Loan Agreement between AGUAS DE PANAMA S.A. and INTERNATIONAL FINANCE CORPORATION Dated April 11, 2003Loan Agreement • January 7th, 2008 • Cascal B.V. • New York
Dated 26 November 2007 BIWATER PLC (1) - and - CASCAL B.V. (2) NAME LICENCEName License • January 7th, 2008 • Cascal B.V.
INTERCOMPANY LOAN AGREEMENT BETWEEN CASCAL SERVICES LIMITED and BIWATER PLCIntercompany Loan Agreement • January 7th, 2008 • Cascal B.V.
SIDE AGREEMENTSide Agreement • January 7th, 2008 • Cascal B.V.
• Both Cascal and Biwater individually lease a part of the office Premises numbered 6.1.24 — hereinafter the “Premises” — located at Strawinskylaan 3105, 1077 ZX Amsterdam, the Netherlands, from Equity Trust Co. N. V. — hereinafter the “Lessor” — on the basis of written lease agreements; see Annex 1, hereinafter the “Lease Agreements”.
US$30,000,000 FACILITY AGREEMENT Dated 25 June 2007 as amended and restated on 2 November 2007 for CASCAL B.V. as Borrower arranged by HSBC BANK PLC as Mandated Lead Arranger and HSBC BANK PLC acting as Agent and HSBC BANK PLC acting as Security Agent...Facility Agreement • January 7th, 2008 • Cascal B.V.
DATED 27 June 2006 Biwater Plc and Adrian Edward White and Cascal B.V. SHARE PURCHASE AGREEMENTShare Purchase Agreement • January 7th, 2008 • Cascal B.V. • England and Wales
SUBORDINATION AGREEMENT Dated 29 June 2007 CASCAL SERVICES LIMITED as Borrower THE ROYAL BANK OF SCOTLAND as the Senior Creditor and BIWATER CAPITAL PLC as the Junior Creditor Linklaters Ref: ASLH/AVS Linklaters LLPSubordination Agreement • January 7th, 2008 • Cascal B.V.
AMENDMENT AND WAIVER AGREEMENT NO. 1 TO LOAN AGREEMENT DATED APRIL 11, 2003 between AGUAS DE PANAMA S.A. and INTERNATIONAL FINANCE CORPORATION Dated June 27, 2003Amendment and Waiver Agreement • January 7th, 2008 • Cascal B.V. • New York
This AMENDMENT AND WAIVER AGREEMENT No. 1 (this “Amendment and Waiver”), dated June 27, 2003, is made between AGUAS DE PANAMA S.A., a sociedad anónima organized and existing under the laws of the Republic of Panama (the “Borrower”) and INTERNATIONAL FINANCE CORPORATION, an international organization established by Articles of Agreement among its member countries including the Republic of Panama (“IFC”).
Cascal BV Atrium 7th floor Strawinskylaan 3105Inter-Company Loan Agreement • January 7th, 2008 • Cascal B.V.
We, the Borrower under the terms of the Inter-company Loan Agreement dated 28 June 2006 for a sterling facility of £3,500,000, request that the Parties extend the term of this facility from 31 October 2006 until 31 January 2007, or such later date as we might both subsequently agree in writing. The Maturity Date will therefore become 31 January 2007.
SECURED TERM LOAN FACILITY AGREEMENT for a R48,5 Million Loan R76,5 Million Loan to Borrower THE GREATER NELSPRUIT UTILITY COMPANY (PROPRIETARY) LIMITED granted by Lender and Underwriter DEVELOPMENT BANK OF SOUTHERN AFRICA LIMITED Security Trustee...Secured Term Loan Facility Agreement • January 7th, 2008 • Cascal B.V.
SUBORDINATED SECURED TERM AND LETTER OF CREDIT FACILITY AGREEMENT dated 21 June 2006 for BOURNEMOUTH & WEST HAMPSHIRE WATER PLC and THE ROYAL BANK OF SCOTLAND PLC acting as Original Lender, Issuing Bank, Arranger and Agent and CASCAL B.V. Linklaters...Subordinated Secured Term and Letter of Credit Facility Agreement • January 7th, 2008 • Cascal B.V. • England and Wales
OFFICE SHARING AGREEMENTOffice Sharing Agreement • January 7th, 2008 • Cascal B.V.
INTERCOMPANY LOAN AGREEMENT BETWEEN BIWATER PLC and CASCAL B.V.Intercompany Loan Agreement • January 7th, 2008 • Cascal B.V.
Cascal BV Atrium 7th Floor Strawinskylaan 3105Inter-Company Loan Agreement • January 7th, 2008 • Cascal B.V.
We, the Borrower under the terms of the Inter-company Loan Agreement dated 28 June 2006 for a sterling facility of £3,500,000, as amended on 13 December 2006, request that the Parties extend the term of this facility from 31 January 2007 until 31 May 2007, or such later date as we might both subsequently agree in writing. The Maturity Date will therefore become 31 May 2007.
AGREEMENT RELATING TO REGISTRATION RIGHTS AND OTHER MATTERS DATED AS OF JANUARY 1, 2008Registration Rights Agreement • January 7th, 2008 • Cascal B.V. • New York
THIS AGREEMENT RELATING TO REGISTRATION RIGHTS AND OTHER MATTERS (as the same may be amended, modified or supplemented in accordance with its terms, this “Agreement”) is made as of January 1, 2008 by and between Cascal B.V.1, a Dutch private limited liability company (the “Company”), and Biwater Investments Limited, a company incorporated in England and Wales (the “Shareholder”).
