Amendment No. 2 to Credit Agreement



 Exhibit 10.29b 
 Execution Copy 
 AMENDMENT NO. 2 TO
CREDIT AGREEMENT 
 This AMENDMENT NO. 2 to CREDIT
AGREEMENT, dated as of August 17, 2005 (this “Amendment”) to the Credit Agreement dated as of February 11, 2005 (as the same may be further amended, supplemented or otherwise modified from time to time, the
“Credit Agreement”) entered into among CONSTAR INTERNATIONAL INC., a Delaware corporation (the “Borrower”), the institutions from time to time party thereto as Lenders
(the “Lenders”), the institutions from time to time party thereto as Issuers (the “Issuers”) and CITICORP USA, INC., a Delaware corporation, in its capacity as administrative agent for
the Lenders and Issuers (in such capacity, the “Administrative Agent”), is entered into among the Borrower, the Guarantors, the Administrative Agent and the Lenders party hereto. Capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed to them in the Credit Agreement. 
 W I T N
E S S E T H: 
 WHEREAS, the
Borrower has requested that the Lenders amend the Credit Agreement in certain respects as set forth below; and 
 WHEREAS, the
Lenders have agreed, subject to the terms and conditions hereinafter set forth, to amend the Credit Agreement in certain respects as set forth below; 
 NOW, THEREFORE, in consideration of the premises and the covenants and obligations contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

 Section 1. Amendments to the Credit Agreement 
 The Credit Agreement is, effective as of the date first written above and subject to the satisfaction (or due waiver) of the conditions set forth in
Section 2 (Conditions Precedent to the Effectiveness of this Amendment) hereof, hereby amended as follows: 
 (a)
Amendments to Article VIII (Negative Covenants) 
 (i) Section 8.4 (Sale of Assets) of the
Credit Agreement is hereby amended by deleting the “and” at the end of clause (f) thereof, replacing the period at the end of clause (f) thereof with the text “; and” and inserting a new
clause (g) at the end thereof to read in its entirety as follows: 
 (g) as long as no Default or Event of
Default is continuing or would result therefrom, sell, convey, transfer, lease or otherwise dispose of any property that does not constitute Collateral; provided, however, that with respect to any such sale,
conveyance, transfer, lease or disposition pursuant to this clause (g), the Fair Market Value for such property shall not exceed $750,000 in the aggregate. 
 Section 2. Conditions Precedent to the Effectiveness of this Amendment 
 (a) This Amendment shall become effective as of the date first written above when, and only when, the Administrative Agent shall have received this
Amendment, duly executed by the Borrower, each Guarantor, the Administrative Agent and the Lenders constituting the Requisite Lenders. 








 AMENDMENT NO 2 TO 
 CREDIT AGREEMENT 
  

 Section 3. Representations and Warranties 
 On and as of the date hereof, after giving effect to this Amendment, the Borrower hereby represents and warrants to the Administrative Agent and each
Lender as follows: 
 (a) this Amendment has been duly authorized, executed and delivered by the Borrower and each Guarantor and constitutes
the legal, valid and binding obligation of the Borrower and each Guarantor, enforceable against the Borrower and each Guarantor in accordance with its terms and the Credit Agreement as amended by this Amendment constitutes the legal, valid and
binding obligation of the Borrower and each Guarantor, enforceable against the Borrower and each Guarantor in accordance with its terms; 
 (b) each of the representations and warranties contained in Article IV (Representations and Warranties) of the Credit Agreement, the other Loan Documents or in any certificate, document or financial or other statement furnished
at any time under or in connection therewith is true and correct in all material respects on and as of the date hereof as if made on and as of such date and except to the extent that such representations and warranties specifically relate to a
specific date, in which case such representations and warranties shall be true and correct in all material respects as of such specific date; provided, however, that references therein to the “Credit Agreement” shall
be deemed to refer to the Credit Agreement as amended hereby (if applicable); 
 (c) no Default or Event of Default has occurred and is
continuing (except for those that are duly waived); and 
 (d) no litigation has been commenced against any Loan Party or any of its
Subsidiaries seeking to restrain or enjoin (whether temporarily, preliminarily or permanently) the performance of any action by any Loan Party required or contemplated by this Amendment, the Credit Agreement or any Loan Document, in each case as
amended hereby (if applicable). 
 Section 4. Fees and Expenses 
 (a) The Borrower and each other Loan Party agrees to pay on demand in accordance with the terms of Section 11.3 (Costs and Expenses) of the
Credit Agreement all reasonable out of pocket costs and expenses of the Administrative Agent in connection with the preparation, reproduction, execution and delivery of this Amendment and all other Loan Documents entered into in connection herewith
(including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and all other Loan Documents). 
 Section 5. Reference to the Effect on the Loan Documents 
 (a) As of the date hereof, each
reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Loan Documents to the Credit Agreement (including, without
limitation, by means of words like “thereunder”, “thereof” and words of like import), shall mean and be a reference to the Credit Agreement as modified hereby, and this Amendment and the Credit Agreement shall be read together
and construed as a single instrument. 
 (b) Except as expressly modified hereby, all of the terms and provisions of the Credit Agreement and
all other Loan Documents are and shall remain in full force and effect and are hereby ratified and confirmed. 
  

