Attached files
NUMBER
EIGHTY-SIX. In the City of San Salvador, at 8:10, pm, on September first, two
thousand and nine, before me, ELIZABETH ACOSTA ESPINOZA, Notary Public of this
domicile, this instrument, containing that detailed as follows is granted: a.
FIRST OPEN MORTGAGE: In which appears, Mr. CHRISTOPHER SEAN SOUHRADA,
Thirty-eight years of age, US citizen, Business Executive, of this domicile, who
understands and comprehends the Spanish language, and whom I am acquainted with
by virtue of this instrument and who has identified himself with US Passport
number seven one one six one five one one nine, issued by the US State
Department on August nine, two thousand and six, and which is still in effect;
he is acting on behalf and in representation, in his capacity as Vice President
of the Board, and legal representative of the company INMOBILIARIA PRICESMART EL
SALVADOR, SOCIEDAD ANÓNIMA DE CAPITAL VARIABLE, abbreviated as INMOBILIARIA
PRICESMART EL SALVADOR, S.A. DE C.V., domiciled in the city of Antiguo
Cuscatlán, Department of La Libertad, with Tax identity number six hundred and
fourteen-two hundred and sixty thousand, one hundred and ninety-nine- one
hundred and one- three, hereby referred to as the “MORTGAGER”, capacity which I
attest to be legitimate and sufficient having had the following at sight: a)
First Certified Copy of the Modifications to the Articles of Incorporation of
the referred to company, granted in the city of San Salvador, at 4:00pm on
December six, two thousand, before Notary Benjamin Valdez Iraheta, registered in
the Commercial Registry under number SIXTY-TWO of Book ONE THOUSAND FIVE HUNDRED
AND EIGHTY-TWO of Corporations, certifying that the complete text of the
Articles of Incorporation of the corporation were modified by means of a sole
instrument, that the nature, name and domicile of the corporation are those that
have been stated and that concession deeds such as this are among the objectives
of the corporation; b) Voting credentials for the Board of Directors, duly
registered under number SIXTEEN of book TWO THOUSAND FOUR HUNDRED AND FIFTY-NINE
of the Corporation Registry section of the Commercial Registry, in which it
states that the Ordinary Shareholders Meeting, held in the city of Antiguo
Cuscatlán, Department of La Libertad, at 10:00am on May thirty-one, tow thousand
and nine, produced the election of the Vice President of the Board to be the
appearing party, Mr. Christopher Sean Souhrada, for a term of five years as of
the date of the registration of such instrument in the Commercial Registry, term
that is still in effect; and c) Certifying the Board of Directors’
Meeting held on August twenty-one, two thousand and nine, which states that the
appearing party, Mr. Christopher Sean Souhrada, as Vice President of the Board
of Directors of the corporation is duly authorized to grant this instrument in
representation of the Corporation; such certification was issued by Mr.
Christopher Sean Souhrada, in his capacity as Vice Present of the Board of
Directors of the corporation and legal representative of such, on August
twenty-one, two thousand and nine; and in the capacity in which he is acting,
the appearing party STATES UNTO ME: I) That he CONSTITUTES first OPEN MORTGAGE,
in favor of SCOTIABANK EL SALVADOR, SOCIEDAD ANÓNIMA, banking institution of
this domicile, with Tax Identity Card number zero six hundred and fourteen- two
hundred and fifty-one thousand one hundred and seventy-two- zero zero one- four,
referred to in this instrument as the “BANK”, on the following owned property:
First Property: urban
land and buildings, identified as Lot One, located on Calle Cortez Blanco
Oriente, Urbanización Madreselva III, jurisdiction of Antiguo Cuscatlán,
Department of La Libertad, with a surface area measuring NINETEEN THOSUAND EIGHT
HUNDRED AND TWO POINT TWENTY SQUARE METERS, equal to TWENTY-EIGHT THOUSAND THREE
HUNDRED AND THIRTY-TWO POINT NINETY-NINE SQUARE VARAS (a vara is a unit of
measure equal to approximately 33 inches) and which technical description is the
following: beginning at the intersection of Boulevard Sur and Avenida El Pepeto
Norte, measuring from this point on the axis of the latter a distance of
fifty-nine point sixty-seven meters, Northbound, zero three degrees, fifty-one
minutes and eighteen seconds West, at which point one deflects to the right,
ninety degrees, measuring a distance of seven point fifty meters, Northbound
sixty-six degrees, eight minutes and forty-four seconds East, to reach the point
referred to as M-ONE and which measures and boundaries are the following: TO THE
WEST: conformed by six straight stretches measuring: the first
stretch: Northbound zero three degrees fifty-one point three minutes West and a
distance of fifty-three point sixty-six meters; the second stretch: Northbound
sixty-one degrees twelve point three minutes East, and the distance of twelve
point sixty-four meters; third stretch: Northbound forty-three degrees,
forty-three point nine minutes East, and the distance of nine point twenty-six
meters; fourth stretch: Northbound five degrees and fifty-two point five minutes
East and a distance of five point eighteen meters; fifth stretch: Northbound six
degrees three point three minutes East and a distance of twenty-five point
thirty-eight meters; and sixth stretch: Northbound six degrees twelve point
eight minutes East and a distance of thirty-eight point fifty-three meters. With
this final stretch one reaches the Northwestern peak, point M-SEVEN, which on
the first stretch is adjoined to Urbanización Madreselva, Avenida El Pepeto
Norte fifteen meters between such, and on the last five stretches with
Urbanización Cumbres de Cuscatlán, now adjoining Plot number Twelve owned by the
company Océano, S.A. de C.V., and plots thirteen and fourteen owned by Mr. Mario
Eraso, and plot number fifteen owned by Mr. Oscar Martínez, all with Avenida El
Pepeto Norte between them; and with land belonging to the company Cumbres de
Cuscatlán S.A. de C.V. with easements passing through the remaining stretches.
TO THE NORTH: Conformed by five straight stretches that as of M-SEVEN measure:
the first stretch: Southbound sixty-six degrees seventeen point eight minutes
East and a distance of forty-one point ninety-two meters; second stretch:
Southbound seventy-degrees eighteen point five minutes East and a distance of
twenty-two point fifty meters; third stretch: Southbound seventy-seven degrees
sixteen point zero minutes East and a distance of thirty-five point fourteen
meters; fourth stretch: Southbound sixty-three degrees fifty-seven point two
minutes East and a distance of three point forty-six meters; fifth stretch:
Southbound sixty-nine degrees thirty point one minute East and a distance of
thirty-point ninety-three meters. With this last stretch, one reaches the
Northeastern peak, point M-TWELVE adjoining Urbanización Cumbres de Cuscatlán.