TERM AND LETTER OF CREDIT FACILITY AGREEMENT dated 21 June 2006 for CASCAL SERVICES LIMITED and THE ROYAL BANK OF SCOTLAND PLC acting as Original Lender, Issuing Bank, Arranger and Agent Linklaters Ref: ASLH/JKPNTerm and Letter of Credit Facility Agreement • January 7th, 2008 • Cascal B.V. • England and Wales
NON-COMPETE, CONFIDENTIALITY AND DIRECTOR NON-REMOVAL AGREEMENT DATED AS OF JANUARY 3, 2008Non-Compete, Confidentiality and Director Non-Removal Agreement • January 7th, 2008 • Cascal B.V. • England
THIS NON-COMPETE, CONFIDENTIALITY AND DIRECTOR NON-REMOVAL AGREEMENT (as the same may be amended, modified or supplemented in accordance with its terms, this “Agreement”) is made as of January 3, 2008 by and between Cascal B.V.1, a Dutch private limited liability company (“Cascal”) and Biwater Plc, a company organized under the laws of the United Kingdom (the “Parent”).
EXECUTION COPY Dated 29 June, 2007 CASCAL SERVICES LIMITED and THE ROYAL BANK OF SCOTLAND PLC acting as the sole Lender, Issuing Bank, Arranger and Agent AMENDMENT AGREEMENT relating to the £10,110,000 Term and Letter of Credit Facility AgreementAmendment Agreement • January 7th, 2008 • Cascal B.V.
Agreement for office space for Cascal Manager in Biwater Eko Activ Office on Sofia BulgariaOffice Space Agreement • January 7th, 2008 • Cascal B.V.
Cascal Services Ltd. of Biwater House, Station Approach, Dorking, Surrey RH4 1TZ, (Cascal) represented by Andrew Young, Projects Director, hereinafter referred as the Client, who is pursuing private sector projects in Central and Eastern Europe, including Bulgaria, and is basing their Manager, Mariana Iteva, (Cascal’s Manager) in Sofia to work on these prospects, and
Cascal B.V. US$30,000,000 Facility Agreement dated 15 June 2007 as amended and restated by an Amendment and Restatement Agreement dated 2 November 2007 (the “Agreement”) - Amendment LetterFacility Agreement • January 7th, 2008 • Cascal B.V.
ADDENDUM TO SHARE PURCHASE AGREEMENT DATED 27 JUNE 2006 BETWEEN BIWATER PLC AND CASCAL B.V.Share Purchase Agreement • January 7th, 2008 • Cascal B.V.
AMENDMENT TO THE SECURED TERM LOAN FACILITY AGREEMENT BETWEEN THE GREATER NELSPRUIT UTILITY COMPANY (PROPRIETARY) LIMITED (now trading as “Silulumanzi” hereinafter the Borrower) AND THE DEVELOPMENT BANK OF SOUTHERN AFRICA LIMITED (“the DBSA” as...Secured Term Loan Facility Agreement • January 7th, 2008 • Cascal B.V.
INTERCOMPANY LOAN AGREEMENTIntercompany Loan Agreement • January 7th, 2008 • Cascal B.V.
REPUBLIC OF PANAMA LAGUNA ALTA TENDER NO. 03-97 OPERATIONS AND MAINTENANCE AGREEMENT FOR THE DRINKING WATER SYSTEM TO SUPPLY WATER TO THE AREA OF LA CHORRERA, ARRAIJAN AND CAPIRA BIWATER INTERNATIONAL LTD. Biwater House Station Approach Dorking Surrey...Operations and Maintenance Agreement • January 7th, 2008 • Cascal B.V.
THIS OPERATIONS AND MAINTENANCE AGREEMENT (“Agreement”) is made this sixth day of July 2000 by and between Aguas De Panama SA a company organised and existing under the laws of the Republic of Panama with domicile at Calle Belen y Via Panamericana, Republica de Panama (“APSA”) of the one part and Biwater International Limited a company organised and existing under the laws of England with domicile at Biwater House, Station Approach, Dorking, Surrey RH4 1TZ, England acting through its Panamanian branch (“Operator”) of the other part (together the “Parties” and Individually the “Party”).
SERVICES AGREEMENTServices Agreement • January 7th, 2008 • Cascal B.V. • England
B Cascal directly employs staff and also procures certain support services from outside its own resources in order to meet all of its legal, administrative and other obligations.
SHARE PURCHASE AGREEMENT RELATING TO BIWATER SUPPLY LIMITED DATED 27 JUNE 2006Share Purchase Agreement • January 7th, 2008 • Cascal B.V.
The Parties hereby agree that further to the Share Purchase Agreement (“the Agreement”) dated 27 June 2006, in accordance with Clause 3 of the Agreement, the fair market value of Biwater Supply Limited is US$ 14,340,000 and this has been arrived based on the methodology, assumptions and calculations as set out in the attached Paper entitled “VALUATION OF AGUAS DE PANAMA” dated 22 November 2006. Therefore prior to 26 December 2006 Cascal B.V. shall pay to Biwater Plc an additional US$ 640,000 which is the difference between the Purchase Price of US$ 14,340,000 and the Initial Purchase Consideration of US$ 13,700,000.
AMENDMENT AGREEMENT NO.2 TO LOAN AGREEMENT DATED APRIL 11, 2003 between AGUAS DE PANAMA S.A. and INTERNATIONAL FINANCE CORPORATION Dated as of October 28, 2003Loan Agreement • January 7th, 2008 • Cascal B.V. • New York
This AMENDMENT AGREEMENT No. 2 (this “Amendment”), dated as of October 28, 2003, is made between AGUAS DE PANAMA S.A., a sociedad anonima organized and existing under the laws of the Republic of Panama (the “Borrower”) and INTERNATIONAL FINANCE CORPORATION, an international organization established by Articles of Agreement among its member countries including the Republic of Panama (“IFC”).
