EXHIBIT 10.26
SECOND AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT
This Second Amendment to the Real Estate Purchase Agreement,
dated the 21st day of April, 1998 shall serve as an Addendum to
the Original Real Estate Purchase Agreement dated the 5th day
of October, 1997, as modified by the first Amendment to Real Estate
Purchase Agreement dated the 16th day of October, 1997, between
Pinnacle Sonoran Desert Properties, L.L.C. ("Seller") and Giant
Industries Arizona, Inc. ("Purchaser"), covering the following
described property:
A portion of that certain parcel of real estate known as
Assessors Parcel #211-40-006E and a portion of ####-##-####;
located on the Northwest corner of Xxxxx & Dynamite Boulevards,
Phoenix, Arizona.
The Seller and Purchase hereby agree to the following:
1. Right of First Refusal - See Exhibit B
2. Landscape and Signage Easement - See Exhibit C
3. Cross access easement/agreement - See Exhibit C
4. Closing date extension date to April 30, 1998.
The undersigned hereby agree to the above amendments and
acknowledge that this amendment is to be made part of the original
Real Estate Purchase Agreement as noted above.
SELLER - PINNACLE SONORAN DESERT PROPERTIES, L.L.C.
By: /s/ Xxxxxx Xxxxxxx 4-20-98
-------------------- -------
Date
PURCHASER - GIANT INDUSTRIES ARIZONA, INC.
By: /s/ Xxxx X. Xxxxxx 4-21-98
-------------------- -------
Xxxx X. Xxxxxx, Director, Date
Retail Development
EXHIBIT B
RIGHT OF REPURCHASE
THIS RIGHT OF REPURCHASE ("Agreement") is entered into as of the
_____ day of April, 1998, by and between Giant Industries Arizona, Inc., an
Arizona corporation ("Giant"), and Pinnacle Sonoran Desert Properties,
L.L.C., an Arizona limited liability company ("Pinnacle").
RECITALS
A. Concurrently with the recordation of this Agreement,
Giant acquired certain real property from Pinnacle, located in Maricopa
County, Arizona and more particularly described on Exhibit "A" attached
hereto and incorporated herein by this reference ("Property"), which
is adjacent to real property owned by Pinnacle.
B. As a condition to Pinnacle's willingness to convey the
Property to Giant, Pinnacle desires a right to repurchase the Property
under certain circumstances, and Giant is willing to grant the right
to repurchase upon and subject to the terms and conditions set forth
in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties, intending to be legally bound, agree as follows:
1. Grant of Right to Repurchase. During the Repurchase Period
(as hereinafter defined), Giant hereby grants to Pinnacle a right to
repurchase the Property ("Right to Repurchase") upon the terms and subject
to the conditions of this Agreement, if any of the following events occur:
(i) Giant enters into a binding agreement to sell the Property to an
unrelated third party purchaser; (ii) Giant enters into a binding agreement
to sell all or substantially all of the assets of Giant (including the
Property) and Xxxxx X. Xxxxxxx and/or his heirs and legatees (collectively,
"Acridge") will not own, directly or indirectly, more than fifteen
percent (15%) of the beneficial interest of the successor owner of the
Property; (iii) the merger or consolidation of Giant with and into another
entity where Giant is not the surviving entity and Xxxxx X. Xxxxxxx will
not be employed as an executive officer (or similar capacity) of the new
entity; or (iii) Acridge's beneficial ownership interest in Giant is less
than fifteen percent (15%) and Xxxxx X. Xxxxxxx will not be
employed as an executive officer of Giant. Upon execution of this
Agreement, Giant and Pinnacle shall execute and record a Memorandum of
the Right to Repurchase substantially in the form attached hereto as
Exhibit "B" and incorporated herein by this reference.
2. Repurchase Notice. If at any time during the Repurchase
Period, any of the events in Section 1 occur, Giant shall immediately
provide written notice to Pinnacle of the occurrence of such event,
together with a statement describing the general terms and conditions of
such event ("Repurchase Notice").
3. Term of Right to Repurchase. If not earlier terminated, the
Right of Repurchase shall terminate on May 1, 2028 ("Outside Date").
The period from the date of execution of this Agreement until the
Outside Date is referred to herein as the "Repurchase Period".
