CREDIT AGREEMENT Dated as of February 11, 2005 among CONSTAR INTERNATIONAL INC. as Borrower and THE LENDERS AND ISSUERS PARTY HERETO and CITICORP USA, INC. as Administrative Agent CITIGROUP GLOBAL MARKETS INC. as Book Manager and Arranger WEIL,...Credit Agreement • February 17th, 2005 • Constar International Inc • Miscellaneous plastics products • New York
CREDIT AGREEMENT, dated as of February 11, 2005, among CONSTAR INTERNATIONAL INC., a Delaware corporation (the “Borrower”), the Lenders (as defined below), the Issuers (as defined below) and CITICORP USA, INC. (“Citicorp”), as agent for the Lenders and the Issuers (in such capacity and as agent for the Secured Parties under the Collateral Documents, the “Administrative Agent”).
CONSTAR INTERNATIONAL INC. $220,000,000 Senior Secured Floating Rate Notes due 2012 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 17th, 2005 • Constar International Inc • Miscellaneous plastics products • New York
If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the Exchange Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities and it has no arrangements or understandings with any Person to participate in a distribution of the Exchange Securities. If the undersigned is a Broker-Dealer that will receive Exchange Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for Exchange Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Act.
U.S. SECURITY AGREEMENT By CONSTAR INTERNATIONAL INC. and THE DOMESTIC RESTRICTED SUBSIDIARIES PARTY HERETO, as Grantors and THE BANK OF NEW YORK, as TrusteeSecurity Agreement • February 17th, 2005 • Constar International Inc • Miscellaneous plastics products • New York
NOW THEREFORE, in consideration of the foregoing and other benefits accruing each Grantor, the receipt and sufficiency of which are hereby acknowledged, each Grantor hereby agrees with the Trustee for the benefit of the Secured Parties (and each of their respective successors and assigns), as follows:
EXHIBIT I-1 TO Credit Agreement PLEDGE AND SECURITY AGREEMENT Dated as of February 11, 2005 among CONSTAR INTERNATIONAL INC. as a Grantor and Each Other Grantor From Time to Time Party Hereto and CITICORP USA, INC. as Administrative Agent WEIL,...Pledge and Security Agreement • February 17th, 2005 • Constar International Inc • Miscellaneous plastics products • New York
PLEDGE AND SECURITY AGREEMENT, dated as of February 11, 2005, by CONSTAR INTERNATIONAL INC. (the “Borrower”) and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 7.10 (Additional Grantors) (each a “Grantor” and, collectively, the “Grantors”), in favor of Citicorp USA, Inc. (“CUSA”), as agent (in such capacity, the “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).
11 February 2005 SECURITY TRUST DEED between CONSTAR INTERNATIONAL U.K. LIMITED as a Company and CITICORP USA, INC. CITICORP NORTH AMERICA, INC. CITIBANK, N.A. as Secured Parties and CITIBANK, N.A., LONDON BRANCH as Security Trustee WEIL, GOTSHAL &...Constar International Inc • February 17th, 2005 • Miscellaneous plastics products • England
CONSTAR INTERNATIONAL U.K. LIMITED as Chargor - and - THE BANK OF NEW YORK as Security TrusteeConstar International Inc • February 17th, 2005 • Miscellaneous plastics products
11 February 2005 DEBENTURE between CONSTAR INTERNATIONAL U.K. LIMITED as Chargor and CITIBANK, N.A., LONDON BRANCH as Security Trustee This Debenture is entered into subject to and with the benefit of the terms of a Security Trust Deed (as defined...Facility Agreement • February 17th, 2005 • Constar International Inc • Miscellaneous plastics products
SUPPLEMENTAL INDENTURE FOR ADDITIONAL NOTE GUARANTEESSupplemental Indenture • February 17th, 2005 • Constar International Inc • Miscellaneous plastics products
This Supplemental Indenture, dated as of February 11, 2005 (this “Supplemental Indenture”), between Constar International U.K. Limited, a corporation organized under the laws of England and Wales (the “New Note Guarantor”), Constar International Inc., a Delaware corporation (together with its successors and assigns, the “Company”), each other Note Guarantor under the Indenture referred to below, and Wells Fargo Bank, National Association, as successor by merger to Wells Fargo Bank Minnesota, National Association, as Trustee under the Indenture referred to below.
EXHIBIT K TO CREDIT AGREEMENT ACCESS, USE AND INTERCREDITOR AGREEMENTAccess, Use and Intercreditor Agreement • February 17th, 2005 • Constar International Inc • Miscellaneous plastics products • New York
ACCESS, USE AND INTERCREDITOR AGREEMENT (the “Agreement”), dated as of February 11, 2005, by and among Citicorp USA, Inc., as administrative agent (in such capacity and together with its successors and assigns in such capacity, the “Administrative Agent”) for the Revolving Secured Parties (as defined below) under the Credit Agreement (as defined below), Citibank N.A., London Branch, as security trustee for the Revolving Secured Parties (the “RSP Security Trustee” and together with the Administrative Agent the “RSP Security Representatives” and each a “RSP Security Representative”) The Bank of New York, as trustee (in such capacity and together with its successors and assigns in such capacity, the “Trustee”), pursuant to the First Mortgage Notes Indenture (as defined below) for First Mortgage Secured Parties (as defined below), The Bank of New York, London Branch, as security trustee for the First Mortgage Secured Parties (the “FMN Security Trustee” and together with the Trustee the “FM
CONSTAR INTERNATIONAL INC., The NOTE GUARANTORS Party Hereto AND THE BANK OF NEW YORK, as TRUSTEE SENIOR SECURED FLOATING RATE NOTES DUE 2012 INDENTURE Dated as of February 11, 2005Constar International Inc • February 17th, 2005 • Miscellaneous plastics products • New York
INDENTURE, dated as of February 11, 2005, between Constar International Inc., a Delaware corporation (the “Company”), the Note Guarantors party hereto and The Bank of New York (the “Trustee”), as Trustee.
