Ex-10.1 Trust Deed dated August 4, 2006



 








EXHIBIT
10.1




TRUST DEED




Index to Clauses




	 	 	 
	1.00

	 	Interpretation
	2.00

	 	Covenant to repay and to pay interest
	3.00

	 	Form of the Certificates
	4.00

	 	Principal Amount of the Bonds
	5.00

	 	Negative Pledge
	6.00

	 	Events of Default
	7.00

	 	Security
	8.00

	 	Enforcement by the Trustee
	9.00

	 	Application of Money
	10.00

	 	Investment by the Trustee
	11.00

	 	Notice to Bondholders regarding application of money
	12.00

	 	Payment to Bondholders following an event of default
	13.00

	 	Surrender, cancellation and re-issue of Bonds
	14.00

	 	Failure by Bondholder to make claim after date of redemption
	15.00

	 	Manner of Investment by Trustee
	16.00

	 	Register of Bonds
	17.00

	 	Trustee’s Remuneration
	18.00

	 	Covenants by the Company
	19.00

	 	Trustee’s Powers
	20.00

	 	Trustee’s Power to Delegate
	21.00

	 	Appointment of Agents by Trustee
	22.00

	 	Trustee not precluded from entering into contracts
	23.00

	 	Trustee’s consents
	24.00

	 	Modification of Trust Deed
	25.00

	 	Waiver by Trustee
	26.00

	 	Appointment of New Trustee
	27.00

	 	Retirement by Trustee
	28.00

	 	Company’s warranty and performance covenant and Conditions Precedent
	29.00

	 	Deemed inclusion of conditions
	30.00

	 	Trustee may assume compliance by the Company
	31.00

	 	Auditor’s Certificates
	32.00

	 	Transfer of Bonds
	33.00

	 	Cancellation of Bonds
	34.00

	 	Further Assurance
	35.00

	 	Power of Attorney
	36.00

	 	Miscellaneous
	37.00

	 	Notices
	38.00

	 	Governing Law
	39.00

	 	Submission to Jurisdiction
	40.00

	 	Waiver of Objection
	41.00

	 	Service of Process






Index to Schedules




	 	 	 
	First Schedule:

	 	Certificate and Terms and Conditions of the Bonds

	Second Schedule:

	 	Provisions for Meetings of Bondholders






 









 






T H
I S D E E D is made this 4th day of August, Two Thousand and Six
Between Consolidated Water Co. Ltd. a company incorporated under the laws of the Cayman Islands
with its registered office at Regatta Office Park, Windward Three, 4th
Floor, West Bay Road, P.O. Box 1114 GT, Grand Cayman, Cayman Islands
(hereinafter called “the Company”) of the One Part and Dextra Bank & Trust Co. Ltd. a company
incorporated under the Laws of the Cayman Islands with its registered office at Sagicor House, 198
North Church Street, P.O. Box 472 GT, Grand Cayman, Cayman Islands, B.W.I. (hereinafter called “the
Trustee”) of the Other Part.



W H E R E A S



A. By a
Resolution of the Company passed on the 28th day of July 2006 the Company resolved to
borrow with the approval of its Board of Directors in accordance with its Articles of Association a
sum not exceeding Fifteen Million Seven Hundred and Seventy-One Thousand Nine Hundred and
Ninety-Seven United States Dollars and Sixteen Cents (US$15,771,997.16) by the issue and sale of
Secured Fixed Rate Bonds.



B. It has been agreed and determined between the Company and the Trustee that the Bonds shall be
constituted and secured in the manner and upon the terms and conditions contained in this Trust
Deed and subject to and with the benefit of the Conditions contained in Part B of the First
Schedule which shall be deemed to be part of this Trust Deed.



C. The net proceeds from the issue of the Bonds are to be applied towards partial funding of the
construction of the reverse osmosis water plant in the Bahamas and assist to in other capital
expenditure projects and such use of the proceeds is legitimate and in accordance with applicable
law.




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D. The Trustee has agreed to act as trustee of this Trust Deed for the benefit of the Bondholders
on and subject to the terms and conditions set out in this Trust Deed.




NOW THIS TRUST DEED WITNESSETH AND IT IS HEREBY AGREED AND DECLARED as follows:-



1.00 INTERPRETATION




1.01 In this Trust Deed:-



“AFFILIATES” means with respect to the Company, a
subsidiary or holding company of the Company or any other
subsidiary of that holding Company.



“ARRANGER” means Scotiatrust and Merchant Bank Trinidad and
Tobago Limited.



“AUDITORS” means the auditor or auditors for the time being of the Company.



“BONDS” means the registered bonds of the Company issued on the Closing Date in the
aggregate value of not more than Fifteen Million Seven Hundred and Seventy-One
Thousand Nine Hundred and Ninety-Seven United States Dollars and Sixteen Cents
(US$15,771,997.16) comprising 5.95% Secured Fixed Rate Bonds 2006-2016 denominated
in Dollars constituted by this Trust Deed or the nominal amount thereof for the
time being outstanding or (as the context so requires) a specific number thereof.



“BONDHOLDER” means the registered holder(s) of any Bonds.



“BUSINESS DAY” means a day on which commercial banks are open for business in the
Cayman Islands.



“CALCULATION DATE” means the last day of each fiscal quarter of the Company.



“CERTIFICATES” means any certificate for the Bonds in the form or substantially in
the form set out in Part A of the First Schedule



“CHARGE OF SHARES” means the Equitable Charge of Shares of even date herewith in
which the Company charged its shares in Cayman Water Company Limited to the
Trustee.



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“CHARGED PROPERTY” means all the fixed and floating assets of the Company and its
subsidiary, Cayman Water Company Limited.



“CLOSING
DATE” means the 4th day of August, 2006.



“COLLATERAL MORTGAGES” means the charges of even date herewith made between Cayman
Water Company Limited and the Trustee whereby the Cayman Water Company Limited
charged the following parcels of land: (i) West Bay Beach North East Block 9A
Parcel 8; (ii) West Bay Beach North Block 11D Parcel 40; (iii) West Bay Beach North
Block 11D Parcel 8; (iv) West Bay Beach South Block 12D Parcel 79REM1/2; and (v)
West Bay Beach North East Block 9A Parcel 469.



“CONDITIONS” means the Terms and Conditions endorsed on the Certificates in the
form or substantially in the form set out in Part B of the First Schedule hereto,
as the same may from time to time be modified in accordance with the provisions of
this Trust Deed and any reference in this Trust Deed to a particular numbered
Condition shall be construed accordingly.



“CPLTD” means the portion of the long term debt payable in the current
financial year.



“DEBENTURE” means the Debenture of even date herewith and made by Cayman Water
Company Limited in favour of the Trustee.



“DEBT SERVICE COVERAGE RATIO” means the ratio of EBITDA for the 12 month period
ending on the Calculation Date to the sum of (i) interest expense for the 12 month
period ending on the Calculation Date and (ii) the principal amount of long term
debt scheduled for repayment during the 12 month period following the Calculation
Date.



“DIRECTORS” mean the directors for the time being of the Company.



“DISCLOSURE
LETTER” means the letter set out in the Third Schedule dated
the 28th day
of July, 2006 issued by the Company containing the disclosures in respect to the
representations and warranties contained in clause s 5.01.04, 18.04 and 28.01.



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“DOLLARS”, “UNITED STATES DOLLARS” and “US$” mean the lawful currency from time to
time of the United States of America.



“DUE DATE” means the day on which any payment under the Bonds is due.



“EBITDA” means net income plus interest expense, tax expense, depreciation and
amortization and adjusted for any exceptional or extraordinary items included in
calculating net income.




“EQUITY” means total assets minus total liabilities.



“EVENT OF DEFAULT’ means any event of default referred to in clause 6 of this Trust
Deed.



“EXTRAORDINARY RESOLUTION” means an Extraordinary Resolution of the
Bondholders passed in accordance with the provisions of paragraph 19 of the Second
Schedule.



“GOVERNMENTAL APPROVALS” means such approvals as are required by the Company for
the issue of the Bonds in Trinidad and Tobago and any other territory in the
Caribbean in which the Bonds are offered for sale.



“GUARANTEE” means the Guarantee of even date herewith made by Cayman Water Company
Limited in favour of the Trustee.



“INSURANCE POLICIES” means the Company’s insurance policies as follows: (i)
Commercial “All Risks” Insurance; (ii) Plant and Equipment “All Risks” Insurance;
(iii) Business Interruption Insurance which includes loss of profit endorsement.



“INSURANCE PROCEEDS ACCOUNT” means the account established by the Company under the
control of the Trustee into which the insurance proceeds of the Insurance Policies are to be paid in accordance with
Clause 18.01.17.



“INTER-CREDITOR AGREEMENT” means the agreement of even date herewith made among
Scotiabank & Trust (Cayman) Ltd., the Trustee, the Company and Cayman Water Company
Limited.



“INTEREST RATE” means the rate set out in Condition 6.03.01.



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“ISSUE PRICE” means 95.11% of the principal amount of the Bonds such that the
proceeds of the Bonds payable by the Bondholders to the Company shall be equivalent
to the principal amount of the Bonds in the amount of US$15,771,997.16 multiplied
by 95.11% which equals US$15,000,000.00.



“MONTH” means calendar month.



“OUTSTANDING BONDS” means all the Bonds other than:



(a) those in respect of which the repayment money (including all
arrears of interest (if any) accrued thereon have been duly paid to the
relevant Bondholders or have been duly paid to the Trustee or to the Paying
Agent in the manner provided in the Paying Agency Agreement or this Trust Deed
(and where appropriate notice to that effect has been given to the relevant
Bondholders in accordance with Condition 15.00) for payment against
presentation of the relevant Certificates;



(b) those which have been purchased beneficially by or for the
account of the Company and cancelled;



Provided that for each of the following purposes, namely:-



(i) the right to attend and vote at any meeting of the
Bondholders or any of them;



(ii) the determination of the number of Outstanding Bonds for the
purposes of clause 8.00 hereof, Condition 10.00 and paragraphs 2, 5, 6, 7, 9
and 10 of the Second Schedule hereof;



(iii) any discretion, power or authority contained in this Trust
Deed which the Trustee is required, expressly or impliedly, to exercise in or
by reference to the interests of the Bondholders or any of them; and



(iv) the determination by the Trustee whether in its opinion any
circumstances, matters or things are or would be materially prejudicial to the
interests of the Bondholders or any of them;



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those Bonds if any, which are beneficially held by or for the account of the
Company, but are not yet cancelled under Condition 7.06 shall (unless and until
ceasing to be so held by or for the account of the Company) be deemed not to be
Outstanding Bonds.



“PARI-PASSU DEBENTURE” means the Debenture of even date herewith and made by the
Company in favour of the Trustee.



“PAYING AGENCY AGREEMENT” means the Agreement of even date herewith appointing the
Paying Agent for the Bonds or any other agreement for the time being in force
appointing the Paying Agent for the Bonds, or concerning its duties, the terms of
which have been previously approved in writing by the Trustee, together with any
agreement for the time being in force amending or modifying with the prior written
approval of the Trustee any of the aforesaid agreements in relation to the Bonds.



“PAYING AGENT” means Scotiatrust and Merchant Bank Trinidad and Tobago Limited or
other person appointed by the Company as such.



“PAYMENT DATE” has the meaning ascribed to it in Condition 1.01.04.



“PAYMENT PERIOD” means the period described in Condition 1.01.05.



“PAYMENT, REDEMPTION AND REPAYMENT” shall where the context admits each include
both the others and the words ‘pay’, ‘paid’, and ‘payable’, ‘redeem’, ‘redeemed’
and ‘redeemable’, ‘repay’, ‘repaid’ and ‘repayable’ shall be construed accordingly.



“PERMITTED INVESTORS” means up to no more that 34 or such other applicable
aggregate amount of such Permitted Investors at anytime who acquire bonds or
interests in bonds for their own account or for the account of another Permitted
Investor to the extent that such Permitted Investors are not prohibited by the
Securities Act from acquiring securities in private placements.



“REGISTER” means the register of the Bonds and Bondholders to be maintained in
accordance with the provisions of this Trust Deed.



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	 	 	“REGISTRAR” means Scotiatrust and Merchant Bank Trinidad and Tobago Limited or
other person appointed by the Company as such.
	 
	 	 	“REGULATORY APPROVALS” means all permits, licences, and consents as are required
under the laws of the Cayman Islands and the Bahamas for the proper and effective
carrying out of the Company’s business and that of its Affiliates.
	 
	 	 	“SECURITIES ACT” means the applicable securities legislation in the territories the
Bonds are offered for sale.
	 
	 	 	“SECURITY DOCUMENTS” means the Trust Deed, the Paying Agency Agreement, the
Subscription Agreement, the Debenture, the Pari-Passu Debenture, the Collateral
Mortgages, the Guarantee, the Charge of Shares and the Inter-Creditor Agreement.
	 
	 	 	“SPECIFIED OFFICE” means in relation to any Paying Agent, either the office
identified with its name at the end of the Conditions or in the relevant Paying
Agency Agreement under which it is appointed as such or such other office as shall
have been notified to the holders of the Bonds in accordance with the Conditions.
	 
	 	 	“SUBSCRIPTION AGREEMENT” means the Agreement even date herewith whereby the
Arranger agrees to underwrite and arrange for subscription of the Bonds.
	 
	 	 	“TAXES” means and includes any present or future taxes, levies, duties, imposts,
deductions, charges, fees or withholdings of any nature.
	 
