Exhibit 10.25


 


 


AMENDMENT NO. 1 TO

TERM CREDIT AGREEMENT


 


 


This Amendment No. 1 to Term Credit Agreement (the “Amendment”)
is entered into this          day
of September, 2004 by and among WORLDWATER CORP., a Delaware corporation (“Borrower”),
HONG KONG LEAGUE CENTRAL CREDIT UNION, in its capacity as a lender hereunder (“Hong
Kong League”), HIT CREDIT UNION, in its capacity as a lender hereunder (“HIT”),
(HIT and Hong Kong League shall be collectively referred to as “Lenders”), and
SBI ADVISORS, LLC, a California limited liability company, in its capacity as
agent for Lenders (“Agent”), each of whom is a party to the Agreement.


 


WITNESSETH:


 


WHEREAS, on or
about March 29, 2004, the parties hereto entered into the Term Credit Agreement
(the “Agreement”);


 


WHEREAS, the
parties hereto desire to amend the Agreement; and,


 


WHEREAS,
except as expressly modified and amended herein, the Agreement remains in full
force and effect without amendment.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereby agree as follows:


 


1.             Certain Defined
Terms.  Except as provided herein,
all defined terms have the same meaning as set forth in the Agreement.


 


2.             Paragraphs 2 (a) –
(d) of the Agreement are amended and replaced to read as follows:


 


(a) Loan Advance.   Subject to the terms and conditions of this
Agreement, the Lenders hereby, severally and not jointly, collectively agree to
make loans to Borrower (the “Loan”) upon the full execution of this Amendment
and the delivery of the promissory notes represented by Exhibit “A-3” and
Exhibit “A-4” (the “Closing Date”) in the aggregate amount of One Million
Dollars (U.S. $1,000,000), which amount may be repaid at any time prior to the
Maturity Date without premium or penalty. 
The Loan evidences a revolving line of credit.  Borrower may request advances of funds
hereunder pursuant to the terms and conditions set forth herein. Upon repayment


 





















 


by Borrower of any
principal amount of the Loan, Borrower may reborrow amounts available under the
Loan, provided that Lenders shall in no event be obligated to lend or have an
amount outstanding at any particular time that exceeds the total amount of the
Loan.


 


(b)  Repayment.  The Loan shall be repaid in full on October
31, 2005 (the “Maturity Date”).


 


(c)  Interest Rate and Interest Payments.  Borrower shall pay interest on the unpaid
principal amount of the Loan from the Closing Date until the Maturity Date, at
a rate equal to fifteen percent (15%)  per annum (the “Interest Rate”) calculated on the basis of a
365 day year. Subject to Section 2(e) and 2(g)
below, interest on the outstanding principal amount of the
Loan shall be due and payable to Agent, for the ratable benefit of Lenders, in
advance on the last Business Day of each calendar month, commencing on the
first of such dates following the date of the Amendment until the Maturity
Date, at which time all accrued but unpaid interest shall be due and payable.


 


(d)  Promissory Notes.  The Loan shall be evidenced by two promissory
notes (collectively, the “Notes”) in the forms of Exhibit “A-3” and Exhibit “A-4”
attached to the Agreement, duly executed and delivered to Agent by Borrower.
Upon the full execution of this Amendment, the outstanding promissory notes represented
by Exhibit “A-1” and Exhibit “A-2” attached to the Agreement, and the original
executed copies of such promissory notes will be returned to Borrower marked “Satisfied.”


 


3.             Paragraph
5 (c) is amended to read as follows:


 


(c)  A Warrant in favor of Agent to purchase
400,000 shares of the Common Stock of Borrower in the form attached hereto as
Exhibit B, together with a Warrant in favor of Agent to purchase 200,000 shares
of Common Stock of Borrower in the form attached hereto as Exhibit B-2;


 


4.             Paragraph
10 (c) is amended to provide notice to SBI Advisors, LLC to the following
address:


 


SBI Advisors, LLC


610 Newport Center Drive, Suite 1205


Newport, CA 
92660


Telecopy No.: 949-679-7280


 


5.             Exhibit
“C-2”, Registration Rights Agreement is added to provide registration rights
for shares underlying the Warrant in favor of Agent to purchase 200,000 shares
of Common Stock of Borrower in the form attached hereto as Exhibit B-2.


 





















 


IN WITNESS WHEREOF, the parties hereto do execute this
Amendment as of the date first above written.


 


	
   

  	
  “BORROWER”

  
	
   

  	
   

  	
   

  
	
   

  	
  WORLDWATER CORP., a Delaware

  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Quentin T. Kelly

  	
   

  
	
   

  	
  Name:

  	
    Quentin T. Kelly

  	
   

  
	
   

  	
  Its:

  	
  Chairman and Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  
						



 


	
   

  	
  “AGENT”

  
	
   

  	
   

  	
   

  
	
   

  	
  SBI ADVISORS, LLC, solely in its capacity 

  as Agent hereunder

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Shelly Singhal

  	
   

  
	
   

  	
  Name:

  	
    Shelly Singhal

  	
   

  
	
   

  	
  Its:

  	
    Managing
  Member

  	
   

  
						



 


 


	
   

  	
  “LENDERS”

  
	
   

  	
   

  	
   

  
	
   

  	
  HONG KONG LEAGUE CENTRAL

  CREDIT UNION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Shelly Singhal

  	
   

  
	
   

  	
  Name:

  	
    Shelly Singhal

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
						



 


	
   

  	
  HIT CREDIT UNION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Shelly Singhal

  	
   

  
	
   

  	
  Name:

  	
    Shelly Singhal

  	
   

  
	
   

  	
  Its: