CROWN CENTRAL PETROLEUM CORPORATION
One North Charles Street
Baltimore, MD 21201
June 20, 2000
Congress Financial Corporation
1133 Avenue of the Americas
New York, New York 10036
Re: AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT
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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 Corporation and First Union National Bank
(individually and collectively, "Lender"), (b) Congress Financial Corporation,
as Administrative Agent for Lender (in such capacity "Agent") and (c) Crown
Central Petroleum Corporation ("Crown"), Continental American Corporation,
Crown Central Holding Corporation, Crown Central Pipe Line Company, Crown-
Rancho Pipe Line Corporation, Crown Stations, Inc., F Z Corporation,
Fast Fare, Inc., La Gloria Oil and Gas Company, Locot, Inc., McMurrey Pipe
Line Company, Mollie's Properties, Inc. and Crowncen International N.V.
(each of such parties, including Crown, being referred to herein,
individually and collectively, as "Borrower").
Borrower has requested certain amendments to the Loan Agreement and
Agent is willing to agree to such amendments, subject to the terms and
conditions contained herein. By this Amendment, Agent and Borrower desire and
intend to evidence such amendment.
In consideration of the foregoing and the agreements and covenants
contained herein, Borrower and Agent (for itself and on behalf of Lender) each
agree as follows:
1. EXISTING DEFINITIONS IN LOAN AGREEMENT. Capitalized terms used
herein, which are not otherwise defined herein, shall have the respective
meanings ascribed thereto in the Loan Agreement.
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2. DEFINITION OF "BLOCKAGE RESERVE". The definition of the term
"Blockage Reserve" set forth in Section 2(a) of Amendment No. 1 to the Loan
Agreement shall be and is hereby deleted in its entirety and the following is
inserted in its stead:
"BLOCKAGE RESERVE" shall mean the amount of $10,000,000, which shall be
reserved by Agent.
3. DEFINITION OF "FORMULA AVAILABILITY". The definition of the term
"Formula Availability" set forth in Section 2(c) of Amendment No. 1 to the Loan
Agreement shall and is hereby deleted in its entirety and the following is
inserted in its stead:
"FORMULA AVAILABILITY" shall mean the amount, as determined by
Agent, at any applicable time, equal to the lesser of (A) the sum
of (i) the aggregate amount of the Loans and Letter of Credit
Accommodations available to Borrower at such time based upon the
formulas, as determined by Agent, set forth in Sections 2.1(a),
2.1(b) and 2.2(c) of the Loan Agreement, subject to applicable
sublimits and other limitations (for purposes of such calculation
hereunder only, without giving effect to the Maximum Credit or the
Maximum Formula Amount) in respect thereof and after deduction for
all Availability Reserves (including reserves for Letter of Credit
Accommodations at such time) established and maintained by Lender,
but exclusive of the Supplemental Credit Facility, MINUS (ii) the
Blockage Reserve or (B) the Maximum Formula Amount. The term
"Formula Availability" is used herein to mean the Loans and Letter
of Credit Accommodations so available to Borrower without
reduction for the amount of Loans and Letter of Credit
Accommodations then outstanding. For example, (1) if the
applicable Loans and Letter of Credit Accommodations so available
to Borrower under Section 2.1(a), 2.1(b) and 2.2(c) of the Loan
Agreement was $90,000,000, then the sum of clause (A)(i) hereof
would be $80,000,000 ($90,000,000 minus the Blockage Reserve of
$10,000,000) and the Formula Availability would then be
$75,000,000 (i.e., the lesser amount of the Maximum Formula
Amount), and (2) if the applicable Loans and Letter of Credit
Accommodations so available to Borrower under Section 2.1(a),
2.1(b) and 2.2(c) was $80,000,000, then the sum of clause (A)(i)
hereof would be $70,000,000 ($80,000,000 minus the Blockage
Reserve of $10,000,000) and the "Formula Availability" would then
be $70,000,000 (since such sum is less than the Maximum Formula
Amount of $75,000,000).
4. REVOLVING LOANS. Section 2.1(a)(ii)(B) of the Loan Agreement
shall be and is hereby amended by deleting the reference therein to
"Fifty-Five Million Dollars ($55,000,000)" and inserting "Sixty-Five
Million Dollars ($65,000,000)" in its stead.
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5. AMENDMENT FEE. In consideration of this Amendment, Borrower shall
pay to Agent (for the account of Lender) an amendment fee in the amount of
$10,000, which shall be fully earned and due and payable on the date hereof.
6. ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS. Borrower
represents, warrants and covenants with and to Lender as
follows, which representations, warranties and covenants are continuing and
shall survive the execution and delivery hereof, and the truth and accuracy of,
or compliance with each, together with the representations, warranties and
covenants in the other Financing Agreements, being a continuing condition
of the making of Loans by Lender to Borrower:
(a) No Event of Default or act, condition or event which with notice
or passage of time or both would constitute an Event of Default exists or has
occurred as of the date of this Amendment (after giving effect to the
amendments to the Loan Agreement made by this Amendment).
