Amendment No. 2, dated as of November 11, 2003, to the Credit Agreement



 Exhibit 10.39 
 EXECUTION COPY 
  
 AMENDMENT NO. 2, dated as of November 11, 2003 (this “Amendment”), among Constar International Inc., as Borrower (the “Borrower”), the Guarantors listed on the signature pages hereto (the
“Guarantors”), Citicorp North America, Inc., as Administrative Agent (“Administrative Agent”), and various lenders party hereto. Capitalized terms used and not otherwise defined herein shall have the meanings
assigned to them in that certain Credit Agreement dated as of November 20, 2002 (as amended by Amendment No. 1 dated as of July 28, 2003) (the “Existing Credit Agreement”), by and among the Borrower, the Administrative Agent,
JPMorgan Chase Bank, as Documentation Agent, SunTrust Bank, as Co-Documentation Agent, Deutsche Bank Securities Inc. (“DBSI”), as Syndication Agent, and Citigroup Global Markets Inc. (“CGMI”) and DBSI, as Joint Lead
Arrangers and Joint Bookrunners. 
  
 WHEREAS, the Borrower desires
to amend certain provisions of the Existing Credit Agreement; 
  
 WHEREAS, the Borrower and the Guarantors acknowledge and agree that the representations, acknowledgments, agreements and warranties of the Borrower and the Guarantors contained in this Amendment have been made by them as a material
inducement to the Agents and the Lenders entering into this Amendment (the effect of which, among other things, would be the avoidance of certain Defaults and Events of Default) and that the Agent and the Lenders are relying upon such
representations, warranties, acknowledgments and agreements in entering into this Amendment and changing their position on reliance thereon and that the Agent and the Lenders would not have entered into this Amendment without such representations,
acknowledgements, agreements and warranties; 
  
 WHEREAS, the
consent of the Requisite Lenders, Lenders holding more than 50% of the Term B Loans and Lenders holding more than 50% of the outstanding Revolving Credit Commitments and Revolving Credit Exposure is necessary to effect this Amendment; 
  
 NOW, THEREFORE, in consideration of the promises and covenants contained
herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 
  
 Section 1.    Amendments. 
  
 (a)    Section 1.01: Defined Terms. 
  
 (i)    The definitions of “Base Amount”,
“Information Memorandum” and “Swingline Lender” in Section 1.01 of the Existing Credit Agreement are hereby amended as follows: 
  
 “Base Amount” has the meaning assigned to such term in Section 6.18. 
  
 “Information Memorandum” means (i) the
Confidential Information Memorandum dated as of October 16, 2002 and posted electronically on Intralinks relating to the Borrower and this Agreement, (ii) the Form S-1 of the Borrower filed with the SEC and effective on November 14, 2002 relating to
the Constar Notes and the Constar IPO, and (iii) the Amendment Information (as defined 







 in Section 3(3) of the Amendment No. 2 to this Agreement dated as of November 11, 2003 among the
Borrower, the Guarantors, the Administrative Agent and the various Lenders party thereto), including those periodic and current SEC filings (i.e. 10-Ks, 10-Qs and 8-Ks) of the Borrower filed prior to September 15, 2003 and specifically incorporated
by reference in the Amendment Information; it being understood that for purposes of Section 4.02, “Amendment Information” shall not include “cautionary” statements or risk factors or similar hedging language. 
  
 “Swingline Lender” means Citicorp North
America, Inc., in its capacity as lender of Swingline Loans and a Revolving Lender designated as such by the Borrower that is reasonably satisfactory to the Borrower and the Administrative Agent and that executes a counterpart to this Agreement as a
Swingline Lender, and for all purposes of this Agreement, Swingline Lender shall mean either or both of such Lenders acting in such capacity. 
  
 (ii)    The following definitions shall be added in alphabetical order to Section 1.01 of the Existing Credit Agreement: 

 
 “Bank” has the meaning assigned to such
term in the Security Agreement. 
  
 “Commodities Account” has the meaning assigned to such term in the UCC. 
  
 “Control Agreement” has the meaning assigned to such term in the Security Agreement. 
  
 “Deposit Account” has the meaning assigned
to such term in the UCC. 
  
 “Second Lien
Facility” means a second lien senior secured term facility of Constar under the Loan Documents in an aggregate principal amount of up to $75.0 million (but not less than $50.0 million). 
  
 “Second Lien Indebtedness” means
Indebtedness permitted to be incurred pursuant to Section 6.01(xvii). 
  
 “Second Lien Notes” means second lien senior secured notes of Constar in an aggregate principal amount of up to $150.0 million (but not less than $50.0 million). 
  
 “Second Lien Prepayment Event” means (a) the
incurrence or issuance of Second Lien Indebtedness on or prior to January 30, 2004 and (b) the application by the Borrower of the Net Proceeds of such Second Lien Indebtedness in accordance with Section 2.05(c)(ii). 
  
 “Securities Account” has the meaning
assigned to such term in the UCC. 
  

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 (iii)    If a Second Lien Prepayment Event shall not have occurred on or prior to
January 30, 2004, the definition of “Applicable Rate” set forth in Section 1.01 of the Existing Credit Agreement shall immediately be amended by deleting the interest rate table therein and replacing it with the following interest
rate table: 
  

	 Total
 Leverage
 Ratio

	  	 Eurocurrency
 Revolving
 Loan Spread

	 	 ABR
 Revolving
 Spread


	3 3.75 to 1.00	  	4.25%	 	3.25%
	 3 3.00 to 1.00 and
 < 3.75 to 1.00
	  	4.00%	 	3.00%
	< 3.00 to 1.00	  	3.75%	 	2.75%

  
 (iv)    The definition of “Consolidated EBITDA” as set forth in Section 1.01 of the Existing Credit Agreement shall hereby be amended by deleting the “and” before clause (iv) and adding new
clause (v) after the end of the parenthetical in clause (iv) as follows: 
  
 “and (v) up to $8.0 million of cash restructuring charges relating to Borrower’s closure of its facilities in Reserve, Louisiana and Birmingham, Alabama” 
  
 (v)    The definition of “Excluded Debt
Issuance” as set forth in Section 1.01 of the Existing Credit Agreement shall hereby be amended by deleting the parenthetical therein and replacing it with the following parenthetical: 
  
 “(other than Sections 6.01(a)(vii) and (xvii))” 
  
 (vi)    The definition of “Test Period”
shall be amended by removing the term “6.17” therefrom and adding, where such term was removed, the following words: “6.18 and 6.20”. 
  
 (b)    Section 2.05(c)(ii): Optional and Mandatory Prepayments of Loans; Repayments of Term B Loans from Debt Issuances.
Section 2.05(c)(ii) of the Existing Credit Agreement shall hereby be amended by deleting the “.” at the end thereof and adding the following proviso at the end thereof: 
  
 “; provided that in respect of (1) any incurrence of Second Lien Indebtedness in an aggregate principal amount
of $75.0 million or less, immediately after the receipt of the Net Proceeds thereof (x) an amount of such Net Proceeds equal to a minimum of $15.0 million (or a whole multiple of $1.0 million in excess thereof) but not more than $25.0 million, as
determined by the Administrative Agent, shall be applied to prepay the Term B Loans in accordance with Section 2.05(e), (y) the Net Proceeds of such Second Lien Facility not applied pursuant to the immediately preceding clause (x) shall be applied
to prepay Revolving Loans and (z) the Revolving Credit Commitments shall be reduced, in accordance with Section 
  

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 2.11(b), by a minimum of $7.0 million (or a whole multiple of $1.0 million in excess thereof) but not
more than $10.0 million, as determined by the Administrative Agent and (2) any incurrence of Second Lien Indebtedness in an aggregate principal amount of over $75.0 million, immediately after the receipt of the Net Proceeds thereof (x) an amount of
such Net Proceeds equal to $45.0 million shall be applied to prepay Revolving Loans, (y) the Net Proceeds of such Second Lien Notes not applied pursuant to the immediately preceding clause (x) shall be applied to prepay Term B Loans in accordance
with Section 2.05(e) and (z) the Revolving Credit Commitments shall be reduced, in accordance with Section 2.11(b), by $10.0 million.” 
  
