ex10-2.htm


    PUBLIC
DEED NUMBER

     

    ========(                   
)========== 

     

    WHEREBY,
the company PRICESMART PANAMA, S.A. enters into a Loan Agreement with THE BANK
OF NOVA SCOTIA, secured with the First Mortgage and Antichresis established on
Property No. 69971 P.H.,
Province
of
Panama.                                                                                                                                            

     

    
      Panama,
_______, ___,
2009

    

     

     

    In the
city of Panama, capital of the Republic and head of the Notary Circuit bearing
the same name, on , two thousand and nine (2009), before me, TANIA SUSANA CHEN GUILLEN,
Second Public Notary (Second Deputy) of the Circuit of Panama, with
personal identification card number four-two hundred and forty­four-six
hundred and fifty-three (4-244—653), personally appeared: BRENDA DE McCULLOUGH, female,
Panamanian, of legal age, married, banker, neighbor of the city of Panama, with
Identity Card Number eight—one hundred and sixty seven- five hundred and
ninety-two (8- 167-592), acting on behalf and in representation of THE BANK OF NOVA SCOTIA, a corporation
constituted and organized in accordance to the laws of Canada, authorized to do
business in the Republic of Panama, as evidenced in card S.E. zero zero one two
four (000124)of the Microfilm (Trade) Section of the Public Registry, in her
capacity as Legal Representative and General Proxy of such bank, authorized to
enter into this agreement as stated in card S.E. zero zero zero one two four
(000124), role sixty-two thousand eight hundred and fifty-five (62855), image
zero zero sixty-eight (0068) of the Microfilm (Trade) Section of the Public
Registry, who from here on in shall be referred to as THE BANK, on the one hand,
and, on the other, Mr. ERIC
TORRES, male, US citizen, of legal age, married, executive, resident of
the city of Panama, bearer of Passport
Number zero nine three nine zero four seven four six 093904746), stating that he
does not require an interpreter since he understands the Spanish language and is
acting on behalf and in representation of the company PRICESMART PANAMA, S.A.,
registered in the Public Registry under Volume eight hundred and
ninety-eight (898), folio two hundred and forty-one (241), entry one hundred and
two thousand four hundred and sixteen (102416) updated on Card three hundred and
eight thousand seventy-one (308071), Role forty-seven thousand six hundred and
seventy (47670), image sixty (60), of the Microfilm (Trade) section of the
Public Registry, duly authorized to enter into this agreement, as evidenced in
the minutes of the Shareholders meeting delivered for the formal registration of
this public deed in the records of the notary, and that from here on in shall be
referred to as THE DEBTOR,
individuals that I am acquainted with and request that I state the
following
in this Public Deed, as I do hereby proceed to do:

     

    I.
LOAN
AGREEMENT                                                                                                                                      

     

    FIRST (Loan sum): THE BANK
states that on this date it has granted THE DEBTOR a loan for the sum of TEN
MILLION DOLLARS (us$10,000,000.00) if the official currency of the United States
of America, sum which THE DEBTOR may make use of by means of a sole (1)
disbursement, as soon as all the preceding conditions, stated further
on in this public deed, have been satisfied.  THE DEBTOR hereby states
that the sum received as a loan shall be used to finance debts
between affiliate companies. 

                                                                                             

    SECOND
(Interests): THE DEBTOR
is hereby compelled to pay THE BANK, on a monthly basis,
interests based on an annual rate calculated on the owned balances resulting
from adding four percentage
points (4%) to the
"London Interbank Offered Rate"("LIBOR") quoted for
thirty
(30) calendar day periods, the minimum rate being set at seven point five percent (7.5%).
THE DEBTOR agrees and accepts that the sums indicted by THE BANK as owned
for the concept of interests shall be held as precise, settled and payable. THE
BANK shall establish the rate as per that already stated, with the regularity or
frequency that THE BANK considers convenient, at its sole discretion. THE DEBTOR shall likewise
authorize THE BANK so
that, upon receiving any payment with regard to the obligations hereby
undertaken in favor of THE
BANK, such may ascribe the payment, freely and at its full discretion, to
the payable interests. It is hereby determined that in the event of a judicial
enforcement, the minimum interest rate adjustable by THE BANK, payable as of the
date on which the demand is submitted, shall be eighteen percent (18%) .
It is hereby agreed that, exclusively for the effects of article one thousand
five hundred and ninety-four (1594) of the Civil Code, the interest rate shall
in no event be less than seven
point
five percent
(7.5%).                                                                                                                                           

     

    It is
hereby agreed that THE BANK
may vary the differential
or percentage of interests charged, as many times as it considers convenient,
based on the LIBOR rate mentioned above,

    whether
to increase or decrease such rate. In the event of an increase or decrease to
the referenced differential, as per that previously stated, THE BANK shall inform THE DEBTOR of the new
differential
and, if within a term of ten (10) calendar days following the remittance of such
communication, THE DEBTOR
does not state its disagreement in writing, such differential shall be
accepted and effective as of the date on which it is indicated by THE BANK. If, on the contrary,
a party of THE DEBTOR
states its disagreement with such differential, then the entire debt
shall be considered to have expired and THE DEBTOR shall be compelled
to cancel
the obligation within sixty (60) calendar days following such statement. It is
also likewise agreed that if due to circumstances affecting the financial
markets of Panama or London, THE BANK
is unable to obtain LIBOR rate quotes, or if it is economically detrimental or
impossible for THE BANK, at its sole discretion, to continue using such quote at
the established interest rate to be paid for by THE DEBTOR on the sums owed to
THE BANK by virtue of this loan, then THE BANK shall notify THE DEBTOR of such
event, and THE DEBTOR and THE BANK, as of the date of such notice and for a
fifteen (15) calendar day period shall, in good faith, negotiate with the aim of
finding an alternate source that is mutually acceptable to the parties as a
basis to establish the interest
rate applicable to this loan. 

