Exhibit 10.27


 


 


AMENDMENT NO. 3 TO


TERM CREDIT AGREEMENT


 


This Amendment No. 3 to Term Credit Agreement (the “Amendment”) is entered into this        
day of July, 2005 by and among WORLDWATER & POWER CORP., a Delaware
corporation formerly known as WorldWater Corp. (the “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 the “Lenders”),
and SBI ADVISORS, LLC, a California limited liability company, in its capacity
as agent for Lenders (the “Agent”).


 


Background


 


Borrower,
Lenders and Agent are parties to a Term Credit Agreement dated March 29, 2004,
as amended by Amendment No. 1 to Term Credit Agreement dated September 23,
2004, and Amendment No. 2 to Term Credit Agreement dated December 31, 2004
(collectively, the “Agreement”).
Capitalized terms in this letter will have the meaning assigned to them in the
Agreement.


 


The parties
hereto desire to amend the Agreement.


 


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


 


1.             Upon payment by Borrower to
Lenders, on a ratable basis, in the aggregate amount of $400,000 in reduction
of the current outstanding principal balance of the Loans, the undersigned
hereby agree that:


 


(a)  Paragraph 2(b) of the Agreement will be
replaced in its entirety to read as follows:


 


“(b)  Repayment.  The Loan shall be repaid in full on July 31,
2006 (the “Maturity Date”).”


 


(b)   Paragraph 2(c) of the Agreement will be
replaced in its entirety to read as follows:


 


“(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 eighteen percent
(18%)  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.”


 


(c)  Section 4(d) of the Agreement will be
replaced in its entirety to read as follows:


 


“(d)         Liens.  Lenders hereby consent to the grant by
Borrower of a lien on all or substantially all of Borrower’s assets in favor of
Centrecourt Asset Management or any of its affiliates, including without
limitation, CAMOFI Masters LDC, and any of their respective successors or
assigns. Any further liens on the assets of Borrower will require the consent
of Lenders, which consent will not be unreasonably withheld.”


 


(d)  Section 7(d) of the Agreement will be
replaced in its entirety to read as follows:


 


“(d)         Liens.  Borrower creates, incurs, assumes or suffers
to exist any governmental, tax, or judgment Lien and fails to have the same
removed or released within twenty Business Days after the creation thereof.”


 


2.             Except as expressly modified and
amended herein, the Agreement remains in full force and effect.


 


 


[signatures appear on next page]


 





















 


	
   

  	
  SBI ADVISORS, LLC, solely in its capacity

  as Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Shelly Singhal

  	
   

  
	
   

  	
  Name:

  	
    Shelly Singhal

  	
   

  
	
   

  	
  Its:

  	
    Managing Member

  	
   

  
	
   

  	
   

  	
   

  
						



 


	
   

  	
  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:

  	
   

  
	
   

  	
   

  	
   

  
						



 


	
   

  	
  WORLDWATER
  & POWER CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Quentin T. Kelly

  	
   

  
	
   

  	
  Name:

  	
    Quentin T. Kelly

  	
   

  
	
   

  	
  Its:

  	
    Chairman and Chief Executive Officer