrants, rights of conversion or purchase or any similar rights. Neither the Borrower nor any such Subsidiary is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any CREDIT AGREEMENT CONSTAR INTERNATIONAL INC. such Subsidiary, other than the Loan Documents. The Borrower does not own or hold, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 8.3 (Investments).

Ownership of Borrower; Subsidiaries. (a) As of the Closing Date, the Borrower is authorized capital stock of the Borrower consists of 75,000,000 to issue 50,000 shares of common stock, $0.01 1.00 each par value per share, of which 12,591,075 50,000 shares were are issued and were outstanding as outstanding, and no other Stock of November 9the Borrower is authorized, 2004 and 5,000,000 shares of preferred stock, $0.01 par value per share, of which none are issued or outstanding. All of the outstanding capital stock issued shares of the Borrower has have been validly issued, is are fully paid and non-assessable. Except as set forth on Schedule 4.3 assessable and are owned beneficially and of record by (Ownership and registered in the name of) Holdco II, free and clear of all Liens other than the Lien in favor of the Borrower; Subsidiaries), no Secured Parties created by any Pledge and Security Agreement. No Stock of the Borrower is subject to any option, warrant, right of conversion or purchase or any similar right, and there . There are no agreements or understandings to which the Borrower is a party with respect to the voting, sale or transfer of any shares of Stock of the Borrower or any agreement restricting the transfer or hypothecation of any such shares. (b) Set forth on Schedule 4.3 (Ownership of the Borrower; Subsidiaries) is a complete and accurate list showing, as of the Closing Date, all Subsidiaries of the Borrower Parent and, as to each such Subsidiary, the jurisdiction of its organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower. No Stock Except as set forth on Schedule 4.3 (Ownership of any Subsidiary of the Borrower is subject to any outstanding optionSubsidiaries), warrant, right of conversion or purchase of any similar right. All all of the outstanding Stock of each Subsidiary of the Borrower Parent owned (directly or indirectly) by the Borrower Parent has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower Parent or a Subsidiary of the BorrowerParent, free and clear of all Liens (other than the Lien in favor of the Secured Parties created pursuant to a any Pledge and Security Agreement), options, warrants, rights of conversion or purchase or any similar rights. Neither the Borrower Parent nor any such Subsidiary is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any CREDIT AGREEMENT CONSTAR INTERNATIONAL INC. such Subsidiary, other than the Loan Documents. The Borrower does not own or hold, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 8.3 (Investments).Credit Agreement FA Sub 3 Limited

Ownership of Borrower; Subsidiaries. (a) As of the Closing Date, the The authorized capital stock of the Borrower consists of 75,000,000 100,000 shares of common stock, $0.01 1.00 par value per share, of which 12,591,075 100,000 shares were are issued and were outstanding as of November 9, 2004 and 5,000,000 shares of preferred stock, $0.01 par value per share, of which none are outstanding. All of the outstanding capital stock of the Borrower has been validly issued, is fully paid and non-assessable. Except as set forth on Schedule 4.3 (Ownership assessable and is owned beneficially and of record by Group, free and clear of all Liens other than the Lien in favor of the Borrower; Subsidiaries), no Secured Parties created by this Agreement the Orders and the Liens securing the Prepetition Facilities Obligations . No Stock of the Borrower is subject to any option, warrant, right of conversion or purchase or any similar right, and there . There are no agreements or understandings to which the Borrower is a party with respect to the voting, sale or transfer of any shares of Stock of the Borrower or any post-petition agreement restricting the transfer or hypothecation of any such shares. (b) Set forth on Schedule 4.3 (Ownership of the Borrower; Subsidiaries) is a complete and accurate list showing, as of the Closing Date, all Subsidiaries of Group on the Borrower anddate hereof, showing (as to each such Subsidiary, ) the jurisdiction of its incorporation or organization, the number of shares of each class of its Stock authorized (if applicable)or Stock Equivalents authorized, the number outstanding on the Closing Date and the number outstanding, on the date hereof and the percentage of the outstanding shares of each such class of its Stock or Stock Equivalents owned (directly or indirectly) by such Loan Party and the Borrowernumber of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the date hereof. All of the outstanding Stock or Stock Equivalents in each Loan Party's Subsidiaries have been validly issued, is fully paid and non-assessable and is owned by such Loan Party or one or more of its Subsidiaries (except as described on Schedule 4.3) free and clear of all Liens, except those created under the Loan Documents, the Liens securing the Prepetition Facilities Obligations and the Orders. No Stock of any Subsidiary of the Borrower Group is subject to any outstanding option, warrant, right of conversion or purchase of or any similar right. All of the outstanding Stock of each Subsidiary of the Borrower owned (directly or indirectly) by the Borrower has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower or a Subsidiary of the Borrower, free and clear of all Liens (other than the Lien in favor of the Secured Parties created pursuant to a Security Agreement), options, warrants, rights of conversion or purchase or any similar rights. Neither the Borrower Group nor any such Subsidiary is a party to, or has knowledge of, any post-petition agreement restricting the transfer or hypothecation of any Stock of any CREDIT AGREEMENT CONSTAR INTERNATIONAL INC. such Subsidiary, other than the Loan Documents. The Borrower Group does not own or hold, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 8.3 (Investments)8.3.

