Exhibit 10.52
LEASE
THIS LEASE is made the 10th day of December __, 2001,
BETWEEN: CAYMAN HOTEL & GOLF INC., a Canada corporation, of P.O. Box 1698,
George Town, Grand Cayman B.W.I. ("the Landlord")
AND: CONSOLIDATED WATER CO. LTD., a Cayman Islands company, of P.O.
Box 1114, George Town, Grand Cayman B.W.I. ("the Tenant")
AND WITNESSES as follows:-
1. In this Lease:-
(1) unless inconsistent with the context or subject matter or
circumstances the following expressions have the following
meanings:-
(a) "the Adjoining Property" means the lands comprised in
West Bay Beach South Registration Section Block 12C
Parcels 27 and 154, Block 12D Parcels 24, 26 and
79REM1 (other than the Land) and Block 12E Parcels
88, 89 and 94 and any other land which adjoins the
Land in which the Landlord during the Term acquires
an interest as proprietor or tenant.
(b) "the Building" means the building on the Land in
which the Tenant's water plant and the laundry for
the Hotel are situated shown edged blue on the Plan.
(c) "the Common Areas" means all those parts of the
Landlord's adjoining land shown hatched in red on the
Plan.
(d) "Conduits" includes wires, cisterns, chutes or pipes
for the supply of water, telephone, electricity and
gas and the disposal of domestic waste in, under or
over the Land.
(e) "the Land" means the land and buildings comprised in
this Lease and shown for the purposes of
identification only edged red on the Plan but
excluding the Landlord's Building.
(f) "the Landlord's Building" means the building marked
"Golf Cart Maintenance" hatched green on the Plan,
and any of its contents from time to time.
(g) "the Landlord" and "the Tenant" include their
respective successors in title.
(h) "Notice" includes demand and vice versa.
(i) "the Plan" means the plan of the Land attached marked
"Lease Plan".
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(j) "the Plant" means the machinery, equipment and
personal property described and listed in the
Schedule.
(k) "the Right of Way" means all that part of the Land
shown delineated in red on the Plan.
(l) "the RO Area" means the area of the Building edged in
red and shown on the Plan.
(m) "share(d)" means share(d) with the Landlord.
(n) "the Term" means twenty-five (25) years starting on
1st]. -
(o) "the Water Supply Agreement" means an agreement for
the supply of water to the Hotel dated the same day
as this Lease and made between the Landlord and the
Tenant.
(2)(a) An obligation not to do something includes an obligation not to permit
or suffer others to do it.
(b) An obligation imposed is to be performed and a power or right conferred
is exercisable, in each case from time to time.
(c) Consent, approval and notice must be in writing.
(d) The headings are for convenience only and have no legal effect.
(e) References to the Laundry include parts of it.
(f) References to the Land include parts of it.
(g) Words of one gender include words of any other gender.
(h) Singular words include the plural and vice versa and where there are
two or more persons included in the expression "the Tenant", agreements
made by the Tenant are joint and separate.
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2. RENT
The Landlord LEASES the Land to the Tenant for the Term together with the
rights set out in sub-clause 5(ii) but excepting and reserving to the
Landlord the rights set out in sub-clause 5(i), subject to the right of
re-entry in Clause 5(iv), at the rent of One United States Dollars
(US$1.00) per year. The Tenant must pay the rent in United States Dollars
to the Landlord in advance on or before the 1st day of.
3. TENANT'S AGREEMENTS
The Tenant agrees with the Landlord:-
(i) PAYMENTS
to pay:-
(a) the rent without any set off or counterclaim in accordance
with Clause 2;
(b) all rates, taxes, assessments, duties, charges, impositions
and outgoings that are or now or may at any time during the
Term be charged, assessed or imposed upon the Land or upon the
owner or occupier of it. The Tenant must also pay and
indemnify the Landlord against the proportion reasonably
attributable to the Land of all rates, taxes, assessments,
duties, charges, impositions and outgoings that are now or may
at any time during the term be charged, assessed or imposed on
the Land and any other property including Adjoining Property
or on their owners or occupiers;
(c) the stamp duty on this Lease and on one copy and its own legal
fees; and
(d) to the Landlord on an indemnity basis all costs, fees,
charges, disbursements and expenses including without
prejudice to the generality of the above those payable to
counsel, solicitors, surveyors and bailiffs incurred by the
Landlord in relation to or incidental:-
(1) Every application made by the Tenant for a consent or
licence required by the provisions of this Lease
whether it is granted, refused or offered subject to
any qualification or condition or the application is
withdrawn
(2) The contemplation, preparation and service of any
notices under this Lease or in contemplation of
proceedings against the Tenant even if forfeiture is
avoided otherwise than by relief granted by the court
(3) The recovery or attempted recovery of arrears of rent
or other sums due under this Lease and any steps
taken in contemplation of or in connection with the
preparation and service of a schedule of dilapidation
during or after the end of the Term.
