EXHIBIT 28.1
FOURTH AMENDMENT TO FIFTH RESTATED AND AMENDED CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO FIFTH RESTATED AND AMENDED CREDIT
AGREEMENT (herein called the "Amendment") made as of the 15th day
of May, 1997, by and among Pride Companies, L.P., a Delaware
limited partnership ("Borrower"), Pride Refining, Inc., a Texas
corporation ("Pride Refining"), Pride SGP, Inc., a Texas
corporation ("Pride SGP"), Desulfur Partnership, a Texas general
partnership ("Desulfur Partnership"), Pride Marketing of Texas
(Cedar Wind), Inc., a Texas corporation ("Pride Marketing"), Pride
Xxxxxx, Inc., a Delaware corporation ("Pride Borger"), NationsBank
of Texas, N.A., a national banking association, as Agent ("Agent"),
and Lenders named on Schedule 1 to the Original Agreement
("Lenders"),
W I T N E S S E T H;
WHEREAS, Borrower, Pride Refining, Pride SGP, Desulfur
Partnership, Pride Marketing, Pride Borger, Agent and Lenders have
entered into that certain Fifth Restated and Amended Credit
Agreement dated as of August 13, 1996, as amended by that certain
First Amendment to Fifth Restated and Amended Credit Agreement
dated as of August 17, 1996, that certain Second Amendment to Fifth
Restated and Amended Credit Agreement dated as of February 25,
1997, and that certain Third Amendment to Fifth Restated and
Amended Credit Agreement dated as of March 31, 1997 (as so amended,
the "Original Agreement") for the purpose and consideration therein
expressed, whereby Lenders became obligated to make loans to
Borrower as therein provided;
WHEREAS, Borrower has requested Agent and Lenders to extend
the Maturity Date, and Agent and Lenders have agreed to do so,
subject to the terms and conditions contained 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 loans which may
hereafter be made by Lenders to Borrower, and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto do hereby 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 Fourth Amendment to Fifth
Restated and Amended Credit Agreement.
"Credit Agreement" shall mean the Original Agreement as
amended hereby.
ARTICLE II.
Amendments to Original Agreement
Section 2.1. Defined Terms. The definitions of "Adjusted
Cash Proceeds", "Affiliate", "EBITDAR" and "Maturity Date" in
Section 1.1 of the Original Agreement are hereby amended in their
entirety to read as follows:
"Adjusted Cash Proceeds" shall mean the remainder of (i) all
cash received by Borrower or any of its Subsidiaries outside the
ordinary course of business, including but not limited to
consideration for or in connection with the sale, lease, transfer
or other disposition of any assets or properties, whether owned or
leased by Borrower or any Related Person, but excluding
consideration received in connection with (a) the sale of goods and
services in the ordinary course of business or (b) Litigation
Settlements or Equity Offerings MINUS (ii) any costs, expenses and
fees (including attorney's fees) actually paid by Borrower out of
such cash proceeds and which have not otherwise been deducted in
any period in the determination of Excess Cash. For purposes of
this definition the terms "Litigation Settlements" and "Equity
Offerings" have the meanings given them in Section 2.06(c). For
the convenience of the parties, the sale or other disposition of
any assets which are sold for fair consideration not in excess of
$25,000 in the case of any single sale or in the aggregate with all
such sales not in excess of $250,000 during a Calendar Quarter
shall not be treated as Adjusted Cash Proceeds until the last day
of the Calendar Quarter in which the sale occurred.
"`Affiliate' of any Person shall mean any other Person
directly or indirectly, controlling, controlled by, or under common
control with, such Person. For the purposes of this definition,
"control" (including, with correlative meanings, the terms
"controlled by" and "under common control with"), as used with
respect to any Person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the
management and policies of such Person. With respect to any
Related Person, without limiting the foregoing, `Affiliate' shall
also include any officer or director of any Related Person or any
shareholder or unitholder of any Related Person holding more than
5% of the securities of any Related Person (but excluding the
Lenders), any relative who would be an heir at law of any such
individual, or any corporation, trust or other entity controlled by
any such individual or relative or of which any such individual or
relative is a beneficiary.
