**Exhibit 10.29b**

Execution Copy 

**AMENDMENT NO. 2 TOCREDIT AGREEMENT**

This AMENDMENT NO. 2 to CREDITAGREEMENT, 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 forthe 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 otherwisedefined herein shall have the meanings ascribed to them in the Credit Agreement. 

W ITNESSETH: 

WHEREAS, theBorrower has requested that the Lenders amend the Credit Agreement in certain respects as set forth below; and 

WHEREAS, theLenders 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 theCredit 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 ofDefault 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 thisAmendment, 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 eachLender as follows: 

(a) this Amendment has been duly authorized, executed and delivered by the Borrower and each Guarantor and constitutesthe 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 andbinding 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 furnishedat 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 aspecific 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*” shallbe deemed to refer to the Credit Agreement as amended hereby (if applicable); 

(c) no Default or Event of Default has occurred and iscontinuing (except for those that are duly waived); and 

(d) no litigation has been commenced against any Loan Party or any of itsSubsidiaries 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 asamended 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 theCredit 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, eachreference 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, withoutlimitation, 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 togetherand construed as a single instrument. 

(b) Except as expressly modified hereby, all of the terms and provisions of the Credit Agreement andall 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 expresslyprovided 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 anypurpose 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 otherwiseexpressly 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 whichtaken 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 anexecuted 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 theState 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***

Allcommunications 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 situationin 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 asapplied to any person. 

 

3 

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 respectivesuccessors 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 causedthis 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]