EX-10.11.1



 





Exhibit 10.11.1




EQUITY TRUST




	 	 	 
	 

	 	Equity Trust Co. N.V.
	 

	 	Atrium, Strawinskylaan 3105, 1077 ZX Amsterdam
	 

	 	P.O. Box 71744, 1008 DE Amsterdam
	 

	 	The Netherlands






	 	 	 	 	 
	 

	 	Tel
	 	+31 (0)20 406 4444
	Cascal B.V.

	 	Fax
	 	+31 (0)20 642 7675
	Suite 6.1.24

	 	Email
	 	infonl@equitytrust.com
	Strawinskylaan 3105
	 	 	 	 
	1077 ZX AMSTERDAM
	 	 	 	 






Amsterdam, 26 September 2006




Our ref:      EB/Cascal 260906




Dear Sirs,




Re. Strawinskylaan 3105, Amsterdam



We take pleasure in confirming to you the lease of office space in the building Atrium at
Strawinskylaan 3105, Amsterdam, on the conditions as set out below:





	1.	 	The lease relates to the office space on the sixth floor of Atrium, Strawinskylaan
3105, indicated as suite no. 6.1.24 on the attached plan.
	 
	2.	 	The lease has been entered into for a period of 12 months commencing on 1 September
2006. The lease will terminate on 31 August 2007. If no notice of termination by
registered letter has been given by either party three months before that date, the
lease will continue thereafter unless and until terminated by either party giving to
the other party notice by registered letter 6 (six) months in advance.
	 
	3.	 	The initial rent payable by you, the Lessor, to us, the Lessee, will be 50% of euro 29,343.60
being euro 14,671.80 (fourteen thousand six hundred seventy one euro and eighty cent), incl.
VAT, per year payable in advance in quarterly instalments. The initial rent will be adjusted
on 1 July of each subsequent year in accordance with paragraph 4. Charges for central heating,
electricity, water, cleaning and insurance, except for the legal liability insurance
(“wettelijke aansprakelijkheidsverzekering”) of the office space are all included in the rent
	 
	 	 	Payment of rent and charges shall be made to a bank account to be indicated by us.



Registered
at the chamber of commerce of Amsterdam 
No. 33126512 



ABN AMRO Bank
N.V. Amsterdam No 54 03  15 532 

Iban-code NL03ABNA0540315532 

Swift address
ABNANL2A




 









 





Cascal
B.V.
26 September 2006








	4.	 	The amount of rent shall be adjusted annually, for the first time on 1 July 2007, to
reflect any changes during the previous calendar year of the costs of living index as
applicable to the total population of The Netherlands and published by the Central
Bureau of Statistics in The Hague, namely: by multiplication of the initial rent (a) by
a fraction, the numerator of which shall be the price-index figure as per the end of
the calendar year preceding the year of adjustment (b) and the denominator of which
shall be the price-index figure as per the beginning of the calendar year preceding the
year of adjustment (c) (a x b/c = new rent). The sums thus arrived at shall, under no
circumstances whatsoever, be less than the initial rent. We shall advise you in writing
before 1 July each year of the extent of the indexed rent.
	 
	 	 	If the Central Bureau of Statistics ceases to publish the costs of living index and/or
changes its calculation method, a comparable index will be used. If parties disagree on
which comparable index, the director of the Central Bureau of Statistics will give a final
and for both parties binding judgement thereon.
	 
	5.	 	The office space so leased may only be used as an office and you shall not be permitted the
use the office space for any other purpose without our express prior approval in writing.
Office hours are from 9.00 a.m. until 5.30 p.m. Monday to Friday, except for Netherlands
public holidays. Entrance outside these office hours or on Netherlands public holidays is
possible after consultation with us and will not result in an increase in your rent.
	 
	 	 	The office space shall be made available to you in a good state of repair, well decorated,
with standard floor covering and provided with a desk, three chairs and two cupboards. We
will maintain this in an appropriate decorative order.
	 
	 	 	For special meetings you shall be allowed to make use of the conference room, free of
charge, provided that proper notice is given, preferably 1 (one) week before the meeting, to
our Office Management. Meals during meetings can be arranged at cost, if requested in
advance.
	 