 (c)    Section 2.05. Section 2.05 of the Existing Credit Agreement shall hereby be amended by adding new clause (g) after
clause (f) thereto: 
  
 “(g) To the extent that the Borrower
shall have received proceeds that would otherwise be required to be applied to the prepayment of Term B Loans under clause (c) if the Term B Loans had not then been paid in full, such proceeds shall be required to be applied as follows (within the
same time periods and on the same terms that would otherwise apply if such prepayment were to be applied to Term B Loans): first, to prepay Revolving Loans with an equal reduction of the aggregate Revolving Credit Commitment, but in no event
shall the aggregate Revolving Credit Commitment or aggregate Revolving Loans be required to be reduced pursuant to this paragraph to less than $25.0 million (excluding any exposure related to undrawn Letters of Credit), and second, to repay
Second Lien Indebtedness if and to the extent required by the terms of the instruments governing such Second Lien Indebtedness, and thereafter to permanently reduce the Revolving Credit Commitment.” 
  
 (d)    Section 2.05(c)(iii): Optional and Mandatory
Prepayments of Loans; Repayments of Term B Loans from Asset Sales. Upon any Second Lien Indebtedness being first incurred, Section 2.05(c)(iii) of the Existing Credit Agreement shall hereby be amended by deleting the phrase “$10.0 million
in the aggregate at any one time” in the proviso thereto and replacing such phrase with “$500,000 in any Fiscal Year. 
  
 (e)    Section 2.08: Interest Rates and Payment Dates. If a Second Lien Prepayment Event shall not have occurred on or before
January 30, 2004, the “4.50%” set forth in Section 2.08(a)(ii)(B) shall immediately be deemed to be “5.00%” and the “3.50%” set forth in Section 2.08(b)(i) shall immediately be deemed to be “4.00%”.

  
 (f)    Section 2.11: Termination,
Reduction or Adjustment of Commitments. Section 2.11 of the Existing Credit Agreement shall hereby be amended by modifying clause (c) thereto by adding “, subject to Section 2.05(g)” in the fourth line thereof after “then,”.

  
 (g)    Section 3.06: No Material
Adverse Change. The reference to “December 31, 2001” set forth in Section 3.06 is hereby replaced with “June 30, 2003.” 
  
 (h)    Section 4.02: Conditions to Each Credit Event. The reference to “December 31, 2001” set forth in Section
4.02(d) is hereby replaced with “June 30, 2003, except as specifically set forth in the Information Memorandum.” 
  

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 (i)    Section 5.12: Further Assurances. Section 5.12 of the Existing Credit
Agreement shall hereby be amended by adding the following sentence at the end thereof: 
  
 “The Borrower further agrees that it will, and will cause each Subsidiary Loan Party to (so long as no Default or Event of Default
has occurred and is continuing, upon reasonable notice to the Borrower) provide the Agents or any of their respective representatives with access to their respective properties (whether owned or leased) and to discuss any such matters with its
officers, agents, employees, advisors, independent public accountants and other representatives for the purposes of conducting such reviews, audits and/or studies in respect of accounting, collateral and/or environmental matters, in each case as may
reasonably be determined by the Agent in good faith.” 
  
 (j)    Section 5.15: Hedging Arrangements. Section 5.15 of the Existing Credit Agreement shall hereby be amended by deleting the phrase “To the extent the interest payable in connection with a notional
principal amount of Indebtedness greater than or equal to 50% of the sum of the Term B Loans of the Borrower outstanding hereunder from time to time and the Constar Notes is not limited to a maximum fixed rate” and replacing such phrase with
“If and to the extent the principal amount of the Constar Notes does not represent an amount that is at least greater than or equal to 50% of the sum of the Term B Loans of the Borrower and the Constar Notes.” 
  
 (k)    Section 5.20. Article V of the Existing
Credit Agreement shall hereby be amended by adding new Section 5.20 immediately at the end of Article V as follows: 
  
 “Section 5.20: Cash Accounts. (a)(i) No Loan Party has opened or maintains any (A) Deposit Accounts (other than those Accounts
otherwise excluded pursuant to the terms of the Security Agreement) except the Accounts listed on Schedule I hereto that are, or within 120 days of the date hereof will be held with a Lender or an Affiliate, or (B) Securities Accounts or
Commodity Accounts (other than those Accounts otherwise excluded pursuant to the terms of the Security Agreement) except the Accounts listed on Schedule I hereto that are, or within 60 days of the date hereof will be, held with a Lender or an
Affiliate, and (ii) the Collateral Agent will, (1) with respect to any such Deposit Accounts, within 120 days of the date hereof and/or (2) with respect to any such Securities and/or Commodity Accounts, within 60 days of the date hereof (any Deposit
Account, Securities Account and/or Commodity Account, an “Account”), unless, in each case, such time period is otherwise extended or waived in the reasonable discretion of the Collateral Agent, have a perfected security interest in
each such Account (other than those Accounts otherwise excluded pursuant to the terms of the Security Agreement) by Control (as defined in the Security Agreement), in each case subject to no Liens other than Permitted Liens. No Loan Party shall
hereafter establish and maintain any Account unless (1) such Account is held with a Lender or an Affiliate or (2)(a) such Loan Party shall have given the Collateral Agent 30 days’ prior written notice of its intention to establish such new
Account with a Bank, (b) such Bank shall be reasonably acceptable to the Collateral Agent and (c) such Bank and such Loan Party shall have duly executed and delivered to 
  

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 the Collateral Agent a Control Agreement in form and substance satisfactory to the Collateral Agent with
respect to such Account (other than those Accounts otherwise excluded pursuant to the terms of the Security Agreement). 
  
 (b) Upon any Indebtedness under the Second Lien Facility being first incurred, the Borrower shall not, and shall not permit any
Subsidiary, to establish and/or maintain cash or Permitted Investments in any deposit or other account (other than deposit accounts having a maximum balance of not more than $10.0 million other than with respect to occasional amounts in respect of
European operations, the maximum balance may exceed $10.0 million for no more than five Business Days in any period, but in no event may exceed $15.0 million) unless (1) such Deposit Account is held with a Lender or an Affiliate or (2)(a) the
Administrative Agent shall have been provided 30 days’ prior written notice of the establishment of such new deposit account with a bank and (b) the Borrower or such Subsidiary and such bank shall have duly executed and delivered to the
Collateral Agent a Deposit Account Control Agreement in form and substance satisfactory to the Collateral Agent with respect to such Deposit Account and the Collateral Agent shall be satisfied that the Lenders have a first priority Lien
thereon.” 
  
 (c) Notwithstanding anything
contained in this Credit Agreement or in any Loan Document, the Borrower may maintain, and may permit its Subsidiaries to maintain, payroll accounts not subject to the foregoing so long as (i) any and all amounts in such accounts are solely used to
pay payroll, and (ii) such accounts are not funded more than two Business Days in advance (and only to the extent necessary) to make such payroll. 
  
