EXHIBIT 10
FIRST AMENDMENT TO
CRUDE OIL PROCESSING AGREEMENT
BETWEEN
STATOIL MARKETING AND TRADING (U.S.) INC.
AND
CROWN CENTRAL PETROLEUM CORPORATION
1998-2000
This First Amendment to the Crude Oil Processing Agreement between
Statoil Marketing and Trading (U.S.) Inc. and Crown Central Petroleum
Corporation dated as of October 14, 1998 (the "Agreement") is entered
into as of July 15, 1999 (the "Amendment"). Capitalized terms used
herein and not otherwise defined herein shall have the respective
meanings ascribed thereto in the Agreement. The Agreement is hereby
amended as follows:
1. Effective as of October 30, 1998 the following additional
language is inserted at the end of Article 3 (ii)(c) to set forth an
additional provision regarding Statoil's rights in Article
3(ii)(c)(B)(a) on page 7 of the Agreement and supersedes the side
letter dated October 29, 1998.
"Upon receiving notice of an amendment, supplement or other
modification to either the Indenture or the Credit Agreement, Statoil
has 10 business days following receipt of Crown's written notification
to exercise its right to suspend or terminate the contract. Should
Statoil desire to exercise this option, Crown may prevent termination
or suspension of the contract by providing within 3 business days, a
letter of credit in the same manner as provided in Article 19 (page
39). This additional provision does not supersede any provisions in
Article 3 other than 3(ii)(c)(B)(a)."
2. Effective as of the date hereof, strike Article 19, Credit
Conditions in its entirety and insert in place thereof the following
language as a new Article 19, Credit Conditions.
"ARTICLE 19 - CREDIT CONDITIONS
(i) The then current value of Crude Oil and Products held in
storage by Crown on Statoil's behalf, pursuant to this Agreement, shall
be debited against any credit facility that Statoil shall make
available to Crown for this and/or any other business purpose. Crown
shall provide Statoil with balance sheet information on a monthly basis
including assets, liabilities and debt levels for the months these
figures are not available in public financial statements. Statoil
shall treat nonpublic information on a confidential basis. At
Statoil's request, and upon reasonable notice, Crown shall provide to
Statoil
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any other information sufficient to enable Statoil to ascertain Crown's
current financial condition, and for Statoil to assure itself of the
security of Crude Oil and Products owned by Statoil which is in Crown's
custody. In addition, Crown shall notify Statoil within twenty-four
(24) hours of any event which could reasonably be expected to have a
material adverse effect on Crown's financial condition, operations,
business or prospects taken as a whole, including but not limited to,
adverse changes in Crown's debt to equity ratio, default under the
Credit Agreement or Indenture, default in the payment when due of any
principal of or interest on any indebtedness aggregating USD 1 million
or more, a final judicial or administrative judgment against Crown
which is in excess of USD 1 million in the aggregate, a downgrading of
Crown's credit and debt rating by a national credit agency and a
reduction in credit availability in excess of USD 5 million.
(ii) Statoil reserves the right, immediately and without prior
notice, to terminate or suspend any credit facility, and any other
credit arrangements, which Statoil shall make available to Crown for
this and/or any other business purpose, whenever, in its sole judgment,
Statoil considers Crown's financial condition to present an undue risk
to the security of Statoil's assets in Crown's custody, or should
Statoil conclude that it has not or cannot obtain sufficient
information to ascertain the security of such assets. In the event
that such termination or suspension is initiated, then Statoil shall
immediately notify Crown, and Crown shall then have the option of
opening an irrevocable, stand-by Letter of Credit, substantially in the
format and wording stated in Addendum Two, with a financial institution
acceptable to Statoil, and for a duration specified by Statoil, to
cover a value as determined by Statoil, up to the full value of
Statoil's assets as may be held by Crown during the course of this
Agreement.
If Crown elects not to open such a letter of credit, or if such
letter of credit, acceptable to Statoil, is not opened within two (2)
business days of notification by Statoil, or if Statoil has not
received written notification (in the form of a telex or telefax) from
the issuing financial institution within two (2) business days of
notification by Statoil, confirming that said financial institution is
in the process of opening such letter of credit (under which
circumstance such letter of credit shall be opened within three (3)
business days of original notification by Statoil), then Statoil
reserves the right to terminate or suspend this Agreement. Upon
suspension or termination of this Agreement, in
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accordance with this Article, Crown immediately shall purchase from
Statoil all Crude Oil not yet processed, and Products, owned by
Statoil, at a price computed according to the formula set forth in
Article 21. Crown shall pay Statoil for such Crude Oil, and Products
within one (1) business day from receipt of Statoil's invoice.
Notwithstanding the foregoing, Statoil may elect to immediately lift
any or all of Statoil's Crude Oil and/or Products that remains in
Crown's custody in accordance with Article 14, Final Settlement.
For the purposes of this agreement such letter of credit shall
only be considered opened at such time as a telex is received, by both
Unibank and Statoil, from the issuing financial institution, stating
that they have opened a letter of credit with Statoil as the
beneficiary.
In the event that Crown opts to open an irrevocable,
stand-by Letter of Credit, pursuant to this Article, then such Letter
of Credit shall be substantially in the format and wording as detailed
in Addendum Two to this Agreement.
In the event that Crown elects to open a letter of
credit, as detailed above, then all bank charges, and any additional
costs, related to the opening of such letter of credit, shall be
strictly for the account of Crown.
(iii) In the event that Crown is required to provide an
irrevocable, stand-by Letter of Credit to satisfy conditions described
in the paragraphs set forth under (ii) above, Statoil may accept as
substitute security for any such Letter of Credit other forms of
collateral ("Substitution Collateral") which are in a form and amount,
for a duration and from an entity acceptable to Statoil. Except as
specifically modified by this First Amendment, the Agreement is hereby
ratified and confirmed in all respects.
In witness whereof the parties have caused this Amendment to be
duly executed as of the day and year first above written.
By:/s/ S. Jansen By: /s/ Thomas L. Owsley
- ------------------------------ --------------------------------
Stat Oil Marketing and Trading Crown Central Petroleum
(U.S.) Inc. Corporation
Name Name: Thomas L. Owsley
Title: Title:Senior Vice President -
Legal
Date: 7/15/99 Date:July 16, 1999
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