TO THE EAST: Conformed by four stretches that as of point M-TWELVE measure:
First stretch: Southbound SIXTEEN DEGREES FIFTY-TWO POINT FIVE MINUTES East and
a distance of five point zero zero meters; second stretch: Southbound
seventy-three degrees, seven point five minutes East and a distance of one point
fifty meters; third stretch: curved line of six point forty-seven meter radius
and curve longitude of seven point eighty-two meters; and the forth stretch:
Southbound zero three degrees fifty-one point three minutes East and a distance
of eighty-nine point fifty-eight meters. With this last stretch, one reaches the
Southeastern peak, point M-SIXTEEN, adjacent with Urbanización Madreselva,
passage “P” with thirteen point fifty meter width in between. SOUGH: conformed
by five stretches starting as of point M-SIXTEEN, measuring: the first
stretch: curved line with a six point zero zero meter radius and a
curve longitude of nine point forty-two meters; second stretch: Southbound
eighty-six degrees eight point seven minutes West and a distance of one hundred
and six point forty meters; third stretch: Southbound eighty-six degrees eight
point seven minutes West and a distance of eighteen point thirty-six meters;
fourth stretch: curved line with a twenty-four point zero zero meter radius and
a curve longitude of thirty-seven point seventy meters; and fifth stretch:
Northbound, zero three degrees, fifty-one point three minutes West and a
distance of eight point seventeen meters. With this last stretch one reaches
point M-ONE, which was the starting point of this description which is adjacent
in its first four stretches with Urbanización Madreselva, owned by
Desarrolladora Madreselva, S.A. de C.V. and Calle Cortez Blanco oriente,
Boulevard Sur and Calle Llama del Bosque Oriente, with a width of fifty-two
meters in between and the last stretch with Urbanización Madreselva, property of
Desarrolladora Madreselva, S.A. de C.V. and Avenida El Pepeto Norte with a width
of fifteen meters in between, except for plots one and three, which previously
belonged to Desarrolladora Madreselva, S.A. de C.V. and now belong to the
company Negocios e Intereses, S.A. de C.V. and with number two green
recreational area owned by the company Desarrolladora Madreselva, S.A. de C.V.,
all with Boulevard Sur running between such. This property is duly registered in
the name of the Mortgager under registration number THREE ZERO ZERO TWO ZERO
SEVEN THREE FIVE – ZERO ZERO ZERO ZERO ZERO, Entry SEVEN in the Root Property
and Mortgage Registry of the Department of La Libertad; and Second Property: an urban
piece of land located in Urbanización Siglo Veintiuno, jurisdiction of San
Salvador, Department of San Salvador, with a surface measuring SIXTEEN THOUSAND
FOUR HUNDRED AND THREE POINT SIXTY-THREE SQUARE METERS, equaling TWENTY THREE
THOUSAND FOUR HUNDRED AND SEVENTY POINT THIRTY-ONE SQUARE VARAS (a vara is a
unit of measure approximately equal to 33 inches), and which technical
description is the following: TECHNICAL DESCRIPTION OF THE LAND LOCATED ON
BOULEVARD TUTNICHAPA (METROCENTRO) OWNED BY PRICESMART AMARRE: Starting at the
intersection of the axis of Calle Oquendo with Avenida Legazpi one measures the
latter Southbound zero degrees, thirty minutes and nine tenths of a minute East
and a distance of one hundred and twenty-one point fifteen meters; subsequently
at this point one measures, Southbound, seventy-eight degrees, forty-seven
minutes, three tenths of a minute East and a distance of eighty point fifty
meters where landmark M-twenty-eight is located, and that will be the starting
point of this description: TO THE WEST starting at landmark M-twenty-eight, one
measures in a straight line one sole stretch as follows: from M-twenty-eight to
M-One, Northbound, zero zero degrees, twenty-five point zero six
seconds West and a distance of seventy-one point twelve meters, adjacent in this
stretch with Plot number Twenty-one of the same Urbanización Siglo XXI, owned by
Turistica del Pacífico, S.A. de C.V. and with the Plot owned by the company
Líbano, S.A. de C.V., both through which Avenida Legazpi passes through. TO THE
NORTH: Starting at landmark M one, one measures a mixed line conformed by
fifteen stretches, as follows: M-ONE – M two, Northbound eighty-nine degrees
eleven minutes zero six seconds East and a distance of twenty-nine point thirty
meters, adjoining Lot number Six of the Same Urbanización Siglo XXI, owned by
Caja Mutual de los Empleados del Ministerio de Educación, in this stretch; M-two
–M three, Southbound zero zero degrees twenty-seven minutes and fifty-four
seconds East, and a distance of five point eighteen meters, M three –M four,
Northbound eighty-nine degrees, thirty-two minutes and zero six seconds East,
and a distance of thirty point fifty-two meters; M-four – M-five, Northbound,
zero zero degrees, twenty-eight minutes and forty-eight seconds East, and a
distance of sixty-two point forty-two meters, adjoining Lot number Seven of the
same Uranización Siglo XXI, owned by Caja Mutual de los Empleados del Ministerio
de Educación in these stretches; M-five –M six, Southbound sixty-eight degrees,
twenty-six minutes and twelve seconds East, and a distance of fifty-three point
zero six meters; M six –M seven, Southbound sixty-one degrees thirty minutes and
eighteen seconds East, and a distance of one point ninety-eight meters; M seven
–M eight, Southbound fifty-seven degrees thirty-six minutes and forty-two
seconds East, and a distance of eleven point eighty-four meters; M eight –M
nine, Southbound forty-two degrees zero six minutes and fifty-four seconds East,
and a distance of three point sixty-eight meters; M nine –M ten, Southbound
fifty-seven degrees thirty-six minutes and eighteen seconds East and a distance
of twenty-nine point seventeen meters; M ten –M eleven, Southbound seventy-four
degrees, sixteen minutes zero six seconds East, and a distance of three point
forty-two meters; m eleven –M twelve, Southbound fifty-eight degrees thirty-six
minutes and twenty-four seconds East, and a distance of one point zero three
meters; these stretches adjoining Colegio Externado San José, with Boulevard
Tutunichapa passing through such; M twelve – M thirteen, Southbound,
twenty-eight degrees, thirty-six minutes and thirty-six seconds West, and a
distance of zero point sixteen meters; M thirteen -- M fourteen,
Southbound sixty degrees, nineteen minutes and zero six seconds East, and a
distance of seven point zero zero meters, these stretches adjoining with
Hospital Pro-Familia, owned by Asociación Demográfica Salvadoreña, with
Boulevard Tutunichapa passing through such; M fourteen – M fifteen,
cured line with a radius of one hundred and ten point eighteen meters and a
curve with a longitude of twenty-three point zero one meters; M fifteen –M
sixteen, Southbound seventy-two degrees zero eight minutes and forty-two seconds
East and a distance of ten point sixty-nine meters, these stretches adjoining
with a piece of land owned by Turística del Pacífico, S.A. de C.V. with
Boulevard Tutunichapa passing through such. TO THE EAST: Starting as of landmark
M sixteen, one measures a mixed line of two stretches as follows: M sixteen – M
seventeen, Southbound zero eight degrees forty-four minutes and thirty seconds
West, and a distance of forty point eighty-one meters: M seventeen – M eighteen,
curved line with a radius of eleven point twenty-five meters and a curve
