AMENDMENT NO. 2
AMENDMENT AGREEMENT dated as of September 30, 1994 in connection
with the Credit Agreement dated as of May 10, 1993 (as amended by
Amendment No. 1 dated as of December 20, 1993, the "Credit Agreement")
among CROWN CENTRAL PETROLEUM CORPORATION (the "Company"), certain
Banks and THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), as Agent
(the "Agent") and as Letter of Credit Agent.
The Company has requested the Banks to amend certain provisions of
the Credit Agreement as specified below, and the Banks are prepared to
do so on and subject to the terms and conditions hereof. Accordingly,
the parties agree as follows:
1. Definitions. Terms defined in the Credit Agreement and used
herein have their respective defined meanings when used herein.
2. Amendments. Effective as of September 30, 1994, the Credit
Agreement is amended as follows:
(a) The term "Applicable Margin" is amended in its entirety to
read as follows:
"Applicable Margin" shall mean: (a) with respect to Base Rate
Loans, 0%; (b) with respect to CD Loans, 1-5/8% per annum; and
(c) with respect to Eurodollar Loans, 1-3/4% per annum; provided,
that (1) if, for any period of four consecutive fiscal quarters of
the Company (a "rolling four-quarter period"), the Fixed Charge
Coverage Ratio is greater than 2.0 to 1.0, then for the fiscal
quarter immediately following such rolling four-quarter period the
Applicable Margin with respect to Eurodollar Loans will be reduced
by 1/4 of 1% per annum (to 1-1/2% per annum); and (2) if for any
rolling four-quarter period the Fixed Charge Coverage Ratio is
greater than 4.0 to 1.0, then for the fiscal quarter immediately
following such rolling four-quarter period the Applicable Margin
with respect to CD Loans will be reduced by 1/4 of 1% per annum
(to 1-3/8% per annum) and the Applicable Margin with respect to
Eurodollar Loans will be reduced by 1/2 of 1% per annum (to 1-1/4%
per annum).
(b) The definition of "Fixed Charge Coverage Ratio" in
Section 1.01 is amended by adding at the end thereof the following:
"provided, that if prior to March 31, 1995 the Company shall have
repaid in full the principal of the unsecured senior notes of the
Company issued under the note purchase agreement referred to in
Schedule I and outstanding on the date hereof from the proceeds of
the notes or bonds referred to in Section 8.10(c), then neither
the amount of principal of said notes repaid from such proceeds
nor (without duplication) the amount of the initial payment of
principal of such notes scheduled to be paid on January 3, 1995
shall be included in the computation of "Fixed Charges" for
purposes of this definition."
(c) The last sentence of Section 7.02 is amended by adding at the
end thereof the words "except as expressly described in the letter
dated September 15, 1994 from the Company to the Agent and in the
projections of the Company enclosed therewith, copies of all of which
have been furnished to the Banks".
(d) Section 8.10(c) of the Credit Agreement is amended by deleting
the period and adding at the end thereof the words "and Indebtedness
evidenced by notes or bonds of the Company (issued after the Effective
Date of Amendment No. 2 hereto) in an aggregate principal amount not
exceeding $125,000,000, provided, that (i) such notes or bonds shall be
issued on or before March 31, 1995, (ii) no payments of principal,
redemptions, repurchases, sinking fund payments or the like shall be
scheduled to be made on such notes or bonds before the date four years
after the date of issuance of such notes or bonds, and (iii) the
proceeds of such notes or bonds shall forthwith upon issuance thereof
be applied to pay in full the principal of the unsecured senior notes
of the Company issued under the note purchase agreement referred to in
Schedule I in the amount of $60,000,000 (and thereafter to the costs
and expenses relating to the issuance thereof and to the funding of
capital projects of the Company and for the general corporate purposes
of the Company);"
(e) Anything in Section 8.14 of the Credit Agreement or in this
Amendment Agreement to the contrary notwithstanding, the Company agrees
that it will not make any Restricted Payments that might otherwise be
permitted under Section 8.14(d) of the Credit Agreement, and said
Section 8.14(d) shall be construed as prohibiting such Restricted
Payments, until such time as (i) the Company is in compliance with
Section 8.20 of the Credit Agreement as in effect immediately prior to
the Effective Date (meaning that Consolidated Current Assets shall
exceed Consolidated Current Liabilities by not less than $50,000,000)
and (ii) there is no Event of Default under Section 9.01(k) of the
Credit Agreement as in effect immediately prior to the Effective Date
(meaning that the Fixed Charge Coverage Ratio for the latest period of
four consecutive fiscal quarters shall be greater than 2.0 to 1.0).