	 	 	“TRUST CORPORATION” means a corporation entitled under the laws of the Cayman
Islands or Trinidad and Tobago to carry out, or not prohibited from carrying out,
the functions of a trustee.
	 
	 	 	“TRUST DEED” means this Trust Deed and the Schedules (as from time to time modified
in accordance with the provisions of this Trust Deed) and shall include any deed or
instrument supplemental to this Trust Deed.
	 
	 	 	“TRUSTEE” means Dextra Bank & Trust Co. Ltd. or any other trustee or trustees for
the time being of this Trust Deed and includes the successors and assigns of the
Trustee whether immediate or derivative.




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1.02 Unless the context requires otherwise words or expressions in this Trust Deed
shall bear the same meanings as in the Companies Law of the Cayman Islands or any
statutory modification or re-enactment thereof.



1.03 Words denoting the singular shall include the plural number and vice versa.
Words denoting masculine feminine or neuter gender shall include both of the other
genders. Words denoting natural persons shall include corporations and firms.



1.04 The headings and sub-headings to clauses and Conditions are for convenience
only and have no legal effect and references to Schedules, clauses, sub-clauses,
Conditions, paragraphs and sub-paragraphs shall be references to the Schedules to this
Trust Deed, to the clauses and sub-clauses of this Trust Deed, to the Conditions set
out in Part C of the First Schedule and to the paragraphs and sub-paragraphs set out
in the Second Schedule.



1.05 References to statutes orders regulations or statutory instruments shall be
construed as references to them as respectively replaced, amended, modified or
re-enacted from time to time.



1.06 References to costs, charges or expenses shall unless stated to the contrary
include any value added tax or similar tax or duty charged or chargeable on them.



2.00 COVENANT TO REPAY AND TO PAY INTEREST




2.01 The Company hereby covenants with the Trustee to pay the principal sum of
Fifteen Million Seven Hundred and Seventy-One Thousand Nine Hundred and Ninety-Seven
United States Dollars and Sixteen Cents (US$15,771,997.16) due on the Bonds to the
Bondholders and/or the Trustee as Trustee for the Bondholders together with interest
thereon and all other sums from time to time due to the Trustee or the Bondholders
under this Trust Deed in accordance with the provisions of this Trust Deed.



2.02 As and when the Bonds or any of them become due to be repaid in accordance
with the Conditions, the Company shall pay to or to the order



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of the Trustee in
Dollars in immediately available funds the principal amount of the Bonds on the Due
Date for repayment and shall (subject as aforesaid and to the other provisions of the
Conditions) until such payment (as well after as before any judgment or other order of
any competent court) unconditionally pay to or to the order of the Trustee as
aforesaid, as and when the same becomes due in accordance with the Conditions,
interest on the principal amount of the Bonds at the rate per annum specified in
Condition 6.03;


2.03 Any principal sum which is not paid on the due date will attract interest
from and after the Due Date at the rate of 2.5% per annum above the Interest Rate on
the issue, payable by the Company.



AND PROVIDED that:-




2.03.01 in any case where the Payment Date is a non-Business Day, then payment of principal
or interest shall be made on the last preceding day which is a Business Day, but
interest shall only accrue for the period up to the date for payment or the date fixed
for repayment of principal or interest;




2.03.02 every payment of principal or interest in respect of the Bonds made to the Paying
Agent in the manner provided in the Paying Agency
Agreement or this Trust Deed shall be in satisfaction pro tanto of the
covenant by the Company in this clause contained;





2.03.03 If the Company pays any amount in respect of the Bonds to the Trustee or Paying
Agent after the relevant Due Date, interest will continue to accrue on the principal
included in the amount of the payment that is overdue at the rate specified in clause
2.03; that interest will be calculated from the Due Date to the date (being not later
than thirty (30) days after the date on which the Trustee or the Paying Agent actually
receives the whole of that payment together with an amount, equal to the interest
which has accrued and is to accrue up to and including that date) which the trustee
determines will be the date on which payment will be made to the Bondholder;



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and the
Trustee must state that date in a notice (given in accordance with Condition 15) which
the Trustee must give to the Company and to the Bondholders as the date that the full
amount payable in respect of the Bonds will be paid; and



2.03.04 In any case where the Company improperly withholds or refuses to pay the whole or
any part of the principal of any Bond (otherwise than in circumstances contemplated by
clause 2.03.03), interest will accrue on the principal balance of that Bond at the
rate specified in clause 2.03, calculated from the date of the withholding or refusal
up to and including the date (being not later than thirty (30) days after the day on
which the Trustee or the Paying Agent actually receives the whole of that principal
balance, together with an amount equal to the interest which has accrued and which is
to accrue up to and including the date which the Trustee determines will be the date
on which payment is to be made to the Bondholders, and the Trustee must state that
date in a notice which the Trustee must give to the Company and to the Bondholders as
the date that the full amount payable in respect of the Bonds will be paid.



2.04 At any time after all the money hereby secured shall become due and payable
or the Trustee shall have instituted proceedings against the Company in accordance
with clause 8.00 the Trustee may:



2.04.01 by notice in writing to the Company and the Paying Agent and the Registrar require
the Paying Agent pursuant to the Paying Agency Agreement:



(a) to act thereafter as Paying Agent and
Registrar of the Trustee in relation to payments to be made by or on
behalf of the Trustee under the provisions of this Trust Deed on the
terms provided in the Paying Agency Agreement mutatis mutandis (save
that the Trustee’s liability under any of the provisions thereof for
the indemnification of the



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Paying Agent shall be limited to the
amounts for the time being held by the Trustee upon the trust of this
Trust Deed and available for distribution to Bondholders) and
thereafter to hold all such sums, documents and records held by it in
respect of the Bonds on behalf of the Trustee; and/or



(b) to deliver up all Bonds and all sums,
documents and records held by it in respect of such Bonds to the
Trustee or as the Trustee shall direct in such notice provided that
such notice shall be deemed not to apply to any documents or records
which the Paying Agent is obliged not to release by any law or
regulation;



2.04.02 by notice in writing to the Company require it to make all subsequent payments in
respect of Bonds to the order of the Trustee and not to the Paying Agent with effect
from the issue of any such notice to the Company and until such notice is withdrawn
sub-clause 2.03.02 hereof shall cease to have effect.



2.05 Payment of the principal for the time being owing on the Bonds or any part of
the Bonds, and interest may be made by cheque or wire transfer made payable to the Bondholders (or, in the case of joint holders, to all such
Bondholders) or to such person or persons as the Bondholders or all the joint
Bondholders may in writing direct, and sent to the Bondholder at his registered
address or in the case of joint Bondholders the Bondholder who is first named on
the Register at his registered address or to such address as the Bondholder or all
the joint Bondholders may direct in writing. Every cheque may be sent through the
post at the risk of the Bondholders or joint Bondholders. Due payment of the cheque
or instruction for the wire transfer of funds to the address provided by the
Bondholder shall be a satisfaction of the principal or interest it represents
unless the cheque is returned by the bank on which it is drawn for any legitimate
reason.



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2.06 All payments by the Company in respect of the Bonds will be made in Dollars
without withholding of, or deduction for or on account of, any present or future Taxes
of the Cayman Islands, unless the Company is required by Cayman Islands law to
withhold or deduct amounts for, or on account of, any such Taxes whereupon the
provisions of Condition 4.00 shall apply.



3.00 FORM OF THE CERTIFICATES



3.01 The Certificates shall be in the form or substantially in the form set out in
Part A of the First Schedule or in such other form as the Trustee may approve and
shall have endorsed on them Conditions in the form, or substantially in the form, set
out in Part B of the First Schedule.



3.02 Without unnecessary delay but in any event not more than fourteen days after
the Closing Date the Company shall execute and have available for delivery to the
Paying Agent for distribution to the initial purchasers of the Bonds the Certificates
in respect thereof.



3.03 The Bond Certificates are valid and obligatory only when they have been
countersigned for the purpose of authentication and delivered by the Paying Agent.



3.04 The Company shall comply with the terms and provisions of the Certificates
issued in respect of the Bonds and the Conditions. The Bonds
shall be held subject to and with the benefit of the
Conditions, all of which shall be deemed to be
incorporated in this Trust Deed and shall be binding
on the Company, the Bondholders and all persons
claiming through or under them. Every Bondholder shall
be entitled to receive one Certificate for the Bonds
held by him, but joint Bondholders shall be entitled
to one Certificate only for the Bonds jointly held by
them. Each Certificate for a joint bondholding shall
be delivered to that one of the joint Bondholders
whose name stands first in the Register in respect of
the joint bondholding. Where a Bondholder has
transferred or has redeemed a part only of his holding
of Bonds he shall be entitled to a Certificate for the
balance of such holding, without charge.



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4.00 PRINCIPAL AMOUNT OF THE BONDS



4.01 The principal amount of the Bonds shall be limited to Fifteen Million Seven
Hundred and Seventy-One Thousand Nine Hundred and Ninety-Seven United States Dollars
and Sixteen Cents (US$15,771,997.16). The whole of the Bonds shall constitute secured
obligations of the Company and shall rank pari passu equally and rateably without
discrimination or preference among themselves.



4.02 The amount of the Issue Price shall be received by the Company and shall be
applied for the purposes set out in Recital C of this Trust Deed.



5.00 NEGATIVE PLEDGE



5.01 So long as any Bonds remain outstanding, neither the Company nor any of its
Affiliates shall without the consent in writing of the Trustee:



5.01.01 make any assignment for the benefit of its creditors or consent to the appointment
of a trustee or receiver over its property or any part thereof;



5.01.02 do or cause or permit to be done anything which may in any way materially
depreciate, jeopardise or otherwise prejudice this Trust Deed;



5.01.03 enter into a merger, acquisition or change the nature of its business;



5.01.04 enter into (a) any new borrowing agreements in amounts aggregating more than
$250,000.00 or (b) any new guarantees or new contingent liabilities in amounts
aggregating more than $250,000.00, (save and except for guarantees and contingent
liabilities associated with current and future projects of the Company, which have
been presented to and accepted by the Arranger as part of its due diligence exercise
and disclosed to the Trustee prior to the execution of this Deed) or (c) any
arrangements to further encumber its assets to secure amounts other than those amounts
specified in (a) and (b) above; or



5.01.05 make any advances to any of the Company’s shareholders.



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6.00 EVENTS OF DEFAULT



6.01 The Bonds shall become immediately due and payable together with accrued
interest, if any of the following events occur and either (a) the Trustee so
determines or (b) the Trustee is requested in writing by Bondholders together holding
at least one-quarter in principal amount of the Outstanding Bonds or is requested by
an Extraordinary Resolution to demand repayment.



6.01.01 If the Company fails to pay for a period of ten (10) days after the Due
Date any payment due on the Bonds.



6.01.02 If a receiver is appointed or if a bona fide petition is presented or an
order made or a resolution passed or analogous proceedings are taken for
appointing an administrator or liquidator of or winding up of the Company or
if a notice is issued convening a meeting for the purpose of passing any such
resolution or a resolution to purchase or redeem or reduce issued share
capital of the Company (save for the purpose of and followed within four
months by an amalgamation or reconstruction not involving or arising out of
insolvency on terms previously approved in writing by the Trustee).



6.01.03 If the Company threatens the Trustee verbally or in writing to stop payment
of its obligations generally or ceases or threatens to cease to carry on
business or a substantial part of its business.



6.01.04 If an encumbrancer takes possession or a receiver is appointed of the whole
or any part of the assets, property, revenues or undertaking of the Company or
if any final judgment or order made against the Company is not complied with
within fourteen days or if a distress, sequestration, execution or other
process is levied or enforced on or sued out against any of the undertaking,
property, assets, revenues, chattels or property of the Company and is not
discharged within fourteen days.



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6.01.05 If the Company is deemed to be insolvent or unable to pay its debts within
the meaning of Section 95 of the Companies Law or if the Company shall enter
into discussions or arrangements with any of its creditors with a view to
avoiding insolvency, or an application for an administration order is
presented to a court or such an order is made by a court, or if a notice is
issued convening any meeting of the Company for the purpose of considering
such an application.



6.01.06 If the Company defaults under any trust deed, loan agreement, debenture or
other agreement or obligation relating to its borrowing (which expression
includes all liabilities in respect of any type of credit and accepting,
endorsing or discounting any notes or bills all unpaid rental and other
liabilities, present and future under hire-purchase, credit sale, conditional
sale, leasing and similar agreements the purchase price or charge for all
acquisitions or services, payment of which is deferred for three months or
more and all liabilities under debt purchase factoring and like agreements
contingent on non-payment of any debt) or if any borrowing or other money
payable under any of the foregoing becomes or is capable of being declared payable
prior to its stated maturity or is not paid when due or if any
debenture, mortgage, charge or other security now or hereafter created
by the Company becomes enforceable.



6.01.07 If this Trust Deed or any of the Security Documents fails or ceases to be
continuing or is terminated (other than by the resignation or removal of the
Paying Agent followed by the appointment of a substitute).



6.01.08 If any Regulatory Approval, licence, authorization, consent or registration
at any time necessary or desirable to enable the Company to comply with its
obligations to the Trustee or to carry on its business in the normal course
shall be revoked, withheld or materially modified or shall fail to be granted
or perfected or shall cease to remain in full force and effect.