longitude of fourteen point thirty-five meters. Adjoining these stretches with
the land owned by Mrs. Emilia Hortensia Funes Zepeda de Wahn, with a marginal
road passing through it. SOUTH: Starting as of landmark M eighteen, one measures
a mixed line conformed of ten stretches, as follows: M eighteen –M nineteen,
Southbound, eighty-two degrees forty-seven minutes and twenty-four seconds West,
and a distance of twenty point twenty-two meters; M nineteen –M twenty,
Southbound, seventy-three degrees, thirty-six minutes and zero six seconds West,
and a distance of twenty-nine point twenty-six meters; M twenty –M twenty-one,
Southbound seventy-three degrees, thirty-one minutes and zero six seconds, West,
and a distance of twenty-two point sixty-eight meters, M twenty-one
–M twenty-two, Southbound, seventy-three degrees, thirty-six
minutes and eighteen seconds West, and a distance of twenty-five
point twenty-eight meters; M twenty-two –M twenty-three, Southbound eighty-nine
degrees zero eight minutes and eighteen seconds West, and a distance of
twenty-eight point twenty-seven meters; M twenty-four –M twenty-five, Southbound
eighty-six degrees fifty-one minutes and twenty-four seconds West, and a
distance of seven point ninety-three meters; M twenty-five – M twenty-six,
Northbound eighty-three degrees fifty-five minutes and thirty seconds West, and
a distance of eighteen point zero two meters; M twenty-six and M twenty-seven,
curved line with a radius of nine point fifty-four meters and a curve longitude
of five point fifty-four meters; M twenty-seven – M twenty-eight, Northbound
fifty-six degrees forty-three minutes and thirty seconds West, and a distance of
four point eighty-seven meters. All of these stretches adjoining Quebrada Arenal
Tutunichapa, a marginal road running in between. Such property is duly
registered in favor of the Mortgager under Registration number SIX ZERO ZERO ONE
FOUR EIGHT ZERO FIVE – ZERO ZERO ZERO ZERO ZERO, Entry THREE of the Root
Property and Mortgage Registry of the Department of San Salvador. II) TERM, SUM
AND OPERATIONS COVERED: The Open Mortgage is set for a term of ELEVEN years,
starting as of this date, for a sum of up to TWELVE MILLION EIGHT HUNDRED
THOUSAND DOLLARS, from here on in US currency, and shall serve to guarantee the
payment and precise fulfillment of all the undertaken obligations and those to
be undertaken in the future by the Mortgager, as well as any obligation in favor
of third parties and of which the Mortgager is jointly and additionally is in
charge of and in favor of the Bank, though no express referral to this Mortgage
in favor of the Bank is made in such obligations, whether originated by trade
loans, credit on chattel mortgages, bank warrantees, bank guarantees, letters of
credit, production loans, issuance of credit, advance payments, discounts on
letters of exchange, negotiable acceptances, promissory notes or any other
security or from another document, bank bonds, overdrafts, commercial loans,
personal loans, direct and indirect discounts, including commercial documentary
loans established abroad and in general to guarantee all the operations that in
accordance with section fifty-one and the other provisions applicable to the
Bank Law and other effective laws, the Bank is authorized to execute. III)
POWERS OF THE BANK: a) The bank may, with total liberty, accept or reject the
operations or businesses proposed by the Mortgager; given that the establishment
of this Mortgage in itself implies no obligation whatsoever in the granting of
future loans, or other loan obligations in favor of the Mortgager and/or third
parties; b) In the event that new loans, financing or operations of any type of
form are granted by the Bank to the Mortgager, such must be documented by the
latter; c) The bank is hereby authorized, at the expense of the Mortgager, while
the term of this Mortgage is in effect, to inspect the properties object of this
instrument. IV) OBLIGATIONS OF THE MORTGAGER: The Mortgager is compelled to: 1)
Facilitate the property deeds or any other document necessary to process, in the
respective Property Registry, the registration of the established mortgage
liens; 2) Ensure against any insurable risk, when required by the Bank, the
properties that are mortgaged; to transfer in favor of the Bank the respective
insurance policies and renew such appropriately. If the policies are not renewed
at least fifteen days before they expire, the Bank is hereby authorized to pay
the corresponding premiums and the Mortgager authorizes the Bank to charge the
expenses incurred in for such concept to its checking or savings account, as
well as the sum of the before mentioned premiums; 3) Allow the Bank
to inspect the properties granted as a guarantee, while the term of this
Mortgage is in effect; 4) Keep the mortgaged properties in good conditions, as
well as all the properties adhered to such; 5) Request written authorization
from the Bank, prior to introducing structural modifications or alterations to
the mortgaged properties; 6) Request written authorization from the Bank before
any form of conveyance or leasing of the mortgaged properties; 7) Keep the
payment of taxes, duties or fiscal or municipal taxes affecting the mortgaged
properties up to date, undertaking to submit to the Bank, as long as required by
the latter, the respective receipts and proof of solvency; and 8) Improve or
change the guarantee when the value of the properties object of this agreement s
been reduced or their ownership or possession is at risk. V) CUSES FOR THE
EXPIRTY OF THE TERM: The term corresponding to the obligations ensuring this
Mortgage, and consigned in this instrument, shall expire, and the Bank may
require the payment of such obligations in full, in any of the following events:
a) The nonpayment of at least one installment of capital or interests of the
loan, or other obligations granted in favor of the Mortgager or third parties,
that are covered by this mortgage; b) In the event that this deed cannot be
registered in the corresponding Property Registry due to the submittal or
registration of embargoes or any other type, or for any other reason, as in the
event of the existence of observations by the respective Public Registry and
such are not remedied in the term and manner set out in the Law on
Uniform Procedures regarding the Presentation, Process and Registration or
Deposit of Instruments in the Root Property and Mortgage, Corporate Property,
Commercial and Intellectual Property Registries, the agreement shall be resolved
and things shall return to the condition in which they were in prior to this
act; the Mortgager shall be compelled to grant the documents necessary for such
effects; c) If the Mortgager transfers, mortgages or constitutes any real or
personal right on every or any part of the properties herein mortgaged without
previously requesting and receiving written authorization from the Bank;
d) If the Mortgager allows at least one month to elapse without
providing written notice to the Bank regarding the deteriorations suffered in
the mortgaged properties, or of any other event implying the reduction of its
value, perturbing its ownership or compromising the dominion of such, due to
natural events or human acts, to the degree that they do not cover the loan
obligations guaranteeing this Mortgage satisfactorily, all in accordance with