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REPAIR
(ii)(a) to keep every part of the Land (other than the Building)
and the interior of the RO Area and all fixtures, fittings and
equipment in it owned by the Landlord in good condition,
clean, tidy and well-decorated, fair wear and tear and damage
of which the Tenant, its licensees, invitees or visitors are
not the cause excepted; and
(b) to permit the Landlord and its agents to paint or treat the
outside of the Building and all doors leading into the RO Area
and the outside of all windows and walls in the RO Area in
such colour and manner as the Landlord decides.
NO ALTERATION
(iii) not to alter, cut or damage the RO Area or any other part of
the Building without the Landlord's consent (which is deemed
to be given to the extent that it is within the RO Area and is
required for the operation of the Tenant's business situated
therein) and not to make any exterior alteration in the
appearance of the Building; and if it does so, to pay the
Landlord on demand the entire cost which the Landlord incurs
in repairing or replacing that damage.
NUISANCE
(iv) save as may be required for the normal operation of the
Tenant's business, not to do on or in the Land or any part of
the Building anything which in the Landlord's opinion:-
(a) is a nuisance to others;
(b) is dangerous; or
(c) might prejudice the Landlord's insurance cover or
increase the premium
and in particular, but without prejudice to the generality of
the foregoing or of the exception referred to, not to use on
the Land any chemicals which either individually or in
combination are noxious or explosive.
ENTRY
(v)(a) to permit the Landlord and its agents to enter at all
reasonable times on reasonable notice except in an emergency
(when no notice is required) to:-
(1) ascertain whether or not the covenants and conditions
of this Lease have been observed and performed and to
view the state of repair and condition of the Land;
(2) carry out repairs;
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(3) do any work which the Tenant should have done under
this Lease;
(4) comply with its other obligations under this Lease;
(5) give to the Tenant or leave on the Land a notice
specifying the works required to remedy any breach of
the Tenant's obligations in this Lease.
(b) to carry out the work specified in any such notice to repair
as soon as possible.
(c) if within one month of service of a notice to repair the
Tenant has not started to execute the work referred to in that
notice or is not proceeding diligently with it or if the
Tenant fails to finish the work within two months, to permit
the Landlord to enter the premises to execute the outstanding
works and pay to the Landlord the cost of so doing and all
expenses incurred by the Landlord including legal costs and
surveyors fees within seven days of demand.
ASSIGNMENT & SUB-LETTING
(vi)(a) not to assign, sublet or charge part only of the Land.
(b) save in respect of the floating Charge under the Tenant's
existing Debenture granted to the Royal Bank of Canada or any
Debenture replacing it, not to assign, sub-let or charge the
whole of the Land without the consent of the Landlord whose
consent may not be unreasonably withheld except that the
Tenant may without that consent and subject to it remaining
fully liable to the Landlord in all respects assign this Lease
to
o any wholly owned subsidiary company or any company
which owns all of the Tenant's shares, or
o any successor to the Tenant by consolidation, merger
or other corporate action;
in every case, each assignee of the Tenant assuming and being
taken to have assumed this Lease and being liable in addition
to the Tenant, from the date of the assignment, to comply with
all the Tenant's obligations in it but:-
(1) if any of the following circumstances apply either at
the date when application for consent to assign is
made to the Landlord or after that date but before
the Landlord's consent is given the Landlord may
withhold its consent and if, after the Landlord's
consent has been given but before the assignment has
taken place, any such circumstances apply the
Landlord may revoke his consent. The circumstances
are:-
(i) That any sum due from the Tenant under this
Lease remains unpaid.
(ii) That in the Landlord's reasonable opinion
the assignee is not a person who is likely
to be able to comply with the Tenant's
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covenants of this Lease and to continue to
be able to comply with them following the
assignment.
(iii) That the assignee or any guarantor for the
assignee is a corporation registered or
otherwise resident in a jurisdiction in
which the order of a court obtained in the
Cayman Islands will not necessarily be
enforced against the assignee or guarantor
without any consideration of the merits of
the case.
(2) The Landlord may impose any or all of the following
conditions on giving any consent for an assignment by
the Tenant and any such consent is to be treated as
being subject to each of the following:-
(i) A condition if reasonably so required by the
Landlord on an assignment to a limited
company that the assignee must ensure that
at least two directors of the company or
some other guarantor or guarantors
acceptable to the Landlord enter into direct
covenants with the Landlord in such form as
the Landlord shall specify.
(ii) A condition that if at any time before the
assignment the circumstances specified in
clause (c) above or any one of them apply
the Landlord may revoke the consent by
written notice to the Tenant.
(c) not to grant a permitted sublease with a fine or premium and
to grant it on similar terms to this Lease containing
provisions:-
(1) Prohibiting the sub-tenant from doing or allowing
anything in relation to the Land inconsistent with or
in breach of the provisions of this Lease.
(2) For re-entry by the sub-landlord on breach of any
covenant by the sub-tenant imposing an absolute
prohibition against all dealings with the premises
other than an assignment.
(3) Requiring the assignee on any assignment of the
sublease to enter into direct covenants with the
Landlord in such form as the Landlord shall require.
(4) Prohibiting the sub-tenant from holding on trust for
another or permitting another to share or occupy the
whole or any part of the Land.
(5) Imposing in relation to any permitted assignment the
same obligations for registration with the Landlord
as are contained in this Lease in relation to
dispositions by the Tenant.
(d) before any permitted subletting, to ensure that the sub-tenant
enters into a direct covenant with the Landlord that during
the period of the sublease the sub-tenant will observe and
perform the Tenant's covenants contained in this Lease.
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NOTICE OF ASSIGNMENT & SUB-LETTING
(vii) save in respect of the floating Charge under the Tenant's
existing Debenture granted to the Royal Bank of Canada or any
Debenture replacing it, to give notice to the Landlord within
one month after any transaction under Clause 3(vi) or any
charge over this Lease, supplying a copy of the instrument.
TELEPHONE AND ELECTRICITY AND OTHER SERVICES
(viii) to pay to the suppliers or reimburse the Landlord for its due
proportion of (as the case may be) all charges for the
installation of telephones (if required) and all bills for
their use and pay to the suppliers or reimburse the Landlord
for its due proportion of (as the case may be) all charges for
the use of electricity and all other services on the Land.
COMPLY WITH LAWS
(ix) to comply as if it were the freeholder with the legitimate
requirements of any authority relating to the Land; and to
give the Landlord promptly a copy of any permission, notice or
order relating to the Land which any authority serves on or
issues to the Tenant; and, if the Landlord requires, to make
either alone or jointly with the Landlord objections or
representations against the notice or order as the Landlord
directs.
LICENCES
(x) to obtain and whenever necessary renew all licences and make
all returns which are necessary to enable it to operate its
business and to pay all licence and other annual fees when
they fall due.
INSURANCE
(xi) to pay for all insurance effected by the Tenant, and not to
insure the RO Area against any risk which the Landlord insures
against; and to insure against public liability in respect of
injury or damage to persons when on the Land in an amount of
not less than One Million United States Dollars
(US$1,000,000.00) per accident.
GIVE UP POSSESSION
(xii) subject to Clause 5(ii)(b), to leave the Land when this Lease
ends clean and secure in every respect and in repair in
accordance with the Tenant's obligations in this Lease.
INDEMNITY
(xiii) to keep the Landlord, Hyatt Corporation and Hyatt Britannia
Corporation, Ltd., as agent of Cayman Hotel & Golf Club
Partnership, an Ontario Limited Partnership, d/b/a Hyatt
Regency Grand Cayman, fully indemnified against all losses
arising
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directly or indirectly out of any act, omission or negligence
of the Tenant or any persons at the Land or the Common Areas
expressly or impliedly with his authority or out of any breach
or non-observance by the Tenant of the covenants, conditions
or other provisions of this Lease or any other matters to
which this Lease is subject.
INTEREST ON ARREARS
(xiv) to pay interest at the rate of 3% above the prime lending rate
of Barclays Bank Plc from time to time on any sums due under
this Lease that are not paid when due whether formally
demanded or not. Nothing in this clause entitles the Tenant to
withhold or delay any payment of sum due under this Lease or
affects the rights of the Landlord in relation to any
non-payment.
ENVIRONMENTAL PROTECTION
(xv) (a) not to cause or permit any noxious or offensive emissions
from any apparatus on the Land.
(b) not to permit any oil or grease or any deleterious
objectionable, noxious, dangerous, poisonous or
explosive matter or substance to be discharged into
any of the Conduits and take all measures to ensure
that any effluent discharged into the Conduits does
not harm the environment or corrode or otherwise harm
the Conduits or cause any obstruction or deposit in
them.
(c) to take all practical precautions to ensure that no
noxious substances are spilled or deposited on the
Land and that contamination does not occur.
(d) within 14 days of the spilling or deposit on the Land
of any noxious substance in a quantity that may cause
serious damage to or pollution of the environment or
serious damage to property or serious harm to human
health, to inform the Landlord of this and permit him
to enter and inspect the Land.
(e) to indemnify the Landlord and keep him indemnified
against any losses in respect of damage to or
pollution of the environment or damage to property or
harm to human health caused by the Tenant's
operations on the Land whether in liquid or solid
form or in the form of gas or vapour.
For the purposes of this sub-clause, the expression "Conduits" does not
include conduits which are part of the Plant.
ROOF AND FLOOR LOADING
(xvi) not to bring into the RO Area any machinery or other articles
that will or may strain or damage the Building or any part of
it.