"`EBITDAR' shall mean for any Accounting Period the net
income of Borrower for such Accounting Period determined in
accordance with GAAP PLUS the sum of (i) interest expense of
Borrower for such Accounting Period, (ii) all Fees and Expenses of
Borrower for such Accounting Period, but excluding the Amendment
Fees, (iii) depreciation, amortization, losses attributable to the
sale of assets and all other non-cash charges of Borrower during
such period (including but not limited to deferred compensation and
accrued obligations under incentive bonus plans and unit
appreciation rights) to the extent deducted in determining such net
income and (iv) Rentals expense of Borrower during such period
MINUS (i) gains and other sources of earnings not involving current
receipt of cash by Borrower, to the extent included in determining
such net income, (ii) gains and other sources of earnings
constituting Adjusted Cash Proceeds actually applied by Borrower to
the Obligations in accordance with Section 2.06(c)(i) during such
Accounting Period, to the extent included in determining such net
income, and (iii) the amount of any Litigation Settlement (as
defined in Section 2.06(c)(ii) actually applied by Borrower to the
Obligations in accordance with Section 2.06(c)(ii), during such
Accounting Period, to the extent included in determining such net
income, provided that for purposes of the calculation of EBITDAR,
Restructuring Fees that are capitalized shall not be included in
the determination of net income of Borrower.
"`Maturity Date' shall mean the earlier to occur of April 1,
1998, or the date of any Acceleration."
Section 2.2 Prepayments. Section 2.06 of the Original
Agreement is hereby amended to add the following clause (c) (iv):
"(iv) Each prepayment under this Section 2.06(c) shall be
made immediately upon the receipt of the applicable proceeds or
consideration, except as provided in the definition of Adjusted
Cash Proceeds."
Section 2.3. Negative Covenants. Section 7.15 of the
Original Agreement is hereby amended in its entirety to read as
follows:
"7.15. Employment Agreement; Compensation to Directors and
Shareholders. No Related Person shall enter into, consent to the
execution of, or permit to exist, any employment agreement with any
officer or employee of such Related Person who is also a director
or a shareholder of such Related Person or any other Related
Person, including without limitation any agreement providing a
minimum term of employment or payment upon severance or termination
of employment, PROVIDED, however, the foregoing shall not prohibit
payment or distribution of accrued benefits under qualified
retirement plans and other benefit plans available for all
employees plus accrued compensation for the period of employment.
No Related Person shall make any payment under the annual incentive
bonus plan or the unit appreciation rights plan or other incentive
bonus plan with or for the benefit of any executive officer of a
Related Person; PROVIDED, however, the Related Person may make such
payment upon completion of the refinancing and may accrue amounts
for such payment upon completion of the Refinancing; PROVIDED,
however, the foregoing shall not prohibit payment, in the form of
common units of the Borrower, but not in cash or property, under
the unit appreciation rights plan to the extent rights have been
issued thereunder prior to January 1, 1997."
The Original Agreement is hereby amended to add the following
Section 7.16:
"7.16 Agreements Resulting in Defaults. No Related Person
shall enter into or otherwise bind itself to any contract or
agreement which contemplates a transaction or action, or would
result in a transaction or action, which constitutes a Default or
Event of Default."
Section 2.4. Exhibits. Exhibit "L" to the Original Agreement
is hereby amended to read as Exhibit L attached hereto.
ARTICLE III.
Conditions of Effectiveness
Section 3.1. Effective Date. This Amendment shall become
effective as of the date first above written when, and only when
(i) Agent shall have received, at Agent's office, a counterpart of
this Amendment executed and delivered by Borrower and each Lender
and (ii) Borrower shall have paid to Agent, in cash, for the
benefit of Lenders, in consideration of Lenders agreeing to the
transactions contemplated herein, an amendment fee in the amount of
$89,965.
