Exhibit 10.19a
Execution Copy
AMENDMENT NO. 1 TO LICENSE
AGREEMENT
This Amendment No. 1 to License
Agreement (this “ Amendment ”) is entered into
as of the 10th day of November, 2003, by and between CROWN CORK
& SEAL TECHNOLOGIES CORPORATION, a Delaware corporation
(“ Licensor ”) and CONSTAR INTERNATIONAL U.K.
LIMITED, a company organized and existing under the laws of Great
Britain (“ Licensee ”).
RECITALS
A. Licensor and Licensee are parties
to that certain License Agreement (the “ Agreement
”), entered into as of the 20th day of November,
2002.
B. Constar International Inc.
(“ Constar ”) is entering into an Amendment No.
2, dated as of the date hereof (the “ Credit
Agreement Amendment ”), to the Credit Agreement, dated
as of November 20, 2002 (as amended by Amendment No. 1 dated as of
July 28, 2003), by and among Constar, Citigroup North America,
Inc., as 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. and DBSI, as
Joint Lead Arrangers and Joint Bookrunners (the “ Existing
Credit Agreement ”). The Administrative Agent, on behalf
of the Lenders (as defined in the Existing Credit Agreement) has
requested that certain terms and conditions of the Agreement be
amended as set forth herein, and it is a condition to the
effectiveness of the Credit Agreement Amendment that Licensor and
Licensee enter into this Amendment.
C. Licensor and Licensee desire to
amend the Agreement, pursuant to the terms set forth
below.
AGREEMENTS
NOW, THEREFORE, in consideration of
the mutual covenants contained herein and other valuable
considerations set forth herein, the parties hereto,
inten