ASSIGNMENT OF PURCHASE AGREEMENT
THIS ASSIGNMENT OF PURCHASE AGREEMENT (this "Assignment") is made as of
March 22, 1999 by and between FLYING J REAL ESTATE ENTERPRISES INC., a Utah
corporation ("Assignor"), and FJI PLAZA COMPANY LLC, a Delaware limited
liability company ("Assignee").
PRELIMINARY STATEMENT
FFCA/PIP 1986 Property Company, a Delaware general partnership
("Seller"), and Assignor entered into that certain Purchase Agreement dated as
of September 4, 1998, as amended by that certain First Amendment of Purchase
Agreement between Seller and Assignor dated as of the date of this Assignment
(collectively, the "Agreement"). Initially capitalized terms not otherwise
defined herein shall have the meanings set forth in the Agreement.
Assignor desires to assign, and Assignee desires to assume, all of
Assignor's right, title and interest under the Agreement.
AGREEMENT
In consideration of the provisions of this Assignment, the parties
agree as follows:
1. ASSIGNMENT. Assignor hereby assigns all of its right, title and
interest in and to the Agreement to Assignee, and Assignee hereby assumes all of
Assignor's rights, title and interest in and to the Agreement. Assignee agrees
to be bound by all of the terms and conditions of the Agreement applicable to
Assignor, including, without limitation, indemnity and release obligations.
Notwithstanding the foregoing assignment, Assignor shall not be released from
any of its liabilities and obligations under the Agreement.
2. RATIFICATION. Except as otherwise amended by this Assignment, the
Agreement is unmodified and in full force and effect.
IN WITNESS WHEREOF, Assignor and Assignee have entered into this
Assignment as of the date first above written.
ASSIGNOR:
FLYING J REAL ESTATE ENTERPRISES
INC., a Utah corporation
By /s/ J Xxxxxxx Xxxxx
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J Xxxxxxx Xxxxx
President
ASSIGNEE:
FJI PLAZA COMPANY LLC,
a Delaware limited liability company
By: FJI Management Inc., a Delaware corporation,
its managing member
By /s/ J Xxxxxxx Xxxxx
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J Xxxxxxx Xxxxx
President
2
JOINDER
Seller is joining in the execution of this Agreement solely for the
purpose of consenting to the assignment of the Agreement by Assignor to Assignee
pursuant to the terms and conditions of this Assignment.
FFCA/PIP 1986 PROPERTY COMPANY, a
Delaware general partnership
By Participating Income Properties 1986, L.P.,
a Delaware limited partnership, general
partner
By FFCA Management Company Limited
Partnership, a Delaware limited partnership,
general partner
By Perimeter Center Management Company,
a Delaware corporation, general partner
By /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Executive Vice President and
General Counsel
STATE OF ARIZONA }
}ss.
COUNTY OF MARICOPA }
The foregoing instrument was acknowledged before me on March 22, 1999
by J Xxxxxxx Xxxxx, President of Flying J Real Estate Enterprises Inc., a Utah
corporation, on behalf of the corporation.
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Notary Public
My Commission Expires:
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STATE OF ARIZONA }
}ss.
COUNTY OF MARICOPA }
The foregoing instrument was acknowledged before me on March 22, 1999
by J Xxxxxxx Xxxxx, President of FJI Management Inc., a Delaware corporation,
managing member of FJI Plaza Company LLC, a Delaware limited liability company,
on behalf of the limited liability company.
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Notary Public
My Commission Expires:
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STATE OF ARIZONA }
}ss.
COUNTY OF MARICOPA }
The foregoing instrument was acknowledged before me on March 22, 1999
by Xxxxxx X. Xxxxx, Executive Vice President and General Counsel of Perimeter
Center Management Company, a Delaware corporation, the managing general partner
of FFCA Management Company Limited Partnership, a Delaware limited partnership,
general partner of Participating Income Properties 1986, L.P., a Delaware
limited partnership, general partner of FFCA/PIP 1986 Property Company, a
Delaware general partnership, on behalf of such partnership.
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Notary Public
My Commission Expires:
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