ARTICLE IV.
Representations and Warranties
Section 4.1. Representations and Warranties of Borrower. In
order to induce each Lender to enter into this Amendment, Borrower
represents and warrants to each Lender that:
(a) The representations and warranties contained in Article
V of the Original Agreement are true and correct at and as of the
time of the effectiveness hereof.
(b) Each Related Person ia duly authorized to execute and
deliver this Amendment, and Borrower is and will continue to be
duly authorized to borrow monies and to perform its obligations
under the Credit Agreement. Each Related Person has duly taken all
corporate and partnership action necessary to authorize the
execution and delivery of this Amendment and to authorize the
performance of the obligations of such Related Person hereunder and
thereunder.
(c) The execution and delivery by each Related Person of
this Amendment, the performance by each Related Person of its
obligations hereunder and thereunder 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
partnership agreement, articles of incorporation and bylaws of any
Related Person, or of any material agreement, judgment, license,
order or permit applicable to or binding upon any Related Person,
or result in the creation of any lien, charge or encumbrance upon
any assets or properties of any Related Person. 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 each
Related Person of this Amendment and the Renewal Notes or to
consummate the transactions contemplated hereby or thereby.
(d) When duly executed and delivered, each of this Amendment
will be a legal and binding obligation of each Related Person,
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 is hereby ratified and confirmed in all
respects. Any reference to the Credit Agreement in any Loan
Document shall he 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 Lenders under the Credit Agreement or any other Loan Document
nor constitute a waiver of any provision of the Credit Agreement,
the Notes or any other Loan Document nor constitute a waiver of any
Default or Event of Default.
Section 5.2. Survival of Agreements. All representations,
warranties, covenants and agreements of the Related Person 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 any Related
Person hereunder or under the Credit Agreement to any Lender shall
be deemed to constitute representations and warranties by, and/or
agreements and covenants of, Borrower 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 with 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. Collateral Documents. Each Related Person
hereby agrees to deliver to Agent within ten days from the date
hereof, such supplements, amendments and/or modifications of and to
the existing Collateral Documents as the Agent shall request, in
form and substance acceptable to the Agent, to reflect of record
the extension of the Maturity Date.
Section 5.6. 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.
THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF
THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS OF THE
PARTIES.
IN WITNESS WHEREOF, this Amendment is executed as of the
date first above written.
BORROWER:
PRIDE COMPANIES, L,P., a Delaware
limited partnership
By: PRIDE REFINING, INC, a Texas corporation,
Managing General Partner
By: Xxxx Xxxxxxxx
Chief Executive officer
GUARANTORS:
PRIDE REFINING, INC,
By: Xxxx Xxxxxxxx
Chief Executive officer
PRIDE SGP, INC.
By: Xxxx Xxxxxxxx
Chief Executive Officer
PRIDE MARKETING OF TEXAS (CEDAR
WIND), INC.
By: Xxxx Xxxxxxxx
President
DESULFUR PARTNERSHIP
By: Pride Marketing of Texas
(Cedar Wind), Inc.,
its General Partner
By: Xxxx Xxxxxxxx
President
PRIDE BORGER, INC,
By: Xxxxx Xxxxxx
President
AGENT:
NATIONSBANK XX XXXXX, X,X,
By: Xxx X. Xxxxxxx
Senior Vice President
LENDERS:
NATIONSBANK OF TEXAS, N.A.
By: Xxx X. Xxxxxxx
Senior Vice President
BANK ONE, TEXAS, N.A.
By: Xxxxxxx Xxxxxx
Vice President
CONSENT AND AGREEMENT
Each of Pride Refining, Pride SGP and Desulfur Partner 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: Xxxx Xxxxxxxx
Chief Executive Officer
PRIDE SGP, INC.