Ownership of Borrower; Subsidiaries. (a) As of the Closing Date, the The authorized capital stock of the Borrower consists of 75,000,000 67,000,000 shares of common stock, $0.01 par value per share, of which 12,591,075 27,878,787 shares were are issued and were outstanding as of November 9outstanding, 2004 and 5,000,000 3,000,000 shares of preferred stock, $0.01 par value per share, of which none no shares are issued and outstanding. All of the outstanding capital stock of the Borrower has been validly issued, is fully paid and non-assessableassessable and 91.75% is owned beneficially and of record by TOI, free and clear of all Liens. Except as set forth on Schedule 4.3 (Ownership of the Borrower; Subsidiaries)4.3, no Stock of the Borrower is subject to any option, warrant, right of conversion or purchase or any similar right, and there . There are no agreements or understandings to which the Borrower is a party with respect to the voting, sale or transfer of any shares of Stock of the Borrower or any agreement restricting the transfer or hypothecation of any such shares. (b) Set forth on Schedule 4.3 (Ownership of the Borrower; Subsidiaries) is a complete and accurate list showing, as of the Closing Date, all Subsidiaries of the Borrower and, as to each such Subsidiary, the jurisdiction of its organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower. No Except as set forth on Schedule 4.3, no Stock of any Subsidiary of the Borrower is subject to any outstanding option, warrant, right of conversion or purchase of or any similar right. All of the outstanding Stock of each Subsidiary of the Borrower owned (directly or indirectly) by the Borrower has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower or a Subsidiary of the Borrower, free and clear of all Liens (other than the Lien in favor of the Secured Parties created pursuant to a Security the Pledge Agreement), options, warrants, rights of conversion or purchase or any similar rights. Neither the Borrower nor any such Subsidiary is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any CREDIT AGREEMENT CONSTAR INTERNATIONAL INC. such Subsidiary, other than the Loan Documents. The Borrower does not own or hold, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 8.3 (Investments).

Ownership of Borrower; Subsidiaries. (a) Schedule 4.3(a) (Borrower Information) sets forth as of the Closing Date the name, address of principal place of business and taxpayer identification number of the Borrower. As of the Closing Date, the authorized capital stock of the Borrower consists of 75,000,000 shares of common stock, $0.01 par value per share, of which 12,591,075 shares were issued and were outstanding as of November 9, 2004 and 5,000,000 shares of preferred stock, $0.01 par value per share, of which none are outstanding. All Control Group collectively owns at least 65% of the outstanding capital stock of the Borrower has been validly issued, is fully paid and non-assessable. Except as set forth on Schedule 4.3 (Ownership Voting Stock of the Borrower; Subsidiaries), no Stock of the Borrower is subject to any option, warrant, right of conversion or purchase or any similar right, and there . There are no agreements or understandings to which either the Borrower or any Guarantor is a party with respect to the voting, sale or transfer of any shares Stock of Stock any Subsidiary of the Borrower set forth on Schedule 4.3(b) (Ownership of Subsidiaries) or any agreement restricting the transfer or hypothecation of any such sharesStock. (b) On the Closing Date, the authorized capital Stock of DataPath, Inc. consists of (i) 50,000,000 shares of common stock, no par value per share, of which 30,000,000 shares are issued and outstanding and (ii) 5,000,000 shares of preferred stock, no par value per share, of which no shares are issued and outstanding. Set forth on Schedule 4.3 4.3(b) (Ownership of the Borrower; Subsidiaries) is a complete and accurate list showing, as of the Closing Date, all Subsidiaries of the Borrower and, as to each such Subsidiary, the jurisdiction of its organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower. No Except as set forth on Schedule 4.3 (a) (Borrower Information), no Stock of or any Subsidiary of the Borrower is subject to any outstanding option, warrant, right of conversion or purchase of any similar right. All of the outstanding Stock of each Subsidiary of the Borrower owned (directly or indirectly) by the Borrower has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower or a Subsidiary of the Borrower, free and clear of all Liens (other than the Lien in favor of the Secured Parties created pursuant to a the Pledge and Security AgreementAgreement and any other Liens permitted by Section 8.2 hereof), options, warrants, rights of conversion or purchase or any similar rights. Neither the Borrower nor any such Subsidiary is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any CREDIT AGREEMENT CONSTAR INTERNATIONAL INC. such Subsidiary, other than the Loan Documents. The Borrower does not own or hold, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 8.3 (Investments).

Ownership of Borrower; Subsidiaries. (a) As of the Closing Effective Date, the authorized capital stock of the Borrower consists of 75,000,000 67,000,000 shares of common stock, $0.01 par value per share, of which 12,591,075 27,889,036 shares were are issued and were outstanding as of November 9outstanding, 2004 and 5,000,000 3,000,000 shares of preferred stock, $0.01 par value per share, of which none no shares are issued and outstanding. All As of the Effective Date, all of the outstanding capital stock of the Borrower has been validly issued, is fully paid and non-assessableassessable and 91.72% is owned beneficially and of record by TOI, free and clear of all Liens. Except as set forth on Schedule 4.3 (Ownership of the Borrower; Subsidiaries)4.3, no Stock of the Borrower is subject to any option, warrant, right of conversion or purchase or any similar right, and there . There are no agreements or understandings to which the Borrower is a party with respect to the voting, sale or transfer of any shares of Stock of the Borrower or any agreement restricting the transfer or hypothecation of any such shares. (b) Set forth on Schedule 4.3 (Ownership of the Borrower; Subsidiaries) is a complete and accurate list showing, as of the Closing Effective Date, all Subsidiaries of the Borrower and, as to each such Subsidiary, the jurisdiction of its organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Effective Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower. No Except as set forth on Schedule 4.3, no Stock of any Subsidiary of the Borrower is subject to any outstanding option, warrant, right of conversion or purchase of or any similar right. All of the outstanding Stock of each Subsidiary of the Borrower owned (directly or indirectly) by the Borrower has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower or a Subsidiary of the Borrower, free and clear of all Liens (other than the Lien in favor of the Secured Parties created pursuant to a Security the Pledge Agreement), options, warrants, rights of conversion or purchase or any similar rights. Neither the Borrower nor any such Subsidiary is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any CREDIT AGREEMENT CONSTAR INTERNATIONAL INC. such Subsidiary, other than the Loan Documents. The Borrower does not own or hold, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 8.3 (Investments).

