Exhibit 10.8(b)
ACCESORY LOAN AGREEMENT WITH
ASSURANCE OF SECURITY WITHOUT DISPOSSESSION
BETWEEN:
BANCO NACIONAL DE CREDITO, S.A., a banking corporation, organized and existing
according to the Laws of the Dominican Republic, with business address and main
offices located on the corner of avenidas Xxxx X. Xxxxxxx and Tiradentes of this
city of Santo Xxxxxxx, duly represented by Messrs. Xxxxxxxx Xxxxxx and Xxxxxxxxx
Xxxxxxxxx, Dominicans, of legal age, married, bank executives, bearers of
personal and electoral Identification Cards Nos. 000-0000000-0 and
000-0000000-0, domiciled and residents in this city of Santo Xxxxxxx, who act in
their conditions as Vice-president for Risk Administration and Legal and
Vice-president of Corporate Banking; Institution that from now on will be
denominated "THE BANK".
PRICESMART DOMINICANA, S.A., a corporation organized and existing according to
the laws of the Dominican Republic, with its business address and principal
offices in Avenida San Xxxxxx Xx. 000, Xxxxxxxxx Xxxxxxxx X, Xxxxx 000 of this
city of Santo Xxxxxxx; duly represented by Xxxxxxx Xxxxxxx, Dominican, of legal
age, married, businessman, bearer of Identification Card No. 00-0000000-0,
domiciled and resident in house No. 33 of calle Xxxxxxxx Xxxxxxx del Ensanche
Plantini of this city, and Xxxx Xxxxxx of North American nationality, of legal
age, bearer of Passport of the United States of America No. 093904746, domiciled
at avenida Xxxxxxx Summer No. 54 of this city of Santo Xxxxxxx; who act in
virtue of resolution of the Board of Administration of February 14th, 2000; and
INMOBILIARIA PRICESMART, S.A., a corporation existing according to the laws of
the Dominican Republic with business address and main offices located at Avenida
San Xxxxxx Xx. 000, Xxxxxxxx Xxxxxxxxx X, Xxxxx Xx. 000 of this city of Santo
Xxxxxxx; duly represented for the purpose of this act by Xxxxxxx Xxxxxxx,
Dominican, of legal age, married, businessman, bearer of Identification Card No.
000-0000000-0, domiciled and resident in house No. 33 on calle Xxxxxxxx Xxxxxxx
del Ensanche Plantini of this city; and Xxxx Xxxxxx of North American
Nationality, of legal age, bearer of Passport of the United States of North
America No. 093904746, domiciled at avenida Xxxxxxx Summer No. 54 of this city
of Santo Xxxxxxx; who act in virtue of resolution of the Board of Administration
of February 14th, 2000; business entities that will be denominated "THE
DEBTORS", or by their own names without distinction.
PSMT CARIBE, INC., business entity organized according to the laws of the
British Virgin Islands, with its business address located in the offices of
Ernst & Young Trust Corporation (BVI) Limited, X.X. Xxx 0000, Xxxx Xxxx, Xxxxxxx
Xxxxxxx Xxxxxx Xxxxxxx; and accidentally in the building located at No. 10 of
Avenida Xxxx X. Xxxxxxx of this city of Santo Xxxxxxx; duly represented for the
purpose of this act by Xxxxx Xxxxxxx Xxxxxxxx Xxxxxx, of North American
nationality, of legal age, married, bearer of passport No. 000000000, domiciled
and resident at No. 0000 Xxxxxx Xxxx., Xxx Xxxxx, Xxxxxxxxxx, and accidentally
in this city of Santo Xxxxxxx; who acts in virtue of the Power of the President
of PSMT CARIBE, INC. of February 15th, 2000, the signature has been legalized by
Notary Public Xxxxxxxx Xxxxxxxxx, and duly legalized by the Consul for the
Dominican Republic in the city of San Francisco, California; PRICESMART, INC.,
business entity organized according to the laws of the State of Delaware, with
its business address located in No. 0000 Xxxxxx Xxxx, Xxx Xxxxx, Xxxxxxxxxx; and
who has
chosen as domicile for the purpose of this agreement, the building marked No. 10
of Avenida Xxxx X. Xxxxxxx in this city of Santo Xxxxxxx; duly represented for
the purposes of this act by Xxxxxxx Xxxxxxx Xxxxxxx, of North American
Nationality, married, businessman, bearer of Passport No. 000000000, domiciled
and resident accidentally in this city of Santo Xxxxxxx, who acts section No. 5
of the By-laws; PSC, S.A., business entity organized and existing according to
the laws of Panama, with its business address and main office located in the
city of Panama and accidentally in the building located in Avenida Xxxx X.
