Exhibit10.1 LoanAgreement

 

 

This Loan Agreement is made this 5th  day of June, 2008.

 

By and Between:

 

1-

HORUS PRIVATE EQUITY FUND III L.P, a Cayman Islands Limited Partnership having its head office at c/o M&C Corporate Services Limited, P.O.Box 309G7 Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands (hereinafter referred to as the “Lender”).

 

 

and

 

2-

Ridgewood Egypt for Infrastructure LLC (“REFI”)  an Egyptian Limited Liability company, having its head office at 165, El Orouba Street, Heliopolis, Cairo, Egypt. (hereinafter referred to as the “Borrower”).

 

 

 

a)

The Lender has agreed to provide the Borrower with a loan of US$ 2 million.

 

b)

The Lender has agreed to make the loan available to the Borrower upon and subject to the terms and conditions of this Agreement.

 

Now, therefore, it is hereby agreed as follows:

 

1.

The Loan:

 

1.1

Upon and subject to the terms and conditions of this Agreement, the Lender agrees to lend and the Borrower agrees to borrow US$ 2,000,000.00 (the “Loan”).

 

1.2

The proceeds of the Loan shall be applied by the Borrower in or financing general corporate operations, including purchase of equipment and working capital.

 

	2.	Drawdown:
		Within ten days after the date of this Agreement, the Lender will advance the full amount of the Loan to the Borrower by issue transfer of immediately available funds to Borrower’s Bank, as follows:

 

 

		Commercial International Bank (Egypt) SAE CIB – ALNASR Building 14, Ramo Residential Area El Nasr Road – Nasr City - Cairo - Egypt Swift Code: CIB EEG CX020 For Credit to the Account of Ridgewood Egypt for Infrastructure Account No.:
	3.	Term and Interest; Repayment:

 

3.1

The term of this Agreement shall be two years starting on the date the Loan is made and ending on the second anniversary of the date the Loan is made (the “Maturity Date”).

 

3.2

The Borrower shall repay the Loan in monthly installments as follows:

 

(a)

For the first 90 days after the Loan is made, no payments are due;

 

(b)

Commencing on the 120th day after the Loan is made, and continuing on the same day of each month thereafter for the succeeding 17 months, the Borrower shall pay monthly installments in the amount of US$ 123,117. This payment amount represents the amount of constant blended payments of principal and interest necessary to amortize the principal amount of US$ 2,050,000 over 18 months with interest at 10% per annum.

 

3.2.1

The Loan may be prepaid in whole or in part at any time without penalty.

 

4.

Payment Instructions:

 

4.1

All payments to be made by the Borrower hereunder shall be made in US$ on the due date by transfer of immediately available funds to the Lender’s following account:

 

	Bank Name	: Arab African International Bank
	Address	: 5 Midan Al Saray Al Koubra – Garden City
	Account Name	: Horus Private Equity Fund III LP
	Account Number	:
	Swift Code	: ARAIEGCX

 

 

5.

Acceleration of the Loan:

In the event that the Borrower shall fail to make full payment of the amounts of principal and interest on the Loan when due as set forth in Section 3.3(b) above for two consecutive months, then the Lender may, by written notice to the Borrower, accelerate the Maturity Date of the Loan to the date of such written notice from Lender to Borrower.  Upon any such acceleration by the Lender, the total outstanding amount of principal of the Loan shall become immediately due and payable, together with any amount of interest thereon accrued through the date of such notice of acceleration.

 

6.

Representation and Warranties:

 

The Borrower hereby makes the following representations and warranties for the benefit of the Lender.

 

 

7.2

This Agreement, when duly executed and delivered hereunder will constitute, the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms.

 

7.3

The making, delivery and performance of this Agreement does not and will not violate in any respect any provision of (i) any law or regulation or any order or decree of any governmental authority or agency or of any court or (ii) any mortgage, contract or other understanding to which the Borrower is a party or which is binding upon the Borrower.

 

7.

General Provisions:

 

7.1

Any notice communication under this Agreement shall be legally binding if sent in writing to the addresses given herein, unless such address has been changed and the other party has been given notice by registered mail of such change of address.

 

If to the Borrower   Ridgewood Egypt for Infrastructure LLC 165 El Orouba St. Heliopolis, Cairo, Egypt Attn: Mr. Zaki Girges (with a copy to) Ridgewood Renewable Power LLC 947 Linwood Avenue Ridgewood, New Jersey 07450 U.S.A. Attn:  Robert E. Swanson, Chairman

If to the Lender   Horus Private Equity Fund III, L.P c/o M&C corporate Services Limited P.O.Box 309G7, Ugland House South Church Street, George Town Grand Cayman, Cayman Islands

 

8.

Counterparts:

 

	This Agreement has been drawn in two copies, each has the same force and effect.
	First Party		Second Party
	The Lender		The Borrower
	By:  /s/ Horus Private Equity Fund III		By:   /s/ Zaki Yousif Girges
	Name:   Samer Yassa		Name: Zaki Yousif Girges
	Title:  Director		Title: Manager