Ownership of Borrower; Subsidiaries. (a) As of the Closing Datedate hereof, the authorized capital stock of the Borrower consists of 75,000,000 50,000,000 shares of common stock, $0.01 par value $1.00 per share, of which 12,591,075 20,204,111 shares were are issued and were outstanding as of November 9, 2004 and 5,000,000 shares of preferred stock, $0.01 par value per share, of which none are outstanding. All of the outstanding capital stock of the Borrower has been validly issued, is fully paid and non-assessable. Except as set forth on Schedule 4.3 (Ownership As of the Borrower; Subsidiaries)date hereof, no Stock of the Borrower is subject to any option, warrant, right of conversion or purchase or any similar right, and there are no agreements or understandings to which the Borrower is a party with respect to the voting, sale or transfer of any shares of Stock of the Borrower or any agreement restricting the transfer or hypothecation of any such shares. Schedule 4.3(a) (Borrower Information) sets forth as of the date hereof the name, address of principal place of business and taxpayer identification number of the Borrower. (b) Set forth on Schedule 4.3 4.3(b) (Ownership of the Borrower; Subsidiaries) is a complete and accurate list showing, as of the Closing Date, all Subsidiaries of the Borrower and, as to each such Subsidiary, the jurisdiction of its organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower, and separately identifying each Immaterial Subsidiary. No Stock of any Subsidiary of the Borrower is subject to any outstanding option, warrant, right of conversion or purchase of any similar right. All of the outstanding Stock of each Subsidiary of the Borrower owned (directly or indirectly) by the Borrower has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower or a Subsidiary of the Borrower, free and clear of all Liens (other than the Lien in favor of the Secured Parties created pursuant to a the Pledge and Security Agreement), options, warrants, rights of conversion or purchase or any similar rights. Neither the Borrower nor any such Subsidiary is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any CREDIT AGREEMENT CONSTAR INTERNATIONAL INC. such Subsidiary, other than the Loan Documents. The Borrower does not own or hold, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 8.3 (Investments). No Immaterial Subsidiary has more than $100,000 in assets on a Consolidated basis, or is engaged in any business activity.

Ownership of Borrower; Subsidiaries. (a) As of Holdings has no direct Subsidiary other than the Closing Date, the Borrower. The authorized capital stock of the Borrower consists of 75,000,000 100 shares of common stock, $0.01 par value per share, of which 12,591,075 100 shares were are issued and were outstanding as of November 9, 2004 and 5,000,000 shares of preferred stock, $0.01 par value per share, of which none are outstanding. All of the outstanding capital stock of the Borrower has been validly issued, is fully paid and non-assessable. Except as set forth on Schedule 4.3 (Ownership assessable and is owned beneficially and of record by Holdings, free and clear of all Liens other than the Lien in favor of the Borrower; Subsidiaries), no Stock of Secured Parties created by the Borrower is subject to any option, warrant, right of conversion or purchase or any similar right, and there Security Agreement. There are no agreements or understandings to which the Borrower is a party with respect to the voting, sale or transfer of any shares of Capital Stock of the Borrower or any agreement restricting the transfer or hypothecation of any such shares. (b) Set forth on Schedule 4.3 (Ownership of Except as disclosed to the Borrower; Subsidiaries) is a complete and accurate list showing, as of Administrative Agent by the Borrower in writing from time to time after the Closing Date, all Subsidiaries (i) Schedule 4.15 sets forth the name and jurisdiction of incorporation of each Subsidiary of the Borrower and, as to each such Subsidiary, the jurisdiction of its organization, the number of shares of each class of Capital Stock authorized (if applicable), the number outstanding on the Closing Date and the number and percentage of the each class of Capital Stock owned by any Loan Party or any Subsidiary thereof and (ii) there are no outstanding shares subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors' qualifying shares) of each such class owned (directly or indirectly) by the Borrower. No any nature relating to any Capital Stock of the Borrower or any Subsidiary of the Borrower is subject to any outstanding optionBorrower, warrant, right of conversion or purchase of any similar rightexcept as created by the Loan Documents. All of the outstanding Capital Stock of each Subsidiary of the Borrower owned (directly or indirectly) by the Borrower has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower or a Subsidiary of the Borrower, free and clear of all Liens (other than the Lien in favor of the Secured Parties created pursuant to a the Security Agreement), options, warrants, rights of conversion or purchase or any similar rights. Neither the Borrower nor any such Subsidiary of the Borrower is a party to, or has knowledge of, any material agreement materially restricting the transfer or hypothecation of any Stock of any CREDIT AGREEMENT CONSTAR INTERNATIONAL INC. such Subsidiary, other than the Loan Documents. The Neither Holdings, the Borrower does not own nor any of its Subsidiaries owns or holdholds, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 8.3 (Investments)6.8. Each Subsidiary of the Borrower is a Wholly Owned Subsidiary.

