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Exhibit 10.4.1

AMENDMENT NO. 7

TO RESTATED CORPORATE JOINT VENTURE AGREEMENT

This amendment is effective the 10 th day of December, 2010, and is between Costco Venture Mexico (“CVM”) (formerly, “Price Venture Mexico,” a California corporation also known as “PRIMEX” in its own capacity and as the surviving entity in the merger between PRIMEX and The Price Company, a California corporation (“PRICE”)), and Controladora Comercial Mexicana, S.A.B. de C.V., a corporation organized under the laws of the United Mexican States (“CCM”), also known as “Comercial,” and is for the purpose of amending the Restated Corporate Joint Venture Agreement, dated February 15, 1995, between PRICE and PRIMEX on the one hand and Comercial on the other, as amended (the “Restated Joint Venture Agreement”).

The parties agree as follows:

 

1.

The definition of “Primex” and “Price” is superseded and amended to mean, everywhere such terms appear in the Restated Joint Venture Agreement, “Costco Venture Mexico” or “CVM”.

 

2.

The definition of “Price/Costco, Inc.” is superseded and amended to mean, everywhere such term appears in the Restated Joint Venture Agreement, “Costco Wholesale Corporation,” a Washington corporation, the surviving corporation in their merger.

 

3.

The definition of “Comercial” is superseded and amended to mean, everywhere such term appears in the Restated Joint Venture Agreement, “Controladora Comercial Mexicana, S.A.B. de C.V.” or “CCM.”

 

4.

The definition of “Shares” is superseded and amended to mean, everywhere such term appears in the Restated Joint Venture Agreement, “shares of capital stock of the Holding Company.”

 

5.

The definition of “Holding Company” is superseded and amended to mean, everywhere such term appears in the Restated Joint Venture Agreement, “Costco de México, S.A. de C.V.”

 

6.

The definition of “Management Agreements” is superseded and amended to mean, everywhere such term appears in the Restated Joint Venture Agreement, the surviving “Management Agreement,” dated February 15, 1995, as amended, between Costco Wholesale Corporation, a Washington corporation as the successor in interest of Price/Costco, Inc., formerly a Delaware corporation, and Costco de México, S.A. de C.V., as the successor in interest of its subsidiary Importadora Primex, S.A. de C.V., a corporation organized under the laws of the United Mexican States.

 

7.

The definitions of “Pricemex Group” and “Pricemex Group Companies” are superseded and amended to mean, everywhere such terms appear in the Restated Joint Venture Agreement, the Holding Company and its subsidiaries.

 

8.

The new definition “Trust Agreement” is added and shall mean everywhere such term appears in the Restated Joint Venture Agreement:

“That certain Irrevocable Management and Guaranty Trust Agreement dated December 10th, 2010 by and among CCM as Settlor and Third Place Beneficiary, CVM as First Place Beneficiary, Banco Invex, S.A., Institucion de Banca Multiple, Invex Grupo Financiero in its role as ALF Collateral Agent in benefit of the Lenders as Second Place Beneficiary, and Deutsche Bank Mexico, S.A., Institucion de Banca Multiple, Division Fiduciaria as Trustee.”

 

1


9.

The definition of “Change in Control Event” is superseded and amended to mean, everywhere such term appears in the Restated Joint Venture Agreement, as “Change in Control Event:”

“Means (a) the acquisition of CCM by another entity (other than a reincorporation for the purpose of changing CCM’s domicile) by means of merger, consolidation, share exchange or other form of entity reorganization in which the outstanding capital stock of CCM is exchanged for, converted into or cancelled in consideration of obtaining the right to receive securities or other consideration issued by or on behalf of the acquiring entity as a result of which the holders of the capital stock of CCM immediately, before such transaction or series of related transactions, do not hold at least a majority of the voting power and at least a majority of the outstanding securities of the surviving, resulting or acquiring entity after such transaction or series of related transactions in substantially the same proportions as held by the holders of capital stock of CCM immediately before such transaction or series of related transactions; or (b) a transaction or series of related transactions in which a Person, entity, or a group of related Persons acquires direct or beneficial ownership of shares representing more than thirty-five percent (35%) of the outstanding voting power of CCM; or (c) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by CCM of all or substantially all the assets of CCM, or the sale or disposition (whether by merger or otherwise) of one or more subsidiaries of CCM if substantially all of the assets of CCM are held by such subsidiary or subsidiaries; provided however, that for purposes of this definition, assets shall be deemed “substantially all” if they constitute or represent either of: (i) 60% of CCM’s consolidated asset value; or (ii) 60% of consolidated sales for CCM during the previous twelve months; or (d) a change in the composition of the board of directors of CCM during any two-year period such that the individuals who, as of the beginning of such two-year period, constitut


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