The Company agrees that breach of this clause (e) or of Section 8.14 as
modified hereby shall be an Event of Default for purposes of the first
clause of Section 9.01(d) of the Credit Agreement.
(f) Section 8.20 is amended to read in its entirety as follows
(without prejudice, however, to clause (e) above):
8.20 Working Capital. The Company shall cause Consolidated
Current Assets to exceed Consolidated Current Liabilities by not
less than (1) at all times from and including September 30, 1994
to and including March 30, 1995, $30,000,000, and (2) from and
including March 31, 1995, and at all times thereafter,
$50,000,000.
(g) Section 8.21 is amended by changing the figure $285,000,000
in line 3 thereof to read $250,000,000 effective as of September 30,
1994.
(h) Section 9.01(k) is amended to read in its entirety as follows
(without prejudice, however, to clause (e) above):
(k) For each period of four consecutive fiscal quarters of the
Company (treated for these purposes as one accounting period) referred
to below, the Fixed Charge Coverage Ratio shall be less than the ratio
set forth below opposite the reference to such period:
The four-quarter period
ending on June 30, 1995 1.5 to 1.0
Each four-quarter period
ending thereafter 2.0 to 1.0
3. Effective Date. This Amendment Agreement shall become
effective on the date (the "Effective Date") on which the Agent shall
notify the Company that it has received (i) counterparts of this
Amendment Agreement duly executed by the Company, the Letter of Credit
Agent and the Agent, (ii) evidence satisfactory to the Agent (including
without limitation an appropriate legal opinion of counsel to the
Company) as to the due authorization, execution and delivery by the
Company of, and the legality, validity, binding effect and
enforceability of, this Amendment Agreement and the Credit Agreement as
amended hereby, and (iii) payment of an amendment fee in the amount of
1/8 of 1% of the aggregate amount of the Commitments as of the
Effective Date.
4. Representations and Warranties. The Company represents and
warrants to the Agent and the Banks as of the Effective Date that (a)
the representations and warranties of the Company set forth in
Sections 7.01, 7.04, 7.05 and 7.06 are true on and as of the Effective
Date as if the references therein to the Credit Agreement, the Notes
and the Letter of Credit Documents referred instead to this Amendment
Agreement and the Credit Agreement as amended hereby and (b) no Default
has occurred and is continuing except as described in the letter from
the Company to the Agent dated October 6, 1994, a copy of which is
attached hereto. The Company agrees that breach of any of the
foregoing representations and warranties shall be deemed to be an Event
of Default for all purposes of Section 9.01(c) of the Credit Agreement.
5. Miscellaneous. (a) Except as expressly amended hereby, the
Credit Agreement and all related documents shall remain unchanged and
in full force and effect.
(b) This Amendment Agreement shall be governed by and construed
in accordance with the law of the State of New York.
(c) Without limiting the provisions of Section 11.03 of the Credit
Agreement, the Company agrees to pay or reimburse the Agent on demand
for all reasonable out-of-pocket costs and expenses (including without
limitation reasonable legal fees and expenses) incurred by it in
connection with this Amendment Agreement.
(d) This Amendment Agreement may be executed in any number of
counterparts and shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
signed as of the day first above written.
CROWN CENTRAL PETROLEUM
CORPORATION
By John E. Wheeler, Jr.
Title: Senior Vice President -
Treasurer and Controller
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION), as Agent
By Caryn E. Cosentini
Title: Vice President
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION), as
Letter of Credit Agent
By Caryn E. Cosentini
Title: Vice President
THE FIRST NATIONAL BANK OF
MARYLAND
By Kellie M. Matthews
Title: Assistant Vice President
SIGNET BANK / MARYLAND
By Janice E. Godwin
Title: Vice President
THE FIRST NATIONAL BANK OF
BOSTON
By Stefan Breuer
Title: Vice President
TEXAS COMMERCE BANK, N.A.
By Martha S. Gurwit
Title: Vice President
THE YASUDA TRUST AND BANKING CO.
LTD., NEW YORK BRANCH
By Neil T. Chau
Title: First Vice President
THE BANK OF NOVA SCOTIA
By J. Alan Edwards
Title: Authorized Signatory
NATIONSBANK OF TEXAS, N.A.
By Timothy Proffitt
Title: Senior Vice President
NATIONSBANK, N.A. (formerly known
as Maryland National Bank)
By Timothy Proffitt
Title: Senior Vice President