Ownership of Borrower; Subsidiaries. (a) As of the Closing Date, the The total authorized capital stock of the Borrower consists of 75,000,000 125,000,000 shares, of which 20,000,000 shares are preferred stock, $0.01 par value per share, none of which is outstanding, and 105,000,000 shares are common stock, $0.01 par value per share, of which 12,591,075 31,604,777 shares were are issued and were outstanding as of November 9, 2004 and 5,000,000 shares of preferred stock, $0.01 par value per share, of which none are outstanding. All of the outstanding capital stock of the Borrower has been validly issued, is fully paid and non-assessable. Except as set forth on Schedule 4.3 (Ownership of the Borrower; Subsidiaries)4.3, no Stock of the Borrower is subject to any option, warrant, right of conversion or purchase or any similar right. Except as set forth on Schedule 4.3, and there are no agreements or understandings to which the Borrower is a party with respect to the voting, sale or transfer of any shares of Stock of the Borrower or any agreement restricting the transfer or hypothecation of any such shares. (b) Set forth on Schedule 4.3 (Ownership of the Borrower; Subsidiaries) is a complete and accurate list showing, as of the Closing Date, all Subsidiaries of the Borrower and, as to each such Subsidiary, the jurisdiction of its organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date and the number and percentage of the outstanding shares of each such class of Stock owned (directly or indirectly) by the Borrower. No Except as set forth on Schedule 4.3, no Stock of or any Subsidiary of the Borrower is subject to any outstanding option, warrant, right of conversion or purchase of or any similar right. All Except as set forth on Schedule 4.3, all of the outstanding Stock of each Subsidiary of the Borrower owned (directly or indirectly) by the Borrower has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower or a Subsidiary of the Borrower, free and clear of all Liens (other than the Lien in favor of the Secured Parties created pursuant to a Security Agreement)Liens, options, warrants, rights of conversion or purchase or any similar rights. Neither Except as set forth on Schedule 4.3, neither the Borrower nor any such Subsidiary is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any CREDIT AGREEMENT CONSTAR INTERNATIONAL INC. such Subsidiary, other than the Loan Documents and the Existing Debt Documents. The Borrower does not own or hold, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 8.3 (Investments)7.3.

Ownership of Borrower; Subsidiaries. (a) As of the date hereof, and after giving effect to the transactions contemplated on the Closing Date, the authorized capital stock of the Borrower consists of 75,000,000 (i) 20,000 shares of common stock, $0.01 par value per share, of which 12,591,075 1,008 shares were are issued and were outstanding as of November 9, 2004 and 5,000,000 (ii) 82,500 shares of preferred stock, $0.01 par value per shareSeries A Preferred Stock, of which none 54,300 shares are issued and outstanding. All of the outstanding capital stock of the Borrower has been validly issued, is fully paid and non-assessable. Except as set forth assessable and is owned beneficially and of record by the Persons listed on Schedule 4.3 (Ownership of the Borrower; Subsidiaries), no 4.9(c) . No Stock of the Borrower is subject to any option, warrant, right of conversion or purchase or any similar right, and there . There are no agreements or understandings to which the Borrower is a party with respect to the voting, sale or transfer of any shares of Stock of the Borrower or any agreement restricting the transfer or hypothecation of any such shares. (b) Set forth on Schedule 4.3 (Ownership Each of the Borrower; Subsidiaries) ’s Subsidiaries is a complete corporation or other legal entity duly incorporated or organized, validly existing and accurate list showingin good standing under the laws of its jurisdiction of organization, and has all corporate or other organizational powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted. (c) Schedule 4.9(c) lists (i) all of the Subsidiaries of the Borrower as of the Closing Date, all Subsidiaries of the Borrower and, (ii) as to each such Subsidiary, the jurisdiction of its organization, and (iii) as to each Domestic Subsidiary and each first-tier Foreign Subsidiary, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date and Date, the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the BorrowerBorrower and the direct parent thereof. No Stock of any Subsidiary of the Borrower is subject to any outstanding option, warrant, right of conversion or purchase of any similar right. All of the outstanding Stock of each Subsidiary of the Borrower owned (directly or indirectly) by the Borrower has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower or a Subsidiary of the Borrower, free and clear of all Liens (other than the Lien Liens in favor of the New Senior Secured Parties created pursuant to a Security AgreementNote Trustee and the Existing Senior Secured Note Trustee), options, warrants, rights of conversion or purchase or any similar rights. Neither the Borrower nor any such Subsidiary is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any CREDIT AGREEMENT CONSTAR INTERNATIONAL INC. such Subsidiary, other than the Loan Documents, the New Senior Secured Note Documents and the Existing Senior Secured Note Documents. The Borrower does not own or hold, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 8.3 6.6. Each Domestic Subsidiary of the Borrower is a Guarantor, and each Guarantor is a direct or indirect Subsidiary of the Borrower. (Investments)d) Distributors Recycling, Inc. is a De Minimis Subsidiary.

