Exhibit 2.5
AMENDMENT NO.2
TO THE ESCROW AGREEMENT
DATED June 5, 2008
This Amendment is made on September 9, 2008 by and between:
1 Ridgewood Near East Holdings, LLC, a limited liability company, established
and organized under the laws of Delaware, having its registered offices at
000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxxxx 00000, represented herein by Xx.
Xxxxxxx X. Xxxxxx, in his capacity as the legal representative of Ridgewood
Near East Holdings;
2. RW Egyptian Holdings, LLC, a limited liability company, established and
organized under the laws of New Jersey, having its registered offices at
000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxxxx 00000, represented herein by Xx.
Xxxxxxx X. Xxxxxx, in his capacity as the legal representative of Ridgewood
Egyptian Holdings;
(collectively, the "First Party" or "Sellers"); and
3. Horus Private Equity Fund III L.P., a Cayman Islands Limited Partnership
having its registered office at c/o M&C Corporate Services Limited, X.X.Xxx
309G7 Xxxxxx House, South Church Street, Georgetown, Grand Cayman, Cayman
Islands, managed by EFG-Hermes Private Equity and represented herein by Xx.
Xxxxx X. Xxxxx in his capacity as the legal representative of the fund,
referred to hereinafter as (the "Second Party" or "First Purchaser"); and
4. Mariridge for Infrastructure Projects, an Egyptian joint stock company,
whose registered office is at 26 Helmy Abd El Atti Street, Nasr City,
Cairo, Egypt, represented herein by Xx. Xxxx Xxxxxx, the Company's legal
representative, referred to hereinafter as (the "Second Purchaser").
5. HSBC Egypt, an Egyptian bank, with its head office located at 306 Xxxxxxx
El Nil, Maadi, registered with the Commercial Register under No. 218992,
and represented herein by Mr. Amr Tharwat, in his capacity as the legal
representative of the bank, referred to hereinafter as (the "Escrow
Agent").
6. Ridgewood Egypt for Infrastructure Projects LLC, an Egyptian limited
liability company, commercial register No. 327201 issued on November 11,
1999, whose registered office is at 000 Xx Xxxxxx Xxxxxx, Xxxxxxxxxx,
Xxxxx, Xxxxx, represented herein by Xx. Xxxx Xxxxxx, in his capacity as the
General Manager, referred to hereinafter as ("the Company")
(All the above parties shall be collectively referred to as the "Parties")
WHEREAS, the Parties have entered into an Escrow Agreement dated June 5, 2008
(the "Escrow Agreement" and its Amendment No. 1 dated July 2008); and
WHEREAS, the Parties desire to amend the Escrow Agreement on the terms set forth
herein;
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants
hereinafter set forth, the Parties hereto agree as follows:
ARTICLE 1
DEFINITION AND INTERPRETATION
1.1 Unless otherwise specifically defined herein, capitalized terms shall have
the same meaning assigned to them under the Escrow Agreement.
1.2 The purpose of this amendment is to record the Parties' agreement to amend,
cancel certain provisions of the Escrow Agreement only within the limits
provided hereunder, and is not intended to replace, terminate, and/or
cancel the Escrow Agreement or any other terms, conditions, or provisions
thereof, which have not been explicitly altered hereunder.
1.3 This Amendment No. 2 shall become effective immediately on the date on
which it has been signed by the authorized representatives of the Parties
(the "Amendment No. 2 Effective Date").
ARTICLE 2
AMENDMENT OF ARTICLE 3.2
Article 3.2 of the Escrow Agreement shall now read:
Upon delivery of the Escrow Agent Certificate and the documents described
in Annex A, the Escrow Agent shall make deliveries as follows: (i) the
Purchase Price deposited in the Escrow Account shall be delivered to the
Sellers or a designee thereof; (ii) the Second Purchaser Payment shall be
delivered to the Second Purchaser and (iii) the documents described in
Annex A shall be delivered to the First Purchaser.
In this event the Escrow Agent shall, simultaneously with payment of the
Share Purchase Price and the Loan Purchase Price to the Sellers and the
Second Purchaser Payment to the Second Purchaser, pay the interest accrued
on the Purchase Price, and the Second Purchaser Payment to the First
Purchaser.
In such event, the payment to the Sellers of the Purchase Price shall be on
the following account(s):
- USD 27,500,000 by wire transfer to Ridgewood Renewable Power LLC. In:
Account Name: Ridgewood Renewable Power LLC Oper
Account No.: 2079950092650
Bank Name: Xxxxxxxx Xxxx
Xxxxxx, XX
XXX (xxxx) 000000000
XXX (XXX) 000000000
and the Second Purchaser Payment shall be paid to the Second Purchaser
on the following account:
- USD 2,000,000 to:
Commercial International Bank (Egypt) SAE
0, Xxxxx Xxxxxx (xxx Xx Xxxxxx Xx.)
Xxxxxxxxxx - Xxxxx - Xxxxx
Swift code: XXXXXXXX000
For Credit to the Account of Zaki Xxxxxx Xxxxxx
Account No.: 8180300017
Notwithstanding the foregoing, the Escrow Agent shall immediately and
automatically return the Share Purchase Price, the Loan Purchase Price and
the Second Purchaser Payment, with any incurred interest thereon to the
First Purchaser on October 15, 2008, without receipt of the Escrow Agent
Certificate and the documents listed in Annex A of this Agreement, unless
it has received written instructions signed by the Second Purchaser and the
First Purchaser advising the Escrow Agent to act otherwise. In such event,
return of the Purchase Price and the Second Purchaser Payment to the First
Purchaser in addition to any interest accrued thereon shall be made by the
Escrow Agent to the First Purchaser on the 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 :570048
Swift Code :XXXXXXXX
Correspondent in USD XX Xxxxxx New York
Swift Code :XXXX US 33
Account No. :400-053101
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to the
Escrow Agreement on the date and year first above written.
ESCROW AGENT
By: /s/ Amr Tharwat
-------------------
Name: Amr Tharwat
Title: Group Head - Corporate Banking
SELLERS
RIDGEWOOD NEAR EAST HOLDINGS LLC
================================
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
RW EGYPTIAN HOLDINGS, LLC
=========================
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
FIRST PURCHASER
By: /s/ Horus Private Equity Fund III, LP
-----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Director
SECOND PURCHASER
By: /s/ Xxxx Xxxxxx Girges
--------------------------
Name: Xxxx Xxxxxx Xxxxxx
Title: Manager
RIDGEWOOD EGYPT FOR INFRASTRUCTURE LLC
======================================
By: /s/ Xxxx Xxxxxx Girges
--------------------------
Name: Xxxx Xxxxxx Xxxxxx
Title: Manager
XX. XXXX XXXXXX
===============
Name: Xxxx Xxxxxx Xxxxxx
Signature: /s/ Xxxx Xxxxxx Girges
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