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6.01.09 If default is made by the Company in the performance of its obligations or
covenants under or as incorporated by reference into this Trust Deed other
than any covenant for the payment of principal and interest in respect of the
Bonds or if the Company breaches any representation or warranty made under
this Trust Deed and (except where, in the opinion of the Trustee, such default
is not capable of remedy when no such continuation or notice as is referred to
below will be required) such default continues for more than fourteen days
after written notice requiring such default to be remedied has been given to
the Company by the Trustee and the Trustee shall have certified in writing
that such event is in its opinion prejudicial to the interests of the
Bondholders.



6.01.10 If any event or series of events or any circumstances whether related or
not occur(s) or arise(s) which, in the reasonable opinion of the Trustee has a
material adverse effect on the
Company which affects the ability of the Company to meet its
obligations under this Trust Deed.



6.01.11 Any representation or warranty made by the Company in or pursuant to this
Trust Deed is, or proves to be, untrue or incorrect in any respect when made
or would be untrue or incorrect if repeated at any time.



6.01.12 Any material indebtedness of the Company is not paid when due and payable
and remains unpaid for fifteen (15) Business Days thereafter unless it is
disputed by the Company in good faith or is lawfully declared to be or is
capable of being rendered due and payable before its normal maturity or any
security interest over any assets of the Company securing indebtedness becomes
enforceable.



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6.01.13 Any event occurs which renders it unlawful or impossible for the Company to
perform or observe, or to procure the performance or observance of, any of its
obligations or undertakings contained in this Trust Deed or for the Trustee to
exercise any of its rights and remedies under this Trust Deed.



6.01.14 If the Company defaults in the performance of its obligations under any of
the Security Documents or any of its Regulatory Approvals.



7.00 SECURITY



7.01 The Company shall pursuant to the Pari-Passu Debenture charge to the Trustee
all of the fixed and floating assets of the Company by way of security for the
repayment of the principal and interest in respect of the Bonds.



7.02 The
Company shall pursuant to Charge of Shares charge to the Trustee its shares in Cayman Water Company Limited by way of security for the repayment of the
principal and interest in respect of the Bonds.



7.03 The Company shall procure the issue of the Guarantee by way of security for
the repayment of the principal and interest in respect of the Bonds.



7.05 The Company shall procure that Cayman Water Company Limited pursuant to the
Debenture charge to the Trustee all of its fixed and floating assets by way of
security for the repayment of the principal and interest in respect of the Bonds.



7.06 The Company shall procure that Cayman Water Company Limited pursuant to the
Collateral Mortgages charge to the Trustee the parcels of land described therein by
way of security for the repayment of the principal and interest in respect of the
Bonds.



7.07 The security created by clauses 7.01, 7.02, 7.03, 7.04, 7.05 and 7.06 shall:



7.07.01 be without prejudice and in addition to any other security for the payment of all
money from time to time payable under this Trust Deed and the Conditions which the
Trustee may hold now or hereafter on all or any part of the property, assets and
undertaking of the Company;



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7.07.02 be in addition to any rights, powers and remedies at law or in equity or otherwise;



7.07.03 not merge with or otherwise prejudice or affect any contractual or other right or
remedy or any guarantee, lien, pledge, bill, note, mortgage or other security (whether
created by the deposit of documents or otherwise) now or hereafter held by or
available to the Trustee and shall not in any way be prejudiced or affected thereby or
by the invalidity thereof or by the Trustee now or hereafter dealing with exchanging,
releasing, varying or abstaining from perfecting or enforcing any of the same or any
rights which it may now or hereafter have or giving time for payment or indulgence or
compounding with any other person liable.



8.00 ENFORCEMENT BY THE TRUSTEE



8.01 At any time after the Bonds shall have become immediately due and repayable,
the Trustee (to the exclusion of the Bondholders) may, at its discretion, and shall,
on the request in writing of Bondholders holding not less than one-quarter of the
principal amount of the Outstanding Bonds or,
if so requested by Extraordinary Resolution (but, in either case, subject to the
Trustee being indemnified to its satisfaction against all proceedings, claims and
demands to which the Trustee may be liable and all costs, charges and expenses
which may be incurred by the Trustee in connection therewith), and without notice
take such proceedings against the Company as it may deem fit.



8.02 The Trustee shall be entitled to prove in any winding-up of the Company in
respect of principal and/or interest payable in relation to the Bonds or other money
payable under any provision of this Trust Deed.



8.03 No Bondholders shall in any circumstances be entitled to any remedy (whether
by way of action, petition or otherwise howsoever) for the recovery of any Bond or any
part thereof or any interest therein, unless the Trustee, having become bound to take



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proceedings in accordance with this Trust Deed, fails to do so within a reasonable
time and such failure shall be continuing. In that case any Bondholder may, on giving
the Trustee an indemnity satisfactory to the Trustee against all proceedings claims
and demands to which it may be liable and all costs charges and expenses which may be
incurred by it in connection therewith, in the name of the Trustee (but not otherwise)
himself either take such proceedings against the Company or prove in the winding-up of
the Company. The Trustee shall apply any money so received in the manner provided in
this Trust Deed.



8.04 Should the Trustee institute proceedings against the Company to enforce any
obligation under this Trust Deed or under the Bonds, proof therein that the Company
has made default in paying any principal or interest due in respect of any specified
Bond, shall (unless the contrary be proved) be sufficient evidence that the Company
has made the like default as regards all other Bonds in respect of which the relevant
payment is then due.



8.05 The Company hereby covenants with the Trustee on demand to pay all costs
charges and expenses incurred by the Trustee or which it shall
properly incur in or about the enforcement preservation or attempted preservation
of this security on a full indemnity basis.



8.06 The Company hereby agrees to indemnify the Trustee against all losses,
actions, claims, expenses, demands and liabilities whether in contract, tort or
otherwise now or hereafter incurred by it or by any manager, agent, officer or
employee for whose liability, act or omission it may be answerable for anything done
or omitted in the exercise or purported exercise of the powers herein contained or
occasioned by any breach by the Company of any of its covenants or other obligations
to the Trustee. The Company shall so indemnify the Trustee on demand and shall pay
interest on the sums demanded at the rate specified in Condition 6.03.



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8.07 In case the Trustee shall have proceeded to enforce any right under this
Trust Deed by the appointment of a receiver or otherwise, and such proceedings shall
have been discontinued or abandoned for any reason, or shall have been determined
adversely, then and in every such case, the Company, the Trustee and the Bondholders
shall be restored to their former positions and rights hereunder, and all rights,
remedies and powers of the Trustee shall continue as if no such proceedings had been
taken.



9.00 APPLICATION OF MONEY



9.01 In respect of clause 8, all amounts payable to and received by the Trustee in
respect of the Bonds by way of principal and/or interest or otherwise under any of the
provisions of this Trust Deed will be received by it on trust for application:



9.01.01 first, in payment or satisfaction of the costs, charges, expenses and liabilities
incurred by the Trustee (including any unpaid remuneration) in or about the execution
of the trusts of this Trust Deed;



9.01.02 secondly, in payment pari passu and rateably of interest outstanding owing on or in
respect of the Bonds; and



9.01.03 thirdly, as to the balance (if any) in or towards payment pari passu and rateably
of principal outstanding and owing on or in respect of the Bonds.



10.00 INVESTMENT BY THE TRUSTEE



10.01 If the amount of the money at any time applicable under clause 9.01.03 shall
be less than an amount sufficient to repay at least $1,000.00 on each Bond rateably
among the Bondholders, the Trustee may at its discretion invest such money in some or
one of the investments authorised by this Trust Deed. The Trustee shall have power
from time to time at the like discretion to vary such investments and such investments
with the income yielded by them may be accumulated, until the accumulations (together
with any other funds for the time being under the control of the Trustee and
applicable for the purpose) shall amount to a sum sufficient to repay at least
$1,000.00 on each Bond rateably among the Bondholders. Such funds and accumulations
shall then be applied as set out in clause 9.00.



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11.00 NOTICE TO BONDHOLDERS REGARDING APPLICATION OF MONEY



11.01 The Trustee shall give not less than fourteen days’ notice to the
Bondholders of the day and place fixed for any payment to them under either of clauses
9.00 and 10.00. After payment by the Trustee, the Bondholders shall be entitled to
interest on the balance only (if any) of the principal owing on the Bonds held by
them, after deducting the amount which the Trustee had paid.



12.00 PAYMENT TO BONDHOLDERS FOLLOWING AN EVENT OF DEFAULT



12.01 Payment of the principal money or interest payable by the Trustee under
clauses 9.00 and 10.00 in respect of the Bonds may be made to Bondholders in manner
provided by clause 2.02 for payment on the Bonds. Any payment so made shall be a good
discharge to the Trustee.



13.00 SURRENDER, CANCELLATION AND RE-ISSUE OF BONDS



13.01 Final payment under the Bonds or payment under the provisions of Condition
7.03 on account of the whole or any part of the principal owing on the Bonds will only
be made if the Certificates for which such payment is to be made are surrendered to
the Paying Agent by or through whom such payment is payable, who shall cause the
Certificate to be cancelled and a new Certificate re-issued for the remaining
principal amount due on the Bond and in the case of payment in full, cause such
Certificates to be cancelled in full. The Trustee may with the Company’s consent,
instruct the Paying Agent to dispense with the production of a Certificate in any
particular case, on such indemnity being given as the Trustee and the Company shall
think sufficient.



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14.00 FAILURE BY BONDHOLDER TO MAKE CLAIM AFTER DATE OF REDEMPTION



14.01 If a holder of any of the Bonds which the Company is ready to repay or
satisfy in whole or in part, fails to claim or accept the amount due to him within
thirty days after the Due Date, the Company may or (if so requested by the Trustee)
shall deposit with a bank in the name of the Trustee an amount equal to the amount due
to such Bondholder. On such deposit being made, the Bonds which the Company is ready
to repay or satisfy in whole or in part shall be deemed to have been repaid or
satisfied to that extent in accordance with the provisions of this Trust Deed. After
provision for repayment or satisfaction of the Bonds is made by such deposit of the
funds required for the purpose, the Trustee shall not be responsible for the safe
custody of such money or for interest on it. The Trustee shall be entitled to deduct
the expenses incurred by it in arranging such deposit.



15.00 MANNER OF INVESTMENT BY TRUSTEE



15.01 Any money which under this Trust Deed ought to or may be invested by the
Trustee may be invested in the name or under the control of the Trustee in any of the
investments for the time being authorised by the law
for the investment by trustees of trust
money or in any other investments whether
similar to the aforesaid or not which may
be selected by the Company and approved by
the Trustee or by placing the money on
deposit in the name or under the control
of the Trustee as the Trustee may think
fit. The Trustee may at any time or times
vary any such investments for or into
other investments and shall not be
responsible for any loss due to
depreciation in value of or otherwise
resulting from any such investments unless
such loss results from the negligence of
the Trustee.



16.00 REGISTER OF BONDS



16.01 The Register shall, in the absence of wilful default, bad faith or manifest
error, at all times be conclusive evidence of the amount of the Bonds held by each
Bondholder.



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17.00 TRUSTEE’S REMUNERATION



17.01 Until the trusts hereunder are finally wound up, the Company shall pay to
the Trustee for its services as trustee of this Trust Deed $10,000.00 per annum
annually in advance. Remuneration shall continue to be payable until the payment by
the Company in full of the principal amount of the Bonds and interest and all other
money payable under this Trust Deed and the Bonds.



17.02 If the Bonds become immediately due and repayable, and the Trustee considers
it expedient or necessary or if the Trustee is requested by the Company to undertake
duties which the Trustee and the Company agree to be of an exceptional nature or
otherwise outside the scope of the normal duties of the Trustee under this Trust Deed,
the Company shall pay to the Trustee such additional remuneration as may be agreed
between them.



17.03 Remuneration under clauses 17.01 and 17.02 shall be exclusive of any value
added tax (or analogous duty), which shall be added at the applicable rate and paid by
the Company.



17.04 The Company shall also pay or discharge all legal costs, stamp duties and
disbursement costs incurred in the preparation of the Security Documents other than
any Trinidad and Tobago stamp duty.



17.05 All reasonable costs, charges, liabilities and expenses properly incurred
and payments properly made by the Trustee in the lawful exercise of its powers under
this Trust Deed and all remuneration payable to the Trustee shall be payable by the
Company on demand. Payments required to be made and actually made by the Trustee prior
to the demand shall (if not paid within five Business Days after demand and if the
Trustee so requires) carry interest at the rate specified in Condition 6.03 from the
date of demand (and whether before or after any judgment). In all other cases,
interest shall accrue at such rate from the date thirty days after the date of demand
or (where the demand specifies that payment be made on an earlier date) from such
earlier date.



17.06 Upon the occurrence of an Event of Default, but only upon the occurrence of
an Event of Default, the Trustee shall have a first lien with right of payment prior
to payment on account of principal and interest on any Bond for the foregoing fees,
charges and expenses of the Trustee.



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18.00 COVENANTS BY THE COMPANY



18.01 The Company hereby covenants with the Trustee that so long as there are any
Outstanding Bonds it shall:-



18.01.01 give to the Trustee or any person appointed by the Trustee to whom the Company
does not reasonably object such information and evidence as it or he shall reasonably
require for the purpose of the discharge by the Trustee of the duties or discretions
vested in it under this Trust Deed or by operation of law.



18.01.02 at all times carry on and conduct its affairs in a proper and efficient manner.



18.01.03 procure the Auditors to furnish the Trustee with such opinions, certificates or
other information as the Trustee may from time to
time reasonably require in connection with any matter arising under this Trust Deed.



18.01.04 at all times keep proper books of account.



18.01.05 give notice in writing to the Trustee of the occurrence of any of the events
referred to in clause 6.00 forthwith upon it becoming aware thereof without waiting
for the Trustee to take any of the actions mentioned therein.



