AMENDING LOAN AGREEMENT
THIS AGREEMENT is made the
10th day of February 2010,
|
BETWEEN:
|
OCEAN CONVERSION (BVI)
LTD. of Baughers Bay, Tortola, British Virgin Islands, a Company
incorporated under the laws of the British Virgin Islands and having its
Registered Office at CCP Financial Consultants Limited, Xxxxx Xxxxxxx
Building, Fishers Lane, P.O. Box 681, Road Town, Tortola, Virgin Islands
(the “Borrower")
|
|
AND:
|
CONSOLIDATED WATER CO.
LTD. a Company incorporated under the laws of the Cayman Islands
and having its Registered Office at Regatta Business Park, Xxxx Xxx Xxxx,
X.X. Xxx 0000, Xxxxx Xxxxxx, XX0-0000, Cayman Islands (the
“Lender”)
|
RECITALS:
|
(1)
|
By
an Agreement dated 25th
May 2005 as amended by an amending agreement dated 20th
August 2009 (together the “Principal Agreement”) the Lender agreed to
grant a loan to the Borrower in the amount of the Principal Sum to be
applied by the Borrower for the design, construction and commissioning of
a 500,000 Imperial gallon per day seawater desalination plant at Bar Bay,
Tortola, British Virgin Islands and to repay all Subordinated Indebtedness
in accordance with the Principal
Agreement;
|
|
(2)
|
By
a Debenture dated 24th
August 2007 as amended by Amending Debentures dated 14th
March 2008 and 18th
February 2009 (together the “Debenture”) the Borrower charged all its
present and future assets and undertaking as stated therein to secure the
Secured Obligations;
|
|
(3)
|
The
Borrower has requested the Lender to extend the deadline in Clause 2.1(c)
of the Debenture to 1st
January 2011and to approve a one-time dividend of US$0.95 per share to the
Borrower’s shareholders, which the Lender has agreed to do if (i) the
interest rate on the Subordinated Indebtedness and the Principal Sum is
increased to 7½% over LIBOR with effect from 12th
January 2010 and (ii) DesalCo Limited and the Borrower execute with effect
from the same date an amending agreement to the Management Services
Agreement between DesalCo Limited and the Borrower dated 1st
December 2003 to provide for the payment of interest on all receivables
outstanding thereunder for over 45 days at the same rate as is payable
from time to time on the Subordinated
Indebtedness.
|
NOW THIS AGREEMENT WITNESSES
as follows:-
|
1.
|
In
this Agreement, capitalised terms defined in the Principal Agreement or
the Debenture and not otherwise defined in this Amending Agreement have
the same meaning.
|
|
2.
|
With
effect from 12th
January 2010, Clause 2(1) of the Principal Agreement is amended by
deleting “five and one-half percent (5½%)” and substituting “seven and
one-half percent (7½%)”.
|
|
3.
|
With
effect from 1st
January 2010, the Debenture is amended by deleting from clause 2.1(c) “1
January 2010” and substituting “1 January
2011”.
|
|
4.
|
The
Lender approves in accordance with Clause 6(17)(a) of the Principal
Agreement the immediate payment by the Borrower of a one-time dividend of
US$0.95 per share to its
shareholders.
|
|
5.
|
The
Borrower will reimburse the Lender all Stamp duties, registration fees and
legal costs which the Lender incurs arising out of this Amending Agreement
(including any incurred with respect to the
Debenture).
|
|
6.
|
In
all other respects the Principal Agreement and the Debenture are
confirmed.
|
|
EXECUTED for and on
behalf of
|
)
|
OCEAN
CONVERSION (BVI) LTD.
|
||
|
OCEAN
CONVERSION (BVI)
|
)
|
|||
|
LTD. in the presence
of:
|
)
|
|||
|
)
|
Per:
|
/s/
Xxxxx Xxxxxxxx
|
||
|
)
|
Director
|
|||
|
)
|
||||
|
)
|
||||
|
/s/
Xxxxxxx Xxxxxxxxxxx
|
)
|
Per:
|
/s/
Xxxxxxx Xxxxxx
|
|
|
Witness
|
Director
|
|||
|
EXECUTED for and on
behalf of
|
)
|
CONSOLIDATED
WATER CO. LTD.
|
||
|
CONSOLIDATED
WATER CO.
|
)
|
|||
|
LTD. in the presence
of:
|
)
|
|||
|
)
|
Per:
|
/s/
Xxxxxxxxx X. XxXxxxxxx
|
||
|
)
|
|
Director
|
||
|
)
|
||||
|
)
|
||||
|
/s/
Xxxxxxx Xxxxxxxxxxx
|
)
|
Per:
|
/s/
Xxxxxx Xxxxxxxx
|
|
|
Witness
|
|
Director/Secretary
|
||
