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 Commerce
Bank National Association, as
agents for the Banks ("Agents"),
NationsBank of Texas, N.A., as
administrative agent and as letter
of credit agent for the Banks (in
such respective capacities,
"Administrative Agent" and "Letter
of Credit Agent"), and each of the
banks that is a signatory to the
Original Agreement (the
"Banks")(the Administrative Agent,
the Letter of Credit Agent, the
Agents, and the Banks are
collectively referred to herein as
the "Bank Parties").
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RECITALS
1. The Company and the Bank
Parties have entered into that
certain Credit Agreement dated as
of September 25, 1995 (the
"Original Agreement") for the
purpose and consideration therein
expressed.
2. The Company and the Bank
Parties desire to amend the
Original Agreement as expressly set
forth herein.
NOW, THEREFORE, in
consideration of the premises and
the mutual covenants and agreements
contained herein and in the
Original Agreement and in
consideration of the credit which
may hereafter be extended by the
Banks to the Company, and for other
good and valuable consideration,
the receipt and sufficiency of
which are hereby acknowledged, the
parties hereto agree as follows:
ARTICLE I.
__________________________
Definitions and References
Section 1.1. ________________
Terms Defined in
______________________
the Original Agreement. Unless the
context otherwise requires or
unless otherwise expressly defined
herein, the terms defined in the
Original Agreement shall have the
same meanings whenever used in this
Amendment.
Section 1.2. _____________
Other Defined
_____
Terms. Unless the context
otherwise requires, the following
terms when used in this Amendment
shall have the meanings assigned to
them in this Section 1.2.
"Amendment" shall mean
this First Amendment to Credit
Agreement.
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"Credit Agreement" shall
mean the Original Agreement as
amended hereby.
ARTICLE II.
________________________________
Amendments to Original Agreement
Section 2.1. ______________
New Definition.
The following definition of "FAS
121 Writedown" is hereby added to
Section 1.1 of the Original
Agreement:
"_________________
FAS 121 Writedown" shall
mean the recognition by the
Company of Consolidated Non-
Cash Charges in the amount of
$55,000,000 as reflected in
the Company's 1995 year-end
financial statements for an
impairment loss in accordance
with Statement of Financial
Accounting Standards No. 121
- "Accounting for the
Impairment of Long-Lived
Assets and for Long-Lived
Assets to Be Disposed Of".
Section 2.2. _____________
Amendments to
_____________
Defined Terms. The definition of
"Adjusted Net Income (Loss)" in
Section 1.1 of the Original
Agreement is hereby amended to
include the following subsection
(a1) which is to be added
immediately after subsection (a)
and before subsection (b):
(a1) Consolidated Non-
Cash Charges of
$55,000,000
recognized pursuant
to the FAS 121
Writedown,
Subsections (g) and (h) of the
definition of "Cumulative Adjusted
Liquidity Capacity" in Section 1.1
of the Original Agreement are
hereby amended in their entirety to
read as follows:
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(g) increases
(decreases) during
such Determination
Period in Deferred
Liabilities,
excluding decreases
of $13,800,000, plus
(minus)
(h) increases
(decreases) in
Consolidated Funded
Debt during such
Determination
Period, but only up
to the level at
which the
CFD/Capital Ratio
equals 40%
(provided, however,
that in no event
will increases in
Consolidated Funded
Debt be added in
determining
Cumulative Adjusted
Liquidity Capacity
unless FIFO Tangible
Net Worth exceeds
$243,000,000 at such
Determination Date),
minus
Section 2.3. ________________
Covenants of the
_______
Company. Section 8.14(c)(iii) of
the Original Agreement is hereby
amended in its entirety to read as
follows:
(iii) FIFO Net Worth
must exceed $231,000,000
immediately after such sale,
without giving effect to any
gain recognized upon such
sale; and
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Section 8.19 of the Original
Agreement is hereby amended in its
entirety to read as follows:
8.19 _________________
FIFO Tangible Net
_____
Worth. The Company shall
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cause FIFO Tangible Net Worth
to be at least $185,000,000 at
the end of each calendar
month.