18.01.06 require the Paying Agent to notify the Trustee forthwith in the event that it does
not, on or before any Due Date, receive unconditionally pursuant to the Paying Agency
Agreement or this Trust Deed the full amount in Dollars of the money payable on such
Due Date.



18.01.07 in the event of the unconditional payment to the Paying Agent of any sum due in
respect of the Bonds being made after the Due Date, forthwith give notice to the
relevant Bondholders in accordance with Condition 15.00 that such payment has been
made.



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18.01.08 comply with, observe and perform all its obligations under, and use all reasonable
endeavours to procure the Paying Agent and the Registrar to comply with, observe and
perform all their obligations under the Paying Agency Agreement, and not make any
amendment or modification to any such agreement without the prior written approval of
the Trustee.



18.01.09 at all times maintain a Paying Agent or Paying Agents, in accordance with the
applicable Conditions and at all times procure there to be a Registrar.



18.01.10 on each occasion when notice is given of a partial repayment of Bonds made
pursuant to Condition 7.03 specify or procure to be specified separately in such
notice the date and amount of each repayment.



18.01.11 give not less than 60 days’ notice to the Bondholders in accordance with Condition
15.00 of the proposed resignation or removal of any Paying Agent or Registrar or the
change of any Paying Agent’s or Registrar’s specified office and give notice to the
Bondholders in accordance with Condition 15.00 of any appointment of any Paying Agent
or Registrar within 14 days thereafter PROVIDED ALWAYS that in the case of the
termination by the Company of the appointment of the Paying Agent or the Registrar it
must ensure that no such termination takes effect until a new Paying Agent or
Registrar has been appointed on terms approved by the Trustee.



18.01.12 send or procure to be sent to the Trustee not later than the date of publication a
copy of all notices given to Bondholders in accordance with Condition 15.00.



18.01.13 if it shall have given notice in accordance with the applicable Conditions of its
intention to redeem the Bonds duly proceed to redeem the Bonds accordingly.



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18.01.14 at all times execute and do all such further documents, acts and things as may be
necessary at any time or times in the reasonable opinion of the Trustee to give effect
to the provisions of this Trust Deed.



18.01.15 furnish to the Trustee within one hundred and twenty (120) days after the close of
each financial year of the Company, a duly audited balance sheet and profit and loss
account as at the end of the relevant financial year prepared in accordance with United
States generally accepted accounting principles consistently applied giving a true and
fair view of the state of the consolidated financial affairs of the Company as at the
end of the financial year and complying with the requirements of the companies
legislation for the time being in force that is applicable to the Company.



18.01.16 furnish to the Trustee, within forty-five (45) days after the close of each
quarter of the Company’s financial year, quarterly un-audited consolidated financial
statements prepared as stated in clause 18.01.15 giving a true and fair view of the
Company’s affairs during such quarterly period.



18.01.17 pay or procure the payment of all insurance proceeds in respect of the Insurance
Policies to the Insurance Proceeds Account.



18.02 So long as there are any Outstanding Bonds the Company shall, in order to
enable the Trustee to ascertain the principal amount of the Outstanding Bonds for any
of the purposes referred to in the proviso to the definition of “Outstanding Bonds”
contained in Clause 1.00 hereof, deliver to the Trustee forthwith upon being so
requested in writing by the Trustee, a certificate in writing signed by the Chairman
and Secretary on behalf of the Company setting out the total principal amount of the
Bonds which up to and including the date of such certificate have been purchased
beneficially by or for the account of the Company and cancelled.



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18.03 So long as there are any Outstanding Bonds the Company shall at all times
maintain Registrars having their specified office in the English speaking Caribbean.



18.04 Save and except for capital expenditure on current projects and on other
future projects of the Company, which have been presented to and accepted by the
Arranger as part of its due diligence exercise and disclosed to the Trustee in writing
prior to the execution of this Deed, so long as any Bonds remain outstanding, the
Company shall obtain the prior written consent of the Trustee for the capital
expenditure of any sum in excess of $2,000,000.00 per annum.



18.05 So long as any Bonds remain outstanding the Company shall maintain the
following financial ratios which shall be calculated as of the Calculation Date:



18.05.01 Debt Service Coverage Ratio (EBITDA/Interest Expenses + CPLTD) is to be equal to
or greater than 1.25:1;



18.05.02 a ratio of Long-term Debt to EBITDA for the 12 month period ending on the
Calculation Date equal to or less than 2.5:1; and



18.05.03 a ratio of Long-term Debt to Equity equal to or less than 60:40.



19.00 TRUSTEE’S POWERS



19.01 The Trustee shall have all the powers conferred on trustees by the Trustee
Law and by way of supplement thereto it is expressly declared as follows:-



19.01.01 the Trustee may in relation to this Trust Deed act on the opinion or advice of or
information obtained from the Registrar or any lawyer, valuer, surveyor, banker,
broker, auctioneer, accountant or other expert whether obtained by the Company or by
the Trustee or otherwise and shall not be responsible for any loss occasioned by so
acting. Any such opinion, advice or information may be sent or obtained by letter,
telex, facsimile, electronic mail or cablegram and the Trustee shall not be liable for
acting on any opinion, advice or information purporting to be conveyed by any such
letter, telex, facsimile or cablegram, even if it shall contain some error or shall
not be authentic;



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19.01.02 the Trustee shall not be bound to take any steps to ascertain whether any event
listed in clause 6.00 has happened and, until it shall have actual knowledge or shall
have express notice to the contrary, the Trustee shall be entitled to assume that no
such event has happened and that the Company is performing all the obligations on its
part contained in this Trust Deed;



19.01.03 save as otherwise expressly provided in this Trust Deed, the Trustee shall, as
regards all trust, powers, authorities and discretions vested in it by this Trust
Deed, have absolute discretion as to their exercise and, provided it shall not have
acted



29









 





fraudulently or negligently, it shall not be responsible for any loss,
costs, damages or expenses that may result from the exercise or
non-exercise thereof. In particular, it shall not be bound to act (whether
at the request or direction of the Bondholders or otherwise) under any of
the provisions of this Trust Deed unless the Trustee shall first be
indemnified to its satisfaction against all proceedings, claims and
demands to which the Trustee may so become liable and all costs, charges
and expenses which may be so incurred by the Trustee;



19.01.04 the Trustee shall not be responsible for having acted upon any resolution
purporting to have been passed at any meeting of the Bondholders of which minutes have
been made and signed, even though it may subsequently be found that there was some
defect in the constitution of the meeting or the passing of the resolution or that,
for any reason, the resolution was not valid or binding on the Bondholders;



19.01.05 without prejudice to the right of indemnity by law given to trustees the Trustee
and every attorney, manager, agent, delegate or other person appointed by it under



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this Trust Deed the Company must, and agrees with the Trustee, acting in this instance
for itself and as agent for every such attorney, manager, agent, delegate or other
person appointed by it as aforesaid, to indemnify each of them against all liabilities
and expenses properly incurred by it or him in the execution of the powers and trusts
of this Trust Deed or of any powers, authorities or discretions vested in it or him
pursuant to this Trust Deed, and this indemnity shall extend to all actions,
proceedings, costs, claims and demands in respect of any matter or thing done or
omitted in relation to this Trust Deed; and the Trustee may in priority to any payment
to the Bondholders retain and pay out of any money in its hands on the trusts of this
Trust Deed the amount of any such liabilities and expenses and also the
remuneration of the Trustee as provided in this Trust Deed;



19.01.06 the Trustee shall be at liberty to hold or to deposit this Trust Deed and any
deeds or documents relating to it or to the Bonds with any banker or banking company
or company whose business includes undertaking the safe custody of deeds and documents
or with any lawyer or firm of lawyers of good repute, and the Trustee shall not be
responsible for any loss incurred in connection with any such holding or deposit and
may pay all sums required to be paid on account or in respect of any such deposit;



19.01.07 the Trustee may call for and shall be at liberty to accept a certificate signed by
any director of the Company and the Company’s Secretary as sufficient evidence of any
fact or matter relating to the Company on which the Trustee may require to be
satisfied or to have information or to the effect that, in the opinion of the person
so certifying, any particular dealing, transaction, step or thing relating as
aforesaid is expedient. The Trustee shall not be bound to call for further evidence
and shall not be responsible for any loss occasioned by acting on any such
certificate;



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19.01.08 as between itself and the Bondholders, the Trustee shall have full power to
determine all questions and doubts arising in relation to any of the provisions of
this Trust Deed; and every such determination made in good faith (whether or not it
relates in whole or in part to the acts or proceedings of the Trustee under this Trust
Deed) shall be conclusive and binding on the Trustee and the Bondholders;



19.01.09 the Trustee shall not be responsible for the receipt or application by the Company
of the proceeds of the issue of any of the Bonds or for the delivery of the
Certificates to the persons entitled thereto;



19.01.10 the Trustee shall not be liable to the Company or any Bondholder by reason of
having accepted as valid or not having rejected any
Certificate purporting to be such and subsequently found to be forged or
not authentic;



19.01.11 the Trustee shall not (unless ordered so to do by a court of competent
jurisdiction or with the Company’s consent) disclose to any Bondholder or any other
person or authority any confidential financial or other information made available to
the Trustee by the Company in connection with the trusts of this Trust Deed and no
Bondholder shall be entitled to take any action to obtain from the Trustee any such
information;



19.01.12 whenever there shall be more than two trustees of this Trust Deed the majority of
such trustees shall be competent to execute and exercise all the powers, trusts,
authorities and discretions vested in the Trustee by this Trust Deed provided that a
Trust Corporation shall be included in such majority;



19.01.13 the Trustee shall be protected in acting upon any notice, request, consent,
certificate, order, affidavit, letter, telegram, electronic mail or other paper or
document which it believes to be genuine and correct and to have been signed or sent
by the proper person or persons; and any action taken by the Trustee pursuant to this



32









 





Trust Deed upon the request or authority or consent of any person who at the time of
making such request or giving such authority or consent is a Bondholder shall be
conclusive and binding upon all future Bondholders of the same Bond and upon Bonds
issued in exchange therefor or in place thereof;



19.01.14 at any and all reasonable times the Trustee, and its duly authorized agents,
attorneys, experts, engineers, accountants and representatives, shall have the right
fully to inspect all books and records of the Company pertaining to the Bonds, and to
make such copies and memoranda from and with regard thereto as may be desired;



19.01.15 no provision of this Trust Deed shall require the Trustee to expend or risk the
Trustee’s own funds or otherwise incur any financial liability in the performance of
any of the Trustee’s duties hereunder, or in the exercise of any of the Trustee’s
rights or powers, unless it is first indemnified or given security to its satisfaction
against such risk or liability.



19.02 Nothing in this clause 19.00 shall exempt the Trustee from or indemnify it
against any liability for breach of trust or any liability which by virtue of any rule
of law would otherwise attach to it in respect of any gross negligence, default,
breach of duty or breach of trust of which it may be guilty in relation to its duties
under this Trust Deed.



20.00 TRUSTEE’S POWER TO DELEGATE



20.01 Whenever it thinks fit, the Trustee upon giving seven days prior written
notice to the Company may delegate by power of attorney or otherwise, to any person or
persons or fluctuating body of persons (whether being a trustee of this Trust Deed or
not) all or any of the trusts, powers and discretions vested in it by this Trust Deed.
Delegation may be made on such terms and subject to such conditions including, (but
not limited to), power to sub-delegate and subject to such regulations as the Trustee
may think fit but the Trustee shall remain responsible to the Company and the
Bondholders for the acts or omissions of the delegate.



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21.00 APPOINTMENT OF AGENTS BY TRUSTEE



21.01 In the conduct of the trust business, instead of acting personally, the
Trustee may employ and pay an agent to transact or concur in transacting any business
and to do or concur in doing all acts required to be done by the Trustee, including
the receipt and payment of money.



22.00 TRUSTEE NOT PRECLUDED FROM ENTERING INTO CONTRACTS



22.01 The Trustee (or any director or officer of a corporation acting as trustee
of this Trust Deed) shall not be precluded from:



22.01.01 holding any office or employment with the Company or any subsidiary or any person
associated with the Company or any subsidiary; or



22.01.02 underwriting or guaranteeing the subscription of or subscribing for or otherwise
acquiring, holding or dealing with substantially the whole or any part of the Bonds
either with or without commission or other remuneration; or



22.01.03 otherwise at any time contracting or entering into or being interested in any
contract or any financial or other transaction with the Company or any subsidiary or
any person so associated with it; or



22.01.04 accepting or holding the trusteeship of any other trust deed constituting or
securing any securities issued by the Company or any subsidiary or any person so
associated or not so associated and shall not be liable to account whether to the
Company or any subsidiary or any person so associated or the Bondholders, for any fee
or profit made or customary share of brokerage or commission received by them as a
result.



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23.00 TRUSTEE’S CONSENTS



23.01 Any consent granted by the Trustee pursuant to this Trust Deed may be
granted on such terms and subject to such conditions (if any) as the Trustee may in
its absolute discretion determine and may be given retrospectively and shall be given
or refused as the case may be with reasonable promptness. Any breach of or failure to
comply with any of such terms and conditions by the Company shall constitute a breach
of this Trust Deed.



23.02 All such consents shall be given by the Trustee in writing under the hand of
a Manager or Assistant Manager of the Trustee.



