EXHIBIT 10
CROWN CENTRAL PETROLEUM CORPORATION
One North Charles Street
Baltimore, MD 21201
September 19, 2000
Congress Financial Corporation, as Agent
1133 Avenue of the Americas
New York, New York 10036
RE: AMENDMENT NO. 5 TO LOAN AND SECURITY AGREEMENT
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 and Lender are willing to agree to such amendments, subject to
the terms and conditions contained herein. By this Amendment, Agent,
Lender and Borrower desire and intend to evidence such amendment.
In consideration of the foregoing and the agreements and
covenants contained herein, Borrower, Lender and Agent 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.
2. UNUSED LINE FEE. Section 3.3 of the Loan Agreement shall be
and is hereby amended by deleting such Section in its entirety and
replacing it with the following:
"3.3 UNUSED LINE FEE. Borrower shall pay to Agent, for the
account of Lender, a monthly unused line fee at a rate equal to
one-half percent (.50%) per annum calculated upon the amount by
which the Maximum Formula Amount exceeds the average daily
principal balance of the outstanding Revolving Loans and Letter
of
Credit Accommodations during the immediately preceding month (or
part thereof) while this Agreement is in effect, which fee shall
be
payable on the first Business Day of each month in arrears."
3. EARLY TERMINATION FEE. Section 12.1(c) of the Loan
Agreement shall be and is hereby amended by deleting "Maximum Credit" from
each place it appears and replacing it with "Maximum Formula Amount."
4. ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS.
Borrower represents, warrants and covenants with and to Agent and 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; and
(b) this Amendment has been duly executed and delivered
by Borrower 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.
5. CONDITIONS PRECEDENT FOR AMENDMENT. The amendments
contained herein shall be effective as of February 29, 2000, 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 duly
authorized, executed and delivered by the parties hereto; and
(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.
6. 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.
7. 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.
8. GOVERNING LAW. The validity, interpretation and enforcement
of this Amendment 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).
9. 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.
10. HEADINGS. The headings listed herein are for convenience
only and do not constitute matters to be construed in interpreting this
Amendment.
11. 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. This Amendment may be
executed and delivered by telecopier with the same force and effect as if
it were a manually executed and delivered counterpart.
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
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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
CROWN CENTRAL PIPE LINE
COMPANY
By: /s/ -- J. E. Wheeler, Jr.
------------------------------------
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
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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.
------------------------------------
John E. Wheeler, Jr., President
MCMURREY PIPE LINE COMPANY
By: /s/ -- J. E. Wheeler, Jr.
------------------------------------
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
----------------------------
Morris P. Holloway
Title: Senior Vice President
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CONSENTED TO:
ROSEMORE HOLDINGS, INC.
By: /s/ -- Kenneth H. Trout
- --------------------------------
Kenneth H. Trout
Executive Vice President and COO
CONGRESS FINANCIAL CORPORATION,
as Lender
By: /s/ - - Morris P. Holloway
----------------------------
Morris P. Holloway
Title: Senior Vice President
FIRST UNION NATIONAL BANK,
as Lender
By: /s/ - - Forrest Steele
----------------------------
Forrest Steele
Title: Senior Vice President