EXHIBIT 2.7
DATED: December 30, 2002
SECOND AGREEMENT TO AMEND SHARE SALE AGREEMENT
BETWEEN
CONSOLIDATED WATER CO. LTD.
AND
NORTH-AMERICAN MORTGAGE & FINANCE CORPORATION
AND
TRANSCONTINENTAL FINANCE CORPORATION LIMITED
XXXXXXX XXXXX, XXXXXXX & XXXXXXXXX
ZEPHYR HOUSE
P.O. BOX 709 GT
XXXX STREET
GRAND CAYMAN
CAYMAN ISLANDS
SECOND AGREEMENT TO AMEND SHARE SALE AGREEMENT
THIS SECOND AGREEMENT TO AMEND SHARE SALE AGREEMENT is made this______day of
December 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. NORTH-AMERICAN MORTGAGE & FINANCE CORPORATION of Elizabethan Square,
Xxxxxx Town, Grand Cayman (hereinafter "NAMF") and TRANSCONTINENTAL
FINANCE CORPORATION LIMITED, of Elizabethan Square, Xxxxxx Town, Grand
Cayman, (hereinafter "TCF") (together 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 8.8 that the Share Sale Agreement
could be modified by an instrument in writing signed by the duly authorised
representatives of the parties.
The Share Sale Agreement was amended to provide for a later completion date and
the consequences thereof by an Agreement to Amend Share Sale Agreement dated
November 29, 2002 (the "Amending Agreement").
The completion of the Share Sale Agreement as amended by the Amending Agreement
was made conditional on the happening of certain events on or before December
31, 2002, and the parties have agreed that the conditions precedent to the Share
Sale Agreement as amended by the Amending Agreement are unlikely to be satisfied
by that date and accordingly the parties have agreed to enter into this second
amending agreement to provide for a later completion date and the consequences
thereof.
NOW IT IS HEREBY AGREED as follows:-
1. Clause 3.3 of the Share Sale Agreement as amended by the Amending
Agreement is amended by the addition of the following:
a) after the end of Clause 0.0.0.0:
"3.3.1.4 US$6,693,000.00 if Completion is on or between lst
and 31st January, 2003."
b) after the end of Clause 0.0.0.0:
"3.3.2.4 US$7,442,000.00 if Completion is on or before 1st and
31st January, 2003."
2. Clauses 4.2, 4.3 and 5.1 of the Share Sale Agreement as amended by the
Amending Agreement are amended by deleting "December 31, 2002" wherever
it appears, and substituting therefor "January 31, 2003".
3. Clause 3.7 of the Share Sale Agreement as amended by the Amending
Agreement is amended by deleting "November 29, 2002" wherever it
appears and substituting therefor "December 31, 2002".
4. 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 and date first above
written.
SIGNED for and on behalf of )
Consolidated Water Co. Ltd )
by Xxxxxxx X. Xxxxxx )/s/ Xxxxxxx X. Xxxxxx
duly authorised and in the presence of: )--------------------------------------
Xxxxxxx X. Xxxxxx, Chairman of the
Board and Chief Executive Officer
/s/ Xxxxx Xxxxxx
---------------------------------------
Witness:
Witness Name: Xxxxx Xxxxxx
Address: P.O. Box 1114 GT, Grand Cayman
Occupation: Management Accountant
SIGNED for and on behalf of )
North-American Mortgage & Finance ) /s/ Xxxx Xxxx
Corporation by Xxxxxxxx Secretaries Limited )-----------------------------------
duly authorised and in the presence of: )Xxxx Xxxx, Director of Xxxxxxxx
Secretaries Limited,
Attorney-in-fact
/s/ Xxxxx Xxx
---------------------------------------
Witness:
Witness Name: Xxxxx Xxx
Address: X.X. Xxx 000 GT, Cayman Islands
Occupation: Legal Secretary
SIGNED for and on behalf of )
North-American Mortgage & Finance ) /s/ Xxxx Xxxx
Corporation by Xxxxxxxx Secretaries Limited )-----------------------------------
duly authorised and in the presence of: )Xxxx Xxxx, Director of Xxxxxxxx
Secretaries Limited,
Attorney-in-fact
/s/ Xxxxx Xxx
---------------------------------------
Witness:
Witness Name: Xxxxx Xxx
Address: X.X. Xxx 000 GT, Cayman Islands
Occupation: Legal Secretary