24.00 MODIFICATION OF TRUST DEED



24.01 At any time and without the consent or sanction of the Bondholders, the
Trustee may concur with the Company in making any modification to this Trust Deed
which, (a) in the opinion of the Trustee, will not be materially prejudicial to the
interests of the Bondholders; or (b) which is to correct a manifest error; in which
case the Company shall promptly take all such reasonable steps as the Trustee may
require to achieve such modification.



24.02 Any modification to this Trust Deed pursuant to clause 24.01 or Condition
11.00 shall, unless the Trustee otherwise agrees, as soon as practicable thereafter be
notified to the Bondholders in accordance with Condition 15.00 and shall be binding
upon them.



25.00 WAIVER BY TRUSTEE



25.01 The Trustee may, whenever it thinks fit, unless otherwise previously
directed by an Extraordinary Resolution, and on such terms and subject to such
conditions as to it shall seem fit:



25.01.01 authorise or waive any proposed breach or any breach by the Company of any of the
terms of this Trust Deed or the Conditions other than those which prescribe the
amounts in which and the times at which payments are to be made by the Company
thereunder without prejudice to the rights of the Trustee in respect of any subsequent
breach of any such terms; and



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25.01.02 determine that any event which constitutes (or which, with the giving of notice
and/or the lapse of time or any other matter would constitute) an event on the
happening of which the Bonds shall have or may become immediately due and repayable
shall not be treated as such for the purposes of this Trust Deed, without prejudice to
the rights of the Trustee in respect of any subsequent such event.



26.00 APPOINTMENT OF NEW TRUSTEE



26.01 The statutory power to appoint new trustees of this Trust Deed shall be
vested in the Company, but no trustee shall be appointed who shall
not previously have been approved by an
Extraordinary Resolution. A Trust Corporation
may be appointed as sole trustee of this Trust
Deed. If there shall be more than one trustee
of this Trust Deed one trustee must be a trust
corporation.



27.00 RETIREMENT BY TRUSTEE



27.01 A trustee may retire at any time, on giving to the Company not less than
three months’ written notice, without assigning any reason and without being
responsible for any costs occasioned by such retirement. The Company undertakes to use
its best endeavours, if the only trustee of this Trust Deed being a Trust Corporation,
gives notice under this clause or is removed from office, to procure that a new
trustee (being a Trust Corporation) of this Trust Deed be appointed in accordance with
clause 26.00. The retirement or removal of a sole trustee shall not become effective
until a successor trustee (being a Trust Corporation) is appointed in accordance with
clause 26.00;



27.02 Any corporation or association into which the Trustee may be converted or
merged, or with which the Trustee may be consolidated, or to which the Trustee may
sell or transfer the Trustee’s trust business and assets as a whole or substantially
as a whole, or any corporation or association resulting from any such conversion,
sale, merger, consolidation or transfer to which the Trustee is a party, shall be and



36









 





become successor trustee hereunder and vested with all of the trusts, powers,
discretions, immunities, privileges and other matters as was the Trustee’s
predecessor, without the execution or filing of any instrument or any further act,
deed or conveyance on the part of any of the parties hereto anything herein to the
contrary notwithstanding.



27.03 Every successor trustee appointed hereunder shall execute, acknowledge and
deliver to the Trustee or the Trustee’s predecessor and also to the Company an
instrument in writing accepting such appointment hereunder and thereupon such
successor, without any further act, deed or
conveyance, shall become fully vested with all the estates, properties, rights,
powers, trusts, duties and obligations of the Trustee’s predecessor.



28.00 COMPANY’S WARRANTY AND PERFORMANCE COVENANT AND CONDITIONS PRECEDENT



28.01 Except as stated in the Disclosure Letter, the Company hereby represents and
warrants:



28.01.01 that it has the necessary corporate power and authority to issue the Bonds
on the terms and conditions set out herein and to perform and observe its
obligations hereunder.



28.01.02 except for cases in which the necessary consents have been obtained prior
to the date of this Trust Deed there is no law, decree or similar enactment
binding on the Company and no provision in any corporate document, mortgage,
indenture, trust, deed, contract or agreement binding on the Company or
affecting its property which would conflict with or prevent the Company from
issuing the Bonds on the terms and conditions set out herein, or which would
prevent the Company from observing any of its obligations hereunder.



28.01.03 there are no legal or other proceedings pending or threatened before any
tribunal, commission or other regulatory authority and involving the Company.



37









 





28.01.04 the Company is not in breach of any of the limits or restrictions or
obligations imposed by any other agreement or instrument.



28.01.05 there has been no material adverse change in the financial condition of
the Company since
the            day of      2006.



28.01.06 the Company is a company with limited liability duly incorporated and
validly existing under the laws of Cayman Islands with its own legal
personality and with power to own its assets and carry on business as now
conducted;



28.01.07 the Company has taken all necessary action to authorise the issue of the
Bonds and the execution and delivery of this
Trust Deed, and this Trust Deed constitutes the Company’s legal,
valid and binding obligations enforceable against the Company in
accordance with its terms, except as such enforcement may be limited
by general equitable principles or by any relevant bankruptcy,
insolvency, administration or similar laws affecting creditors’
rights generally;



28.01.08 the entry into and performance by the Company of its obligations under
this Trust Deed does not and will not violate in any material respect any law
or regulation of any governmental or official authority or body, or the
constitutional documents of the Company, or any agreement, contract or other
undertaking to which the Company is a party or which is binding on the Company
or any of its assets;



28.01.09 all consents, licences, approvals and authorisations on the part of the
Company required in connection with the entry into, performance, validity and
enforceability of this Trust Deed necessary for the Company’s business have
been obtained and are in full force and effect to the extent that they are
still relevant and required by applicable law or by any of the Security
Documents;



38









 





28.01.10 no action, suit, proceeding, litigation or dispute against the Company is
currently taking place or pending or, to the Company’s knowledge, threatened
nor is there subsisting any judgment or award given against the Company before
any court, board of arbitration or other body;



28.01.11 no Event of Default or potential Event of Default has occurred and is
continuing or will result from the issuing of the Bonds; and no other event
has occurred and is continuing, which constitutes (or with the giving of
notice, lapse of time, and/or other applicable condition, would constitute) a
default under any document which is binding on the Company;



28.01.12 the Company’s audited accounts and consolidated financial statements to
31st December 2005 which have been prepared in accordance with
United States generally accepted accounting principles consistently applied,
are true and accurate in every respect and represent a true and fair view of
the consolidated financial position of the Company at the date of such
accounts and financial statements and the results of its operations for the
year ended on the date to which such accounts and consolidated financial
statements were prepared and no significant liabilities (contingent or
otherwise) exist which have not been fully disclosed or reserved against in
such accounts and consolidated financial statements and that there has been no
material adverse change in its financial condition from that set forth in such
accounts and consolidated financial statements;



28.01.13 the Company did not knowingly omit to supply to the Trustee or the
Arranger, prior to the execution of this Trust Deed, any information which, if
disclosed, might adversely affect in either the Trustee’s or the Arranger’s
reasonable opinion the decision of a person considering whether to enter into
this Trust Deed, and nothing has occurred since the date on which any such
other material was supplied to the Trustee or the Arranger which renders the
information contained or any such other material supplied untrue or misleading
in any respect and which, if disclosed, might materially adversely affect the
decision of a person considering whether to enter into this Trust Deed.



39









 





28.02 The representations and warranties of the Company set out in clause 28.01
shall survive the execution of this Trust Deed.



28.03 The Company hereby covenants with the Trustee that it will duly perform and
observe the obligations imposed on it by this Trust Deed and the Conditions.



28.04 The following Conditions Precedent must be fulfilled to the satisfaction of
the Arranger prior to the disbursement of the principal amount of the Bonds:



28.04.01 The Insurance Policies are in full force and effect and the interest of
the Trustee has been noted thereon as first loss payee;



28.04.02 Historical consolidated financial statements of the Company for each of
the years in the five year period ended 31st December 2005 have
been delivered to the Trustee prior to the Closing Date;



28.04.03 A legal opinion issued by the Company’s Counsel approved by the Arranger
and the Trustee that confirms inter alia that the Security Documents do not
violate in any material respect any law or regulation of any governmental or
regulatory authority in Cayman Islands is delivered to the Trustee;



28.04.04 The Company shall consent to the Arranger having the right to offer
participation in the security to other investors in a form and substance
acceptable solely to the Arranger;



28.04.05 Receipt by the Trustee of copies of up to date Regulatory Approvals;



28.04.06 There has not been any material adverse change in the financial,
political, regulatory, economic or other conditions in the countries of
operation of the Company, including but not limited to the Cayman Islands,
the Bahamas and Barbados, that could, in the reasonable opinion of the
Arranger affect the successful offer and sale of the Bonds as at the Closing
Date;



40









 





28.04.07 There having been no occurrence of any material changes in the financial
condition or prospects of the Company between 31st December 2005 and
the Closing Date, that may be expected, in the reasonable opinion of the
Arranger, to have an adverse impact on the capacity of the Company to meet its
repayment obligations in respect of the Bonds;



29.00 DEEMED INCLUSION OF CONDITIONS



29.01 The Conditions to be endorsed on the Certificates set out in the First
Schedule and the provisions and descriptions in the Second Schedule shall have effect
as if such Conditions descriptions and provisions were set out in full in this Trust
Deed.



30.00 TRUSTEE MAY ASSUME COMPLIANCE BY THE COMPANY



30.01 Except as expressly provided in this Trust Deed, the Trustee shall be and is
authorised to assume without enquiry, in the absence of actual knowledge by, or an
express notice to it, to the contrary, that the Company is duly performing and
observing all the terms of this Trust Deed to be performed and observed by the
Company.



30.02 Notwithstanding knowledge by, or notice to the Trustee of any breach of any
such term it shall be in the discretion of the Trustee whether to take any action or
proceedings or to enforce performance until in any such case the Trustee is required
to do so by an Extraordinary Resolution or a request in writing by the holders of not
less than one-quarter of the principal amount of the Outstanding Bonds and then only
if the Trustee shall be indemnified to its satisfaction against all actions,
proceedings and claims to which it may render itself liable and all costs, charges,
damages and expenses which it may incur by so doing.



31.00 AUDITOR’S CERTIFICATES



31.01 The Trustee may accept without further enquiry a certificate given by the
Auditor under clause 18.01.03 that, at any particular time or throughout any specified
period, all or any of the covenants or provisions of clause 5.00 have been duly complied with as conclusive evidence of such compliance.




41









 






32.00 TRANSFER OF BONDS



32.01 The Company will recognise the registered holder of any Bond as the absolute
owner and shall not be bound to take notice of, recognise or comply with any trust,
whether express, implied or constructive to which any Bond may be subject. The receipt
of the Bondholders or in the case of joint Bondholders the receipt of any of them, for
the interest from time to time accruing in respect of it or for any other money
payable on the Bond shall be a good discharge to the Company, notwithstanding any
notice it may have, whether express or otherwise, of the right, title, interest or
claim of any other person to or in such Bond, interest or money. No notice of any
trust, express, implied or constructive shall be entered on the Register in respect of
any Bond.



32.02 Every Bondholder will be recognised by the Company as entitled to his Bond
free from any equity, set-off or counter-claim on the part of the Company against the
original or any intermediate holder of the Bond.



32.03 Except for the Bond issued for less than $10,000.00, the Bonds may only be
transferred in multiples of $10,000.00 nominal value as the case may be, by instrument
in writing in the usual common form or such other form as the Trustee may approve.



32.04 Every instrument of transfer must be signed by the transferor (or where the
transferor is a corporation, given under its common seal, if it has one) and the
transferor shall be deemed to remain the owner of the Bond to be transferred until the
name of the transferee is entered in the Register in respect of that Bond.



32.05 Every instrument of transfer must be left for registration at the place
where the Register shall for the time being be kept, accompanied by the Certificate
for the Bond to be transferred and such other evidence as the Registrar may reasonably
require to prove the title of the transferor or his



42









 





right to transfer the Bond and, if the instrument is executed by some other person
on his behalf, the authority of the person to do so.



32.06 All instruments of transfer which shall be registered will be retained by
the Registrar.



32.07 Any person becoming entitled to Bonds in consequence of bankruptcy of the
holder of such Bonds may, on producing such evidence of his title as the Trustee shall
think sufficient, be registered himself as the holder of such Bonds, or subject to the
preceding provisions relating to the transfer may transfer such Bonds. The Trustee may
retain the interest payable upon any Bond which any person under this paragraph is
entitled to transfer until such person shall either be so registered or shall duly
transfer the Bond. In the meantime the Trustee shall deposit such interest with a
commercial bank in the name of the Trustee but shall not be responsible for the safe
custody of such money or for interest thereon and the Trustee shall be entitled to
deduct the expenses incurred by it in arranging such deposit.



33.00 CANCELLATION OF BONDS



33.01 All Bonds repaid by the Company and all Bonds purchased beneficially by or
for the account of the Company and all Bonds surrendered for replacement or replaced
by the Company in accordance with Condition 12 shall be cancelled forthwith by or on
behalf of the Company and the Company shall procure that a certificate stating:



(a) the amounts paid in respect of such Bonds so repaid,
purchased and so cancelled; and



(b) the serial numbers of the Certificates relating to such
Bonds; and



(c) the serial numbers of the Certificates relating to the Bonds
so surrendered and replaced;



shall be given to the Trustee by the Company or the
Paying Agent as soon as reasonably possible after the
date of such repayment, replacement or purchase, (as
the case may be) and in any event not more than
fourteen days thereafter. Such certificate may be
accepted by the Trustee as
conclusive evidence of repayment or replacement or such purchase and
cancellation pro tanto of the Bonds.



