[GRAPHIC]
Exhibit 10.6
PriceSmart, Inc.
9740 Scranton Road
San Diego, CA 92121-1745
Tel ###-###-####
Fax ###-###-####
www.pricesmart.com
[GRAPHIC]
May 20, 2004
Joe Satz, Esq.
Price Entities, Inc.
7979 Ivanhoe, Suite 520
La Jolla, CA. 92037
| Re: | Santiago Agreement of Purchase and Sale (“Agreement”) |
| Dear | Joe, |
Following up on our telephone conversation of yesterday, May 19, this will confirm that within three business days after the Effective Date the Title Commitment was ordered, per section 1.07 A of the Agreement, and that I currently have the following items:
| 1. | A survey of the Subject Property, with maps attached thereto; |
| 2. | A Soils/Engineering Report with regard to the Subject Property; |
| 3. | “As Built” plans for the Subject Property; and |
| 4. | The Leases/Subleases referenced in Section 1.14A of the Agreement. |
Per our discussion, you and I have agreed that all of these items may be hand-delivered to you within the next week. We have also agreed that the remaining items referenced in Sections 1.07 B and 1.14 will be delivered to you by the end of this month.
Additionally, we have agreed that Section 2.03 B of the Agreement is amended and shall hereafter be deemed to state the following:
Within fifteen (15) days after the Purchase Price has been adjusted pursuant to Section 1.04 B of this Agreement, the Boards of Directors of PriceSmart, Inc. and Inmobiliaria PriceSmart, S. A., and/or an authorized Committees of such Boards have approved the final terms and conditions of the sale to Purchaser of the Subject Property under this Agreement.
Joe, I trust this is consistent with your understanding, and I would appreciate receiving a countersigned copy of this letter for my files.
| Thank you. |
| Very Truly Yours, PriceSmart, Inc. |
| /s/ Robert M. Gans |
| Robert M. Gans |
| Executive Vice President & General Counsel |
RMG:pss
| Accepted: | ||||
| /s/ James F. Cahill | Dated: MAY 25, 2004 | |||
| James F. Cahill | ||||
| The Price Group, LLC | ||||
