Exhibit 1.2 Constar International Inc. ___% Senior Subordinated Notes due 2012 Underwriting AgreementUnderwriting Agreement • November 7th, 2002 • Constar Inc • Miscellaneous plastics products • New York
Shares* Common Stock $0.01 par valueUnderwriting Agreement • November 7th, 2002 • Constar Inc • Miscellaneous plastics products • New York
ANDIndenture • November 7th, 2002 • Constar Inc • Miscellaneous plastics products • New York
EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 2002 • Constar Inc • Miscellaneous plastics products • Delaware
This Agreement (this “Agreement”), dated as of , 2002, is made by and between Constar International Inc., a Delaware corporation, having its principal offices at One Crown Way, Philadelphia, Pennsylvania 19154 (the “Company”), and Mr. Michael Hoffman (the “Executive”).
RESEARCH AND DEVELOPMENT AGREEMENTResearch and Development Agreement • November 7th, 2002 • Constar Inc • Miscellaneous plastics products • Pennsylvania
This RESEARCH AND DEVELOPMENT AGREEMENT (this “Agreement”) is entered into as of , 2002 between CarnaudMetalbox plc, a public limited company formed under the laws of England and Wales (“Carnaud”), Crown Cork & Seal Technologies Corporation (“Crown Technologies” and, collectively with Carnaud, the “Crown Entities”) and Constar, Inc., a Delaware corporation (“Constar, Inc.”).
CREDIT AGREEMENT Dated as of November [ ], 2002 among CONSTAR INTERNATIONAL INC., THE LENDERS REFERRED TO HEREIN and CITICORP NORTH AMERICA, INC., as Administrative Agent JPMORGAN CHASE BANK, as Documentation Agent and DEUTSCHE BANK SECURITIES INC.,...Credit Agreement • November 7th, 2002 • Constar Inc • Miscellaneous plastics products • New York
CREDIT AGREEMENT (this “Agreement”) dated as of November [ ], 2002, among CONSTAR INTERNATIONAL INC., a Delaware corporation (the “Borrower”); the financial institutions listed on Schedule 2.01, as such Schedule may from time to time be supplemented and amended (the “Lenders”); and CITICORP NORTH AMERICA, INC. as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, JPMORGAN CHASE BANK (“JPMORGAN”) as documentation agent (in such capacity, the “Documentation Agent”), DEUTSCHE BANK SECURITIES INC. (“DBSI”) as syndication agent (in such capacity, the “Syndication Agent”) and SALOMON SMITH BARNEY INC. (“SSBI”) and DBSI as joint lead arrangers and joint bookrunners (the “Joint Lead Arrangers”).
CORPORATE AGREEMENTCorporate Agreement • November 7th, 2002 • Constar Inc • Miscellaneous plastics products • Pennsylvania
THIS CORPORATE AGREEMENT (“Agreement”) is entered into as of , 2002, by and between CONSTAR INTERNATIONAL INC., a Delaware corporation (“Constar”), and CROWN CORK & SEAL COMPANY, INC., a Pennsylvania corporation (“Crown”).
SECURITY AGREEMENT By CONSTAR INTERNATIONAL INC. and THE DOMESTIC SUBSIDIARIES PARTY HERETO, as Grantors and CITICORP NORTH AMERICA, INC., as Collateral AgentSecurity Agreement • November 7th, 2002 • Constar Inc • Miscellaneous plastics products • New York
SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of November , 2002 among CONSTAR INTERNATIONAL INC., a Delaware corporation (the “Borrower”), each Domestic Subsidiary of the Borrower listed on Schedule I hereto (collectively, together with each Domestic Subsidiary that becomes a party hereto pursuant to Section 7.15 of this Agreement, the “Subsidiary Guarantors” and, together with BORROWER, the “Grantors”) and CITICORP NORTH AMERICA, INC., as collateral agent (in such capacity, and together with any successors in such capacity, the “Collateral Agent”) for the Secured Parties (as defined herein).
PLEDGE AGREEMENT By CONSTAR INTERNATIONAL INC. and THE DOMESTIC SUBSIDIARIES PARTY HERETO, as Pledgors and CITICORP NORTH AMERICA, INC., as Collateral AgentPledge Agreement • November 7th, 2002 • Constar Inc • Miscellaneous plastics products • New York
PLEDGE AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of November , 2002, among CONSTAR INTERNATIONAL INC., a Delaware corporation (the “Borrower”), each Domestic Subsidiary of Borrower listed on Schedule I hereto (collectively, together with each Domestic Subsidiary that becomes a party hereto pursuant to Section 24 of this Agreement, the “Subsidiary Guarantors” and, together with Borrower, the “Pledgors”) and CITICORP NORTH AMERICA, INC., as collateral agent (in such capacity, and together with any successors in such capacity, the “Collateral Agent”) for the Secured Parties (as defined in the Security Agreement (as hereinafter defined)).
LICENSE AND ROYALTY-SHARING AGREEMENTLicense and Royalty-Sharing Agreement • November 7th, 2002 • Constar Inc • Miscellaneous plastics products • Pennsylvania
This License and Royalty-Sharing Agreement (the “Agreement”), dated as of , 2002, is between Constar International Inc., a Delaware corporation (“Constar”) and Crown Cork & Seal Technologies Corporation, a Delaware corporation (“Crown”).
