-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TaV/CqDaguNO/6i+7VOlo1Iob6zWRURaeBtG5RhiLXdHxt1365LQIkzpo7edIs5m sbkNnbUIFmeb/xNKzbLgIA== 0001188112-06-000386.txt : 20060214 0001188112-06-000386.hdr.sgml : 20060214 20060214164935 ACCESSION NUMBER: 0001188112-06-000386 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 GROUP MEMBERS: ROBERT E. PRICE GROUP MEMBERS: SAN DIEGO REVITALIZATION CORP. GROUP MEMBERS: SOL PRICE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRICESMART INC CENTRAL INDEX KEY: 0001041803 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 330628530 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51523 FILM NUMBER: 06616391 BUSINESS ADDRESS: STREET 1: 9740 SCRANTON ROAD CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 8584048800 MAIL ADDRESS: STREET 1: 9740 SCRANTON ROAD CITY: SAN DIEGO STATE: CA ZIP: 92121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PRICE GROUP LLC CENTRAL INDEX KEY: 0001122913 IRS NUMBER: 522255962 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 7979 IVANHOE AVENUE #520 CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: 8585512318 MAIL ADDRESS: STREET 1: 7979 IVANHOE AVENUE #520 CITY: LA JOLLA STATE: CA ZIP: 92037 SC 13D/A 1 tsc13da-9000.txt SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 5)(1) PRICESMART, INC. ---------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE ---------------------------------------------------------------------------- (Title of Class of Securities) 741511109 ---------------------------------------------------------------------------- (CUSIP Number) JACK MCGRORY C/O THE PRICE GROUP LLC 7979 IVANHOE AVENUE, SUITE 520 LA JOLLA, CALIFORNIA 92037 TELEPHONE (858) 551-2303 ---------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) FEBRUARY 1, 2006 ---------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [_] Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 13 pages) - -------------------------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 2 OF 13 PAGES - -------------------------------------------------------------------------------- NAME OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Price Group LLC 52-2255962 - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [X] (b) [_] - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- SOURCE OF FUNDS 4 WC - -------------------------------------------------------------------------------- CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED 5 PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 California - -------------------------------------------------------------------------------- SOLE VOTING POWER NUMBER OF 7 0 (See Item 5) SHARES ----------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 7,388,369 (See Item 5) SHARES ----------------------------------------------- SOLE DISPOSITIVE POWER EACH REPORTING 9 0 (See Item 5) PERSON ----------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 7,388,369 (See Item 5) - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 7,388,369 (See Item 5) - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 27.8% - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 OO - Limited Liability Company - -------------------------------------------------------------------------------- * See instructions before filling out! CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 3 OF 13 PAGES - -------------------------------------------------------------------------------- NAME OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) San Diego Revitalization Corp. 33-0898712 - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [X] (b) [_] - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- SOURCE OF FUNDS 4 OO - -------------------------------------------------------------------------------- CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED 5 PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 California - -------------------------------------------------------------------------------- SOLE VOTING POWER NUMBER OF 7 0 (See Item 5) SHARES ----------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 2,907,428 (See Item 5) OWNED BY ----------------------------------------------- SOLE DISPOSITIVE POWER EACH REPORTING 9 0 (See Item 5) PERSON ----------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 2,907,428 (See Item 5) - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 2,907,428 (See Item 5) - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 10.9% - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 OO - Nonprofit Corporation - -------------------------------------------------------------------------------- * See instructions before filling out! CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 4 OF 13 PAGES - -------------------------------------------------------------------------------- NAME OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Sol Price - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [X] (b) [_] - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- SOURCE OF FUNDS 4 OO, AF - -------------------------------------------------------------------------------- CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED 5 PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States of America - -------------------------------------------------------------------------------- SOLE VOTING POWER NUMBER OF 7 894,759 (See Item 5) SHARES ----------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 10,295,797 (See Item 5) OWNED BY ----------------------------------------------- SOLE DISPOSITIVE POWER EACH REPORTING 9 894,759 (See Item 5) PERSON ----------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 10,295,797 (See Item 5) - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 11,190,556 (See Item 5) - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 42.1% - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 IN - -------------------------------------------------------------------------------- * See instructions before filling out! CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 5 OF 13 PAGES - -------------------------------------------------------------------------------- NAME OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Robert E. Price - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [X] (b) [_] - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- SOURCE OF FUNDS 4 OO - -------------------------------------------------------------------------------- CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED 5 PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States of America - -------------------------------------------------------------------------------- SOLE VOTING POWER NUMBER OF 7 610 (See Item 5) SHARES ----------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 13,404,775 (See Item 5) OWNED BY ----------------------------------------------- SOLE DISPOSITIVE POWER EACH REPORTING 9 610 (See Item 5) PERSON ----------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 13,404,775 (See Item 5) - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 13,405,385 (See Item 5) - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 50.5% - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 IN - -------------------------------------------------------------------------------- * See instructions before filling out! CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 6 OF 13 PAGES This Amendment No. 5 relates to the common stock, par value $0.0001 per share ("Common Stock"), of PriceSmart, Inc., a Delaware corporation ("PriceSmart"), and amends that certain Schedule 13D jointly filed by The Price Group LLC, a California limited liability company ("Price Group"), San Diego Revitalization Corp., a California nonprofit corporation ("SDRC"), Sol Price, a natural person, and Robert E. Price, a natural person, with the Securities and Exchange Commission ("SEC") on October 29, 2004, as amended by Amendment No. 1 thereto, filed with the SEC on January 10, 2005, and by Amendment No. 2 thereto, filed with the SEC on January 18, 2005, and by Amendment No. 3 thereto, filed with the SEC on May 9, 2005, and by Amendment No. 4 thereto, filed with the SEC on January 9, 2006 (such Schedule 13D, as so amended, being the "Schedule 13D"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D. ITEM 2. IDENTITY AND BACKGROUND. Item 2 of the Schedule 13D is hereby amended and restated as follows: (a), (f) This statement on Schedule 13D is being jointly filed by (i) The Price Group LLC, a California limited liability company ("Price Group"), (ii) San Diego Revitalization Corp., a California nonprofit corporation ("SDRC"), (iii) Sol Price, a natural person and citizen of the United States of America, and (iv) Robert E. Price, a natural person and citizen of the United States of America. The managers of Price Group (the "Price Group Managers"), each of whom is a citizen of the United States of America, are as follows: Sol Price Manager Robert E. Price Manager Jack McGrory Manager Murray Galinson Manager Kathy Hillan Manager Joseph R. Satz Manager Simon Lorne Manager R. Gregory Morgan Manager Mitch Lynn Manager The directors and executive officers of SDRC (collectively, the "SDRC Directors and Officers"), each of whom is a citizen of the United States of America, are as follows: Sol Price Director and Chairman of the Board Robert E. Price Director and President Jack McGrory Director and Executive Vice President Allison Price Director Murray Galinson Director William Gorham Director Joseph R. Satz Secretary Kathy Hillan Treasurer Each of Price Group, SDRC, Mr. S. Price and Mr. R. Price affirms membership in a group with each other. Each of Price Group, SDRC, Mr. S. Price and Mr. R. Price disclaims membership in a group with the Price Group Managers (other than Mr. S. Price and Mr. R. Price) and the SDRC Directors and Officers (other than Mr. S. Price and Mr. R. Price). (b)-(c) The principal executive office of Price Group and SDRC, and the principal business address of each of Mr. S. Price, Mr. R. Price, the Price Group Managers (other than Mr. Lorne and Mr. Lynn) and the SDRC Directors and Officers, is 7979 Ivanhoe Avenue, Suite 520, La Jolla, California 92037. The principal business address of Mr. Lorne is 666 Fifth Avenue, 8th Floor, New York, New York 10103. The principal business address of Mr. Lynn is 2245 San Diego Avenue, No. 223, San Diego, California 92110. CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 7 OF 13 PAGES The principal business of Price Group is real estate and investment. The principal business of SDRC is to function as a public charity. The principal occupation of Mr. S. Price is self-employed investor and manager of Price Group. The principal occupation of Mr. R. Price is interim Chief Executive Officer of PriceSmart. Mr. R. Price also is a manager of Price Group. The principal occupation of Mr. McGrory is manager of Price Group. The principal occupation of each of Mr. Galinson, Ms. Hillan, and Mr. Satz is manager of Price Group. The principal occupation of Mr. Gorham is self-employed investor. Ms. A. Price is not presently employed. The principal occupation of Mr. Lorne is Vice Chairman and Chief Legal Officer of Millennium Partners L.P., a hedge fund. The principal occupation of Mr. Morgan is lawyer. The principal occupation of Mr. Lynn is self-employed investor. (d)-(e) During the last five years, neither Price Group, SDRC, Mr. S. Price, Mr. R. Price, any of the Price Group Managers, nor any of the SDRC Directors and Officers has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation of such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 of the Schedule 13D is hereby amended to add the following information: On September 20, 2004, in connection with a restructuring of International Finance Corporation's ("IFC") investments in PriceSmart, Price Group and IFC executed a Put Option Agreement, dated as of September 20, 2004, which was amended and restated as of January 7, 2005 (the "Option Agreement"), pursuant to which Price Group granted to IFC the option (the "Put Option"), exercisable in whole or in part between November 30, 2005 and November 30, 2006, to require Price Group to purchase up to 300,000 shares of Common Stock from