EXHIBIT 2.2
DATED: NOVEMBER 29th, 2002
AGREEMENT TO AMEND SHARE SALE AGREEMENT
BETWEEN
CONSOLIDATED WATER CO. LTD.
AND
XXXXXXX X. XXXXXXX AND XXXXXXXX X. XXXXXXX
XXXXXXX XXXXX, XXXXXXX & XXXXXXXXX
ZEPHYR HOUSE
P.O. BOX 709 GT
XXXX STREET
GRAND CAYMAN
CAYMAN ISLANDS
AGREEMENT TO AMEND SHARE SALE AGREEMENT
THIS AGREEMENT TO AMEND SHARE SALE AGREEMENT is made this 29th day of November
2002
BETWEEN:
(1) CONSOLIDATED WATER CO. LTD., formerly Cayman Water Company Limited, of
Trafalgar Place, West Bay Road, P.O. Box 1114 GT, Grand Cayman
(hereinafter "the Purchaser") of the first part; and
(2) XXXXXXX X. XXXXXXX and XXXXXXXX X. XXXXXXX of 00 Xxxxxx Xxxx, Xxxxx, XX
00, Xxxxxxx (the "Vendors") of the second part.
WHEREAS:
The parties hereto entered into a Share Sale Agreement dated October 4, 2002
(the "Share Sale Agreement").
The Share Sale Agreement provided at Clause 9.8 that the Share Sale Agreement
could be modified by an instrument in writing signed by the duly authorised
representatives of the parties.
The completion of the Share Sale Agreement was made conditional on the happening
of certain events on or before November 29, 2002, and the parties have agreed
that the conditions precedent to the Share Sale Agreement are unlikely to be
satisfied by that date and accordingly the parties have agreed to enter into
this amending agreement to provide for the later completion date and the
consequences thereof.
NOW IT IS HEREBY AGREED as follows:
1. Clauses 4.2 and 4.3 of the Share Sale Agreement are each amended by
deleting "November 29, 2002", wherever it appears, and substituting
therefor "December 31, 2002".
2. Clause 5.1 of the Share Sale Agreement is amended by deleting "November
29, 2002", and substituting therefor "December 31, 2002".
3. The Share Sale Agreement is amended by adding the following clauses
after clause 3.7:
"3.8 Only in the event that both or either of:
(i) the "Total Current Assets of DesalCo Group" and "Total Current
Liabilities of DesalCo Group"; and/or
(ii) the "Actual Gross Equity of OCC" and the "Actual Gross Equity
of OCBVI"
have not been agreed or determined pursuant to clause 3.2 or 3.3,
respectively, within 2 Business Days prior to Completion, then the
amount of cash payable at Completion by the Purchaser to the Vendors
shall be an initial payment (the "Initial Payment") being the Purchase
Price that would have been payable had Completion taken place on 29th
November, 2002.
3.9 In the event that clause 3.8 becomes applicable, within 5 Business
Days after the "Total Current Assets of DesalCo Group" and "Total
Current Liabilities of DesalCo Group" have been determined by the
Company's Auditors and the "Actual Gross Equity of OCC" and the "Actual
Gross Equity of OCBVI" have been determined by OCC's Auditors and
OCBVI's Auditors respectively pursuant to clause 3.2 and 3.3 or
otherwise agreed between the parties an adjusting payment, calculated
as the Purchase Price less the Initial Payment (the "Adjusting
Payment"), shall be made by the Purchaser to the Vendors, if the
Adjusting Payment is a positive amount, or by the Vendors to the
Purchaser, if the Adjusting Payment is a negative amount. All
determinations to be made by Auditors under clauses 3.2 and 3.3 shall
be made within 60 days of Completion unless the parties have already
agreed the relevant amounts between themselves."
4. The Share Sale Agreement is amended by inserting in clause 5.7 after
"Purchase Price" the words "or the Initial Payment as calculated
pursuant to clause 3.8, if applicable"
5. Except as expressly modified by this Agreement, the Share Sale
Agreement continues in full force and effect according to its terms.
AS WITNESS WHEREOF the parties hereto have set their hands the date first above
written.
SIGNED for and on behalf of )
Consolidated Water Co. Ltd. )
by Xxxxxxx X. Xxxxxx )
in the presence of: )
)
/s/ Xxxxxxxxx X. XxXxxxxxx /s/ Xxxxxxx X. Xxxxxx
--------------------------------------- ------------------------------------
Witness
SIGNED by Xxxxxxx T, Xxxxxxx )
in the presence of: )
/s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Xxxxxxx X. Xxxxxxx
/s/ Xxxx Xxxx
---------------------------------------
Witness:
Witness name: Xxxx Xxxx
Address: X.X. Xxx 000 GT, Grand Cayman
Occupation: Attorney-at-Law
SIGNED by Xxxxxxxx X. Xxxxxxx ) /s/ Xxxxxxxx X. Xxxxxxx
in the presence of: ) ------------------------------------
Xxxxxxxx X. Xxxxxxx
/s/ Xxxxx Xxxxxxx
---------------------------------------
Witness:
Witness name: Xxxxx Xxxxxxx
Address: 00 Xxxxx Xxxx, Xxxxx, Xxxxxxx
Occupation: Administration Manager
