Exhibit 10.11E
CONSENT AND WAIVER
TO
CONSTAR INTERNATIONAL
INC.’S
CREDIT AGREEMENT
CONSENT AND WAIVER, dated as of
November 24, 2008 (this “ Consent and Waiver
”), by and among Constar International Inc. (the “
Borrower ”), Citicorp USA, Inc., as agent for the
Lenders and Issuers (in such capacity the “ Agent
”) and as a Lender, the other Lenders party to the Credit
Agreement (as defined below) and each of the Guarantors listed on
the signature pages hereof.
W i t n e s s e t
h:
W HEREAS ,
the Borrower, the Agent, the Lenders and the Issuers, among others,
are party to that certain Credit Agreement dated as of
February 11, 2005 as heretofore amended (as the same may be
further amended, supplemented or otherwise modified from time to
time, the “ Credit Agreement ”; capitalized
terms used herein and not otherwise defined herein shall have the
meanings ascribed to them in Credit Agreement); and
W HEREAS ,
the Borrower is party to that certain Indenture, dated as of
November 20, 2002, with Wells Fargo Minnesota, National
Association, as trustee, (the “ Senior Sub Notes
Indenture ”) pursuant to which its 11% Senior
Subordinated Notes due 2012 (the “ Senior Sub Notes
”) have been issued; and
W HEREAS ,
pursuant to the terms of the Senior Sub Notes and the Senior Sub
Notes Indenture an interest payment on the Senior Sub Notes is due
on December 1, 2008 (the “ December Interest
Payment ”); and
W HEREAS ,
the Borrower has advised the Agent and the Lenders that the
Borrower does not intend to make the December Interest Payment on
the date such payment is due; and
W HEREAS ,
pursuant to Section 9.1 of the Credit Agreement an
Event of Default will occur if the Borrower does not make the
December Interest Payment when it is due (the “ Specified
Default ”); and
W HEREAS , to
enable it to continue to obtain extensions of credit under the
Credit Agreement, the Borrower requests that the Requisite Lenders
waive the Specified Default for a period (the “ Waiver
Period ”) beginning on December 1, 2008 and ending
on the earlier of (i) December 31, 2008 and (ii) the
date that the Borrower files a petition under chapter 11 of title
11 of the United States Code; and
W HEREAS ,
the Lenders party hereto (constituting the Requisite Lenders) and
the Agent agree, subject to the limitations and conditions set
forth herein, to waive the Specified Default to the extent set
forth herein;
N OW ,
T HEREFORE , in consideration of the premises and the
covenants and obligations contained herein the parties hereto agree
as follows:
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Section
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1.
Consent and Waiver
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Effective as of the Waiver Effective
Date (as defined below), the Lenders and the Agent waive the
Specified Default for the duration of the Waiver Period
only.
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Section
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2.
Conditions Precedent to the Effectiveness of this
Waiver
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This Waiver shall become effective
when, and only when (the “ Waiver Effective Date
”) the Agent shall have received this Waiver, duly executed
by the Borrower, the Guarantors, the Agent and the Requisite
Lenders.
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Section
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2.
Representations and Warranties
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The Borrower hereby certifies that
the following statements are true on the date hereof after giving
effect to this Waiver:
(a) Representations and
Warranties. 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 are true and
correct in all material respects on and as of the date hereof and
the Waiver Effective Date, in each case as if made on and as of
such date and exc