 (l)    Section 6.01: Indebtedness; Certain Equity Securities. (i) Section 6.01(a) of the Existing Credit Agreement shall hereby
be amended by deleting “and” at the end of clause (xv), by deleting the “.” at the end of clause (xvi) and replacing it with “; and” and by adding the following clause: 
  
 “(xvii) Indebtedness of any Loan Party in respect of the
Second Lien Facility or the Second Lien Notes; provided that, in each case, (u) such Indebtedness is initially incurred on or before January 30, 2004, (v) no Default or Event of Default shall have occurred or be continuing or would result
from such incurrence, (w) the terms of such Indebtedness (i) do not provide for any scheduled repayment or maturity prior to the date that is seven years from the date of incurrence or issuance thereof and (ii) the covenants, pricing, events of
default, subsidiary guarantees, credit support, voting, security and intercreditor terms thereof are no more favorable to the holders of such Indebtedness than the comparable terms of the Loan Documents are to the Lenders immediately prior to the
incurrence of such Second Lien Indebtedness and are otherwise satisfactory to the Administrative Agent, (x) such Indebtedness is permitted to be incurred under the Constar Notes Indenture (y) the lenders with respect to such Indebtedness are Lenders
or Affiliates thereof or are otherwise financial institutions reasonably acceptable to the Administrative Agent and the Borrower, and (z) the Net Proceeds therefrom shall be applied in accordance with Section 2.05(c)(ii).” 
  

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 (ii)    Upon any Second Lien Indebtedness being first incurred,
Section 6.01(a) of the Existing Credit Agreement shall hereby be amended by: 
  
 (A)    deleting the “$20.0 million” from clause (viii) thereto and replacing it with “$5.0 million (other than in respect of Indebtedness outstanding pursuant to this clause (viii)
on the date hereof)”, deleting the “and” between the end of clause (x) and the beginning of clause (y) and replacing it with a “,” and adding the following new clause (z) to the end of the proviso thereto: “and (z) the
tenor of Indebtedness incurred under this clause (viii) (other than in respect of Indebtedness outstanding pursuant to this clause (viii) on the date hereof) shall not be greater than 60 days.”; 
  
 (B)    deleting clause (x) thereto in its
entirety and replacing it with “(x) [Intentionally Omitted];” and 
  
 (C)    deleting the “$10.0 million” in clause (xvi) thereto and replacing it with “1.0 million”; and 
  
 (m)    Section 6.02: Liens. Section 6.02 of the Existing Credit Agreement shall hereby be amended
by deleting “and” at the end of clause (xii), by adding “and” at the end of clause (xiii) and by adding the following clause: 
  
 “(xiv) Liens granted under the Security Documents to secure Second Lien Indebtedness; provided that such Liens are expressly
junior in priority to the Liens securing all obligations in respect of Term B Loans and the Revolving Loans pursuant to such Security Documents and one or more intercreditor agreements or other arrangements satisfactory in form and substance to the
Administrative Agent.” 
  
 (n)    Section 6.04: Investments, Loans, Advances, Guarantees and Acquisitions. Section 6.04 of the Existing Credit Agreement shall hereby be amended by: 
  
 (i)    deleting the “$5.0
million” in the third line of clause (iv) thereof and replacing it with “$1.5 million”; 
  
 (ii)    deleting the “$5.0 million” in the third line of clause (viii) thereof and replacing it with
“$1.0 million”; and 
  
 (iii)    deleting the “10.0 million” in the first line of clause (ix) thereof and replacing it with “$7.5 million”. 
  
 (o)    Section 6.08: Restricted Payments: Section 6.08(iii) of the Existing Credit Agreement
shall hereby be amended by deleting such clause in its entirety and replacing such clause with “(iii) [Intentionally Omitted].” 
  
 (p)    Section 6.12: No Other “Designated Indebtedness.” Section 6.12 of the Existing Credit Agreement shall hereby
be amended by deleting the parenthetical therein and replacing it with the following parenthetical: “(other than under this Agreement (including any 
  

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 Indebtedness in respect of the Second Lien Notes incurred pursuant to Section 6.01(a)(xvii)) or the other Loan
Documents)”. 
  
 (q)    Section 6.14:
Interest Expense Coverage Ratio: Section 6.14 of the Existing Credit Agreement shall hereby be amended by deleting such section in its entirety and replacing such section with the following: 
  
 “Section 6.14. Interest Expense Coverage Ratio.
The Borrower will not permit the Interest Expense Coverage Ratio for any Test Period set forth below (1) if a Second Lien Prepayment Event shall have occurred on or before the last day of such Test Period, to exceed the ratio set forth opposite the
last day of such Test Period in Column A of the table set forth below and (2) if a Second Lien Prepayment Event shall not have occurred on or prior to the last day of such Test Period, to exceed the ratio set forth opposite the last day of such Test
Period in Column B of the table set forth below: 
  

	 	 	 Column A

	 	 Column B


	 Test Period

	 	 Ratio

	 	 Ratio


			
	 September 30, 2003
	 	1.30 to 1.00	 	1.30 to 1.00
			
	 December 31, 2003
	 	1.30 to 1.00	 	1.30 to 1.00
			
	 March 31, 2004
	 	1.30 to 1.00	 	3.00 to 1.00
			
	 June 30, 2004
	 	1.35 to 1.00	 	3.00 to 1.00
			
	 September 30, 2004
	 	1.50 to 1.00	 	3.25 to 1.00
			
	 December 31, 2004
	 	1.60 to 1.00	 	3.25 to 1.00
			
	 March 31, 2005
	 	1.60 to 1.00	 	3.50 to 1.00
			
	 June 30, 2005
	 	1.60 to 1.00	 	3.50 to 1.00
			
	 September 30, 2005 and the last day of each Fiscal Quarter thereafter
	 	3.50 to 1.00	 	3.50 to 1.00

  
 (r)    Section 6.15: Total Leverage Ratio: Section 6.15 of the Existing Credit Agreement shall hereby be amended by deleting such section in its entirety and replacing it as follows: 
  
 “Section 6.15: Total Leverage Ratio. (1) If a
Second Lien Prepayment Event shall have occurred, the Borrower will not permit the Total Leverage Ratio for any Test Period ending on or after September 30, 2005 to exceed the ratio set forth opposite the last day of such Test Period in Column A of
the table set forth 
  

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 below and (2) if a Second Lien Prepayment Event shall not have occurred, the Borrower will not permit the
Total Leverage Ratio for any Test Period ending on or after March 31, 2004 to exceed the ratio set forth opposite the last day of such Test Period in Column B of the table set forth below: 
  

	 	 	 Column A

	 	 Column B


	 Test Period

	 	 Ratio

	 	 Ratio


			
	 March 31, 2004
	 	n/a	 	4.00 to 1.00
			
	 June 30, 2004
	 	n/a	 	4.00 to 1.00
			
	 September 30, 2004
	 	n/a	 	4.00 to 1.00
			
	 December 31, 2004
	 	n/a	 	4.00 to 1.00
			
	 March 31, 2005
	 	n/a	 	3.25 to 1.00
			
	 June 30, 2005
	 	n/a	 	3.25 to 1.00
			
	 September 30, 2005
	 	3.25 to 1.00	 	3.25 to 1.00
			
	 December 31, 2005
	 	3.25 to 1.00	 	3.25 to 1.00
			
	 March 31, 2006 and the last day of each Fiscal Quarter thereafter
	 	3.00 to 1.00	 	3.00 to 1.00

  
 (s)    Section 6.16: Senior Leverage Ratio. Section 6.16 of the Existing Credit Agreement shall hereby be amended by deleting such section in its entirety and replacing it as follows: 
  
 “Section 6.16: Senior Leverage Ratio. The
Borrower will not permit the Senior Leverage Ratio for any Test Period set forth below (1) if a Second Lien Prepayment Event shall have occurred on or before the last day of such Test Period, to exceed the ratio set forth opposite the last day of
such Test Period in Column A of the table set forth below and (2) if a Second Lien Prepayment Event shall not have occurred on or prior to the last day of such Test Period, to exceed the ratio set forth opposite the last day of such Test Period in
Column B of the table set forth below: 
  

