ex10_1.htm


    Exhibit
10.1

    Loan
Agreement

     

    


     

    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”).

              

            


    

     

    First
Party

     

    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”).

                

              

            


    

     

    
    

    Second
Party

     

    Whereas:

     

    
      	
            	
              
                
                  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


    

     

    
    

    
      
        	 	
                Correspondent in USD
      JP Morgan New York

              
	 	Swift
      Code 	: CHAS US
    33
	 	Account
      No.  	:
  


      

       

      
        	
              	
                
                  
                    4.2

                  

                

              	
                
                  
                    
                      Whenever
      any payment hereunder, shall become due on a day which is not a business
      day, the due date thereof shall be extended to the next succeeding
      business day unless such business day falls in the next calendar month, in
      which event such due date shall be the immediately preceding business day.
      During any extension of the date for payment, interest shall be payable on
      the amount due at the rate payable on such due
      date.

                    

                  

                

              


      

       

    

    
      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

    

     

    
      	
               
      

            	
              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.

     

    
    

    
    

    
      	
            	
              7.1 

            	
              The Borrower has the power to enter into and
      perform this Agreement and to borrow
hereunder.

            


    

     

    
      	
            	
              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

                  

                

              

            


    

     

    
      
        	
              	
                
                  7.2

                

              	
                
                  This
      Agreement shall be governed by Egyptian Law and any dispute arising
      thereunder shall be subject to the jurisdiction of the Cairo
      courts.

                

              


      

       

    

    
      	
               
      

            	
              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