EX-10.12.4



 





Exhibit 10.12.4




INTERCOMPANY LOAN




DATED 21 DECEMBER 2007




Between




BIWATER B.V.




and




CASCAL B.V.







ALLEN & OVERY




Allen & Overy LLP




71872-00025 PG:2173022.3





 









 




THIS AGREEMENT is dated 21 December, 2007 and is made BETWEEN:





	(1)	 	BIWATER B.V., a private limited liability company (besloten vennootschap met beperkte
aansprakelijkheid) incorporated under the laws of the Netherlands, having its official seat in
Amsterdam, the Netherlands, registered with the commercial register under number 34108177 and
having its office address at Strawinskylaan 3105, 1077 ZX, Amsterdam (Biwater); and






	(2)	 	CASCAL B.V., a private limited liability company (besloten vennootschap met beperkte
aansprakelijkheid) incorporated under the laws of the Netherlands, having its official seat in
Amsterdam, the Netherlands, registered with the commercial register under number 34112761 and
having its office address at Strawinskylaan 3105, 1077 ZX, Amsterdam (Cascal).





WHEREAS:




	 	 	 
	(A)

	 	Biwater and Cascal entered into a deed of priorities dated 16 November 2007 between Biwater,
Cascal and HSBC Bank plc in various capacities (the Agreement); and
	 
	 	 
	(B)

	 	Biwater and Cascal wish to record certain arrangements between themselves in connection with
the Agreement.






IT IS AGREED as follows:





	1.	 	Definitions

	 
	 	 	Terms defined in the Agreement (including terms incorporated by reference into the
Agreement) shall have, unless otherwise defined in this agreement, the same meaning when
used in this agreement.






	2.	 	The Loan

	 
	 	 	We, Biwater, have agreed to make available to Cascal an unsecured loan of an amount equal to
the Enforcement Amount (the Loan).






	3.	 	Utilisation





	 	 	 
	(a)

	 	The parties acknowledge that, pursuant to clause 4.6(c) of the Agreement and in
accordance with the terms of the Agreement, an amount standing to the credit of the
Enforcement Proceeds Account may be applied to discharge any outstanding Cascal Debt
(such amount, the Enforcement Amount).
	 
	 	 
	(b)

	 	Upon payment of the Enforcement Amount as described in Clause 3 above, Biwater
shall make available the Loan.







	4.	 	Repayment

	 
	 	 	The Loan is repayable by Cascal on demand by Biwater at any time.






	5.	 	Interest

	 
	 	 	The Loan will accrue interest at the base rate plus 3 per cent. quoted by the Royal Bank of
Scotland plc on the date Biwater makes available the Loan (or as otherwise agreed between
the parties). Interest will accrue from day to day while the Loan is outstanding and is
payable in arrears on the date of repayment of the Loan.





1









 






	6.	 	Assignment

	 
	 	 	This agreement enures to the benefit of each party to it or any of its successors or
assignees. Biwater may assign or transfer all or any of its rights under this agreement
without the consent of Cascal. Cascal may not assign or transfer any of its rights under
this agreement without the consent of Biwater.






	7.	 	Counterparts

	 
	 	 	This agreement may be executed in any number of counterparts and this has the same effect as
if the signatures on the counterparts were on a single copy of this agreement.






	8.	 	Governing law

	 
	 	 	This agreement will be governed by and construed in accordance with English law.





2









 





SIGNATORIES




	 	 	 
	BIWATER B.V.

	 	 
	 
	 	 
	By:  /s/ D.L.
Magor

	 	 
	 
	 	 
	 


	 	 
	Director/Secretary   D.L.
Magor

	 	 
	 
	 	 
	By:  /s/ W.
Kamphuijs

	 	 
	 
	 	 
	 


	 	 
	Director/Secretary   W.
Kamphuijs

	 	 
	 
	 	 
	 
	 	 
	CASCAL B.V.

	 	 
	 
	 	 
	By:  /s/ S.
Richer

	 	 
	 
	 	 
	 


	 	 
	Executive Director   S.
Richer

	 	 







3