	 	 	 Column A

	 	 Column B


	 Test Period

	 	 Ratio

	 	 Ratio


			
	 September 30, 2003
	 	5.50 to 1.00	 	5.50 to 1.00

  

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	 December 31, 2003
	 	5.50 to 1.00	 	5.50 to 1.00
			
	 March 31, 2004
	 	5.50 to 1.00	 	2.25 to 1.00
			
	 June 30, 2004
	 	5.00 to 1.00	 	2.25 to 1.00
			
	 September 30, 2004
	 	4.50 to 1.00	 	2.00 to 1.00
			
	 December 31, 2004
	 	4.25 to 1.00	 	2.00 to 1.00
			
	 March 31, 2005
	 	4.25 to 1.00	 	1.75 to 1.00
			
	 June 30, 2005
	 	3.75 to 1.00	 	1.75 to 1.00
			
	 September 30, 2005 and the last day of each Fiscal Quarter thereafter
	 	1.75 to 1.00	 	1.75 to 1.00

  
 (t)    Section 6.17: Fixed Charge Coverage Ratio. Section 6.17 of the Existing Credit Agreement shall hereby be amended by deleting such section in its entirety and replacing it as follows: 
  
 “Section 6.17: Fixed Charge Coverage Ratio. (1)
If a Second Lien Prepayment Event shall have occurred, the Borrower will not permit the Fixed Charge Coverage Ratio for any Test Period ending on or after September 30, 2005 to exceed the ratio set forth opposite the last day of such Test Period in
Column A of the table set forth below and (2) if a Second Lien Prepayment Event shall not have occurred, the Borrower will not permit the Fixed Charge Coverage Ratio for any Test Period ending on or after March 31, 2004 to exceed the ratio set forth
opposite the last day of such Test Period in Column B in the table set forth below: 
  

	 	 	 Column A

	 	 Column B


	 Test Period

	 	 Ratio

	 	 Ratio


			
	 March 31, 2004
	 	n/a	 	1.10 to 1.00
			
	 June 30, 2004
	 	n/a	 	1.25 to 1.00
			
	 September 30, 2004
	 	n/a	 	1.35 to 1.00
			
	 December 31, 2004
	 	n/a	 	1.50 to 1.00
			
	 March 31, 2005
	 	n/a	 	1.75 to 1.00
			
	 June 30, 2005
	 	n/a	 	1.75 to 1.00

  

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	 September 30, 2005 and the last day of each Fiscal Quarter thereafter
	 	1.75 to 1.00	 	1.75 to 1.00

  
 (u)    Section 6.18: Capital Expenditures. Section 6.18 of the Existing Credit Agreement shall hereby be amended by deleting such section in its entirety and replacing it as follows: 
  
 “Section 6.18: Capital Expenditures. (a) If a
Second Lien Prepayment Event shall have occurred (1) as of each date set forth below, the Borrower will not permit the aggregate Capital Expenditures made or committed to be made by the Borrower and its Subsidiaries since July 1, 2003 through each
date set forth below to exceed the amount set forth opposite such date in the table set forth below: 
  

	 Period

	 	 Amount


		
	 September 30, 2003
	 	$14,000,000
		
	 December 31, 2003
	 	$28,000,000
		
	 March 31, 2004
	 	$38,000,000
		
	 June 30, 2004
	 	$47,000,000
		
	 September 30, 2004
	 	$50,000,000
		
	 December 31, 2004
	 	$52,000,000
		
	 March 31, 2005
	 	$71,000,000
		
	 June 30, 2005
	 	$77,000,000

  
 and (2) the Borrower
will not, and will not permit any of its Subsidiaries to, make or commit to make any Capital Expenditures, except that the Borrower and its Subsidiaries may make or commit to make Capital Expenditures that do not exceed the amount set forth below
(the “Base Amount”), for each Fiscal Year set forth below: 
  

	 Fiscal Year

	 	 Base Amount


		
	 December 31, 2005
	 	$55,000,000
		
	 December 31, 2006
	 	$40,000,000
		
	 December 31, 2007 and each Fiscal Year thereafter
	 	$35,000,000

  

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 ; provided that with respect to this clause (2), for any Fiscal Year ending on or after December
31, 2005, the Base Amount set forth above may be increased by a maximum of 75% of the Base Amount for any such Fiscal Year by carrying over to any such Fiscal Year any portion of the Base Amount (without giving effect to any increase) not spent in
the immediately preceding Fiscal Year, and that Capital Expenditures in any Fiscal Year shall be deemed first made from the Base Amount (without giving effect to any increase) applicable to such Fiscal Year. 
  
 (b)    If a Second Lien Prepayment Event
shall not have occurred (1) as of each date set forth below, the Borrower will not permit the aggregate Capital Expenditures made or committed to be made by the Borrower and its Subsidiaries since July 1, 2003 through each date set forth below to
exceed the amount set forth opposite such date in the table set forth below: 
  

	 Period

	 	 Amount


		
	 September 30, 2003
	 	$14,000,000
		
	 December 31, 2003
	 	$28,000,000

  
 and (2) the Borrower
will not, and will not permit any of its Subsidiaries to, make or commit to make any Capital Expenditures, except that the Borrower and its Subsidiaries may make or commit to make Capital Expenditures that do not exceed the amount set forth below
(the “Base Amount”) for each Fiscal Year set forth below: 
  

	 Fiscal Year

	 	 Base Amount


		
	 December 31, 2004
	 	$65,000,000
		
	 December 31, 2005
	 	$55,000,000
		
	 December 31, 2006
	 	$40,000,000
		
	 December 31, 2007 and each Fiscal Year thereafter
	 	$35,000,000

  
 ; provided that
with respect to this clause (2), for any Fiscal Year ending on or after December 31, 2004, the Base Amount set forth above may be increased by a maximum of 75% of the Base Amount for any such Fiscal Year by carrying over to any such Fiscal Year any
portion of the Base Amount (without giving effect to any increase) not spent in the immediately preceding Fiscal Year, and that Capital 
  

 -12- 








 Expenditures in any Fiscal Year shall be deemed first made from the Base Amount applicable to such Fiscal
Year (without giving effect to any increase).” 
  
 (v)    Sections 6.20 and 6.21. Article VI of the Existing Credit Agreement shall hereby be amended by adding new Sections 6.20 and 6.21 immediately at the end of Article VI as follows: 
  
 “Section 6.20: EBITDA. (1) If a Second Lien
Prepayment Event shall have occurred, the Borrower will not permit Consolidated EBITDA for any twelve month period ending on or after September 30, 2003 and on or before June 30, 2005 to be less than the amount set forth opposite the last day of
such twelve month period in the table set forth below and (2) if a Second Lien Prepayment Event shall not have occurred, the Borrower will not permit Consolidated EBITDA for any twelve month period ending on September 30, 2003 or December 31, 2003
to be less than the amount set forth opposite the last day of such twelve month period in the table set forth below: 
  

	 Period Ending

	 	 Amount


		
	 September 30, 2003
	 	$61,000,000
		
	 December 31, 2003
	 	$52,000,000
		
	 March 31, 2004
	 	$45,000,000
		
	 June 30, 2004
	 	$48,000,000
		
	 September 30, 2004
	 	$56,000,000
		
	 December 31, 2004
	 	$62,000,000
		
	 March 31, 2005
	 	$65,500,000
		
	 June 30, 2005
	 	$69,000,000

  
 ; provided that
for the twelve month period ending September 30, 2003, for the period from October 1, 2002 through the Effective Date, Consolidated EBITDA shall be calculated on a pro forma basis in accordance with Regulation S-X of the Exchange Act assuming that
the Transactions had been consummated on October 1, 2002, and $150,000 shall be permitted to be added back to the calculation of Consolidated EBITDA for the Fiscal Quarter ended December 31, 2002 to reflect certain standalone adjustments for selling
and administrative expenses, management charges and research and technology expenses. 
  