     

    
      If THE DEBTOR and THE BANK reach an agreement
regarding the use of an alternate source as a basis to establish the interest
rate applicable to this loan, such rate shall be applicable after the before
mentioned fifteen (15)
calendar days have elapsed. If, on the contrary,the parties are
unable to reach an agreement regarding the referred to alternate
source, then THE BANK shall indicate the new interest rate applicable to this
loan, which shall be effective as of the end of the before-mentioned fifteen
(15) calendar day period and in the event that THE DEBTOR states its
disagreement with such new rate, then the entire debt shall be considered to
have expired and THE DEBTOR shall be compelled to cancel the obligation within
sixty (60) calendar days following its statement, in which event THE BANK shall
not charge THE DEBTOR the early payment penalty.— In the event that THE BANK
should receive a request from THE DEBTOR, in writing, to turn the loan interest
rate into a fixed rate, THE BANK, within a term of ten (10) calendar days
following the request,
must send the rate proposed by THE BANK.

    

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    Should
THE DEBTOR
accept such proposal, the modifications necessary to correct this Agreement
shall be made, so as to reflect the fixed rate agreed on by the parties.
Accepting or rejecting the proposal by THE BANK shall be at the complete
discretion of THE DEBTOR. In the event that THE DEBTOR does not accept the new
fixed rate proposed by THE BANK, it shall then have the option of continuing
with the rate that was agreed on and applied to this loan.- For the purposes of
calculating interests, the number of calendar days that have elapsed shall be
taken into account and one (1) three hundred and sixty
(360) day year shall be used asa basis. THE DEBTOR is compelled
to make the first of such interest Payments as of a thirty (30) calendar day
period following the effective date of the disbursement of the loan and the
other payments on the same day of each of the following months, until the debt
has been fully repaid.

     

    Additionally,
THE DEBTOR is compelled to pay THE BANK the state rate applied to the Special
Interest Compensation Fund (FECI for its initials in Spanish) on the dates and
by means of the method agreed on for interest payment, interest rate the
represents an additional one percent (1%)with regard to the agreed on interest
rate and that may be adjusted according to the criteria of the government
of the Republic of Panama.It is hereby expressly agreed
that, in the case of delayed payment, THE BANK may credit the
payable interests to the payable loan capital so that new interests are earned
from such along with the capital, without prejudice to the right of THE BANK to
declare such as an overdue loan. 
Exclusively and for the effects of that provided
by Agreement number three-two thousand and two (3-2002), dated March
twenty-seven (27), two thousand and two (2002), issued by the Bank
Superintendency, the parties hereby state that the effective interest rate
presently produced with regard to this Agreement
is seven point six thousand two
hundred and fifty-four percent (7.6254%), calculated
upon prorating the organizing commission of one point twenty-five percent
(1.25%) between the ten (10)year term of this loan producing an annual total of
zero point one hundred and twenty-five percent (0.125%) to which, in turn, the
minimum currently applicable interest rate of seven point fifty percent (7.50%)
is applicable. The LIBOR rate plus four percent (4%) shall be used when the
total interest rate (that is to say, the LIBOR plus 4%) turns out to be greater
than seven point fifty percent
(7.50) . It is hereby understood that the effective
rate will vary in the event that any of the elements used to
calculate such should vary. It is
hereby understood that the prepayment of this loan shall not be subject to the
early payment penalty. 

     

    THIRD (Payment Term and Method): THE
DEBTOR is hereby compelled to pay THE BANK the entire owed sum,
that is to say, the sum of TEN
MILLION DOLLARS
(US$10,000,000.00) in the official currency of the United States of
America, plus the interests and FECI stipulated in the previous clause, within a
term of five (5) years,
renewable at the exclusive option of THE BANK, for one (1) additional
five (5) year period, following the effective date corresponding to the
disbursement of the loan, according to the books of THE BANK, by means of FIFTY-NINE (59) monthly,
consecutive payments of capital for a sum of no less than EIGHTY-THREE THOUSAND THREE HUNDRED
AND THIRTY-THREE DOLLARS
AND THIRTY-THREE CENTS (US$83,333.33), in official
currency of the United States of America, each, plus interests and FECI, and the
first of such payments must be made as of a period of thirty (30) calendar days
following the effective date of the disbursement of the loan, plus a final
payment for the sum that appears as payable by THE DEBTOR, as per the books of
THE BANK, on
the date in which, in accordance with that provided in this clause, the term of
five (5) years, renewable at the option of THE BANK
for one (1) additional five  (5) year period, is fulfilled.
In any
event, the entirety of the sums that appear as payable by THE
DEBTOR for the concept of capital and interests due, commissions or any other
reason, according to the books of THE BANK, must be fully paid for upon the
expiration of the five (5) year term
set out in this clause. However, if THE BANK has not claimed payment of the owed
balance to THE DEBTOR, in writing, fifteen (15) calendar days before the
expiration of such term, the expiration date shall, tacitly, be construed to
have been extended for an
additional five (5) years and THE DEBTOR, during such extended period, shall
continue making the monthly and consecutive payments to capital, each for a sum
of no less than EIGHTY-THREE
THOUSAND THREE HUNDRED
AND THIRTY-THREE DOLLARS AND THIRTY-THREE CENTS (US$83,333.33) in the
official currency of the United States of
America, plus interests and FECI. Every payment that must be made by THE DEBTOR
to THE BANK, according to this agreement, shall be made in cash at the
headquarters of THE BANK, in the city of Panama, Republic of Panama, or at the
place indicated by THE BANK to THE DEBTOR. It is hereby understood that THE
DEBTOR may make extraordinary Payments towards its debt on the interest payment
dates,
notifying THE BANK, seven (7) calendar days beforehand, and such shall only be
applied to the expiration of the payments agreed on in this clause in the
inverse order. Extraordinary payments made in this way shall be ascribed to the
interest payment pending payment
at that time, if such exist, and, if that were not the case, to the capital, and
it is agreed that such extraordinary payments shall not free THE DEBTOR from its
obligations to make the payments
agreed on in this clause.In the case of delays in the payment
of capital, or interests, THE BANK, without requiring notice or demand for
payment, shall have the right to charge minimum interests on payment in arrears
at an annual rate of eighteen percent (18%), calculated as of the date on which
such payment expires until the full and complete payment of such. Likewise and
without detriment to the charge for payment of interests in arrears, in the
event of delays in payments to capital, or to interests, THE BANK may charge an
administrative management fee, which shall be estimated according to the
criteria approved by THE BANK,
and shall not exceed the standard of the Panamanian banking market for such
effects, and such, among others, may include
the sum in arrears and the timeduring which the payment
has been
delinquent.                                                                                                         

