EX-4.2






EXHIBIT 4.2




DEED OF AMENDMENT OF OPTION DEED




THIS DEED is made the 8th day of August, 2005



	 	 	 
	BETWEEN:

	 	CONSOLIDATED WATER CO. LTD. (formerly CAYMAN WATER COMPANY

LIMITED), a Cayman Islands company having its registered

office at Regatta Office Park, Windward Three, Fourth

Floor, P.O. Box 1114 GT, Grand Cayman, Cayman Islands.

(the “Company”)
	 
	 	 
	AND:

	 	AMERICAN STOCK TRANSFER & TRUST COMPANY of 40 Wall Street,

New York, New York 10005, United States of America (the

“Option Agent”)






RECITALS:-




	 	(1)	 	By an Option Deed dated as of August 6, 1997 (the “Option Deed”) the Directors of the
Company granted to the holders of its Ordinary and Redeemable Preference Shares at any time
before the Distribution Date options to subscribe for one one-hundredth of a Class B Share
for each Ordinary or Redeemable Preference Share held (as that number may afterwards be
adjusted pursuant to Section 11(b) of the Option Deed) on the terms set out in the Option
Deed;






	 	(2)	 	Under Section 26 of the Option Deed the Company and the Option Agent are empowered on
the Company’s direction to amend the Option Deed before the Distribution Date without the
approval of the holders of the certificates representing Ordinary Shares and Redeemable
Performance Shares; and






	 	(3)	 	The Distribution Date has not yet occurred.





NOW THIS DEED WITNESSES as follows:




	 	(1)	 	For the purposes of this Deed:-






	 	 	 	(i.) capitalized words not otherwise defined in it have the meanings
assigned to them in the Option Deed; and






	 	 	 	(ii.) references to Sections and paragraphs are references to Sections and
paragraphs of the Option Deed;






	 	(2)	 	The Company and the Option Agent AMEND the Option Deed as follows:-






	 	 	 	(i.) by deleting the expression “US$37.50” where it appears in:






	 	a.	 	Section 7, paragraph (b); and






	 	b.	 	Exhibit B; and






	 	c.	 	the first paragraph of Exhibit C and substituting
therefor in each case the expression “US$100.00”; and






	 	 	 	(ii.) by deleting the sixth paragraph of Exhibit C and substituting therefor
the following:-






“For example, at an exercise price of US$100.00 per Option, each Option not owned
by an Acquiring Person (or by certain related parties) following an event set out
in the preceding paragraph would entitle its holder to purchase US$100.00 worth
of Ordinary Shares (or other consideration, as noted above) for US$100.00.
Assuming that the Ordinary Shares had a per share value of US$100.00 at such
time, the holder of each valid Option would be entitled to purchase 10 Ordinary
Shares for US$100.00.”




	 	(3)	 	In all other respects the Company and the Option Agent confirm the Option Deed.





IN WITNESS WHEREOF, the parties have caused this Deed to be duly executed and delivered as such as
of the day and year first above written.



	 	 	 	 	 
	EXECUTED as a deed and delivered )
	 	CONSOLIDATED WATER CO. LTD.

	on behalf of CONSOLIDATED WATER )
	 	 	 	 
	CO. LTD. by Raymond Whittaker, Director )
	 	 	 	 
	in the presence of:- )
	 	 	 	 
	Brent Santha, Company Secretary )
	 	 	 	 
	)
	 	Per_/s/ Raymond Whittaker_

	)
	 	Director

	_/s/ Brent Santha )
	 	 	 	 
	 
	 	 	 	 
	Witness
	 	 	 	 
	EXECUTED as a deed and delivered )
	 	AMERICAN STOCK TRANSFER &

	on behalf of AMERICAN STOCK )
	 	TRUST COMPANY

	TRANSFER & TRUST COMPANY by )
	 	 	 	 
	Herbert J. Lemmer, Vice-President )
	 	 	 	 
	in the presence of:- )
	 	 	 	 
	)
	 	Per_/s/ Herbert J. Lemmer_

	)
	 	Vice President

	_/s/ Isaac Kagan )
	 	 	 	 
	 
	 	 	 	 
	Witness