43









 





34.00 FURTHER ASSURANCE



34.01 The Company shall at any time if and when required by the Trustee execute
such further instruments as are required from time to time to perfect the Trustee’s
security over all or any of the Charged Property to secure all money obligations and
liabilities hereby covenanted to be paid or otherwise hereby secured or to facilitate
the realisation of the Security Documents or the exercise of the powers conferred on
the Trustee such further instruments to be prepared by or on behalf of the Trustee at
the cost of the Company and to include such provisions for the benefit of the Trustee
as the Trustee may reasonably require.



35.00 POWER OF ATTORNEY



35.01 The Company by way of security hereby irrevocably appoints the Trustee and
the persons deriving title under it severally to be its Attorney in its name and on
its behalf and as its act and deed or otherwise to execute and complete any documents
which the Trustee may require for perfecting its title to or for vesting the Charged
Property in the Trustee or its nominees or in any purchaser or to otherwise deal with
the Charged Property in accordance with this Trust Deed and otherwise generally to
sign seal deliver and otherwise perfect any such instrument referred to in clause
34.00 and all such deeds and documents and to do all such acts and things as may be
required for the full exercise of the powers hereby conferred including any sale lease
disposition realisation or getting in of the Charged Property or any part thereof in
connection with any other exercise of any power hereunder and this appointment shall
operate as a power of attorney made under the laws of the Cayman Islands to the extent
permissible under such laws. The Company hereby covenants with the Trustee to ratify
and confirm any deed document act and thing and all transactions which any such
attorney may lawfully execute or do.



44









 





36.00 MISCELLANEOUS



36.01 No failure or delay by the Trustee in exercising any right or remedy shall
operate as a waiver thereof nor shall any single or any partial exercise or waiver of
any right or remedy preclude its further exercise or the exercise of any other right
or remedy.



36.02 Each of the provisions of this Trust Deed is severable and distinct from the
others and if at any time one or more of such provisions is or becomes invalid illegal
or unenforceable the validity legality and enforceability of the remaining provisions
hereof shall not in any way be affected or impaired thereby.



36.03 This Trust Deed shall be enforceable notwithstanding any change in the
constitution of the Trustee or its absorption in or amalgamation with or the
acquisition of all or part of its undertaking by any other person.



36.04 Any liability or power which may be exercised or any determination which may
be made hereunder by the Trustee may be exercised or made in its absolute and
unfettered discretion and it shall not be obliged to give reasons therefor.



36.05 The Company hereby certifies that neither the execution of this Trust Deed
nor the creation of any charge or security herein mentioned contravenes any of the
provisions of the Memorandum or Articles of Association of the Company or any of its
subsidiaries or any agreement binding on any of them.



36.06 This Trust Deed may be simultaneously executed in several counterparts, each
of which shall be an original and all of such shall constitute but one and the same
instrument.



36.07 Any amendment of any provision of this Trust Deed shall be in writing and
signed by the parties.



36.08 This Trust Deed contains the entire agreement of the parties with respect to
the subject matter hereof and supersedes all other prior agreements and undertakings,
both written and oral, between the parties with respect to the subject matter hereof.



45









 





36.09 Except as otherwise provided herein, this Trust Deed and all of the terms
and provisions hereof shall be binding upon and inure to the benefit of the parties
and their respective heirs, executors, administrators, successors, trustees and legal
representatives.



36.10 The Company confirms to the Trustee for the benefit of itself and the
Arranger that neither the Trustee nor the Arranger have acted as financial adviser to
the Company and that the Company should not and has not relied on the Arranger’s or
the Trustee’s advice to enter into the transaction including the issue of the Bonds.
The Company hereby covenants to hold the Trustee and the Arranger blameless and
without liability for any loss or expenses that may result at any time as a result of
the issue of the Bonds.



36.11 The Trustee and the Company hereby agree and confirm that the Arranger may
act as paying agent, registrar or underwriter of the Bonds and as registrar and paying
agent of any securitised instruments derived from the Bonds and the Company may not
claim any conflict of interest arising from the Arranger action in any of the above
mentioned capacities.



36.12 The Bonds shall only be offered to Permitted Investors



36.13 No Bondholder may distribute or offer to sell any Bonds if such distribution
or offer for sale will result in the purchaser of the Bonds not being a Permitted
Investor.



37.00 NOTICES



37.01 Except as otherwise provided for in this Trust Deed, all notices or other
communications under or in respect of this Trust Deed to any party to this Trust Deed
shall be in writing. A written notice shall include a notice by facsimile.



37.02 All notices or other communications under or in respect of this Trust Deed
must be given by delivery, by facsimile or by registered post and will be deemed to be
duly given or made when delivered, in the case of personal delivery, or four business
days after the date of posting by registered post,



46









 





or when despatched in the case of facsimile, (save that in the case of any notice
or communication sent by facsimile that notice or communication will not be deemed
to be given or made if the addressee has promptly notified the party dispatching
the notice or communication that it has not received a legible copy of the notice
or communication). All such notices or other communications must be sent to either
party addressed to it at the address stated below (or at such other address as such
party may specify for such purpose to the other by notice in writing):




	 	 	 
	37.02.01 in the case of the Company:

	 	Consolidated Water Co. Ltd.

P.O. Box 1114 GT

Regatta Office Park

Windward Three, 4th Floor

West Bay Road

Grand Cayman, Cayman Islands

Attention: Frederick McTaggart

Facsimile No: 345-949-2957

	 
	 	 
	And a copy to:

	 	Myers & Alberga, Attorneys-at-Law

P.O. Box 472 GT

Harbour Place

103 South Church Street

Grand Cayman, Cayman Islands

Attention: Bryan L. Ashenheim Esq.

Facsimile No. 345-949-8171

	 
	37.02.02 in the case of the Trustee:

	 	Dextra Bank & Trust Co. Ltd.

P.O. Box 2004 GT

Sagicor House,

198 North Church Street,

George Town, Grand Cayman,

Cayman Islands

Attention: Mr. S. Alexander Wood

Facsimile No: 345-949-2795






37.03 A notice or other communication received on a non-Business Day or after 4.00
p.m. in the place of receipt shall be deemed to be served on the next following Business
Day in such place.



47









 





38.00 GOVERNING LAW



38.01 The Trust Deed and the Bonds are governed by and shall be construed in
accordance with the laws of the Cayman Islands.



39.00 SUBMISSION TO JURISDICTION



39.01 The courts of the Cayman Islands shall have non-exclusive jurisdiction in
connection with any legal action, suit or proceeding arising out of or relating to
this Trust Deed.



40.00 WAIVER OF OBJECTION



40.01 The Company waives any objection on the ground of inconvenient forum to any
proceedings which relate to this Trust Deed and the Bonds being brought in the courts
of the Cayman Islands.



41.00 SERVICE OF PROCESS



41.01 The Company agrees that any process or other document connected with
proceedings in the Cayman Islands’ courts which relate to this Trust Deed and the
Bonds shall be treated for all purposes as having been duly served on the Company if
it is delivered at its registered office for the time being.



48









 





IN WITNESS WHEREOF the Seal of the Company was hereunto affixed the day and year first
hereinabove written and the Common Seal of the Trustee was hereunto affixed the
      day of August, 2006.



	 	 	 	 	 	 	 
	The Common Seal of
	 	 	 	 	 	 
	CONSOLIDATED

	 	 	)	 	 	 
	WATER CO. LTD.

	 	 	)	 	 	 
	was hereunto affixed by

	 	 	)	 	 	 
	Frederick W. McTaggart

	 	 	)	 	 	 
	and Gerrard Pereira

	 	 	)	 	 	 
	Directors of the Company by order and

	 	 	)	 	 	 
	authority of the Board of Directors and in

	 	 	)	 	 	 
	conformity with its Articles of Association

	 	 	)	 	 	 
	and signed by them in the presence of:

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	Notary Public
	 	 	 	 	 	 
	 
	The Common Seal of DEXTRA BANK &

	 	 	)	 	 	 
	TRUST CO. LTD. was hereunto affixed by

	 	 	)	 	 	 
	Alex Wood 

	 	 	)	 	 	 
	and Alitsia Finlayson

	 	 	)	 	 	 
	Directors of the Company by order and

	 	 	)	 	 	 
	authority of the Board of Directors and in

	 	 	)	 	 	 
	conformity with its by laws and signed by

	 	 	)	 	 	 
	them in the presence of:

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	Notary Public
	 	 	 	 	 	 






49









 






THE FIRST SCHEDULE PART A

FORM OF SECURED FIXED RATE BOND CERTIFICATE




Certificate
No. __________

Nominal Amount of Bonds $ ___________



CONSOLIDATED WATER CO. LTD.

(A company incorporated under the laws of the Cayman Islands)




Secured Fixed Rate Bonds 2006 — 2016




THIS IS
TO CERTIFY that ................. is/are the registered holder(s) of the above mentioned Secured Fixed
Rate Bonds in the principal amount of $........... which are constituted and secured by a Trust Deed dated
the            day of 2006 (the “Trust Deed”) and made between CONSOLIDATED WATER CO.
LTD. (the “Company”) of the One Part and DEXTRA BANK & TRUST CO. LTD. of the Other Part as Trustee
for the Bondholders. The Bonds are issued with the benefit of and subject to the provisions
contained in the Trust Deed and the Conditions endorsed hereon.



Principal and interest are payable on the Bonds represented by this Certificate in accordance with
the Conditions endorsed hereon.



IN WITNESS WHEREOF the Seal of the Company was affixed in accordance with a Resolution of the
Company and in conformity with the Articles of Association of the Company and has been signed on
behalf of the Company by the Director and the Secretary thereof.



DATED
this..................day of......2006




	 	 	 	 	 
	 	..................................

DIRECTOR





..........................................

SECRETARY

 	 
	 	 	 
	 	 	 
	 	 	 
	 




Countersigned for the purpose of authentication only:



..................................

as Paying Agent



Registered...................



Dated..........................



NOTE: This Certificate must be surrendered before any transfer of the whole or any portion of the
Bond to which it relates can be registered or a new Certificate issued in exchange. No
fraction of $10,000.00 of Bonds can be transferred.



50









 





THE FIRST SCHEDULE PART B

TERMS AND CONDITIONS OF THE BONDS

(being part of the First Schedule above referred to)




A. The Secured Fixed Rate Bonds 2006-2016 (the “Bonds”) of CONSOLIDATED WATER CO. LTD. (the
“Company”) are issued in one maturity 2016 and are in registered transferable form without interest
coupons attached.



B. The Bonds are constituted by a Trust Deed (the “Trust Deed”) between the Company and DEXTRA BANK
& TRUST CO. LTD. (the “Trustee”) as trustee for the holders of the Bonds (the “Bondholders”).



C. SCOTIATRUST AND MERCHANT BANK TRINIDAD AND TOBAGO LIMITED is the Paying Agent (the “Paying
Agent”) and Registrar (the “Registrar”) for the Bonds. Copies of the following documents are
available for inspection at the office of operations for the time being of the Trustee (being at
the date hereof Sagicor House, 198 North Church Street, George Town Grand Cayman) namely:-



(i) The Trust Deed;



(ii) The Paying Agency Agreement;



(iii) Subscription Agreement



D. The statements set out in these Conditions include summaries of, and are subject to, the
provisions of the Trust Deed. The Bondholders are entitled to the benefit of, and are deemed to
have notice of all the provisions of the Trust Deed, the Paying Agency Agreement and the Bonds, all
of which are binding on them.




1.00 DEFINITIONS



1.01 In these Conditions expressions defined in the Trust Deed shall have the same
meaning whenever they appear herein.



1.01.02 “Business Day” means a day on which Commercial Banks are open for all
banking business in the Cayman Islands.



1.01.03 “Event of Default” means any event of default referred to in clause 6.00 of
the Trust Deed.



1.01.04 “Payment Date” in respect of the Bonds means the same day of the month as
the Closing Date in the third month



51









 





thereafter and thereafter the same days of each succeeding third
month in each and every year until maturity or repayment,
whichever comes first. If a Payment Date falls on a day which is
not a Business Day (as defined above) it shall be the preceding
day which is a Business Day.



1.01.05 “Payment Period” means in respect of the Bonds the period from
the Closing Date to the first Payment Date and thereafter from the day after a
Payment Date until the next Payment Date representing 40 quarterly payments
until the Bonds are fully repaid



2.00 TITLE AND DENOMINATION



2.01 Title to the Bonds will pass upon registration of a proper instrument of
transfer accompanied by the relative Certificate delivered to the Registrar. The
Company, the Trustee, the Paying Agent and the Registrar may treat the registered
Bondholder(s) of any Bond as the absolute owner thereof (whether or not such Bond
shall be overdue and notwithstanding any notice of ownership or writing on the
Certificate thereof or any notice of previous loss or theft or of trust or other
interest therein) and the Register of Bondholders shall (in the absence of fraud,
wilful default, bad faith and manifest error) at all times be conclusive evidence of
the amount of Bonds held by each Bondholder for the purpose of making payment and for
all other purposes.



2.02 All except one of the Bonds, which are serially numbered, are issued in the
denominations of $10,000.00 or integral multiples thereof without interest coupons.
One Bond will be issued in the denomination of $1,997.16.



3.00 STATUS



3.01 The Bonds are direct unconditional and secured obligations of the Company and
will rank pari passu without any preference among themselves.



