EX-10.11.2



 





Exhibit 10.11.2




SIDE AGREEMENT





	1.	 	CASCAL B.V., a private company with limited liability with its registered office in
Amsterdam, the Netherlands, and its place of business at Strawinskylaan 3105, 1077 ZX
Amsterdam, the Netherlands, duly represented in this matter by Mr. S.M.J. Richer, who
is fully authorised, hereinafter to be referred to as “Cascal.”





and





	2.	 	BIWATER CONTRACTING B.V., a private company with limited liability with its
registered office in Amsterdam, the Netherlands, and its place of business at
Strawinskylaan 3105, 1077 ZX Amsterdam, the Netherlands, duly represented in this
matter by Mr. D.L. Magor, hereinafter to be referred to as “Biwater”,




Cascal and Biwater will hereinafter be referred to jointly as the “Parties”.




WHEREAS:





	 	•	 	Both Cascal and Biwater individually lease a part of the office Premises
numbered 6.1.24 — hereinafter the “Premises” — located at Strawinskylaan 3105, 1077
ZX Amsterdam, the Netherlands, from Equity Trust Co. N. V. — hereinafter the
“Lessor” — on the basis of written lease agreements; see Annex 1, hereinafter the
“Lease Agreements”.
	 
	 	•	 	Cascal and Biwater have both given an undertaking to the Lessor to stand surety
for each other — hereinafter to be referred to as “Surety”- as defined in Book 7,
Section 850 of the Dutch Civil Code, for the performance of each other’s payment
obligations — namely the rent and service charges, plus VAT — under the Lease
Agreements.
	 
	 	•	 	Biwater must enter the Premises leased by Cascal in order to be able to enter
the Premises leased by Biwater, see Annex 2;
	 
	 	•	 	The obligation of the Parties to pay the rent and service charges plus
VAT to the Lessor is hereinafter referred to as the “Payment Obligation”.
	 
	 	•	 	The Party not meeting its Payment Obligation by the due date is hereinafter the
“Debtor”.
	 
	 	•	 	The point in time, by which the Payment Obligation is to be met, is
hereinafter referred to as the “Due date”.
	 
	 	•	 	Cascal and Biwater wish to set out below the terms and conditions of this
suretyship and Biwater’s right to enter the Premises leased by Cascal in order to
be able to access the Premises leased by Biwater.




 









 










HAVE AGREED AS FOLLOWS




Article 1





	1.1	 	The Parties both declare that they will promptly meet their Payment Obligation under
the Lease Agreements to the Lessor.
	 
	1.2	 	Should either Party not meet its Payment Obligation by the Due Date, the Debtor will notify
the Surety accordingly in writing within two weeks following the Due Date, stating the reason
for the non-performance of such obligation. To the extent that any defences exist with respect
to the content or the time for performance of the Payment Obligation, the Debtor will inform
the Surety accordingly in writing in said letter, submitting the appropriate evidence.
	 
	1.3	 	As soon as the Surety is requested by the Lessor in writing to meet the Debtor’s Payment
Obligation, the Surety will notify the Debtor accordingly by registered letter within 14 days
following such demand for payment.
	 
	1.4	 	Within 4 weeks from the date of the Lessor’s demand for payment, the Surety will meet the
Payment Obligation, with due observance of the provisions in Article 1.5.
	 
	1.5	 	The Surety will not meet the Payment Obligation:






	 	a.	 	if the Debtor duly invokes any right to postpone performance and the
Debtor has notified the Surety accordingly in writing in good time;
	 
	 	b.	 	during the period granted to the Debtor, within which the latter is able to
annul the juristic act, from which the Payment Obligation originates, and the Debtor
has notified the Surety accordingly in writing in good time;
	 
	 	c.	 	if the Surety, with the Debtor’s consent, raises a defence against the Lessor;
	 
	 	d.	 	until the Surety has received a demand for payment from the Lessor.






	1.6	 	Immediately after payment, the Surety will notify the Debtor in writing of the Payment
Obligation to the Lessor that it has met.
	 