Xxxxxxx of this city of Santo Xxxxxxx, duly represented for the purpose of this
act by Xxxxxxx Xxxxxxx Brea, Dominican, of legal age, married, businessman,
bearer of Identification No. 000-0000000-0, domiciled and resident in house No.
33 of calle Xxxxxxxx Xxxxxxx del Ensanche Plantini of this city; who acts in
virtue of resolutio of the Board of Directors of December 9th, 1999; entities
that jointly will be denominated "THE SEVERAL AND INDIVISIBLE SURETY"
WHEREAS: On the 22nd of February, 0000, "XXX XXXXXXX" and THE SEVERAL AND
INDIVISIBLE SURETY subscribe with "THE BANK" a Loan Agreement with Mortgage
Guarantee in Dollars for the sum of FOUR MILLION ONE HUNDRED AND FIFTY-THREE
THOUSAND DOLLARS OF THE UNITED STATES OF AMERICA WITH 00/100 (US4,153,000.00),
to finance the already finished construction of a store for PriceSmart
Dominicana, S.A., located in the city of Santiago, Dominican Republic.
WHEREAS: As a guarantee and security of the payment of the pending sums by
virtue of the above mentioned loan agreement the several and indivisible
securities were accepted, as is described below: (1) mortgage in first rank on
the property that is described below:
A PORTION OF SEVENTEEN THOUSAND FIVE HUNDRED SQUARE METERS (17,500 MTS2) LOCATED
WITHIN THE LIMITS OF PARCEL OF LAND NO. 7-C-8-I OF THE OF THE CADASTRAL DISTRICT
NO. 8 OF THE MUNICIPALITY OF XXXXXXXX, SECTION 3 OF XXXXXX LARGO, PROVINCE OF
XXXXXXXX WITH THE FOLLOWING LIMITS: TO THE NORTH, AVENIDA XXXXXXXX SADHALA AND
PARCEL NO. 7-C-B-I (REMAINDER): TO THE EAST AVENIDA XXXXXXXX SADHALA; TO THE
SOUTH PARCEL NO. 7-C-8-I (REMAINDER) AND XXXXXX GURABO; AND TO THE WEST PARCEL
NO. 7-C-8-I (REMAINDER). THE PROPERTY OF THE MENTIONED PORTION IS COVERED IN
CERTIFICATE OF TITLE NO. _____________, ISSUED BY THE TITLE RECORDER OF THE
DEPARTMENT OF SANTIAGO, IN FAVOR OF INMOBILIARIA PRICESMART, S.A.,
and ( b ) several security of the business entities PSMT CARIBE, INC; PRICEMART,
INC and PSC, S.A.., their relevant particular are described in the first page of
this document, become several and indivisible guarantors of all and each one of
the obligations contracted by "THE DEBTORS", in the following proportion: (1)
PSMT CARIBE, INC. for one hundred percent (100%) of the amount of the loan plus
the interests; (2) PRICESMART, INC., up to sixty percent (60%) of the amount of
the loan plus the interests and ( 3 ) PSC, S.A., up to forty percent (40%) of
the amount of the loan plus the interests. Likewise, it has been agreed that the
mentioned guarantors may not xxxxxx "XXX XXXX" in the benefit of discussion
referred to in article No. 2021 and the ones that follow in of the Civil Code in
force.
WHEREAS: As accessory to the mortgage security in FIRST RANK accepted by "THE
DEBTORS", as well as the several security, by virtue of previously mentioned
agreement,
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"THE DEBTORS" accept in an accessory manner a Pledge Without Dispossession, on
assets of his property, with an estimated appraisal value of THIRTY-FOUR MILLION
ONE HUNDRED AND NINETY-NINE THOUSAND THREE HUNDRED WITH 00/100
(RD$34,199.300.00) with the purpose of guaranteeing the sums given as loan.