4. LANDLORD'S AGREEMENTS
The Landlord agrees with the Tenant:-
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QUIET ENJOYMENT
(i) that if the Tenant complies with all its agreements and
obligations it will, subject to the terms of this Lease and
subject to the rights reserved to the Landlord under this
Lease, occupy the Land during this Lease free from disturbance
and without any interruption by the Landlord or any person
rightfully claiming under or in trust for it.
INSURANCE
(ii) to insure the Building with a reputable insurance company.
REPAIR
(iii) to put and keep the Building in good repair (except in respect
of repairs for which the Tenant is responsible).
INDEMNITY
(iv) to keep the Tenant, its servants, agents and visitors fully
indemnified against all losses arising directly or indirectly
out of any act, omission or negligence of the Landlord or any
persons at the Land or the Common Areas expressly or impliedly
with his authority or out of any breach or non-observance by
the Landlord of the covenants, conditions or other provisions
of this Lease or any other matters to which this Lease is
subject.
ENVIRONMENTAL PROTECTION
(v) (a) not to cause or permit any noxious or offensive
emissions from any apparatus in the Landlord's
Building.
(b) not to permit any oil or grease or any deleterious
objectionable, noxious, dangerous, poisonous or
explosive matter or substance to be discharged into
any of the Conduits and take all measures to ensure
that any effluent discharged into the Conduits does
not harm the environment or corrode or otherwise harm
the Plant or cause any obstruction or deposit in any
of the Conduits forming part of it.
(c) to take all practical precautions to ensure that no
noxious substances are spilled or deposited on the
Land and that contamination does not occur.
(d) within 14 days of the spilling or deposit on the Land
of any noxious substance in a quantity that may cause
serious damage to or pollution of the environment or
serious damage to property or serious harm to human
health, to inform the Tenant of this.
(e) to indemnify the Tenant and keep it indemnified
against any losses in respect of damage to or
pollution of the environment or damage to property or
harm to
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human health caused by the Landlord's operations in
the Landlord's Building or the Adjoining Land whether
in liquid or solid form or in the form of gas or
vapour.
5. IT IS AGREED:-
LANDLORD'S RIGHTS
(i) The rights set out below are excepted and reserved from the
Lease in favour of the Landlord and all others now entitled or
who may become entitled:-
(a) The free and uninterrupted passage and running of all
appropriate services and supplies from and to other
parts of the Adjoining Property and the Landlord's
Building in and through any Conduits other than those
forming part of the Plant.
(b)(i) The right to construct and maintain at any time
during the Term any pipes, sewers, drains, mains,
ducts, conduits, gutters, watercourses, wires,
cables, channels, flues and all other conducting
media including any fixings and ancillary apparatus
for the benefit of any part of the Adjoining Property
and the Landlord's Building making good any damage
caused by the exercise of the right.
(ii) The right to relocate any existing pipes, sewers,
drains, mains, ducts, gutters, watercourses,
channels, flues and other conducting media other than
those forming part of the Plant in any manner
whatsoever.
(c) The right for the Landlord and all persons expressly
or by implication authorised by it to pass and repass
to and from the Adjoining Property at all times for
all purposes connected with the use and enjoyment of
the Landlord's Building.
(d) The right to enter or in emergency to break into and
enter the Land at any time during the Term at
reasonable times and on reasonable notice except in
emergency:-
(i) To inspect, clean, connect with, repair, remove,
replace with others, alter or execute any works
whatever to or in connection with the conduits,
easements or services referred to in this Clause 5.
(ii) To carry out work or do anything whatsoever that the
Landlord is obliged to do under this Lease.
(iii) To exercise any of the rights granted to the Landlord
by this Lease.
(e) The right to erect scaffolding for the purposes of
inspecting, repairing or cleaning the Building.
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(f) The rights of light, air, support, shelter,
protection and all other easements and rights at the
date of this Lease belonging to or enjoyed by other
parts of the Building or any other buildings and any
Adjoining Property.
(g) For the right and liberty at any time after the date
of this Lease, to alter, raise the height of or
rebuild any building on any Adjoining Property.
(h) The right for the Landlord and the lessees and
occupiers for the time being of the Landlord's
Building at all times with or without motor vehicles
to pass and repass along and over the Right of Way to
and from the Adjoining Property during the Term but
the Landlord will keep the Tenant indemnified from
and against any act, loss, damage or liability
suffered by the Tenant in the exercise of the rights
in this sub-clause (h).
TENANT'S RIGHTS
(ii)(a) the Tenant and its servants, agents and visitors have the
right to share the use of:-
o a right of access 12 feet wide with or without
vehicles and equipment to well pump #1 shown on the
Plan and including an area 10 feet in radius from the
centre of the well head;
o the Common Areas to get to and from the Land with or
without motor vehicles;
o the conduits in the Building which serve the RO Area;
(b) on or at any time before termination of this Lease for any
reason (including under Clause 5(iv)), the Tenant may detach
all items affixed to the Land and used for the purposes of its
business and remove them without interference by the Landlord.