Ownership of Borrower; Subsidiaries. (a) As of the Closing Date, the authorized capital stock of the Borrower consists of 75,000,000 200,000,000 shares of common stock, $0.01 par value per share, of which 12,591,075 23,697,787 shares were are issued and were outstanding as of November 9, 2004 and 5,000,000 shares of preferred stock, $0.01 par value per share, of which none are outstanding. All of the outstanding capital stock of the Borrower has been validly issued, is fully paid and non-assessable. Except as set forth on Schedule 4.3 (Ownership As of the Borrower; Subsidiaries)Closing Date, no Stock of the Borrower is subject to any option, warrant, right of conversion or purchase or any similar rightright except as disclosed in the Disclosure Documents. As of the Closing Date, and there are no agreements or understandings to which the Borrower is a party with respect to the voting, sale or transfer of any shares of Stock of the Borrower or any agreement restricting the transfer or hypothecation of any such shares. 2ND LIEN CREDIT AGREEMENT KNOLOGY, INC. (b) Set forth on Schedule 4.3 (Ownership of the Borrower; Subsidiaries) is a complete and accurate list showing, as of the Closing Date, all Subsidiaries of the Borrower and, as to each such Subsidiary, the jurisdiction of its organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower. No Stock of or any Subsidiary of the Borrower is subject to any outstanding option, warrant, right of conversion or purchase of any similar right. All of the outstanding Stock of each Subsidiary of the Borrower owned (directly or indirectly) by the Borrower has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower or a Subsidiary of the Borrower, free and clear of all Liens (other than the Lien in favor of the Secured Parties created pursuant to a the Pledge and Security Agreement), options, warrants, rights of conversion or purchase or any similar rights. Neither the Borrower nor any such Subsidiary is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any CREDIT AGREEMENT CONSTAR INTERNATIONAL INC. such Subsidiary, other than the Loan Documents. The Borrower does not own or hold, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 8.3 (Investments).

Ownership of Borrower; Subsidiaries. (a) As of the Closing Date, the The authorized capital stock of the Borrower consists of 75,000,000 (i) 100,050,000 shares of common stock, $0.01 .01 par value per share, of which 12,591,075 97,348 shares were are issued and were outstanding as of November 9outstanding, 2004 and 5,000,000 (ii) 335,650 shares of Series A redeemable preferred stock, $0.01 .01 par value per share, of which none 334,894 shares are issued and outstanding and (iii) 8,000 shares of Series M redeemable preferred stock, $.01 par value per share, of which 8,000 shares are issued and outstanding. All of the outstanding capital stock of the Borrower has been validly issued, is fully paid and non-assessable. Except as set forth on Schedule 4.3 (Ownership of the Borrower; Subsidiaries), no No Stock of the Borrower is subject to any option, warrant, right of conversion or purchase or any similar right. Except as disclosed on Schedule 4.3, and there are no agreements or understandings to which the Borrower is a party with respect to the voting, sale or transfer of any shares of Stock of the Borrower or any agreement restricting the transfer or hypothecation of any such shares. (b) Set forth on Schedule 4.3 (Ownership of the Borrower; Subsidiaries) hereto is a complete and accurate list showinglist, as of the Closing DateDate and on each date contemplated in Section 3.2, of all Subsidiaries of the Borrower and, as to each such Subsidiary, the exact legal name, jurisdiction of its incorporation or organization, taxpayer identification number, if applicable, jurisdictional identification number, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the BorrowerBorrower and any other owner. No Stock of any Subsidiary of the Borrower is subject to any outstanding option, warrant, right of conversion or purchase of or any similar right. All of the outstanding Stock of each Subsidiary of the Borrower owned (directly or indirectly) by the Borrower (including the Pledged Stock) has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower or a Subsidiary of the Borrower, free and clear of all Liens except those created under the Loan Documents, the Liens securing the Prepetition Secured Facilities Obligations (other than to the Lien in favor of extent disclosed on Schedule 8.2) and the Secured Parties created pursuant to a Security AgreementOrders), options, warrants, rights of conversion or purchase or any similar rights. Neither the Borrower nor any such Subsidiary is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any CREDIT AGREEMENT CONSTAR INTERNATIONAL INC. such Subsidiary, other than the Loan Documents and the Prepetition Secured Facilities Documents. The Borrower does not own or hold, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments listed on Schedule 4.3 and permitted by Section 8.3 (Investments)8.3.

