Quantities and Uses | Presmart Corporation | Commercial Contracts (2023)

EX-10.24dex102.htmLoan agreement between Banco Bilboa Vizcaya Argentaria. Loan agreement between Banco Bilboa Vizcaya Argentaria

Exhibition 10.2

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loan agreement

Among the undersigned, BANCO BILBAO VIZCAYA ARGENTARIA (PANAMA), S.A., a corporation duly registered in the Microfilm Division (Commercial) of the Public Register, Microjacket 099364, Roll 9705, and Image 0163, in these actions by JENNY G. FONG and MARINELLY ARCE DE SALAZAR, holders of identity card numbers 8-229856 and 6-269-925, respectively, as joint agents, on the one hand, hereinafter referred to as "BANK", and on the other hand, Mr. JESUS ​​VON CHONG and JULIO WONG Sir, Holders 8-25-806 and 8-427-573, respectively, acting in the name and on behalf of PRICESMART PANAMA, S.A., registered on microjacket No. 308071, Registration No. 47.670 and Picture No. 0060, duly authorized to do so by resolution of the General Meeting of Shareholders of the above company passed at its meeting on January 13, 2010, the original of which is attached to this contract, hereinafter referred to as the "debtor", enters into a loan agreement, which contains the following clauses:

Amount and use

identical: The Bank declares that, at the request of the Debtor, it has opened a line of credit for the Debtor in the amount of three million U.S. dollars (US$3,000,000.00) in legal tender of the United States, the amount of which has been deducted from the Bank's debts and may only be accessed by:

The parties expressly agree that the total amount owed on the loan shall not in any event exceed three million dollars ($3,000,000.00), the lawful currency of the United States of America, the maximum amount of this loan.

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availability

two: In order to use the funds and credit facilities offered to the debtor, the party must execute, accept and submit to the bank the forms available to the bank for the debtor, this transaction and those using promissory notes or negotiable instruments. The above business or credit documents meet all requirements and are completed according to the bank's instructions. It is also agreed that the signature, acceptance and delivery of the above documents by the Debtor shall not constitute a novation.

three: However, if the bank considers that the obligor has not complied with this contract, or if his financial situation is not sufficient to secure the creditworthiness of the bank, the bank may refuse the obligor to use the unused amount and relief, if the bank considers the obligor.

four: The debtor's maximum term isfive (5)years fromDate payment started.

five: In order to facilitate the Bank to pay the amount paid under the Loan, the Debtor agrees to issue a promissory note or negotiable document in favor of the Bank for the amount paid under the Loan. The bank may agree to split the amount paid into multiple promissory notes or negotiable documents.

six: The Bank may, at its sole discretion, agree to refinance a funded promissory note or negotiable instrument if it deems it to be in its interest. In such event, the Bank may accept one or more new terms and conditions of the Refinancing Document, which shall apply as part of this Loan Agreement for all their effects.

seven: The parties understand that the promissory note or negotiable document referred to in the above clause is only a means of facilitating payment, and,

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Accordingly, in no event shall this constitute a novation of obligations under this Agreement.

Behavior: The Debtor hereby assumes the position of principal payee and obligor of all obligations hereunder in favor of the Bank and declares that such obligations shall not be deemed extinguished or reduced by reason of any act or omission by the Bank, or If he expressly waives the relevant notice or communication due to the debtor, as well as agrees to any request for extension or other action related to the contractual obligations, and accepts all the terms of the document signed by the Bank as the main debtor of these commitments.

Express

newen: The term of this Agreement is five (5) years commencing on April 30, 2003.

The parties expressly agree that the bank may terminate the contract at any time by sending a telegram to the debtor. In this case, the Loan Agreement shall be deemed concluded from the date of sending the relevant telegram. In this case, the debtor has the option to pay the total amount of all sums due to the bank within thirty (30) days or at the latest within the period agreed in the document mentioned in Article 5.

If the last option is chosen, the debtor will continue to fulfill all its obligations under this agreement and the documents referred to in Article 5 until all amounts owed to the bank are settled and its obligations discharged.

