Attached files
| file | filename |
|---|---|
| 10-K - Consolidated Water Co. Ltd. | v177335_10k.htm |
| EX-4 - Consolidated Water Co. Ltd. | v177335_ex4.htm |
| EX-7 - Consolidated Water Co. Ltd. | v177335_ex7.htm |
| EX-2 - Consolidated Water Co. Ltd. | v177335_ex2.htm |
| EX-5 - Consolidated Water Co. Ltd. | v177335_ex5.htm |
| EX-8 - Consolidated Water Co. Ltd. | v177335_ex8.htm |
| EX-31.2 - Consolidated Water Co. Ltd. | v177335_ex31-2.htm |
| EX-32.2 - Consolidated Water Co. Ltd. | v177335_ex32-2.htm |
| EX-23.1 - Consolidated Water Co. Ltd. | v177335_ex23-1.htm |
| EX-31.1 - Consolidated Water Co. Ltd. | v177335_ex31-1.htm |
| EX-23.2 - Consolidated Water Co. Ltd. | v177335_ex23-2.htm |
| EX-32.1 - Consolidated Water Co. Ltd. | v177335_ex32-1.htm |
DATED
THIS 18 Feb 2009
OCEAN
CONVERSION (BVI) LTD
and
CONSOLIDATED
WATER CO. LTD.
SECOND
AMENDING DEBENTURE
MYERS
& ALBERGA
Harbour
Place,
103
South Church Street,
Grand
Cayman KY1-1106
Cayman
Islands B.W.I.
THIS
SECOND AMENDING DEBENTURE is made on 18 Feb 2009
BETWEEN:
|
(1)
|
Ocean Conversion (BVI) Ltd.
of Baughers Bay, Tortola, British Virgin Islands a company
incorporated under the laws of the British Virgin Islands with registered
number 682861 (the “Chargor”);
and
|
|
(2)
|
Consolidated Water Co.
Ltd., of Grand Cayman, Cayman Islands, a company incorporated under
the laws of the Cayman Islands (the “Chargee”)
|
WHEREAS:
|
(1)
|
By
a Debenture dated 24th
August 2007 (the “Debenture”) the Chargor charged its assets, present and
future including its uncalled capital and goodwill to the Chargee to
secure the Secured Obligations;
|
|
(2)
|
By
an Amending Debenture dated the 14th day of March 2008 the Chargor and the
Chargee amended clause 2.1 (c) of the Debenture to extend the date by
which the Chargor must execute water supply contracts with the
Government of the British Virgin Islands with regard to the Baughers Bay
and Bar Bay plants from 15th
September 2007 to 1st
January 2009; and
|
|
(3)
|
The
Chargee at the request of the Chargor has agreed to further amend Clause
2.1 (c) of the Debenture as appears
below.
|
NOW THIS AMENDING DEBENTURE WITNESSES
as follows:
|
1.
|
In
this Amending Debenture, words defined in the Debenture have the same
meaning.
|
|
2.
|
Clause
2.1 (c) of the Debenture is deleted and the following substituted
therefor:
|
|
|
“(c)
|
In
the event that the Chargor fails to execute water supply contracts with
the Government of the British Virgin Islands with regard to the Bar Bay
plant on or before 1 January 2009 and with regard to the Baughers Bay
plant on or before 1 January 2010, either failure will constitute a
material adverse change to the Chargor’s financial condition and the
entire amount of the Subordinated Indebtedness will become immediately
repayable pursuant to Clause 3(15) of the Loan
Agreement”.
|
|
3.
|
In
all other respects the Debenture is
confirmed.
|
|
Executed and delivered as a
Deed on behalf of
|
||
|
OCEAN
CONVERSION (BVI) LTD.
|
||
|
by
its authorised signatories:
|
||
|
/s/
Glenn Harrigan
|
||
|
Director
|
||
|
/s/
Romney Penn
|
||
|
Director
|
||
|
CONSOLIDATED
WATER CO. LTD.
|
||
|
by
its authorised signatories:
|
||
|
/s/
Richard Finlay
|
||
|
Director
|
||
|
/s/
Clarence Flowers
|
||
|
Director
|
||