SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT
AGREEMENT (herein called this
"Amendment") is made as of the 25th day
of June, 1996 by and among Crown Central
Petroleum Corporation, a Maryland
corporation (the "Company"), The First
National Bank of Boston and Texas
Commerce Bank National Association, as
agents for the Banks ("Agents"),
NationsBank of Texas, N.A., as
administrative agent and as letter of
credit agent for the Banks (in such
respective capacities, "Administrative
Agent" and "Letter of Credit Agent"), and
each of the banks that is a signatory to
the Original Agreement (the "Banks")(the
Administrative Agent, the Letter of
Credit Agent, the Agents, and the Banks
are collectively referred to herein as
the "Bank Parties").
RECITALS
1. The Company and the Bank Parties
have entered into that certain Credit
Agreement dated as of September 25, 1995,
as amended by that certain First
Amendment to Credit Agreement dated as of
February 1, 1996 (as so amended the
"Original Agreement"), for the purpose
and consideration therein expressed.
2. The Company and the Bank Parties
desire to amend the Original Agreement as
expressly set forth herein.
NOW, THEREFORE, in consideration of the
premises and the mutual covenants and
agreements contained herein and in the
Original Agreement and in consideration
of the credit which may hereafter be
extended by the Banks to the Company, and
for other good and valuable
consideration, the receipt and
sufficiency of which are hereby
acknowledged, the parties hereto agree as
follows:
ARTICLE I.
Definitions and References
Section 1.1. Terms Defined in the
Original Agreement. Unless the context
otherwise requires or unless otherwise
expressly defined herein, the terms
defined in the Original Agreement shall
have the same meanings whenever used in
this Amendment.
Section 1.2. Other Defined Terms.
Unless the context otherwise requires,
the following terms when used in this
Amendment shall have the meanings
assigned to them in this Section 1.2.
"Amendment" shall mean this Second
Amendment to Credit Agreement.
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"Credit Agreement" shall mean the
Original Agreement as amended hereby.
ARTICLE II.
Amendments to Original Agreement
Section 2.1. Amendments to Defined
Terms. The definition of "Adjusted
Current Ratio" in Section 1.1 of the
Original Agreement is hereby amended in
its entirety to read as follows:
"Adjusted Current Ratio" shall
mean, as of June 30, 1995 and as of the
end of each calendar month thereafter,
the ratio of Adjusted Current Assets to
Adjusted Liabilities, provided that for
the purpose of determining Adjusted
Current Ratio after April 1, 1996, clause
(b) in the definition of "Adjusted
Current Assets" shall be deemed to read
as follows: "(b) an amount equal to the
Company's Consolidated inventory LIFO
reserve at such Determination Date."
Section 2.2. Covenants of the Company.
Section 8.23 of the Credit Agreement is
hereby amended in its entirety to read as
follows:
For each short-term measurement period
set forth in the following table, the
Company shall cause FIFO Net Income
(Loss) to be greater than the amount set
out opposite such period in such period:
Amount
Period
($20,000,000) July 1995
($20,000,000) July 1995 through
August 1995
($20,000,000) July 1995 through
September 1995
($19,600,000) July 1995 through
October 1995
($19,200,000) July 1995 through
November 1995
($18,800,000) July 1995 through
December 1995
($18,400,000) July 1995 through
January 1996
($18,000,000) July 1995 through
February 1996
($17,600,000) July 1995 through
March 1996
($22,200,000) July 1995 through
April 1996
($21,800,000) July 1995 through
May 1996
($21,400,000) July 1995 through
June 1996
($21,000,000) August 1995 through
July 1996
($21,600,000) September 1995
through August 1996
($21,200,000) October 1995 through
September 1996
($21,200,000) November 1995
through October 1996
($21,200,000) December 1995
through November 1996
($15,200,000) January 1996 through
December 1996
($15,200,000) each short-term
measurement period
ending after
December 1996
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As used in this Section 8.23, "short-
term measurement period" means any period
of twelve consecutive calendar months,
provided that until June 30, 1996, a
short-term measurement period shall be
any period (from one to eleven months in
length) beginning on July 1, 1995 and
ending on the last day of a calendar
month prior to June 30, 1996.
ARTICLE III.
Conditions of Effectiveness
Section 3.1. Effective Date. This
Amendment shall become effective when,
and only when, (i) Administrative Agent
shall have received, at Administrative
Agent's office, a counterpart of this
Amendment executed and delivered by the
Company, the Administrative Agent, the
Letter of Credit Agent and the Majority
Banks and (ii) Administrative Agent shall
have additionally received such
supporting documents as Administrative
Agent may reasonably request.
ARTICLE IV.
Representations and Warranties
Section 4.1. Representations and
Warranties of the Company. In order to
induce each Bank to enter into this
Amendment, the Company represents and
warrants to each Bank that:
(a) The representations and
warranties contained in Section 7 of the
Original Agreement [(excluding Section
7.16)] are true and correct [(except as
disclosed in the letter dated June 25,
1996 from the Company to the Banks)] and
no Default or Event of Default exists at
and as of the time of the effectiveness
hereof, in each case after giving effect
to the amendments herein made.