In the case of termination by expiry of the Term, the Tenant
must complete the detachment and removal by the end of the
Term, but in case of termination for any other reason
(including under Clause 5(iv)), the Tenant will have an
additional thirty (30) days after termination during which it
will be entitled to enter on the Land with or without vehicles
and workmen to detach and remove those items. In either case,
the Tenant must do as little damage to the Property as
possible during such detachment and removal but otherwise has
no obligation to repair or restore the Land or any building on
it after completion of the detachment and removal.
TERMINATION ON DAMAGE
(iii)(a) If and whenever the Building or any part of it is damaged
or destroyed and payment of the insurance money is not wholly
or partly refused because of any act or default of the Tenant
or anyone at the Building or on the Land expressly or by
implication with his authority the Landlord must use his
reasonable endeavours to obtain all planning permissions or
other permits and consents
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("permissions") that are required under the planning laws or
otherwise to enable him to rebuild and reinstate the Building.
(b) Subject to the provisions of clause (c) and, if any
permissions are required, after they have been obtained the
Landlord must as soon as reasonably practicable apply all
money received in respect of the insurance in rebuilding or
reinstating the Building.
(c) The Landlord need not rebuild or reinstate the Building if and
for so long as rebuilding or reinstatement is prevented
because:-
(i) the Landlord despite using his reasonable endeavours
cannot obtain any necessary permission.
(ii) any permission is granted subject to a condition with
which it is unreasonable to expect the Landlord to
comply.
(iii) there is some defect or deficiency on the site on
which the rebuilding or reinstatement is to take
place that means it can only be undertaken at a cost
that is unreasonable in all the circumstances.
(iv) it is unable to obtain access to the Land to rebuild
or reinstate.
(v) of any other circumstances beyond the Landlord's
control.
(d) If at the end of the period of one year commencing on the date
of damage or destruction the Building is still not fit for the
Tenant's occupation and use either the Landlord or the Tenant
may by notice served at any time within three months of the
end of that period terminate this Lease and upon service of
such notice the Term is to cease absolutely but without
prejudice to any rights or arrears that may have accrued to
either party for breach of the terms of this Lease including
this Clause 5(iii) and all money received in respect of the
insurance effected by the Landlord is to belong to the
Landlord absolutely.
TERMINATION
(iv) If and whenever during the Term:-
(a) the Tenant breaches any of the covenants or conditions of this
Lease and any such breach is not remedied within thirty (30)
days of receipt of notice of any such breach from the
Landlord;
(b) the Tenant being an individual becomes bankrupt or being a
company enters into liquidation either compulsorily or
voluntarily (except for the purpose of reconstruction or
amalgamation);
(c) the Tenant enters into any arrangement or composition for the
benefit of its creditors;
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(d) any distress or execution is levied on the Tenant's goods and
is not remedied within thirty (30) days of the date of the
levying of any such distress or execution;
(e) the Tenant is unable to pay its debts within the meaning of
The Companies Law (2001 Second Revision) or any amendment,
alteration or re-enactment of it; or
(f) the Water Supply Agreement is lawfully terminated by the
Landlord
then the Landlord may at any time, and despite the waiver of any
previous right of entry, enter the Land or any part of it in the name
of the whole so ending this Lease, but without prejudice to any rights
or remedies which may have accrued to the Landlord under it.
INSPECTION OF POLICIES
(v) the Landlord and the Tenant each has the right to inspect the insurance
policies issued to the other pursuant to this Lease.
MAKE GOOD DAMAGES
(vi) the Landlord must make good any damage done when exercising its rights,
except to the extent that the damage results from the Tenant's
negligence or breach of obligation; but the Landlord will not be liable
for any inconvenience or consequential loss resulting from the exercise
of its rights.
ACCIDENT & INJURY
(vii) the Landlord will not be responsible to the Tenant for any accident or
injury to any individual or for damage to or loss of any goods or other
property sustained on the Land unless the accident or injury results
from the negligence of the Landlord or its agents.
NEGLECT & FORBEARANCE
(viii) no neglect, forbearance or omission by the Landlord to take advantage
of or enforce any right or privilege arising out of any breach by the
Tenant (whether original or recurring) of any obligation (express or
implied) will operate as or be deemed to be a general waiver of the
its entitlement to take advantage of or enforce that right or
privilege.
TENANT'S FAILURE TO INSURE
(ix) if the Tenant at any time does not insure in accordance with its
obligations under this Lease, the Landlord may do so and the Tenant
must pay on demand any money which the Landlord spends for that
purpose.
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REGISTERED LAND LAW
(x) the terms of this Lease, where inconsistent with the provisions of
The Registered Land Law, will where permitted by law prevail; and the
covenants implied by sections 52 and 53 of the Registered Land Law
are excluded.