(b) This Amendment has been duly executed and delivered by Borrower
and is in full force and effect as of the date hereof and the agreements and
obligations of Borrower contained herein constitute legal, valid and binding
obligations of Borrower enforceable against Borrower in accordance with their
respective terms.
7. CONDITIONS PRECEDENT FOR AMENDMENT. The effectiveness of the
amendments contained herein shall be subject to the satisfaction of each of the
following conditions, in a manner satisfactory to Agent and its counsel:
(a) Agent shall have received this Amendment No. 4 to the Loan
Agreement duly authorized, executed and delivered by the parties hereto;
(b) no Event of Default, or event, act or condition which with
notice or passage of time or both would constitute an Event of Default,
shall exist or have occurred.
8. EFFECT OF THIS AMENDMENT. Except as modified pursuant hereto, no
other changes or modifications to the Financing Agreements are intended or
implied, and in all other respects the Financing Agreements are hereby
specifically ratified, restated and confirmed by all parties hereto as of the
effective date hereof. To the extent of conflict between the terms of this
Amendment and the other Financing Agreements, the terms of this Amendment shall
control. The Loan Agreement and this Amendment shall be read and construed as
one agreement.
9. FURTHER ASSURANCES. The parties hereto shall execute and deliver
such additional documents and take such additional action as may be reasonably
necessary or desirable to effectuate the provisions and purposes of this
Amendment.
10. GOVERNING LAW. The validity, interpretation and enforcement of
this Amendment and the other Financing Agreements and any dispute arising
out of the relationship
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between the parties hereto whether in contract, tort, equity or otherwise,
shall be governed by the internal laws of the State of New York (without
giving effect to principles of conflicts of laws).
11. BINDING EFFECT. This Amendment shall be binding upon and inure to
the benefit of each of the parties hereto and their respective successors and
assigns.
12. HEADINGS. The headings listed herein are for convenience only and
do not constitute matters to be construed in interpreting this Amendment.
13. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, but all of such counterparts shall together constitute but one
and the same agreement. In making proof of this Amendment, it shall not be
necessary to produce or account for more than one counterpart thereof signed by
each of the parties hereto.
Please sign the enclosed counterpart of this Amendment in the space provided
below, whereupon this Amendment, as so accepted by Lender, shall become a
binding agreement between Borrower and Lender.
Very truly yours,
CROWN CENTRAL PETROLEUM
CORPORATION
By: /s/--J. E. Wheeler, Jr.
------------------------------------
John E. Wheeler, Jr., Executive Vice
President and Chief Financial Officer
CONTINENTAL AMERICAN
CORPORATION
By: /s/--J. E. Wheeler, Jr.
------------------------------------
John E. Wheeler, Jr., President
CROWN CENTRAL HOLDING
CORPORATION
By: /s/--J. E. Wheeler, Jr.
------------------------------------
John E. Wheeler, Jr.,Vice President
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CROWN CENTRAL PIPE LINE
COMPANY
By: /s/--J. E. Wheeler, Jr.
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John E. Wheeler, Jr.,Vice-President
CROWN-RANCHO PIPE LINE
CORPORATION
By: /s/--J. E. Wheeler, Jr.
------------------------------------
John E. Wheeler, Jr.,Vice-President
CROWN STATIONS, INC.
By: /s/--J. E. Wheeler, Jr.
------------------------------------
John E. Wheeler, Jr., Vice-President
F Z CORPORATION
By: /s/--J. E. Wheeler, Jr.
------------------------------------
John E. Wheeler, Jr.,Vice-President
FAST FARE, INC.
By: /s/--J. E. Wheeler, Jr.
------------------------------------
John E. Wheeler, Jr.,Vice President
LA GLORIA OIL AND GAS COMPANY
By: /s/--J. E. Wheeler, Jr.
------------------------------------
John E. Wheeler, Jr.,Vice President
LOCOT, INC.
By: /s/--J. E. Wheeler, Jr.
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John E. Wheeler, Jr., President
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MCMURREY PIPE LINE COMPANY
By: /s/--J. E. Wheeler, Jr.
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John E. Wheeler, Jr., President
MOLLIE'S PROPERTIES, INC.
By: /s/--J. E. Wheeler, Jr.
------------------------------------
John E. Wheeler, Jr.,Vice President
CROWNCEN INTERNATIONAL N.V.
By: /s/--J. E. Wheeler, Jr.
------------------------------------
John E. Wheeler, Jr., Supervising
Director
AGREED AND ACCEPTED:
CONGRESS FINANCIAL CORPORATION,
as Agent
By: /s/ Morris P. Holloway
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Title: Senior Vice President
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CONSENTED TO:
ROSEMORE HOLDINGS, INC.
By: /s/ Kenneth H. Trout
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Kenneth H. Trout
Executive Vice President and COO
CONGRESS FINANCIAL CORPORATION
as Lender
By: /s/ Morris P. Holloway
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Title: Senior Vice President
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FIRST UNION NATIONAL BANK
as Lender
By: /s/ Forrest Steele
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Title: Senior Vice President
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