Section 8.20 of the Original
Agreement is hereby amended in its
entirety to read as follows:
8.20 _________________
CFD/Capital Ratio.
The Company shall cause the
CFD/Capital Ratio to be less
than .475 to 1.0 at the end of
each calendar month.
Section 8.23 of the Original
Agreement is hereby amended in its
entirety to read as follows:
8.23 ___________________
Short-Term FIFO Net
_____________
Income (Loss). The Company
shall cause FIFO Net Income
(Loss) to be greater than:
(i) ($20,000,000) (i.e.,
either to be positive or, if a
loss, not to be a loss of more
than $20,000,000) for the
first three short-term
measurement periods commencing
on July 1, 1995 (of one month,
two months and three months,
respectively);
(ii) ($20,000,000) less
($400,000) for each month in
such short-term measurement
period for each of the next
successive twelve short-term
measurement periods; and
(iii) ($15,200,000) for each
short-term measurement period
thereafter. As used in this
Section 8.23, "short-term
measurement period" means any
period of twelve consecutive
calendar months, provided that
until June 30, 1996, a short-
term measurement period shall
be any period (from one to
eleven months in length)
beginning on July 1, 1995 and
ending on the last day of a
calendar month prior to June
30, 1996.
Section 8.24 of the Original
Agreement is hereby amended in its
entirety to read as follows:
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8.24 _________________
Mid-Term FIFO Net
_____________
Income (Loss). The Company
shall cause FIFO Net Income
(Loss) to be greater than:
(i) ($30,000,000) (i.e.,
either to be positive or, if a
loss, not to be a loss of more
than $30,000,000) for the
first three mid-term
measurement periods commencing
on July 1, 1995 (of one month,
two months and three months,
respectively);
(ii) ($30,000,000) less
($200,000) for each month in
such mid-term measurement
period for each of the next
successive twenty four mid-
term measurement periods; and
(iii) ($25,200,000) for each
mid-term measurement period
thereafter. As used in this
Section 8.24, "mid-term
measurement period" means any
period of twenty-four
consecutive calendar months,
provided that until June 30,
1997, a mid-term measurement
period shall be any period
(from one to twenty-three
months in length) beginning on
July 1, 1995 and ending on the
last day of a calendar month
prior to June 30, 1997.
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ARTICLE III.
___________________________
Conditions of Effectiveness
Section 3.1. ______________
Effective Date.
This Amendment shall become
effective when, and only when, (i)
Administrative Agent shall have
received, at Administrative Agent's
office, a counterpart of this
Amendment executed and delivered by
the Company, the Administrative
Agent, the Letter of Credit Agent
and the Majority Banks and (ii)
Administrative Agent shall have
additionally received such
115
supporting documents as
Administrative Agent may reasonably
request. Upon satisfaction of such
conditions, this Amendment shall be
deemed to take effect as of October
1, 1995.
ARTICLE IV.
______________________________
Representations and Warranties
Section 4.1. _______________
Representations
_____________________________
and Warranties of the Company. In
order to induce each Bank to enter
into this Amendment, the Company
represents and warrants to each
Bank that:
(a) The representations
and warranties contained in
Section 7 of the Original
Agreement (excluding Section
7.16) are true and correct
(except as disclosed in the
letter dated February 14, 1996
from the Company to the Banks)
and no Default or Event of
Default exists at and as of
February 1, 1996, in each case
after giving effect to the
amendments herein made.
(b) The Company is duly
authorized to execute and
deliver this Amendment and is
and will continue to be duly
authorized to borrow monies
and to perform its obligations
under the Credit Agreement.
The Company has duly taken all
corporate action necessary to
authorize the execution and
delivery of this Amendment and
to authorize the performance
of the obligations of the
Company hereunder.
(c) The execution and
delivery by the Company of
this Amendment, the
performance by the Company of
its obligations hereunder and
the consummation of the
transactions contemplated
hereby do not and will not
conflict with any provision of
law, statute, rule or
regulation or of the articles
116
or certificate of
incorporation and bylaws of
the Company, or of any
material agreement, judgment,
license, order or permit
applicable to or binding upon
the Company, or result in the
creation of any lien, charge
or encumbrance upon any assets
or properties of the Company.
