EX-10.12.5.1



 





Exhibit 10.12.5.1




INTERCOMPANY LOAN AGREEMENT




28 June 2006




1. Loan



We, Cascal B.V. (the Intercompany Loan Provider) offer to place at the disposal of Biwater Plc (the
Borrower) a sterling loan facility in the maximum aggregate principal amount of £3,500,000.



Subject to the Intercompany Loan Provider having received from the Borrower a request for a loan
(an Intercompany Loan) no more than 3 Business Days prior to the date on which the Borrower
requires such Intercompany Loan, the Intercompany Loan Provider shall make advances in the amounts
specified in such request up to the maximum aggregate principal specified above.



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




2. Repayment



The Borrower promises to pay on the date falling three business days prior to the anticipated
completion date of the Agreement For The Sale And Purchase Of Shares In The China Water Company
dated 14 April 2006 (the Maturity Date) to the order of the Intercompany Loan Provider, the
principal sum of £3,500,000 or so much thereof as may have been advanced by the Intercompany Loan
Provider to the Borrower as Intercompany Loans. In the event that the Agreement For The Sale And
Purchase Of Shares In The China Water Company dated 14 April 2006 is not completed before 30
September 2006 then the Maturity Date will be 31 October 2006, or such later date as the
Intercompany Loan Provider and the Borrower shall mutually agree in writing.




3. Intercompany Loan Interest



Each Intercompany Loan made pursuant to this Agreement shall bear interest (the Intercompany Loan
Interest) from the date it is made until the Maturity Date at a rate equal to 5.00% per annum. The
Intercompany Loan Provider and the Borrower agree that any payment of Intercompany Loan Interest by
the Borrower pursuant to this Agreement will, subject to paragraph 4 hereunder, be made at the
Maturity Date.




4. Voluntary Prepayment



The Borrower shall have the right, in the Borrower’s sole discretion, to prepay the Intercompany
Loan Provider all or any proportion of the principal amount of any Intercompany Loans at any time
before the Maturity Date, provided it also pays all Intercompany Loan Interest due on the amount
prepaid up to and including the date of the prepayment.




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.




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	(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. Set off



The Intercompany Loan Provider may set off any matured obligation due from the Borrower under this
Agreement against any dividend payable by the Intercompany Loan Provider to Biwater B.V. If any
obligation or dividend is in a different currency, the Intercompany Loan Provider may convert
either the obligation or the dividend at a market rate of exchange in its usual course of business
for the purpose of the set-off.




8. 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
parargraph) leaves an amount equal to the payment which would have been due if no deduction had
been required.




9. Fee



In consideration of the Intercompany Loan Provider entering into this Intercompany Loan Agreement,
the Borrower agrees to pay the Intercompany Loan Provider on the Maturity Date an arrangement fee
of £1,000.




10. 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




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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 


	 	 






Please sign below if you accept the above terms.




For and on behalf of

BIWATER PLC




	 	 	 
	 
	 	 
	/s/ signed 


	 	 







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