4. Exercise of Right to Repurchase. Pinnacle shall have 15
days from the date of a Repurchase Notice to deliver written notice to
Giant electing to purchase the Property ("Election Notice") along with an
xxxxxxx money deposit of $10,000.00. If Pinnacle does not deliver the
Election Notice and the xxxxxxx money deposit within the 15 day period,
the Right to Repurchase shall immediately terminate in accordance with
Section 5. If Pinnacle delivers the Election Notice and the xxxxxxx
money deposit within the 15 day period, Giant shall sell the
Property to Pinnacle on the following terms and conditions:
4.1 Purchase Price. The purchase price
for the Property shall be at the then real estate appraised value by
a mutually agreed upon appraisal and shall be paid by Pinnacle at
closing by cash, certified check, wire transfer or other readily
available funds. In addition, Pinnacle shall assume any indebtedness
encumbering the Property.
4.2 Assumption of Obligations.
Pinnacle shall assume and agree to be bound by any and all obligations of
Giant applicable to the Property, including, without limitation, tenant
leases, service contracts and construction contracts.
4.3 Closing. The closing of the repurchase shall occur
on or before 90 days after the date of the Election Notice.
4.4 Conveyance. At the closing, Giant shall convey the
Property to Pinnacle by Special Warranty Deed , subject to all matters of
record as of the date of closing
4.5 Costs. Pinnacle shall pay all escrow and closing
costs. Real property taxes relating to the Property for the current tax
year shall be prorated between Giant and Pinnacle as of the closing date,
based on the latest available estimates of the amount of such taxes.
4.6 No Other Assets. The Right to Repurchase shall
include only the Property, the buildings constructed on the Property, and
any fixtures attached to buildings on the Property. The Right to Repurchase
shall not apply to, and Giant shall have no obligation to sell or otherwise
transfer to Pinnacle, any other property or assets of Giant including, but
not limited to, any personal property located on or used in connection with
the Property or any agreements or permits relating to the Property.
5. Termination of Right to Repurchase. The Right to
Repurchase shall terminate and be of no further force and effect upon the
earliest of the following to occur: (i) failure by Pinnacle to deliver an
Election Notice and the xxxxxxx money deposit within the 15 day period
specified above; (ii) delivery of an Election Notice and the xxxxxxx money
deposit within the 15 day period specified in Section 3 above, but,
thereafter, a failure by Pinnacle to close the purchase of the Property as
provided above; (iii) expiration of the Repurchase Period; (iv) an attempt
by Pinnacle to improperly assign this Agreement. Upon termination of the
Right to Repurchase, Giant and Pinnacle shall execute and record a
Termination of Right to Repurchase, substantially in the form of Exhibit
"C" attached hereto and incorporated herein by this reference.
6. Subordinate. Pinnacle's Right to Repurchase is
subordinate to any acquisition or construction financing obtained by
Giant in connection with the Property and any easements, dedications,
covenants, conditions, restrictions or other encumbrances subsequently
recorded in the real estate records of the county where the Property
is located. This subordination provision is intended to be self-
executing and effective without further agreement or documentation from
Pinnacle; provided, however, Pinnacle shall execute any document
reasonably requested by Giant or any lender of Giant or encumbrancer
of the Property to confirm or establish this subordination.
7. Assignment. Pinnacle may not assign its interest in this
Agreement, without the prior written consent of Giant, which may be granted
or withheld in Giant's sole and absolute discretion.
8. Notices. All notices, requests and other communications
hereunder shall be in writing and shall be given by personal delivery;
overnight courier; or deposit in the United States mail, first class,
registered or certified, return receipt requested, postage prepaid,
correctly addressed to the intended recipient as follows:
If to Giant: Giant Industries, Inc.
00000 Xxxxx Xxxxxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxxx X. Xxxxxx, Esq.
With a copy to: Xxxxxxxxx Xxxxx
0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000-0000
Attention: Xxx X. Xxxxxx, Esq.
If to Pinnacle: Pinnacle Sonoran Properties
00000 X. Xxxxxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxx Xxxxxxx
All notices shall be deemed given upon the earliest of (i) if hand-
delivered, upon actual receipt against signed acknowledgment of receipt
or affidavit of delivery; (ii) if mailed as provided above, on the
fourth (4th) day after the day of mailing; (iii) if sent by overnight
courier, on the next business day after the date of deposit with the
courier. Any party may change its address for the receipt of notices
at any time by giving written notice thereof to the other parties in
accordance with the terms of this Section.
