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Exhibit 10.43
THIS FIFTH DEED is made the 16 day of June, 1992.
BETWEEN: CAYMAN WATER COMPANY LIMITED, a Company incorporated and existing
under the Laws of the Cayman Islands and having its registered office
situate at Xxxxxx Town, Grand Cayman (hereinafter called "the
Borrower") OF THE ONE PART
AND: THE ROYAL BANK OF CANADA of P. X. Xxx 000, Xxxxxx Xxxx, Xxxxx Xxxxxx
(hereinafter called "Bank") OF THE OTHER PART
WHEREAS:
1. This Deed is made supplemental to a Debenture ("the Debenture") dated the
1st day of June, 1979 between The Borrower, the Bank, Xxxxxx X. Xxxxxx
("Xxxxxx") and Cayman Public Utilities Ltd. ("CPU") as supplemented and
amended by Deed dated 30th April, 1981 between the Borrower and the Bank
and the Second Deed dated 10th March, 1983 between the Borrower and the
Bank and the Third Deed dated 6th December, 1984 between the Borrower and
the Bank and the Fourth Deed dated the 31st August, 1989 between the
Borrower and the Bank and to all collateral security documents and
agreements executed pursuant thereto (hereinafter together called "the
Bank's Security").
2. The Borrower currently has authorised credit facilities up to a maximum of
CI$1,121,865.80 and the Bank has agreed to extend to the Borrower in place
thereof separate credit facilities as set out below:
NOW THIS DEED OF ASSIGNMENT WITNESSETH as follows:-
1. In consideration of the said agreement the Borrower and the Bank hereby
agree that the Debenture shall hereafter stand as security for all sums
owing to the Bank from time to time up to a maximum of the aggregate of One
Million One Hundred and Six Xxxxxxxx Xxx Xxxxxxx xxx Xxxxxxx Xxxxxx Xxxxxx
Dollars (US$1,106,215.00) plus Ten Thousand Cayman Islands Dollars
(CI$10,000.00) ("the Principal Sum") together with interest thereon instead
of the previously secured facilities.
2. The Principal Sum shall be established by way of three accounts namely:-
[PUBLIC RECORD OFFICE CAYMAN ISLANDS STAMP]
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(a) a United States Dollar loan account in the sum of US$1,000,000.00
repayable on demand but prior to demand by way of payments of interest
only until May, 1994 and thereafter repayable by way of monthly
payment of US$22,000.00 inclusive of interest and repayable thereby in
full on the 30th May, 1999. The terms shall be subject to call and
annual review by the Bank.
(b) An overdraft facility in the amount of CI$10,000.00 subject to the
Bank's policies and regulations with regard to overdrafts in force
from time to time.
(c) A standby letter of credit for one year in the sum of US$106,215.00
with an automatic renewal clause to 31st March, 1995 but providing
that cancellation must be requested in writing 30 days prior to any
annual expiry date but otherwise subject to the Bank's conditions and
regulations with regard to letters of credit in force from time to
time.
3. The rate of interest payable on so much of the Principal Sum as is payable
in Cayman Islands Dollars shall be at the Bank's Prime Lending Rate for
Cayman Islands Dollars plus two percent (2%) per annum or such other rate
as the Bank may from time to time advise the Borrower and on so much
thereof as is payable in United States Dollars at a rate of two percent
(2%) per annum above the Bank's Prime Lending Rate for United States
Dollars or such other rate as the Bank may from time to time advise the
Borrower.
4. For the avoidance of any doubt whatsoever the Bank and the Borrower hereby
reconfirm the provisions of Clause 14 (i) of the Debenture regarding
insurance and Clause 14 (xi) of the Debenture regarding the covenant of
the Borrower not to declare dividends without the written consent of the
Bank.
5. Insofar as not hereby expressly waived or varied the Borrower and the Bank
hereby confirm the terms and provisions of the Bank's Security.