section two hundred and twenty-two of the Bank Law; e) Due to the noncompliance
of any of the clauses stipulated in this document or incurring in a cause for
the expiry of the term with respect to any of the guaranteed obligations; f) Due
to a lawsuit lodged by third parties against the Mortgager or third
parties which obligations are guaranteed with this Mortgage, whether or not
related to the properties given in guarantee, as long as the sum claimed before
the Mortgager, or third parties which obligations are guaranteed with this
mortgage, are equal or exceed the sum of ONE MILLION US DOLLARS
(US$1,000,000.00) whether by means of an individual suit or class action suit,
as long as such suit(s) were not previously covered by an insurance policy
covering the defense or indemnity of such for this sum; and h) If the Mortgager
has not revealed any cause for resolution or termination of this agreement, and
any lien on the properties given in guarantee, fully or partially. VI) DENIAL TO
GRANT CANCELATIONS: The Bank shall not grant the cancellation of this mortgage
while pending balances for which the Mortgager or mentioned third parties are
responsible for exist, corresponding to bank operations guaranteeing such. VII)
FEES AND EXPENSES: The Mortgager shall bear the expenses and fees corresponding
to this instrument, among such: all expenses that the Bank may have to incur in
for the effects of the registration and/or cancelation of the Open Mortgage
loan, in the root property and mortgage registry, the respective corporate
registry or commercial registry, such as registration rights, replacement of
folios, extracted or literal certifications, new preventive annotations,
cancellations of any nature, in accordance with the Law on Uniform
Pr0oceduresforthe Submittal, Process and Registration or Deposit of Instruments
in the Root Property and Mortgage, Corporation Property and Commercial and
Intellectual Property registries and other laws in effect; as well as any other
act or expense considered necessary in order to fulfill the before stated
purpose, for which the Mortgager authorized the Bank to
proceed charge the expenses incurred in for such concept to its
checking and/or savings accounts or any other monetary deposit account open with
the Bank, as long as such is justified with proof of payment, which the
Mortgager previously and expressly accepts herein, throughout the term of this
Mortgage. VIII) VALUATION: In the event of a lawsuit, the Mortgager values the
mortgaged properties, including their current improvements and future
constructions, as follows: (i) The first mortgaged property,
identified as Plot One, located at Calle Cortez Blanco Oriente, Urbanización
Madreselva III, jurisdiction of Antiguo Cuscatlan, Department of La Libertad, is
valued for the sum of SEVEN MILLION EIGHT HUNDRED AND EIGHTY-THREE THOUSAND
SEVEN HUNDRED AND TWENTY-TWO US DOLLARS AND EIGHTY CENTS (US$7,883,722.80); and
(ii) The second mortgaged property, located at Urbanización Siglo Veintiuno,
jurisdiction of San Salvador, Department of San Salvador, is valued at a sum of
FIVE MILLION THREE HUNDRED AND FIFTY-FIVE THOUSAND ONE HUNDRED AND THRITY-TWO US
DOLLARS AND EIGHTY-TWOCENTS (US$5,355,132.82). The Mortgager is aware of the
legal effects of both valuations, as per the explanation given for such effect
by the undersigned Notary, and in any event according to that provided in
Section two hundred and seventeen, letter c) of the Bank Law, and it is
therefore understood that two thirds of such shall serve as a basis for the
auctioning or sale in payment of the properties in the event of a lawsuit. In
accordance with that set out in Article two hundred and twenty of the Tax Code,
I hereby state to have advised the Mortgager that for the registration of this
instrument in the respective registry, solvency or authorization, as determined
by the Tax Administration, is required. I informed the Mortgager of that set out
in Section thirty-nine of the Notary Law. And B) DECREASING LOAN: Mr.
CHRISTOPHER SEAN SOUHRADA, of the before mentioned general data, acting in his
capacity as Vice President and Legal Representative of the company INMOBILIARIA
PRICESMART EL SALVADOR, S.A. DE C.V. of the before stated general data continues
to be present and at this time also acts on behalf and in representation, in his
capacity as Vice President and Legal Representative of PRICESMART EL SALVADOR
SOCIEDAD ANONIMA DE CAPITAL VARIABLE, which may be abbreviated as PRICSMART EL
SALVADOR, S.A. DE C.V., a Salvadoran corporation, domiciled in the city of
Antiguo Cuscatlán, Department of La Libertad, with Tax Identification number
zero six hundred and fourteen – one hundred and sixty thousand, three hundred
and ninety-nine – one hundred and three – zero; legal status to which legitimacy
and sufficiency I attest having had the following documentation at sight: a)
First Certified Copy of the Public Deed of the Modification to the Articles of
Incorporation of the referred to corporation, granted in the city of San
Salvador, at four p.m. on December six, two thousand, before Notary Benjamin
Valdez Iraheta, registered in the Commercial Registry under number SIXTY-TWO of
book ONE THOUSAND FIVE HUNDRED AND EIGHTY-TWO of Corporations, in which it is
stated that the full text of the articles of incorporation conforming
the corporation in a sole instrument is certified; that the nature, name and
domicile of the corporation are those that have been stated, that among the
granting of acts such as this are among the purposes of the corporation; b) The
Voting Credentials of the Board of Directors, duly registered under number
FIFTY-ONE of Book TWO THOUSAND FOUR HUNDRED AND SIXTY of the Registry of
Corporations of the Commercial Registry, which states that in an Ordinary
Shareholders’ Meeting, held in this city at nine a.m. on May thirty-first, two
thousand and nine, the appearing party, Mr. Christopher Sean Souhrada, was
elected Vice President of the Board of Directors, for a five-year term, starting
as of the registration date of such in the Commercial Registry, term which is
still in effect; and c) Certification of the Board of Directors Meeting held on
August twenty-first, two thousand and nine, stating that the appearing party,
Mr. Christopher Sean Souhrada, as Vice President of the Board of Directors of
the Corporation, is duly authorized to grant this instrument on behalf of the
Corporation; such Certification was issued by Mr. Christopher Sean Souhrada, in
his capacity as Secretary of the Board of Directors of the Corporation, on
August twenty-one, two thousand and nine; and that along with the Mortgager,
they shall from here on forward be referred to as “THE DEBTORS”; and in the
capacities in which he acts, he states the following: I) NATURE OF THE AGREEMENT
AND LOAN SUM. That the corporations represented in this act, receive
for their own benefit, as a loan of consumable items (mutuo) of SCOTIABANK EL
SALVADOR, SOCIEDAD ANÓNIMA, the sum of EIGHT MILION US DOLLARS, whereas the
Debtors are mutually obligated to the Bank, jointly and severally, for the full
sum of the herein granted loan, as well as for the fulfillment of all the
obligations derived from this loan. II) DESTINATION OF THE LOAN. The Debtors are
compelled to invest the loaned sum in the refinancing of the debts existing
between the companies of their same business group. III) ORIGIN OF THE FUNDS.