9. Entire Agreement. This Agreement contains the complete
understanding and agreement of the parties hereto with respect to all
matters referred to herein, and all prior representations, negotiations and
understandings are superseded by this Agreement. Neither party shall be
liable or bound to the other in any manner by any agreement, warranty,
representation or guarantee, except as specifically set forth herein or in
any instrument executed pursuant hereto.
10. Attorneys' Fees. In the event either party shall employ
legal counsel or bring an action at law or other proceedings against the
other party to enforce any of the terms, covenants or conditions hereof,
the non-prevailing party shall pay the prevailing party's reasonable
attorneys' fees and court costs, as determined by the judge or arbitrator
sitting without a jury.
11. Severability. If any paragraph, section, sentence,
clause or phrase of this Agreement is or becomes illegal, null or void
for any reason or is held by any court of competent jurisdiction to be
illegal, null or void, the remaining paragraphs, sections, sentences,
clauses or phrases of this Agreement shall continue in full force and
effect and shall not be affected thereby.
12. Time of Essence. Time is of the essence of this Agreement
and each and every provision hereof.
13. Binding Effect. This Agreement and all of the terms and
provisions hereof shall inure to the benefit of and be binding upon the
heirs, administrators, personal representatives, successors and permitted
assigns of the parties hereto.
14. Time for Performance. If the date provided herein within
which any requirement must be met falls on a Saturday or Sunday or on any
legal holiday, then the date for compliance shall be extended to the next
day when none of the above is applicable.
15. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Arizona, without
reference to its conflicts of law principles.
16. Non-Waiver. No delay or failure by either party to
exercise any right under this Agreement and no partial or single
exercise of that right shall constitute a waiver of that or any other
right, unless otherwise expressly provided herein.
17. Headings. Headings in this Agreement are for
convenience only and shall not be used to interpret or construe its
provisions.
18. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, with
the same force and effect as if all signatures were appended to one
instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date set forth above.
"GIANT"
GIANT INDUSTRIES OF
ARIZONA, INC., an
Arizona corporation
By: /s/ Xxxx X. Xxxxxx
--------------------------------
Name: Xxxx X. Xxxxxx
Title: Director of Retail Development
"PINNACLE"
PINNACLE SONORAN DESERT
PROPERTIES, L.L.C., an
Arizona limited
liability company
By: /s/ Xxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxx Xxxxxxx
Title: General Manager
EXHIBIT "A"
Description of Giant Property
Legal Description for Xxxxx Ranch - Parcel 46
Gas Station Site
That part of the Southeast Quarter of Section 30, Township 5
North, Range 4 East, of the Gila and Salt River Meridian,
Maricopa County, Arizona.
EXHIBIT "B"
Memorandum of Option
EXHIBIT "C"
Termination of Right to Repurchase
EXHIBIT C
WHEN RECORDED, RETURN TO:
Xxx X. Xxxxxx
Xxxxxxxxx Xxxxx
0000 Xxxxx Xxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000-0000.
EASEMENT AGREEMENT
THIS EASEMENT AGREEMENT ("Agreement") is made as of the 20
day of March, 1998, by and between Giant Industries Arizona, Inc., an
Arizona corporation ("Giant"), and Pinnacle Sonoran Desert Properties,
L.L.C., an Arizona limited liability company ("Pinnacle").
RECITALS
A. Pinnacle owns certain real property located in Maricopa
County, Arizona and more particularly described on Exhibit "A" attached
hereto and incorporated herein by this reference ("Pinnacle Property").
Concurrently with the recordation of this Agreement, Giant acquired
certain real property from Pinnacle, located in Maricopa County,
Arizona and more particularly described on Exhibit "B" attached hereto
and incorporated herein by this reference ("Giant Property"). The
Pinnacle Property and the Giant Property are adjacent.
B. For the benefit of the Giant Property, Giant desires an
easement for ingress, egress and access on, over and across the
portions of the Pinnacle Property depicted on Exhibit "C" attached
hereto and incorporated herein by this reference ("Giant Easement
Area"). Pinnacle is willing to grant the desired easement on, over, and
across the Giant Easement Area, subject to the terms and conditions of
this Agreement.