IFC at the price of $12 a share. On or around February 1, 2006, IFC delivered notice to Price Group, exercising the Put Option in its entirety. However, the settlement of such exercise will not occur until March 15, 2006, at which time, pursuant to the terms and conditions of the Put Option, IFC will transfer 300,000 shares of Common Stock to Price Group, and Price Group will transfer the purchase price of $3,600,000 to IFC. Price Group will fund the purchase price with working capital. The description and summary herein of the Put Option and the Option Agreement are qualified in their entirety by the Option Agreement, which is attached as Exhibit 4 hereto and hereby incorporated herein in its entirety in response to this Item 3. ITEM 4. PURPOSE OF TRANSACTION. Item 4 of the Schedule 13D is hereby amended to add the following information: The information set forth in Item 3 above is hereby incorporated herein in its entirety by reference in response to this Item 4. CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 8 OF 13 PAGES ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Items 5(a), 5(b) and 5(c) of the Schedule 13D are hereby amended and restated as follows: (a)-(b) Price Group, SDRC, Mr. S. Price and Mr. R. Price presently may be deemed to beneficially own, in the aggregate, 14,300,144 shares of Common Stock, which represent approximately 53.8% of the outstanding Common Stock. (2) Price Group, SDRC, Mr. S. Price, Mr. R. Price, the Price Group Managers and the SDRC Directors and Officers presently may be deemed to beneficially own, in the aggregate, the equivalent of 14,330,834 shares of Common Stock (including options exercisable within 60 days of the date of this filing for 12,980 shares of Common Stock), which represent approximately 53.9% of the outstanding Common Stock. The beneficial ownership of shares of Common Stock (or equivalents thereof) by each of Price Group, SDRC, Mr. S. Price, Mr. R. Price, the Price Group Managers and the SDRC Directors and Officers is as follows: (3) Price Group presently may be deemed to beneficially own 7,388,369 shares of Common Stock, which represent approximately 27.8% of the outstanding Common Stock, no shares over which it may be deemed to have sole voting and dispositive power and 7,388,369 shares over which it may be deemed to have shared voting and dispositive power. SDRC presently may be deemed to beneficially own 2,907,428 shares of Common Stock, which represent approximately 10.9% of the outstanding Common Stock, no shares over which it may be deemed to have sole voting and dispositive power and 2,907,428 shares over which it may be deemed to have shared voting and dispositive power. Mr. S. Price presently may be deemed to beneficially own 11,190,556 shares of Common Stock, which represent approximately 42.1% of the outstanding Common Stock, 894,759 shares over which he may be deemed to have sole voting and dispositive power and 10,295,797 shares over which he may be deemed to have shared voting and dispositive power. Helen Price is the wife of Mr. S. Price. To the extent she may be deemed to beneficially own any shares, they are included in the shares reported as may be deemed to be beneficially owned by Mr. S. Price. - -------------------------- (2) All calculations of percentage ownership in this Schedule 13D are based on (i) approximately 26,556,505 shares of Common Stock estimated to be issued and outstanding as of January 23, 2006, as reported in the Amendment No. 1 to Form 10K/A, filed by PriceSmart with the SEC on January 26, 2006, plus (ii) the shares of Common Stock issuable upon the exercise of all stock options (if any) exercisable within 60 days of the date of this filing that may be deemed to be beneficially owned by the person(s) whose percentage ownership is being calculated. (3) Shares of Common Stock (or equivalents thereof) disclosed for each of the Price Group Managers and the SDRC Directors and Officers include shares that may be deemed to be beneficially owned by more than one person. In particular, the shares disclosed for each of the Price Group Managers all include 7,388,369 shares held by Price Group, and the shares disclosed for each of the SDRC Directors and Officers all include 2,907,428 shares held by SDRC. Disclosure of shares should not be construed as an admission of beneficial ownership of such shares. CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 9 OF 13 PAGES Mr. R. Price presently may be deemed to beneficially own 13,405,385 shares of Common Stock, which represent approximately 50.5% of the outstanding Common Stock, 610 shares over which he may be deemed to have sole voting and dispositive power and 13,404,775 shares over which he may be deemed to have shared voting and dispositive power. Allison Price is the wife of Mr. R. Price. To the extent she may be deemed to beneficially own any shares, they are included in the shares reported as may be deemed to be beneficially owned by Mr. R. Price. Mr. McGrory presently may be deemed to beneficially own the equivalent of 10,307,497 shares of Common Stock (including options exercisable within 60 days of the date of this filing for 6,490 shares of Common Stock), which represent approximately 38.8% of the outstanding Common Stock, 6,490 shares over which he may be deemed to have sole voting and dispositive power and 10,301,007 shares over which he may be deemed to have shared voting and dispositive power. Mr. Galinson presently may be deemed to beneficially own the equivalent of 10,314,787 shares of Common Stock (including options exercisable within 60 days of the date of this filing for 6,490 shares of Common Stock), which represent approximately 38.8% of the outstanding Common Stock, 18,990 shares over which he may be deemed to have sole voting and dispositive power and 10,295,797 shares over which he may be deemed to have shared voting and dispositive power. Mr. Satz presently may be deemed to beneficially own 10,295,797 shares of Common Stock, which represent approximately 38.8% of the outstanding Common Stock, no shares over which he may be deemed to have sole voting and dispositive