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Exhibit 10.40
Second Deed made the 10th day of March 1983.
BETWEEN: CAYMAN WATER COMPANY LIMITED
a Company incorporated and existing
under the laws of the Cayman Islands
with registered office in ▇▇▇▇▇▇ Town,
Grand Cayman, Cayman Islands
(hereinafter called "the Borrower")
OF THE ONE PART
AND: THE ROYAL BANK OF CANADA
of ▇.▇. ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
(hereinafter called "the Bank")
OF THE OTHER PART
WHEREAS:-
(1) This Deed is made supplemental to the Debenture ("the Debenture") dated 1st
June 1979 between the Borrower, the Bank, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("▇▇▇▇▇▇") and
Cayman Public Utilities Ltd. (CPU) as supplemented by Deed dated 30th April
1981 between the Borrower and the Bank and to all collateral security
documents and agreements executed pursuant thereto (hereinafter together
called "the Bank Security")
(2) The Bank has agreed at the request of the Borrower to exclude from the
security created by the Bank Security certain assets of the Borrower.
NOW THIS DEED WITNESSETH as follows:-
1. In consideration of the said agreement the Borrower and the Bank hereby
agree that there shall be excluded from the Bank Security and in particular
from the first floating charge over all the assets of the Borrower created
by and in terms of Clause 2 (iii) of the Debenture the asset of the
Borrower more particularly described in the Schedule hereto and that the
Bank shall have no rights or interests in the said asset in terms of the
Bank Security or otherwise.
2. In so far as not hereby expressly waived or varied the Borrower and the
Bank hereby confirm the terms and provisions of the Bank Security.
[PUBLIC RECORDER STAMP]
[PUBLIC RECORD OFFICE CAYMAN ISLANDS STAMP]
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IN WITNESS the s hereto have executed this Deed the day and year
first above written
The Common Seal of CAYMAN WATER )
)
COMPANY LIMITED was hereunto )
)
affixed by ) CAYMAN WATER COMPANY LIMITED
)
and by )
)
In the presence of:-- ) Per: /s/ ▇. ▇▇▇▇▇▇
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) Director
)
)
/s/ ) Per: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Witness Secretary
SIGNED, SEALED and DELIVERED )
)
by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ )
)
the duly authorised attorney for )
)
the Bank in the presence of:-- ) THE ROYAL BANK OF CANADA
)
)
)
)
/s/ Per: /s/
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Witness Attorney for the Bank
SCHEDULE
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This is the Schedule referred to in the foregoing Second Deed:--
MECO Model PD625OM3B Vapour Compression Diesel Powered Sea Water
Conversion Unit which Unit includes a Cummins Model VT1710-635 Diesel
Engine, (4) MECO Plate Coolers, Compressor, Heat Recovery Boiler
Distilate, Feed Water and Blowdown Pumps NEMA 4 Electricals and Controls,
Deaerator, Acid and Chemical Injection Equipment and instruments, all
assembled on a (3) section skid.
[PUBLIC RECORD OFFICE CAYMAN ISLANDS STAMP]
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I. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ of ▇▇▇▇▇▇ Town, Grand Cayman make oath and say:-
1. The foregoing Deed made between CAYMAN WATER COMPANY LIMITED ("the
Borrower") of the one part and THE ROYAL BANK OF CANADA ("the Bank")
of the other part was made by the Borrower and the Bank on the 10th day of
March One Thousand Nine Hundred and Eighty Three.
2. I was present and did see L. Dowher and ▇. ▇▇▇▇▇▇ Director and Secretary
respectively of the Borrower affix the Common Seal of the Borrower to the
said Deed and sign the same as and for the proper act and deed of the
Borrower and execute acknowledge and deliver the said Deed for the purposes
therein mentioned on the 10th day of March One Thousand Nine Hundred and
Eighty Three between the hours of 9 and 10 in the forenoon at ▇▇▇▇▇▇ Town,
Grand Cayman, Cayman Islands.
3. The Borrower has its registered office at ▇▇▇▇▇▇ Town, Grand Cayman, Cayman
Islands and is a company duly incorporated and existing under the Laws of
the Cayman Islands.
4. That the name subscribed as a witness attesting to the due
execution of the said Deed by the Borrower is of the proper handwriting of
me this document and I reside at ▇▇▇▇▇▇ Town, Grand Cayman and am an
Attorney-at-Law.
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Witness
SWORN at ▇▇▇▇▇▇ Town, Grand Cayman, Cayman Islands this 10th day of March One
Thousand Nine Hundred and Eighty Three before me:-
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Justice of the Peace
[PUBLIC RECORD OFFICE CAYMAN ISLANDS STAMP]
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I, ▇▇▇▇▇ ▇▇▇▇▇▇ of ▇▇▇▇▇▇ Town, Grand Cayman, Cayman Islands make oath and
say:-
1. The Foregoing Deed made between CAYMAN WATER COMPANY LIMITED ("the
Borrower") of the one part and THE ROYAL BANK OF CAYMAN ("the Bank") of the
other part was made by the Borrower and the Bank on the day of One
Thousand Nine Hundred and Eighty Three.
2. I was present and did see ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ the duly authorized attorney
for and on behalf of the Bank sign seal and as and for his proper act and
did execute acknowledge and deliver the said Deed for the purposes therein
mentioned on the 10th day of February One Thousand Nine Hundred and Eighty
Three between the hours of 9:00 and 10:00 in the forenoon at ▇▇▇▇▇▇ Town,
Grand Cayman, Cayman Islands.
3. The Bank is a banking corporation existing under the laws of Canada and
having a branch officer in ▇▇▇▇▇▇ Town, Grand Cayman, Cayman Islands.
4. That the name ▇▇▇▇▇ ▇▇▇▇▇▇ subscribed as a witness attesting to the due
execution of the said Deed by the Bank is of the proper handwriting of me
this deponent and I reside at ▇▇▇▇▇▇ Town, Grand Cayman, Cayman Islands and
am a Secretary.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Witness
SWORN at ▇▇▇▇▇▇ Town, Grand Cayman, Cayman Islands this 14th day of February
One Thousand Nine Hundred and Eighty Three before me:-
-------------------- /s/
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Justice of the Peace
[PUBLIC RECORD OFFICE CAYMAN ISLANDS STAMP]