WHEREAS: The above WHEREAS clauses form and integral part of this agreement, the
parties,
HAVE AGREED AND CONVENED THE FOLLOWING:
ARTICLE ONE: AMOUNT. It has been understood that for more security and guarantee
of the payment of the sum of FOUR MILLION ONE HUNDRED AND FORTY THREE THOUSAND
DOLLARS OF THE UNITED STATES OF NORTH AMERICA WITH 00/100 (US$4,153,000.00)
loaned by "THE BANK" to "THE DEBTOR", by virtue of the loan agreement with
mortgage security of February 22nd, 2000, "THE DEBTORS" accept a collateral
guarantee without dispossession on the properties with an estimated appraisal
value OF THIRTY-FOUR MILLION ONE HUNDRED AND NINETY-NINE THOUSAND THREE HUNDRED
WITH 00/100 (RD$34,199,300.00) and that will be described in this same
agreement.
PARAGRAPH: SPECIAL CONDITIONS.- It has been specially agreed between the parties
that everything related to the manner of payment, recovery, interest rate,
commissions, conditions and terms included in the loan agreement with mortgage
guarantee entered y "THE DEBTORS" and "THE BANK" on February 22nd, 2000, and for
an amount of FOUR MILLION ONE HUNDRED AND FIFTY-THREE THOUSAND PESOS WITH 00/100
(US$4,153,000.00), will be the same that regulate this agreement. Likewise, the
parties agree any violation of those foreseen in the principal agreement that is
committed by "THE DEBTORS" in dealing with "THE BANK" making it callable, and
therefore enforceable, and therefore making the mortgage guarantee for the
latter granted party enforeceable, by option of "THE BANK", it will make
possible the execution of the pledge accepted by this agreement.
ARTICLE TWO: TERM OF THE SECURITY. The security accepted on the assets mentioned
in this agreement will be in effect with all its force and scope up to the date
of the total and definite payment of the loan granted in capital and interests
in virtue of the agreement of February 22, 2000, held between the parties and of
which this agreement is an accessory; with the understanding that the obligation
contracted by "THE DEBTOR" with "THE BANK" will have as expiration the terms
agreed in the effects and/or documents proof of the disbursements of the
agreement of February 22, 2000, previously indicated, whereby "THE BANK"
reserves the faculty to renew at its discretion the referred effects and/or
documents, in which case the above mentioned collateral will continue in effect
without restriction of any kind, in which case, default in payment on the part
of "THE DEBTORS" of those effects and/or documents their respective maturities
imply in full right, the loss of the benefit of the term that is established in
this agreement, and the requirement of all the obligations that have not matures
that have been contracted by "THE DEBTORS" with "THE BANK" and consequently, the
accepted collateral may be executed according to the Law, without having to wait
for the maturity of the term.
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ARTICLE THREE: COLLATERAL SECURITY. For more security and guarantee of payments
of the owed sums in virtue of the Loan Agreement with Mortgage Security of
February 22, 2000; "THE DEBTORS" accept to encumber with a collateral without
dispossession under Law 6186 of February 12, 1963 and its modifications, on the
assets that are described below:
( a ) EQUIPMENT AND MATERIALS FOR THE STORE
Description Assessed Value in Rd$
----------- ---------------------
Two levels of loading docks
"Yale" Mod. CM6 5W-8L (30,000Lbs) 123,300.00
Five "Airlink" Pneumatic Systems
to deposit money in tubes 125,600.00
Cabinets, shelves for jewelry, Membership,
Photographs, collectable materials and
Exchange house 303,200.00
Machine for wrapping transparent plastic
Belco Mod. STC2016 167,000.00
Ten (10) Big Xxx manual elevating carts,
Model X00 Xxxxxxx. 104,600.00
Two "Deka" Platforms, for batteries and
Battery Chargers, Mod. RBS 18-25 33,100.00
Six "Deka" Batteries, Mod. 18-P137-15 and
three "Deka" battery chargers, Mod. 880C3-
18/950, for hyster 610,100.00
"Deka" transporting car, Mod.,
TC-24-PP motorized by belt 106,000.00
Three "Yale" hoisting cars
Mod. ESC30ZA 1,132,800.00
"Xxxxxxxxx" Compactor, Mod. 30/60
HD2200 for cardboard boxes 169,700.00
Shelves for wooden palettes 2,458,900.00
Baskets, shelves for clothes
Trays and shelves for bread 350,000.00
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Sixteen "Xxxxxx" pieces of furniture
Kcu3500-PGT 442,600.00
Alarm system 361,600.00
Telephone system 298,300.00
"Yale" steam cleaner
Mod 680 54,200.00
Four "Rehrig" pens for cars for merchandise,
Mod 4300-15 and 400 "Rherig" carts
Mod 1200-50 761,600.00
"Safe & Vault" Safe, Mod SVM 6030 PCD 79,900.00
"Marco" Floor Cleaner, Mod. 29 144,800.00
Six "Lavi" dividing posts, Mod. 30000LT,
fences, signs and other miscellaneous 556,000.00
FOOD SERVICE
"Amco" shelves, for freezers, Mod.