 Section 6.21: Updated Projected Financial Statements. In addition to, and not in derogation of, its obligations under Section
5.01(e), the Borrower will not fail to furnish to each Lender and the Administrative Agent, as soon as available and in any event no later than January 30, 2004, financial projections (including, 
  

 -13- 








 without limitation, consolidated income statement, balance sheet and cash flow statement projections) for
the Fiscal Years ending 2004 through 2010, inclusive; provided that in the event that Second Lien Indebtedness is not incurred, then the financial projections for the Fiscal Years ending 2004 through 2010, inclusive, shall be subject to the
satisfaction, in form and substance, of the Administrative Agent in its sole discretion. In addition, the Borrower agrees to provide within 45 days after the end of each quarter of each Fiscal Year (commencing with the quarter ended March 31, 2004),
updated quarterly financial projections for the remainder of such Fiscal Year. Upon each such delivery, the Borrower shall be deemed to have made the representation with respect to such delivered projections contained in Section 3.15(c).”

  
 (w)    Section 6.22. Upon any
Second Lien Indebtedness being first incurred, Article VI of the Existing Credit Agreement shall hereby be amended by adding new Section 6.22 immediately at the end of Article VI as follows: 
  
 “Section 6.22: Clean Down. Beginning with the
Fiscal Year ending December 31, 2004 (and each Fiscal Year thereafter), for at least 60 consecutive days between October 1 of each Fiscal Year and January 31 of each subsequent Fiscal Year of the Borrower, the Borrower shall not permit the
difference between the Total Revolving Credit Commitment and the Revolving Credit Exposure to be less than $30.0 million.” 
  
 (x)    Section 7.01: Listing of Events of Default. (1) Section 7.01(i)(i) of the Existing Credit Agreement is hereby amended by
adding the phrase “or admit in writing inability to pay debts as they become due” and the end thereof and before the “;” and (2) Section 7.01(l) of the Existing Credit Agreement is hereby amended by deleting “December 31,
2001” and replacing it with “June 30, 2003, except as specifically set forth in the Information Memorandum.” 
  
 (y)    Section 9.08: Waivers; Amendment. Section 9.08 of the Existing Credit Agreement is hereby amended by adding new clause
(d) after clause (c), as follows: 
  
 “(d)    The Lenders, the Administrative Agent and the Borrower (on behalf of itself and each of the Guarantors) hereby acknowledge and agree that an amendment and restatement to this Agreement may be made at any
time on or before January 30, 2004 providing for the Second Lien Facility (and to make such other changes to this Agreement and the other Loan Documents consistent therewith), and that such amendment and restatement shall, without any further act or
consent of any other party hereto, be effective to amend and restate this Agreement and each of the other Loan Documents immediately upon execution and delivery thereof by the Persons providing the commitments and/or loans with respect to the Second
Lien Facility, the Administrative Agent and the Borrower.” 
  
 Section 2.    Consent. The Requisite Lenders hereby consent to the intercompany sale of assets and transactions related thereto, as set forth on Schedule II hereto (and related releases of Liens with
respect to such assets). 
  

 -14- 








 Section 3.    Representations and Warranties. The Borrower represents
and warrants to the Lenders, as of the date hereof and as of the Effectiveness Date, that: 
  
 (a)    The Borrower (on behalf of itself and each of the Guarantors) irrevocably: (i) acknowledge the continuing
validity and enforceability of each of the Loans under the Existing Credit Agreement (whether made on the initial Closing Date or thereafter) and the receipt thereby of full value therefor, (ii) acknowledge the continuing validity of the Liens
securing their respective Obligations thereunder and hereunder and (iii) waive any defenses available to them (whether by contract, at law, in equity or otherwise) with regard to the existence or enforceability of any of their respective Obligations
thereunder or under any of the Loan Documents; 
  
 (b)    This Amendment has been duly authorized, executed and delivered by the Borrower and each of the Guarantors and is enforceable against the Borrower and each of the Guarantors respectively, in accordance with its
terms. 
  
 (c)    Neither the
execution or delivery by the Borrower of this Amendment, nor compliance by it with the terms and provisions hereof (including, without limitation, the execution of any documentation in respect of any Second Lien Facility and/or Second Lien Notes),
(i) will contravene any applicable provision of any law, statute, rule or regulation, or any order, writ, injunction or decree of any court or Governmental Authority, (ii) will conflict or be inconsistent with, or result in any breach of, any of the
terms, covenants, conditions or provisions of, or constitute a default under, the terms of any indenture, mortgage, deed of trust, loan agreement, credit agreement or any other material agreement, contract or instrument to which the Borrower or any
of its Subsidiaries is a party or by which its Subsidiaries’ property or assets is bound or to which the Borrower or any of its Subsidiaries may be subject, including without limitation the Credit Agreement, or (iii) will violate any provision
of the Borrower’s certificate of incorporation or by-laws or the certificate of incorporation or bylaws (or equivalent organizational or other charter documents) of any of its respective Subsidiaries. 
  
 (d)    After giving effect to this
Amendment, the representations and warranties set forth in the Credit Agreement, are true and correct in all respects with the same effect as if made on the date hereof and the Effectiveness Date (as if the effectiveness of this Amendment was deemed
to be the making of a Loan), except to the extent such representations and warranties expressly relate to an earlier date. 
  
 (e)    The Amendment Information dated October 29, 2003 (including projections and all exhibits, attachments and
schedules thereto, collectively the “Amendment Information”) does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained herein and therein not
misleading, in light of the circumstances under which they were made; provided that to the extent the projections are based upon or constitute a forecast or projection, the Borrower represents only that it acted in good faith and utilized reasonable
assumptions and due care in the preparation of such projections. Schedule III hereto lists 
  

 -15- 








 (i) the Amendment Information and (ii) the Borrower’s current and periodic reports filed with the
SEC and incorporated by reference in the Amendment Information. 
  
 (f)    Immediately after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing. 
  
 (g)    The Borrower has not been party to any communication with any of its ten largest
customers (determined by revenues derived therefrom during the six months ended June 30, 2003) (i) to the effect that such customer will not or may not renew its existing contract(s) with the Company or (ii) in respect of any deficiency involving
the Company’s products or services that could reasonably be expected to have a Material Adverse Effect. 
  
 Section 4.    Conditions to Effectiveness. Upon satisfaction (or waiver in accordance with Section 9.08 of the Credit
Agreement) of the following conditions, this Amendment shall be deemed to be effective as of September 30, 2003 (the “Effectiveness Date”): 
  
 (a)    The Administrative Agent (or its counsel) shall have received from Lenders constituting the Requisite Lenders,
the Lenders holding over 50% of the Term B Loans, the Lenders holding over 50% of the outstanding Revolving Credit Commitments and Revolving Credit Exposure and each of the other parties hereto either (i) a counterpart of this Amendment signed on
behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; 
  
 (b)    The Administrative Agent shall
have received reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower in connection with this Amendment or any Loan
Document; 
  
 (c)    The
Borrower shall have paid to the Administrative Agent on behalf of each Lender executing this Amendment an amendment fee in an amount equal to 0.25% of such Lender’s total Term B Loans and Revolving Credit Commitments (whether drawn or undrawn)
outstanding on the Effectiveness Date and prior to giving effect to any application of proceeds of Second Lien Indebtedness; 
  
 (d)    All corporate and other proceedings taken or to be taken in connection with this Amendment and all documents
incidental thereto, whether or not referred to herein, shall be satisfactory in form and substance to the Administrative Agent and its counsel; 
  