	6.	 	During the office hours the floor will be staffed by a receptionist/secretary, who will be
available for:






	 	—	 	facsimile and photocopying;
	 
	 	—	 	telephone services;
	 
	 	—	 	distributing incoming mail, sending out mail and arranging for courier services, if required;
	 
	 	—	 	occasional secretarial services.






You shall be allowed to make use of our telefax and photocopier installations. Outgoing
messages and photocopies shall be charged to you at our then current rates in force. The
telephone in the office space will be installed at your expense.




You are allowed to make use of the pantry. Coffee and tea will be available free of charge.
Any special services, including secretarial services for typing of letters, invoices etc.
can be arranged through the intermediary of our Office Management. These services will be
charged to you at our then current rates in force.



 









 




Cascal B.V.
26
September 2006


	7.	 	You shall duly observe all directives given in writing by us or by competent authorities in
respect of the office space and see to it that neither you nor any third party in your employ
will materially interfere with the use by other occupants of the building and/or suites.
	 
	 	 	If necessary and in consultation with you, we shall draw up in writing a set of rules and
regulations, in order to further the proper course of affairs in the building of which the
leased office space forms part. You shall be required to comply with these rules and
regulations and to ensure that any third parties working for you shall also comply with
these rules and regulations.
	 
	8.	 	The Lessor agrees that Biwater Contracting B.V. — hereinafter ‘Biwater’ — with effect from 1
September 2006 shall lease a part of Suite 6.1.24. Biwater and the Lessor shall agree a
separate lease agreement to that end. If the lease agreement with Biwater ends for whatever
reason, the area of the Lessee’s premises shall be extended by the space previously occupied
by Biwater. With effect from the first of the month following the month in which the lease
agreement with Biwater ended, the Lessee’s rent and service charge shall be increased by the
most recent rent and service charge respectively, paid by Biwater. The clauses in the lease
agreement with the Lessee shall remain unchanged. Before the lease agreement with Biwater
ends, the Lessor shall advise the Lessee of this and of the amount of the new rent and service
charge in writing. As soon as the area of the premises changes, an initial inspection report
shall be prepared for the premises formerly leased by Biwater.
	 
	 	 	Should Biwater not meet its obligations to pay rent and service charges including VAT, the
Lessee gives an undertaking to the Lessor to pay such overdue rent, in the sense of Book 7,
Section 855, Dutch Civil Code. Contrary to Book 7, Section 855, Dutch Civil Code, the Lessor
and Lessee agree as follows:






	 	•	 	Once non-payment has been noted, the Lessor shall order Biwater in
writing within 14 days after this demand to pay such, and a copy shall be
sent to the Lessee by simultaneous post;
	 
	 	•	 	On default of payment by Biwater, the Lessor shall advise the Lessee
accordingly in writing, giving the Lessee a period of four weeks to make
payment.






	 	 	All other conditions and provisions of the lease agreement including the index clause of
paragraph 4 and other side letters remain in force.
	 
	9	 	You shall not be allowed to add, affix, alter, pull down or remove anything to, in or from
the office space, including the wiring, other than usual items such as pictures on the wall
etc, or other than with our express approval.
	 
	 	 	Any object which you, with our requisite approval, may have added, affixed, altered, pulled
down or removed to, in or from the office space shall, upon expiration of the lease, be left
intact, and you shall not be entitled to claim any compensation therefore from us unless
otherwise agreed in advance. Furthermore, upon expiration, you are obliged to leave the





 









 




Cascal B.V.
26
September 2006








	 	 	office space cleaned and on time. Upon departure you have to hand over and return all the
keys to us, including the spare ones.
	 
	10.	 	Any net curtains or sun blinds etc. to be fixed by you on the windows of the office space can
only be fixed with our prior written consent, in colours, material and size to be determined
in consultation with us.
	 
	11.	 	We will assist in arranging that your company’s name is situated in the entrance area on the
sixth floor as well as in other areas to be determined after consultation with you and under
the condition of approval of the property-management, in accordance with the Dutch Company law
requirements.
	 