C. Pinnacle desires the following easements: (i) an
easement for ingress, egress and access on, over and across portions
of the Giant Property depicted on Exhibit "D" attached hereto and
incorporated herein by this reference ("Pinnacle Access Easement
Area"); (ii) a landscaping easement on, over and under portions of the
Giant Property depicted on Exhibit "E" attached hereto and incorporated
herein by this reference ("Pinnacle Landscape Easement Area"); and
(iii) a signage easement on and over the portion of the Giant Property
depicted on Exhibit "F" attached hereto and incorporated herein by this
reference ("Pinnacle Signage Easement Area"), all subject to the terms
and conditions of this Agreement. The Pinnacle Access Easement Area,
the Pinnacle Landscape Easement Area, and the Pinnacle Signage Easement
Area are sometimes collectively referred to in this Agreement as the
"Pinnacle Easement Areas". Giant is willing to grant the desired
easements on, over and across the Pinnacle Easement Areas, subject to
the terms and conditions of this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Giant and Pinnacle, intending to be legally bound, hereby
agree as follows:
1. Giant Access Easement. Subject to the terms and
conditions of this Agreement, Pinnacle hereby grants, bargains, and
conveys to Giant, for the benefit of the Giant Property, a perpetual,
non-exclusive easement permitting Giant, its employees, agents,
contractors, guests and invitees pedestrian and vehicular ingress,
egress, and access on, over, and across the Giant Easement Area ("Giant
Easement"). Pinnacle shall maintain the Giant Easement Area in
accordance with Section 5.
2. Pinnacle Access Easement. Subject to the terms and
conditions of this Agreement, Giant hereby grants, bargains, and
conveys to Pinnacle, for the benefit of the Pinnacle Property, a
perpetual, non-exclusive easement permitting Pinnacle, its employees,
agents, contractors, guests and invitees pedestrian and vehicular
ingress, egress and access on, over and across the Pinnacle Access
Easement Area ("Pinnacle Access Easement"). Giant, at its sole cost and
expense, shall maintain the Pinnacle Access Easement Area in accordance
with Section 5.
3. Landscape Easement. Subject to the terms and conditions
of this Agreement, Giant hereby grants, bargains, and conveys to
Pinnacle, a perpetual, non-exclusive easement permitting Pinnacle, its
employees, contractors, and agents, to plant, install, maintain, or
replace landscaping on, over, across, and under the Pinnacle Landscape
Easement Area ("Pinnacle Landscape Easement"). Pinnacle, at its sole
cost and expense, shall maintain the Pinnacle Landscape Easement Area
in accordance with Section 5.
4. Signage Easement. Subject to the terms and conditions
of this Agreement, Giant hereby grants, bargains, and conveys to
Pinnacle, a perpetual, non-exclusive easement permitting Pinnacle, its
employees, contractors, and agents, to maintain, replace, repair,
reconstruct or reconfigure a monument size and design subject to
Giant's approval that will not be unreasonably withheld, sign identifying
the project (and not individual tenants or property owners), on the
Pinnacle Signage Easement Area ("Pinnacle Signage Easement"). Pinnacle
may not erect or maintain any sign advertising the sale of portions of
the Pinnacle Property or any other sign of a temporary nature on the
Pinnacle Signage Area. Pinnacle, at its sole cost and expense, shall
maintain the Pinnacle Signage Easement Area in accordance with Section 5.
5. Condition of Easements.
5.1 Standard of Maintenance. The Giant Easement Area
and the Pinnacle Easement Areas shall be maintained in a clean and
attractive manner, free of litter and debris, in substantial
conformance with other first class commercial developments in Maricopa
County, Arizona. Maintenance of the Giant Easement Area and the
Pinnacle Access Easement Area shall include keeping paved or otherwise
artificially surfaced areas in good repair, striped as necessary, and
reasonably free of potholes. Maintenance of the Pinnacle Landscape
Easement Area shall include installing, planting, weeding, pruning,
fertilizing, replacing shrubs and other landscaping as necessary, and
repairing automatic sprinkler systems as necessary. Maintenance of the
Pinnacle Signage Easement Area shall include installing, cleaning,
maintaining, repairing and replacing signage located within the
Pinnacle Signage Easement Area.
5.2 Pinnacle's Right to Maintain. If Giant fails to
maintain the Pinnacle Access Easement Area in accordance with Section
5.1, Pinnacle may provide Giant with written notice of this failure.
