Constar Inc Sample Contracts

Constar Inc – POWER OF ATTORNEY (November 14th, 2002)

The undersigned hereby constitutes and appoints Alan W. Rutherford and Michael J. Hoffman, jointly and severally, his attorneys-in-fact, each with power of substitution, in his name and in the capacity indicated below, to sign any and all further amendments (including post-effective amendments) to the registration statement on Form S-1 of Constar International Inc., and any registration statement that is to be effective upon filing pursuant to Rule 462(b) with respect to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Constar Inc – Underwriting Agreement (November 14th, 2002)

Exhibit 1.2 Constar International Inc. $175,000,000 ___% Senior Subordinated Notes due 2012 Underwriting Agreement New York, New York November [ ], 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 and Gentlemen: Constar International Inc, a corporation organized under the laws of Delaware (the "Company"), proposes to sell to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you (the "Representatives") are acting as representative

Constar Inc – REGISTRATION RIGHTS AGREEMENT (November 14th, 2002)

THIS REGISTRATION RIGHTS AGREEMENT (the “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”).

Constar Inc – Underwriting Agreement (November 14th, 2002)

Exhibit 1.1 Constar International Inc. 10,500,000 Shares* Common Stock $0.01 par value Underwriting Agreement New York, New York November [ ], 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 and Gentlemen: Crown Cork & Seal Company, Inc., a corporation organized under the laws of the Commonwealth of Pennsylvania (the "Selling Securityholder"), proposes to sell to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you

Constar Inc – SECURITY AGREEMENT By CONSTAR INTERNATIONAL INC. and THE DOMESTIC SUBSIDIARIES PARTY HERETO, as Grantors and CITICORP NORTH AMERICA, INC., as Collateral Agent (November 7th, 2002)

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).

Constar Inc – EMPLOYMENT AGREEMENT (November 7th, 2002)

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. James C. Cook (the “Executive”).

Constar Inc – PLEDGE AGREEMENT By CONSTAR INTERNATIONAL INC. and THE DOMESTIC SUBSIDIARIES PARTY HERETO, as Pledgors and CITICORP NORTH AMERICA, INC., as Collateral Agent (November 7th, 2002)

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)).

Constar Inc – Constar - and - New Century Beverage Company SUPPLY AGREEMENT January 1, 2003 - December 31, 2007 (November 7th, 2002)

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”).

Constar Inc – EMPLOYMENT AGREEMENT (November 7th, 2002)

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”).

Constar Inc – Underwriting Agreement (November 7th, 2002)

Exhibit 1.2 Constar International Inc. $200,000,000 ___% Senior Subordinated Notes due 2012 Underwriting Agreement New York, New York November [ ], 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 and Gentlemen: Constar International Inc., a corporation organized under the laws of Delaware (the "Company"), proposes to sell to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you (the "Representatives") are acting as r

Constar Inc – [Letterhead of Dechert] November 6, 2002 Constar International Inc. One Crown Way Philadelphia, PA 19154 (November 7th, 2002)

We have acted as counsel to Constar International Inc., a Delaware corporation (“Constar”), Constar, Inc., a Pennsylvania corporation (“Constar, Inc.”), BFF Inc., a Delaware corporation (“BFF”), DT, Inc., a Delaware corporation (“DT”), Constar Plastics, LLC, a Delaware limited liability company (“Constar Plastics”) and Constar Foreign Holdings, Inc., a Delaware corporation (“Foreign Holdings” and together with Constar, Inc., BFF, DT and Constar Plastics, each a “Guarantor” and collectively the “Guarantors”) in connection with the preparation and filing by Constar and the Guarantors of the Registration Statement on Form S-1 (Registration No. 333-88878) originally filed on May 23, 2002 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and as subsequently amended by amendments thereto filed on July 3, 2002, July 12, 2002, September 6, 2002, October 17

Constar Inc – UNDER THE TRUST INDENTURE ACT OF 1939 OF A (November 7th, 2002)

Exhibit 25.1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ----------------------------- CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2) WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) A U.S. National Banking Association 41-1592157 (Jurisdiction of incorporation or (

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., as Syndication Agent (November 7th, 2002)

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”).