Constar - and - New Century Beverage Company SUPPLY AGREEMENT January 1, 2003 - December 31, 2007Supply Agreement • November 7th, 2002 • Constar Inc • Miscellaneous plastics products • New York
This Agreement is made as of the 17th day of October, 2002 between Constar, a Pennsylvania corporation and a division of Crown Cork & Seal, having an office at One Crown Way, Philadelphia, PA 19154 (“Seller”), and New Century Beverage Company (NCB), a California corporation, and a subsidiary of PepsiCo Inc., having an office at One Pepsi Way, Somers, NY 10589 (“Buyer”).
FORM OF INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENTIndemnification & Liability • November 7th, 2002 • Constar Inc • Miscellaneous plastics products • New York
INDEMNITY, SUBROGATION and CONTRIBUTION AGREEMENT dated as of November [ ], 2002, among CONSTAR INTERNATIONAL INC., a Delaware corporation (the “Borrower”), each Domestic Subsidiary of the Borrower listed on Schedule I hereto (the “Guarantors”) and CITICORP NORTH AMERICA, INC., as administrative agent (in such capacity, the “Administrative Agent”).
FORM OF SUBSIDIARY GUARANTEE AGREEMENTSubsidiary Guarantee Agreement • November 7th, 2002 • Constar Inc • Miscellaneous plastics products • New York
GUARANTEE AGREEMENT dated as of November [ ], 2002, among each of the subsidiaries listed on Schedule I hereto (each such subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) of CONSTAR INTERNATIONAL INC., a Delaware corporation (the “Borrower”), and CITICORP NORTH AMERICA, INC., as collateral agent (the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).
TECHNICAL SERVICES AGREEMENTTechnical Services Agreement • November 7th, 2002 • Constar Inc • Miscellaneous plastics products • Pennsylvania
THIS TECHNICAL SERVICES AGREEMENT (this “Agreement”), is entered into as of this day of , 2002, by and between CONSTAR INTERNATIONAL INC., a Delaware corporation (“Constar”) and CROWN CORK & SEAL COMPANY, INC., a Pennsylvania corporation (“Crown”).
ContractCollateral Sharing Agreement • November 7th, 2002 • Constar Inc • Miscellaneous plastics products • New York
COLLATERAL SHARING AGREEMENT, dated as of November , 2002, among CONSTAR INTERNATIONAL INC., a Delaware corporation (the “Borrower”), the Subsidiaries of the Borrower referred to in Section 5.13 hereof (collectively with the Borrower, the “Grantors”) and CITICORP NORTH AMERICA, INC., as collateral agent (in such capacity and together with its successors in such capacity, the “Collateral Agent”).
FORM OF REVOLVING NOTERevolving Note • November 7th, 2002 • Constar Inc • Miscellaneous plastics products • Delaware
FOR VALUE RECEIVED, the undersigned, CONSTAR INTERNATIONAL INC., a Delaware corporation (the “Borrower”), hereby unconditionally promises to pay to the order of [Lender] (the “Lender”), at the office of [Lender] at [Address], on the Revolving Maturity Date (terms used without definition shall have the meanings assigned to such terms in that certain Credit Agreement dated as of November [ ], 2002 (as amended, modified, extended or restated from time to time, the “Credit Agreement”), among the Borrower, the Lenders parties thereto, Citicorp North America, Inc., as Administrative Agent, Salomon Smith Barney Inc. and Deutsche Bank Securities Inc., as Joint Lead Arrangers, JPMorgan Chase Bank, as Documentation Agent and Deutsche Bank Securities Inc., as Syndication Agent), the aggregate unpaid principal amount of all Revolving Loans made by the Lender to the Borrower pursuant to Section 2.01 of the Credit Agreement, such payment or payments to be in immediately available funds in Dollars, a
FORM OF TERM B NOTETerm B Note • November 7th, 2002 • Constar Inc • Miscellaneous plastics products • Delaware
FOR VALUE RECEIVED, the undersigned, CONSTAR INTERNATIONAL INC., a Delaware corporation (the “Borrower”), hereby unconditionally promises to pay to the order of [Lender] (the “Lender”), at the office of [Lender] at [Address], on each date set forth under the Credit Agreement and the Term B Loan Maturity Date (terms used without definition shall have the meanings assigned to such terms in that certain Credit Agreement dated as of November [ ], 2002 (as amended, modified, extended or restated from time to time, the “Credit Agreement”), among the Borrower, the Lenders parties thereto, Citicorp North America, Inc., as Administrative Agent, Salomon Smith Barney Inc. and Deutsche Bank Securities Inc., as Joint Lead Arrangers, JPMorgan Chase Bank, as Documentation Agent and Deutsche Bank Securities Inc., as Syndication Agent), the aggregate unpaid principal amount of all Term B Loans made by the Lender to the Borrower pursuant to Section 2.01 of the Credit Agreement, such payment or payments
