EXHIBIT 10.30
THIRD AMENDMENT TO
PURCHASE AGREEMENT
THIS THIRD AMENDMENT TO PURCHASE AGREEMENT (the "Amendment"), is made
this 9th day of March, 2001 by and between Xxxxx Xxxxxxx, as Trustee of
The Acridge Family Trust ("Seller"), and Giant Industries, Inc., an Delaware
corporation ("Buyer").
RECITALS
A. Buyer and Seller entered into that certain Purchase Agreement
dated January 26, 2001 (the "Purchase Agreement"), as amended by that certain
First Amendment to Purchase Agreement dated February 12, 2001 (the "First
Amendment") and that certain Second Amendment to Purchase Agreement dated
March 1, 2001 (the "Second Amendment" and collectively with the Purchase
Agreement and the First Amendment, the "Agreement") with respect to that
certain real property described therein (the "Property").
B. Buyer and Seller now wish to further amend the Agreement as
hereinafter provided.
NOW, THEREFORE, for good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Deposit.
(a) The Deposit is increased from $1,290,000 to $1,740,000.
Seller acknowledges the receipt of the initial $1,290,000 of the Deposit.
Immediately following the execution of this Amendment, Buyer shall pay the
remaining $450,000 (the "$450,000 Deposit") of the Deposit to Seller, by wire
transfer of immediately available funds or other means acceptable to Seller,
direct and outside of Escrow. The cash payable at the Closing shall be
reduced by the increase in the Deposit.
(b) Seller's obligation to repay the $450,000 Deposit paid by
Buyer shall be secured by the collateral described in the Pledge and Security
Agreement, dated as of March 10, 2000, by and among Xxxxx X. Xxxxxxx and
Pinnacle Rodeo, L.L.C., an Arizona limited liability company, as pledgor, and
Buyer, as pledgee. Notwithstanding the provisions of this Section, the Deed
of Trust with respect to the Property as described in Section 2.3(a) of the
Agreement shall remain in full force and effect and shall continue to secure
the obligation of Seller to repay the entire Deposit, including the $450,000
Deposit.
(c) In the event the transactions contemplated under the
Agreement are consummated and the Deposit, along with the indebtedness
secured by the first deed of trust covering the Property, exceeds the Sales
Price (the "Surplus Payment"), such Surplus Payment shall be immediately
repaid to Buyer.
2. Loan Payment. Section 2.3(b) of the Agreement is amended in its
entirety to read as follows:
"(b) Loan Payment. At the Closing, Buyer shall apply all
amounts necessary to repay all accrued interest that shall become due and
payable as of the Closing (the "Loan Payment") under that certain Amended and
Restated Loan Agreement, dated March 20, 2000, between Acridge and Buyer, as
amended (the "Loan Agreement"). Seller hereby directs Buyer to apply the
Loan Payment to the amounts payable by Acridge as set forth in the preceding
sentence."
3. Option. The fifth sentence of Section 3 of the First Amendment
is amended in its entirety to read as follows:
"If Seller exercises the Option, an escrow shall be established
with Escrow Agent."
4. Legal Counsel and Advisors. Seller acknowledges that it has
been given an opportunity to consult with legal counsel and other advisors
prior to the execution of the Agreement and this Amendment.
5. Definitions. Except as otherwise provided herein, the defined
terms shall have the meanings set forth in the Agreement.
6. Full Force and Effect. Except as amended hereby the Agreement
shall remain in full force and effect.
7. Counterparts. This Amendment may be executed via facsimile in
any number of counterparts, each of which shall be an original, but all which
shall constitute one and the same Amendment.
IN WITNESS WHEREOF this Amendment has been executed as of the date
first written above.
SELLER:
/s/ XXXXX X. XXXXXXX
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XXXXX XXXXXXX, AS TRUSTEE OF THE
ACRIDGE FAMILY TRUST
BUYER:
GIANT INDUSTRIES, INC.
By /s/ XXXX X. XXX
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Its VP TREASURER
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