FIRST AMENDMENT TO
PURCHASE AND SALE AGREEMENT
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT, dated for reference
purposes only, June 30, 1999, is by and between PHOENIX GOLD INTERNATIONAL,
INC., an Oregon corporation ("Phoenix Gold") and 6710 LLC, an Oregon limited
liability company ("6710").
RECITALS
A. Pursuant to a Purchase and Sale Agreement dated June 15, 1999, Phoenix
Gold agreed to sell to 6710 certain real property located in Multnomah County,
Oregon and more particularly described in the Agreement.
B. The parties desire to amend the Agreement on the terms and conditions
set forth below:
NOW, THEREFORE, for valuable consideration, the parties agree as follows:
1. XXXXXXX 0, XXXXXXX GOLD'S REPRESENTATIONS AND WARRANTIES. A new
subparagraph (f) is hereby added to Section 9 as follows:
Notwithstanding the provisions of this Section 9, neither the
"actual knowledge limitation" set forth in subparagraph (e)
nor the ten-year warranty limitation set forth in subparagraph
(d), shall limit, abridge or otherwise waive any rights or
remedies which 6710 may have against Phoenix Gold (i) under
Federal, state or local laws relating to the presence of
hazardous or toxic materials or substances, whether in
contribution or otherwise, or (ii) under common law for fraud,
material misrepresentation or withholding of material
information, it being the intention of Phoenix Gold and 6710
that 6710 is entitled to the same rights and remedies against
Phoenix Gold that Phoenix Gold may have against BB&S
Development Co. under common law, all as more particularly
described in that certain letter from Xxxxxxx X. Xxxxxx to
Xxxxxxx X. Xxxxxx dated June 29, 1999.
2. FULL FORCE AND EFFECT. Except as amended by this First Amendment, the
Agreement shall remain in full force and effect.
PHOENIX GOLD INTERNATIONAL, INC. 6710 LLC
By /s/ Xxxxxxx X. Xxxxxxx By /s/ Xxxxxx X. Xxxxxxxx
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Its Executive Vice President Its Manager
