EXHIBIT 2 =========================================================== AGREEMENT AND PLAN OF MERGER Among ROSEMORE, INC., ROSEMORE ACQUISITION CORPORATION and CROWN CENTRAL PETROLEUM CORPORATION Dated as of April 7, 2000 Shearman & Sterling 599...Merger Agreement • April 10th, 2000 • Crown Central Petroleum Corp /Md/ • Petroleum refining • New York
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • April 19th, 2000 • Crown Central Petroleum Corp /Md/ • Petroleum refining
FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (herein called this "Amendment") is made by and among Crown Central Petroleum Corporation, a Maryland corporation (the "Company"), The First National Bank of Boston and Texas...Credit Agreement • March 15th, 1996 • Crown Central Petroleum Corp /Md/ • Petroleum refining • New York
RECITALSRights Agreement • April 10th, 2000 • Crown Central Petroleum Corp /Md/ • Petroleum refining
Supplementing the Indenture Dated as of January 24, 1995 With respect to $125,000,000 Aggregate Principal Amount of 10 7/8% Senior Notes due 2005Supplemental Indenture • March 31st, 1999 • Crown Central Petroleum Corp /Md/ • Petroleum refining • New York
EXHIBIT 2 AGREEMENT AND PLAN OF MERGERMerger Agreement • December 18th, 2000 • Crown Central Petroleum Corp /Md/ • Petroleum refining • New York
CROWN CENTRAL PETROLEUM CORPORATION One North Charles Street Baltimore, MD 21201Loan and Security Agreement • August 7th, 2000 • Crown Central Petroleum Corp /Md/ • Petroleum refining • New York
by and among CONGRESS FINANCIAL CORPORATION as Administrative Agent for FIRST UNION NATIONAL BANK and CONGRESS FINANCIAL CORPORATION as Lenders and CROWN CENTRAL PETROLEUM CORPORATION AND THE SUBSIDIARIES IDENTIFIED IN THIS AGREEMENT as BorrowersLoan and Security Agreement • March 31st, 1999 • Crown Central Petroleum Corp /Md/ • Petroleum refining • New York
CROWN CENTRAL PETROLEUM CORPORATION LETTERHEAD) March 30, 2000 Mr. Jack Africk 1200 North Federal Highway Suite 211 Boca Raton, FL 33431 Dear Jack: The terms of the letter agreement dated October 28, 1993 under which you serve as a consultant to the...Consultancy Agreement • August 7th, 2000 • Crown Central Petroleum Corp /Md/ • Petroleum refining
This letter confirms our mutual decision to terminate the consultancy agreement effective at the close of business on April 28, 2000. Please acknowledge your concurrence by signing the duplicate copy of this letter in the space provided.
CROWN CENTRAL PETROLEUM CORPORATION One North Charles Street Baltimore, MD 21201Loan and Security Agreement • November 14th, 2000 • Crown Central Petroleum Corp /Md/ • Petroleum refining • New York
RECITALS --------Loan and Security Agreement • November 15th, 1999 • Crown Central Petroleum Corp /Md/ • Petroleum refining • New York
FIRST AMENDMENT TO FIRST RESTATED CREDIT AGREEMENTCredit Agreement • May 15th, 1998 • Crown Central Petroleum Corp /Md/ • Petroleum refining • Texas
CROWN CENTRAL PETROLEUM CORPORATION CREDIT AGREEMENT Dated as of September 25, 1995 NATIONSBANK OF TEXAS, N.A., as Administrative Agent and Letter of Credit Agent and THE FIRST NATIONAL BANK OF BOSTON and TEXAS COMMERCE BANK NATIONAL ASSOCIATION as...Credit Agreement • November 14th, 1995 • Crown Central Petroleum Corp /Md/ • Petroleum refining • New York
RECITALSCredit Agreement • August 14th, 1998 • Crown Central Petroleum Corp /Md/ • Petroleum refining • Texas
EXHIBIT 4 CROWN CENTRAL PETROLEUM CORPORATION FIRST RESTATED CREDIT AGREEMENT Dated as of August 1, 1997 NATIONSBANK OF TEXAS, N.A., as Administrative Agent and Letter of Credit AgentCredit Agreement • August 14th, 1997 • Crown Central Petroleum Corp /Md/ • Petroleum refining • Texas
EXHIBIT 4(d) THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT` ---------------------------------------------- This Third Amendment to Loan and Security Agreement is made this 16th day of March, 2000 by and among Congress Financial Corporation, and First...Loan and Security Agreement • April 12th, 2000 • Crown Central Petroleum Corp /Md/ • Petroleum refining • New York
ANDRights Agreement • February 3rd, 2000 • Crown Central Petroleum Corp /Md/ • Petroleum refining • Maryland
EXHIBIT 10(m) MASTER LEASE ------------ THIS MASTER LEASE (this "Lease") is made as of September 29, 2000 (the "Effective Date"), by and between CROWN PRINCE PROPERTIES, LLC, a Delaware limited liability company ("Lessor"), whose address is c/o U.S....Master Lease • April 2nd, 2001 • Crown Central Petroleum Corp /Md/ • Petroleum refining • Arizona
EXHIBIT 10 Amendment No. 1 to Loan and Security Agreement Gentlemen: Reference is made to the Loan and Security Agreement, dated December 10, 1998 (as now or hereafter amended or supplemented, the "Loan Agreement") among (a) Congress Financial...Loan and Security Agreement • May 14th, 1999 • Crown Central Petroleum Corp /Md/ • Petroleum refining • New York
andRights Agreement • December 18th, 2000 • Crown Central Petroleum Corp /Md/ • Petroleum refining
TABLE OF CONTENTSCrude Oil Processing Agreement • March 24th, 1997 • Crown Central Petroleum Corp /Md/ • Petroleum refining
EXHIBIT 10 FIRST AMENDMENT TO CRUDE OIL PROCESSING AGREEMENT BETWEEN STATOIL MARKETING AND TRADING (U.S.) INC. AND CROWN CENTRAL PETROLEUM CORPORATION This First Amendment to the Crude Oil Processing Agreement between Statoil Marketing and Trading...Crude Oil Processing Agreement • August 11th, 1999 • Crown Central Petroleum Corp /Md/ • Petroleum refining
Exhibit 99.(c)(3) [AEGIS MUSE'S LETTERHEAD] April 7, 2000 Board of Directors Rosemore, Inc. One N. Charles Street Suite 2300 Baltimore, MD 21201 Dear Members of the Board of Directors: Rosemore, Inc. ("Rosemore") and Crown Central Petroleum...Merger Agreement • May 16th, 2000 • Crown Central Petroleum Corp /Md/ • Petroleum refining
