Collateral Sharing Agreement

Exhibit 10.29 COLLATERAL SHARING AGREEMENT, dated as of November , 2002, among CONSTAR INTERNATIONAL INC., a Delaware corporation (the " Borrower" ), the Subsidiaries of the Borrower referred to in Section 5.13 hereof (collectively with the Borrower, the " Grantors" ) and CITICORP NORTH AMERICA, INC., as collateral agent (in such capacity and together with its successors in such capacity, the " Collateral Agent" ). W I T N E S S E T H: WHEREAS, in order to induce the Lenders parties thereto to enter into that certain credit agreement, dated as of November , 2002 (as amended, amended and restated, supplemented or otherwise modified from time to time, the " Credit Agreement" ) among the Borrower, Citicorp North America, Inc., as administrative agent (in such capacity and together with any successors in such capacity, the " Administrative Agent" ) for the Lenders (as defined herein), JP Morgan Chase Bank, as documentation agent (in such capacity and together with any successor in such capacity, the " Documentation Agent" ), Deutsche Bank Securities Inc., as syndication agent (in such capacity, and together with any successors in such capacity, the " Syndication Agent" ), Salomon Smith Barney Inc. and Deutsche Bank Securities Inc., as joint lead arrangers and joint bookrunners (in such capacities, and together with any successors in such capacities, the " Arrangers" ) and the lending institutions from time to time party thereto (together with the Administrative Agent, the Documentation Agent and the Arranger in their capacity as a lender, the " Lenders" ), the Borrower and certain of its Subsidiaries have entered into the Guarantee Agreement, the Pledge Agreement, the Security Agreement and the other Security Documents; WHEREAS, the Obligations are secured by Liens on the Collateral described in the Security Documents; NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein and to induce the Administrative Agent, the Arranger and the Lenders to enter into the Credit Agreement and to induce the Lenders to make Loans and the Issuing Bank to issue Letters of Credit to the Borrower thereunder, each Grantor hereby agrees with the Collateral Agent, for the benefit of the Secured Parties, as follows:

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ARTICLE I DEFINED TERMS SECTION 1.01. Definitions . (a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (b) The following terms shall have the respective meanings set forth below: " Agreement" shall mean this Collateral Sharing Agreement as the same may from time to time be amended, supplemented or otherwise modified. " Collateral" shall mean all property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document. " Collateral Account" shall have the meaning assigned in the Security Agreement. " Collateral Agent" shall mean Citicorp USA, Inc., in its capacity as collateral agent under the Security Documents and this Agreement and any successor collateral agent appointed hereunder. " Collateral Agent Fees" shall mean all fees, costs and expenses of the Collateral Agent of the types described in Sections 4.02, 4.03, 4.04 and 4.05. " Collateral Estate" shall have the meaning assigned in Section 2.01(c). " Distribution Date" shall mean each date fixed by the Collateral Agent in its sole discretion for a distribution to the Secured Parties of funds held in the Collateral Account. " Exchange Rate" shall mean, at any date of determination thereof with respect to any currency, the spot rate of exchange for the conversion of such currency into dollars determined by reference to such rate publishing service as is customarily utilized by the Collateral Agent for such purpose; provided that, to the extent that " Exchange Rate" is used herein to refer to an actual exchange by the Collateral Agent of one currency for another, " Exchange Rate" shall be deemed to refer to the rate at which such exchange actually occurs so long as such exchange is effected under customary market conditions. Any such determination of the Exchange Rate shall be conclusive absent manifest error.

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" Obligations" shall have the meaning assigned in the respective Security Documents. " Pledgor" shall have the meaning set forth in the Pledge Agreement and shall refer to the corresponding entities in the other Pledge Agreements. " Proceeds" shall mean, collectively, all " proceeds," as such term is defined in the UCC, and in any event shall include, without limitation, any consideration received from the sale, exchange, license, lease or other disposition of ownership or control of any asset or property that constitutes Collateral, any value received as a consequence of the possession of any Collateral and any payment received from any insurer or other Person or entity as a result of the destruction, loss, theft, damage or other involuntary conversion of whatever nature of any asset or property that constitutes Collateral, and shall include (a) all cash and negotiable instruments received by or held on behalf of the Collateral Agent, (b) any claim of any Grantor against any third party for (and the right to sue and recover for and the rights to damages or profits due or accrued arising out of or in connection with) (i) past, present or future infringement of any Patent now or hereafter owned by any Grantor, or licensed under a Patent License, (ii) past, present or future infringement or dilution of any Trademark now or hereafter owned by any Grantor or licensed under a Trademark License or injury to the goodwill associated with or symbolized by any Trademark now or hereafter owned by any Grantor, (iii) past, present or future breach of any License and (iv) past, present or future infringement of any Copyright now or hereafter owned by any Grantor or licensed under a Copyright License and (c) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral. " Secured Parties" shall mean, collectively, the Collateral Agent, the Administrative Agent, the Syndication Agent, the Arrangers, the Documentation Agent, the Lenders, the Hedging Exchangers (as defined in the Security Agreement) and the Cash Management Exchangers (as defined in the Security Agreement). " UCC" shall mean the Uniform Commercial Code as in effect on the date hereof in the State of New York; provided , that if by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of the Collateral Agent' s and the Secured Parties' security interest in any item or portion of the Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term " UCC" shall mean the Uniform Commercial Code as in effect on the date hereof in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of definitions relating to such provisions.

