EXHIBIT 10.32
DATED: February 7, 2003
CONSOLIDATED WATER CO. LTD.
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NORTH-AMERICAN MORTGAGE & FINANCE CORPORATION
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DEED OF INDEMNITY
relating to a guarantee
provided by
NORTH-AMERICAN MORTGAGE & FINANCE CORPORATION
in respect of the obligations of
Ocean Conversion (BVI) Ltd.
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CAMPBELLS
0xx Xxxxx, Xxxxxxxxxx Xxxxxxxx
X.X. Xxx 000XX
Xxxxx Xxxxxx
Cayman Islands
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. NORTH-AMERICAN MORTGAGE & FINANCE CORPORATION, a company duly
incorporated in the Cayman Islands, the registered office of which is
at Xxxxxxxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxx Xxxxxx, Xxxxxx Xxxxxxx
(hereinafter "NAMF").
WHEREAS:
A. NAMF has provided a guarantee limited to US$343,750.00 in respect of the
obligations of Ocean Conversion (BVI) Ltd. in favour of The Bank of N.T.
Xxxxxxxxxxx & Son Limited dated 14th May 2002 ("the Guarantee").
B. The Covenantor has entered into a share sale agreement ("the Agreement") with
NAMF 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 1 hereto ("the Shares"). Pursuant
to the Agreement, the Covenantor has agreed to fully and effectively
indemnify NAMF and keep NAMF indemnified against any and all liability, cost
or expense of NAMF under or in respect of the Guarantee 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 NAMF from the Guarantee
and the Covenantor has agreed to offer its own guarantee upon the same terms
as the Guarantee in substitution therefor if necessary to secure such
release.
C. The Covenantor has agreed to execute this Deed to give NAMF the full benefit
of such indemnity and undertaking.
NOW THIS DEED WITNESSETH as follows:
1. The Covenantor hereby agrees to fully and effectively indemnify NAMF
and keep NAMF indemnified against any and all liability, cot or expense
of NAMF under or in respect of the Guarantee and hereby agrees to pay
and reimburse such sums as mentioned above to NAMF on demand.
2. The Covenantor hereby undertakes to secure as soon as possible the full
and final release of NAMF from the Guarantee and agrees that, if
necessary to secure such release, the Covenantor shall offer its own
guarantee upon the same terms as the Guarantee 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
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communication to be given under, or in connection with, this Deed.
5. This Deed hall 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 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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