 (e)    The Borrower shall have provided, or caused to be provided, to each Lender, the Amendment Information;

  
 (f)    The Borrower shall
have provided a supplement to the Perfection Certificate dated as of a recent date; 
  

 -16- 








 (g)    The Administrative Agent shall have received, on behalf of
itself and the Lenders, a favorable written opinion of counsel to the Company in form and substance reasonably satisfactory to the Administrative Agent with respect to the matters set forth in Section 3(b) and (c); 
  
 (h)    On or before the date hereof (or
as such period may be extended by the Administrative Agent) the Administrative Agent shall have received (to the extent it so requires, and in form and substance reasonably satisfactory to it) amendments to each of the Separation Agreements whereby
Crown Holdings, Inc. and each of its subsidiaries, to the extent parties thereto (each, a “Crown Entity”) shall agree, (i) to eliminate any right to terminate, such Separation Agreement solely as a result of a Bankruptcy Event (as
defined therein) (but to the extent such right is eliminated to permit such Crown Entity unilaterally to make reasonable modifications to the payment terms (but not pricing)) and (ii) to eliminate any right to terminate the Transition Services
Agreement (as referenced on Schedule 3.22 to the Existing Credit Agreement) upon a Change of Control except that the applicable Crown Entity shall have the right to renegotiate pricing terms upon a Change of Control and to terminate such
Separation Agreement if pricing terms are not agreed to after good faith negotiations. 
  
 Section 5.    Expenses. The Borrower agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses incurred by it in connection with this Amendment, including
the reasonable fees, charges and disbursements of Cahill Gordon & Reindel LLP, counsel for the Administrative Agent. 
  
 Section 6.    Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto
on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this
Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. 
  
 Section 7.    Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK. 
  
 Section
8.    Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. 
  
 [Signature Pages Follow] 
  

 -17- 








 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date
first above written. 
  
 CONSTAR
INTERNATIONAL INC., 
     as Borrower 
  
 By:
 /S/    JAMES C. COOK                     
                    
         Name: James C. Cook 
         Title:   C.F.O. 
  
 CONSTAR, INC. 
  
 By:
 /S/    JAMES C. COOK                     
                    
         Name: James C. Cook 
         Title:   C.F.O. 
  
 BFF INC. 
  
 By:
 /S/    JAMES C. COOK                     
                    
         Name: James C. Cook 
         Title:   C.F.O. 
  
 DT, INC. 
  
 By:
 /S/    JAMES C. COOK                     
                    
         Name: James C. Cook 
         Title:   C.F.O. 
  
 CONSTAR PLASTICS, LLC 
  
 By:
 /S/    JAMES C. COOK                     
                    
         Name: James C. Cook 
         Title:   C.F.O. 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to the Credit Agreement 
 dated
as of November 20, 2002 







 CONSTAR FOREIGN HOLDINGS, INC. 
  
 By:
 /S/    JAMES C. COOK                     
                    
         Name: James C. Cook 
         Title:   C.F.O. 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to the Credit Agreement 
 dated
as of November 20, 2002 
  







 CITICORP NORTH AMERICA, INC., 
     as Administrative Agent and as Lender 
  
 By:  /S/    SUZANNE
CRYMES                                  
       
         Name: Suzanne Crymes

         Title:   Vice President 
  
  
 Constar International Inc. 
 Amendment No. 2 to the Credit Agreement 
 dated as of November 20, 2002 
  







 American Express Certificate Company 
 By: American Express Asset 
 Management Group, Inc. 
 as Collateral Manager 
  
 By:
 /S/    YVONNE STEVENS             
         Name: Yvonne Stevens 
         Title:   Senior Managing Director 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to
the Credit Agreement 
 dated as of November 20, 2002 
  







 AMMC CDO I, LIMITED 
 By: American Money Management Corp., 
 as Collateral Manager 
  
 By:  /S/    DAVID P MEYER             
         Name: David P. Meyer 
         Title:   Vice President 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to
the Credit Agreement 
 dated as of November 20, 2002 
  







 AMMC CDO II, LIMITED 
 By: American Money Management Corp., 
 as Collateral Manager 
  
 By:  /S/    DAVID P. MEYER             
         Name: David P. Meyer 
         Title:   Vice President 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to
the Credit Agreement 
 dated as of November 20, 2002 
  







 APEX (IDM) CDO I, LTD. as Lender 
 By: David L. Babson & Company Inc. as 
 Collateral Manager 
  
 By:  /S/    GLENN P.
DUFFY             
         Name: Glenn P. Duffy 
         Title:   Managing Director 
  
  
 ELC (CAYMAN) LTD., as Lender 
 By: David L. Babson & Company Inc. as 
 Collateral Manager 
  
 By:  /S/    GLENN P.
DUFFY             
         Name: Glenn P. Duffy 
         Title:   Managing Director 
  
  
 ELC (CAYMAN) LTD. COD SERIES 1999-I, 
 as Lender 
 By: David L. Babson & Company Inc. as 
 Collateral Manager 
  
 By:
 /S/    GLENN P. DUFFY             
     Name: Glenn P. Duffy 
     Title:   Managing Director 
  
  
 ELC (CAYMAN) LTD. 1999-II,
as Lender 
 By: David L. Babson & Company Inc. as 
 Collateral Manager 
  
 By:  /S/    GLENN P.
DUFFY             
         Name: Glenn P. Duffy 
         Title:   Managing Director 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to the Credit Agreement 
 dated
as of November 20, 2002 
  







 ATRIUM CDO, as Lender 
  
 By:  /S/ ANDREW H.
MARSHAK             
         Name: Andrew H. Marshak 
         Title:   Authorized Signatory 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to the Credit Agreement 
 dated
as of November 20, 2002 







 BLACK DIAMOND CLO 1998-1, LTD., 
 as Lender 
  
 By:  /S/    ALAN
CORKISH             
         Name: Alan Corkish 
         Title:   Director 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to the Credit Agreement 
 dated
as of November 20, 2002 
  







 BLACK DIAMOND CLO 2000-1, LTD., 
 as Lender 
  
 By:  /S/    ALAN
CORKISH             
         Name: Alan Corkish 
         Title:   Director 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to the Credit Agreement 
 dated
as of November 20, 2002 
  







 Canadian Imperial Bank of Commerce, 
 as Lender 
  
 By:  /S/    MARC
BERG             
         Name: Marc Berg 
         Title:   Authorized Signatory 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to the Credit Agreement 
 dated
as of November 20, 2002 
  







 Centurion CDO II, Limited, as Lender 
 By: American Express Asset Management Group, Inc. 
 as Collateral, Manager 
  
 By:  /S/    LEANNE
STAVRAKIS             
         Name: Leanne Stavrakis 
         Title:   Director – Operations 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to the Credit Agreement 
 dated
as of November 20, 2002 
  







 Centurion CDO III, Limited, as Lender 
 By: American Express Asset Management Group, Inc. 
 as Collateral Manager 
  
 By:  /S/    LEANNE
STAVRAKIS             
         Name: Leanne Stavrakis 
         Title:   Director – Operations 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to the Credit Agreement 
 dated
as of November 20, 2002 
  







 Centurion CDO VI, Ltd., as Lender 
 By: American Express Asset Management Group, Inc. 
 as Collateral Manager 
  
 By:  /S/    LEANNE
STAVRAKIS             
         Name: Leanne Stavrakis 
         Title:   Director – Operations 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to the Credit Agreement 
 dated
as of November 20, 2002 
  







 CSAM Funding I, as Lender 
  
 By:  /S/    ANDREW H.
MARSHAK             
         Name: Andrew H. Marshak 
         Title:   Authorized Signatory 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to the Credit Agreement 
 dated
as of November 20, 2002 
  