By: Xxxx Xxxxxxxx
President
DESULFUR PARTNERSHIP
By: Pride Marketing of Texas
(Cedar Wind), Inc.,
its general partner
By: Xxxx Xxxxxxxx
President
CONSENT AND AGREEMENT
Pride Marketing 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: Xxxx Xxxxxxxx
President
PRIDE BORGER, INC.
By: Xxxxx Xxxxxx
President
EXHIBIT "L"
1. Lease of Xxxxxx truck tractors in the ordinary course of
business from Parks Well Servicing Company consistent with the
disclosures in the Borrower's annual reports.
2. Fees paid to Pride Refining, Inc. for reimbursement of
expenses paid by Pride Refining, Inc. for the benefit of Borrower.
3. Fees paid to Pride SGP, Inc. for use of the Xxxxxx Comyn
Pipeline, in the ordinary course of business.
4. Aircraft rental between Borrower and certain officers
consistent with the disclosures in the Borrower's annual reports.
5. Transactions of Related Persons with Affiliates in
respect to services performed or goods provided in the ordinary and
customary course of business of such Related Person and in the
ordinary and customary course of business of such Affiliate on
terms no less favorable to the Related Person than would have been
attainable at the time in arm's length dealings with Persons who
are not Affiliates.
6. Other transactions of Related Persons with Affiliates for
fair value not to exceed $10,000 in respect of any particular
Affiliate.
AGREEMENT
This Agreement is entered into by the undersigned as of May
15, 1997. Reference is hereby made to that certain Note Agreement
dated as of August 13, 1996 (as from time to time amended, modified
or supplemented, the "Note Agreement") among Pride Companies, L.P.,
a Delaware limited partnership (the "Company"), Pride Refining,
Inc., a Texas corporation ("Managing General Partner"), Pride SGP,
Inc., a Texas corporation ("Special General Partner") and Bank One,
Texas, N.A. and NationsBank of Texas, N.A., as Purchasers
("Purchasers"). Capitalized terms used and not otherwise defined
herein have the meanings given them in the Note Agreement.
The Company has requested Purchasers to extend the maturity
date of the Series A Notes, the Series B Notes and the Series C
Notes, and Purchasers have agreed to do so, subject to the terms
and conditions contained herein.
For good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do
hereby agree as follows:
1. Amendments to Note Agreement. Each reference in
Paragraphs 1A, 1B and 1C of the Note Agreement to a maturity date
of "January 1, 1998" for the Series A Notes, the Series B Notes and
the Series C Notes is hereby amended to read "April 1, 1998."
2. Conditions to Effectiveness of Agreement. This Agreement
shall become effective as of the date first above written when and
only when Purchasers shall have received a counterpart of this
Agreement executed and delivered by all parties hereto.
3. Ratification of Documents; Securities Documents. The
Note Agreement as amended hereby is ratified and confirmed in all
respects. 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 any Purchaser under the
Note Agreement nor constitute a waiver of any provision of the Note
Agreement. This Agreement is a Securities Document, and all
provisions in the Note Agreement pertaining to Securities 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.
THIS AGREEMENT AND THE OTHER SECURITIES DOCUMENTS REPRESENT
THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS
OF THE PARTIES.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of May 15, 1997.
PRIDE COMPANIES, L.P.
By: Pride Refining, Inc., Managing
General Partner
By: Xxxx Xxxxxxxx
Chief Executive Officer
PRIDE REFINING, INC,
By: Xxxx Xxxxxxxx
Chief Executive officer
PRIDE SGP, INC.
By: Xxxx Xxxxxxxx
Chief Executive Officer
NATIONSBANK OF TEXAS, N.A.
By: Xxx X. Xxxxxxx
Senior Vice President
BANK ONE, TEXAS, N.A.
By: Xxxxxxx Xxxxxx
Vice President
CONSENT AND AGREEMENT
Each of Pride Refining, Pride SGP and Desulfur Partner 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, Agent (as such terms are defined in the
Credit Agreement), and Purchasers and agrees that its obligations
and covenants thereunder are unimpaired hereby and shall remain in
full force and effect.