Notwithstanding the foregoing, if the Bank terminates the Agreement solely for the reasons stated in the Terms, the aggregate amount owed by the Debtor to the Bank shall be deemed due and payable without notice or notification and shall be immediately payable to the Bank.

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In turn, the debtor can declare the account closed at any time by paying the amount owed up to that point and notifying the bank in writing after payment that he wishes to close the account.

interest

ten: The debtor undertakes to pay the bank interest on the amount owed as a loan at the interest rate resulting from the increaseTwo and a half (2.5) basis points of the LIBOR1M rate, listed in the bankper monthperiod. The quotation received by the bank counts as complete proof. This sentence will be adjustedper monththrough the bank.

The debtor promises to pay the minimum interest rateFive percent (5%) per annum.

The Debtor agrees to pay interest in the agreed manner subject to any variation thereof on the basis set forth in this Clause. The debtor undertakes, in the event of a change in the terms of the interest rate, to pay the new interest rate on the amount owed from the effective date of the rate increase or decrease. The bank may notify the debtor of the change in the interest rate in a receipt or other document regarding loan payments.

In the event of default on payment of a promissory note financed by the bank, the obligor undertakes to pay default interest to the bank on the amount payable in the amount ofFour percent (4%) per annum, in addition to the benefits agreed in this clause, orEighteen percent (18%) per annum, whichever is higher. Interest not paid on time is capitalized.

The interest corresponding to the loan drawn by the debtor to be financed by the bank will be paid by the debtor at the latestThirty (30) or thirty-first (31) dayevery month.

Payment

twelve: The debtor will pay all amounts due on the due date at the offices of the Bank of Panama City, or at any place designated by the bank in writing. the masses say

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Payments, whether of principal, commission or interest, or any other concept, shall be made in legal tender of the United States and not in other currencies from immediately available funds, free from any income tax, stamp duty or tax of any other nature and Any assessment, fee, duty, levy, tax, deduction or withholding tax, now or in the future, may be paid in respect of such payment to any government or political subdivision or tax authority of any country in which the representative is obliged, as in such case, The amount owed increases so that the Bank will always receive the amount it would have received had there not been such rates, taxes, deductions, withholdings, fees and charges etc.

It is also agreed that the debtor bears and will bear all losses arising from political risks, currency restrictions, depreciation, remittances and their costs, withholding taxes, conversion commissions and other similar charges or monetary, fiscal or economic changes affecting its debts that may affect the bank , as it must receive in full, without deduction, depreciation or reduction, the sums owed to it plus interest and commission.

The debtor agrees that the payment will be made by debiting the current account at the bank and that the debtor has the necessary funds available on the day of the relevant payment. Under no circumstances would such a burden lead to replacement.

warranty

Thirteen:The obligor undertakes to provide additional agreed guarantees to the bank at the request of the bank, especially if the economic situation of the obligor changes or the value of the guarantee already given or provided falls and the bank believes that it has fallen.

confirmation agreement

fourteen:During the term of this contract, the debtor undertakes to maintain its legal existence and not to consolidate, dissolve or liquidate its assets without the prior written consent of the Bank.

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fifteen: turn to.The Debtor agrees to abide by all laws, rules, regulations and regulations that may apply and to pay all its obligations when due and to pay all its taxes and duties, whether state or municipal, on time.

sixteen: own capital.The Debtor agrees not to allow any change in the percentage or fractional ownership interest in the Debtor's equity capital and, with the prior written consent of the Bank, to permit or record the transfer of shares, shares or interests currently held by its shareholders or affiliates.

seventeen: financial report.The debtor undertakes to keep records of its financial position, inventories, books and documents in accordance with laws and official regulations and generally accepted accounting principles. It also undertakes to submit to the bank a balance sheet with an overview of its financial position and the status of each business within three (3) months after the end of each financial year, and a cash flow statement for each term and each financial year or when the bank any other time required during the term of this contract. These balance sheets, reports and accounts are checked by qualified persons recognized by the bank.

eighteen: balance balance.The debtor maintains a checking account with a confirmed balance whose daily average corresponds to the balance agreed upon by both parties. Verification of the confirmed average daily balance takes place on the last day of each quarter.

nineteen: application.The debtor authorizes and authorizes the bank to use all monies deposited with the bank by the debtor, whether checking account, savings account, time deposit account or any other type of account, whether joint or private, to pay debts arising from this line of credit , the bank has the right to debit these accounts to settle debts as they fall due.