Constar Inc – CORPORATE AGREEMENT (November 7th, 2002)

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”).

Constar Inc – EMPLOYMENT AGREEMENT (November 7th, 2002)

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. James C.T. Bolton (the “Executive”).

Constar Inc – Contract (November 7th, 2002)

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”).

Constar Inc – ___% SENIOR SUBORDINATED NOTES DUE 2012 (November 7th, 2002)

Exhibit 4.1 CONSTAR INTERNATIONAL INC., The NOTE GUARANTORS Party Hereto AND WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION as TRUSTEE ___% SENIOR SUBORDINATED NOTES DUE 2012 INDENTURE Dated as of November [ ], 2002 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.1 Definitions 1 Section 1.2 Incorporation by Reference of Trust Indenture Act 31 Section 1.3 Rules of Construction 31

Constar Inc – TECHNICAL SERVICES AGREEMENT (November 7th, 2002)

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”).

Constar Inc – RESEARCH AND DEVELOPMENT AGREEMENT (November 7th, 2002)

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.”).

Constar Inc – FORM OF SUBSIDIARY GUARANTEE AGREEMENT (November 7th, 2002)

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).

Constar Inc – FORM OF INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT (November 7th, 2002)

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”).

Constar Inc – Underwriting Agreement (November 7th, 2002)

Exhibit 1.1 Constar International Inc. __ Shares* Common Stock $0.01 par value Underwriting Agreement New York, New York November __, 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 and Gentlemen: Crown Cork & Seal Company, Inc., a corporation organized under the laws of the Commonwealth of Pennsylvania (the "Selling Securityholder"), proposes to sell to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you (the "Repres

Constar Inc – FORM OF NOTE (November 7th, 2002)

EXHIBIT 4.3 FORM OF NOTE [Include the following legend for Global Notes only: "THIS IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED

Constar Inc – FORM OF REVOLVING NOTE (November 7th, 2002)

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

Constar Inc – CONSTAR INTERNATIONAL INC. 2002 STOCK-BASED INCENTIVE COMPENSATION PLAN (November 7th, 2002)
Constar Inc – LICENSE AND ROYALTY-SHARING AGREEMENT (November 7th, 2002)

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 Inc – CONSTAR INTERNATIONAL INC. 2002 STOCK-BASED INCENTIVE COMPENSATION PLAN (October 17th, 2002)
Constar Inc – BENEFITS ALLOCATION AGREEMENT dated as of between CROWN CORK & SEAL COMPANY, INC. and CONSTAR INTERNATIONAL INC. (October 17th, 2002)

THIS IS A BENEFITS ALLOCATION AGREEMENT, dated as of , 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”).

Constar Inc – AMENDED AND RESTATED BYLAWS OF CONSTAR INTERNATIONAL INC. (October 17th, 2002)
Constar Inc – CONSTAR INTERNATIONAL INC. EMPLOYEE STOCK PURCHASE PLAN (October 17th, 2002)

The Constar International Inc. Employee Stock Purchase Plan (the “Plan”) is intended to provide the eligible employees of Constar International Inc. (the “Company”) and its participating Subsidiaries a convenient means of purchasing shares of the Company’s common stock, par value $.01 per share (the “Stock”). The Plan is intended to qualify as an “employee stock purchase plan” under section 423 of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be administered, interpreted and construed in a manner consistent with the requirements of that section of the Code.

Constar Inc – CONSTAR INTERNATIONAL INC. SHORT-TERM INCENTIVE PLAN (October 17th, 2002)
Constar Inc – CONSTAR INTERNATIONAL INC. 2002 NON-EMPLOYEE DIRECTORS’ STOCK OPTION PLAN (October 17th, 2002)
Constar Inc – CORPORATE AGREEMENT (October 17th, 2002)

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”).

Constar Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CONSTAR INTERNATIONAL INC. (October 17th, 2002)

This Amended and Restated Certificate of Incorporation was duly adopted by written consent of the Board of Directors and stockholders of the Corporation in accordance with the provisions of Section 242, 245, 141(f) and 228 of the General Corporation Law of the State of Delaware.

Constar Inc – RESEARCH AND DEVELOPMENT AGREEMENT (September 17th, 2002)

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.”).