(b) The Company is duly authorized
to execute and deliver this Amendment and
is and will continue to be duly
authorized to borrow monies and to
perform its obligations under the Credit
Agreement. The Company has duly taken all
corporate action necessary to authorize
the execution and delivery of this
Amendment and to authorize the
performance of the obligations of the
Company hereunder.
(c) The execution and delivery by
the Company of this Amendment, the
performance by the Company of its
obligations hereunder and the
consummation of the transactions
contemplated hereby do not and will not
conflict with any provision of law,
statute, rule or regulation or of the
articles or certificate of incorporation
and bylaws of the Company, or of any
material agreement, judgment, license,
order or permit applicable to or binding
upon the Company, or result in the
creation of any lien, charge or
encumbrance upon any assets or properties
of the Company. Except for
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those which have been obtained, no
consent, approval, authorization or order
of any court or governmental authority or
third party is required in connection
with the execution and delivery by the
Company of this Amendment or to
consummate the transactions contemplated
hereby.
(d) When duly executed and
delivered, each of this Amendment and the
Credit Agreement will be a legal and
binding obligation of the Company,
enforceable in accordance with its terms,
except as limited by bankruptcy,
insolvency or similar laws of general
application relating to the enforcement
of creditors' rights and by equitable
principles of general application.
ARTICLE V.
Miscellaneous
Section 5.1. Ratification of
Agreements. The Original Agreement as
hereby amended, together with all of the
other Loan Documents, are hereby ratified
and confirmed in all respects. Any
reference to the Credit Agreement in any
Loan Document shall be deemed to be a
reference to the Original Agreement as
hereby amended. The execution, delivery
and effectiveness of this Amendment shall
not, except as expressly provided herein,
operate as a waiver of any right, power
or remedy of the Banks under the Credit
Agreement, the Notes, or any other Loan
Document nor constitute a waiver of any
provision of the Credit Agreement, the
Notes or any other Loan Document.
Section 5.2. Survival of Agreements.
All representations, warranties,
covenants and agreements of the Company
herein shall survive the execution and
delivery of this Amendment and the
performance hereof, including without
limitation the making or granting of the
Loans, and shall further survive until
all of the Obligations are paid in full.
All statements and agreements contained
in any certificate or instrument
delivered by the Company hereunder or
under the Credit Agreement to any Bank
shall be deemed to constitute
representations and warranties by, and/or
agreements and covenants of, the Company
under this Amendment and under the Credit
Agreement.
Section 5.3. Loan Documents. This
Amendment is a Loan Document, and all
provisions in the Credit Agreement
pertaining to Loan Documents apply
hereto.
Section 5.4. Governing Law. This
Amendment shall be governed by and
construed in accordance the laws of the
State of New York and any applicable laws
of the United States of America in all
respects, including construction,
validity and performance.
Section 5.5. Counterparts. This
Amendment may be separately executed in
counterparts and by the different parties
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hereto in separate counterparts, each of
which when so executed shall be deemed to
constitute one and the same Amendment.
IN WITNESS WHEREOF, this Amendment is
executed as of the date first above
written.
CROWN CENTRAL PETROLEUM CORPORATION
By: /s/-- John E. Wheeler, Jr.
Name: John E. Wheeler, Jr.
Title: Sr. Vice President -
Finance
NATIONSBANK OF TEXAS, N.A., as
Administrative Agent, Letter of Credit
Agent and a Bank
By: /s/-- Timothy S. Proffitt
Name: Vice President
Title:
THE FIRST NATIONAL BANK OF BOSTON, as an
Agent and a Bank
By: /s/-- Michael Kane
Name: Michael Kane
Title: Managing Director
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, as an Agent and a Bank
By: /s/-- Mary C. Arnold
Name: Mary C. Arnold
Title: Vice President
FIRST NATIONAL BANK OF MARYLAND, as a
Bank
By: /s/-- Kellie M. Mathews
Name: Kellie M. Mathews
Title: Vice President
SIGNET BANK
By: /s/-- Kevin Mahon
Name: Kevin Mahon
Title: Vice President
THE BANK OF NOVA SCOTIA,
as a Bank
By: /s/-- J. Alan Edwards
Name: J. Alan Edwards
Title: Authorized Signatory
DEN NORSKE BANK AS,
as a Bank
By: /s/-- Byron L. Cooley
Name: Byron L. Cooley
Title: First Vice President
By: /s/-- Charles E. Hall
Name: Charles E. Hall
Title: First Vice President
SOCIETE GENERALE,
as a Bank
By: /s/-- Gordon Saint-Denis
Name: Gordon Saint-Denis
Title: Vice President
THE YASUDA TRUST AND BANKING
COMPANY, LIMITED, New York Branch,
as a Bank
By: /s/-- Gerald T. Gill
Name: Gerald T. Gill
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