EXHIBIT 4.F
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FIRST SUPPLEMENTAL INDENTURE
Between
CROWN CENTRAL PETROLEUM CORPORATION
as Issuer
and
STATE STREET BANK AND TRUST COMPANY
as Trustee
Dated as of December 2, 1998
Supplementing the Indenture
Dated as of January 24, 1995
With respect to
$125,000,000 Aggregate Principal Amount
of 10 7/8% Senior Notes due 2005
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THIS SUPPLEMENTAL INDENTURE ("Supplemental Indenture") is entered
into as of December 2, 1998, between Crown Central Petroleum Corporation, a
corporation duly organized and existing under the laws of the State of Maryland
(herein called the "Company"), and State Street Bank and Trust Company, a
Massachusetts banking corporation, as trustee (herein called the "Trustee").
WITNESSETH THAT:
WHEREAS, the Company and the First National Bank of Boston (the
"Original Trustee") entered into an indenture (the "Indenture") dated as of
January 24, 1995 with respect to $125,000,000 aggregate principal amount of 10
7/8% Senior Notes due 2005 of the Company, and the Trustee became the successor
to the Original Trustee as of April 26, 1996 under Section 611 of the Indenture
following its acquisition of the corporate trusts business of the Original
Trustee;
WHEREAS, Section 902 of the Indenture provides that with the
consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities, the Company and the Trustee may enter into one or more
supplemental indentures for the purpose of adding any provisions to or changing
in any manner of eliminating any of the provisions of the Original Indenture,
and the Company wishes to effect an amendment to the Indenture (the "Proposed
Amendment") which requires the consent of the Holders of not less than a
majority in principal amount of the Outstanding Securities (the "Requisite
Consents");
WHEREAS, the Company has solicited (the "Consent Solicitation")
consents ("Consents", and each a "Consent") by the Holders of record of the
Outstanding Securities as of October 15, 1998, upon the terms and subject to the
conditions set forth in a consent solicitation statement dated October 16, 1998
(the "Consent Solicitation Statement"), to the adoption of the Proposed
Amendment;
WHEREAS, the Consent Solicitation by its terms was originally to
have expired at 5:00p.m., New York City time, on Friday, October 30, 1998, but
was extended to expire at 5:00 p.m., New York City time, on Monday, November 30,
1998 (the "Consent Date"), by which time and date the Company had received the
Requisite Consents to the Proposed Amendment;
WHEREAS, in the Consent Solicitation Statement as supplemented by
subsequent notices to the Holders, the Company confirmed that it would pay to
each Holder who has delivered (and not revoked) a valid Consent on or prior to
the Consent Date a consent fee in the amount of $32.50 for each $1,000
outstanding principal amount of Notes in respect of which such Consent has been
validly delivered (the "Consent Fee"), that this Supplemental Indenture would be
executed on or subsequent to the Consent Date, and that the Proposed Amendment
would not be operative until and unless the Consent Fee had been paid by the
Company;
WHEREAS, all other conditions set forth in the Consent
Solicitation Statement other than the payment of the Consent Fee have been
satisfied or waived;
WHEREAS, the Company has duly authorized the execution and
delivery of this Supplemental Indenture, and all things necessary have been done
to make this Supplemental Indenture a valid agreement of the Company in
accordance with its terms;
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
That in order to declare additional terms and conditions
applicable to the Outstanding Securities, and in consideration of the premises
and of the payment by the Company of the Consent Fee to those Holders of
Outstanding Securities who delivered (and did not revoke) a valid Consent on or
prior to the Consent Date, the Company covenants and agrees with the Trustee,
for the equal and proportionate benefit of the respective Holders from time to
time of all the Outstanding Securities, as follows:
ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
1. Capitalized Terms. Capitalized terms used herein and not otherwise
defined herein are used with the respective meanings ascribed to such terms in
the Indenture.
2. Effectiveness. This Supplemental Indenture shall become effective,
and shall bind the parties hereto upon its execution by the parties hereto,
provided, however, that the amendments to the Indenture effected by Article Two
hereof shall not become effective until the Consent Fee shall have been paid by
the Company to the Trustee for the benefit of the Holders.
3. Incorporation of Supplemental Indenture into Indenture. This
Supplemental Indenture is executed by the Company and the Trustee pursuant to
the provisions of Section 902 of the Indenture, and the terms and conditions
hereof shall be deemed to be part of the Indenture for all purposes upon the
effectiveness of this Supplemental Indenture. The Indenture, as amended and
supplemented by this Supplemental Indenture, is in all respects hereby adopted,
ratified and confirmed.
