TRANSITION SERVICES AGREEMENT
THIS TRANSITION SERVICES AGREEMENT (this Agreement), is entered into as of this 20th day of November, 2002, by and between CONSTAR INTERNATIONAL INC., a Delaware corporation (Constar) and CROWN CORK & SEAL COMPANY, INC., a Pennsylvania corporation (Crown).
RECITALS
A. Crown currently provides certain services to Constar and the other Constar Entities (as defined below).
B. Crown and Constar are contemplating that an initial public offering will be made of all of the capital stock of Constar (the Initial Public Offering), and Crown and Constar both desire for Crown to continue to provide certain services to Constar and the other Constar Entities following the Initial Public Offering.
C. Crown and Constar desire to enter into this Agreement to set forth the roles and responsibilities with regard to services to be provided by Crown to Constar and the other Constar Entities following the Initial Public Offering.
AGREEMENTS
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Crown and Constar, for themselves and their successors and assigns, and intending to be legally bound hereby, hereby agree as follows:
ARTICLE I
GENERAL
1.1. Definitions. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Corporate Agreement, dated as of the date hereof, between Crown and Constar.
1.2. Representations.
Each of Crown and Constar represents and warrants to the other that:
(a) it has the requisite corporate authority to enter into and perform this Agreement;
(b) its execution, delivery, and performance of this Agreement has been duly authorized by all requisite corporate action on its behalf; and
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