AMENDING LOAN AGREEMENT
AMENDING LOAN
AGREEMENT
THIS AGREEMENT is made
the 20th day of August 2009,
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BETWEEN:
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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")
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AND:
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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”)
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RECITALS:
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(1)
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By
an Agreement dated 25th May 2005, (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;
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(2)
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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;
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(3)
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The
Borrower presently is indebted to the Lender by way of past due trade
receivables in the amount of at least US$825,000.00 and the Lender has
agreed at the Borrower’s request:-
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a.
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to
convert US$800,000.00 of these receivables into additional Subordinated
Indebted-ness of the Borrower and add them to the Secured Obligations
under the Debenture; and
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b.
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to
correct a clerical error in the Principal
Agreement.
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NOW THIS AGREEMENT WITNESSES
as follows:-
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1.
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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.
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2.
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With
effect from 25th
May 2005, Clause 2(3) of the Principal Agreement is amended by the
deletion of “Cayman Islands” and the substitution therefor of “British
Virgin Islands”.
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3.
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With
effect from 1st
July 2009, the Principal Agreement is amended as
follows:-
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a.
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the
Subordinated Indebtedness under the Principal Agreement and the Secured
Obligations under the Debenture are increased by US$800,000.00 and trade
receivables owing by the Borrower to the Lender of that amount are deemed
to have been paid;
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b.
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the
“Due Date” as defined by Clause 1(6) is amended to read “31st
August 2011;
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c.
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in
Clause 2(1):-
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i.
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“three
and one-half percent (3½%)” is amended to read “five and one-half percent
(5½%)”; and
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ii.
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the
last sentence is deleted and the following substituted
therefor:
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“Such
payments shall be made on the last day of the relevant quarter (as the case may
be) calculated daily and payable quarterly on the last days of November,
February, May and August in each year”.
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d.
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Clause
2(2) is deleted and the following substituted
therefor:-
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“To repay
the Subordinated Indebtedness by eight instalments, being four equal instalments
of US$125,000.00 each on the last days of November 2009, and February, May and
August 2010, three equal instalments of US$250,000.00 each on the last days of
November 2010, and February and May 2011 and one instalment of the balance then
due, including any outstanding interest, on the Due Date”.
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e.
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Clause
9 is deleted and the following substituted
therefor:
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“The
Borrower may prepay the whole or any part of the Subordinated Indebtedness
if it pays all interest due on the amount being prepaid together with
all past due interest on the Subordinated Indebtedness, if any, on the date of
such prepayment. No amount so prepaid may be
re-borrowed”.
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4.
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With
effect from 1st
July 2009, the Debenture is amended by deleting clauses 2.1(a) and 2.1
(b).
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5.
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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).
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6.
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In
all other respects the Principal Agreement and the Debenture are
confirmed.
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EXECUTED for and on
behalf of
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)
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OCEAN
CONVERSION (BVI) LTD.
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OCEAN
CONVERSION (BVI)
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)
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LTD. in the presence
of:
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)
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)
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Per:
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XXXXXXX X. XXXXXX | ||
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Director
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)
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)
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| XXXXXX XXXXXX |
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Per:
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XXXXXXXXX X. XXXXXXXXX | |
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Witness
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Director
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EXECUTED for and on
behalf of
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)
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CONSOLIDATED
WATER CO. LTD.
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CONSOLIDATED
WATER CO.
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)
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LTD. in the presence
of:
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)
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Per:
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)
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Director
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)
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)
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)
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Per:
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Witness
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Director/Secretary
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