The loan is granted by the Bank with funds from abroad. IV) NOMINAL INTEREST
RQATE AND SURCHARGE FOR PAYMENT IN ARREARS. The Debtors are compelled to pay the
Bank, on the loaned sum, the nominal interest on balances indicated by the Bank
at the time that each payment to capital is made. The annual interest rate
applicable to each payment to capital owned over the respective period, shall be
set by applying the interest rate offered to hierarchical banks for deposits in
dollars at LIBOR as a reference rate, corresponding to a term of thirty days,
plus an additional FOUR PERCENT differential on such rate, but such rate may at
no time be less than an annual rate of SEVEN POINT FIFTY PERCENT (7.50%). For
these effects, the applicable rate shall be that offered at eleven a.m. London
time, two workdays before the first day on which a new interest period begins
and that reference rate plus the established differential shall be applied, and
the rate shall be set during the readjustment period of the rate, which shall be
every thirty days. All calculations of interests shall be made on the
basis of one calendar year, by the actual number of days, including the first
and excluding the last day occurring during the period in which such interests
must be paid. For informational effects, the nominal rate applicable to this day
for this loan, is an annual SEVEN POINT FIFTY PERCENT (7.50%). In compliance
with that set out in Section sixty-six of the Bank Law, it is hereby stated
that: THE EFFECTIVE ANNUALIZED INTEREST RATE CORRESPONDING TO THE PREVIOUSLY
DESCRIBED NOMINAL RATE IS SEVEN POINT SIX HUDNRED AND TWENTY-FIVE PERCENT
(7.625%). The Debtors agree and accept that in order for the stipulated rate to
be applied, they must fulfill the following conditions: a) To sustain a rating
of “A” or “B” in the Financial System of El Salvador, in accordance with the
risk asset rating plan issued by the Financial System Superintendence; b) That
all the conditions of this loan are fulfilled to the satisfaction of the Bank;
and c) That the Debtors and persons with an existing economic relationship as
per the terms of the Bank Law, must be up to day with their payments regarding
all the obligations they have with the Bank and, and its affiliates. If the
Debtors do not meet any of the before established conditions, this loan shall
immediately accrue an interest equal to the Reference Rate published
by the Bank, which shall be adjusted each month, at the option of the Bank. The
private written communication to the Debtors by the Bank, at any time, regarding
the rate, as per the established differential; or the publication, in two
newspapers of a nation-wide circulation, of the Sole Reference Rate, and of the
interest rate published by the bank each monthly or each time that it is
modified, shall serve as notice of the adjustments to such rate and the Debtors
hereby accept the aforementioned. The annual interest rate shall only
apply to the outstanding balances during the times that such balances are
outstanding, and the Bank may not charge interests that have not been accrued.
The Debtors are mutually compelled to pay the new rate resulting from the
modifications or readjustments, without any variation to the originally agreed
on term. In the event of delayed payments, the interest rate agreed on shall be
increased by FIVE more POINTS implying an extension of the term and without
prejudice to the other legal effects of the default, which shall remain fixed
until the obligation comes to an end. The interest in arrears shall be estimated
and paid on the default and not on the total balance. No interests shall be
charged on the accrued and unpaid interests. The adjustments and variability of
the agreed on interest shall be evidenced with the certificates issued by the
Bank, in accordance with that set out in Article one thousand one hundred and
thirteen of the Code of Commerce and section two hundred and seventeen of the
Bank Law. V) EARLY PAYMENT COMMISSION. The advanced payment of all or part of
the loan shall not result in any type of early payment commission as long as
such payments are made on the dates on which the LIBOR applicable to the loan is
readjusted and with prior written notice of at least three workdays before
payment is made, otherwise the Debtors acknowledge and shall pay the Bank an
early payment commission, which shall be calculated based on the differential
between the LIBOR quoted on the last readjustment date of such, and the LIBOR on
the date of early payment, multiplied by the days pending before
reaching the next Rate readjustment date, multiplied by the pre paid sum. If the
result of such operation is negative, the Debtors shall not pay any type of
surcharge. VI) TERM. The Debtors are compelled to pay the borrowed sum in a term
of FIVE YEARS starting as of this date. VII) METHOD OF PAYMENT. The Debtors are
compelled to pay the loaned sum in FIFTY-NINE expired and successive monthly
installments of SIXTY-SIX THOUSAND SIXTY-SIX US DOLALRS AND SIXTY-SEVEN CENTS,
sum that may be refinanced for an addition five-year term, at the option of the
Bank, plus the applicable interests and the respective Tax corresponding to the
Assignment of Movable Property and Service Lending, when applicable. The before
indicated installments may vary in accordance with the variation of the active
interest rate and the premiums of the taken out insurance policies, payable on
the first of each of the months making up the term; and the remaining balance,
if such exists, upon the expiration. The Debtors are compelled to keep the
insurance policies ensuring the properties provided as a guarantee for this loan
in effect throughout the term of this loan and are compelled to pay the premiums
appropriately. The Debtors state to have undertaken, along with their respective
Insurance Company, to pay the premium increases resulting from the renewal of
such and which sum shall be included in the loan repayment installment of this
Loan, and the Debtors thus expressly authorize the Bank to increase the value of
such so that the payment of the new premium is covered. VIII) PLACE AND
APPLICATION OF PAYMENTS: Every payment shall be made in legal currency, at the
Bank headquarters, located in the city of San Salvador, or at any of its
Agencies, and shall be preferably applicable to the interests, and the balance,
is existing, to capital. The Debtors authorize the Bank to apply payments to any
other debt that they may have with such Bank. It is hereby understood between
the parties that when the payment date falls on a non workday, such shall be
extended to the following workday. IX) TERM EXPLIRATION. The term granted herein
shall expire and the payment of the debt, in its entirety, shall be required,
immediately, with its corresponding interests, as if it were an expired
obligation, in the following events: a) Default of payment of one of the
installments of such or another loan for which the Debtors or any of the Joint
Sureties are responsible, as per that set out in Clause X of this instrument,
and in favor of the Bank; b) Noncompliance by the Debtors of any of the
obligations undertaken through this instrument or incurred in as a cause for the
expiration of the term of any of the guaranteed obligations; c) A lawsuit lodged
against the Debtors and/or their affiliates or joint co-debtors, lodged by third
parties, as long as the sum claimed from the Debtors or their
affiliates or joint co-debtors is equal to or greater than a sum of ONE MILLION
US DOLLARS (US$1,000,000.00), whether through an individual lawsuit or a class
action suit, as long as such suit(s) are not included in the insurance coverage
with regard to their defense and indemnities for that sum; d) If the Debtors