     

    FOURTH:
(Commission) THE DEBTOR is compelled to pay THE BANK, for the concept of
an organizational commission, the sum of ONE HUNDRED AND FIFTY-FIVE THOUSAND
DOLLARS (US$155,000.00), in official currency of the United States of America,
of which THE BANK accepts to have received the sum of FIFTY THOUSAND DOLLARS
(US$50,000.00) in official currency of the United States of America, and
therefore to date the pending payable balance for the concept of the
organizational commission equals ONE HUNDRED AND FIVE THOUSAND DOLLARS
(us$105,000.00) in official currency of the USA, and the remainder must be
covered as follows: Fifty percent (50%) must be paid upon the signing of the
Offer Letter and the other fifty percent (50%) upon the signing of this public
deed.

     

    
      II.
SETTING UP GUARANTEES AND GENERAL CONDITIONS FIRST (Mortgage and Antichretic):
THE DEBTOR states that to secure the
payment of TEN MILLION DOLLARS (us$10,000,000.00) in official currency
of the United States of America, received as a loan as per thatprovided
in this Agreement, plus interests, FECI, costs, collection
expenses and expenses of any other nature that may arise,
whether judicial or extrajudicial,and to also ensure the fulfillment
of each and every one of the other obligations undertaken by THE DEBTOR to THE
BANK, THE DEBTOR hereby establishes a FIRST MORTGAGE AND ANTICHRESIS
for a sum of up to TEN MILLION DOLLARS (US$10,000,000.00) in official
currency of the United States of America, plus interests, costs, and expenses,
on property number SIXTY-NINE
THOUSAND NINE HUNDRED AND SEVENTY-ONE (69971),

      Code
eight thousand seven hundred and five (8705), registered in Volume one thousand
six hundred and ninety-one, Folio three hundred and one (301), of the Property
Division, Province of Panama, of the Public
Registry (from here on in THE
MORTGAGED PROPERTY). 

    

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    It is
hereby established that the mortgage constituted herein taxes any current or
future betterments that may be introduced or built on THE
MORTGAGED PROPERTY,as well as accessions, pending fruits, rents
resulting from THE MORTGAGE, the among of the indemnifications granted to THE
DEBTOR by the Insurers of the MORTGAGED PROPERTY or by virtue of expropriation
by the State and shall, also, be extended to all the other objects determined or
to be
determined by law.By virtue of the antichresis, the rents resulting
from THE MORTGAGED PROPERTY shall be taxed in favor of THE BANK,
rent that THE BANK may, as of the time that THE DEBTOR falls in arrears or does
not fulfill any of its obligations, may take with the object of applying such
rent to the payment of interests and
remaining capital owed. In the event that THE DEBTOR
should incur in delays or not fulfill any of its obligations, THE BANK may at
any time appoint the administrator(s) it considers appropriate, without
requiring the approval of THE DEBTOR.In
this event, the net product of the rents produced by THE
MORTGAGED PROPERTY, after paying all the administrative expenses,
shall be applied to the payment of interests and the remaining sum to the
payment of capital, as previously stated. Should it prefer, THE BANK may leave
THE DEBTOR in charge of the antichretic administration of THE MORTGAGED
PROPERTY, and such DEBTOR from this moment on is compelled, in such event, to
render accounts
to the satisfaction of THE BANK.   

     

     SECOND (Exercising
the Antichresis): THE BANK, when it considers it convenient, may
judicially or extra judicially request that the antichresis become effective,
delivering the possession of the mortgaged property to such for its
administration, without needing to file a mortgage enforcement action, but
without detriment to the subsequent execution of such action. Likewise, after
the mortgage enforcement action is established, THE BANK may request to be in
charge of the administration of the mortgaged property that has been given in
antichresis, requesting to be granted possession of such,
while the judicial sale is verified. In any of the events contemplated in this
clause, the Judge shall consent to such without a hearing from the enforced
party, since THE DEBTOR expressly waives all notice of judicial notification
with regard to such. For the appraisal effects of the mortgaged property, when
THE BANK requests the administration, that value established by THE BANK for
this purpose according to the appraisals carried out by an independent appraiser
chosen by THE BANK, in good faith and for such purpose, shall be held as the
fair value for such properties. It is
hereby established that as long as THE BANK exercises its right to antichresis
and the other rights referred to in the previous clause, THE BANK or the person
appointed by such to administrate
THE MORTGAGED PROPERTY, shallexercise the rights deriving
in favor of THE DEBTOR asthe owner of the MORTGAGED PROPERTY. 