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ARTICLE II AUTHORITY OF COLLATERAL AGENT SECTION 2.01. General Authority of the Collateral Agent over the Collateral . (a) Each Grantor hereby appoints the Collateral Agent as its true and lawful attorney-in-fact for the purpose of taking any action and executing any and all documents and instruments that the Collateral Agent may deem necessary or desirable to carry out the terms of this Agreement and the Security Documents and accomplish the purposes hereof and thereof and, without limiting the generality of the foregoing, each Grantor hereby acknowledges that the Collateral Agent shall have all powers and remedies set forth in the Security Documents. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof in accordance with the terms of this Agreement and the other Loan Documents. (b) By acceptance of the benefits of this Agreement and the Security Documents, each Secured Party shall be deemed irrevocably (i) to consent to the appointment of the Collateral Agent as its agent hereunder and under the Security Documents, (ii) to confirm that the Collateral Agent shall have the authority to act as the exclusive agent of such Secured Party for enforcement of any provisions of this Agreement and the Security Documents against any Grantor or the exercise of remedies hereunder or thereunder, (iii) to agree that such Secured Party shall not take any action to enforce any provisions of this Agreement or any Security Document against any Grantor or to exercise any remedy hereunder or thereunder and (iv) to agree to be bound by the terms of this Agreement and the Security Documents. (c) The Collateral Agent hereby agrees that it holds and will hold all of its right, title and interest in, to and under the Security Documents and the Collateral granted to the Collateral Agent thereunder whether now existing or hereafter arising (all such right, title and interest being hereinafter referred to as the " Collateral Estate" ) under and subject to the conditions set forth in this Agreement; and the Collateral Agent further agrees that it will hold such Collateral Estate for the benefit of the Secured Parties, for the enforcement of the payment of all Obligations (subject to the limitations and priorities set forth herein and in the respective Security Documents) and as security for the performance of and compliance with the covenants and conditions of this Agreement and each of the Security Documents. SECTION 2.02. Right to Initiate Judicial Proceedings . The Collateral Agent (a) shall have the right and power to institute and maintain such suits and proceedings as it may deem appropriate to protect and enforce the rights vested in it by this Agreement and each Security Document and (b) may, either after entry, or without entry, proceed by suit or suits at law or in equity to enforce such rights and to foreclose upon the Collateral and to sell

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all or, from time to time, any of the Collateral under the judgment or decree of a court of competent jurisdiction. SECTION 2.03. Right to Appoint a Receiver . Upon the filing of a bill in equity or other commencement of judicial proceedings to enforce the rights of the Collateral Agent under this Agreement or any Security Document, the Collateral Agent shall, to the extent permitted by law, with notice to the Borrower but without notice to any other Grantor or any party claiming through the Grantors, without regard to the solvency or insolvency at the time of any Person then liable for the payment of any of the Obligations, without regard to the then value of the Collateral Estate, and without requiring any bond from any complainant in such proceedings, be entitled as a matter of right to the appointment of a receiver or receivers of the Collateral Estate, or any part thereof, and of the rents, issues, tolls, profits, royalties, revenues and other income thereof, pending such proceedings, with such powers as the court making such appointment shall confer, and to the entry of an order directing that the rents, issues, tolls, profits, royalties, revenues and other income of the property constituting the whole or any part of the Collateral Estate be segregated, sequestered and impounded for the benefit of the Collateral Agent and the Secured Parties, and each Grantor irrevocably consents to the appointments of such receiver or receivers and to the entry of such order; provided that, notwithstanding the appointment of any receiver, the Collateral Agent shall be entitled to retain possession and control of all cash and Permitted Investments held by or deposited with it pursuant to this Agreement or any Security Document. SECTION 2.04. Exercise of Powers . All of the powers, remedies and rights of the Collateral Agent as set forth in this Agreement may be exercised by the Collateral Agent in respect of any Security Document as though set forth in full therein and all of the powers, remedies and rights of the Collateral Agent as set forth in any Security Document may be exercised from time to time as herein and therein provided. SECTION 2.05. Remedies Not Exclusive . (a) No remedy conferred upon or reserved to the Collateral Agent herein or in the Security Documents is intended to be exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in any Security Document or now or hereafter existing at law or in equity or by statute. (b) No delay or omission by the Collateral Agent to exercise any right, remedy or power hereunder or under any Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Agreement or any Security Document to the Collateral Agent may be exercised from time to time and as often as may be deemed expedient by the Collateral Agent. (c) If the Collateral Agent shall have proceeded to enforce any right, remedy or power under this Agreement or any Security Document and the proceeding for the en-

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forcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Collateral Agent, then the Grantors, the Collateral Agent and the other Secured Parties shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Collateral Estate and in all other respects, and thereafter all rights, remedies and powers of the Collateral Agent shall continue as though no such proceeding had been taken. (d) All rights of action and of asserting claims upon or under this Agreement and the Security Documents may be enforced by the Collateral Agent without the possession of any instrument evidencing any Obligation or the production thereof at any trial or other proc ...