invest part or all the loan in purposes other than those stipulated in this
instrument; e) If the Debtors are rated in another risk asset category, as per
that stated in the provisions issued by the Financial System Superintendence, in
that regard, compelling the Bank or any other institution of the Financial
System to establish reserves; f) When the Debtors allow a month to elapse
without notifying the Bank of the wear and tear suffered by the mortgaged
properties and any other event that would reduce their value, perturb its
ownership or compromise its dominion, to such a degree that the loan obligations
that shall be covered and guaranteed by this Mortgage, constituted in this
instrument, as per the opinion of the experts appointed by the Bank are not
covered, all in accordance with Section two hundred and twenty-two of the Bank
Law; g) Due to the total or partial transfer, by the Mortgager, of the
properties that have been provided as a guarantee in this instrument, by the
total or partial leasing of such, by the establishment of any real or personal
right or any new lien on such, all without having requested and received prior
written authorization from the Bank; h) By an embargo placed on the properties
that have been mortgaged in favor of the Bank or any other action placing the
rights of the Bank as the mortgagee at risk; i) By the non reinforcement of the
guarantee, by the Debtors, to the satisfaction and within the term granted by
the Bank, if in the opinion of the experts appointed by the Bank, the guarantee
has deteriorated or reduced its value since the herein taken out loan was
granted; j) In the event that this deed is unable to be registered in the
corresponding Property Registry, due to the existence of the submittal or
registration or embargos or of any type, or for any other reason, as in the
event of the existence of observations made by the respective Public Registry,
and that such are not remedied within the term and in the way set out by the Law
on Uniform Procedures for the Submittal, Process and Registration or Deposit of
Instruments at the Root Property and Mortgage, Corporate Property, Commercial
and Intellectual Property Registries, the agreement shall be resolved and things
shall return to the state in which they were in prior to this act, and the
appearing parties shall be compelled to grant the documents that are necessary
for such effects. X) GENERAL OBLIGATIONS: The Debtors are compelled: a) To
provide any type of information regarding this loan or its guarantees and
especially duly audited financial information, when requested by the Bank; b) To
allow the Bank and the Financial System Superintendence to verify
compliance regarding the destination of the funds; c) To employ its best effort
in directing its bank operations in favor of the Bank; d) To allow the Bank to
exercise the controls it considers convenient to ensure that the funds
pertaining to this loan are invested in the before stated objectives; e) In the
event of increases to the interest rate, the Bank reserves the right to adjust
such portion of the loan repayment installments, so that such is paid off within
the stipulated term; f) Even when advanced payment to capital are made on the
Loan, the Debtors are compelled to continue to pay the interests on the
stipulated payment date; g) The Debtors expressly state that to this date they
have fulfilled and currently fulfill each and every one of the requirements of
the Environmental Law and its regulations, as well as the technical
environmental regulations necessary for the execution of its productive
activities, having performed the necessary Environmental Impact studies, for
such effect, in the necessary cases, and also state to possess all the necessary
licenses and permits for the operation, extension, rehabilitation and
reconversion of their productive activities. They are consequently compelled not
to use the funds of this loan in activities that deteriorate the environment or
contrary to the national effective legislation on such matter; h) The Debtors
acknowledge that Scotiabank El Salvador, S.A. is a corporation established under
the laws of the Republic of El Salvador. In this sense, they hereby accept that
Scotiabank El Salvador, S.A. is the sole legally bound entity regarding the
fulfillment of any agreement herein consigned, and no other subsidiary or
affiliate of the Scotiabank group has or shall have any responsibility
whatsoever with the Debtors deriving from such; and i) In the event of delayed
payment, the Debtors are compelled to pay the Bank, for the concept of
surcharges for the recovery of payments in arrears, the percentage that the Bank
indicates at such time, on the recovered default sum, published according to
that set out in Section sixty-four of the Bank Law. XI) SPECIAL CONDITIONS: The
Debtors expressly submit to the following special conditions: a) To authorize
the Bank so that, in the event that the commissions published and stipulated in
the letter of approval for this loan, or any type of applicable commissions,
have not been previously paid, such be withheld from the disbursement; b) The
Debtors state to have paid the sum of NINETEEN THOUSAND US DOLLARS for the
concept of the conferral commission and are compelled to pay the Bank, at this
time, the complement of such conferral commission of this loan, for the sum of
EIGHTY-FOUR THOUSAND US DOLLARS, plus the Tax corresponding to the Transfer of
Movable Property and Service Lending; c) They must have a savings or checking
account with the bank; d) The Debtors are compelled, while this loan is in
effect, to submit to the Bank those changes regarding ownership of the corporate
shares of their assets, within a term of no more than thirty days, as well as
the modifications to the Management Entities of such; e) Keep a good accounting
system up to date in accordance with the Generally Accepted Accounting
Principles, as well as the extra bookkeeping records that enable the timely
attainment of reliable data regarding the operations and results of the Debtors;
f) Commissions and Surcharges: The Debtors accept and are expressly compelled to
pay the commissions and surcharges applicable to this loan, detailed in the
Appendix delivered to the Debtors in complains with the Law and that is an
integral part of this agreement; and g) The Debtors have irrevocably granted in
favor of the Bank, during the term in which the payment of this loan has not
been fly made, the rents deriving from the lease agreements in effect and that
the Debtors enter into with third parties regarding the commercial spaces found
within its properties located in the Republic of El Salvador. The Bank shall
only exercise the rights deriving from the herein state assignment, if the
Debtor corporations incur in any of the causes for the expiration of the term of
this loan. In the event that the Bank is forced to make use of the assignment
right relating to this instrument, it shall notify the Debtor corporations and
the respective leasing corporation of such, and the latter must subsequently pay
the Bank the pending rents, and the Bank must in turn apply the result of such
payment to the aforementioned loan repayment. XII) EXCLUSIVE FINANCIAL
CONDITIONS FOR THE DEBTORS: The financial conditions shall be
measured by the Bank with the consolidates audited balances of both Debtors at
the end of the year and with the quarterly consolidated balances of both Debtors
two months after the end of each quarter, at the latest, calculated in a
quarterly and annual manner, taking the results of the last twelve months as a
basis, all of which the Debtors state to understand and expressly accept. The
Debtors hereby bind themselves to maintain the following financial ratios: (1)
the EBITDA ration between the current portion of the long-term debt plus