       

     THIRD (Ownership
right limitation): THE DEBTOR agrees not to tax, nor sell, rent, exchange
or in any other way fully or partially transfer THE MORTGAGED PROPERTY without
obtaining the prior consent of THE BANK granted in the same deed in which the
sale, lease or encumbrance
transaction is carried out. These prohibitions, through
the agreement of the parties, constitute a limitation regarding the ownership of
THE MORTGAGED PROPERTY in this agreement and the parties request the special
corresponding marginal annotation from the Public Registry sine only with the
express consent
of THE BANK may THE DEBTOR tax, sell,lease, exchange or in any way
transfer THE MORTGAGED PROPERTY.

     

     FOURTH
(Maintenance, Inspection and
Depreciation of the Mortgaged Property):
THE DEBTOR is compelled to maintain THE MORTGAGED PROPERTY in good
service conditions so that its value does not decrease, and THE BANK holds the
right and is expressly authorized to inspect such, as long as it considers it
convenient and without interrupting operations or the enjoyment of ownership by
THE DEBTOR and the tenants of THE DEBTOR, so as to establish its conditions and
determine if the obligations undertaken by THE DEBTOR in this agreement are
sufficiently secured. for which purpose THE BANK may request the updated
appraisal whenever it considers it necessary. If THE MORTGAGED PROPERTY suffers
depreciation, damage or deterioration to such a degree that, in the opinion of
THE BANK, it does not satisfactorily cover the obligations of THE DEBTOR, THE
BANK, in addition to becoming directly in charge of the antichretic
administration of such property or entrusting the antichretic administration of
such property to a third party, may proceed with summary
proceedings for collection for the loan to become effective,
except if THE DEBTOR should offer another additional guarantee
that satisfies THE BANK.

     

    FIFTH
(Fire Insurance):  THE DEBTOR is compelled to keep THE
MORTGAGED PROPERTY insured by an Insurance Company acceptable to THE BANK
against fire risks, with a catastrophic coverage extension and shall transfer
the right to compensation that the insurance company must pay in the event of a
loss to THE BANK ; for such effect, THE DEBTOR, by means of adding the
corresponding mortgage creditor endorsement, shall endorse and immediately
deliver to THE BANK those documents that in the opinion of THE BANK e3vidence
that the insurance policy has been duly endorsed and/or renewed as required by
this Agreement. It is hereby understood that the insurance policy subscribed by
THE DEBTOR, in addition to covering the MORTGAGED PROPERTY, covers other insured
assets that are not part of this loan, therefore, THE DEBTOR shall deliver a
copy of the respective insurance policy to THE BANK. The Insurance policy
shall be
for one hundred percent (100%)of the value corresponding to
improvements, as long as such percentage covers the balance of the loan
reflected in the books of THE BANK.In the event that, according
to the documents received by THE BANK as per that stipulated in this clause, the
insurance policy expires before the entire sum owed to THE BANK is paid off,
then THE DEBTOR shall be compelled to deliver to THE BANK, before any
expiration, the documents
that in the opinion of THE BANK evidence that the insurance
policy has been renewed. Likewise, as long as THE BANK, in its opinion,
considers it necessary, it shall pay the premium(s) to keep the fire insurance
policy with a catastrophic coverage extension referred to in this clause in
effect or shall subscribe a fire insurance policy, with a catastrophic coverage
extension,
for the sum of the loan, naming THE BANK as the beneficiary
of such and, in either event, THE BANK shall charge that incurred in for the
concept of premiums to the debt of the DEBTOR, at the interest rate in effect in
this loan, in which case the sums paid by THE BANK shall be in any event secured
with the mortgage. In the event of a loss, THE BANK shall have the right to
receive the insurance value Applied to the payment of the sum appearing as
Payable by THE DEBTOR, as per that stated in the books of THE
BANK.  It is hereby set out that if the product of the insurance
doesnot suffice for this purpose, THE DEBTOR shall immediately
pay the payable balance. If, on the contrary, a balance
in favor of THE DEBTOR should exist, such shall be delivered to THE DEBTOR, as
may be the case. Noncompliance by THE DEBTOR of any of the
obligations stipulated in this clause shall cause the expiration of the loan
term and give THE BANK
the right to require the immediate payment of the full owed sum.


     

    SIXTH (Currency and
payment site): All Payments for the concept of capital, interests or any
other concept to be made by THE DEBTOR to THE BANK, as per this document, shall
be made in US Dollars, the official currency of the United States of America, at
the headquarters of THE BANK in the city of Panama, Republic of Panama
(or at
another branch or offices of THE BANK or at the site indicated
from time to time by THE BANK to THE DEBTOR), free of any deduction
or charge of any nature.In the event that the payment date of
some of the Payments to capital or interests fall on a non bank
workday, payment shall
be made on the first following workday. 

     

    SEVENTH
(Representations and Guarantees):  THE DEBTOR,
hereby represents and guarantees the following
to THE BANK: A. To be a duly organized and existing
corporation according to the laws of the Republic of Panama. b.-
To be fully capable of entering into this agreement
and fulfilling its obligations under such agreement. 

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    c. That
the entering into and compliance with this
agreement by THE DEBTOR has been duly authorized by all THE DEBTOR'S necessary
corporative shares and such authorization is in effect. 