If, after 10 days written notice from Pinnacle to Giant, Giant fails
to maintain or repair any portion of the Pinnacle Access Easement Area
and/or fails to diligently prosecute such work to completion, Pinnacle
shall have the right, but not the obligation, to maintain and repair
the Pinnacle Access Easement Area. Pinnacle may then submit a statement
for, and reasonable documentation of, such expenses to Giant,
requesting reimbursement for any expenses incurred in performing the
maintenance or repair. Giant hereby authorizes Pinnacle and its agents,
employees and contractors to enter upon the Pinnacle Access Easement
Area to maintain and to make repairs pursuant to this Subsection 5.2.
5.3 Giant's Right to Maintain. If Pinnacle fails to
maintain the Giant Easement Area, the Pinnacle Landscape Easement Area
or the Pinnacle Signage Easement Area in accordance with Section 5.1,
Giant may provide Pinnacle with written notice of this failure. If,
after 10 days written notice from Giant to Pinnacle, Pinnacle fails to
maintain or repair any portion of these areas and/or fails to
diligently prosecute such work to completion, Giant shall have the
right, but not the obligation, to make the necessary maintenance or
repair. Giant may then submit a statement for, and reasonable
documentation of, such expenses to Pinnacle, requesting reimbursement
for any expenses incurred in performing the maintenance or repair.
Pinnacle hereby authorize and enter upon the Pinnacle Property to
maintain and to make repairs pursuant to this Subsection 5.3.
5.4 No Obstruction. Pinnacle covenants that it shall
not cause or permit the Giant Easement Area to be obstructed so as to
interfere with Giant's use. Giant covenants that it shall not cause or
permit the Pinnacle Access Easement Area to be obstructed so as to
interfere with Pinnacle's use. Without limiting the foregoing, Pinnacle
and Giant agree that no fence, wall, or other barrier that would
prevent, impair or obstruct passage of pedestrian or vehicular traffic
shall be erected on the Giant Easement Area or the Pinnacle Access
Easement Area.
6. Covenants Running with the Land. The Giant Easement and
the Pinnacle Access Easement shall be easements, restrictions, and
covenants running with the land and shall inure to the benefit of, and
be binding upon, the parties hereto and their respective heirs,
successors and assigns. The Pinnacle Landscape Easement and the
Pinnacle Signage Easement are personal to Pinnacle and shall not be
covenants running with the land, but may be assigned as follows: (i)
to a non-profit owners' association formed to manage and operate the
project, without the consent of Giant; or (ii) to another entity or
person.
7. Indemnification and Insurance.
7.1 Indemnification. Each party to this Agreement
shall indemnify, defend and hold the other party harmless, for, from,
and against any and all claims, demands, causes of action, losses,
damages, liabilities, obligations, costs, and expenses (including, but
not limited to, reasonable attorneys' fees, mechanics' and
materialmen's liens, and disbursements), arising out of any personal
injury or property damage alleged to have been caused by the other
party or the other party's agents, licensees, invitees, contractors or
employees and in any way related to this Agreement. The indemnity
obligations set forth in this Subsection 7.1 shall survive the
termination of the right to use the Giant Easement Area and/or the
Pinnacle Easement Areas pursuant to this Agreement.
7.2 Insurance. Each party to this Agreement shall
maintain a policy of commercial general liability insurance, with a
contractual liability endorsement, covering the indemnification
obligations set forth in this Agreement, in an amount prudent for
owners of similar properties in Maricopa County, Arizona, but in no
event less than $1,000,000, and naming the other party as an additional
insured. A policy complying with these requirements shall remain in
effect throughout the term of this Agreement. Any such insurance policy
shall require the insurer to provide both parties to this Agreement
with at least 30 days prior written notice of any cancellation of the
insurance policy. Certificates of insurance shall be provided by each
party upon request by the other party.
8. Entire Agreement. This Agreement contains the complete
understanding and agreement of the parties hereto with respect to all
matters referred to herein, and all prior representations, negotiations
and understandings are superseded by this Agreement. Neither party
shall be liable or bound to the other in any manner by any agreement,
warranty, representation or guarantee, except as specifically set forth
herein or in any instrument executed pursuant hereto.
9. Severability. If any paragraph, section, sentence,
clause or phrase of this Agreement is or becomes illegal, null or void
for any reason or is held by any court of competent jurisdiction to be
illegal, null or void, the remaining paragraphs, sections, sentences,
clauses or phrases of this Agreement shall continue in full force and
effect and shall not be affected thereby.
