Agreement#: AG-408457
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Paying Agency Agreement Dated August 4, 2006

Effective Date: August 04, 2006
Parties:

Consolidated Water

Sectors: Utilities
EXHIBIT 10.3 CONSOLIDATED WATER CO. LTD. PAYING AGENCY AGREEMENT US$15,771,997.16 COMPRISING US$15,771,997.16 Fixed Rate Bonds 2006 - 2016 P.O. Box 1114 GT
Regatta Office Park
Windward Three, 4 th Floor
West Bay Road
Grand Cayman, Cayman Islands DATE : TO: SCOTIATRUST AND MERCHANT BANK TRINIDAD AND TOBAGO LIMITED Dear Sirs, CONSOLIDATED WATER CO. LTD. (" the Company" ) is issuing Bonds in the aggregate value of not more than US$15,771,997.16 comprising Fixed Rate Bonds 2006-2016 (the " Bonds" ). These Bonds will be constituted and secured by a Trust Deed of even date herewith made between the Company and DEXTRA BANK & TRUST CO. LTD. (" the Trustee" ). The Company hereby appoints SCOTIATRUST AND MERCHANT BANK TRINIDAD AND TOBAGO LIMITED the Paying Agent (" the Paying Agent" ) upon the terms and conditions set out below, for the payment of principal and interest in respect of the Bonds. The Paying Agent appointed under the terms and conditions of this Agreement shall also undertake the duties and responsibilities of Registrar on behalf of the Company in respect of the Bonds. These duties shall include: (i) maintenance of the Register of Bondholders; (ii) dealing with transfers of Bonds and other registrations; (iii) providing information required by the Company and the Trustee from time to time relative to the register of Bondholders. The expression " Paying Agent" and " Specified Office" as used herein shall be deemed to mean and include the Paying Agent and the offices respectively specified in the Trust Deed (as hereinafter defined) or such other Paying Agents or Specified Offices from time to time duly appointed by the Company in accordance with Condition 9.00 of the Bonds. The Bonds will be issued in registered transferable form in accordance with Condition 2.00 of the Bonds. The Bonds are to be issued substantially in the form set out in Part A of the First Schedule to the Trust Deed. Expressions used


herein shall, unless the context otherwise requires, have the meanings ascribed thereto in the Trust Deed and the Schedules thereto. 1.(A) At least one business day (being a day on which banks are open for business in Trinidad and Tobago) before the Due Date, the Company will deliver its cheque or wire transfer the funds to the Paying Agent for the full amount in United States Dollars of the money payable on such Due Date in respect of all such Bonds. (B) In the event that, upon the business day before the Due Date the Company does not have available for payment and has not delivered its cheque or wire transferred the funds referred to in (A) above for the full amount of the money payable on such Due Date in respect of all such Bonds, the Company will give notice by telephone to the Trustee for the time being for the Bondholders (the " Trustee" ) and to the Paying Agent that it does not have such money available and has not delivered such cheque. (C) The Rate of Interest from time to time payable in respect of the Fixed Rate Bonds 2006-2016 is 5.95% per annum. (D) The Paying Agent shall at all times keep at its registered office (or at such other place as the Trustee may agree) a register showing the nominal amount of the Bonds and the date of issue and of all subsequent transfers and changes of ownership thereof and the names and addresses of the Bondholders and the persons deriving title under them and of their repayment, purchase and cancellation and of all replacement Certificates issued in substitution for mutilated, defaced, lost, stolen or destroyed Certificates. The Trustee, the Company and the Bondholders or any of them and any person authorised by any such person may at all reasonable times during office hours, inspect the Register and take copies of or extracts from it. If the Trustee requires the convening of a meeting or the giving of any notice to the Bondholders, the Paying Agent shall promptly furnish the Trustee free of charge with such copies of or extracts from the Register as it shall require. The Register may be closed by the Company for such periods and at such times (not exceeding in the whole thirty Business Days in any one year) as it may think fit. 2.(A) SUBJECT to the Company having paid the requisite money pursuant to paragraph 1(A) hereof, the Paying Agent will act as agent of the Company for the Bonds and pay or cause to be paid on behalf of the Company on and after each Due Date the amounts due to be paid as principal and/or interest in respect of the Bonds in accordance with the conditions and the terms of the Trust Deed. All payments made by the Paying Agent hereunder shall be made without charging any commission or fee to the Bondholders. (B) At any time after any of the events described in Condition 10.00 of the Bonds has occurred the Trustee may by notice in writing to the Company and the Paying Agent require: (i) the Paying Agent to act thereafter as Paying Agent of the Trustee in relation to payments to be made by or on behalf of the Trustee under the provisions of the Trust Deed mutatis mutandis on the terms provided herein (save that the Trustee' s liability under any of the provisions hereof for the indemnification of the Paying Agent shall be limited to the amounts for the time being held by the Trustee upon the trusts of the Trust Deed and available for distribution to holders of Bonds) and thereafter to hold all Bonds and all sums documents and records held by them in respect of the Bonds and interest thereon on behalf of the Trustee; and/or

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(ii) the Paying Agent to deliver up all Bonds and all sums documents and records held by them in respect of Bonds and interest thereon 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 relative Paying Agent is obliged not to release by any law or regulation. The Paying Agent shall treat a certificate of the Trustee that any of the events described in the said Condition 10.00 has occurred as conclusive evidence of that fact.3. ALL Bonds which are repaid or purchased by or on behalf of the Company and required to be cancelled shall be cancelled forthwith b ...

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