Ownership of Borrower; Subsidiaries. (a) As of the Closing Date, the The authorized capital stock of the Borrower consists of 75,000,000 (i) 260,000 shares of common stock, par value $0.01 par value per share, of which 12,591,075 100 shares were are issued and were outstanding as outstanding. The authorized capital stock of November 9, 2004 and 5,000,000 the Parent consists of (i) 1,000 shares of preferred common stock, par value $0.01 par value per share, of which none 100 shares are issued and outstanding. The equity ownership of the Ultimate Parent consists of 1,230,765.49 units of membership of which 1,059,080.00 are class A units and 171,685.49 are class B units. Of such class B units, 92,387.93 are time vesting and 79,297.56 are target vesting. All of the outstanding capital stock of the Borrower (the “Borrower Stock”) and all of the outstanding capital stock of the Parent (the “Parent Stock”) has been validly issued, is fully paid and non-assessableassessable and is owned beneficially and of record by Parent (in the case of the Borrower Stock) or by the Ultimate Parent (in the case of the Parent Stock), free and clear of all Liens other than the Lien in favor of the Administrative Agent created by this Agreement and the Orders and, solely in the case of the Borrower Stock, the Liens securing the Prepetition Credit Agreement. Except as set forth on Schedule 4.3 (Ownership No Stock of the Borrower; Subsidiaries), no Stock of the Borrower Parent or of the Ultimate Parent is subject to any option, warrant, right of conversion or purchase or any similar right. Except as disclosed on Schedule 4.3, and there are no agreements or understandings to which the Borrower Borrower, the Parent or the Ultimate Parent is a party with respect to the voting, sale or transfer of any shares of Stock of the Borrower or the Parent or any agreement restricting the transfer or hypothecation of any such shares. (b) Set forth on Schedule 4.3 (Ownership of the Borrower; Subsidiaries) hereto is a complete and accurate list showinglist, as of the Closing DateDate and on each date contemplated in Section 3.2, of all Subsidiaries of the Borrower Ultimate Parent and, as to each such Subsidiary, the exact legal name, jurisdiction of its incorporation or organization, taxpayer identification number, if applicable, jurisdictional identification number, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the BorrowerUltimate Parent, the Parent, the Borrower and any other owner. No Stock of any Subsidiary of the Borrower Ultimate Parent is subject to any outstanding option, warrant, right of conversion or purchase of or any similar right. All of the outstanding Stock of each Subsidiary of the Borrower Ultimate Parent owned (directly or indirectly) by the Borrower Ultimate Parent (including the Pledged Stock) has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower Ultimate Parent or a Subsidiary of the BorrowerUltimate Parent, free and clear of all Liens except those created under the Loan Documents, the Liens securing the Prepetition Credit Agreement Obligations (other than to the Lien in favor extent disclosed on Schedule 8.2) and the Orders. None of the Secured Parties created pursuant to a Security Agreement)Ultimate Parent, optionsthe Parent, warrants, rights of conversion or purchase or any similar rights. Neither the Borrower nor any such Subsidiary is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any CREDIT AGREEMENT CONSTAR INTERNATIONAL INC. such Subsidiary, other than the Loan Documents. The Borrower does not own or hold, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 8.3 (Investments).NY 72168370v12

Ownership of Borrower; Subsidiaries. (a) As of the Closing Date, The Disclosure Documents set forth the authorized capital stock of the Borrower consists of 75,000,000 shares of common stock, $0.01 par value per share, of which 12,591,075 shares were and issued and were outstanding as of November 9, 2004 and 5,000,000 shares of preferred stock, $0.01 par value per share, of which none are outstanding. All of the outstanding capital stock of the Borrower has been validly issuedBorrower, is fully paid and non-assessablethe ownership thereof by TOSA. Except as set forth on Schedule 4.3 (Ownership of the Borrower; Subsidiaries)SCHEDULE 4.3, no Stock of the Borrower is subject to any option, warrant, right of conversion or purchase or any similar right, and there . There are no agreements or understandings to which the Borrower is a party with respect to the voting, sale or transfer of any shares of Stock of the Borrower or any agreement restricting the transfer or hypothecation of any such shares, other than those set forth on SCHEDULE 4.3. (b) Set forth on Schedule SCHEDULE 4.3 (Ownership of the Borrower; Subsidiaries) is a complete and accurate list showing, as of the Closing Effective Date, all Restricted Subsidiaries of the Borrower and, as to each such Subsidiary, the jurisdiction of its organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Effective Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower. No Except as set forth on SCHEDULE 4.3, no Stock of any Restricted Subsidiary of the Borrower is subject to any outstanding option, warrant, right of conversion or purchase of or any similar right. All of the outstanding Stock of each Restricted Subsidiary of the Borrower owned (directly or indirectly) by the Borrower has been validly issued, is fully paid and non-assessable (to the extent applicable) and and, as of the Effective Date, is owned by the Borrower or a Restricted Subsidiary of the Borrower, free and clear of all Liens (other than the Lien in favor of the Secured Parties created pursuant to a Security Agreement), options, warrants, rights of conversion or purchase or any similar rightsLiens. Neither the Borrower nor any such Restricted Subsidiary is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any CREDIT AGREEMENT CONSTAR INTERNATIONAL INC. such Restricted Subsidiary, other than (i) the Loan DocumentsDocuments and (ii) such customary restrictions related to the interest of the Borrower and its Restricted Subsidiaries in limited liability companies or partnerships. The Borrower does not own or hold, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 8.3 (Investments)7.2, which Investments are set forth on SCHEDULE 4.3.

