AMENDMENT NO. 3
THIS AMENDMENT NO. 3 dated as of September 30, 1994, is an amendment
with respect to certain provisions of a Note Purchase Agreement dated
as of January 3, 1991, as amended by Amendment No. 1, dated as of
February 14, 1992, and Amendment No. 2, dated as of November 10, 1992,
(the "Agreement") by and between Crown Central Petroleum Corporation
(the "Company") and Principal Mutual Life Insurance Company, Life
Investors Insurance Company of America, AUSA Life Insurance Company,
State Mutual Life Assurance Company of America, SMA Life Assurance
Company, American Family Mutual Insurance Company and American Family
Life Insurance Company. Terms defined in the Agreement and not
otherwise defined herein have the same meaning when used herein.
Section 1. Amendment of Section 10.5(b). Effective as of the date
hereof, the parties agree to amend section 10.5(b) of the Agreement by
deleting the current text thereof and substituting the following:
The Company and its Subsidiaries, on a consolidated basis, will not
permit at any time its Consolidated Tangible Net Worth to be less
than $250,000,000, plus 50% of Consolidated Net Income on a
cumulative basis for each fiscal year subsequent to the year ended
December 31, 1991 and for which year Consolidated Net Income is
positive.
Section 2. Amendment of Section 10.5(d). Effective as of the date
hereof, the parties agree to amend Section 10.5(d) of the Agreement by
deleting the current text thereof, as amended, and substituting the
following:
The Company and its Subsidiaries, on a consolidated basis, for each
period of four (4) consecutive fiscal quarters of the Company
(treated for these purposes as one accounting period) referred to
below, will not permit the ratio of (i) Cash Flow plus Operating
Lease rental expense plus Interest Expense to (ii) Fixed Charges
plus scheduled mandatory payments of principal of Indebtedness, to
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
Section 3. Interest Rate. If the Notes shall not have been prepaid
in full in accordance with the terms of the Agreement prior to January
31, 1995, the interest rates set forth in Section 9.1 of the Agreement
payable with respect to the Notes outstanding shall be increased by 1/4
of 1% (from 10.42% to 10.67% in the case of the regular rate and from
12.42% to 12.67% in the case of the default rate) retroactively from
October 1, 1994 to and including the last day of the last fiscal
quarter of the Company prior to the quarter in which the Company
completes a period of four consecutive fiscal quarters of the Company
(treated for this purpose as one accounting period) during which the
ratio of (i) Cash Flow plus Operating Lease rental expense plus
Interest Expense to (ii) Fixed Charges plus scheduled mandatory
payments of principal of Indebtedness for the four-quarter period is
2.0 to 1.0 or greater.
Payment of the additional interest due, if any, as a result of the
retroactive increase in interest rate from October 1, 1994 through
December 31, 1994 shall be due and payable on January 31, 1995, and all
other additional interest payable under this Amendment No. 3 shall be
due and payable on January 31, and July 31 in each year.
Section 4. Representations and Warranties of the Company. The
Company represents and warrants that:
(a) The Company is a corporation duly organized, validly existing
and in good standing under the laws of the State of Maryland; has full
corporate power and authority to execute, deliver and perform its
obligations under this Amendment No. 3; the execution, delivery and
performance by the Company of this Amendment No. 3 have been duly
authorized by all necessary corporate action on its part; and this
Amendment No. 3 has been duly and validly executed and delivered by the
Company and constitutes its legal, valid and binding obligation,
enforceable in accordance with its terms. The Company has all licenses
and permits, the absence of which could reasonably be expected to have
a Material Adverse Effect.
(b) Neither the Company nor any of its Subsidiaries is in violation
of any term of its certificate or articles of incorporation or by-laws,
and neither the Company nor any of its Subsidiaries is in violation of
any term of any agreement or instrument to which it is a party or by
which it or any of its properties is bound so that such violation could
reasonably be expected to have a Material Adverse Effect, or, except as
disclosed in reasonable detail on Exhibit E to the Agreement or as
disclosed in the Reports, any term of any applicable law, ordinance,
rule or regulation of any governmental authority or any term of any
applicable order, judgment or decree of any court, arbitrator or
governmental authority so that such violation could reasonably be
expected to have a Material Adverse Effect; the execution, delivery and
performance of this Amendment No. 3 do not result in any violation of
or in a conflict with or constitute a default under any such term or
result in the creation of (or impose any obligation on the Company or
any of its Subsidiaries to create) any Lien upon any of the properties
or assets of the Company or any of its Subsidiaries pursuant to any
such term; and there is no such term which has a Material Adverse
Effect or in the future may reasonably be expected to (so far as the
Company or any of its Subsidiaries can now forsee) have a Material
Adverse Effect.
(c) Except for filings of 10-Ks, 10-Qs and other reports of a
routine nature with the Securities and Exchange Commission, no consent,
approval, authorization or declaration of, or filing with, any
governmental authority is required of the Company for the valid
execution, delivery and performance of this Amendment No. 3 or for the
validity or enforceability thereof.
Section 5. Amendment Fee. An amendment fee in the amount of 1/8 of
1% of the principal amount of the Notes outstanding on September 30,
1994 shall be due and payable on January 31, 1995 to the then holders
of the Notes if and only if the Notes shall not have been paid in full
prior to said January 31, 1995.
Section 6. Status of Agreement. Except as otherwise expressly
provided herein, all terms and conditions of the Agreement, as amended,
shall remain unchanged and continue in full force and effect.
Section 7. Counterparts. This Amendment No. 3 may be executed in
any number of counterparts, all of which taken together shall
constitute one document, and any one of the parties hereto may execute
this Amendment No. 3 by signing such counterpart.
Section 8. Condition Precedent. The effectiveness of this Amendment
No. 3 is subject to the condition precedent that the Company shall
have received this Amendment No. 3 executed by holders of at least a
Majority in aggregate principal amount of the Notes now outstanding.
WITNESS the signatures of the undersigned as of the date first above
written.
CROWN CENTRAL PETROLEUM CORPORATION
By: John E. Wheeler, Jr.
John E. Wheeler, Jr.
Senior Vice President-Treasurer
and Controller
The foregoing Amendment No. 3 is hereby agreed to as of the date
hereof.
PRINCIPAL MUTUAL LIFE INSURANCE
COMPANY
By: James K. Hovey
Name: James K. Hovey
Title: Director - Securities
Investment
By: Daniel J. Garrett
Name: Daniel J. Garrett
Title: Assistant Director -
Securities Investment
LIFE INVESTORS INSURANCE COMPANY OF
AMERICA
By: Gregory W. Theobald
Name: Gregory W. Theobald
Title: VP & Asst. Secretary
FIRST AUSA LIFE INSURANCE
COMPANY
By: Gregory W. Theobald
Name: Gregory W. Theobald
Title: VP & Asst. Secretary
STATE MUTUAL LIFE ASSURANCE COMPANY
OF AMERICA
By: Scott C. Hyney
Name: Scott C. Hyney
Title: Assistant Treasurer
SMA LIFE ASSURANCE COMPANY
By: Scott C. Hyney
Name: Scott C. Hyney
Title: Assistant Treasurer
AMERICAN FAMILY MUTUAL INSURANCE
COMPANY
By: Phillip Hannifan
Name: Phillip Hannifan
Title: Investment Director
AMERICAN FAMILY LIFE INSURANCE
COMPANY
By: Phillip Hannifan
Name: Phillip Hannifan
Title: Investment Director