10. Notices. All notices, requests and other communications
hereunder shall be in writing and shall be given by personal delivery;
overnight courier; or deposit in the United States mail, first class,
registered or certified, return receipt requested, postage prepaid,
correctly addressed to the intended recipient as follows:
If to Giant: Giant Industries, Inc.
00000 Xxxxx Xxxxxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxxx X. Xxxxxx, Esq.
With a copy to: Xxxxxxxxx Xxxxx
0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000-0000
Attention: Xxx X. Xxxxxx, Esq.
If to Pinnacle: Xxxxxx Xxxxxxx
00000 Xxxxx Xxxxxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxx 00000
All notices shall be deemed given upon the earliest of (i) if hand-
delivered, upon actual receipt against signed acknowledgment of receipt
or affidavit of delivery; (ii) if mailed as provided above, on the
fourth (4th) day after the day of mailing; (iii) if sent by overnight
courier, on the next business day after the date of deposit with the
courier. Any party may change its address for the receipt of notices
at any time by giving written notice thereof to the other parties in
accordance with the terms of this Section.
11. Non-Waiver. No delay or failure by either party to
exercise any right under this Agreement and no partial or single
exercise of that right shall constitute a waiver of that or any other
right, unless otherwise expressly provided herein.
12. Interpretation. This Agreement shall be construed as a
whole and in accordance with its fair meaning, without regard to any
presumption or rule of construction causing this Agreement or any part
of it to be construed against the party causing the Agreement to be
written.
13. Headings. Headings in this Agreement are for
convenience only and shall not be used to interpret or construe its
provisions.
14. Governing Law. This Agreement shall be construed in
accordance with and governed by the laws of the State of Arizona,
without reference to its conflicts of law principles.
15. Attorneys' Fees. In the event either party shall employ
legal counsel or bring an action at law or other proceedings against
the other party to enforce any of the terms, covenants or conditions
hereof, the non-prevailing party shall pay the prevailing party's
reasonable attorneys' fees and court costs, as determined by the judge
or arbitrator sitting without a jury.
16. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, with
the same force and effect as if all signatures were appended to one
instrument.
"GIANT"
GIANT INDUSTRIES OF
ARIZONA, INC., an
Arizona corporation
By: /s/ Xxxx X. Xxxxxx
-----------------------------
Name: Xxxx X. Xxxxxx
Title: Director Retail Development
"PINNACLE"
PINNACLE SONORAN DESERT PROPERTIES, L.L.C., an
Arizona limited liability company
By: /s/ Xxxxxx Xxxxxxx
Name:
Title: General Manager
STATE OF ARIZONA )
) ss
County of Maricopa )
The foregoing instrument was acknowledged before me this 20 day of
March 1998, by Xxxx X. Xxxxxx, the Director of R.E./Facilities
Development of Giant Industries Arizona, Inc., an Arizona
corporation, on behalf of the corporation.
/s/ Xxxxxxxx X. Xxxxx
----------------------------
Notary Public
My Commission Expires:
10/26/2001
STATE OF ARIZONA )
)ss
County of Maricopa )
The foregoing instrument was acknowledged before me this 20 day of
March, 1998, by Xxxxxx Xxxxxxx, the General Manager of Sonoran
Desert Properties, L.L.C., an Arizona corporation, on behalf of the
corporation.
/s/ Xxxxxx X. Xxxxxxx
----------------------------
Notary Public
My Commission Expires:
July 20, 2001
EXHIBIT "A"
Description of Pinnacle Property
That part of the Southeast quarter of Section 30, Township
5 North, Range 4 East of the Gila and Salt River Base and
Meridian, Maricopa County, Arizona.
EXHIBIT "B"
Description of Giant Property
Legal Description for Xxxxx Ranch - Parcel 46
Gas Station Site
That prat of the Southeast Quarter of Section 30, Township
5 North, Range 4 East, of the Gila and Salt River Meridian,
Maricopa county, Arizona.
EXHIBIT "C"
Depiction of Giant Easement Area
EXHIBIT "D"
Depiction of Pinnacle Access Easement Area
EXHIBIT "E"
Depiction of Pinnacle Landscape Easement Area
Legal Description for Xxxxx Ranch - Parcel 46
Landscape and Signage Easement
That part of the Southeast Quarter of Section 30, Township
5 North, Range 4 East, of the Gila and Salt River Meridian,
Maricopa County, Arizona.
EXHIBIT "F"
Depiction of Pinnacle Signage Easement Area
