EXHIBIT 4
FIRST AMENDMENT TO FIRST RESTATED CREDIT
AGREEMENT
THIS FIRST AMENDMENT TO FIRST RESTATED
CREDIT AGREEMENT (this "Amendment") is made as of
the 14th day of May, 1998 and effective as of
March 31, 1998, among: Crown Central Petroleum
Corporation, a corporation duly organized and
validly existing under the laws of the State of
Maryland (the "Company"); each Bank signatory
hereto; BankBoston, N.A., as Documentation Agent,
and NationsBank, N.A. (f/k/a NationsBank of
Texas, N.A.), as Administrative Agent and as
Letter of Credit Agent.
RECITALS
1. The Company and the Bank Parties
entered into that certain First Restated Credit
Agreement dated as of August 1, 1997 (the
"Original Agreement"), for the purpose and
consideration therein expressed.
2. The Company and the Bank Parties
signatory hereto 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 First Amendment
to First Restated Credit Agreement.
"Credit Agreement" shall mean the Original
Agreement as amended hereby.
ARTICLE II. -- AMENDMENTS TO ORIGINAL AGREEMENT
Section 2.1. SHORT-TERM FIFO NET INCOME
(LOSS). Section 8.23 of the Original Agreement
is hereby amended in its entirety to read as
follows:
Section 8.23. SHORT-TERM FIFO NET INCOME
(LOSS). The Company shall cause FIFO Net Income
(Loss) to be greater than ($15,200,000) for each
short-term measurement period commencing on or
after August 1, 1996 (i.e., either to be positive
or, if a loss, not to be a loss of more than
$15,200,000), except for the short-term
measurement periods commencing on April 1, 1997,
May 1, 1997, June 1, 1997 and July 1, 1997, for
which the Company shall cause FIFO Net Income
(Loss) to be greater than ($18,500,000) for such
periods.. As used in this Section 8.23, "short-
term measurement period" means any period of
twelve consecutive calendar months.
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.
Section 3.2. AMENDMENT FEE. In
consideration hereof, the Company hereby agrees
to pay to the Administrative Agent, for the
account of each Bank signatory hereto on or
before 12:00 noon EST, Thursday, May 14, 1998, an
amendment fee equal to ten Basis Points times
such Bank's Commitment; provided, Majority Banks
shall have executed and delivered this Amendment
on or before such time and date.
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
are true and correct 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 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 Texas 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 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.
----------------------------
John E. Wheeler, Jr.
Executive Vice President and
Chief Financial Officer
NATIONSBANK, N.A.
(f/k/a NationsBank of Texas, N.A.),
as Administrative Agent, Letter of
Credit Agent
and a Bank
By: /S/ - - - PATRICK M. DELANEY
--------------------------
Patrick M. Delaney
Senior Vice President
BANKBOSTON, N.A.,
as Documentation Agent and a Bank
By: /S/ - - - CHRISTOPHER HOLMGREN
------------------------------
Name: Christopher Holmgren
Title: Director
FIRST NATIONAL BANK OF MARYLAND, as a
Bank
By: /S/ - - - SUSAN ELLIOTT BENNINGHOFF
-----------------------------------
Name: Susan Elliott Benninghoff
Title: Vice President
FIRST UNION NATIONAL BANK, as a Bank
By: /S/ - - - KEVIN MAHON
---------------------
Name: Kevin Mahon
Title: Vice President
DEN NORSKE BANK ASA, as a Bank
By: /S/ - - - BYRON L. COOLEY
--------------------------
Name: Byron L. Cooley
Title:Senior Vice President
HIBERNIA NATIONAL BANK, as a Bank
By: /S/ - - - COLLEEN MCEVOY
------------------------
Name: Colleen McEvoy
Title:Vice President
CRESTAR BANK, as a Bank
By: /S/ - - - PAUL R. BELIVEAU
--------------------------
Name:Paul R. Beliveau
Title:Vice President
PNC BANK, N.A., as a Bank
By: /S/ - - - JOHN R. WAY
---------------------
Name: John R. Way
Title: Assistant Vice President