CC183E-SBP and for dry storage, Mod.
CC184Z-SBP 36,300.00
"Continental" Refrigerator for pizza 51,700.00
"Process" press for pizza dough,
Mod. DP-1100 55,800.00
"Universal" show cabinet for pizza,
Mod. P/C-5SL-30 48,900.00
Four stainless steel tables
for handling food 26,500.00
"Middleby" bouble gas oven, for pizza,
Mod. Ps222OFS-D-G 374,800.00
"Xxxxxx" Smoke extractor, SS with its ventilator 52,000.00
"Continental" one section freezer, Mod. 1F 36,200.00
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Two SS washbasins for hands and utensils 54,700.00
Three carts for pizza dough 48,100.00
"Xxxxx" Hot-Dog Cooker, Mod.
RB-78-33SC 130,000.00
"Universal" SS show case,
Mod. P-S-Custom, 149" in length 80,500.00
"Star" showcase for churros, Mod. HFD-3 22,100.00
"Universal" SS Dispenser for Sodas,
Mod. P/C.BC-76 (44" x 71") 43,900.00
"Booth-Crystal" Ice and soda dispenser,
Mod. 220205061BC-50 66,500.00
"CristalTip" Ice maker,
Mod. 802CAS251-30 60,000.00
"Universal" SS piece of furniture for seasoning
Mod. P/C-CC-9624-2a (24" x 96") 59,100.00
Shelves and stands 69,600.00
"New Asia" Miscellaneous 50,700.00
"Cuno" Water filter for dispensers
Mod. 4S 14,500.00
"Plymold-seating" Tables and chairs, 24"
x 44" 295,000.00
Signs for menu, PriceSmart, etc. 147,600.00
"Nimbus" Water treatment system
Mod. 2000 92,100.00
BROILED CHICKEN
Two ovens for chicken Mod. MSR-2 409,900.00
Cabinet for keeping the chicken
Mod. HC-72/13 65,900.00
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Selfservice unit, Mod. SSW-4 116,300.00
SS table 30" x 40", SS wash basin,
Shelf, etc. 32,200.00
BAKERY
Two "Xxxxxx" ovens 206,400.00
Flour mixer for 30 Quarts 53,900.00
"Minipack" vacuum packer
Mod. "Sintesis 760" 80,000.00
Shelves, muffin pans, SS table (30" x 60")
refrigerator, etc. 103,700.00
MEAT AREA
"Hollymatic" meat grinder, Mod. 175 131,700.00
Hollymatic" meat saw, Model. Hi Yield 16 86,300.00
"Hollymatic" Bulker, Mod. 120 57,700.00
"Berkel" scale with printer, Mod. CX20ET 73,600.00
"Berkel" plastic wrapper, Mod. HWS-1 26,600.00
SS Work mass, 30" x 60" 15,300.00
Carts, shelves, trays, knives, etc. 30,200.00
Two SS washers 16,400.00
Two SS tables with cabinets for the wall 29,100.00
DELICATESSEN
"Berkel" slicing machine, Mod. 834EPB 240,800.00
"Berkel" vaccum machine, Mod. 350 80,400.00
"Berkel" scale with printer, Mod. CX20ET 53,900.00
SS Work mass, 30" x 60" 15,300.00
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AGRICULTURAL PRODUCTS
Two "Berkel" scales with printer, Mod. CX20ET 107,800.00
Twenty wooden boxes 126,600.00
Photograph Department
"Noritsu" quick development equipment, Mod.
QSS-1701MCC s/W QSF-V50 1,817,000.00
TYRE DEPARTMENT
"Coats" Machine for balancing tires,
Mod. 1050 93,200.00
"Coats" Machine for changing tires,
Mod. 5060A 73,600.00
"Coats" Machine for changing types,
Mod. 4050A 47,500.00
"Xxxxxxxxx-Xxxx" air compressor, Mod.