power and 10,295,797 shares over which he may be deemed to have shared voting and dispositive power. Ms. Hillan presently may be deemed to beneficially own 10,295,797 shares of Common Stock, which represent approximately 38.8% of the outstanding Common Stock, no shares over which she may be deemed to have sole voting and dispositive power and 10,295,797 shares over which she may be deemed to have shared voting and dispositive power. Mr. Lorne presently may be deemed to beneficially own 7,388,369 shares of Common Stock, which represent approximately 27.8% of the outstanding Common Stock, no shares over which he may be deemed to have sole voting and dispositive power and 7,388,369 shares over which he may be deemed to have shared voting and dispositive power. Mr. Morgan presently may be deemed to beneficially own 7,388,369 shares of Common Stock, which represent approximately 27.8% of the outstanding Common Stock, no shares over which he may be deemed to have sole voting and dispositive power and 7,388,369 shares over which he may be deemed to have shared voting and dispositive power. Mr. Lynn presently may be deemed to beneficially own 7,388,369 shares of Common Stock, which represent approximately 27.8% of the outstanding Common Stock, no shares over which he may be deemed to have sole voting and dispositive power and 7,388,369 shares over which he may be deemed to have shared voting and dispositive power. CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 10 OF 13 PAGES Mr. Gorham presently may be deemed to beneficially own 2,907,428 shares of Common Stock, which represent approximately 10.9% of the outstanding Common Stock, no shares over which he may be deemed to have sole voting and dispositive power and 2,907,428 shares over which he may be deemed to have shared voting and dispositive power. Except as set forth below, to the extent any of Price Group, SDRC, Mr. S. Price, Mr. R. Price, the Price Group Managers or the SDRC Directors and Officers may be deemed to share the power to vote or dispose of any of the shares disclosed above, such power is shared only with one or more of Price Group, SDRC, Mr. S. Price, Mr. R. Price, the Price Group Managers or the SDRC Directors and Officers. The exceptions are as follows: Mr. R. Price and Ms. A. Price may be deemed to share voting and dispositive power over 18,805 shares of Common Stock with Rebecca Price and 18,805 shares of Common Stock with Sarah Price. Ms. R. Price is employed by the Price Family Charitable Fund, and Ms. S. Price is an actress. Mr. McGrory may be deemed to share voting and dispositive power over 5,210 shares of Common Stock with Ben Price. Mr. B. Price is self-employed. The principal business address of each of Ms. R. Price, Ms. S. Price and Mr. B. Price is 7979 Ivanhoe Avenue, Suite 520, La Jolla, California 92037. None of Ms. R. Price, Ms. S. Price and Mr. B. Price has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation of such laws. Each of Ms. R. Price, Ms. S. Price and Mr. B. Price is a citizen of the United States of America. The information set forth in Item 2 above is hereby incorporated herein in its entirety in response to this Item 5(b). Except for PriceSmart securities held by Price Group, Price Group disclaims beneficial ownership of all PriceSmart securities that may be deemed to be beneficially owned by SDRC, Mr. S. Price, Mr. R. Price, any of the Price Group Managers or any of the SDRC Directors and Officers. Except for PriceSmart securities held by SDRC, SDRC disclaims beneficial ownership of all PriceSmart securities that may be deemed to be beneficially owned by Price Group, Mr. S. Price, Mr. R. Price, any of the Price Group Managers or any of the SDRC Directors and Officers. Except for PriceSmart securities held by Mr. S. Price, either directly or through entities under his control, Mr. S. Price disclaims beneficial ownership of all PriceSmart securities that may be deemed to be beneficially owned by Price Group, SDRC, Mr. R. Price, any of the Price Group Managers or any of the SDRC Directors and Officers. Except for PriceSmart securities held by Mr. R. Price, either directly or through entities under his control, Mr. R. Price disclaims beneficial ownership of all PriceSmart securities that may be deemed to be beneficially owned by Price Group, SDRC, Mr. S. Price, any of the Price Group Managers or any of the SDRC Directors and Officers. CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 11 OF 13 PAGES (c) The information set forth in Item 3 above is hereby incorporated herein in its entirety by reference in response to this Item 5(c). On February 7, 2006, the Price Family Charitable Trust purchased 600 shares of Common Stock on the open market for $8.43 per share. Mr. S. Price is the sole trustee of the Price Family Charitable Trust. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 of the Schedule 13D is hereby amended to add the following information: The information set forth in Item 3 above is hereby incorporated herein in its entirety by reference in response to this Item 6. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 of the Schedule 13D is hereby amended to add the following information: - ------ ------------ ------------------------------------------------------------ EXHIBIT NO. DESCRIPTION OF EXHIBIT - ------ ------------ ------------------------------------------------------------ - ------ ------------ ------------------------------------------------------------ 4 Put Option Agreement, dated as of September 20, 2004, and amended and restated as of January 7, 2005, by and between The Price Group LLC and International Finance Corporation (filed herewith). - ------ ------------ ------------------------------------------------------------ CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 12 OF 13 PAGES SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 14, 2006 THE PRICE GROUP LLC /s/ Jack McGrory -------------------------------- By: Jack McGrory Title: Manager SAN DIEGO REVITALIZATION CORP. /s/ Jack McGrory -------------------------------- By: Jack McGrory Title: Executive Vice President SOL PRICE /s/ Sol Price -------------------------------- ROBERT E. PRICE /s/ Robert E. Price -------------------------------- CUSIP NO. 741511109 SCHEDULE 13D/A PAGE 13 OF 13 PAGES EXHIBIT INDEX - ------ ------------ ------------------------------------------------------------ EXHIBIT NO. DESCRIPTION OF EXHIBIT - ------ ------------ ------------------------------------------------------------ - ------ ------------ ------------------------------------------------------------ 1 Joint Filing Agreement, dated as of October 29, 2004, by and among The Price Group LLC, San Diego Revitalization Corp., Sol Price and Robert E. Price (incorporated by reference to Exhibit 1 to the Schedule 13D filed by The Price Group LLC, San Diego Revitalization Corp., Sol Price and Robert E. Price with the SEC on October 29, 2004). - ------ ------------ ------------------------------------------------------------ 2 Stock Purchase Agreement, dated as of April 19, 2005, by and among PriceSmart, Inc., The Price Group LLC, the Sol and Helen Price Trust and the Robert and Allison Price Trust (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by PriceSmart, Inc. with the SEC on April 22, 2005). - ------ ------------ ------------------------------------------------------------ 3 Grant Agreement, dated as of December 22, 2005, by and among Sol Price, the Sol and Helen Price Trust and San Diego Revitalization Corp. (incorporated by reference to Exhibit 3 to Amendment No. 4 to Schedule 13D filed by The Price Group LLC, San Diego Revitalization Corp., Sol Price and Robert E. Price with the SEC on January 9, 2006). - ------ ------------ ------------------------------------------------------------ 4 Put Option Agreement, dated as of September 20, 2004, and amended and restated as of January 7, 2005, by and between The Price Group LLC and International Finance Corporation (filed herewith). - ------ ------------ ------------------------------------------------------------ EX-4 2 tex4-9000.txt EX-4 EXECUTION VERSION ================================================================================ INVESTMENT NUMBER 10296 AMENDED AND RESTATED PUT OPTION AGREEMENT BETWEEN THE PRICE GROUP, LLC AND INTERNATIONAL FINANCE CORPORATION DATED SEPTEMBER 20, 2004 AMENDED AND RESTATED JANUARY 7, 2005 ================================================================================ TABLE OF CONTENTS ARTICLE OR SECTION ITEM PAGE NO. ARTICLE I ................................................................1 DEFINITIONS ................................................................1 Section 1.01 DEFINITIONS...............................................1 ARTICLE II ................................................................3 THE PUT OPTION ................................................................3 Section 2.01 THE PUT OPTION............................................3 Section 2.02 RIGHT OF TRANSFER.........................................4 Section 2.03 OBLIGATIONS IRREVOCABLE...................................4 Section 2.04 IFC'S RIGHT...............................................4 ARTICLE III ................................................................5 REPRESENTATIONS AND WARRANTIES.................................................5 Section 3.01 REPRESENTATIONS AND WARRANTIES............................5 ARTICLE IV ................................................................7 MISCELLANEOUS PROVISIONS.......................................................7 Section 4.01 SHARE CERTIFICATES: IFC REPRESENTATIONS...................7 Section 4.02 NOTICES...................................................7 Section 4.03 SUCCESSORS AND ASSIGNS....................................8 Section 4.04 APPLICABLE LAW AND JURISDICTION...........................8 Section 4.05 IFC'S IMMUNITIES AND PRIVILEGES..........................10 Section 4.06 INDEMNIFICATION..........................................10 Section 4.07 SEVERABILITY.............................................10 Section 4.08 FURTHER ASSURANCES.......................................10 Section 4.09 EFFECTIVE DATE...........................................11 AMENDED AND RESTATED PUT OPTION AGREEMENT AGREEMENT dated September 20, 2004, and amended and restated January 7, 2005 among THE PRICE GROUP, LLC, a limited liability company organized and existing under the laws of the State of California (the "Investor"); and INTERNATIONAL FINANCE CORPORATION, an international organization established by Articles of Agreement among its member countries ("IFC"). WHEREAS: (A) The Investor is an affiliate of PriceSmart, Inc., a company organized and existing under the laws of the State of Delaware ("PriceSmart"). (B) In 2001 and 2002 IFC made certain debt and equity investments in PriceSmart and its affiliates. (C) The parties executed a Letter Agreement dated September 15, 2004, relating to the restructuring of IFC's investments in, and waivers and concessions to, PriceSmart and its subsidiaries (the "Restructuring") and as a condition of the Restructuring the parties hereto entered into a Put Option Agreement dated September 20, 2004 (the "Original POA"). (D) IFC, with the agreement of PriceSmart, intends to dematerialize certain shares of the capital stock of PriceSmart in order that such shares can be held in uncertificated form, and such shares comprise the Option Shares (as defined below) hereunder. (F) The parties hereto desire to amend the Original POA to continue the Put Option (as defined below) in respect of uncertificated Option Shares. NOW, THEREFORE, the parties hereto hereby amend and restate the Original POA in its entirety as set forth above and below and agree as follows: ARTICLE I DEFINITIONS Section 1.01 DEFINITIONS. Wherever used in this Agreement, unless the context otherwise requires, the following terms shall have the following meanings: "Authority" means any national, supranational, regional or local government or governmental, administrative, fiscal, judicial, or government-owned body, department, commission, authority, tribunal, agency or entity, or central bank (or any Person, whether or not government owned and howsoever