AMENDMENT NO. 1 TO PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS
AMENDMENT
NO. 1
TO
DATED: Dated
for
reference purpose only as of March 20, 2007.
PARTIES: This
Amendment No. 1 to Purchase Agreement and Escrow Instructions (this “Amendment”)
is between COST-U-LESS, INC., a Washington corporation, as “Seller”,
and
SERIES B, LLC, an Arizona limited liability company, as “Buyer”.
WHEREAS,
Seller and Buyer are parties to that certain Purchase Agreement and Escrow
Instructions, dated December 21, 2006 (the “PSA”), concerning certain improved
property located at 0000 Xxxx Xxxx, Xxxxxxxxxxxxx, Xx. Xxxxx, XXXX 00000, as
legally described therein; and
WHEREAS,
Seller and Buyer desire to amend the PSA as set forth herein.
NOW
THEREFORE, Seller and Buyer hereby agree as follows:
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1.
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The
following shall be added as a new section (Section 57) of the Lease
Form
attached to the PSA as Exhibit E:
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57. Power
House Encroachment.
Reference is hereby made to the ALTA/ACSM Land Title Survey of Plot No.’s 4-Q,
0-X & Xxxx Xxxx Xx. 0-X, Xxxxxx Sion Farm, Christiansted Jurisdiction, Queen
Quarter, St. Croix, United States Virgin Islands, dated February 5, 2007 (the
“Survey”), prepared by Survey Services Company, LLC, and to the masonry building
(which is also referred to as “One Sty. Masonry Power House” on Pages 2 and 3 of
the Survey)(the “Power House”) referenced in the “List of Encroachments” on Page
1 of the Survey (which reads, in part, as follows: “1) A masonry building
located along the west line of Plot No. 4-Q is 9.2’ into A Portion of the
Remainder of Xxxx Xx. 0-X.”).
Lessee
hereby agrees that, within one (1) year after the Effective Date and at Lessee’s
expense, Lessee shall either:
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(a)
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relocate
the “Power House” so that no part of the Power House will be located on
any part of “Easement ‘B’” or Plot No. 4-J identified on the Survey; or
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(b)
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obtain
from (i) the owner of Xxxx Xx. 0-X an easement to permit the continued
presence of the Power House at its current location for a term and
upon
conditions reasonably acceptable to Lessor; and
(ii)
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obtain
a waiver of the encroachment from the holder of the easement rights
to
“Easement ‘B’” and “Easement ‘C’” referenced
above.
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2.
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Seller
and Buyer acknowledge and agree that (i) the PSA has not been amended
or modified except by this Amendment and by the e-mail extensions
of
certain dates referenced in Sections 6 and 17 of the PSA, under which
the
XXX (as such term is defined in the PSA) shall be on or before 5
p.m. MST
on March 26, 2007, or such earlier date as Buyer and Seller may choose
by
mutual Agreement; (ii) the PSA is in full force and effect; and
(iii) except as expressly amended hereby and by the above-referenced
e-mail extensions, all of the terms and conditions of the PSA shall
remain
in full force and effect.
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3.
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This
Amendment may be executed by facsimile and/or in any number of
counterparts. Each party may rely upon any facsimile or counterpart
copy
as if it were one original
document.
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IN
WITNESS WHEREOF, Seller and Buyer have executed this Amendment as of the first
above written.
SELLER: COST-U-LESS,
INC., a Washington corporation
By:
/s/Xxxxxx
Xxxxx
Name:
Xxxxxx Xxxxx
Title:
VP-CFO
BUYER: SERIES
B,
LLC, an Arizona limited liability
company
By:
/s/
Xxxx X. Xxxx
Xxxx
X.
Xxxx
Its
Authorized Officer
