AMENDMENT NO. 3
AMENDMENT AGREEMENT dated as of June 30, 1995 in connection with
the Credit Agreement dated as of May 10, 1993 (as amended by Amendment
No. 1 dated as of December 20, 1993, and Amendment No. 2 dated as of
September 30, 1994, 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 June 30, 1995, Section 9.01(k)
of the Credit Agreement is amended to read in its entirety as follows
(without prejudice, however, to the prior amendment to Section 8.14):
(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 September 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 "Amendment No. 3 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 and (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.
4. Representations and Warranties. The Company represents and
warrants to the Agent and the Banks as of the Amendment No. 3
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 Amendment No. 3 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. 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.
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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 Cosentini
Title: Vice President
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION), as Letter
of Credit Agent
By Caryn Cosentini
Title: Vice President
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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 Michael Kane
Title: Managing Director
TEXAS COMMERCE BANK, N.A.
By Martha S. Gurwit
Title: Vice President
THE YASUDA TRUST AND BANKING CO.,
LTD., New York Branch
By Neil B. Chau
Title: First Vice President
THE BANK OF NOVA SCOTIA
By J. Alan Edwards
Title: Authorized Signatory
NATIONSBANK OF TEXAS, N.A.
By William D. Clift
Title: Senior Vice President
NATIONSBANK, N.A. (formerly known
as Maryland National Bank)
By William D. Clift
Title: Senior Vice President
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