     

    d.- That
the entering into and
compliance with this Agreement by THE DEBTOR does not contravene, or constitute
an event of noncompliance under (i) its articles of incorporation, (ii) any law,
decree or regulation, or (iii) any
material agreement to which THE DEBTOR is a party.

     

    e.- That no
consent, approval, license, authorization of validity whatsoever is required
from any court, administrative agency, commission or other government or public
agency of the Republic of Panama or any of its political divisions or any other
country, with regard to the execution and compliance of this agreement by THE
DEBTOR.

    
    

    f.- That the
obligations undertaken by THE DEBTOR by virtue of this agreement are legal,
valid and enforceable, as per its respective

    terms and
conditions.                                                                                                

     

    g. That
THE DEBTOR is duly capable, according to all the applicable laws, decrees,
regulations, agreements and provisions, and have all the authorizations,
license, permits, consents, grants or similar resolutions from the respective
national,state, provincial or municipal authorities
of the Republic of Panama or any other country, that
are relevant to perform their business and operations.                                         

     

    h.- That
all the historic information provided by THE DEBTOR to THE BANK with regard to
this agreement, including the financial statements of THE DEBTOR, is correct and
true in all the important aspects. 

     

    i.- That
to the date of
this agreement, no substantial adverse change in the businesses,
the financial situation or operationsof THE DEBTOR have
occurred.                                                                                                              

     

    j.- That
to the date of this agreement no judicial or administrative action of which THE
DEBTOR is a party exist, that may have any substantial adverse effect on the
financial situation of THE DEBTOR or that may in any substantial or adverse way
affect the effectiveness of this agreement or the capacity of THE DEBTOR to
fulfill its obligations under this agreement. 

     

    k.-
That to
the date of this agreement no sequestration, embargo or other precautionary
measure exists against THE DEBTOR, that may have any substantial adverse effect
on the financial situation of THE DEBTOR or that may in any substantial or
adverse way affect the effectiveness of this agreement or the capacity of THE
DEBTOR to fulfill
its obligations under this agreement. 

     

    1. - That
to the
date of this agreement no pending sentence, order, resolution, prohibition, fine
or penalty exists against THE DEBTOR that may
have a substantial adverse effect on the financial situation
of THE DEBTOR, or that may substantially or adversely affect the validity of
this agreement or the capacity of THE DEBTOR to fulfill its obligations under
this Agreement. 11.- That to the date of
this agreement, THE DEBTOR has not incurred in any significant
noncompliance of any law, decree, rules or regulation of the
Republic of Panama or any other
country.                                                                                                                                           

     

     m.
That to the date of this agreement, THE
DEBTOR has truly and fully presented all the statements and reports referring to
taxes, rates, duties and contributions, whether national, municipal or of any
other nature that may fall on THE DEBTOR or its property and assets, as per that
required by the applicable laws and regulations of the Republic of Panama.


     

    n—That
to the
date of this agreement, THE DEBTOR is up to date on the payment of all duties,
rates, taxes and other contributions of a similar nature, whether national,
municipal or of any other nature, that may fall on THE DEBTOR, its properties or
its assets or any part of such, except for those taxes being disputed, in good
faith, through the appropriate procedures and for which appropriate reserves
are
kept.                                                                                                                                          

     

    ñ.- That
to the date of this agreement, THE DEBTOR is up to date with
its obligations regarding the Social Security Institute, except
for those obligations that are being disputed,in good faith,
through the appropriate procedures and for which appropriate reserve
is
kept.                                                                                                                                          

     

    EIGHTH
(Conditions Prior to Disbursement):  It is hereby expressly
understood that before the disbursement deriving from this agreement, it is
necessary for the following preceding acts or
events to
take place: 

     

    a. That
THE
DEBTOR submit to THE BANK an appraisal in a format and content satisfactory to
THE BANK, confirming the estimated market value of the land to be mortgaged,
that is to say SIXTEEN MILLION DOLLARS (us$165,000,000.00)
in official currency of the United States of America; 

     

    b. That
THE DEBTOR submit to
THE BANK the corporate resolutions required to authorize the entering into of
the agreement contained in this public deed and the
establishment of its guarantees as well as the authorization
for the individual to sing the agreementand its guarantees 

     

    c.
That this
agreement be entered into in a manner acceptable to THE BANK;--

     

    d. That no
grounds for Early Expiration are set out in this agreement:-

     

    e. That no
substantial adverse change in the business, the financial situation or
operations of THE DEBTOR or its subsidiaries has occurred; or if any financial,
political or economic situation, whether national or international, should occur
giving THE BANK fundamental reasons to conclude that THE DEBTOR will be unable,
or incapable, or complying with or observing the normal course of its
obligations under this agreement;

     

    f- That
as of the date on which the last financial statement of THE DEBTOR was delivered, such
have not incurred in any substantial loss whatsoever, nor in any additional
obligation that may substantially and adversely affect the financial situation
of THE DEBTOR;

     

    
      
        
        

      

      
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    NINTH
(Affirmative Obligations): Except in the case that THE BANK shall
otherwise expressly and in writing so authorize, and until THE DEBTOR has fully
and completely fulfilled all the obligations undertaken or to be undertaken
through this means, THE DEBTOR is additionally
compelled to do the
following:                                                                                                                                           

     

    a.
Provide THE BANK, one
hundred and twenty (120) calendar days
after the end of each fiscal year, at the latest, the consolidated and audited
financial statements of the companies conforming the PriceSmart, Inc. group and
non consolidated statements
ofTHE DEBTOR and its
subsidiaries and affiliates corresponding
to such period, all in accordance with the US GAAP (“Generally
Accepted Accounting Principles- United States”).