RIGHT TO SELL
(xi) if after the Tenant has vacated the Land at the end of this Lease any
of the Tenant's property remains in the RO Area and the Tenant does
not remove it within the thirty (30) days referred to in Clause
5(ii)(c), the Landlord may as the Tenant's agent sell that property
and after deducting from the proceeds of sale the costs and expenses
of removal storage and sale, the Landlord will hold the balance to
the Tenant's order; and the Tenant must indemnify the Landlord
against any liability which it incurs to any third party whose
property the Landlord sells in good faith and in the mistaken belief
(which will be assumed unless the contrary is proved) that the
property belonged to the Tenant.
NO REPRESENTATIONS
(xii) this Lease contains the entire agreement between the parties; each
party acknowledges that it has not entered into this Lease in
reliance wholly or partly on any statement or representation made by
or on behalf of the other unless it is expressly set out in this
Lease.
EXCEPTIONS
(xiii) despite anything to the contrary in this Lease, the Tenant has no
responsibility to repair or maintain or in any way to take care of
the Landlord's Building or the Common Areas.
NOTICES
(xiv) a notice or other document will be deemed to be duly served by a
party either delivering or sending it by prepaid registered mail
addressed to the other party at the address stated at the beginning
of this Lease or to its registered office or last-known address. The
notice or other document will be deemed to be received by the other
party on delivery or seventy-two (72) hours after posting, as the
case may be.
GOVERNING LAW
(xv) this Lease is governed by and must be construed in accordance with
the laws of the Cayman Islands and the parties agree to submit to the
jurisdiction of the courts of the Cayman Islands.
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THE SCHEDULE
THE PLANT
1 SEAWATER REVERSE OSMOSIS PLANT SKID #4 COMPRISED OF:
CARTRIDGE FILTER
Brand Name: No Name Plate
Model #: NA
Serial #: NA
HIGH PRESSURE PUMP
Brand Name: WHEATLEY
Model #: HP165M
Serial #: 12834
MOTOR
Brand Name: TOSHIBA (HOUSTON)
Model #: B-1254FLA4UD
Serial #: AB54699-1
ENERGY RECOVERY TURBINE
Brand Name: CALDER
Model #: PT8650 E1 (or) NP4840/A
Serial #: NA
MEMBRANE ELEMENT HOUSINGS
Description: 23 Housings and element-single
element per housing
Membranes Dupont
DRAW BACK TANK
WATER METER
CONTROL PANEL
2 SEAWATER REVERSE OSMOSIS PLANT SKID #5 COMPRISED OF:
CARTRIDGE FILTER
Brand Name: EXCEL
Model #: 30EFCS3-3C150
Serial #: NA
HIGH PRESSURE PUMP
Brand Name: WHEATLEY
Model #: HP165M
Serial #: NA
MOTOR
Brand Name: SIEMENS
Order #: 2-312-LR91633-2
Serial #: NA
15
ENERGY RECOVERY TURBINE
Brand Name: CALDER
Model #: PT8650 E1 (or) NP4840/A
Serial #: NA
MEMBRANE ELEMENT HOUSINGS
Description: 12 twin housings-PERMASEP
Membranes Dupont
DRAW BACK TANK
WATER METER
CONTROL PANEL
3 SEAWATER REVERSE OSMOSIS PLANT SKID #6 COMPRISED OF:
CARTRIDGE FILTER
Brand Name: OSMONICS
Model #: HX1620-3 OT-PVC-D
Serial #: 96-A49103-1
HIGH PRESSURE PUMP
Brand Name: WHEATLEY
Model #: HP165AM /29613-B
Serial #: 22747
MOTOR
Brand Name: SIEMENS
Order #: 2-5106-LR90303-1
Serial #: NA
ENERGY RECOVERY TURBINE
Brand Name: CALDER
Model #: RO-4034 1390 15
Serial #: NA
MEMBRANE ELEMENT HOUSINGS
Description: 20 B-10 PERMASEP Housings-one
membrane per housing
Membranes DUPONT
DRAW BACK TANK
WATER METER
CONTROL PANEL
16
4 SEAWATER REVERSE OSMOSIS PLANT SKID #7 COMPRISED OF:
CARTRIDGE FILTER
Brand Name: EXCEL
Model #: 30EFCS3-3C150
Serial #: NA
HIGH PRESSURE PUMP
Brand Name: WHEATLEY
Model #: HP165AM /29613-B
Serial #: 23852
MOTOR
Brand Name: TICO AMERICA
Model #: NA
Serial #: NA
ENERGY RECOVERY TURBINE
Brand Name: CALDER
Model #: RO-290-40
Serial #: 021-97-A2316
MEMBRANE ELEMENT HOUSINGS
Description: 1) 4 Triples (3 membranes per
housing), no name brand on housings
2) 2 Doubles (2 membranes per
housing), PERMASEP
Membranes DUPONT
DRAW BACK TANK
WATER METER
CONTROL PANEL
5 POTABLE WATER OZONATION SYSTEM COMPRISED OF:
AIR COMPRESSOR PACKAGE
Brand Name: INGERSOLL RAND
Model #: SS-EP15
Serial #: LX0230U98043
AIR COMPRESSOR MOTOR
Brand Name: US ELECTRIC MOTOR DIVISION
OF EMERSON ELECT CO.