 CSAM Funding II, as Lender 
  
 By:
 /S/    ANDREW H. MARSHAK             
         Name: Andrew H. Marshak 
         Title:   Authorized Signatory 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to
the Credit Agreement 
 dated as of November 20, 2002 
  







 DEUTSCHE BANK TRUST COMPANY AMERICAS, 
 as Lender 
  
 By:  /S/    MARCO
ORLANDO             
         Name: Marco Orlando 
         Title:   Director 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to the Credit Agreement 
 dated
as of November 20, 2002 
  







 ELC (CAYMAN) LTD. 1999-III, as Lender 
 By: David L. Babson & Company Inc. as 
 Collateral Manager 
  
 By:  /S/    GLENN P.
DUFFY             
         Name: Glenn P. Duffy 
         Title:   Managing Director 
  
  
 ELC (CAYMAN) LTD. 2000-I, as Lender 
 By: David L. Babson & Company Inc. as 
 Collateral Manager 
  
 By:  /S/    GLENN P.
DUFFY             
         Name: Glenn P. Duffy 
         Title:   Managing Director 
  
  
 TRYON CLO LTD. 2000-I, as Lender 
 By: David L. Babson & Company Inc. as 
 Collateral Manager 
  
 By:  /S/    GLENN P.
DUFFY             
         Name: Glenn P. Duffy 
         Title:   Managing Director 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to the Credit Agreement 
 dated
as of November 20, 2002 
  







 ELF Funding Trust III, as Lender 
  
 By: New York Life Investment Management LLC, 

as Attorney-In-Fact 
  
 By:  /S/    F. DAVID
MELKA             
         Name: F. David Melka 
         Title:   Vice President 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to the Credit Agreement 
 dated
as of November 20, 2002 
  







 Export Development Canada, as Lender 
  
 By:
 /S/    IAN CAMERON             
         Name: Ian Cameron 
         Title:   Asset Management 
  
 By:
 /S/    ROBERT HODGES             
         Name: Robert Hodges 
         Title:  Asset Management 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to
the Credit Agreement 
 dated as of November 20, 2002 
  







 First Dominion Funding I, as Lender 
  
 By:
 /S/    ANDREW H. MARSHAK             
         Name: Andrew H. Marshak 
         Title:   Authorized Signatory 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to
the Credit Agreement 
 dated as of November 20, 2002 
  







 Franklin CLO II, Limited, as Lender 
  
 By:
 /S/    RICHARD D’ADDARIO             
         Name: Richard D’Addario 
         Title:   Senior Vice President 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to
the Credit Agreement 
 dated as of November 20, 2002 
  







 Franklin CLO III, Limited, as Lender 
  
 By:
 /S/    RICHARD D’ADDARIO             
         Name: Richard D’Addario 
         Title:   Senior Vice President 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to
the Credit Agreement 
 dated as of November 20, 2002 
  







 Franklin CLO IV, Limited, as Lender 
  
 By:
 /S/    RICHARD D’ADDARIO             
         Name: Richard D’Addario 
         Title:   Senior Vice President 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to
the Credit Agreement 
 dated as of November 20, 2002 
  







 Franklin Floating Rate Daily Access Fund, 
 as Lender 
  
 By:  /S/    RICHARD
D’ADDARIO             
         Name: Richard D’Addario 
         Title:   Vice President 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to the Credit Agreement 
 dated
as of November 20, 2002 
  







 Franklin Floating Rate Master Series, 
 as Lender 
  
 By:  /S/    RICHARD
D’ADDARIO             
         Name: Richard D’Addario 
         Title:   Vice President 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to the Credit Agreement 
 dated
as of November 20, 2002 
  







 Franklin Floating Rate Trust, as Lender 
  
 By:
 /S/    RICHARD D’ADDARIO             
         Name: Richard D’Addario 
         Title:   Vice President 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to
the Credit Agreement 
 dated as of November 20, 2002 
  







 General Electric Capital Corporation, 
 as Lender 
  
 By:  /S/    MOIRA A.
DUNCAN             
         Name: Moira A. Duncan 
         Title:   Senior Risk Manager 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to the Credit Agreement 
 dated
as of November 20, 2002 
  







 GoldenTree Loan Opportunities I, Limited 
 By: GoldenTree Asset Management, L.P., 
 as Lender 
  
 By:  /S/    THOMAS O’SHEA             
         Name: Thomas O’Shea 
         Title:   Portfolio Manager 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to
the Credit Agreement 
 dated as of November 20, 2002 
  







 Hamilton CDO, Ltd., as Lender 
 By: Stanfield Capital Partners LLC, 
 as its Collateral Manager 
  
 By:  /S/    CHRISTOPHER E. JANSEN             

        Name: Christopher E. Jansen 
         Title:   Managing Partner 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to
the Credit Agreement 
 dated as of November 20, 2002 
  







 IDS Life Insurance Company, as Lender 
 By: American Express Asset Management Group, Inc. 
 as Collateral Manager 
  
 By:  /S/    YVONNE
STEVENS             
         Name: Yvonne Stevens 
         Title:   Senior Managing Director 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to the Credit Agreement 
 dated
as of November 20, 2002 
  







 ING PRIME RATE TRUST, as Lender 
 By: Aeltus Investment Management, Inc. 
 as its investment manager 
  
 By:  /S/    CHARLES E. LEMIEUX, CFA            

         Name: Charles E. LeMieux 
         Title:   Vice President 
  
  
 ING SENIOR INCOME FUND, as Lender 
 By: Aeltus Investment Management, Inc. 
 as its investment manager 
  
 By:  /S/    CHARLES E. LEMIEUX,
CFA             
         Name: Charles E. LeMieux 
         Title:   Vice President 
  
  
 ML CLO XX PILGRIM AMERICA (CAYMAN) LTD., 
 as Lender 
 By: ING Investments, LLC as its investment manager 
  
 By:  /S/    CHARLES E. LEMIEUX, CFA            

         Name: Charles E. LeMiieux 
         Title:   Vice President 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to
the Credit Agreement 
 dated as of November 20, 2002 
  







 JP Morgan Chase Bank, as Lender 
  
 By:
 /S/    PETER S. PREDUN             
         Name: Peter S. Predun 
         Title:   Vice President 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to
the Credit Agreement 
 dated as of November 20, 2002 
  







 KATONAH I, LTD., as Lender 
  
 By:
 /S/    RALPH DELLA ROCCA             
         Name: Ralph Della Rocca 
         Title:   Authorized Officer 
   Katonah Capital, L.L.C. 
   As Manager 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to the Credit Agreement 
 dated as of November 20, 2002 
  







 KATONAH II, LTD., as Lender 
  
 By:
 /S/    RALPH DELLA ROCCA             
         Name: Ralph Della Rocca 
         Title:   Authorized Officer 
   Katonah Capital, L.L.C. 
   As Manager 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to the Credit Agreement 
 dated as of November 20, 2002 
  







 KATONAH III, LTD., as Lender 
  
 By:
 /S/    RALPH DELLA ROCCA             
         Name: Ralph Della Rocca 
         Title:   Authorized Officer 
   Katonah Capital, L.L.C. 
   As Manager 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to the Credit Agreement 
 dated as of November 20, 2002 
  







 KATONAH IV, LTD., as Lender 
  
 By:
 /S/    RALPH DELLA ROCCA             
         Name: Ralph Della Rocca 
         Title:   Authorized Officer 
   Katonah Capital, L.L.C. 
   As Manager 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to the Credit Agreement 
 dated as of November 20, 2002 
  