55









 





4.00
CURRENCY INDEMNITY AND TAXES INDEMNIFICATION



4.01 If under any applicable law or regulations or pursuant to a judgment or order
made or registered against the Company or without limitation for any other reason any
payment under or in connection with the Bonds is made or forced to be satisfied in a
currency other than US Dollars then to the extent that the amount of such payment
actually received by the Bondholders (“the payment currency”) when converted on the
date of payment at the rate of exchange falls short of the amount payable under the
Bonds the Company as a separate and independent obligation shall pay as an additional
payment such shortfall. For the purpose of this Clause “rate of exchange” means the
rate at which US Dollars may be lawfully purchased on the date of such payment with
the payment currency and shall take into account any premium and other costs of
exchange with respect to such transaction and the Company shall be liable for any
premium and other cost of exchange including any Taxes incurred by reason of any such
exchange.



4.02 All payments to be made by the Company shall be made free and clear of and
without deduction for or on account of Taxes in the Cayman Islands unless the Company
is required by the laws of the Cayman Islands to make such a payment subject to the
deduction or withholding of Taxes, in which case the amount payable by the Company in
respect of which such deduction or withholding is required to be made shall be
increased to the extent necessary to ensure that, after the making of such deduction
or withholding, the Paying Agent receives (free from any liability in respect of any
such deduction or withholding) a net amount equal to the sum which it would have
received had no such deduction or withholding been made or required to be made;



4.03 If at any time the Company is required by Cayman Islands law to make any
deduction or withholding from any sum payable by it under this Bond (or if
subsequently there is any change in the rates at which or the manner in which such
deductions or withholdings are calculated), it shall promptly notify the Trustee upon
becoming aware of the same.



53









 





4.04 If the Company is required by Cayman Islands law to make any deduction or
withholding from any payment hereunder, it shall pay the full amount required to be
deducted or withheld to the relevant taxation or other authority within the time
allowed for such payment under applicable law and shall deliver to the Trustee within
30 days after it has made such payment to the applicable authority an original
official receipt issued by such authority and any other appropriate evidence of the
payment to such authority of all amounts so required to be deducted or withheld;



4.05 The Company shall indemnify and hold harmless the Trustee against, and
reimburse it on demand, the amount of any Taxes so deducted withheld or accounted for
and paid by the Company whether or not such Taxes were correctly or legally assessed
or demanded.



5.00 SECURITY



5.01 The due payment of the principal and interest in respect of the Bonds (and
all money payable by the Company under the Trust Deed) is secured in manner set out in
clause 7.00 of the Trust Deed.



6.00 INTEREST



6.01 Accrual of Interest



6.01.01 The Bonds will bear interest from and including the Closing Date. Interest
in respect of each Bond will accrue from day to day on the basis of a 360 day
year of twelve 30 day months and will cease to accrue on the amount of
principal repaid on a Due Date unless, the amortised payment then due is
improperly withheld or refused.



6.02 Payment Dates and Payment Periods



6.02.01 Interest and principal in respect of the Bonds are payable by equal amortised
payments in arrears on each Payment Date.



6.03 Rate of Interest



6.03.01 The Rate of Interest in respect of the Fixed Rate Bonds 2006-2016 is 5.95% per
annum.



6.04 Default Interest



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6.04.01 A default interest rate of two and a half percent (2.5%) per annum above the Rate
of Interest is payable on the principal portion of any Payment that is not paid by the
Company on its Due Date calculated from the Due Date to the date of actual payment.



6.05 Notification of Payment Date



6.05.01 The Paying Agent shall cause notice of each Payment Date, to be given to the
Company and the Trustee as soon as practicable after their determination but in no
event later than the fourth Business Day after the end of the preceding Payment
Period.



6.05.02 The Payment Date so notified may subsequently be amended in the case of manifest
error.



6.05.03 The Paying Agent shall provide to all Bondholders upon request notification of the
Payment Date in respect of each Payment Period but shall not be required to give
notice thereof in manner provided in Condition 15.00.



6.06 Notification etc to be final.



6.06.01 All notifications, opinions, determinations, certificates, calculations, quotations
and decisions given, expressed, made or obtained for the purposes of this Condition
6.00, shall (in the absence of wilful default, bad faith or manifest error) be binding
on the Company, the Trustee the Paying Agent and all Bondholders and (in the absence
aforesaid) no liability to the Bondholders shall attach to the Paying Agent or the
Trustee in connection with the exercise or non-exercise by them of their powers,
duties and discretions under this Condition 6.00.



6.07 Interest ceasing to accrue



6.07.01 Interest on any Bond becoming liable to redemption shall cease to accrue
immediately after the Due Date for redemption of such Bond unless on the Bondholder
demanding on or after the date and at the place fixed for redemption of such Bond
payment of the



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redemption money payable on that Bond and tendering the Certificate for
that Bond and a receipt for or form of authority as to payment of the
redemption money, duly signed and authenticated in such manner as the
Paying Agent may reasonably require, payment of the redemption money shall
be refused.



6.07.02 The interest portion of any amortised payment in respect of the Bonds not paid on a
Payment Date, together with any other interest in respect thereof not paid on any
other Payment Date, shall so long as the same remains unpaid, constitute “Arrears of
Interest”.



6.07.03 Arrears of Interest may at the option of the Company be paid in whole or (subject
as provided in the Trust Deed) in part at any time upon the expiration of not less
than seven (7) days’ notice to such effect given to the Trustee and to the Bondholders
in accordance with Condition 15.00 below, but all Arrears of Interest in respect of
all Bonds for the time being outstanding (as defined in the Trust Deed) shall become
due in full on the next Payment Date or on the maturity of the Bonds whichever is the
earlier. The provisions of this Condition 6.07.03 is without prejudice to the right of
the Trustee to enforce the provisions of the Trust Deed and the Security Documents in
accordance with Clause 8 of the Trust Deed.



6.07.04 If notice is given by the Company of its intention to pay the whole or any part of
Arrears of Interest, the Company shall be obliged to do so upon the expiration of such
notice. Arrears of Interest shall not themselves bear interest. Where Arrears of
Interest are paid in part, each part payment shall be in respect of the full amount of
the Arrears of Interest accrued due to the Payment Date or consecutive Payment Date
furthest from the date of payment.



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7.00 REPAYMENT PURCHASE AND CANCELLATION



7.01 Unless previously redeemed pursuant to these conditions or purchased and
cancelled, the Company will redeem the Bonds by forty (40) equal quarterly amortised
payments of $526,009.97 the first of which quarterly payments shall be made on the
same day of the month as the Closing Date in the third month thereafter.



7.02 If a Payment Date falls on a date which is not a Business Day it shall
occur on the preceding day which is a Business Day.



7.03 The Company may on any Payment Date occurring on or after the third
anniversary of the Closing Date repay all and not part only of the principal amount
then owing under the Bonds as specified in the notice at par on the following
conditions:-



7.03.01 that the Company shall give to the Trustee, the Paying Agent and the Bondholders
forty-five (45) days prior written notice in accordance with Condition 15.00 of the
Company’s intention to repay the balance of the principal amount then owing under the
Bonds.



7.03.02 that that notice shall expire on the next succeeding Payment Date.



7.03.03 that where the Company gives notice in accordance with paragraphs 7.03.01 and
7.03.02 of this Condition 7.03 of repayment, then upon expiration of the notice, the
Company shall pay to the Paying Agent the principal amount stated in the notice and
shall also pay to the Paying Agent interest accrued due up to the date of repayment
and all Arrears of Interest together with a call premium, equal to 1.5% of the
prepayment amount.



7.04 The Company may at any time purchase beneficially or procure others to
purchase beneficially for its account Bonds by tender or by private treaty.



7.05 Payment of principal under this clause will only be made against presentation
and surrender of the Bond Certificate at the Specified Office of the Paying Agent but
the Trustee with the Company’s consent may dispense with the production of a
Certificate in any particular case on such indemnity being given as the Trustee and
the Company shall think fit.



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7.06 All bonds which are redeemed or purchased by or on behalf of the Company will
forthwith be cancelled and, accordingly, may not be re-issued or re-sold.



8.00 METHOD OF PAYMENT



8.01 Cheques for payments under the Bonds will be mailed to Bondholders at the
address appearing in the register of Bondholders, or the said sums may be transferred
by wire to an account as advised by the Bondholder to the Paying Agent.



8.02 All payments in respect of the Bonds will be subject to any applicable fiscal
and other laws.



8.03 On payment under any of the provisions of clauses 9.00 and 10.00 of the Trust
Deed the Paying Agent shall cause the Certificate to be cancelled and a new
Certificate to be issued for the remaining principal amount due on the Bond if any and
in the case of payment in full shall cause such Certificate to be cancelled in full.



9.00 TERMINATION AND APPOINTMENT OF NEW PAYING AGENT(S)



9.01 The Company may, with the prior approval of the Trustee and in accordance
with the Paying Agency Agreement vary or terminate the appointment of the Paying Agent
and/or appoint additional Paying Agent(s) and/or approve any change in the Specified
Office of any Paying Agent, provided that so long as any of the Bonds remain
outstanding the Company will maintain a Paying Agent with a Specified Office in
Trinidad and Tobago or Cayman Islands.



9.02 In the event of any such variation, termination, appointment or change in
Specified Office, notice thereof will be given by the Company to the Bondholders in
accordance with Condition 15.00.



10.00 DEFAULT



10.01 The Bonds shall become immediately due and payable together with accrued
interest, if any Event of Default occurs and either (a) the Trustee
so determines or (b) the Trustee is requested in writing by Bondholders together
holding at least one-quarter in principal amount of the Bonds outstanding or is
requested by an Extraordinary Resolution to demand repayment.



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10.02 At any time after the Bonds shall have become immediately due and repayable,
the Trustee (to the exclusion of the Bondholders) may without notice to the Company,
at its discretion, and shall, on the request in writing of the Bondholders holding not
less than at least one-quarter of the principal amount of the Outstanding Bonds or, if
so requested by Extraordinary Resolution (but, in either case, subject to the Trustee
being indemnified to its satisfaction against all proceedings, claims and demands to
which the Trustee may be liable and all costs, charges and expenses which may be
incurred by the Trustee in connection therewith), take such proceedings against the
Company as it may deem fit.



10.03 No Bondholders shall in any circumstances be entitled to any remedy (whether
by way of action, petition or otherwise howsoever) for the recovery of any Bond or any
part thereof or any interest thereon, unless the Trustee, having become bound to take
proceedings in accordance with this Trust Deed, fails to do so within a reasonable
time and such failure shall be continuing. In that case any Bondholder may, on giving
the Trustee an indemnity satisfactory to the Trustee against all proceedings claims
and demands to which it may be liable and all costs charges and expenses which may be
incurred by it in connection therewith, in the name of the Trustee (but not otherwise)
himself either take such proceedings against the Company or prove in the winding-up of
the Company. The Trustee shall apply any money so received in the manner provided in
the Trust Deed.



11.00 MODIFICATION OF TERMS AND CONDITIONS



11.01 The provisions in the Second Schedule of the Trust Deed for convening
meetings of the Bondholders to consider any matters affecting their interest,
including the modification by Extraordinary Resolution of these
Conditions or the provisions of the Trust Deed are binding on the Bondholders.



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11.02 Any resolution duly passed at any such meeting shall be binding on all the
Bondholders, whether present or not.



11.03 The Trustee may agree, without the consent of the Bondholders, to any
modification of, or to any waiver or authorisation of any breach or proposed breach of
any provision of, the Trust Deed which, in the opinion of the Trustee, is not
materially prejudicial to the interest of the Bondholders and which does not affect
the obligation of the Company to make payments of interest and of principal in the
amounts and at the times specified in the Trust Deed or in the Conditions or to any
modification which is of a formal or technical nature or which is made to correct a
manifest error.



11.04 Any such modification, waiver or authorisation shall be binding on the
Bondholders and, unless the Trustee agrees otherwise, any such modification shall be
notified to the Bondholders as soon as practicable thereafter in accordance with
Condition 15.00.



12.00. REPLACEMENT OF BOND CERTIFICATES



12.01 If a Bond Certificate is mutilated, defaced, destroyed, stolen or lost it
may, and shall in the case of mutilation or defacement, upon the surrender of the
mutilated or defaced Certificate, be replaced at the Specified Office of the Registrar
on payment of such costs as may be incurred in connection therewith and, in the case
of destruction, theft or loss, on such terms as to evidence and indemnity as the
Company may reasonably require.



13.00 INDEMNIFICATION OF THE TRUSTEE



13.01 The Trust Deed contains provisions for the indemnification of the Trustee
and for its relief from responsibility. The Trustee is entitled to enter into business
transactions with the Company, without accounting for any profit resulting therefrom
or disclosing to the Bondholders any confidential information which is thereby
obtained.



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14.00 FURTHER ISSUES



14.01 The Company is at liberty from time to time without the consent of the
Bondholders to create and issue further bonds or notes upon such terms as to interest,
conversion, repayment, security and otherwise as the Company may at the time of issue
thereof determine so long as any such security to the extent that it is over assets
that secure the Bonds, is subject and subsequent to the security for the Bonds.



15.00 NOTICES



15.01 All notices to the Bondholders will be valid if published in a daily
newspaper published in the jurisdiction of the address of each Bondholder appearing in
the Register. Such notice shall be deemed to have been given on the date of such
publication or, if published more than once, on the date of the first such
publication.