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In the event that one of the due obligations falls due, the bank can take control of the assets, loans and valuables in the debtor's possession at the time until said obligation is satisfied. The asset will additionally support the bank from that moment, and the bank can therefore request judicial disposition of it in order to collect due amounts from its proceeds in a privileged manner or to exercise the right to compensation. It goes without saying that the bank may simultaneously or successively claim against the debtor the damages referred to in this paragraph or the pledge.

information

twenty:The debtor authorizes the bank to obtain from third parties, without restriction, information about the debtor's economic situation and all matters directly or indirectly related to it. It also authorizes it (the bank) to provide information to third parties. The debtor releases the Bank and other banks, companies, lenders and third parties from any liability for the information it provides. Instead, it instructs them to provide and receive any information or feet they may need.

The Bank and all other third parties are only liable for willful misconduct or malicious conduct in the use and processing of this information.

Default case

21: In addition to the content agreed by both parties in other clauses of this contract and additional documents, if one of the following circumstances occurs, the bank may terminate this contract and/or declare all the money owed by the debtor to be due, and take action against all the money owed legal action case

a) If the debtor fails to pay any installment or payment of principal, interest or commission stipulated in this agreement or in the credit documents used to develop the line of credit when due.

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b) If the Debtor or any of its guarantors or guarantors becomes insolvent or subject to a lender arrangement or is declared bankrupt, or if the assets or business of the Debtor or its guarantors or guarantors are seized, confiscated or otherwise prosecuted.

c) the failure of the same person to perform any term or provision of this Agreement, or any term or provision of the Credit Facility used in making this Loan Agreement, or any other obligation they have entered into for this Loan Agreement to the Bank.

d) If the debtor has or will in the future have any omissions or inaccuracies in its reports to the Bank or in its balance sheets or financial statements filed or provided to the Bank.

e) The credit is used for activities other than the company's normal business or for purposes other than the agreement, or the debtor's business is used by himself or others for investment or transactions other than this business.

The parties agree that if the Bank terminates the Contract for the reasons specified in this Article, the total amount owed by the Debtor to the Bank shall be deemed due and payable without any notice or notice and shall be paid immediately by the Bank.

Insurance

22：The debtor undertakes to insure its assets and property against fire, earthquake, flood, damage of any kind, theft and theft.

If the debtor does not purchase the necessary insurance or does not renew the insurance in time, the bank can do so at the debtor's expense. Interest will be charged on all sums due on this account at the highest rate allowed, and the debtor is obliged to pay the interest to the bank at its request. The debtor assigns and transfers to the bank all compensation amounts that he may have to pay to the insurance company in the event of a claim, up to the amount of this loan. Therefore, he will confirm the relevant policy and its insurance contract, and immediately submit an application for renewal to the bank. In case of loss, the bank will retrieve it

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Indemnification under the policy, using the proceeds to pay what it owes and paying the balance, if any, to the debtor.

cost

23:All costs arising from this contract, and all documents issued for the processing of this contract shall be borne by the debtor at the Bank's request. The Debtor shall also bear the costs and attorneys' fees, notarial fees, deeds, taxes and registration fees incurred in connection with this Contract, as well as judicial or extrajudicial fees and expenses required to comply with this Contract; DEBOR shall also bear all Charges and Obligations, Believing that it is liable or liable to make such payments, whether or not in connection with this Agreement, directly or indirectly, promissory notes, negotiable documents (instruments); letters of credit, letters of guarantee or other documents issued hereunder, Regardless of the existence of such duties or obligations, and all supporting documents provided by the Bank constitute sufficient proof to the Debtor. Amounts paid by the bank to the debtor's account will accrue interest on the balance due at the rate set by the bank for such payments and interest will accrue if the payment is not returned to the bank.

hint

24：Any communication that the Bank should or wishes to send to the Debtor under this Agreement may be sent to the following address: PriceSmart Panama, Esquina de Via Brasil and Via España, Panama.

