ex10-10.htm


    Exhibit
10.10

    


     

    AMENDMENT November
20, 2008

     

    Mr. Atul
Patel

    Senior
Vice President, Treasurer PriceSmart Inc

    9740
Scranton Road

    San
Diego

    CA
92121

     

    Dear Mr.
Patel:

     

    The
purpose of this letter agreement (this "Confirmation") is to confirm the terms
and conditions of the transaction entered into between us on the Trade Date
specified below (the "Transaction"). This letter agreement constitutes a
"Confirmation" as referred to in the International Swaps and Derivatives
Association, Inc. Master Agreement specified below.

     

    The
definitions and provisions contained in the 2006 ISDA Definitions as published
by the International Swaps and Derivatives Association, Inc. are incorporated in
this Confirmation. In the event of any inconsistency between those definitions
and this Confirmation, this Confirmation shall govern.

     

    1.
This Confirmation evidences a complete binding agreement between you and
us entered into in the telephone trade on the Trade Date and the terms of the
Transaction to which this Confirmation relates. In addition, you and we agree to
use our best efforts promptly to negotiate, execute and deliver an agreement in
the form of the 2002 ISDA Master Agreement published by the International Swaps
and Derivatives Association, Inc. (the "ISDA Form"), with such modifications as
you and we shall in good faith agree. Upon the execution by you and us of such
an agreement, this Confirmation will supplement, form a part of, and be subject
to that agreement (the "ISDA Agreement"). All provisions contained or
incorporated by reference in that ISDA Agreement upon its execution will govern
this Confirmation except as expressly modified below.

     

    Until we
execute and deliver that ISDA Agreement, this Confirmation, together with all
other outstanding confirmations referring to the ISDA Form (each a
"Confirmation") confirming Transactions and other transactions (each a
"Transaction") entered into between us (notwithstanding anything to the contrary
in a Confirmation), shall supplement, form a part of, and be subject to an
agreement (the "Master Agreement") in the form of the ISDA Form as if we had
executed an agreement in such form (but without any Schedule, except for the
election of the laws of the
State of New York applicable therein as the governing law and U.S. Dollars as the
Termination Currency) on the Trade Date of the first such Transaction between
us. In the event of any inconsistency between the provisions of the Master
Agreement and this Confirmation, this Confirmation will prevail for the purpose
of this Transaction.


     

     

    2. The
terms of the particular Swap Transaction to which this Confirmation relates are
as follows:-

     

    
      Notional
Amount: Trade Date: Effective Date: Termination Date:

    

    USD
8,925,000.00

     

    09
Oct 2008 09 Oct 2008 26 Sep 2013

     

    Subject
to adjustment in accordance with the Modified Following Business Day
Convention.

     

    
      	
              Fixed
      Amounts:

              Fixed
      Notional Amount:

              Fixed
      Rate Payer:

              Fixed
      Rate Payer Payment Dates:

            


    

     

    USD
8,925,000.00 (see Schedule A attached) PriceSmart (Trinidad)
Limited

    MONTHLY
commencing on 26 Oct 2008 subject to adjustment in accordance with the Modified
Following Business Day Convention and there will be an adjustment to the
Calculation Period.

     

    
      Fixed
Rate:

       

      Fixed
Rate Day Count Fraction: Business Day:

      Fee:

       

      Floating
Amounts:

       

      Floating
Notional Amount:

       

      Floating
Rate Payer:

       

      Spread

       

      Floating
Rate Payer Payment Dates:

    

     

    7.05000
percent

     

    Actual1360

     

    London,
New York

     

    Not
applicable.

     

    USD 8,925,000.00 (see Schedule
A attached) RBTT Bank Limited

    Plus
2.75000 percent

     

    MONTHLY
commencing on 26 Oct 2008 subject to adjustment in accordance with the Modified
Following Business Day Convention and there will be an adjustment to the
Calculation Period.

     

     

    Floating
Rate for initial
Calculation                                                                3.2125 percent

     

    Period:

     

    Floating
Rate
Option:                                                         USD-LIBOR-BBA

     

    Designated
Maturity:                                                         1YEAR (including the initial
Calculation Period)



    Floating
Rate Day Count Fraction: Reset Dates:

    Business
Day (for Payments): Business Day (for Rate Resets): Rate
Determination:

     

    Compounding:

    


    Actual/360

     

    The
first day of each Calculation Period London, New York

    London

     

    The
dates as set out under the column "Calc Date" in the Cashflow
attached

     

    Not
applicable




    3. Account
Details

     

    Payments                                                  RBTT BANK LTD.The Bank of New
York

     

    to

     

    New
York

     

    //FW021000018

     

    Account
of: RBTT BANK LTD.

     

    Account
#: 890-0016-329

     

    ATTN:
TRACY ANNE BARTHOLOMEW / ANDY JOGIE

     

    Payments                                                  PriceSmart                         TO
BE ADVISED

    to                    (Trinidad)
Ltd

     

    4. Offices:

     

    (a) The
Office of PriceSmart (Trinidad)
Limited for the Transaction is Chaguanas

     

    (b) The
Office of RBTT BANK LTD.
for the Transaction is PORT OF SPAIN 5. Other.

    Not
applicable.



    


    
      	 
      


    

    
      	
              868-625-7288

            


    

    
      	
              Facsimile
      No.:858-404-8838

              Confirmed
      as of the date first written: For and on behalf of

              PRICESMART
      (Trinidad) Limited

            


    

    
      	
               

            


    

    
      	
              Authorized
      signature: MR. ATUL PATEL

            


    

    
      	
              Telephone
      No.:

              Yours
      sincerely, For and on behalf of RBTT BANK
LTD.

            


    

    
      	
              By:                                           

              Authorized
      signature:

              MS.
      CATHERINE KUMAR

            


    

     

    This
Confirmation may be executed and delivered in counterparts (including by
facsimile transmission) or be created by an exchange of telexes or by an
exchange of electronic messages on an electronic messaging system, which in each
case upon your confirmation in the manner prescribed hereunder, will be deemed
for all purposes to be a legally binding transaction.

     

    Please
confirm that the foregoing correctly sets forth the terms of our agreement by
signing in the space provided below and returning same to us by facsimile
transmission, or send to us within two (2) Business Days a letter by facsimile
transmission or telex or electronic messaging system similar to this letter
which sets forth the material terms of the foregoing Transaction to which this
Confirmation relates and which indicates your agreement to those
terms.

     

    RBTT BANK LTD. confirms, and
PriceSmart (Trinidad) Limited
acknowledges, that this Confirmation has been executed by RBTT BANK LTD.
by means of a computer-based system and that such execution shall have the same
legal effect as if a signature had been manually written on such Confirmation
and that such Confirmation shall be deemed to have been signed by RBTT BANK LTD. for the
purposes of any statute or rule of law that requires such Confirmation to be
signed. The parties acknowledge that in any legal proceedings between them
respecting or in any way relating to this Confirmation, each party expressly
waives any right to raise any defense or waiver of liability based upon the
execution of this Confirmation by RBTT BANK LTD by means of an
electronically-produced signature.

     

    


      Telephone
No.: 868-625-7288                                

      


      Yours
sincerely,

      For and
on behalf of

      RBTT BANK
LTD.

       

      
        By:                                           

        
          Authorized
signature:

          MS.
CATHERINE KUMAR

           

           

        

      

       

       

      
        Facsimile
No.:858-404-8838

         

        Confirmed
as of the date first written:

        For and
on behalf of

        PRICESMART
(Trinidad) Limited

         

        
          Authorized
signature:

           

          MR. ATUL
PATEL