0000950109-02-006069 Sample Contracts

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...
Underwriting Agreement • November 27th, 2002 • Constar International Inc • Miscellaneous plastics products • New York
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Indenture • November 27th, 2002 • Constar International Inc • Miscellaneous plastics products • New York
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LEASE AGREEMENT
Lease Agreement • November 27th, 2002 • Constar International Inc • Miscellaneous plastics products • Pennsylvania
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EMPLOYMENT AGREEMENT
Employment 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”).

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VOGHERA PET PREFORM SUPPLY AND LEASE OF RELATED ASSETS AGREEMENT
Voghiera Pet Preform 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”).

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FABA PET BOTTLE SUPPLY AGREEMENT
Faba 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”).

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TRANSITION SERVICES AGREEMENT
Transition 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”).

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RESEARCH AND DEVELOPMENT AGREEMENT
Research 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.”).

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CORPORATE AGREEMENT
Corporate 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”).

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NON-COMPETITION AGREEMENT
Non-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”).

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NEWARK PLASTIC COMPONENTS SUPPLY AND LEASE OF RELATED ASSETS AGREEMENT
Supply and Lease 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”).

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REGISTRATION RIGHTS AGREEMENT
Registration 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”).

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SECURITY AGREEMENT By CONSTAR INTERNATIONAL INC. and THE DOMESTIC SUBSIDIARIES PARTY HERETO, as Grantors and CITICORP NORTH AMERICA, INC., as Collateral Agent
Security 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).

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LICENSE AGREEMENT
License 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”).

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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”).

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PLEDGE AGREEMENT By CONSTAR INTERNATIONAL INC. and THE DOMESTIC SUBSIDIARIES PARTY HERETO, as Pledgors and CITICORP NORTH AMERICA, INC., as Collateral Agent
Pledge 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)).

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SALT LAKE CITY PET PRODUCTS SUPPLY AND LEASE OF RELATED ASSETS AGREEMENT
Supply and Lease 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”).

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LICENSE AND ROYALTY-SHARING AGREEMENT
License 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”).

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TAX SHARING AND INDEMNIFICATION AGREEMENT
Tax 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.

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INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT
Indemnification & Liability • 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”).

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SUBSIDIARY GUARANTEE AGREEMENT
Subsidiary Guarantee 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).

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TECHNICAL SERVICES AGREEMENT
Technical 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”).

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Contract
Collateral 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”).

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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”).

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REVOLVING NOTE
Revolving 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

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REVOLVING NOTE
Revolving 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

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TERM B NOTE
Term B 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 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

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