ANDIndenture • November 27th, 2002 • Constar International Inc • Miscellaneous plastics products • New York
Common Stock $0.01 par valueConstar International Inc • November 27th, 2002 • Miscellaneous plastics products • New York
New York, New York November 15, 2002 Salomon Smith Barney Inc. Deutsche Bank Securities Inc. J.P. Morgan Securities Inc. As Representatives of the several Underwriters c/o Salomon Smith Barney Inc. 388 Greenwich Street New York, New York 10013 Ladies...Constar International Inc • November 27th, 2002 • Miscellaneous plastics products • New York
LEASE AGREEMENTLease Agreement • November 27th, 2002 • Constar International Inc • Miscellaneous plastics products • Pennsylvania
EMPLOYMENT AGREEMENTEmployment Agreement • November 27th, 2002 • Constar International Inc • Miscellaneous plastics products • Delaware
This Agreement (this “Agreement”), dated as of November 20, 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”).
CREDIT AGREEMENT Dated as of November 20, 2002 among CONSTAR INTERNATIONAL INC., THE LENDERS REFERRED TO HEREIN and CITICORP NORTH AMERICA, INC., as Administrative Agent JPMORGAN CHASE BANK, as Documentation Agent SUNTRUST BANK, as Co-Documentation...Credit Agreement • November 27th, 2002 • Constar International Inc • Miscellaneous plastics products • New York
CREDIT AGREEMENT (this “Agreement”) dated as of November 20, 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”), SUNTRUST BANK, as co-documentation agent (in such capacity, the “Co-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”).
FABA PET BOTTLE SUPPLY AGREEMENTFaba Pet Bottle Supply Agreement • November 27th, 2002 • Constar International Inc • Miscellaneous plastics products • Pennsylvania
THIS IS A FABA PET BOTTLE SUPPLY AGREEMENT (the “Agreement”), dated as of November 12, 2002, by and among Faba Sirma SPA, an indirect subsidiary of Crown (“Supplier”) and Constar Plastics of Italy S.r.l., an indirect subsidiary of Constar (“Purchaser”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • November 27th, 2002 • Constar International Inc • Miscellaneous plastics products • Pennsylvania
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”), is entered into as of this 20th day of November, 2002, by and between CONSTAR INTERNATIONAL INC., a Delaware corporation (“Constar”) and CROWN CORK & SEAL COMPANY, INC., a Pennsylvania corporation (“Crown”).
RESEARCH AND DEVELOPMENT AGREEMENTResearch and Development Agreement • November 27th, 2002 • Constar International Inc • Miscellaneous plastics products • Pennsylvania
This RESEARCH AND DEVELOPMENT AGREEMENT (this “Agreement”) is entered into as of November 20, 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.”).
CORPORATE AGREEMENTCorporate Agreement • November 27th, 2002 • Constar International Inc • Miscellaneous plastics products • Pennsylvania
THIS CORPORATE AGREEMENT (“Agreement”) is entered into as of November 20, 2002, by and between CONSTAR INTERNATIONAL INC., a Delaware corporation (“Constar”), and CROWN CORK & SEAL COMPANY, INC., a Pennsylvania corporation (“Crown”).
NON-COMPETITION AGREEMENTNon-Competition Agreement • November 27th, 2002 • Constar International Inc • Miscellaneous plastics products • Pennsylvania
THIS NON-COMPETITION AGREEMENT (the “Agreement”) is entered into as of November 20, 2002 , by and between CONSTAR INTERNATIONAL INC., a Delaware corporation (“Constar”) and CROWN CORK & SEAL COMPANY, INC., a Pennsylvania corporation (“Crown”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 27th, 2002 • Constar International Inc • Miscellaneous plastics products • Pennsylvania
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of this 20th day of November, 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 27th, 2002 • Constar International 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 20, 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).
LICENSE AGREEMENTLicense Agreement • November 27th, 2002 • Constar International Inc • Miscellaneous plastics products • Pennsylvania
This is a License Agreement (“Agreement”) dated as of November 20, 2002 between CROWN CORK & SEAL TECHNOLOGIES CORPORATION, a Delaware corporation (“Licensor”), and CONSTAR INTERNATIONAL U.K. LIMITED, a company organized and existing under the laws of Great Britain (“Licensee”).
BENEFITS ALLOCATION AGREEMENT dated as of November 20, 2002 between CROWN CORK & SEAL COMPANY, INC. and CONSTAR INTERNATIONAL INC.Benefits Allocation Agreement • November 27th, 2002 • Constar International Inc • Miscellaneous plastics products • Pennsylvania
THIS IS A BENEFITS ALLOCATION AGREEMENT, dated as of November 20, 2002 (the “Agreement”), by and between Crown Cork & Seal Company, Inc., a Pennsylvania corporation (together with its successors and permitted assigns, “Crown”), and Constar International Inc., a Delaware corporation (together with its successors and permitted assigns, “Constar”) (collectively, the “Parties” or individually, a “Party”).
PLEDGE AGREEMENT By CONSTAR INTERNATIONAL INC. and THE DOMESTIC SUBSIDIARIES PARTY HERETO, as Pledgors and CITICORP NORTH AMERICA, INC., as Collateral AgentPledge Agreement • November 27th, 2002 • Constar International 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 20, 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)).