2475N4, 5HP, Ser. No. 30T 917741 27,400.00
Two "Acanus Lift" Hydraulic jacks 120,100.00
Tools and accessories for the tyre department 131,700.00
REFRIGERATION EQUIPMENT
It includes equipment, stands, shelves, material for installation, doors for
freezers and doors for glass show-cases, waterproofing material and labor for
the
installation 12,002,900.00
Computer Equipment and Programs 7,211,900.00
Office Furniture and Equipment 217,000.00
TOTAL MACHINERY AND EQUIPMENT RD$ 34,199,300.00
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The assets described above are in possession of "THE DEBTORS" and the same have
a total appraisal value of THIRTY-FOUR MILLION ONE HUNDRED AND NINETY-NINE
THOUSAND THREE HUNDRED PESOS WITH 00/100 (RD$34,199,300.00); "THE DEBTORS"
declare under oath that they are owners of the assets described above. Likewise,
it is expressly established that those assets are located at xxxxxxx Xxxxxxxx
Xxxxxxx Xx. 00, Xxxx Xxxxxxxxxxxxx of the city of Santiago, Dominican Republic.
PARAGRAPH I: It has been expressly agreed between the parties that the assets
given in collateral will remain in the same place as indicated and they may
not be transferred without previous written approval FROM "THE BANK", unless
it is due to force majeure due to their preservation, in which case "THE
DEBTORS" should notify "THE BANK" in writing within the next forty-eight (48)
hours about any type of shortage, loss or any other variation that is
produced with the assets given ass collateral in virtue of this agreement. It
has been expressly agreed that under such assumptions "THE DEBTORS" are bound
to produce a real subrogation that fully substitutes the shortage of the
security.
It is understood that the provisions f this article do not imply in any way
authorization from "THE BANK" to "THE DEBTORS" so that without their consent
they can make free use of the assets given as collateral, as this faculty is
stipulated, not in its benefit, but as protection of the interests of "THE
BANK".
PARAGRAPH II: "THE DEBTORS" declare under oath that the assets given as
collateral in this agreement belong exclusively and individually to them and
that there is no legal, conventional or judiciary lien and that the values and
others mentioned in relation with the same, are absolutely correct.
ARTICLE FOUR: LITIGATIONS. THE DEBTORS by means of this document declare under
oath that on the above mentioned guarantee there is no pending, or to the best
of their knowledge, any sentence, action, lawsuit (civil, commercial, criminal,
property, etc..), existing or potential procedure before a tribunal, government
or regulatory authority, agency, committee, board of arbitrators, or any other
organization no matter the denomination.
ARTICLE FIVE: MATURITY OF THE COLLATERAL: It is expressly agreed that in case
the term provided in Article 214 of referred Law 6186 of 1963 has passed, upon
exclusive discretion, right and will of "THE BANK" an immediate and automatic
extension will be operated for the collateral foreseen in this agreement for a
term that "THE BANK" sovereignly deems convenient and without the use of this
faculty on the part of "THE BANK": can at any moment be considered as a waiver
to its rights or as a prerogative acquired in benefit of "THE DEBTORS".
ARTICLE SIX: EXECUTION OF THE GUARANTEE: It has been expressly agreed by the
parties, that in case it is necessary to call the guarantee foreseen in this
agreement, "THE BANK" will use the enforcement procedures granted by Law 6186 of
1963.
PARAGRAPH I: It has been agreed by the parties that, in the case of a law
posterior to the date of this agreement was approved and put into effect by the
competent authorities, that permits
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a prompt and expeditious execution of the guarantees foreseen in this agreement,
"THE BANK" will be authorized and will have the faculty from "THE DEBTORS" for
using these new means of enforcement; without this implying in any manner a
restriction for "THE BANK", that will continue being free to use, at its
discretion, the means for enforcement that are in effect or those that are
created in the future.
PARAGRAPH II: LEGAL EXPENSES: It has been agreed that all legal expenses,
inscriptions, certifications and taxes where payment is necessary for
formalizing and executing this agreement will be on the account of "THE
DEBTORS".
ARTICLE SEVEN: SUPERVISIONS. The executives and technicians of "THE BANK" may
carry out as many supervisions they deem necessary, to watch over the guarantee
that covers the loan during the time of the effect of the credit, whereby "THE
DEBTORS" agree to facilitate the work for inspectio and revision, providing the
data, information, documents, records and everything that is required by the
mentioned executives and technicians, for the purpose indicated in this
paragraph.
ARTICLE EIGHT: VOUCHER OF INDEBTEDNESS. It is expressly established between the
parties that the disbursements that "THE BANK" makes in favor of "THE DEBTORS"
in virtue of this agreement, will be proven by means of receipts, for the
issuance of promissory notes or any other effect of commerce that "THE BANK"
considers convenient without producing the substitution of this agreement due to
the issuance of those documents.