constituted or called, that exercises the functions of a central bank); "Option Period" means the period commencing on November 30, 2005 and ending on November 30, 2006; "Option Price" means, with respect to any Option Shares, twelve Dollars ($12.00) per share; provided, that the aggregate Option Price for the Option Shares shall be three million six hundred thousand Dollars ($3,600,000) notwithstanding any increases or decreases in the number the Option Shares as a result of stock splits, stock dividends, reverse stock splits, or similar adjustments on any Option Shares; "Option Shares" means the aggregate of: (i) all of the three hundred thousand (300,000) shares of common stock of PriceSmart owned by IFC as of September 20, 2004; (ii) all shares of PriceSmart received by IFC as a result of stock splits, stock dividends, reverse stock splits, or similar adjustments on any Option Shares; and (iii) all shares (of any company) received by IFC in exchange, replacement or substitution of any Option Shares; "Put Notice" means a written notice given by IFC to the Investor pursuant to Section 2.01(b), which shall set forth: (i) the number of Option Shares; (ii) the Settlement Date, such date to be not -2- less than thirty (30) days after the date of the relevant Put Notice; provided, that if the approval of any Authority is required for the purchase by the Investors of any Option Shares, such date shall be no more than thirty (30) days following date any such approval is granted; and (iii) the Settlement Place; "Put Option" means the option of IFC to sell to the Investor at the Option Price all or a part of the Option Shares pursuant to Section 2.01(a); "Section" or "Sections" means a section or sections of this Agreement; "Settlement Date" means the date specified in the relevant Put Notice for making payment for the Option Shares or, if the approval of any Authority is required for the Investor's purchase thereof, a date determined by IFC falling no more than thirty (30) days following the grant of any such approval; and "Settlement Place" means the place to be specified by IFC in the relevant Put Notice for any payments to be made and certificates, if any, representing Option Shares to be delivered in connection with any exercise of the Put Option under this Agreement. ARTICLE II THE PUT OPTION Section 2.01 THE PUT OPTION. (a) IFC shall have the option to sell all or part of the Option Shares to the Investor and, upon the exercise by IFC of such option, the Investor shall be obligated to pay at the Option Price, on the Settlement Date and at the Settlement Place, for all the Option Shares so sold by IFC. -3- (b) The Put Option may be exercised by IFC at any time or from time to time, and shall, in each case, be in respect of all or a part of the Option Shares, by delivery of a Put Notice within the Option Period. (c) Upon receipt of a Put Notice, the Investor shall, on or prior to the relevant Settlement Date (which, for the avoidance of doubt, need not occur within the Option Period) deposit the Option Price with its broker with irrevocable instructions to transmit the Option Price in Dollars, in immediately available funds, to IFC pursuant to written wire instructions provided by IFC. Upon receipt of the Option Price as provided in the preceding sentence, IFC shall deliver to the Investor the certificate or certificates, if any, representing the relevant Option Shares, duly endorsed, or accompanied by appropriate stock powers duly endorsed, for transfer thereof to the Investor or, if such Option Shares are uncertificated, appropriate instrument(s) of transfer, duly executed, for transfer thereof to the Investor. Section 2.02 RIGHT OF TRANSFER. Without prejudice to any remedies available to IFC under this Agreement or otherwise, and notwithstanding any other provision of this Agreement, in the event that, after IFC shall have delivered a Put Notice during the Option Period to the Investor, the Investor shall fail to pay in full, as herein provided, for all of the Option Shares included in such Put Notice, IFC, at its sole discretion, not earlier than ninety (90) days after the Settlement Date, shall be free to sell, transfer or otherwise dispose of any or all of such Option Shares, provided, however, that the Investor shall remain obligated to pay to IFC the Option Price, but reduced by an amount equal to the proceeds, if any, from such sale, transfer or disposition by IFC. Section 2.03 OBLIGATIONS IRREVOCABLE. The obligations of the Investor under this Agreement are firm and irrevocable and shall not be terminated, suspended or affected in any manner by the deterioration of PriceSmart's financial situation, the interruption of PriceSmart's operations, the insolvency of PriceSmart, the filing of any bankruptcy procedure or any similar procedure against PriceSmart or any other circumstances whatsoever. Section 2.04 IFC'S RIGHT. Notwithstanding any provision in this Agreement to the contrary, in the event any Authorization which is required for the sale by IFC of any of the Option Shares to the Investor is not granted within six (6) months from the date any such Authorization is requested in writing IFC may sell any or all the Option Shares to a third party in accordance with applicable law. -4- ARTICLE III REPRESENTATIONS AND WARRANTIES Section 3.01 REPRESENTATIONS AND WARRANTIES. The Investor hereby represents and warrants to IFC that, as of the date of this Agreement: (a) DUE INCORPORATION AND ORGANIZATION. It is a limited liability company duly formed and validly existing - under the laws of the State of California and has the power to enter into, and comply with its obligations under, this Agreement. (b) AUTHORIZATION. All action on the part of the Investor necessary for the authorization, execution and delivery of this Agreement and the performance of all obligations of the Investor hereunder has been taken, and this Agreement has been duly executed and delivered by the Investor and constitutes a valid and legally binding obligation of the Investor, enforceable in accordance with its terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors' rights