4. Effect of Headings. The Article and Section headings herein are for
convenience only and shall not affect the construction hereof.
5. Governing Law. The internal laws of the State of New York shall
govern and be used to construe this Supplemental Indenture, without regard to
the conflicts of laws provisions thereof.
6. Counterparts. This Supplemental Indenture may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.
7. Recitals. The recitals contained herein shall be taken as the
statements of the Company and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Supplemental Indenture.
ARTICLE TWO
AMENDMENTS TO PROVISIONS OF INDENTURE
1. Definitions. (a) Section 1.01 of the Indenture is hereby amended by
amending and restating the following definition:
"Credit Facility" means the Credit Agreement, dated as of May 10, 1993,
among the Company and the lenders named therein and The Chase Manhattan Bank,
N.A., as agent, and any successor lenders and/or agents party thereto including
any ancillary documents executed in connection therewith, as such agreement may
be amended, renewed, extended, substituted, refinanced, restructured, replaced,
supplemented or otherwise modified from time to time (including, without
limitation, any successive amendments, renewals, extensions, substitutions,
refinancings, restructurings, replacements, supplementations or other
modifications of the foregoing). For all purposes under this Indenture, "Credit
Facility" includes any amendments, renewals, extensions, substitutions,
refinancings, restructurings, replacements, supplements or any other
modifications that increase the principal amount of the Indebtedness or the
commitments to lend thereunder and have been made in compliance with Section
1008 hereof. If all or a portion of the Credit Facility becomes available to the
Company as liquidity support or credit enhancement for a commercial paper
program established by the Company, the amount of Indebtedness thereunder in
respect of such support or enhancement shall be the aggregate principal amount
thereunder that is then available to support or enhance outstanding commercial
paper of the Company, and the aggregate face amount of such commercial paper
which is outstanding that equals the aggregate principal amount thereunder that
is then available for support or enhancement of such commercial paper shall not
be considered to be outstanding for purposes of the operation of the covenant
set forth in Section 1008 hereof.
(b) Section 1.01 of the Indenture is hereby amended by adding the
following definitions in the appropriate alphabetical order:
"Permitted Collateral" means all of the present and future current
assets (as determined under GAAP) of the Company and its Subsidiaries, including
without limitation all accounts, contract rights, general intangibles, chattel
paper, documents, instruments, deposit accounts, short term investments, and
inventory, and all products and proceeds thereof.
"Secured Credit Facility" means the Credit Facility as it may be
secured by a Lien over Permitted Collateral pursuant to Section 1012(j)
hereof.
2. Limitations on Liens. Section 1012 of the Indenture is hereby amended
and restated in its entirety as follows:
SECTION 1012. Limitation on Liens.
The Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, create, incur, affirm or suffer to exist any
Lien of any kind upon any of its property or assets (including any
intercompany notes), owned at the date of the this Indenture or acquired
after the date of this Indenture, or any income or profits therefrom,
unless the Securities (or in the case of Liens on property or assets of
a Guarantor, the related Guarantee) are directly secured equally and
ratably with (or prior to in the case of Liens with respect to
Subordinated Indebtedness or Indebtedness of a Guarantor subordinated in
right of payment to its Guarantee) the
obligation or liability secured by such Lien, excluding, however, from
the operation of the foregoing any of the following (collectively,
"Permitted Liens"):
(a) any Lien existing as of the date of this Indenture;
(b) any Lien arising by reason of (I) any judgment, decree or order of
any court, so long as such Lien in adequately bonded and any appropriate legal
proceedings which may have been duly initiated for the review of such judgment,
decree or order have not been finally terminated or the period within which such
proceedings may be initiated has not expired; (ii) taxes not yet delinquent or
which are being contested in good faith by appropriate proceedings promptly
instituted and diligently conducted, and against which appropriate reserves have
been established in accordance with GAAP; (iii) security for payment of workers'
compensation or other insurance; (iv) good faith deposits in connection with
tenders, leases or contracts (other than contracts for the payment of money);
(v) zoning restrictions, easements, licenses, reservations, provisions,
covenants, conditions, waivers, restrictions on the use of property or minor
irregularities of title (and with respect to leasehold interests, mortgages,
obligations, liens and other encumbrances incurred, created, assumed or