	12.	 	Maintenance and repair of the office space shall be for our account but any excessive costs
for maintenance or repair, which were due, in our opinion, to improper use by yourselves,
shall be for your account.
	 
	13.	 	We shall not be liable for the consequences of any visible or invisible defects, of which we
are not aware, in the office space and/or communal areas, nor for a consequential loss to you,
damage to persons or property of you, your employees or third parties, nor for any damage
whatsoever, except for such damage/loss occurring after the Lessor has become aware of such
occurrence and which is not attributable to the Lessee.
	 
	14.	 	You shall indemnify us from claims of your employees or of third parties in respect of damage
to persons or goods present in the office space caused as a result of defects of which the
Lessor is not aware and which the latter is not required to repair.
	 
	15.	 	We informed you that the lease hereunder considered shall be a sub-lease. We guarantee to you
quiet enjoyment of the sub-leased office space during the term of this sub-lease but otherwise
you shall not be entitled to enforce against us any right granted under the sub-lease whether
expressed or implied which we, in turn, cannot enforce against the Head Lessor.
	 
	 	 	You specifically undertake to vacate the office space immediately on our first call if and
when the Head lease should terminate during the existence of this sub-lease. In such case we
will make a pro-rata refund of the prepaid rent.
	 
	 	 	Furthermore, if the head Lessor increases our rent because of rent-adjustments for whatever
reasons, we are entitled to pass on these increases to you. The same applies in respect of
increases in the service costs.
	 
	16	 	For the purpose of any reminders, notices, etc. which we may wish to send or serve in
connection with the implementation of the lease hereunder considered, you shall accept service
of same at Strawinskylaan 3105, Amsterdam with a copy to our address in the U.K.




 









 




Cascal B.V.
26
September 2006








	17.	 	At the effective date of this Agreement, you are required to pay a security deposit of three
months rent to a bank account to be indicated by us. During this Lease Agreement you are not
permitted to compensate and/or settle this security deposit with any amount you owe to us or
which you will owe to us. The security deposit will be reimbursed to you within 30 days after
the end of the lease period, unless Lessor has valid reasons not to do so.
	 
	18	 	In case of non payment or delay in payment of the rent or any other amount you owe us,
we are entitled to charge you a monthly interest of one per cent (1%) over the amount
due.
	 
	19.	 	We are entitled to terminate this Agreement with immediate effect and without serving any
notice upon you or without first obtaining a court settlement if you do not fulfil your
obligations under this Agreement, you apply for suspension of payment or a bankruptcy petition
against you is filed.
	 
	20.	 	This agreement shall be governed by and construed in accordance with the laws of The
Netherlands and any dispute arising under or in connection herewith shall be submitted to the
competent court in Amsterdam, subject to appeal and cassation (“cassatie”).




Please sign and return the enclosed copy of this letter as acknowledgement of our approval of the
terms hereof.




Yours faithfully,

Equity Trust Co. N.V.




	 	 	 	 	 
	 

	 	 	 	For approval,
	 

	 	 	 	Cascal B.V.
	 
	 	 	 	 
	/s/J.C.W. van Burg

	 	/s/R.G.A. de Schutter
	 	/s/S.M.J. Richer
	 

	 	 
	 	 
	J.C.W. van Burg

	 	R.G.A. de Schutter
	 	S.M.J. Richer
	Managing Director

	 	Managing Director
	 	Chief Executive Officer






 









 











 









 





EQUITY TRUST




	 	 	 
	 

	 	Equity Trust Co. N.V.
	 

	 	Atrium, Strawinskylaan 3105, 1077 ZX
	 

	 	Amsterdam P.O. Box 71744, 1008 DE
	 

	 	Amsterdam
	 

	 	The Netherlands






	 	 	 	 	 
	 

	 	Tel
	 	+31 (0)20 406 4444
	Cascal B.V.