     

    b. To
provide THE BANK with a non audited copy of the consolidated financial
statements of the corporations conforming the PriceSmart, Inc. group and
nonconsolidated statements of THE DEBTOR, its subsidiaries and affiliates,
forty-five (45) calendar days
after the end of each quarter, at the latest.  

     

    c.
Notify THE
BANK, immediately and in writing,of any event or situation
that may affect the fulfillment of its obligations. ----

     

    d.
Provide THE BANK any
other financial information that it may require at any time. 

     

    e. Pay
all the taxes, rates and other contributions of an
analogous nature on when such are
due.                                                                                                                                          

     

    f. Pay
all its Social Security obligations. 

     

    g. Comply
with all
the applicable and material laws, decrees,rules and regulations.                                                                                                                                           

     

    h. Keep
all authorizations, licenses, permits,
consents, grantsor similar resolutions issued in its favor by
the respective Panamanian authorities, whether national state, provincial or
municipal, or of any other country, that are necessary of important to do
business and perform its operations, in effect
and up to date. 

     

    i. Keep
it commitments
with third parties up to date.

     

    j. Submit
a duly signed Quarterly Compliance Certificate to THE BANK within forty-five
(45) calendar days following the end of each quarter.
The Quarterly Compliance Certificate must include calculations of the Financial
Situations, as well as a statement signed by the General Manager indicating that
THE DEBTOR is of is not
fulfilling the loan
conditions.                                                                                                                                          

     

    k. THE
DEBTOR shall employ its best efforts so that the bank
accounts and services of THE DEBTOR are managed through THE BANK.

     

    1. THE
DEBTOR shall employ its best efforts so that the company PriceSmart, Inc.
irrevocably and unconditionally subordinates the current and future accounts
payable held in favor of THE DEBTOR, that are not related to the financing of
the current assets, such as
inventories,accounts receivable and other current assets, in favor of
THE BANK.

     

    m. THE DEBTOR hereby irrevocably
and unconditionally hands over the lease rental derived from the Lease
Agreements that THE DEBTOR enters into with third parties on the commercial
spaces located within their properties, in the Republic of Panama, in favor of
THE BANK. n. Notify THE BANK in the event that THE DEBTOR is sued for a sum of
more than ONE MILLION DOLLARS (us$1,000,000.00), in official currency of the
United States of America, and if the lawsuit is covered by the insurance policy
covering the defense and indemnification for up to such sum.

     

    TENTH
(Non-affirmative Obligations): Except with the prior and written
authorization of THE BANK, and until THE DEBTOR has fully and faithfully
fulfilled all the obligations undertaken or to be undertaken by this means, THE
DEBTOR is compelled not to carry out any of the following acts or transactions
without obtaining the prior
written consent of THE
BANK:                                                                                                                                           

     

    a. To be
dissolved.                                                                                 

     

    b. To be
merged or
consolidated.                                                                                                                   

     

    c.
Change its share structure. 

     

    d.
Perform
modifications regarding the nature of its operations.

     

    e. Pay
dividends, provide loans to its executives, shareholders,
affiliates and/or subsidiaries or perform any other form of distributions of its
profits, unless all the obligations of THE DEBTOR are up to date regarding
payment and the fulfillment of all the
conditions it maintains with THE
BANK.                                                                                                                                           

     

    f. To
perform important modifications to the
policies and procedures of the
company.                                                                                                                                           

     

    g.
To incur in or be in noncompliance with regard to its
obligations
with suppliers, affiliates and related companies, as well as their tax
obligations. 

     

    
      
        
        

      

      
        5

        
          

        

      

      h. To
ensure and endorse
future third party obligations,including those of the affiliates
and/or subsidiaries, except for those deriving from the

    

    normal
line of business. 

     

    i. To
enter into loan facilities
without obtaining prior due authorization from the BANK

     

    j. To enter
into loan facilities with other financial institutions in conditions that are
more favorable than those granted to THE BANK in this public deed. In the event
that this should occur, THE DEBTOR commits to providing THE BANK with additional
guarantees so that this loan is in equal of better conditions than the other
financial institions.

     

    k. Sell,
lease, exchange, mortgage, pawn or in any way transfer or tax its
assets                                                                                                                                           

     

    ELEVENTH
(Financial Status): While this loan is in effect and until it
is paid for in its entirely, THE DEBTOR is compelled to: 

     

    The
Financial Debt relation with EBITDA (Profits prior to interests, taxes,
depreciation, repayment and any other expense proceeding from the head office
that does not represent a cash outlet) shall be a maximum of three point zero:
one point zero (3.0:1.0) at any time, calculated quarterly and annually, taking
the last twelve months as a basis. For such effects, the total Financial Debt
shall be understood as the sums originated by the bank undertakings, bonds,
overdrafts, and other liabilities generating the payment of interests, excluding
any debt subordinated
to this agreement b.
The
EBITDA relation (Profits before interests, taxes, depreciation, repayment and
other expense proceeding from the head office that does not represent a cash
outlet)/monetary portion of the long-term debt plus
interests must be greater than or equal to two point five: one point zero
(2.5:1.0), calculated quarterly and annually, taking
the last twelve months as a basis. c. THE
DEBTOR must at all times reflect a tangible
net capital (The Company Capital minus intangibles and accounts receivable to
related and affiliated companies plus the subordinated debt) greater than or
equal to TWENTY-SEVEN MILLION DOLLARS (US$27,000,000.00) in official currency of
the United States of
America.  d. The
maximum consolidated financial
debtof PriceSmart Inc. may not be greater than ONE HUNDRED
MILLION DOLLARS (US$100,000,000.00),in official currency of the
United States of America. 

