EXHIBIT 3
SECOND MODIFICATION AGREEMENT
THIS MODIFICATION AGREEMENT (this "Agreement") is made as of the
___ day of August, 1999, by and between XXXXX X. XXXXXXX, a resident of
Arizona ("Acridge"), and XXXXX X. XXXXX, a resident of North Carolina
("Xxxxx").
Recitals:
Reference is made to the Stock Option Agreement dated June 21,
1999, between Acridge and Xxxxx (the "Stock Option Agreement").
Acridge and Xxxxx desire to amend the Stock Option Agreement to
revise the exercise date and termination date of the Option Granted
thereunder, upon the terms and conditions hereinafter set forth.
NOW THEREFORE, in consideration of the foregoing recitals, the
mutual covenants hereinafter contained and other good and valuable
consideration, the parties hereto agree as follows:
1. Section 1 of the Stock Option Agreement. Section 1 of the
Option Agreement shall be amended by deleting such Section in its
entirety and substituting therefor the following:
"1. Grant of Option. Subject to the terms and conditions set
forth herein, Acridge hereby grants to Xxxxx the option to purchase
from Acridge, as herein more specifically stated (the "Option"), at a
price of $10 5/8 per share, determined on the basis of the closing
price of the common stock of Giant Industries on the New York Stock
Exchange on June 18, 1999 (the "Option Price"), all, but not less than
all, of the Pledged Stock, as identified on Exhibit A hereto, subject
to adjustment as provided herein. Such Option may be exercised at any
time after the earliest of (i) November 22, 1999; (ii) the execution by
Giant Industries of a letter of intent, agreement or other document
with respect to a transaction or series of transactions relating to a
corporate reorganization or other fundamental event that would lead to
the delisting of the capital stock of Giant on the New York Stock
Exchange; or (iii) the occurrence of an "Event of Default" as that term
is defined in the Stock Pledge Agreement. This Option shall expire on
November 22, 2000, except as provided in Section 2 hereof, or as
otherwise agreed in writing by the parties hereto. Until the Option
expires or is exercised, Acridge agrees that he shall not sell, assign,
transfer, make a gift of, donate, pledge or otherwise encumber or
dispose of any of the shares of the Pledged Stock, other than pursuant
to the Stock Pledged Agreement."
Acridge hereby confirms, ratifies and reaffirms the option to
purchase the Pledged Stock (as defined in the Stock Option Agreement)
granted by Acridge to Xxxxx pursuant to the terms of the Stock Option
Agreement.
2. Effect of Amendment; No Waiver. Each of Acridge and Xxxxx
acknowledge and agree that, except as modified hereby, all of the terms
and provisions of the Stock Option Agreement shall remain in full force
and effect. Xxxxx'x acceptance of this Agreement shall in no way affect
any other obligations of Acridge to Xxxxx.
3. Merger. This Agreement is the sole agreement between the
parties with respect to the subject matter hereof and supersedes all
other agreements, written or oral, between the parties as to the
subject matter hereof.
4. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of North Carolina.
IN WITNESS WHEREOF, the parties have caused this Modification
Agreement to be duly executed, under seal, as of the day and year first
above written.
/s/ XXXXX X. XXXXXXX (SEAL)
__________________________
Xxxxx X. Xxxxxxx
/s/ XXXXX X. XXXXX (SEAL)
__________________________
Xxxxx X. Xxxxx