 KZH CYPRESSTREE-1 LLC, as Lender 
  
 By:
 /S/    HI HUA             
         Name: Hi Hua 
         Title:   Authorized Agent 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to
the Credit Agreement 
 dated as of November 20, 2002 
  







 KZH ING-2 LLC, as Lender 
  
 By:  /S/    HI
HUA             
         Name: Hi Hua 
         Title:   Authorized Agent 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to the Credit Agreement 
 dated
as of November 20, 2002 
  







 KZH STERLING, as Lender 
  
 By:  /S/    HI
HUA             
         Name: Hi Hua 
         Title:   Authorized Agent 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to the Credit Agreement 
 dated
as of November 20, 2002 
  







 Natexis Banques Populaires, as Lender 
  
 By:
 /S/    WILLIAM C. MAIER             
         Name: William C. Maier 
         Title:   Senior Vice President 
  
 By:
 /S/    MICHAEL J. STORMS             
         Name: Michael J. Storms 
         Title:   Associate 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to
the Credit Agreement 
 dated as of November 20, 2002 
  







 Restoration Funding CLO, LTD, as Lender 
 By: Highland Capital Management, L.P. 
 as Collateral Manager 
  
 By:  /S/    MARK OKADA             
         Name: Mark Okada 
         Title:   Chief Investment Officer 
   Highland Capital Management, L.P. 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to the Credit Agreement 
 dated as of November 20, 2002 
  







 Sequils – Centurion V, Ltd., as Lender 
 By: American Express Asset Management Group Inc. 
 as Collateral Manager 
  
 By:  /S/    LEANNE
STAVRAKIS             
         Name: Leanne Stavrakis 
         Title:   Director – Operations 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to the Credit Agreement 
 dated
as of November 20, 2002 
  







 Stanfield Arbitrage CDO, Ltd., as Lender 
 By: Stanfield Capital Partners LLC 
 as its Collateral Manager 
  
 By:  /S/    CHRISTOPHER E. JANSEN             

        Name: Christopher E. Jansen 
         Title:   Managing Partner 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to
the Credit Agreement 
 dated as of November 20, 2002 
  







 Stanfield Carrera CLO, Ltd., as Lender 
 By: Stanfield Capital Partners LLC 
 as its Asset Manager 
  
 By:  /S/    CHRISTOPHER E. JANSEN 
         Name: Christopher E. Jansen 
         Title:   Managing Partner 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to the Credit Agreement 
 dated
as of November 20, 2002 
  







 Stanfield CLO, Ltd., as Lender 
 By: Stanfield Capital Partners LLC 
 as its Collateral Manager 
  
 By:  /S/    CHRISTOPHER E. JANSEN             

        Name: Christopher E. Jansen 
         Title:   Managing Partner 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to
the Credit Agreement 
 dated as of November 20, 2002 
  







 Stanfield/RMF Transatlantic CDO Ltd., as Lender 
 By: Stanfield Capital Partners LLC 
 as its Collateral Manager 
  
 By:  /S/    CHRISTOPHER E. JANSEN             

        Name: Christopher E. Jansen 
         Title:   Managing Partner 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to
the Credit Agreement 
 dated as of November 20, 2002 
  







 Stanfield Quattro CLO, Ltd., as Lender 
 By: Stanfield Capital Partners LLC 
 as its Collateral Manager 
  
 By:  /S/    CHRISTOPHER E. JANSEN             

        Name: Christopher E. Jansen 
         Title:   Managing Partner 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to
the Credit Agreement 
 dated as of November 20, 2002 
  







 SunAmerica Senior Floating Rate Fund Inc., 
 as Lender 
 By: Stanfield Capital Partners LLC as subadvisor 
  
 By:  /S/    CHRISTOPHER E. JANSEN             

        Name: Christopher E. Jansen 
         Title:   Managing Partner 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to
the Credit Agreement 
 dated as of November 20, 2002 
  







 SunTrust Bank, as Lender 
  
 By:  /S/    STEPHEN
DERBY 
         Name: Stephen Derby 

        Title:   Director 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to
the Credit Agreement 
 dated as of November 20, 2002 
  







 Sutter CBO 1999-1, Ltd., as Lender 
  
 By:
 /S/    PETA SWIDLER             
         Name: Peta Swidler 
         Title:   Senior Vice President 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to
the Credit Agreement 
 dated as of November 20, 2002 
  







 Windsor Loan Funding Limited, as Lender 
 By: Stanfield Capital Partners LLC 
 as its Investment Manager 
  
 By:  /S/    CHRISTOPHER E. JANSEN             

        Name: Christopher E. Jansen 
         Title:   Managing Partner 
  
  
  
 Constar International Inc. 
 Amendment No. 2 to
the Credit Agreement 
 dated as of November 20, 2002 
  







 Schedule I 
  

Deposit Accounts 
  

	 Account Name:

	 	 Account Number:

	 	 Bank:


	 Constar Inc. Lockbox
	 	0942313	 	Mellon Bank
	 Constar Inc.
	 	0789574	 	Mellon Bank
	 Constar LLC
	 	0796491	 	Mellon Bank
	 Constar Inc. Payroll
	 	0788934	 	Mellon Bank
	 Constar Inc. Payables
	 	0047335	 	Mellon Bank
	 Constar Inc.
	 	1000012213749	 	SunTrust Bank
	 Constar Inc. 704 Orlando
	 	0215252203368	 	SunTrust Bank
	 Constar Inc. 729 Havre De Grace
	 	1000007624157	 	SunTrust Bank
	 Constar Inc. 709 Old Bay Lane
	 	1000007624165	 	SunTrust Bank
	 Constar Inc. 707 Phillip Lee Drive
	 	1000007625212	 	SunTrust Bank
	 Constar Inc. Lockbox
	 	1000007625964	 	SunTrust Bank

  







 Schedule II 
  

Investment Transaction 
  
 Four (4) Husky’s Injection Molding Systems (acquired during the period between 1994-1995 for approximately US$2,784,000 with an aggregate approximate
book value of US$ 400,000) currently anticipated to be transferred to the UK (Constar International UK Limited), Turkey (Constar Ambalaj Sanayi ve Ticaret A.S.) and/or Holland (Constar International Holland (Plastics) B.V.) 
  
 One (1) Kortec Injection/Blowmolding System (acquired in 2000 for
US$3,129,000 with an approximate book value of US$2,112,000) to be transferred to Holland (Constar International Holland (Plastics) B.V.) 
  







 Schedule III 
  
 Amendment Information 
  
 Private Amendment Package, dated as of October 29, 2003 and posted on Intralinks on October 29, 2003 
  
 Private Lender Presentation posted on Intralinks on October 30, 2003 
  
 Refinancing Model posted on Intralinks on October 29, 2003 
  
 Status Quo Model posted on Intralinks on October 29, 2003 
  
 Public Amendment Package dated as of October 29, 2003 and posted on Intralinks on October 29, 2003 
  
 Public Lender Presentation posted on Intralinks on October 30, 2003 
  
 Current and Periodic Reports Incorporated by Reference in Amendment
Information 
  

	1.	Form 8-K filed on November 27, 2002. 

  

	2.	Form 10-K filed on March 27, 2003. 

  

	3.	Form 8-K filed on March 28, 2003. 

  

	4.	Form 8-K filed on March 31, 2003. 

  

	5.	Form 8-K filed on April 21, 2003. 

  

	6.	Form 8-K filed on April 29, 2003. 

  

	7.	Form 10-Q filed on May 14, 2003. 

  

	8.	Form 8-K filed on July 30, 2003. 

  

	9.	Form NT 10-Q filed on August 15, 2003. 

  

	10.	Form 8-K filed on August 15, 2003. 

  

	11.	Form 10-Q filed on August 18, 2003. 









	12.	Form 8-K filed on September 4, 2003. 

  

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