EXHIBIT 4(d)
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT`
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This Third Amendment to Loan and Security Agreement is made this 16th
day of March, 2000 by and among Congress Financial Corporation, and First
Union National Bank (individually and collectively, "Lender") Congress
Financial Corporation, as Administrative Agent for Lender (in such capacity
"Agent") and 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., FZ
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").
RECITALS
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WHEREAS, Borrower, Agent and Lender entered into a certain Loan and
Security Agreement dated December 10, 1998 (together with all amendments,
modifications, addenda and supplements, the "Loan Agreement") and related
documents, evidencing certain financing arrangements as more particularly
described therein.
WHEREAS, Borrower, Agent and Lender entered into an Amendment No. 1 to
Loan and Security Agreement on March 29, 1999, to reflect certain
modifications to the terms and conditions of the Loan Agreement.
WHEREAS, Borrower, Agent and Lender entered into an Amendment No. 2 to
Loan and Security Agreement on August 1, 1999, to make certain technical
corrections to the terms and conditions of the Loan Agreement.
WHEREAS, The parties wish to make certain additional modifications to
the Loan Agreement and subject to the terms and conditions contained
herein.
NOW, THEREFORE, in consideration of the mutual conditions and
agreements set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
1. Capitalized terms used herein, which are not otherwise defined
herein, shall have the respective meanings ascribed thereto in the Loan
Agreement.
2. Section 3.1(d) of the Loan Agreement is hereby deleted in its
entirety and there shall be substituted in lieu thereof the following:
"(d) Interest shall be payable to Agent, for the account of
Lender: (i) in the case of Base Rate Loans, monthly in arrears on the last
day of each calender month, (ii) in the case of LIBOR Rate Loans, on each
monthly anniversary of the first day of the applicable LIBOR Interest
Period and (iii) in the case of any Loan, when such Loan shall be due
(whether at maturity, by reason of notice of prepayment or acceleration, or
otherwise) or converted, but only to the extent then accrued on the amount
then so due or converted."
3. Section 9.12 of the Loan Agreement is hereby deleted in its
entirety and there shall be substituted in lieu thereof the following:
"9.12 MINIMUM NET ADJUSTED WORKING CAPITAL. Borrowers shall
cause Adjusted Current Assets to exceed consolidated current liabilities by
(a) $10,000,000 at the end of each fiscal quarter, commencing with the
fiscal quarter ending March 31, 2000, and (b) $25,000,000 at the end of
each fiscal quarter thereafter."
4. Section 9.13 of the Loan Agreement is hereby deleted in its
entirety and there shall be substituted in lieu thereof the following:
"9.13 MINIMUM FIFO TANGIBLE NET WORTH. Borrowers shall cause
FIFO Tangible Net Worth to be at least (a) $150,000,000 at the end of each
fiscal quarter, commencing with the fiscal quarter ending March 31, 2000,
and (b) $140,000,000 at the end of each fiscal quarter thereafter."
5. In consideration of this Amendment, Borrower shall pay to
Lender an amendment fee in the amount of $25,000, which shall fully be
earned and due and payable on the date hereof.
6. 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. 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 Third Amendment to the
Loan Agreement duly authorized, executed and delivered by the parties
hereto;
(b) Agent shall have received the consents to this Amendment
from each Lender and from Rosemore; and
(c) 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. Except as expressly amended herein, the terms and conditions of
the Loan Agreement are hereby reaffirmed and ratified in all respects, and
Borrower reaffirms each of the representations and warranties under the
Loan Agreement made by it, as if said representations and warranties were
made and given on and as of the date hereof.
9. 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. The validity, interpretation and enforcement of this Amendment
and the other Financing Agreements and any dispute arising out of the
relationship 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. This Amendment shall be binding upon and inure to the benefit
of each of the parties hereto and their respective successors and assigns.
12. The headings listed herein are for convenience only and do not
constitute matters to be construed in interpreting this Amendment.
13. The Amendment may be executed in any number of counterparts
and by different parties on separate counterparts (including by facsimile
transmission of executed signature pages hereto), each of which
counterparts, when so executed and delivered, shall be deemed to be an
original and all of which counterparts, taken together, shall constitute
but one and the same Amendment. This Amendment shall become effective upon
the execution and delivery of a counterpart hereof by each of the parties
hereof.
IN WITNESS WHEREOF, the parties hereto have caused these presents to
be duly executed the date and year first above written.
CROWN CENTRAL PETROLEUM CORPORATION
By:--/s/ John E. Wheeler, Jr.
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John E. Wheeler, Jr., Executive
Vice President and Chief Financial
Officer
CONTINENTAL AMERICAN CORPORATION
By: --/s/ John E. Wheeler, Jr.
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John E. Wheeler, Jr., President
CROWN CENTRAL HOLDING CORPORATION
By: --/s/ John E. Wheeler, Jr.
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John E. Wheeler, Jr., President
CROWN CENTRAL PIPE LINE COMPANY
By: --/s/ John E. Wheeler, Jr.
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John E. Wheeler, Jr., Vice President
CROWN-RANCHO PIPE LINE CORPORATION
By: --/s/ John E. Wheeler, Jr.
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John E. Wheeler, Jr., Vice President
CROWN STATIONS, INC
By: --/s/ John E. Wheeler, Jr.
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John E. Wheeler, Jr., Vice President
F Z CORPORATION
By: --/s/ John E. Wheeler, Jr.
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John E. Wheeler, Jr., Vice President
FAST FARE, INC.
By: --/s/ John E. Wheeler, Jr.
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John E. Wheeler, Jr., Vice President
LA GLORIA OIL AND GAS COMPANY
By: --/s/ John E. Wheeler, Jr.
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John E. Wheeler, Jr., Vice President
LOCOT, INC.
By: --/s/ John E. Wheeler, Jr.
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John E. Wheeler, Jr., President
MCMURREY PIPE LINE COMPANY
By: --/s/ John E. Wheeler, Jr.
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John E. Wheeler, Jr., President
MOLLIE'S PROPERTIES, INC.
By: --/s/ John E. Wheeler, Jr.
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John E. Wheeler, Jr., Vice President
CROWNCEN INTERNATIONAL N.V.
By: --/s/ John E. Wheeler, Jr.
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John E. Wheeler, Jr., Supervisory
Director
AGREED AND ACCEPTED:
CONGRESS FINANCIAL CORPORATION,
as Agent
By:--/s/ David Stair
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Name: David Stair
Title: First Vice President
CONSENTED TO:
ROSEMORE HOLDINGS, INC.
By:--/s/ Kenneth H. Trout
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Name: Kenneth H. Trout
Title: Executive Vice President and COO
CONGRESS FINANCIAL CORPORATION
as Lender
By:--/s/ David Stair
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Name: David Stair
Title: First Vice President
FIRST UNION NATIONAL BANK
as Lender
By: --/s/ Will Fee
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Name: William J. Fee
Title: Senior Vice President
K:\RENBAUM\Congress Financial\Crown Central\Third Amendment to LSA.wpd