permitted to exist and arising by, through or under a landlord or owner of the
leased property, with or without consent of the lessee), none of which
materially impairs the use of any parcel of property material to the operation
of the businesses of the Company or any of its Subsidiaries or the value of such
property for the purpose of such businesses; (vi) deposits to secure public or
statutory obligations, or in lieu of surety or appeal bonds; (vii) certain
surveys, exceptions, title defects, encumbrances, easements, reservations of, or
rights of others for, rights of way, sewers, electric lines, telegraph or
telephone lines and other similar purposes or zoning or other restrictions as to
the use of real property not materially adversely interfering with the ordinary
conduct of the businesses of the Company or any of its Subsidiaries; or (viii)
operation of law in favor of mechanics, materialmen, laborers, employees or
suppliers, incurred in the ordinary course of business for sums which are not
yet delinquent or are being contested in good faith by negotiations or by
appropriate proceedings which suspend the collection thereof and against which
appropriate reserves have been established;
(c) any Lien (including extensions and renewals thereof) upon real or
tangible personal property acquired or constructed in the ordinary course of
business after the date of this Indenture; provided that (i) such Lien is
created (A) solely for the purpose of securing Purchase Money Indebtedness
incurred in respect of the item of property or assets subject thereto and such
Lien is created prior to, at the time of or within 90 days after the later of
the acquisition, the completion of construction or the commencement of full
operation of such property or (B) to refinance any Purchase Money Indebtedness
previously incurred and so secured, (ii) the principal amount of Purchase Money
Indebtedness secured by such Lien does not exceed 100% of the lesser of the
aggregate cost or the Fair Market Value of such item of property or assets,
(iii) any such Lien does not extend to or cover any property or assets other
than such
item or property or assets and any improvements on such item and (iv) any such
Lien does not extend to or cover any property or assets of the Company or any of
its Subsidiaries existing as of the date of this Indenture;
(d) any Lien now or hereafter existing on property or assets of the
Company or any of its Subsidiaries securing the Securities;
(e) any Lien securing Acquired Indebtedness created prior to (and not
created in connection with or in contemplation of) the incurrence of such
Indebtedness by the Company or any of its Subsidiaries, in each case which
Indebtedness is permitted under Section 1008 hereof; provided that any such Lien
only extends to the assets that were subject to such Lien securing such Acquired
Indebtedness prior to the related transaction by the Company or its
Subsidiaries;
(f) any Lien securing Hedging Obligations that the Company enters into
in the ordinary course of business for the purpose of protecting against
fluctuations in the price of crude oil, other feedstocks or refined products;
(g) any Lien on pipeline or pipeline facilities which arise out of
operation of law;
(h) any extension, renewal, refinancing or replacement, in whole or in
part, of any Lien described in the foregoing paragraphs (a) through (g) so long
as no additional assets become subject to such Liens as a result of such
extension, renewal, refinancing or replacement;
(i) any Lien on property of the Company or any of its Subsidiaries that
is subject to a Sale and Leaseback Transaction, provided that after giving
effect to such transaction the aggregate principal amount of Attributable
Indebtedness in respect of all Sale and Leaseback Transactions entered into by
the Company and its Subsidiaries then outstanding, other than any Sale and
Leaseback Transactions existing as of the date of the Indenture, does not at the
time such Lien is incurred exceed 10% of the Consolidated Net Worth of the
Company; and
(j) any Lien over Permitted Collateral directly or indirectly securing
the payment of any Indebtedness of the Company or any of its Subsidiaries under
the Secured Credit Facility and incurred pursuant to clause (b)(I) of Section
1008 of this Indenture, whether absolute, accrued, contingent or based upon any
contingency.
IN WITNESS WHEREOF, the Company and the Trustee have executed this
Supplemental Indenture and have caused their names to be signed hereto by their
respective officers thereunto duly authorized, all as of the day and year first
above written.
CROWN CENTRAL PETROLEUM CORPORATION
As Issuer
By: /s/- - John E. Wheeler, Jr.
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Title: Executive Vice President - Chief
Financial Officer
Attest: /s/ - - Dolores B. Rawlings
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Title: Vice President - Secretary
STATE STREET BANK AND TRUST COMPANY
As Trustee
By: /s/ - - Sandy Lamar Cody
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Title: Vice President
Attest: /s/ - - Scott A. Knox
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Title: Assistant Secretary