Ownership of Borrower; Subsidiaries. (a) As of the Closing Date, the The authorized capital stock Stock of the Borrower consists of 75,000,000 10,000 shares of common stock, $0.01 1.00 par value per share, of which 12,591,075 100 shares were are issued and were outstanding as of November 9, 2004 and 5,000,000 shares of preferred stock, $0.01 par value per share, of which none are outstanding. All of the outstanding capital stock Stock of the Borrower has been validly issued, is fully paid and non-assessableassessable and is owned beneficially and of record by the Parent, free and clear of all Liens other than the Liens granted to the Collateral Agent pursuant to the Pledge Agreement. Except as set forth on Schedule 4.3 (Ownership No authorized but unissued and no treasury shares of the Borrower; Subsidiaries), no Stock of the Borrower is are subject to any option, warrant, right of conversion or purchase or of any similar right, and there . There are no agreements or understandings to which the Borrower is a party with respect to the voting, sale or transfer of any shares of Stock of the Borrower or any agreement restricting the transfer or hypothecation of any such sharesBorrower. (b) Set forth on Schedule 4.3 4.8 (Ownership of as such Schedule may be amended by the Borrower; SubsidiariesBorrower from time to time) is a complete and accurate list showing, as of the Closing Date, showing all Subsidiaries of the Borrower and, as to each such Subsidiary, the jurisdiction of its organizationincorporation, the number of shares of each class of Stock authorized (if applicable)authorized, the number outstanding on the Closing Date and the number outstanding, on the date hereof and the percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower. No Except as set forth on Schedule 4.8 (as such Schedule may be amended by the Borrower from time to time), and except in connection with Permitted Investments, no Stock of any Subsidiary of the Borrower is subject to any outstanding option, warrant, right of conversion or purchase of or any similar right. All of the outstanding Stock of each such Subsidiary of the Borrower owned (directly or indirectly) by the Borrower has been validly issued, is fully paid and non-assessable (to the extent applicable) nonassessable and is owned by the Borrower or a Subsidiary of the Borrower, free and clear of all Liens (other than Liens granted to the Lien in favor of the Secured Parties created Collateral Agent pursuant to a Security Agreement), options, warrants, rights of conversion or purchase or any similar rightsthe Collateral Documents. Neither the Borrower nor any such Subsidiary is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock shares of any CREDIT AGREEMENT CONSTAR INTERNATIONAL INC. such Subsidiary's Stock, other than the Loan DocumentsDocuments and the Indenture. The As of the Closing Date, the Borrower does not own or hold, directly or indirectly, any Stock of or equity security of, or any equity interest in, any Person other than such Subsidiaries and Investments permitted by Section 8.3 (Investments)Subsidiaries.

Ownership of Borrower; Subsidiaries. (a) As of the Closing Date, the authorized capital stock of the Borrower consists of 75,000,000 shares of common stock, $0.01 par value per share, of which 12,591,075 shares were issued and were outstanding as of November 9, 2004 and 5,000,000 shares of preferred stock, $0.01 par value per share, of which none are outstanding. All of the outstanding capital stock of the Borrower has been is validly issued, is fully paid and non-assessable. Except as set forth on Schedule 4.3 (Ownership of the Borrower; Subsidiaries), no No Stock of the Borrower is subject to any option, warrant, right of conversion or purchase or any similar rightright other than the Warrants and the Stock Options. Other than the Warrant Agreements and the Stock Option Agreement, and there are no agreements or understandings to which the Borrower is a party with respect to the voting, sale or transfer of any shares of Stock of the Borrower or any agreement restricting the transfer or hypothecation of any such shares. (b) Set forth on Schedule 4.3 (Ownership of the Borrower; Subsidiaries) is a complete and accurate list showing, as of the Closing Effective Date, all Subsidiaries of the Borrower and, as to each such Subsidiary, the jurisdiction of its organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Effective Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower. No Stock of or any Subsidiary of the Borrower is subject to any outstanding option, warrant, right of conversion or purchase of any similar right. All of the outstanding Stock of each Subsidiary of the Borrower owned (directly or indirectly) by the Borrower has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower or a Subsidiary of the Borrower, free and clear of all Liens (other than the Lien in favor of the Secured Parties created pursuant to a the Pledge and Security Agreement), options, warrants, rights of conversion or purchase or any similar rights. Neither the Borrower nor any such Subsidiary is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any CREDIT AGREEMENT CONSTAR INTERNATIONAL INC. such Subsidiary, other than the Loan Documents. The Borrower does not own or hold, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 8.3 (Investments).

Ownership of Borrower; Subsidiaries. (a) As of the Closing Date, the authorized capital stock of the Borrower consists of 75,000,000 200,000,000 shares of common stock, $0.01 par value per share, of which 12,591,075 23,697,787 shares were are issued and were outstanding as of November 9, 2004 and 5,000,000 shares of preferred stock, $0.01 par value per share, of which none are outstanding. All of the outstanding capital stock of the Borrower has been validly issued, is fully paid and non-assessable. Except as set forth on Schedule 4.3 (Ownership As of the Borrower; Subsidiaries)Closing Date, no Stock of the Borrower is subject to any option, warrant, right of conversion or purchase or any similar rightright except as disclosed in the Disclosure Documents. As of the Closing Date, and there are no agreements or understandings to which the Borrower is a party with respect to the voting, sale or transfer of any shares of Stock of the Borrower or any agreement restricting the transfer or hypothecation of any such shares. (b) Set forth on Schedule 4.3 (Ownership of the Borrower; Subsidiaries) is a complete and accurate list showing, as of the Closing Date, all Subsidiaries of the Borrower and, as to each such Subsidiary, the jurisdiction of its organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower. No Stock of or any Subsidiary of the Borrower is subject to any outstanding option, warrant, right of conversion or purchase of any similar right. All of the outstanding Stock of each Subsidiary of the Borrower owned (directly or indirectly) by the Borrower has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower or a Subsidiary of the Borrower, free and clear of all Liens (other than the Lien in favor of the Secured Parties created pursuant to a the Pledge and Security Agreement), options, warrants, rights of conversion or purchase or any similar rights. Neither the Borrower nor any such Subsidiary is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any CREDIT AGREEMENT CONSTAR INTERNATIONAL INC. such Subsidiary, other than the Loan Documents. The Borrower does not own or hold, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 8.3 (Investments). CREDIT AGREEMENT KNOLOGY, INC.

