Deed of Amendment Relating to a Debenture



 Exhibit 4.4 
 DATED 11 FEBRUARY 2010 
 DEED OF
AMENDMENT RELATING TO A DEBENTURE DATED 11 
 FEBRUARY 2005 
 between 
 CONSTAR INTERNATIONAL U.K. LIMITED 

 as Chargor 
 and 
 THE BANK OF NEW YORK (now known as THE BANK OF NEW YORK MELLON)

 as Security Trustee 
 Subject to the Access, Use and Intercreditor Agreement dated 11 February 2010 

 

 

 160 Queen Victoria Street 
 London EC4V 4QQ, UK 
 Tel: +44 (0) 20 7184 7000 
 Fax: +44 (0) 20 7184 7001 







 THIS DEED OF AMENDMENT is made on 11 February 2010. 
 BETWEEN: 
  

	(1)	CONSTAR INTERNATIONAL U.K. LIMITED, a company incorporated under the laws of England and Wales with registered number 02407933 (the “Chargor”);
and 

  

	(2)	THE BANK OF NEW YORK (acting out of its London office) as trustee for itself and each of the other Secured Parties (the “Security Trustee”).


 WHEREAS 
  

	(A)	The Chargor and the Security Trustee entered into a Debenture dated 11 February 2005 (the “Original Debenture”). 

  

	(B)	The Chargor and the Security Trustee have agreed to amend the Original Debenture as set forth herein. 

 IT IS AGREED as follows: 
  

	1.	INTERPRETATION 

  

	1.1	In this Deed (the “Deed”) terms and expressions defined in the Original Debenture shall have the same meaning when used in this Deed unless otherwise defined
herein. 

  

	1.2	Clause headings are for ease of reference only and do not form part of this Deed. 

  

	1.3	References herein to the “Debenture” shall be read and construed (as applicable) as referring to the Original Debenture as amended by this Deed.


  

	2.	AMENDMENTS TO THE ORIGINAL DEBENTURE 

  

	 	The Security Trustee, acting on behalf of the Secured Parties, hereby agrees with the Chargor to amend the Original Debenture with immediate effect (1) by the
deletion of all references to the “Access, Use and Intercreditor Agreement and the replacement of such references with a reference to the new access, use and intercreditor agreement entered into on the date hereof by and among General Electric
Capital Corporation, The Bank of New York Mellon and The Bank of New York Mellon, London Branch and (2) by the deletion of all references to “Citicorp USA, Inc.” and the replacement of such references with a reference to “General
Electric Capital Corporation.”

  

	3.	CONTINUATION OF THE ORIGINAL DEBENTURE 

  

	3.1	Nothing in this Deed shall operate as a waiver of any right or remedy of any party under any provision of the Original Debenture or the Original Debenture as amended
hereby nor to excuse any delay or omission in the performance of the Original Debenture nor to impair any right or remedy arising thereunder or in respect thereof. 

  

	3.2	For the avoidance of doubt, except as amended by the terms of this Deed, the terms and conditions of the Original Debenture shall remain in full force and effect.


  

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	3.3	As and from the date of this Deed, but without prejudice to any rights or obligations which may have accrued prior hereto the Original Debenture shall be amended hereby
and the Original Debenture and this Deed shall be read and construed as a single document. 

  

	3.4	Without prejudice to Clause 3.3 above, all references to “the Deed”, “this Deed”, “the Debenture”, “hereof”,
“hereunder” and expressions of similar import in the Original Debenture shall be construed as references to the Original Debenture together with and as amended by this Deed. To the extent that the provisions of this Deed are directly
inconsistent with the Original Debenture, the terms of this Deed shall prevail. 

  

	4.	REPRESENTATIONS 

  

	4.1	Each party hereto represents and warrants to the other party as follows: 

  

	 	(a)	it is duly organised and validly existing under the laws of the jurisdiction of its incorporation and has full corporate power and authority to execute, deliver and
perform its obligations under this Deed; 

  

	 	(b)	the execution, delivery and performance of this Deed has been duly authorised by it by all necessary corporate action on its part; and 

  

	 	(c)	this Deed constitutes the legal, valid and binding obligations of it enforceable in accordance with its terms. 

  

	5.	GOVERNING LAW AND JURISDICTION 

  

	5.1	Governing Law This Deed is governed by and shall be construed in accordance with English law. 

  

	5.2	Jurisdiction The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Deed (including a dispute
regarding the existence, validity or termination of this Deed). 

  

	 	5.2.1	The parties to this Deed agree that the courts of England are the most appropriate and convenient courts to settle such disputes and accordingly no party shall argue to
the contrary. 

  

	 	5.2.2	This Clause 5.2 is for the benefit of the Security Trustee only. As a result, the Security Trustee shall not be prevented from taking proceedings relating to such a
dispute in any other court with jurisdiction. To the extent allowed by law, the Security Trustee may take concurrent proceedings in any number of jurisdictions. 

  

	6.	THIRD PARTY RIGHTS 

  

	 	A person who is not a party to this Deed has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Deed. 


 

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	7.	COUNTERPARTS 

  

	 	This Deed may be executed and delivered in any number of counterparts, all of which, taken together, shall constitute one and the same deed and any party to this Deed
may enter into the same by executing and delivering a counterpart. 

 IN WITNESS WHEREOF this Deed has been executed as a
deed by the parties hereto and is intended to be and is hereby delivered on the date first before written. 
  

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 SIGNATORIES 
 SIGNATORIES TO THE DEED OF AMENDMENT RELATING TO A DEBENTURE 
 DATED 11 FEBRUARY
2005 
 CHARGOR 
  

									
		  	)	  		  	
	Signed
by                              Director for and on behalf of CONSTAR INTERNATIONAL U.K. LIMITED
	  	)
 )
	  	 /s/ Chris Phelan
	  	
	in the presence of:	  		  		  	
					
	Witness	  		  		  		  	
					
	Signature	  	 /s/ John Denwood
	  		  		  	
	Name	  	John Denwood	  		  		  	
	Address	  	c/o Constar International UK Limited	  		  		  	
		  	Moor Lane Trading Estate	  		  		  	
		  	Sherburn in Elmet	  		  		  	
		  	North Yorkshire LS25 6ES	  		  		  	
		  	UK	  		  		  	
	Occupation	  	Logistics Director	  		  		  	

 THE SECURITY TRUSTEE 
  

					
		 	)
	 Signed
by                              Director for and on behalf of BANK OF NEW YORK MELLON

in the presence of:
	 	 )
 )

			
	Witness	 		 	
			
	Signature	 	 /s/ James Briggs
	 	
	Name	 	James Briggs	 	
	Address	 	101 Barclay St.	 	
		 	New York, NY 10286	 	
	Occupation	 	Trust Associate	 	

  

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