[PUBLIC RECORD OFFICE CAYMAN ISLANDS STAMP]
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IN WITNESS WHEREOF the parties hereto have executed this Deed the day and year
first above written.
THE COMMON SEAL OF CAYMAN CAYMAN WATER COMPANY LIMITED
WATER COMPANY LIMITED was /s/ Xxxxxxx Xxxxxx
hereunto affixed by ----------------------------
Xxxxxxx X. Xxxxxx DIRECTOR
and by Xxxxx X. Xxxxxxx /s/ Xxxxx Xxxxxxx
in the presence of: ----------------------------
DIRECTOR
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WITNESS
SIGNED SEALED AND DELIVERED BY THE ROYAL BANK OF CANADA
X.X. XXXXXXX the duly
authorised Attorney for the
Bank /s/ X.X. Xxxxxxx
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ATTORNEY FOR THE BANK
in the presence of:-
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WITNESS
[PUBLIC RECORDER STAMP]
[PUBLIC RECORD OFFICE CAYMAN ISLANDS STAMP]
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I, Xxxxx Xxxxxxxx of Xxxxxx Town, Grand Cayman, Cayman Islands make oath and
say as follows:-
1. The foregoing Deed made between Cayman Water Company Limited ("the
Borrower") of the one part and The Royal Bank of Canada ("the Bank") of the
other part was made by the Borrower and the Bank on the 16th day of June,
1992.
2. I was present and did see X.X. Xxxxxxx, the duly authorised Attorney for
and on behalf of the Bank sign seal and as for his proper act and did
execute acknowledge and deliver the said Deed for the purposes therein
mentioned on the 16th day of June, 1992 between the hours of 10:00 a.m. and
10:30 a.m. in the forenoon at Xxxxxx Town, Grand Cayman.
3. The Bank is a banking corporation existing under the Laws of Canada and
having a branch office in Xxxxxx Town, Grand Cayman, Cayman Islands.
4. That the name Xxxxx Xxxxxxxx, subscribed as a witness attesting to the due
execution of the said Deed by the Borrower is of the proper handwriting of
me this deponent and I reside at North Side, Grand Cayman and am a Snr.
Assistant Bank Manager.
/s/
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SWORN AT Xxxxxx Town, Grand Cayman, Cayman Islands this 16th day of June, 1992
before me:-
/s/
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[Public Record Office Cayman Islands Stamp]
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I, Xxxxxxxx X. Xxxxxx of Xxxxxx Town, Grand Cayman, Cayman Islands make oath
and say as follows:-
1. The foregoing Deed made between Cayman Water Company Limited ("the
Borrower") of the one part and The Royal Bank of Canada ("the Bank") of the
other part was made by the Borrower and the Bank on the 16th day of June,
1992.
2. I was present and did see Xxxxxxx X. Xxxxxx and Xxxxx X. Xxxxxxx Directors
respectively of the Borrower affix the Common Seal of the Borrower to the
said Deed and sign the same as and for the proper act and deed of the
Borrower and execute acknowledge and deliver the said Deed for the purposes
therein mentioned on the 16th day of June , 1992 between the hours of
2:00 p.m. and 3:00 p.m. in the forenoon at Xxxxxx Town, Grand Cayman,
Cayman Islands.
3. The Borrower has its registered office at Xxxxxx Town, Grand Cayman, Cayman
Islands and is a Company duly incorporated and existing under the Laws of
Cayman Islands.
4. That the name Xxxxxxxx X. Xxxxxx, subscribed as a witness attesting to the
due execution of the said Deed by the Borrower is of the proper handwriting
of me this deponent and I reside at Snug Harbour, Grand Cayman and am a
Office Manager.
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SWORN AT Xxxxxx Town, Grand Cayman, Cayman Islands this day of , 1992
before me:-
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[PUBLIC RECORD OFFICE CAYMAN ISLANDS STAMP]
