EXHIBIT 10.34
THE INDEMNITY
DATED: February 7, 2003
CONSOLIDATED WATER CO. LTD.
-and-
XXXXXX XXXXXXX LIMITED
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DEED OF INDEMNITY
relating to various guarantees
provided by Xxxxxx Xxxxxxx Limited
in respect of the obligations of
Ocean Conversion (Cayman) Limited
and
Ocean Conversion (BVI) Ltd.
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THIS DEED is made this 7th day of February, 2003 by
1. CONSOLIDATED WATER CO. LTD., formerly Cayman Water Company Limited, of
Trafalgar Place, West Bay Road, P.O. Box 1114 GT, Grand Cayman
(hereinafter "the Covenantor") in favour of
2. XXXXXX XXXXXXX LIMITED of 00 Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxx
(hereinafter "EGL").
WHEREAS:
A. EGL has provided guarantees in respect of the obligations of Ocean Conversion
(Cayman) Limited and Ocean Conversion (BVI) Ltd, full details of which are
set out in Schedule 1 hereto (together "the Guarantees").
B. The Covenantor has entered into a share sale agreement ("the Agreement") with
North-American Mortgage & Finance Corporation and Transcontinental Finance
Corporation Limited (together "the Vendors") for the purchase of the shares
in the capital of Ocean Conversion (Cayman) Limited and Ocean Conversion
(BVI) Ltd. owned by the Vendors, details of which are set out in Schedule 2
hereto ("the Shares"). Pursuant to the Agreement, the Covenantor has agreed
to fully and effectively indemnify EGL and keep EGL indemnified against any
and all liability, cost or expense of EGL under or in respect of the
Guarantees and, furthermore, has undertaken to secure as soon as possible
after completion of the sale and purchase of the Shares the full and final
release of EGL from the Guarantees and the Covenantor has agreed to offer its
own guarantees upon the same terms as the Guarantees in substitution therefor
if necessary to secure such release.
C. The Covenantor has agreed to execute this Deed to give EGL the full benefit
of such indemnity and undertaking.
NOW THIS DEED WITNESSETH as follows:
1. The Covenantor hereby agrees to fully and effectively indemnify EGL and
keep EGL indemnified against any and all liability, cost or expense of
EGL under or in respect of the Guarantees and hereby agrees to pay and
reimburse such sums as mentioned above to EGL on demand.
2. The Covenantor hereby undertakes to secure as soon as possible the full
and final release of EGL from the Guarantees and agrees that, if
necessary to secure such release, the Covenantor shall offer its own
guarantees upon the same terms as the Guarantees in substitution
therefor.
3. This Deed shall be binding on the Covenantor and its successors and
assigns.
4. The provisions of the Agreement relating to communications shall apply
to any communication to be given under, or in connection with, this
Deed.
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5. This Deed shall be governed in all respects by Cayman Islands law and
the parties hereto hereby submit to the non-exclusive jurisdiction of
the Cayman Islands courts.
IN WITNESS WHEREOF this Deed has been executed by the Covenantor and delivered
on the date first above written.
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SCHEDULE 1
THE GUARANTEES
A guarantee limited to US$2,400,000.00 in respect of the obligations of OCC by
EGL in favour of The Bank of N.T. Xxxxxxxxxxx & Son Limited undated but executed
by virtue of a resolution of the Directors of EGL passed on 5th March 2002;
A guarantee in respect of the obligations of OCC by EGL in favour of the
Governor of the Cayman Islands dated 5 May 1994; and
A guarantee limited to US$343,750.00 in respect of the obligations of OCBVI by
EGL in favour of The Bank of N.T. Xxxxxxxxxxx & Son Limited dated 28th May
2002.
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SCHEDULE 2
THE SHARES
1,695,000 ordinary shares in the capital of Ocean Conversion (Cayman) Limited
(formerly Reliable Water Cayman Ltd.) registered in the name of Transcontinental
Finance Corporation Limited.
555,000 Class A shares in the capital of Ocean Conversion (BVI) Ltd. (formerly
Reliable Water (BVI) Ltd.) registered in the name of North-American Mortgage &
Finance Corporation.
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EXECUTED as a DEED and DELIVERED )
by CONSOLIDATED WATER CO. LTD., )
acting by two Directors or a Director )
and Secretary in the presence of:- )
)
/s/ Xxxxxx Xxxxxx )
------------------------------- ) /s/ Xxxxxxxxx X. XxXxxxxxx
Witness signature: -----------------------------
Witness name: Xxxxxx Xxxxxx Signature of Director
Address: Box 709 GT Name of Director:
Occupation: Attorney
/s/ Xxxxxx Xxxxxx /s/ X.X. Xxxxxx
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Witness signature: Signature of Director/
Witness name: Xxxxxx Xxxxxx Name of Director/
Address: X.X. XXXXXX
Occupation:
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