EXHIBIT 2.3
DATED: December 30, 2002
SECOND 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
SECOND AGREEMENT TO AMEND SHARE SALE AGREEMENT
THIS SECOND AGREEMENT TO AMEND SHARE SALE AGREEMENT is made this 30th 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) 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 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 the later completion date and the consequences
thereof.
NOW IT IS HEREBY AGREED as follows:-
1. Clauses 4.2, 4.3 and 5.1 of the Share Sale Agreement as amended by the
Amending Agreement are each amended by deleting "December 31, 2002",
wherever it appears, and substituting therefor "January 31, 2003".
2. Clause 3.8 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".
3. Except as expressly modified by this Agreement, the Share Sale
Agreement as amended by the Amending 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/ Xxxxx Xxxxxx ) /s/ Xxxxxxx X. Xxxxxx
------------------------------- )---------------------------------------
Witness: Xxxxx Xxxxxx Chairman & C.E.O.
P.O. Box 1114 GT,
Grand Cayman
Management Accountant
SIGNED by the Vendors )
in the presence of: )
)
)
/s/ Xxxxxx Xxxxxxx ) /s/ Xxxxxxx X. Xxxxxxx
------------------------------- ) --------------------------------------
Witness: Xxxxxx Xxxxxxx Xxxxxxx X. Xxxxxxx
Grand Cayman
SIGNED by the Vendors )
in the presence of: )
)
)
/s/ Xxxxx Xxxxxxx ) /s/ Xxxxxxxx X. Xxxxxxx
------------------------------- )---------------------------------------
Witness: Xxxxx Xxxxxxx Xxxxxxxx X. Xxxxxxx
00 Xxxxx Xxxx
Xxxxx XX00
Xxxxxxx