Except for those which have
been obtained, no consent,
approval, authorization or
order of any court or
governmental authority or
third party is required in
connection with the execution
and delivery by the Company of
this Amendment or to
consummate the transactions
contemplated hereby.
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(d) When duly executed
and delivered, each of this
Amendment and the Credit
Agreement will be a legal and
binding obligation of the
Company, enforceable in
accordance with its terms,
except as limited by
bankruptcy, insolvency or
similar laws of general
application relating to the
enforcement of creditors'
rights and by equitable
principles of general
application.
117
ARTICLE V.
_____________
Miscellaneous
Section 5.1. _______________
Ratification of
__________
Agreements. The Original Agreement
as hereby amended is hereby
ratified and confirmed in all
respects. Any reference to the
Credit Agreement in any Loan
Document shall be deemed to be a
reference to the Original Agreement
as hereby amended. The execution,
delivery and effectiveness of this
Amendment shall not, except as
expressly provided herein, operate
as a waiver of any right, power or
remedy of the Banks under the
Credit Agreement, the Notes, or any
other Loan Document nor constitute
a waiver of any provision of the
Credit Agreement, the Notes or any
other Loan Document.
Section 5.2. ___________
Survival of
__________
Agreements. All representations,
warranties, covenants and
agreements of the Company herein
shall survive the execution and
delivery of this Amendment and the
performance hereof, including
without limitation the making or
granting of the Loans, and shall
further survive until all of the
Obligations are paid in full. All
statements and agreements contained
in any certificate or instrument
delivered by the Company hereunder
or under the Credit Agreement to
any Bank shall be deemed to
constitute representations and
warranties by, and/or agreements
and covenants of, the Company under
this Amendment and under the Credit
Agreement.
Section 5.3. ______________
Loan Documents.
This Amendment is a Loan Document,
and all provisions in the Credit
Agreement pertaining to Loan
Documents apply hereto.
118
Section 5.4. _____________
Governing Law.
This Amendment shall be governed by
and construed in accordance the
laws of the State of New York and
any applicable laws of the United
States of America in all respects,
including construction, validity
and performance.
Section 5.5. ____________
Counterparts.
This Amendment may be separately
executed in counterparts and by the
different parties hereto in
separate counterparts, each of
which when so executed shall be
deemed to constitute one and the
same Amendment.
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IN WITNESS WHEREOF, this
Amendment is executed by the
parties hereto. This Amendment
shall be dated as of February 1,
1996 for purposes of reference but
shall, as provided in Section 3.1
above, take effect as of October 1,
1995.
CROWN CENTRAL PETROLEUM CORPORATION
By: /s/---Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Senior Vice President
and Chief Financial
Officer
NATIONSBANK OF TEXAS, N.A., as
Administrative Agent, Letter of
Credit Agent and a Bank
By: /s/---Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
Senior Vice President
THE FIRST NATIONAL BANK OF BOSTON,
as an Agent and a Bank
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By: /s/---Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Managing Director
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, as an Agent and a Bank
By: /s/---X. X. Xxxxx
Name: X. X. Xxxxx
Title: Vice President
FIRST NATIONAL BANK OF MARYLAND, as
a Bank
By: /s/---Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
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SIGNET BANK/MARYLAND, as a Bank
By: /s/---Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA,
as a Bank
By: /s/---Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Unit Head
DEN NORSKE BANK AS, as a Bank
By: /s/---Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: First Vice President
By: /s/---Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Vice President
SOCIETE GENERALE,as a Bank
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By: /s/---Xxxxxx Saint-Xxxxx
Name: Xxxxxx Saint-Denis
Title: Vice President
THE YASUDA TRUST AND BANKING
COMPANY, LIMITED, New York Branch,
as a Bank
By: /s/--- Xxxxxx Xxxxxxxx
Name: Xxxxxx Xxxxxxxx
Title: Joint General Manager
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