SALT LAKE CITY PET PRODUCTS SUPPLY AND LEASE OF RELATED ASSETS AGREEMENTAssets Agreement • November 27th, 2002 • Constar International Inc • Miscellaneous plastics products • Pennsylvania
THIS IS A SALT LAKE CITY PET PRODUCTS SUPPLY AND LEASE OF RELATED ASSETS AGREEMENT (the “Agreement”), dated as of November 20, 2002, by and among Crown Cork & Seal Company (USA), Inc., a Delaware corporation and an indirect subsidiary of Crown (“Supplier”) and Constar, Inc., a Pennsylvania corporation and a direct subsidiary of Constar (“Purchaser”).
LICENSE AND ROYALTY-SHARING AGREEMENTLicense and Royalty-Sharing Agreement • November 27th, 2002 • Constar International Inc • Miscellaneous plastics products • Pennsylvania
This License and Royalty-Sharing Agreement (the “Agreement”), dated as of November 20, 2002, is between Constar International Inc., a Delaware corporation (“Constar”) and Crown Cork & Seal Technologies Corporation, a Delaware corporation (“Crown”).
TAX SHARING AND INDEMNIFICATION AGREEMENTTax Sharing and Indemnification Agreement • November 27th, 2002 • Constar International Inc • Miscellaneous plastics products • Pennsylvania
THIS IS A TAX SHARING AND INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of the Effective Date, made by and among Crown, Cork & Seal Company Inc., a Pennsylvania corporation (“Crown”) on behalf of itself and each member of the Crown Group, Constar International Inc., a Delaware corporation (“Constar”), on behalf of itself and each member of the Constar Group, and their respective successors.
INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENTIndemnity, Subrogation and Contribution Agreement • November 27th, 2002 • Constar International Inc • Miscellaneous plastics products • New York
INDEMNITY, SUBROGATION and CONTRIBUTION AGREEMENT dated as of November 20, 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”).
SUBSIDIARY GUARANTEE AGREEMENTGuarantee Agreement • November 27th, 2002 • Constar International Inc • Miscellaneous plastics products • New York
GUARANTEE AGREEMENT dated as of November 20, 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 27th, 2002 • Constar International Inc • Miscellaneous plastics products • Pennsylvania
THIS TECHNICAL SERVICES AGREEMENT (this “Agreement”), is entered into as of this 20th day of November, 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 27th, 2002 • Constar International Inc • Miscellaneous plastics products • New York
COLLATERAL SHARING AGREEMENT, dated as of November 20, 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”).
REVOLVING NOTERevolving Note • November 27th, 2002 • Constar International Inc • Miscellaneous plastics products • Virginia
FOR VALUE RECEIVED, the undersigned, CONSTAR INTERNATIONAL INC., a Delaware corporation (the “Borrower”), hereby unconditionally promises to pay to the order of SunTrust Bank (the “Lender”), at the office of SunTrust Bank at 919 E. Main Street, 22nd Floor, Richmond, Virginia 23219, USA, 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 20, 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, SunTrust Bank as Co-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 2.0
NEWARK PLASTIC COMPONENTS SUPPLY AND LEASE OF RELATED ASSETS AGREEMENTPlastic Components Supply and Lease of Related Assets Agreement • November 27th, 2002 • Constar International Inc • Miscellaneous plastics products • Pennsylvania
THIS IS A NEWARK PLASTIC COMPONENTS SUPPLY AND LEASE OF RELATED ASSETS AGREEMENT (the “Agreement”), dated as of November 20, 2002, by and among Crown Cork & Seal Company (USA), Inc., a Delaware corporation and an indirect subsidiary of Crown (“Purchaser”) and Constar, Inc., a Pennsylvania corporation and a direct subsidiary of Constar (“Supplier”).
REVOLVING NOTERevolving Note • November 27th, 2002 • Constar International 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 Deutsche Bank Trust Company Americas (the “Lender”), at the office of Deutsche Bank Trust Company Americas at 233 S. Wacker Dr. Suite 8400, Chicago, IL 60606, USA, 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 20, 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, SunTrust Bank as Co-Documentation Agent and Deutsche Bank Securities Inc., as Syndication Agent), the aggregate unpaid principal amount of all Revolving Loans made by the Lender to
TERM B NOTEConstar International Inc • November 27th, 2002 • 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 GE Capital Corporation (the “Lender”), at the office of GE Capital Corporation 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 20, 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, SunTrust Bank as Co-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 pursuan
VOGHERA PET PREFORM SUPPLY AND LEASE OF RELATED ASSETS AGREEMENTPreform Supply and Lease of Related Assets Agreement • November 27th, 2002 • Constar International Inc • Miscellaneous plastics products • Pennsylvania
THIS IS A VOGHERA PET PREFORM SUPPLY AND LEASE OF RELATED ASSETS AGREEMENT (the “Agreement”), dated as of November 12, 2002, by and among Crown Cork Italy S.p.A., an indirect subsidiary of Crown (“Supplier”) and Constar Plastics of Italy S.r.l., an indirect subsidiary of Constar (“Purchaser”).
