EXHIBIT 28.2
AGREEMENT
Reference is hereby made to that certain Fifth Restated and
Amended Credit Agreement dated as of August 13, 1996, as amended by
the First Amendment to Fifth RestaTed and Amended Credit Agreement
dated as of August 27, 1996 (as so amended, the "Credit Agreement")
among Pride Companies, L.P. ("Borrower"), Pride Refining, Inc.,
Pride SGP, Inc., Desulfur Partnership, Pride Marketing of Texas
(Cedar Wind), Inc., and Pride Borger, Inc. (collectively, the
"Guarantors"), NationsBank of Texas, N.A., a national banking
association, as Agent ("Agent"), and Bank One, Texas, N.A. and
NationsBank of Texas, N.A., as Lenders (sometimes collectively
referred to herein as "Lenders" and each individually, a "Lender").
Capitalized terms used herein shall have the meanings given them in
the Credit Agreement.
Borrower has requested, and Agent and Lenders have agreed to
amend the Credit Agreement for the purposes expressed herein.
In consideration of the mutual covenants and agreements
contained herein and in the Credit Agreement and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Lenders, Agent, Borrower and Guarantors agree
as follows:
1. Definitions. The definition of "Maturity Date" in
Section 1.01 of the Credit Agreement is hereby amended in its
entirety to read as follows:
"'Maturity Date' shall mean the earlier to occur of
October 1, 1997 or the date of any Acceleration, provided that
beginning on the Restructuring Trigger Date and at all times
thereafter, the term 'Maturity Date' shall mean the earlier to
occur of November 30, 1997, or the date of any Acceleration."
2. Ratification of Documents. The Credit Agreement as hereby
amended is ratified and confirmed in all respects. Any reference
to the Credit Agreement in any Loan Document shall be deemed to
refer to this Agreement also. The execution, delivery and
effectiveness of this Agreement shall not, except as expressly
provided herein operate as a waiver of any right, power or remedy
of Agent or any Lender under the Credit Agreement or any other Loan
Document nor constitute a waiver of any provision of the Credit
Agreement or any other Loan Documents.
3. Loan Document. This Agreement is a Loan Document and all
provisions in the Credit Agreement pertaining to Loan Documents
apply hereto.
4. Counterparts. This Agreement 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 Agreement.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of November 14, 1996.
PRIDE COMPANIES, L.P., a Delaware
limited partnership
By: PRIDE REFINING, INC., a Texas
corporation, Managing General
Partner
By:
▇▇▇▇ ▇▇▇▇▇▇▇▇
Chief Executive Officer
PRIDE REFINING, INC.
By:
▇▇▇▇ ▇▇▇▇▇▇▇▇
Chief Executive Officer
PRIDE SGP, INC.
By:
▇▇▇▇ ▇▇▇▇▇▇▇▇
Chief Executive Officer
PRIDE MARKETING OF TEXAS (CEDAR
WIND), INC.
By:
▇▇▇▇ ▇▇▇▇▇▇▇▇
President
DESULFUR PARTNERSHIP
By: Pride Marketing of Texas (Cedar
Wind), Inc., its General
Partner
By:
▇▇▇▇ ▇▇▇▇▇▇▇▇
President
PRIDE BORGER, INC.
By:
▇▇▇▇▇ ▇▇▇▇▇▇
President
NATIONSBANK OF TEXAS, N.A., as agent
By:
▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President
NATIONSBANK OF TEXAS, N.A.
By:
▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President
BANK ONE, TEXAS, N.A.
By:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Vice President
CONSENT AND AGREEMENT
Each of Pride Refining, Pride SGP and Desulfur Partnership
hereby consents to the provisions of this Agreement and the
transactions contemplated herein, and hereby ratifies and confirms
the Second Restated Guaranty Agreement dated as of August 13, 1996,
made by it for the benefit of Lenders and Agent, and agrees that
its obligations and covenants thereunder are unimpaired hereby and
shall remain in full force and effect.
PRIDE REFINING, INC.
By:
▇▇▇▇ ▇▇▇▇▇▇▇▇
Chief Executive Officer
PRIDE SGP, INC.
By:
▇▇▇▇ ▇▇▇▇▇▇▇▇
Chief Executive Officer
DESULFUR PARTNERSHIP
By: Pride Marketing of Texas (Cedar
Wind), Inc., its general
partner
By:
▇▇▇▇ ▇▇▇▇▇▇▇▇
President
CONSENT AND AGREEMENT
Each of the undersigned hereby consents to the provisions of
this Agreement and the transactions contemplated herein, and hereby
ratifies and confirms the Restated Guaranty Agreement dated as of
August 13, 1996, made by it for the benefit of Lenders and Agent,
and agrees that its obligations and covenants thereunder are
unimpaired hereby and shall remain in full force and effect.
PRIDE MARKETING OF TEXAS (CEDAR
WIND), INC.
By:
▇▇▇▇ ▇▇▇▇▇▇▇▇
President
PRIDE BORGER, INC.
By:
▇▇▇▇▇ ▇▇▇▇▇▇
President
