Exhibit 4.2
CROWN CENTRAL PETROLEUM CORPORATION
and
FIRST UNION NATIONAL BANK,
Rights Agent
FIRST AMENDMENT TO RIGHTS AGREEMENT
Dated as of April 10, 2000
FIRST AMENDMENT TO RIGHTS AGREEMENT
THIS FIRST AMENDMENT TO RIGHTS AGREEMENT (this "First Amendment") is
entered into as of the 10th day of April, 2000, by and between Crown
Central Petroleum Corporation, a Maryland corporation (the "Company"), and
First Union National Bank, a national banking association, as rights agent
(the "Rights Agent"), and amends that certain Rights Agreement dated as of
February 1, 2000 by and between the Company and the Rights Agent (the
"Rights Agreement").
RECITALS
A. On February 1, 2000, in order to preserve for stockholders the
long-term value of the Company, the Board of Directors of the Company
adopted resolutions authorizing, among other things, (i) a dividend with
respect to shares of common stock of the Company outstanding on February
15, 2000 of one Series A Preferred share purchase right (a "Series A
Right") for each share of Class A Common and one Series B Preferred share
purchase right (a "Series B Right") for each share of Class B Common (the
Series A Rights and the Series B Rights are hereinafter collectively
referred to as the "Rights"), (ii) execution of the Rights Agreement by
the Company and the Rights Agent in order to set forth certain terms and
conditions with respect to the Rights, and (iii) the appointment of the
Rights Agent under the Rights Agreement.
B. The Rights Agent and the Company then entered into the Rights
Agreement.
C. Section 27 of the Rights Agreement permits amendment thereof
upon execution by the Company and the Rights Agent of a written agreement
setting forth such amendment.
D. The Company and the Rights Agent desire to amend the Rights
Agreement to change the definition of "Final Expiration Date" in Section
7(a).
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Rights Agent hereby agree that
the Rights Agreement is amended as follows:
1. Section 7(a) of the Rights Agreement is hereby deleted and the
following new Section 7(a) inserted in lieu thereof:
The registered holder of any Right Certificate may
exercise the Rights evidenced thereby (except as
otherwise provided herein), in whole or in part, at
any time after the Distribution Date, upon surrender
of the Right Certificate, with the form of election to
purchase on the reverse side thereof duly executed, to
the Rights Agent at the principal office of the Rights
Agent, together with payment of the Purchase Price for
each one one-thousandth of a share of Series A
Preferred or Series B Preferred as to which the Rights
are exercised, at or prior to the first to occur of
the following (i) the earlier of the Close of Business
on February 14, 2001 or that time which is immediately
prior to acceptance by the State Department of
Assessments and Taxation of Maryland of articles of
merger consummating the merger transaction by and
between the Company and Xxxxxxxx Acquisition
Corporation, a Maryland corporation ("RAC"), pursuant
to the terms and conditions set forth in that certain
Agreement and Plan of Merger dated April 7, 2000 by
and among the Company, RAC and Xxxxxxxx, Inc., a
Maryland corporation
(the "Final Expiration Date"), (ii) the
time at which the Rights are redeemed as provided in
Section 23 hereof (the "Redemption Date"), or (iii)
the time at which such Rights are exchanged as
provided in Section 24 hereof.
2. The Recitals set forth at the beginning of this
First Amendment are incorporated herein.
3. Except as amended by this First Amendment, the Rights
Plan shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be duly executed and attested, all as of the day and year
first above written.
ATTEST: FIRST UNION NATIONAL BANK,
as Rights Agent
/s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
-------------------- -----------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
ATTEST: CROWN CENTRAL PETROLEUM
CORPORATION
/s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxx X. Xxxxxxx, Xx.
-------------------- -----------------------------
Name: Xxxx X. Xxxxxxx, Xx.
Title: Executive Vice President -
Chief Financial Officer