PRIDE REFINING, INC.
By: Xxxx Xxxxxxxx
Chief Executive Officer
PRIDE SGP, INC.
By: Xxxx Xxxxxxxx
President
DESULFUR PARTNERSHIP
By: Pride Marketing of Texas
(Cedar Wind), Inc.,
its general partner
By: Xxxx Xxxxxxxx
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 Second Restated Guaranty Agreement dated
as of August 13, 1996, made by it for the benefit of Lenders,
Agent, and Purchasers 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: Xxxx Xxxxxxxx
President
PRIDE BORGER, INC.
By: Xxxx Xxxxxxx
Vice President
AGREEMENT
This Agreement is entered into by the undersigned as of
March 31, 1997. Reference is hereby made to that certain Note
Agreement dated as of August 13, 1996 (as from time to time
amended, modified or supplemented, the "Note Agreement") among
Pride Companies, L.P., a Delaware limited partnership (the
"Company"), Pride Refining, Inc., a Texas corporation ("Managing
General Partner"), Pride SGP, Inc., a Texas corporation ("Special
General Partner") and Bank One, Texas, N.A. and NationsBank of
Texas, N.A., as Purchasers ("Purchasers"). Capitalized terms used
and not otherwise defined herein have the meanings given them in
the Note Agreement.
The Company has requested Purchasers to extend the maturity
date of the Series A Notes, the Series B Notes and the Series C
Notes, and Purchasers have agreed to do so, subject to the terms
and conditions contained herein.
For good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do
hereby agree as follows:
1. Amendments to Note Agreement. Each reference in
Paragraphs 1A, 1B and 1C of the Note Agreement to a maturity date
of "November 30, 1997" for the Series A Notes, the Series B Notes
and the Series C Notes is hereby amended to read "January 1, 1998."
2. Conditions to Effectiveness of Agreement. This Agreement
shall become effective as of the date first above written when and
only when Purchasers shall have received a counterpart of this
Agreement executed and delivered by all parties hereto.
3. Ratification of Documents; Securities Documents. The
Note Agreement as amended hereby is ratified and confirmed in all
respects. 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 any Purchaser under the
Note Agreement nor constitute a waiver of any provision of the Note
Agreement. This Agreement is a Securities Document, and all
provisions in the Note Agreement pertaining to Securities 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.
THIS AGREEMENT AND THE OTHER SECURITIES DOCUMENTS REPRESENT
THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS
OF THE PARTIES.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of March 31, 1997.
PRIDE COMPANIES, L.P.
By: Pride Refining, Inc., Managing
General Partner
By: Xxxx Xxxxxxxx
Chief Executive Officer
PRIDE REFINING, INC,
By: Xxxx Xxxxxxxx
Chief Executive officer
PRIDE SGP, INC.
By: Xxxx Xxxxxxxx
Chief Executive Officer
NATIONSBANK OF TEXAS, N.A.
By: Xxx X. Xxxxxxx
Senior Vice President
BANK ONE, TEXAS, N.A.
By: Xxxxxxx Xxxxxx
Vice President
CONSENT AND AGREEMENT
Each of Pride Refining, Pride SGP and Desulfur Partner 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, Agent (as such terms are defined in the
Credit Agreement), and Purchasers and agrees that its obligations
and covenants thereunder are unimpaired hereby and shall remain in
full force and effect.
PRIDE REFINING, INC.
By: Xxxx Xxxxxxxx
Chief Executive Officer
PRIDE SGP, INC.
By: Xxxx Xxxxxxxx
President
DESULFUR PARTNERSHIP
By: Pride Marketing of Texas
(Cedar Wind), Inc.,
its general partner
By: Xxxx Xxxxxxxx
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 Second Restated Guaranty Agreement dated
as of August 13, 1996, made by it for the benefit of Lenders,
Agent, and Purchasers 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: Xxxx Xxxxxxxx
President
PRIDE BORGER, INC.
By: Xxxx Xxxxxxx
Vice President