	1.7	 	If, after the Lessor’s written request to the Surety to meet the Payment Obligation, the
Debtor pays its Payment Obligation, the Debtor will immediately notify the Surety accordingly
in writing.
	 
	1.8	 	Duplicate payment
	 
	1.8.1	 	To the extent that the Surety, after having been so ordered by the Lessor, has met the
Payment Obligation to the Lessor, without informing the Debtor accordingly, and the Debtor has
likewise made payment, the Debtor will transfer its claim on the Lessor for undue payment to
the Surety




 









 












	 	 	(Book 7, Section 867 of the Dutch Civil Code). In that case, the Surety will
have no right of recourse against the Debtor.
	 
	1.8.2	 	To the extent that the Debtor — after the Surety has been ordered by the Lessor to
make payment — meets its Payment Obligation to the Lessor, without notifying the
Surety accordingly in good time, and the Surety subsequently meets the Payment
Obligation to the Lessor, the Surety will transfer its claim on the Lessor for undue
payment to the Debtor, and the latter will repay to the Surety the amount unduly paid
by the Surety.
	 
	1.8.3	 	The Party breaching its notification obligation in the situations, as defined in
Articles 1.8.1 and 1.8.2, in consequence of which the other Party has unduly paid,
is liable for the loss of the Party which has unduly paid.





Article 2





	2.1	 	As soon as the Surety has met the Payment Obligation to the Lessor, the Surety will,
immediately following the payment, have a claim on the Debtor for the full amount that
it has had to pay as principal amount, interest and charges to the Lessor, in
accordance with the provisions in Book 6, Section 10 of the Dutch Civil Code. An
invocation by the Surety of its right of recourse will not affect its right to
subrogation of the Lessor’s rights.
	 
	2.2	 	Interest will not only include the interest stipulated, but also the statutory
interest due and payable with respect to the Debtor. If the situation, as described in
Article 1.5 (c), does not turn out well, and the Surety is nevertheless required to
make payment, the statutory interest, if any, is payable by the Debtor on account of
default by the Surety.
	 
	2.3	 	The Surety’s right of recourse does not extend to statutory interest for the period
in which the Surety has been in default owing to a circumstance affecting the Surety
personally, and does not extend to costs affecting the Surety personally and which
the Surety was not reasonably required to incur.





Article 3





	3.1	 	The Premises leased by Biwater borders on the Premises leased by Cascal and can only
be entered via the Premises leased by Cascal. Accordingly, Biwater receives from
Cascal the unencumbered right to enter the property leased by Cascal at all times.






	3.2	 	Biwater shall not enter the Premises leased by Cascal for any purpose other
than the purpose described in Article 3.1.






	3.3.1	 	The parties are liable vis-a-vis the lessor for the Premises they lease,
specifically for that part that they use.




 









 












	3.3.2	 	Accordingly, Biwater indemnifies Cascal against any claims by the lessor or third parties
against Cascal related to the leased Premises used by Biwater, as Cascal indemnifies Biwater
against any claims by the lessor or third parties against Biwater related to the leased
Premises used by Cascal.






	3.4	 	Cascal is liable for any type of damage whatsoever which Biwater may incur in connection with
claims against the latter related to the Premises leased by Cascal, as Biwater is also liable
for any type of damage whatsoever which Cascal may incur in connection with claims against the
latter related to the Premises leased by Biwater.





Article 4



If the Parties are required to inform each other in writing, they must do so by letter at all times.



Annex:



Annex 1: Lease Agreements



Annex 2: Premises specified in a drawing



Thus signed in two copies and agreed on 3 October 2006




	 	 	 
	Cascal B. V.

	 	Biwater Contracting B.V.
	 
	 	 
	/s/ Stephane
Marcel Jean Richer

	 	/s/ D. L. Magor
	 

	 	 
	 
	 	 
	 

	 	Director A
	 
	 	 
	 

	 	/s/ SIGNATURE ILLEGIBLE
	 

	 	 
	 
	 	 
	 

	 	Director B






 









 




Annex
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.
	 
	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





 









 










Cascal B.V.

26 September 2006





	 	 	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 am. 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 shah 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