     

    TWELFTH (Causes for early
termination):THE
BANK may consider the sums owned by THE DEBTOR for the
concept of this loan to have expired without requiring any notice,
upon the occurrence of any of the following:  a)If
THE DEBTOR defaults with
regard to any payment to
capital and interests set out in this agreement; b) In the
event that THE DEBTOR is sued, or transfers its property o declared to be
bankrupt or meeting of creditors, at its request or that of third parties or
dissolved as a company; c) If THE
DEBTOR does not deliver to THE BANK, at the time that such requires it, the
clearance certificate regarding any national or municipal tax, rate or
contribution, corresponding to an autonomous or semiautonomous institution or
any other taxing THE DEBTOR or THE MORTGAGED PROPERTY, and if such noncompliance
is not rectified within sixty (60 calendar days following the date on which THE
BANK so requested; d)If
THE DEBTOR were
sequestrated
or embargoed with regard to its businesses or any of its properties, whether
real or personal;  e) If THE
DEBTOR does not fulfill any third party obligation or violates any guarantee,
mortgage,
surety, chattel mortgage or any other collateral or personal
mortgage agreements which sum is greater than ONE MILLION DOLLARS
(US$1,000,000.00)in official currency of the United States of
America;  f) If
THE DEBTOR does not
fulfill
any of its obligations stated in this agreement, including, but not
limited to, Representationsand Guarantees, Affirmative Conditions,
Non Affirmative Conditions or Financial Conditions;---- g)
Noncompliance by THE DEBTOR regarding a judicial sentence
or final arbitration award not subject to remedies or appeal; h)If THE
DEBTOR or any of its affiliated, subsidiary and/or related companies
were in arrears or any of its present or future obligations with
and owed to THE BANK were declared to have expired; i)f THE DEBTOR modifiesITS
shareholding
composition without the prior consent of THE BANK; j)
In the event that any information
provided by THE DEBTOR to THE BANK proves to be false; k)
If a substantially adverse change takes
place in the business, financial condition or operations of THE
DEBTOR, or if any circumstance of a financial, political or economic nature,
whether national or international should arise, giving THE BANK a reasonable
basis to conclude that THE DEBTOR cannot
or will be incapable of fulfilling and observing its obligations
under this agreement.  l)
In the event that any of the causes for early
expiration agreed on in the joint cross- guarantee agreements and that are
established by PRICESMART
HONDURAS, S.A., INMOBILIARIA PRICESMART, S.A. DE C.V.
and PRICESMART EL SALVADOR, S.A. DE C.V. and that likewise
guarantee the facilities contained in this deed. 

     

    THIRTEENTH
(Balance Certifications):  For the effects
of engaging in a proceeding against THE DEBTOR, as well as for all the other
effects of this agreement, the parties agree that the obligations of THE DEBTOR
stated in the books of THE BANK shall be held as true and correct, according to
THE DEBTOR's statement, and thus the certification issued by THE BANK regarding
the amount and the enforceability of the balance owed, once reviewed or
certified by the Certified Public Accountant shall be regarded with full faith
in trial and administer the right of execution, holding the sum stated in such
certification as clear, settled and enforceable. All of the above, without
detriment to the actions and rights corresponding to THE DEBTOR’ s defense,
during the executive proceedings established for such purpose. 

     

    FOURTEENTH
(Waivers) THE DEBTOR waives its
domiciliary right and to executive proceedings in the event that THE BANK should
need to resort to the courts of
justice to collect this loan. Likewise, THE DEBTOR agrees that in the event that
it should auction THE MORTGAGED PROPERTY, such shall be carried out based on the
sum for which the respective
request in the court is submitted. 

     

    
      FIFTEENTH
(Compensation and chattle mortgage): THE
BANK, by means of debiting and without requiring prior notice, may extra
judicially indemnify any sum that THE DEBTOR has deposited in THE BANK in its
name, whether for a fixed term, checking account, savings account or of any
other type, so as to
ascribe such payment to any balance pertaining to capital, interests,
commissions, administrative management charges relating to payments in arrears,
expenses or premiums that THE DEBTOR owes THE BANK,
regarding the approved facility. THE DEBTOR, in advance, authorizes the
compensation performed by THE BANK in the before mentioned terms. Additionally,
in the event of delays in payment, THE BANK may withhold all the properties,
money, credits and
values owned by THE DEBTOR that are deposited with, held by, possessed by, under
the custody of or retained by THE BANK, which, as of the moment of the delay,
shall be immediately pawned in favor of THE BANK, and the latter, consequently,
may request the judicial sale of such in order to pay all the owed sums with the
proceeds of such or exercise its right to indemnification.

    

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    SIXTEENTH
(Transfers):The parties agree
that THE BANK, at its complete discretion and when it considers it convenient,
may sell, transfer or assign the loan, whether fully or partially and other
rights of THE BANK emanating from this agreement to any other holder, and THE
BANK shall not be required to provide any type of notice, previous or
subsequent, to THE
DEBTOR and will also not need to require or receive any approval whatsoever from
THE DEBTOR. With the stated object, THE BANK is hereby authorized by THE DEBTOR,
in advance, to provide to any BUYER, assignee or acquirer of the loan and other
rights of THE BANK emanating from this agreement, or anyone eventually
interested in the purchase, assignment or acquisition of the referred to loans
and rights, every document and information relating to the loan and/or rights,
to the financial situation of THE DEBTOR and the loan
status and other rights of THE BANK emanating from this agreement and all
information that THE BANK considers convenient to facilitate the sale,
assignment or transfer to any other holder of the loan
and other rights of THE BANK emanating from this agreement, and THE DEBTOR
expressly releases THE BANK from any consequence produced by THE BANK's exercise
of the right to provide the documents and information referred to in this
clause. Despite the before stated, the documentation identified as
"Confidential" must be kept in strict confidentiality and be returned upon the
request
of THE DEBTOR. 

