EX-10.12.1



 





Exhibit 10.12.1




INTERCOMPANY LOAN AGREEMENT




BETWEEN




BIWATER PLC and CASCAL B.V.




30 April 2007




1. Loan



We, Biwater Plc (the Intercompany Loan Provider), offer to place at the disposal of Cascal B.V.
(the Borrower), a US Dollar loan facility in the maximum aggregate principal amount of $2,671,485.



The Intercompany Loan Provider hereby agrees to advance funds to the Borrower in two tranches as
set out below:





	 	a)	 	For value date 30 April 2007, €1,650,000 at an exchange rate of 1.3685 USD:Euro (USD
equivalent of $2,258,025);
	 
	 	b)	 	For value date 8 May 2007, $413,460




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 24 May 2007, the principal sum of $2,671,485 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 21 May 2007, to extend the repayment period.




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 2.00% per annum above
the Federal Reserve Funds Rate. 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 repay 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.




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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. 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.




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9. 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

BIWATER PLC




	 	 	 
	/s/ Martin A. Duffy
	 	 
	 



Dated
16th November 2007

	 	 






Please sign below if you accept the above terms.




For and on behalf of

CASCAL B.V.




	 	 	 
	/s/
Stephane Marcel Jean Richer
	 	 
	 



Dated
16 November 2007

	 	 







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