Notice shall be deemed given when the letter, telex, facsimile or telegram is posted, deposited or delivered to the place specified for such notice.

disclaimer

twenty five:Steps of the debtor's renunciation of domicile, execution and submission, as well as any notice of non-payment of the debt and claims therefor.

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transferability

Twenty-six: The debtor agrees that the bank may assign all or part of the credits and guarantees referred to in this agreement to any credit institution or third party without the prior consent of the debtor or any notice requiring attention from the debtor.

Jurisdiction and Applicable Law

Twenty-seven: The parties agree that any legal proceedings relating to the interpretation, application or termination of this Agreement and its supporting documents shall be brought in any court of competent jurisdiction located in Panama City, Republic of Panama or, at the Bank’s option and at the Bank’s discretion to any court in any city or country designated or chosen by the Bank; and irrevocably, any decision in any such suit or proceeding shall be final and may be passed on the basis of such decision or as otherwise provided by law. required or enforced in any other jurisdiction.

The parties also agree that all matters relating directly or indirectly to this Agreement and its supplementary documents shall be governed by the laws of the Republic of Panama, except for any action or proceeding brought by the Bank in the courts of another country or other jurisdiction; in such In any event, the acts or procedures described shall be governed by the laws of the jurisdiction or country in question, without regard to the principles of that country's choice of law.

suppose

Twenty-eight: The Bank undertakes in its favor the obligations set forth in this agreement and other documents related to this line of credit.

that power

Twenty-nine: Those who have signed and accepted this document on behalf of DEBOR declare that they have the necessary power and authority to negotiate and sign it, and the authority to bind it.

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He/she likewise declares that all natural or legal persons who are in some way liable under this agreement are duly incorporated and registered under the laws of their place of establishment and are existing companies, i.e. at the time of signing this contract, he/she does not know any damages or claims against such persons that may in any way adversely affect their financial condition or business operations before any court or governmental authority.

This is to certify that this contract was signed at Panama City on the 31st day of March, 2003.

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ensure

Signed by Jesus Von Chong and Julio Wong, ID Nos. 8-251-806 and 8-427-563, respectively, Representative and RepresentativePRICESMART REAL ESTATE PANAMA, S.A., hereinafter referred to as the Guarantor, hereby agrees to be a co-guarantor for the following obligations:PREISSMART PanamaSupports BILBAO VISCAYA ARGENTARIA (PANAMA), S.A., BANK, hereinafter referred to as THE BANK, regardless of its origin, throughout the entire period of its partial or total existence, and declares that they are not deemed to disappear or diminished as a result of the actions of the Bank or omission, or if, at the time of production of a record of payment, it has not received such payment and the time limit has been allowed to pass by virtue of the guarantor's express waiver of relevant notice or notification and receipt of payment, he agrees to a deferment or otherwise in connection with his obligations hereunder. measures, and accept all terms and conditions of all documents signed by the bank with thePREISSMART PanamaAs if it were the primary debtor, including paying collection fees or costs in the event of foreclosure. Likewise, to all legal effects, it expressly waives, to all legal effect, any assertion of domicile, submission, right of apology, protest, notification of breach of any document or any future claim in case of non-performance, and enforcement proceedings, and immediate discharge of the Bank's obligations, for Payment of costs in connection with any enforcement or action in connection with this obligation Pay a security deposit Agree to pay all costs and costs incurred or incurred in connection with any enforcement or action arising out of this obligation, or obligations secured thereby, whether such obligations are judicial of or extrajudicial and agree to the amount of each

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Litigation related to its security obligations serves as the basis for the auction.

Likewise, she authorizes the bank to debit her account for the outstanding balance of this obligation as she sees fit.

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