interests must be greater than or equal to the ration of two point five: one
point zero (2.5:1.0), calculated quarterly and annually, taking the
last twelve months as a basis. (2) the Financial Debt: EBITDA ration shall not
at any time be greater than three point zero: one point zero (3.0:1.0),
calculated quarterly and annually, taking the last twelve months as a basis. For
these effects, the Financial Debt shall be understood as the total amount of the
sums generated by the bank obligations, bonuses, overdrafts and other
liabilities generated by the payment of interests, excluding any debt
subordinated to this agreement. (3) A Minimum Tangible Net Worth of Eleven
Million US Dollars (US$11,000,000.00). For such effects, EBITDA shall be
understood as: Profits before interests, taxes, depreciation, repayment and any
other expense originating from the head office that does not present a cash
outflow; and Tangible Net Worth shall be understood as: the company
capital minus intangibles and accounts receivable from related and
affiliated companies, plus the subordinated debt. XIII) REPORTING: a) The
Debtors hereby undertake to submit consolidated and audited bank statements,
with opinions and notes from PriceSmart El Salvador S.A. de C.V., PriceSmart
Honduras S.A. de C.V., PriceSmart Panamá, S.A., Inmobiliaria PriceSmart S.A. de
C.V. and PriceSmart Inc. (consolidated and individual), to be submitted one
hundred and twenty (120) calendar days after the end of the fiscal year; b) The
Debtors must submit consolidated quarterly financial statements to PriceSmart El
Salvador S.A. de C.V., PriceSmart Honduras S.A. de C.V., PriceSmart Panamá,
S.A., Inmobiliaria PriceSmart S.A. de C.V. and PriceSmart Inc. (consolidated and
individual) with their main annexes to be submitted within a maximum term of
forty-five (45) calendar days after the end of each quarter; c) The Debtors must
submit a quarterly certificate of compliance with the financial and reporting
conditions a maximum of forty-five (45) calendar days following the end of each
quarter, duly signed by their legal representatives. The compliance certificate
must include calculations of the financial conditions, as well as a signed
statement by the General Managers of the Debtors, indicating their compliance
with the conditions of this Loan. XIV) NON FINANCIAL CONDITIONS: The Bank and
the Debtors state to be fully aware that this loan has been granted in
consideration of the direct or indirect shareholding structure currently
controlling the Debtors, as well as their net worth, indebtedness and payment
capacity, and thus any change affecting the assessment conditions shall
constitute cause for the expiration of the term, in which event the total
balance of the obligation shall be required as if the term had expired, prior to
the corresponding risk analysis. For these effects, the Debtors are compelled to
notify the Bank in the event of: a) A change to its shareholding structure; b)
Any reduction of the Tangible Net Worth; and, c) the events and noncompliance
modifying the credit risk assessment conditions under which this loan was
approved. Consequently, in addition to those causes for the expiration of the
term set out in clause IX of this instrument, the following events, individually
or combined, shall constitute causes for the expiry of the term: a) A change in
its shareholding structure; b) Changes to the nature of its operations; c) The
Debtors shall employ their best efforts so that PriceSmart Inc. irrevocably and
unconditionally subordinates current or future accounts payable held in their
favor by the Debtors, that are not associated with the financing of liquid
assets, such as inventories, accounts receivable and other liquid assets, in
favor of the Bank; d) Guarantee or endorse future third party obligations
including those of affiliates and/or subsidiaries, other than those deriving
from the normal line of business and enter into credit terms without obtaining
due prior authorization from the Bank; d) Should an adverse substantial change
occur in the business, financial condition or in the operations of the Debtors,
or if any circumstance of a financial, political or economic nature should
occur, whether at the national or international level, providing the bank with
reasonable grounds to conclude that the Debtors shall not be able or will not be
capable of fulfilling or complying with their obligations under this Agreement;
f) Any variation of the Tangible Net Worth of the Debtors that may result in the
reduction of the agreed on value of Eleven million US Dollars
(US$11,000,000.00); g) Pay dividends, give loans to their executives,
shareholders, affiliates or subsidiaries, or performing any other form of
distribution of its profits, unless all the obligations of the Debtors are up to
date with regard to payment and all the conditions set with the Bank are met; h)
Enter into credit terms with other financial institutions in conditions that are
more favorable than those granted to be Bank in this public deed. In the event
that this occurs, the Debtors undertake to provide the Bank additional
guarantees so that this loan stands in equal or better conditions than the other
financial institutions; i) the non delivery of notices which the Debtors are
compelled to provide the Bank; j) Upon the occurrence of any cause for early
termination or expiry agreed on in the cross-joint bond and that have been
established by PRICESMART HONDURAS S.A. DE C.V., PRICESMART PANAMA S.A. and
PRICESMART INC. and that likewise guarantee the terms contained in this deed; k)
in the event of the sale, leasing, exchange, mortgage, pawning or any form of
transfer or encumbrance on their assets. XI) JOINT SIGNATURES: In order to
guarantee all the obligations undertaken in this instrument by PRICESMART EL
SALVADOR, S.A. DE C.V. and INMOBILIARIA PRICESMART EL SALVADOR, S.A. DE C.V.,
the corporation PRICESMART, INC., established under the laws of the State of
Delaware, United State of America, PRICESMART PANAMA, S.A., established under
the laws of the Republic of Panama, and domiciled in Panama City, and PRICESMART
HONDURAS, S.A. DE C.V., established under the laws of the Republic of Honduras,
domiciled in the city of Tegucigalpa, must register in each one of their
jurisdictions and under the local legislation of each country of origin of such,
the mandatory documents in which they, jointly with the Debtors, undertake to
pay this loan, in the same covenants, terms, conditions and obligations as the
Debtors. XVI) GUARANTEES. A) MORTGAGE. This loan is guaranteed with the FIRST
OPEN MORTGAGE established under letter A) of this instrument by the Mortgager
INMOBILIARIA PRICESMART EL SALVADOR, S.A. DE C.V. b) APPOINTING THE BENEFICIARY
OF THE INSURANCE POLICY. PRICESMART INC., a corporation domiciled in California,
United States of America, and established under the laws of the State of
Delaware, United States of America, as an indirect shareholder of the Debtors,
has appointed the Bank as the beneficiary in its international property damage
insurance policy number PEXD-three seven seven four three eight three five,
taken out with the company ACE American Insurance Company, a US international
insurance company, with regard to the coverage that such international insurance
policy offers on mortgaged property and property given in guarantee in this
instrument, for a general sum of up to EIGHT MILLION US DOLLARS; all according
to the document stating the appointment of the beneficiary that was issued on
August twenty-one of this year. XVII) FEES AND EXPENSES: The Debtors shall bear
the expenses and fees corresponding to this instrument, among such: all expenses
incurred in by the Bank for the effects of the registration and /or cancellation