generally, and (ii) the effect of rules of law governing the availability of equitable remedies. (c) NO CONFLICT. The execution, delivery and performance of this Agreement does not violate or exceed its powers or contravene (i) any provision of any applicable law, regulation, decree or order to which it is subject, (ii) any provision of its statutes or constitutive documents, or (iii) any provision of any mortgage, deed, contract, agreement or other instrument to which it is a party, or which is binding upon it or any of its assets. (d) PURCHASE FOR OWN ACCOUNT. The Option Shares to be purchased by the Investor hereunder will be acquired for investment for the Investor's own account, not as a nominee or agent, and not with a view to the public distribution thereof within the meaning of the United States Securities Act of 1933 (the "1933 Act"), and the Investor has no present intention of selling or otherwise distributing the same, except in compliance with the requirements of, or pursuant to a valid exemption from, the 1933 Act. The Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Option Shares. The Investor has not been formed for the specific purpose of acquiring Option Shares. -5- (e) ACCREDITED INVESTOR STATUS. The Investor is an "accredited investor" within the meaning of Regulation D promulgated under the 1933 Act. By reason of its business and financial experience, sophistication and knowledge, the Investor is capable of evaluating the risks and merits of the investment made pursuant to this Agreement. The Investor confirms that it is able (i) to bear the economic risk of this investment, as well as other risk factors as more fully set forth in publicly available documents relating to PriceSmart, (ii) to hold the Option Shares for an indefinite period of time, and (iii) to bear a complete loss of the Investor's investment; and the Investor represents that it has sufficient liquid assets so that the illiquidity associated with this investment will not cause any undue financial difficulties or affect the Investor ability to provide for its current needs and possible financial contingencies. (f) RESTRICTED SECURITIES. The Investor understands that the Option Shares are characterized as "restricted securities" under the 1933 Act inasmuch as they are being acquired in a transaction not involving a public offering and that under the 1933 Act and applicable regulations thereunder such securities may be resold without registration under the 1933 Act only in certain limited circumstances. In this connection the Investor represents that it is familiar with Rule 144 of the U.S. Securities and Exchange Commission, as presently in effect, and understands the resale limitations imposed thereby and by the 1933 Act. The Investor understands that IFC is under no obligation to register any of the securities sold hereunder. (g) DUE DILIGENCE AND NO SOLICITATION. The Investor has had a reasonable opportunity to conduct comprehensive due diligence and to ask questions of and receive answers from PriceSmart and its officers, and all such questions have been answered to the full satisfaction of the Investor. At no time was the Investor presented with or solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement or any other form of general solicitation or general advertising. (h) LEGENDS. It is understood that the certificates, if any, evidencing the Option Shares will bear the legends set forth below: (i) THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER TEE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR -6- RESOLD) EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. (ii) Any legend required by the laws of the State of California, including any legend required by the California Department of Corporations. PROVIDED, that any such legend may be removed from the Option Shares in accordance with applicable law. ARTICLE IV MISCELLANEOUS PROVISIONS Section 4.01 SHARE CERTIFICATES: IFC REPRESENTATIONS. (a) IFC shall, on the Settlement Date or as soon as practicable thereafter but only after receipt of the Option Price, transfer to the Investor the relevant certificates, if any, representing the Option Shares in respect of which the Put Option was exercised, together with such instruments of transfer, if any, as shall be required under applicable laws to effect the transfer of such Option Shares, free and clear of liens, charges and encumbrances. (b) In connection with any transfer of Option Shares hereunder pursuant to the exercise of the Put Option, IFC shall not be required to make any representations or warranties other than (i) as to the due authority of any person executing any notice, share certificate, stock power or other instrument in connection with such transfer and (ii) that such Option Shares are free and clear of any lien, charge or encumbrance imposed or suffered by IFC. Section 4.02 NOTICES. Any notice or request required or permitted to be given or made hereunder shall be in writing. Such notice or request shall be deemed to have been duly given or made when it shall be delivered by hand, airmail, or established courier service to the party to which it is required or permitted to be given or made at such party's address specified below, or such other address as such party shall have designated by notice to the party giving such notice or making such request. Notices may be sent by telecopier, however, any communication to be delivered to any party under this Agreement which is sent by telecopier will not constitute written legal evidence between the parties. -7- For the Investor: The Price Group, LLC 7979 Ivanhoe Avenue, Suite 520 La Jolla, CA 92037 Attn: Robert Price Facsimile: (858) 551-2314 For IFC: International Finance Corporation 2121 Pennsylvania Avenue, N.W. Washington, D.C. 20433 United States of America Attn: Portfolio Manager Global Manufacturing & Services Department Facsimile: (202) 974-4391 Section 4.03 SUCCESSORS AND ASSIGNS. This Agreement shall bind and inure to the benefit of the respective successors and permitted assigns of the parties hereto. The Investor may not assign or