EXHIBIT 2.1
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BIW LIMITED
000 Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
(000) 000-0000
August 7, 0000
Xxxxx Xxxxxxx Xxxxxxxxxxx Regional Water Authority
00 Xxxxxxx Xxxxx
Xxx Xxxxx, XX 00000-0000
Attn: Xxxxx Xxxxxxxxxxx, President
RE: CLARIFICATION AND WAIVER OF CERTAIN PROVISIONS OF AGREEMENT AND PLAN OF
MERGER DATED AS OF JUNE 29, 2007 ("AGREEMENT")
Dear Xx. Xxxxxxxxxxx:
Reference is hereby made to the Agreement by and among BIW Limited ("BIW"),
South Central Connecticut Regional Water Authority ("RWA") and RWA21, Ltd.
("Merger Sub"). Unless otherwise provided, capitalized terms set forth therein
shall have the meanings ascribed to them in the Agreement. The parties to the
Agreement hereby agree to clarify and waive certain provisions of the Agreement
as follows:
1. Required Vote. Notwithstanding anything to the contrary contained in
the Agreement, the defined term "Required Atlantis Vote" shall mean
the affirmative vote of the holders of a majority of the outstanding
shares of Atlantis Common Stock.
2. Opinion of Atlantis Financial Advisor. Notwithstanding the language
contained in Section 3.1(u) of the Agreement, the opinion of Xxxxxx
Capital Corporation shall only address the fairness of the Merger
Consideration, from a financial point of view, to the shareholders of
Atlantis, not to Atlantis itself.
3. No Other Changes. Except as expressly provided by this letter
agreement, the terms and conditions of the Agreement shall continue to
govern the respective rights and obligations of the parties hereto.
[SIGNATURE PAGE FOLLOWS.]
South Central Connecticut Regional Water Authority
August 7, 2007
Page 2 of 2
Kindly indicate your agreement with the above by signing in the space
indicated below.
Very truly yours,
BIW Limited
By: /S/ XXXXX XXXXXX-XXXX
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Xxxxx Xxxxxx-Xxxx
Chair of the Board of Directors and
Chief Executive Officer
Accepted and Approved:
RWA21 Ltd.
By: /S/ XXXXX XXXXXXXXXXX
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Xxxxx Xxxxxxxxxxx
Its President and Chief Executive Officer
South Central Connecticut Regional Water Authority
By: /S/ XXXXX XXXXXXXXXXX
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Xxxxx Xxxxxxxxxxx
Its President and Chief Executive Officer