15.02 Any notice to the Paying Agent and Registrar shall be addressed to:



PAYING AGENT AND REGISTRAR




SCOTIATRUST AND MERCHANT BANK TRINIDAD AND

TOBAGO LIMITED




56-58 Richmond Street

Port of Spain

Trinidad




and/or such other or further Paying Agent(s) or Registrar(s) for
the Bonds as may from time to time be appointed by the Company with
the approval of the Trustee and notice of whose appointment is
given to the Bondholders within 14 days thereafter in accordance
with Condition 15.00.



17.00. GOVERNING LAW



17.01 The Trust Deed and the Bonds are governed by and shall be construed in
accordance with the laws of the Cayman Islands.



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THE SECOND SCHEDULE ABOVE REFERRED TO

Provisions for Meetings of Bondholders




1. (i) A Bondholder may by an instrument in writing in the English language (hereinafter called
a “form of proxy”) signed by the Bondholder or, in the case of a corporation, executed under
its common seal (if it has one) or signed on its behalf by an attorney or a duly authorised
officer of the corporation, appoint any person (hereinafter called a “proxy”) his or its proxy
to act on his or its behalf in connection with any meeting or proposed meeting of the
Bondholders.



(ii) Any Bondholder which is a corporation may by resolution of its directors or
other governing body authorise any person to act as its representative (hereinafter
called a “Representative”) in connection with any meeting or proposed meeting of the
Bondholders.



(iii) Any proxy appointed pursuant to sub-paragraph (i) above or Representative
appointed pursuant to sub-paragraph (ii) above shall so long as such appointment
remains in force be deemed, for all purposes in connection with any meeting or
proposed meeting of the Bondholders specified in such appointment, to be the holder of
the Bonds to which such appointment relates and the holder of the Bonds shall be
deemed for such purposes not to be the Bondholder.



2. The Trustee or the Company at any time may, and the Trustee (subject to its being indemnified
to its satisfaction against all costs and expenses thereby occasioned) upon a request in
writing of Bondholders holding not less than one-tenth of the principal amount of the
Outstanding Bonds shall, convene a meeting of Bondholders. Whenever the Company is about to
convene any such meeting it shall forthwith give notice in writing to the Trustee of the day,
time and place thereof and of the nature of the business to be transacted thereat. Every
meeting shall be held at such place as the
Trustee may agree, provided that it is a place that one or more Bondholders resided
at the time of issue of the Bonds.



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3. At least twenty-one days’ notice (exclusive of the day on which the notice is given and the
day on which the meeting is held) specifying the day, time and place of meeting shall be given
to the Bondholders. A copy of the notice shall be given to the Trustee unless the meeting
shall be convened by the Trustee and a copy shall be given to the Company unless the meeting
shall be convened by the Company. Such notice shall specify the general nature of business to
be transacted at the meeting thereby convened and shall be given in the manner provided in
this Trust Deed but (except in the case of an Extraordinary Resolution) it shall not be
necessary to specify in such notice the form of any resolution to be proposed. Such notice
shall also include a statement to the effect that the Bondholders may appoint proxies by
executing and delivering a form of proxy to the Specified Office of the Registrar not later
than 48 hours before the time fixed for the meeting or, in the case of corporations, may
appoint representatives by resolution of their directors or governing body.



4. A person nominated in writing by the Trustee shall be entitled to take the chair at every
such meeting but if no such nomination is made or if at any meeting the person nominated shall
not be present within fifteen minutes after the time appointed for the holding of such meeting
the Bondholders present shall choose one of their number to be Chairman and failing such
choice the Company may appoint a Chairman.



5. At any such meeting two or more persons present holding Bonds being proxies or
representatives and holding or representing in the aggregate one-fiftieth of the principal
amount of the Outstanding Bonds shall (except for the purpose of passing an Extraordinary
Resolution) form a quorum for the transaction of business and no business (other than the
choosing of a chairman) shall be transacted at any meeting unless the requisite quorum be
present at the commencement of business. The quorum at any such meeting for the passing of any
Extraordinary Resolution shall, (subject as



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provided below), be two or more persons present holding Bonds or being proxies or
representatives and holding or representing in the aggregate not less than a clear
majority in principal amount of the Outstanding Bonds for the time being except
that for the following matters (each of which shall only be capable of being
effected after having been approved by Extraordinary Resolution) namely:-


(i) modification of the date fixed for repayment of the Bonds;



(ii) reduction or cancellation of any part of the amount of
principal payable on the Bonds;



(iii) modification of the dates of payment or the amounts payable
in respect of interest or the method of determining the amounts payable in
respect of interest on the Bonds;



(iv) alteration of the majority required to pass an Extraordinary
Resolution; and



(v) alteration of this proviso or the proviso to paragraph 6
below,



the quorum shall be two or more persons present holding Bonds or being proxies or
representatives and holding or representing in the aggregate not less than
two-thirds of the principal amount of the Outstanding Bonds.



6. If within fifteen minutes from the time appointed for any meeting of Bondholders a quorum is
not present, the meeting shall, if convened upon the request of Bondholders, be dissolved. In
any other case it shall stand adjourned to such day, time and place, being not less than
twenty-eight nor more than forty-two days thereafter, as may be appointed by the chairman and
at such adjourned meeting two or more persons present holding Bonds or being proxies or
representatives (whatever the principal amount of the Bonds held or represented by them) shall
(subject as provided below) form a quorum and have power to pass any Extraordinary Resolution
or other resolution and to decide upon all matters which, had there been a quorum, could
properly have been dealt with at the meeting from which the adjournment took place. Provided
that at any adjourned meeting the business of which includes any of the matters specified in
the proviso to
paragraph 5 above, the quorum shall be two or more persons present holding Bonds or
being proxies or representatives and holding or representing in the aggregate not
less than one-third of the principal amount of the Outstanding Bonds.



7. At least twenty-one days’ notice exclusive of the day on which the notice is given and the
day on which the meeting is held of any adjourned meeting at which an Extraordinary Resolution
is to be submitted shall be given in manner provided by this Trust Deed and such notice shall
(except in cases where the proviso to paragraph 6 above shall apply when it shall state the
relevant quorum) state that two or more persons present holding Bonds or being proxies or
representatives at the adjourned meeting will form a quorum for all purposes.



8. The chairman may with the consent of (and shall if directed by) any such meeting adjourn the
meeting from time to time and from place to place but no business shall be transacted at any
adjourned meeting except business which might lawfully have been transacted at the meeting
from which the adjournment took place. Subject as provided in paragraph 7 above it shall not
be necessary to give to the Bondholders notice of an adjourned meeting unless the meeting has
been adjourned sine die.



9. Every question submitted to a meeting of Bondholders shall be decided in the first instance
by a show of hands and in the case of an equality of votes the chairman shall both on a show
of hands and on a poll have a casting vote in addition to the vote or votes (if any) to which
he may be entitled as the holder of a Bond or as a proxy or as a representative.



10. At any meeting of Bondholders, unless (before or on the declaration of the result of the show
of hands) a poll is demanded by the chairman or by one or more persons present holding Bonds
or being proxies or representatives and holding or representing not less than one-hundredth
part of the principal amount of the Outstanding Bonds, a declaration by the chairman that a
resolution has been carried or carried by a particular majority or lost
or not carried by any particular majority shall be conclusive evidence of such
fact.



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11. If at any such meeting a poll is so demanded, it shall be taken in such manner and either at
once or after an adjournment as the chairman shall direct and the result of such poll shall be
deemed to be the resolution of the meeting at which the poll was demanded. The demand for a
poll shall not prevent the continuance of the meeting for the transaction of any business
other than the question on which the poll has been demanded.



12. Any poll demanded at any such meeting on the election of a chairman or any question of
adjournment shall be taken at the meeting without adjournment.



13. (A) The Trustee and its legal advisers and any director or duly authorised representative of
a corporation being a trustee of this Trust Deed and any Director and legal adviser of the
Company and any other person authorised in that behalf by the Trustee or the Company may
attend and speak at any such meeting. Without prejudice to paragraph (ii) of the proviso to
the definition of “Outstanding Bonds” in Clause 1.00 of the Trust Deed no person shall be
entitled to attend (except as provided above) and vote at any meeting of the Bondholders or
join with others in requesting the convening of such a meeting or to exercise the rights
conferred on the Bondholders by Clause 8 of the Trust Deed or Condition 10.00 unless he is a
proxy or a representative or is the holder of a Registered Bond or Registered Bonds. Nothing
herein contained shall prevent any of the proxies named in any form or proxy or representative
from being an officer or representative of or otherwise connected with the Company.



(B) Subject as provided in sub-paragraph (A) above at any such
meeting (a) on a show of hands every person who is present in person and is a
holder of Registered Bonds or is a proxy or representative shall have one vote
and (b) on a poll every such
person shall have one vote in respect of each $10,000.00 principal amount
of Bonds in respect of which he is a proxy or representative or of which
he is the holder. Without prejudice to the obligations of the proxies
named in any form of proxy any person who is entitled to more than one
vote need not use all his votes or cast all the votes to which he is
entitled in the same way. In the case of joint holders of a Bond the vote
of the senior who tenders a vote shall be accepted to the exclusion of the
votes of the other joint holders and for this purpose, seniority shall be
determined by the order in which the names stand in the Register in
respect of the joint holding.



(C) Fractions of votes will not be counted.



14. The proxies named in any form of proxy and representatives need not be holders of Bonds.



15. Each form of proxy shall be deposited at such place as the Trustee shall approve not less
than 48 hours before the time appointed for holding the meeting or adjourned meeting at which
the proxies named propose to vote and in default the form of proxy shall not be treated as
valid unless the chairman of the meeting decides otherwise before such meeting or adjourned
meeting proceeds to business. A notarially certified copy of each such form of proxy shall be
deposited with the Trustee (if so required by the Trustee) before the commencement of the
meeting or adjourned meeting but the Trustee shall not thereby be obliged to investigate or be
concerned with the validity of or the authority of the proxies named in any such form of
proxy.



16. Any vote given in accordance with the terms of a form of proxy shall be valid notwithstanding
the previous revocation or amendment of the form of proxy or of any of the Bondholders’
instructions pursuant to which it was executed provided that no intimation in writing of such
revocation or amendment shall have been received by the Trustee at its Registered Office for
the time being (or such other place as may have been approved
by the Trustee for the purpose) 48 hours before the time appointed for holding the
meeting or adjourned meeting at which the form of proxy is to be used.



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17. The Bondholders shall in addition to all other powers have the following powers exercisable
by Extraordinary Resolution only, namely:-



(A) Power to sanction any modification, variation, abrogation or
compromise of, or any arrangement in respect of, the rights of the Bondholders
against the Company whether such rights shall arise under this Trust Deed or
otherwise.



(B) Power to assent to any modification of the provisions
contained in this Trust Deed, or the Bonds which shall be proposed by the
Company or the Trustee.



(C) Power to approve any person proposed to be appointed as a new
trustee and power to remove any trustee or trustees of this Trust Deed.



(D) Power to authorise and empower the Trustee to concur in and
execute and do all such deeds, instruments, acts and things as may be
necessary to carry out and give effect to any Extraordinary Resolution.



(E) Power to agree to the release or exoneration of any Trustee
from any liability in respect of anything done or omitted to be done by such
Trustee before the giving of such release or exoneration and for which such
Trustee may have become responsible under this Trust Deed.



(F) Power to give any sanction, direction or request which under
the provisions of this Trust Deed or the Bonds is required to be given by
Extraordinary Resolution.



(G) Power to appoint any person (whether Bondholders or not) as a
committee or committees to represent the interests of the Bondholders and to
confer upon such committee or committees
any powers or discretions which the Bondholders could themselves exercise
by Extraordinary Resolution.



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(H) Power to sanction any scheme for the reconstruction of the
Company or for the amalgamation of the Company with any other company.



Provided that the provisions contained in Clauses 6.00, 7.00 and 9.00 of the Trust
Deed and in this proviso shall not be capable of modification by Extraordinary
Resolution.



18. An Extraordinary Resolution passed at a meeting of the Bondholders duly convened and held in
accordance with this Trust Deed shall be binding upon all the Bondholders whether present or
not at such meeting and each of the Bondholders shall be bound to give effect thereto
accordingly. The passing of any such resolution shall be conclusive evidence that the
circumstances justify the passing thereof, the intention being that it shall rest with the
meeting to determine without appeal whether or not the circumstances justify the passing of
such resolution.



19. The expression “Extraordinary Resolution” when used in this Trust Deed means a resolution
passed at a meeting of the Bondholders duly convened and held in accordance with the
provisions contained in this Schedule by the majority consisting of not less than
three-quarters of the votes cast thereon.



20. Minutes of all resolutions and proceedings at every such meeting as aforesaid shall be made
and duly entered in books to be from time to time provided for that purpose by the Company and
any such minutes, if purporting to be signed by the chairman of the meeting at which such
resolutions were passed or matters transacted or by the chairman of the next succeeding
meeting of the Bondholders, shall be conclusive evidence of the matters therein contained and
until the contrary is proved every such meeting in respect of the proceedings of which minutes
have been made shall be deemed to have been duly convened and held and all resolutions
passed or matters transacted thereat to have been duly passed and transacted.



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21. A resolution in writing signed by or on behalf of all the Bondholders shall for all purposes
of this Trust Deed be as valid and effective as an Extraordinary Resolution passed at a
meeting of the Bondholders duly convened and held. The resolution in writing may be contained
in one document or in several documents in or substantially in like form each signed by or on
behalf of one or more of the Bondholders.



22. Subject to the provisions contained in this Schedule, the Trustee may without the consent of
the Bondholders prescribe such further regulations regarding the holding of meetings of
Bondholders and attendance and voting thereat as it may in its discretion determine.



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