	 	Fax
	 	+31 (0)20 642 7675
	Suite 6.1.24

	 	Email
	 	infonl@equitytrust.corn
	Strawinskylaan 3105
	 	 	 	 
	1077 ZX AMSTERDAM
	 	 	 	 






Amsterdam, 29 September 2006




Our ref       : Side letter 060929



Dear Sirs,



Re: Lease Aqreement Suite 6.1.24, Strawinskylaan 3105, Amsterdam



We refer to the Lease Agreement effective as of 1 September 2006, concluded between yourselves and
the undersigned, concerning the lease of office space in captioned premises.



Further to Clause 16 of the aforementioned Lease Agreement, we herewith confirm that increases of
rent as mentioned therein, will not occur until 1 January 2014.



Please sign and return the enclosed copy of this letter as acknowledgement of your approval of the
contents thereof.




Yours faithfully,

Equity Trust Co. N.V.




	 	 	 	 	 
	 

	 	 	 	Cascal B.V.
	 
	 	 	 	 
	/s/R.G.A. de Schutter

	 	/s/J.P. Koolmees
	 	/s/S.M.J. Richer
	 

	 	 
	 	 
	R.G.A. de Schutter

	 	J.P. Koolmees
	 	S.M.J. Richer
	Managing Director

	 	Proxyholder B
	 	Chief Executive Officer






	 	 	 
	 

	 	Registered at the Chamber of Commerce
Amsterdam No 33126512
	 
	 	 
	 

	 	ABN AMRO Bank N.V. Amsterdam No 54 03 15
532

 Iban-code NL03ABNA0540315532
	 

	 	Swift address ABNANL2A






 









 






EQUITY TRUST




	 	 	 
	 

	 	Equity Trust Co. N.V.
	 

	 	Atrium, Strawinskylaan 3105, 1077 ZX
	 

	 	Amsterdam P.O. Box 71744, 1008 DE
	 

	 	Amsterdam
	 

	 	The Netherlands






	 	 	 	 	 
	 

	 	Tel
	 	+31 (0)20 406 4444
	Cascal B.V.

	 	Fax
	 	+31 (0)20 642 7675
	Suite 6.1.24

	 	Email
	 	infonl@equitytrust.com
	Strawinskylaan 3105
	 	 	 	 
	1077 ZX AMSTERDAM
	 	 	 	 






Amsterdam, 26 September 2006

Our ref       : Side letter 030806



Dear Sirs,



Re: Lease Aqreement Suite 6.1.24, Strawinskylaan 3105, Amsterdam



We refer to the Lease Agreement effective as of 1 September 2006, concluded between yourselves and
the undersigned, concerning the lease of office space in captioned premises.



We agreed that the lease will terminate on 31 August 2007 and that, if no notice of termination by
registered letter has been given by either party three months before that date, the lease will
continue thereafter for periods of 12 months unless and until terminated by either party giving
notice to the other party by registered letter six months in advance.



This letter serves to confirm that we agreed that notwithstanding the aforementioned termination
clause and notwithstanding all the other terms and conditions of the Lease Agreement, Equity Trust
is entitled to terminate the Lease Agreement by registered letter in case either party,
irrespective of the reasons, will terminate the service agreement, according to which Equity Trust
renders administrative and/or corporate secretarial services to you, as per the date of the
termination of the service agreement. Equity Trust will not be liable for any possible damages or
costs incurred as a result of this termination.



Please sign and return the enclosed copy of this letter as acknowledgement of your approval of the
contents thereof.




Yours faithfully,

Equity Trust Co. N.V.




	 	 	 	 	 
	 

	 	 	 	Cascal B.V.
	 
	 	 	 	 
	/s/R.G.A. de Schutter

	 	/s/J.P. Koolmees
	 	/s/S.M.J. Richer
	 

	 	 
	 	 
	R.G.A. de Schutter

	 	J.P. Koolmees
	 	S.M.J. Richer
	Managing Director

	 	Proxyholder B
	 	Chief Executive Officer






	 	 	 
	 

	 	Registered at the Chamber of Commerce Amsterdam
	 

	 	 No 33126512
	 
	 	 
	 

	 	ABN AMRO Bank N.V. Amsterdam No 54 03 15
532
	 

	 	Iban-code NL03ABNA0540315532
	 

	 	Swift address ABNANL2A