THIS LOAN AGREEMENT is dated as of the ___ day of __________, 2001, by and among PSMT, LLC, a
U.S. Virgin Islands limited liability company doing business as PriceSmart, whose mailing address is 6501 Red
Hook Plaza, Suite 201, St. Thomas, U.S. Virgin Islands 00802 (the "Borrower"), PRICESMART, INC., a
Delaware corporation, whose mailing address is 4649 Morena Blvd., San Diego, CA 92117 (the "Guarantor"),
and BANCO POPULAR DE PUERTO RICO, a commercial banking institution whose mailing address is P.O.
Box 8580, St. Thomas, U.S. Virgin Islands 00801 (the "Bank").
WHEREAS, the Bank has agreed to extend to the Borrower, and the Borrower has accepted, a revolving line of
credit facility upon the terms and conditions hereinafter described (the "Line of Credit" or the "Loan"), to be used
by the Borrower for (a) the funding of working capital requirements of the Borrower, and (b) closing costs
associated with the Loan;
NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the parties
hereto agree as follows:
1. REPRESENTATIONS. The Borrower and the Guarantor, respectively, represent, covenant and warrant that:
1.1 COMPANY / CORPORATE EXISTENCE AND POWER. The Borrower is a limited liability company
duly organized, validly existing and in good standing under the laws of the Territory of the U.S. Virgin Islands and
has the power to make this Agreement and to borrow hereunder. The Guarantor is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware and has the corporate power to
make this Agreement and to guaranty the Loan.
1.2 COMPANY / CORPORATE AUTHORITY. The making and performance by the Borrower and
Guarantor of this Agreement has been duly authorized by all necessary corporate and company action and will
not violate any provision of law or of their respective Articles of Organization, Articles of Incorporation, Limited
Liability Company Agreement, Bylaws or other organizat