EXHIBIT 4
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
By:
Name:
Title:
ATTEST: CROWN CENTRAL PETROLEUM
CORPORATION
By:
Name: Xxxx X. Xxxxxxx, Xx.
Title:Executive Vice President -
Chief Financial Officer
