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85-= 001024
<br />Intercreditor Agreement, the Security Agreement and any Deed of
<br />Trust to which Pester Refining is a party are to be guaranteed
<br />by Pester Marketing, Pester Corp., Pester Wholesale, Petroleum
<br />Special and P P Co. pursuant to the terms of a Guaranty Agreement
<br />dated as of AP_raY 1 , 19W (the "Guaranty ").
<br />C. Beneficiary and the Debtors have entered into an
<br />Amended and Restated Letter Agreem t- Pester Crude 011 Sales
<br />Agreement dated as of 14y / , 1982(the "Restated Crude Oil Sales
<br />Agreement ") which restat and amends the Crude Oil Sales Agreement
<br />and provides for the sale of crude oil by SURCO to Pester Refining
<br />after May 31, 1984 pursuant to the terms and provisions thereof.
<br />D. The Grantor and Beneficiary now desire to amend the
<br />Deed of Trust for the purposes set forth herein.
<br />E. All requirements of law have been fully complied
<br />with and all other acts and things necessary to make this First
<br />Amendment a valid, binding and legal instrument according to its
<br />terms for the purposes herein expressed have been done and performed.
<br />NOW, THEREFORE, the Grantor in consideration of the
<br />premises and the sales by Beneficiary of crude oil and crude oil
<br />products and blends to Pester Refining as set forth in the Deed of
<br />Trust, pursuant to the Restated Crude Oil Sales Agreement or other-
<br />wise up to the value of TWENTY FIVE MILLION DOLLARS ($25,000,000)
<br />as evidenced by the SURCO Note or otherwise and as guaranted by
<br />Grantor pursuant to the Guaranty and in consideration of all
<br />future sales of crude oil and oil products and blends under said
<br />Agreements and all other future obligations of any Pester Affiliate
<br />to Beneficiary pursuant to the Guaranty, or otherwise, whether
<br />absolute or contingent, Grantor does by these presents confirm
<br />the lien granted the Beneficiary by the Deed of Trust, and as part
<br />of such confirmation does hereby sell, warrant, pledge, assign,
<br />bargain, hypothecate, grant, transfer, set over, convey and
<br />mortgage unto Beneficiary and its successors and assigns the property
<br />legally described in EXHIBIT A attached hereto and by this reference
<br />made a part hereof, together with all buildings, improvements
<br />and appurtenances thereon or in any way pertaining thereto,
<br />including, without limitation, and so far as they now are or may
<br />hereafter belong to or be used with said real estate or buildings
<br />thereon and whether attached or detached, all elevators, all
<br />gas, steam, electric or other heating, air conditioning, lighting,
<br />plumbing, ventilating, sprinkling, irrigating, water and power
<br />systems, appliances, fixtures, storm and screen windows and
<br />doors, gasoline dispensing pumps, storage tanks located above or
<br />under ground, and all other fixtures (as to any such personal
<br />property, or fixtures, or both, a Security Interest is hereby
<br />granted by Grantor, as provided by the Uniform Commercial Code
<br />of the state in which the real estate described in Exhibit A is
<br />located), and the rents, issues and profits thereof, and the
<br />reversion or reversions, remainder or remainders, in and to said
<br />land, and together with the entire interest of the Grantor in
<br />and to all and singular the tenements, hereditaments, easements,
<br />rights -of -way, rights, privileges and appurtenances to said
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