Model #: T589A
ID #: B01A339RO65F
MOISTURE SEPARATOR
Brand Name: THERMAL TRANSFER PRODUCTS
Model #: S-100-AD
ID #: S-6019
17
REFRIGERATED DRYER
Brand Name: INGERSOLL RAND
Model #: DXR50
Serial #: 97LDXR5563
OXYGEN CONCENTRATOR
Brand Name: AIRSEP-NATL BD 72602K-CERTIFIED
BY BRUNNER ENG & MFG INC.
Model #: AS-160/250/450
Serial #: NA
OXYGEN RECEIVER
Brand Name: NATL.BD NO.182314-CERTIFIED
BY STEEL FAB
ABINGDON VA.
PART #: CRN C7228.1C
Serial #: NA
OZONE GENERATOR
Brand Name: OSMONICS
Model #: HC-5
Serial #: NA
OZONE INJECTOR MOTOR
Brand Name: BALDOR
Cat#: JWMDM3616T
Serial #: NA
CENTRIFUGAL PUMP(OZONE INJECTOR)
Brand Name: WAUKESHA CHERRY BURRELL
Model #: U2065
Serial #: 2200989
DISSOLVED OZONE MONITOR
Brand Name: OREC/OSMONICS
Model #: NA
Serial #: NA
AC DRIVE
Brand Name: MEGNETEK
Model #: GPD 506 N12-506V-B014
Serial #: 34469
18
6 HIGH SERVICE WATER DISTRIBUTION PUMP SYSTEM COMPRISED OF:
DWPO4
CENTRIFUGAL PUMP
Brand Name: PEERLESS PUMP COMPANY
Model #: C820AM
Serial #: 152587B
THREE PHASE INDUCTION MOTOR
Brand Name: BALDOR
Cat #: JMM2514T
Spec #: 39K35W525
DWPO5
CENTRIFUGAL PUMP
Brand Name: PEERLESS PUMP COMPANY
Model #: C820AM
Serial #: 152587A
THREE PHASE INDUCTION MOTOR
Brand Name: BALDOR
Cat #: JMM2514T
Spec #: 39K35W528
DWPO7
CENTRIFUGAL PUMP
Brand Name: PEERLESS PUMP COMPANY
Model #: C820AM
Serial #: 152587C
THREE PHASE INDUCTION MOTOR
Brand Name: US ELECTRICAL MOTORS
Model #: E685A
Serial #: BO1A287RR087F
7 DOMESTIC WATER TRANSFER PUMP SYSTEM COMPRISED OF:
CWP01
CENTRIFUGAL PUMP
Brand Name: PEERLESS PUMP COMPANY
Model #: 820A
Serial #: TI57490
THREE PHASE INDUCTION MOTOR
Brand Name: BALDOR
Model #: JMM3314T
Spec #: 37F196X48
CWP02
CENTRIFUGAL PUMP
Brand Name: PEERLESS PUMP COMPANY
Model #: C825AM
Serial #: 171953
19
THREE PHASE INDUCTION MOTOR
Brand Name: BALDOR
Model #: JMM3314T
Spec #: 37F196X48
8 TRANSFER PUMP TO OZONATION SYSTEM COMPRISED OF:
CENTRIFUGAL PUMP
Brand Name: AMPCO
Model #: 3 x 2 1/2 ZC2
Serial #: CC16867-1-1
THREE PHASE INDUCTION MOTOR
Brand Name: BALDOR
Model #: NA
Spec #: 07H167W06
9 IRRIGATION TRANSFER PUMP SYSTEM COMPRISED OF:
IRP01
CENTRIFUGAL PUMP
Brand Name: PAC_SEAL
Model #: 4P940
Motor Reference #: G40444/F96Z120R169F
THREE PHASE INDUCTION MOTOR
Brand Name: DAYTON
Model #: 9N114
Motor Reference #: G40444/F96Z120R169F
CWP02
TRANSFER PUMP TO TANK
Brand Name: PEERLESS PUMP COMPANY
Model #: C825AM
Serial #: 171953
THREE PHASE INDUCTION MOTOR
Brand Name: BALDOR
Model #: JMM3314T
Spec #: 37F196X48
10 POTABLE WATER DEGASSIFIER COMPRISED OF:
Brand Name: DELEOCH
Model #: NA
Serial #: NA
20
BLOWER MOTOR #1
SINGLE PHASE INDUCTION MOTOR
Brand Name: BALDOR
Model #: VL313
Serial #: NA
BLOWER MOTOR #2
THREE PHASE INDUCTION MOTOR
Brand Name: GE MOTORS & INDUSTRIAL SYSTEMS
Model #: 5K49ZN2189
Serial #: NMLI42677
11 SEAWATER WELLS AND SUBMERSIBLE PUMPS COMPRISED OF:
WP #2
FEEDWATER WELL, CASING AND WELL HEAD APPURTENANCES
SUBMERSIBLE PUMP
Brand Name: JACUZZI
Model #: S6175-2
Serial #: 92611702
THREE PHASE MOTOR