ARTICLE NINE: PLACE OF PAYMENT: All disbursements made by "THE BANK", as
payments made by "THE DEBTORS" should be made in the domicile of "THE BANK". In
that referring to the payments of interests, commissions and capital, the same
should be made promptly and without the need of collection, being in arrears,
nor any other judiciary and/or out of court formality.
ARTICLE TEN: RIGHTS OF "THE BANK": Default or delay in payment on the part of
"THE BANK" of requiring or executing any of its rights under this agreement,
will not mean the loss or de right of the agreements required under the same,
any change to this agreement, should be made in writing and based on the
agreement of both parties.
ARTICLE ELEVEN: ENDORSEMENT OF THE POLICY. "THE DEBTORS" are bound to maintain
the insurance policies that were required with inclusion of the risks that "THE
BANK" deems necessary within the referred policies. Those policies will be
contracted with insurance entities acceptable for "THE BANK" and they should be
endorsed in favor of this last party, up to the limit of its interests.
likewise, "THE DEBTORS" formally authorize "THE BANK", by means of this
agreement, to proceed to renew the aforementioned insurance policy or policies
in the case that those policies are reduced in their amounts and/or quantitative
or qualitative coverage. In these cases "THE BANK" will charge a twelve percent
(12%) annual interest on the sums paid for such purposes, calculated from the
date of the payments, made by "THE BANK" until de date when the disbursement is
produced on the part of "THE DEBTORS".
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PARAGRAPH: Without prejudice of what has been agreed in the capital part of this
article, "THE DEBTORS" are specially bound to subscribe and maintain an
insurance policy against fire and allied lines for the term of the effect of the
loan, endorsed in favor of "THE BANK" for an amount of THIRTY-FOUR MILION ONE
HUNDRED AND NINETY-NINE THOUSAND PESOS WITH OO/100 (RD$34,199,000.00).
ARTICLE TWELVE: TRANSFER OF THE AGREEMENT: "THE BANK" reserves the right to
transfer with or without applications as partial or total guarantor, the loan
that has been granted for the purpose of its own financing; in which case, the
agreements here taken are transferable on the part of "THE DEBTORS" to the new
creditor.
ARTICLE THIRTEEN: CHOICE OF DOMICILE. The parties select a domicile for all the
purposes and consequences of execution of this agreement, in their respective
domiciles indicated in the first page of this agreement.
ISSUED AND SIGNED in ten (10) originals, for one same tenor and effect, in the
city of Santo Xxxxxxx, National District, Capital of the Dominican Republic, on
the twenty-second day of the month of February (2000)
FOR "THE BANK"
/s/ XXXXXXXX XXXXXX
-------------------
XXXXXXXX XXXXXX
/s/ XXXXXXXXX XXXXXXXXX
-----------------------
XXXXXXXXX XXXXXXXXX
FOR "THE DEBTORS"
PRICESMART DOMINICANA, S.A.
/s/ XXXX XXXXXX
---------------
XXXX XXXXXX
/s/ XXXXXXX XXXXXXX
-------------------
XXXXXXX XXXXXXX
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FOR THE SEVERAL AND INDIVISIBLE GUARANTORS:
"PSMT CARIBE, INC"
/s/ XXXXX XXXXXXX XXXXXXXX XXXXXX
---------------------------------
XXXXX XXXXXXX XXXXXXXX XXXXXX
PRICESMART, INC.
/s/ XXXXXXX XXXXXXX XXXXXXX
---------------------------
XXXXXXX XXXXXXX XXXXXXX
PSC, S.A.
/s/ XXXXXXX XXXXXXX
-------------------
XXXXXXX XXXXXXX
I, _______________________________ Attorney and Notary Public of those of the
Number of the National District, I HEREBY CERTIFY AND SWEAR that the following
parties appeared before me, Messrs XXXXXXXX XXXXXX, XXXXXXXXX XXXXXXXXX, XXXX
XXXXXX, XXXXXXX XXXXXXX, XXXXXXX X. XXXXXXX AND XXXXX XXXXXXX XXXXXXXX XXXXXX,
of relevant particulars that are included in this document and they have
declared under oath that those are the signatures that they are accustomed to
using in their public and private lives reason why total credibility should be
given. In the city of Xxxxx Xxxxxx, National District, Capital of the Dominican
Republic, on day twenty-two (22) of the month of February of this year 2000.
PUBLIC NOTARY
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