of the mortgage that guarantees this loan in the Root Property and Mortgage
Registry, the respective Corporate Registry or the Commercial Registry, such as
registration rights, substitution of folios, extracted or literal
certifications, new cautions, cancellations of any nature, in accordance with
the Law on Uniform Procedures regarding the Submittal, Process and Registration
or Deposit of Instruments at the Root Property and Mortgage, Corporation
Property, Commercial and Intellectual Property Registries and other effective
laws; as well as any other act or expense considered necessary in order to
comply with the before indicated purpose, for which the Debtors authorize the
Bank so that it may charge to any of its checking and /or savings accounts or
any type of monetary deposit account held with the Bank, the expenses incurred
in for such concept, as long as this is backed by accounting evidence, which is
expressly and previously accepted by the Debtors in this act, throughout the
term of this loan. XVIII) FINAL STATEMENTS: a) SPECIAL SUBMISSION: The Debtors
especially submit to the provisions of the Bank Law in that which is relevant
and to the other effective laws regulating this type of agreements. B) SPECIAL
DOMICILE AND EXPENSES. For all the effects of the guarantee and obligations
established and entered into by the Debtors in this instrument, motivated by the
acts held in this instrument, the Debtors submit to the competency of the courts
of the city of San Salvador; and to the procedure set out in Section two hundred
and seventeen of the Bank Law and the Executive Opinion that may be promoted by
the Bank or in its events. The Bank shall be the depository of the
properties that are embargoes, without any obligation of providing a bond, but
shall answer for the deterioration suffered by such in the measure indicated in
Section two hundred and seventeen of the Bank Law, and the Debtors shall bear
the procedural costs established in accordance with the general rules of
ordinary law, as well as the expenses corresponding to this deed and the
cancellation in such event, and any other in which the Bank incurs in collecting
the granted loan, including personal expenses, as long as such are justified by
accounting evidence. c) Likewise, INMOBILIARIA PRICESMART EL SALVADOR, S.A. DE
C.V., designates SCOTIABANK EL SALVADOR, SOCIEDAD ANÓNIMA as its Special Proxy
with regard to notices, faculties that shall be exercised by the individual
designated by the latter, regarding the registration of instruments subject to
Registration, also authorizing such to lodge any appeal that it is entitled to
exercise, according to the Law on Uniform Procedures for the Submittal, Process
and Registration or Deposit of Instruments in the Root Property and Mortgage,
Corporate Property, Commercial and Intellectual Property Registries and other
laws in effect. D) The undersigned Notary, hereby expressly delegates the power
granted to me by Section twelve of the Law on Uniform Procedures for the
Submittal, Process and Registration or Deposit of Instruments in the Root
Property and Mortgage, Corporate Property, Commercial and Intellectual Property
Registries, for the submittal and withdrawal of the first certified copy issued
from this matrix deed, solely and exclusively to SCOTIABANK EL SALVADOR,
SOCIEDAD ANÓNIMA, and undertake not to authorize anyone other than the Bank to
execute the process, holding such harmless with regard to any type of
responsibility pertaining to the corresponding instruments. I also hereby state
to be aware of the undertaking imposed by Section sixty-seven of the Notary Law
and that set out by the Law on Uniform Procedures for the Submittal,
Process and Registration or Deposit of Instruments in the Root Property and
Mortgage, Corporate Property, Commercial and Intellectual Property Registries,
especially that provided in its Sections seven, eight and nine, being subject to
the responsibility set out in Section sixty-two of the Notary Law and other
effective legal provisions for damages caused by my noncompliance. For all the
aforementioned, I hereby undertake collaborating and assisting with the Bank, at
its request, to solve any type of observation made by the respective Root
Property and Mortgage Registry, including the substitution of folios and
issuance of a new instrument when such is necessary. XIX) ACCEPTANCE OF THE
BANK: Appearing since the beginning of this instrument is Mr. MOISES FRANCISCO
ALFARO CHINCHILLA,, thirty years old, Lawyer and Notary, of this domicile, whom
I personally know, bearer of his Sole Identity Card number zero on million seven
hundred and one thousand and twenty-seven- eight, acting on behalf
and in representation, in his capacity as Special Administrative Proxy of
SCOTIABANK EL SALVADOR, S.A., which legal status I shall relate at the end of
this instrument, and in the capacity in which he acts, he states to be aware of
the content of this deed, accepts such in all its terms and receiving all the
rights on behalf of the company it represents, especially in that referring to
the special elect domicile by the Debtors. I, the Notary, attest: (i) That in
accordance to that set out in Article two hundred and twenty of the Tax Code, I
hereby state to have informed the grantors that for the purposes of the
registration of this instrument in the respective registry, solvency and
authorization is required as per that corresponding, by the Tax Authority, and
that set out in Section thirty-nine of the Notary Law; and (ii) That the legal
status under which Mr. Moises Francisco Alfaro Chinchilla is acting, on behalf
and in representation of SCOTIABANK EL SALVADOR, S.A. is sufficient, having had
at sight the Public Deed pertaining to the Special Administrative Power granted
in the city of San Salvador, at nine thirty-five a.m. on March twenty-six, two
thousand and eight, under number SIXTY-ONE of Book ONE THOUSAND TWO HUNDRED AND
FIFTY-SEVEN of Other Trade Documents, through which Mr. Brian Wayne Brady, in
his capacity as Executive President of the Bank, and as such legal
representative of such, appointed the appearing party, Mr. Moises Francisco
Alfaro Chinchilla, and others, as proxy, so that they may jointly or severally
grant deeds such as this, power which I shall not add to the file of annexes in
my Archive of Notarial Original Documents, since it contains other faculties to
be complied with; whereas Mr. Moises Francisco Alfaro Chinchilla is authorized,
among others, to grant this instrument in the terms agreed on herein. Such was
that stated by the appearing parties to whom I exposed the legal effects of this
deed; and having fully read the written, all the way through without any
interruption, such parties ratify its content, and the parties and I undertake
the compliance of such and sign below. I ATTEST. Amended: SIX- Inserted between
the lines: ten minutes- respective and- consolidated-
consolidated.------------------------------
(Three
illegible signatures appear at the bottom of this
page).-------------------------------------------------
PLACED
BEFORE ME, under the reverse side of folio sixty-nine to the front of folio one
hundred and eighty-one of Book SIX of my Archive of Notarial Original Documents,
which expires on tMay thirteenth, two thousand and ten.- And in the city of San
Salvador, on September one, two thousand and nine, I issue, sign and seal this
copy to be delivered to PRICESMART EL SALVADOR, SOCIEDAD ANÓNIMA DE CAPITAL
VARIABLE.------------------------------------------------------------------------
(An
illegible signature and the seal of NOTARY Elizabeth Acosta Espinoza appear at
the end of this
certification.)-----------------------------------------------------------------------------------------------------------------