Brand Name: FRANKLIN
Model #: 236 6119 020
Serial #: 99g19-14-0014
WP #4
FEEDWATER WELL, CASING AND WELL HEAD APPURTENANCES
SUBMERSIBLE PUMP
Brand Name: GRUNFOS
Model #: 300S75-2
Serial #: 14B70002
THREE PHASE MOTOR
Brand Name: FRANKLIN
Model #: 236 6119 020
Serial #: NA
WP #5
FEEDWATER WELL, CASING AND WELL HEAD APPURTENANCES
SUBMERSIBLE PUMP
Brand Name: GRUNFOS
Model #: 300S75-2
Serial #: NA
21
THREE PHASE MOTOR
Brand Name: FRANKLIN
Model #: 236 6119 020
Serial #: NA
WP #6
FEEDWATER WELL, CASING AND WELL HEAD APPURTENANCES
SUBMERSIBLE PUMP
Brand Name: GRUNFOS
Model #: 300S75-2
Serial #: 14B70002
THREE PHASE MOTOR
Brand Name: FRANKLIN
Model #: 236 6119 020
Serial #: NA
12 EMERGENCY DIESEL POWERED GENERATOR COMPRISED OF:
EMERGENCY GENERATOR ENGINE
Brand Name: KOMATSU LTD
Model #: 6491
Serial #: 14448
EMERGENCY GENERATOR
Brand Name: ONAN 60
Model #: 60 ODVB-15R/30083B
Serial #: B850750776
FUEL INJECTION PUMP
Brand Name: DIESEL KIKI
ASSY #: 6207-71-1410
Serial #: 450K327320
MAGNETIC DRIVER
Brand Name: NIKKO ELECT IND CO LTD
Model #: 600-815-5560
Serial #: 0-47100-3720
13 BOLTED STEEL 816,000 US GALLON POTABLE WATER TANK
Brand Name: Florida Aquastore, Inc.
Model #: NA
Serial #: NA
22
14 ALL INTERCONNECTING PIPING, CONDUITS AND APPURTENANCES, ABOVE THE GROUND
WHICH CONNECT ITEMS 1 THROUGH 13 TO EACH OTHER, AND TO THE WATER PIPE,
AND WHICH DIRECTLY FACILITATE THE OPERATION AND MAINTENANCE OF ITEMS 1
THROUGH 13.
15 ALL ELECTRICAL EQUIPMENT AND COMPONENTS WHICH CONNECT ITEMS 1 THROUGH 13
TO EACH OTHER AND TO THE MAIN ELECTRICAL SERVICE IN THE RO BUILDING.
16 ALL CONTROLS AND INSTRUMENTATION ATTACHED TO ITEMS 1 THROUGH 13.
17 ALL TOOLS SPECIFIC TO THE MAINTENANCE OR OPERATION OF THE PLANT.
18 ALL LABORATORY AND TESTING EQUIPMENT USED TO MONITOR WATER PRODUCED BY
THE PLANT.
19 ALL DRAWINGS, SCHEDULES, OPERATION AND MAINTENANCE MANUALS FOR ITEMS 1
THROUGH 18.
20 ALL OFFICE EQUIPMENT CURRENTLY LOCATED WITHIN THE RO BUILDING AND USED
BY THE STAFF OF THE PLANT.
21 ALL SPARE PARTS FOR ITEMS 1 THROUGH 18, STORED MATERIALS SUCH AS
CHEMICALS AND LUBRICANTS HELD IN STOCK AT THE TIME OF CLOSING.
THE COMMON SEAL of CAYMAN ) CAYMAN HOTEL & GOLF INC.
HOTEL & GOLF INC. was hereunto )
affixed by S. Prasad )
Director and by )
S. Prasad Asst/Secretary )
by authority of the Board )
of Directors in ) Per: /s/ Suresh Prasad
-----------------------------------
the presence of:- ) Director
)
)
/s/ illegible ) Per: /s/ Suresh Prasad
- -------------------------------- -----------------------------------
Notary Public Asst/Secretary
THE COMMON SEAL of ) CONSOLIDATED WATER CO. LTD.
CONSOLIDATED WATER CO. LTD. )
was hereunto affixed by
Jeffrey Parker )
Director, and by ) Per: /s/ Jeffrey M. Parker
Peter Ribbins Secretary ) ----------------------------------
) Director
by authority of the Board of
Directors in the present of:- )
/s/ illegible ) Per: /s/ Peter Ribbins
- -------------------------------- ---------------------------------
Notary Public Director/Secretary
23