     

    SEVENTEEN:
(Indemnification): THE
DEBTOR shall indemnify THE BANK, its respective employees, directors,
executives, shareholders or agents for any loss, cost or expense incurred in by
THE BANK as a result of the inaccuracy or falseness of the statements made by
THE DEBTOR. This obligation shall subsist for a period of two years following
the date on which this agreement expires or the date on which THE DEBTOR has
paid the owed sums in full, as per the terms and conditions of this

    agreement,
whichever should
first occur.                                                          

     

    EIGHTEENTH
(ImpactS
of allowing for noncompliance): The non fulfillment by THE DEBTOR of the
obligations undertaken with THE BANK by virtue of this document or the imperfect
or different fulfillment of such with
regard to that agreed on, by THE DEBTOR, without THE BANK requiring the precise
and faithful fulfillment of such obligations, whether judicially or extra
judicially, does not imply nor shall be deemed as a modification of the terms of
this agreement, or as an acceptance, by THE BANK, of imperfect, late or
different fulfillment than that agreed on and shall also not be considered as a
waiver of the contractual or legal rights corresponding to THE BANK against THE
DEBTOR and shall not prevent THE BANK, in the future or
at any time, when it considers it pertinent to judicially or extra judicially
require THE DEBTOR to fulfill the obligations greed on by THE DEBTOR with THE
BANK or to exercise the contractual or legal rights hold by THE
BANK.

     

    NINETEENTH (Effects of the
invalid
stipulation): The contracting parties hereby understand and agree that if
any of the stipulations of this agreement should be invalidated in accoradance
with the laws of the Republic of Panama, such voidness shall not invalidate the
entire agreement, but rather such shall be construed as if it did not include
the stipulation(s) declared to be invalid and the rights and obligations of the
contracting
parties shall be construed and observed as legally
appropriate. 

     

    TWENTIETH
(Notices): All notices or
notifications required in accordance with this agreement shall be provided in
wirting adn personally delivered or delivered by mail to
the party to which such notice is provided, to the following
addresses: a) THE BANK:
Apartado Postal
número cero ocho uno seis- cero uno nueve nueve nueve (0816-01999),
Panamá cinco (5), República de Panamá.  b) THE DEBTOR: Apartado Postal
número
cero ocho tres dos guión dos cuatro cuatro tres (0832-2443) WTC, Panamá,
República de Panamá, and a copy to PriceSmart, Inc, nine
seven four zero (9740), Scranton Road,San Diego, California, nine two
one two one (92121), United States of America.  It is
hereby understood and agreed thatin the event that the notice or
notification is sent by mail, such shall be understood as being
delivered once a term of three(3) workdays have elapsed as of the
day on which such notice has been deposited in the mail. The receipt
issued by the Postal Office shall constitute sufficient proof of
the sending of the notice or notification and its date. 

     

    TWENTY-FIRST
(Expenses): THE DEBTOR
shall bear all expenses relatingto the entering into, execution
and/or adminsitration of this agreement, including fiscal stamps,
expenses and Notary rights, lawyer fees, funding breakage costs, judicial and
extra judicial lawyer expenses or others and the costs that are judicially or
extra judicially caused by the delayed
payment of THE
DEBTOR.                                                                                                                                           

     

    TWENTY-SECOND (Applicable
law and jurisdiction): This
agreement shall be governed by and construed in accordance with, the laws of the
Republic of Panama. Any dispute or conflict arising
from this agreement shall be submitted to the courts of jutice of the Republic
of Panama. THIRTEENTH (Headings): The
inscriptions or terms appearing in parenthesis and/or in capital letters, in the
clauses of this agreement, have been so inserted for the convenience and ease of
reference of the reader and the defined terms shall have the same

    meaning
whether in plural or singular. 

     

    TWENTY-FOURTH
(Acceptance):
THE BANK states to accept that obligations undertaken by THE DEBTOR
through this document, in the terms herein provided as well as the FIRST
MORTGAGE and ANTICHRESIS and other rights constituted
in its favor in this public deed. Minutes
endorsed by the Firm FABREGA, MOLINO & MULINOABOGADOS, domiciled
in Panama City, Republic of Panama.  (Signed) illegible
signature.                                                                                 

     

    I have
informed the appearing parties that the copy of this public deed must be
registered, and have read this instrument before the instrumental witnesess
CECILIA MUÑOZ, with identity card Number three-ninety seven- five hundred and
seventy six (3-97-576) and ANALIDA de DE LA CRUZ, with identity card number
eight-one hundred and seventy-seven- seven (8-177-7), of legal age and neighbors
of this city, and who are of my acquaintance and capable, and who found the
instrument to be in accordeance, approved of such and tighter we signed this
instrument certifying such before me, to which I attest. This Deed contained in
the formal
records of the Notary pertaining to this year,bears the order
number


    
      
        
          BRENDA DE McCULLOUGH                ERIC
TORRES

           

          CECILIA MUNOZ
ANALIDA de DE LA CRUZ

           

          BRENDA DE
MCULLOUGH                     ERIC TORRES        

        

         


      

      
        7