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 AMENDMENT NO 2 TO 
 CREDIT AGREEMENT 
  

 (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of the Lenders or the Administrative Agent under any of the Loan Documents, nor constitute a waiver or amendment of any other provision of any of the Loan Documents or for any
purpose except as expressly set forth herein. 
 (d) This Amendment shall be deemed a Loan Document. 
 Section 6. Amendment of Guarantors 
 Each Guarantor hereby consents to this Amendment and agrees that the terms hereof shall not affect, impair or reduce in any way its obligations, liabilities or liens under the Loan Documents (as amended and otherwise
expressly modified hereby), all of which obligations, liabilities and liens shall remain in full force and effect and each of which is hereby reaffirmed (as amended and otherwise expressly modified hereby). 
 Section 7. Execution in Counterparts 
 This Amendment may be executed in any number of counterparts and by different parties in separate counterpart (including by facsimile), each of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are attached to the same document. Delivery of an
executed counterpart by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment. 
 Section 8. Governing Law 
 This Amendment shall be governed by and construed in accordance with the law of the
State of New York. 
 Section 9. Section Titles 
 The Section titles contained in this Amendment are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto. 
 Section 10. Notices 
 All
communications and notices hereunder shall be given as provided in the Credit Agreement. 
 Section 11. Severability

 The fact that any term or provision of this Agreement is held invalid, illegal or unenforceable as to any person in any situation
in any jurisdiction shall not affect the validity, enforceability or legality of the remaining terms or provisions hereof or the validity, enforceability or legality of such offending term or provision in any other situation or jurisdiction or as
applied to any person. 
  

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 AMENDMENT NO 2 TO 
 CREDIT AGREEMENT 
  

 Section 12. Successors 
 The terms of this Amendment shall be binding upon, and shall inure to the benefit of, the Lenders, the other parties hereto and their respective
successors and assigns. 
 Section 13. Waiver of Jury Trial 
 Each of the parties hereto irrevocably waives trial by jury in any action or proceeding with respect to this Amendment or any other Loan Document.

 [Signature Pages Follow] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first written above. 
  

			
	 CONSTAR INTERNATIONAL INC. 
 as Borrower

		
	 By:
	 	 /s/ William S. Rymer

	 Name:
	 	 William S. Rymer

	 Title:
	 	 EVP, CFO

	
	 CITICORP USA, INC.,
 as Administrative Agent, Swing Loan Lender and Lender

		
	 By:
	 	 /s/ David Jaffe

	 Name:
	 	 David Jaffe

	 Title:
	 	 Director and Vice President

	
	 CITICORP NORTH AMERICA,
INC.,
 as Lender

		
	 By:
	 	 /s/ David Jaffe

	 Name:
	 	 David Jaffe

	 Title:
	 	 Director and Vice President



 [SIGNATURE PAGE TO AMENDMENT NO. 2] 








			
	Lenders:
	
	 Wells Fargo Foothill LLC, 
 as Lender

		
	 By:
	 	 /s/ Dennis King

	 Name:
	 	 Dennis King

	 Title:
	 	 Vice President



 [SIGNATURE PAGE TO AMENDMENT NO. 2] 








			
	Guarantors:
	
	 CONSTAR INTERNATIONAL U.K. LIMITED, 
 as Guarantor

		
	 By:
	 	 /s/ Frank Edward Gregory

	 Name:
	 	 Frank Edward Gregory

	 Title:
	 	 VP European Operations

	
	 CONSTAR, INC., 
 as Guarantor

		
	 By:
	 	 /s/ William S. Rymer

	 Name:
	 	 William S. Rymer

	 Title:
	 	 EVP, CFO

	
	 BFF INC.,
 as Guarantor

		
	 By:
	 	 /s/ William S. Rymer

	 Name:
	 	 William S. Rymer

	 Title:
	 	 EVP, CFO

	
	 DT, INC.,
 as Guarantor

		
	 By:
	 	 /s/ William S. Rymer

	 Name:
	 	 William S. Rymer

	 Title:
	 	 EVP, CFO

	
	 CONSTAR FOREIGN HOLDINGS, INC.,
 as Guarantor

		
	 By:
	 	 /s/ William S. Rymer

	 Name:
	 	 William S. Rymer

	 Title:
	 	 EVP, CFO



 [SIGNATURE PAGE TO AMENDMENT NO. 2]