Ownership of Borrower; Subsidiaries. (ai) As The authorized Stock of the Closing Date, the authorized capital stock of the Borrower Cellu Tissue consists of 75,000,000 1,000 shares of common stock, $0.01 par value per share, of which 12,591,075 100 shares were are issued and were outstanding as of November 9, 2004 and 5,000,000 shares of preferred stock, $0.01 par value per share, of which none are outstanding. All of the outstanding capital stock Stock of the Borrower Cellu Tissue has been validly issued, is fully paid and non-assessableassessable and is owned beneficially and of record by Parent, free and clear of all Liens. Except as set forth on Schedule 4.3 7 (Ownership of the Borrower; Subsidiaries), no Stock of the Borrower Cellu Tissue is subject to any option, warrant, right of conversion or purchase or any similar right, and there . There are no agreements or understandings to which the Borrower Cellu Tissue is a party with respect to the voting, sale or transfer of any shares of Stock of the Borrower or any agreement restricting the transfer or hypothecation of any such shares. (bii) Set forth on Schedule 4.3 7 (Ownership of the Borrower; Subsidiaries) to this Financing Agreement is a complete and accurate list showing, as of the Closing Date, all Subsidiaries of the Borrower each Loan Party and, as to each such Subsidiary, the jurisdiction of its organization, the number of shares of each class of Stock stock authorized (if applicable), the number outstanding on the Closing Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrowersuch Loan Party. No Stock stock of any Subsidiary of the Borrower Parent is subject to any outstanding option, warrant, right of conversion or purchase of any similar right. All of the outstanding Stock stock of each Subsidiary of the Borrower Parent owned (directly or indirectly) by the Borrower Parent has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower Parent or a Subsidiary of the BorrowerParent, free and clear of all Liens (other than (i) with respect to each Loan Party, the Lien in favor of the Agent, on behalf of the Secured Parties Parties, created by the applicable Pledge and Security Agreement and the Lien granted to the Notes Collateral Agent pursuant to a Security Agreementthe Notes Documents), options, warrants, rights of conversion or purchase or any similar rights. Neither the Borrower Parent nor any such Subsidiary is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock stock of any CREDIT AGREEMENT CONSTAR INTERNATIONAL INC. such Subsidiary, other than the Loan Documents and the Notes Documents. The Borrower . (iii) Parent does not own or hold, directly or indirectly, any Stock stock of any Person other than such Subsidiaries and Investments permitted by Section 8.3 (Investments)Subsidiaries.

Ownership of Borrower; Subsidiaries. (a) As of the Closing Effective Date, the authorized capital stock of the Borrower consists of 75,000,000 10,000,000 shares of common stock, $0.01 par value per share, of which 12,591,075 3,500,000 shares were are issued and were outstanding as of November 9, 2004 and 5,000,000 shares of preferred stock, $0.01 par value per share, of which none are outstanding. All of the outstanding capital stock of the Borrower has been validly issued, is fully paid and non-assessable. Except as set forth assessable and is owned beneficially and of record by the Persons listed on Schedule 4.3 (Ownership of the Borrower; Subsidiaries4.9(c), no Stock of the Borrower is subject to any option, warrant, right of conversion or purchase or any similar right, and there . There are no agreements or understandings to which the Borrower is a party with respect to the voting, sale or transfer of any shares of Stock of the Borrower or any agreement restricting the transfer or hypothecation of any such shares. (b) Set forth on Schedule 4.3 (Ownership Each of the Borrower; Subsidiaries) ’s Subsidiaries is a complete corporation or other legal entity duly incorporated or organized, validly existing and accurate list showingin good standing under the laws of its jurisdiction of organization, and has all corporate or other organizational powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted. (c) Schedule 4.9(c) lists (i) all of the Closing Date, all Subsidiaries of the Borrower andas of the Effective Date, (ii) as to each such Subsidiary, the jurisdiction of its organizationorganization and (iii) as to each Domestic Subsidiary and each first-tier Foreign Subsidiary, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date and Effective Date, the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the BorrowerBorrower and the direct parent thereof. No Stock of any Subsidiary of the Borrower is subject to any outstanding option, warrant, right of conversion or purchase of any similar right, other than the Restructuring Warrants. All of the outstanding Stock of each Subsidiary of the Borrower owned (directly or indirectly) by the Borrower has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower or a Subsidiary of the Borrower, free and clear of all Liens (other than the Lien Liens in favor of the New Senior Secured Parties created pursuant to a Security AgreementNote Trustee and the Existing Senior Secured Note Trustee), options, warrants, rights of conversion or purchase or any similar rights. Neither the Borrower nor any such Subsidiary is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any CREDIT AGREEMENT CONSTAR INTERNATIONAL INC. such Subsidiary, other than the Loan Documents, the New Senior Secured Note Documents and the Existing Senior Secured Note Documents. The Borrower does not own or hold, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 8.3 (Investments).6.6