EXHIBIT 2.6
DATED: NOVEMBER 29, 2002
AGREEMENT TO AMEND SHARE SALE AGREEMENT
BETWEEN
CONSOLIDATED WATER CO. LTD.
AND
NORTH-AMERICAN MORTGAGE & FINANCE CORPORATION
AND
TRANSCONTINENTAL FINANCE CORPORATION LIMITED
CHARLES ADAMS, RITCHIE & DUCKWORTH
ZEPHYR HOUSE
P.O. BOX 709 GT
MARY 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. NORTH-AMERICAN MORTGAGE & FINANCE CORPORATION OF Elizabethan Square,
George Town, Grand Cayman (hereinafter "NAMF") and TRANSCONTINENTAL
FINANCE CORPORATION LIMITED, OF Elizabethan Square, George 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 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 a later completion date and the
consequences thereof.
NOW IT IS HEREBY AGREED as follows:
1. Clause 3.3 of the Share Sale Agreement is amended by the addition of
the following:
a) after the end of Clause 3.3.1.2:
"3.3.1.3 US$6,559,000.00 if Completion is on or
between 1st and 31st December, 2002."
b) after the end of Clause 3.3.2.2:
"3.3.2.3 US$7,166,000.00 if Completion is on or
before 1st and 31st December, 2002."
2. Clauses 4.2, 4.3 and 5.1 of the Share Sale Agreement are amended by
deleting "November 29, 2002" wherever it appears, and substituting
therefor "December 31, 2002".
3. The Share Sale Agreement is amended by adding the following clauses
after clause 3.6:
"3.7 Only in the event that the "Actual Gross Equity of OCC" and
the "Actual Gross Equity of OCBVI" have not been agreed or
determined pursuant to clause 3.2 within 2 Business Days prior
to Completion, then the amount of cash payable at Completion
by the Purchaser to TCP shall be an initial payment (the
"Initial Payment") being the Cash Consideration that would
have been payable had Completion taken place on 29st November,
2002.
3.8 In the event that clause 3.7 becomes applicable, within 5
Business Days after 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 or otherwise agreed between the parties an adjusting
payment, calculated as the Cash Consideration less the
Initial Payment (the "Adjusting Payment"), shall be made by
the Purchaser to TCF, if the Adjusting Payment is a positive
amount, or by the Vendors to the Purchaser, if the Adjusting
Payment is a negative amount. OCC's Auditors and OCBVI's
Auditors shall determine "Actual Gross Equity of OCC" and the
"Actual Gross Equity of OCBVI" respectively within 60 days of
Completion unless the parties have already agreed the amounts
of "Actual Gross Equity of OCC" and the "Actual Gross Equity
of OCBVI" between themselves."
4. The Share Sale Agreement is amended by inserting in clause 5.9.1 after
"Cash Consideration" the words "or the Initial Payment as calculated
pursuant to clause 3.7, 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 and date first above
written.
SIGNED for and on behalf of )
Consolidated Water Co. Ltd )
by Jeffrey M. Parker )
duly authorised and in the presence of: ) /s/ Jeffrey M. Parker
----------------------------------
Jeffrey M. Parker, Chairman of the
Board and Chief Executive Officer
/s/ Frederick W. McTaggart
- --------------------------------------------
Witness
Witness name: Frederick W. McTaggart
Address: P.O. Box 1114 GT, Cayman Islands
Occupation: President, CWCO
SIGNED for and on behalf of )
North-American Mortgage & Finance )
Corporation by James L. Gibbons )
duly authorised and in the presence of: ) /s/ James L. Gibbons
--------------------------------------
James L. Gibbons, Director
Witness: /s/ Theresa S. Ebbin
---------------------------------
Witness name Theresa S. Ebbin
Address: 21 Reid Street, Hamilton, Bermuda
Occupation: Executive Assistant
SIGNED for and on behalf of )
Transcontinental Finance Corporation )
Limited by James L. Gibbons )
duly authorised and in the presence of: ) /s/ James L. Gibbons
------------------------------------
James L. Gibbons, Director
Witness: /s/ Theresa S. Ebbin
---------------------------------
Witness name Theresa S. Ebbin
Address: 21 Reid Street, Hamilton, Bermuda
Occupation: Executive Assistant