EXHIBIT 10.1 (b)
AMENDMENT
TO
NOTE PURCHASE AGREEMENT
Amendment made this 18th day of April 2000, by and between the Price Family
Charitable Trust, a California Trust, (the "Buyer") and PriceSmart, Inc., a
Delaware corporation ("Seller").
RECITALS
1. Buyer and Seller are parties to a Note Purchase Agreement dated April
5, 2000 (the "Agreement");
2. Buyer and Seller have determined there are typographical errors in
Exhibit A captioned "Property" of the Agreement and wish to correct
such errors.
Now, therefore, the parties hereto agree as follows:
1. Exhibit A of the Agreement is deleted in its entirety and replaced
with a new Exhibit A attached herein;
2. Subject to the amendment herein, the Agreement remains in full force
and effect.
Executed as of the date first written above.
PriceSmart, Inc. Price Family Charitable Trust
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇ ▇▇▇▇▇
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Its: Executive Vice President Its: Trustee
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EXHIBIT A
PROPERTY
I CITY NOTES
Note
Maker of Note Date of Note Face Amount Purchase Price
------------- ------------ ----------- --------------
Azusa Redevelopment Agency 10/04/88 $4,650,000 $ 2,110,000
Redevelopment Agency of City of Corona 4/01/88 amend 12/17/90 $9,000,000 $ 5,483,000
Fountain Valley Agency for Community Development 1/10/89 $8,802,517 $ 3,236,000
Community Redevelopment Agency of the City of
▇▇▇▇▇▇ Valley 2/17/93 $2,462,131 $ 1,207,000
Rancho Cucamonga Redevelopment Agency 2/04/92 $3,756,615 $ 1,448,000
San ▇▇▇▇ Capistrano Community Redevelopment Agency 6/04/87 $5,107,517 $ 924,000
City of Santa Clarita 2/26/91 $2,557,436 $ 2,249,000
The Redevelopment Agency of the City of Signal Hill 10/29/91 $5,000,000 $ 4,417,000
City of South San Francisco 4/29/88 $2,270,000 $ 560,000
City of Chula Vista (Rancho del Rey) 6/04/93 $1,892,000 $ 899,000
-----------
$ 22,533,000
II CITY CONTRACTUAL RIGHTS
1. Includable with the promissory note issued by the San ▇▇▇▇ Capistrano
Redevelopment Agency is all of the Seller's right, title and interest in the
Auto Tax Revenues, as defined in the Disposition and Development Agreement
dated December 16, 1986 between The Price Company and the San ▇▇▇▇ Capistrano
Community Redevelopment Agency as amended by an Amendment to Disposition and
Development Agreement and Promissory Note dated October 1, 1991 and Second
Amendment to Disposition and Development Agreement and Promissory Note dated
June 20, 1994.
2. Includable with the promissory note issued by the City of South San
Francisco is:
A) All of the Seller's right, title and interest in that certain
Agreement (referred to in the promissory note) which Agreement is dated April
29, 1988 by and between the City of South San Francisco and The Price
Company, including, but not limited to the option to purchase the "Pyramid
Property", as referred to in said Agreement.
B) All of the Seller's right, title and interest under that certain
Agreement dated August 29, 1994 by and among Price/Costco, Inc., The Price
Company and Price Enterprises, Inc., which agreement pertains to certain
"set-off amounts" payable by The Price Company.