otherwise transfer all or any part of its rights and obligations under this Agreement without the prior written consent of IFC. Any purported assignment or transfer in violation of this Section shall be void. Section 4.04 APPLICABLE LAW AND JURISDICTION. (a) This Agreement is governed by, and shall be construed in accordance with, the laws of the State of New York, United States of America. (b) The Investor irrevocably agrees that any legal action, suit or proceeding arising out of or relating to this Agreement may be brought by IFC in the courts of the United States of America located in the Southern District of New York. By the execution of this Agreement, the Investor irrevocably submits to the non-exclusive jurisdiction of any such court in any such action, suit or proceeding. Final judgment against the Investor in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. (c) Nothing in this Agreement shall affect the right of IFC to commence legal proceedings or otherwise sue the Investor in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve -8- process, pleadings and other legal papers upon the Investor in any manner authorized by the laws of any such jurisdiction. (d) The Investor also irrevocably consents, if for any reason Investor is not present in New York, New York, to the service of such papers being made out of those courts by mailing copies of the papers by registered United States air mail, postage prepaid, to the Investor at its address specified pursuant to Section 4.02. In such a case, IFC shall also send by facsimile, or have sent by facsimile, a copy of the papers to the Investor. (e) Service in the manner provided in this Section 4.04 in any action, suit or proceeding will be deemed personal service, will be accepted by the Investor as such and will be valid and binding upon the Investor for all purposes of any such action, suit or proceeding. (f) The Investor irrevocably waives to the fullest extent permitted by applicable law: (i) any objection which it may have now or in the future to the laying of the venue of any action, suit or proceeding in any court referred to in this Section; (ii) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; and (iii) any and all rights to demand a trial by july in any such action, suit or proceeding brought against the Investor by IFC. (g) To the extent the Investor may be entitled in any jurisdiction to claim for itself or its assets immunity in respect of its obligations under this Agreement from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process or to the extent that in any jurisdiction that immunity (whether or not claimed) may be attributed to it or its assets, the Investor irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted now or in the future by the laws of such jurisdiction. (h) The Investor hereby acknowledges that IFC shall be entitled under applicable law, including the provisions of the International Organizations Immunities Act, to immunity from a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby brought against IFC in any court of the United States of America. The -9- Investor hereby waives any and all rights to demand a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement, brought against IFC in any forum in which IFC is not entitled to immunity from a trial by jury. (i) To the extent that the Investor may, in any suit, action or proceeding brought in any of the courts referred to in Section 4.05(b) or elsewhere arising out of or in connection with this Agreement, be entitled to the benefit of any provision of law requiring IFC in such suit, action or proceeding to post security for such costs of the Investor, or to post a bond or to take similar action, the Investor hereby irrevocably waives such benefit, in each case to the fullest extent now or in the future permitted under the laws of the jurisdiction in which such court is located. Section 4.05 IFC'S IMMUNITIES AND PRIVILEGES. Nothing in this Agreement shall be construed as a waiver, renunciation or other modification of any immunities, privileges or exemptions of IFC accorded IFC under its Articles of Agreement, international convention or any applicable law. Section 4.06 INDEMNIFICATION. The Investor shall indemnify, defend and hold harmless IFC, its officers, directors and employees against and in respect of any losses, claims, damages or liabilities (including legal or other fees and expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage or liability) to which IFC or any such persons may become subject under the 1933 Act or otherwise insofar as such losses, claims, damages or liabilities (or actions with respect thereto) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in this Agreement, or arise as a result of the granting or exercise of the Put Option or misrepresentation of a material fact contained in this Agreement. Section 4.07 SEVERABILITY. If at any time any provision of this Agreement shall be invalid, illegal or unenforceable in any respect under any law the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 4.08 FURTHER ASSURANCES. Each party shall afford to the other parties such co-operation, and shall execute such documents, at the request and cost of that party, as shall reasonably be required in order to give the party making the request the full benefit of the rights, powers and obligations under the terms of this Agreement. -10- Section 4.09 EFFECTIVE DATE. This Agreement shall become effective as of the date of amendment and restatement set forth above upon its execution by the last party to sign. [SIGNATURES ON FOLLOWING PAGE] -11- IN WITNESS WHEREOF, the parties hereto, acting through their duly authorized representatives, have caused this Agreement to be signed in their respective names as of the date first above written. THE PRICE GROUP, LLC By: /s/ Robert E. Price ------------------------------------- Name: Robert E. Price Title: Manager INTERNATIONAL FINANCE CORPORATION By: /s/ Stanley Greig ------------------------------------- Name: Stanley Greig Title: Manager, Global Manufacturing & Services Dep't. -12- -----END PRIVACY-ENHANCED MESSAGE-----