EX-10.12.2



 





Exhibit 10.12.2




INTERCOMPANY LOAN AGREEMENT

BETWEEN

CASCAL B.V. and BIWATER PLC




21 June 2007




1. Loan




We, Cascal B.V. (the Intercompany Loan Provider), offer to place at the disposal of Biwater Plc
(the Borrower), a US Dollar loan facility in the maximum aggregate principal amount of $400,000.



The Intercompany Loan Provider hereby agrees to advance funds to the Borrower in one tranche for
value date 21 June 2007.



The Borrower irrevocably directs the Intercompany Loan Provider to pay the amount of any advance
under this Intercompany Loan Agreement to the bank account as it may notify to the Intercompany
Loan Provider for this purpose.



2. Repayment




The Borrower promises to repay on the 28 June 2007, the principal sum of $400,000 or so much
thereof as may have been advanced by the Intercompany Loan Provider to the Borrower as Intercompany
Loans. If events take place that put the Borrower in a position whereby they are likely to default
on the agreed repayment terms, the Intercompany Loan Provider and the Borrower may mutually agree
in writing, not more than three days prior to the 25 June 2007, to extend the repayment period.



3. Intercompany Loan Interest




The Intercompany Loan made pursuant to this Agreement shall bear no interest.



4. Voluntary Prepayment




The Borrower shall have the right, in the Borrower’s sole discretion, to repay the Intercompany
Loan Provider all or any proportion of the principal amount of any Intercompany Loans at any time
before the Maturity Date.



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5. Representations




The Borrower makes the following representations and warranties to the Intercompany Loan Provider
on the date of this Agreement:




	(a)	 	It is a company with limited liability, duly incorporated and validly existing under the laws
of its jurisdiction of incorporation.
	 
	(b)	 	It has the power to own its assets and carry on its business as it is being conducted.
	 
	(c)	 	It has the power to enter into and perform this Agreement and the transactions contemplated
by this Agreement.
	 
	(d)	 	Subject to any general principles of law limiting its obligations, this Agreement constitutes
its legally binding, valid and enforceable obligation.
	 
	(e)	 	The entry into and performance by it of, and the transactions contemplated by, this Agreement
do not conflict with:






	 	(i)	 	any law or regulation applicable to it;
	 	(ii)	 	its constitutional documents; or
	 	(iii)	 	any document which is binding upon it or any of its assets.






	(f)	 	All authorisations required by it in connection with the entry into, performance, validity
and enforceability of, and the transactions contemplated by, this Agreement have been obtained
or effected (as appropriate) and are in full force and effect.





6. Default




The Intercompany Loan Provider shall be entitled to declare that all or part of any amounts
outstanding under this Agreement are immediately due and payable and/or payable on demand by the
Intercompany Loan Provider if the Borrower fails to make any payment due by it under this Agreement
on the due date for payment, unless such failure to pay is caused by technical or administrative
error and is remedied within 2 Business Days of the due date.



7. Tax




The Borrower shall make all payments to be made by it pursuant to this Agreement without any
deduction or withholding for or on account of any tax, levy, duty, impost or other charge or
withholding or a similar nature (including any penalty or interest payable in connection with any
failure to pay or any delay in paying any of the same). If any deduction referred to in this
paragraph is required by law to be made by the Borrower, the amount of the payment due from the
Borrower shall be increased to an amount which (after making any deduction referred to in this
paragraph) leaves an amount equal to the payment which would have been due if no deduction had been
required.




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8. Governing law and jurisdiction




This Intercompany Loan Agreement shall be governed by, and shall be construed in accordance with,
English law. The English courts have exclusive jurisdiction to settle any dispute in
connection with this Intercompany Loan Agreement. The English courts are the most appropriate and
convenient courts to settle any such dispute.



	 	 	 	 	 
	For and on behalf of

CASCAL B.V.

 	 	 
	/s/ Stephane Marcel Jean Richer
 	 	 
	 
	Dated 	 	26/11/07	 
	 	 	 
	 
	Please sign below if you accept the above terms.

 	 	 
	For and on behalf

of BIWATER PLC

 	 	 
	/s/ M.R.A. Duffy
 	 	 
	 
	Dated 	 	27-11-07	 
	 	 	 
	 




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