Exhibit 2.3
AMENDMENT NO. 1
TO THE SALE AND PURCHASE 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 hereinafer 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 hereinafer as (the "Second Purchaser").
5. Xx. Xxxx Xxxxxx, an Egyptian national, holding national ID
No.25809011602892 issued June, 2002 resident at 000, Xx Xxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxx, Xxxxx (referred to hereinafer as "ZG"); and
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 hereinafer as ("the Company")
(All the above parties shall be collectively referred to as the "Parties")
WHEREAS, the Parties have entered into a Sale and Purchase Agreement dated June
5, 2008 (the "SPA"); and
WHEREAS, the Parties desire to amend the SPA 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 SPA.
1.2 The purpose of this amendment is to record the Parties' agreement to amend,
cancel certain provisions of the SPA only within the limits provided
hereunder, and is not intended to replace, terminate, and/or cancel the SPA
or any other terms, conditions, or provisions thereof, which have not been
explicitly altered hereunder.
1.3 This Amendment No. 1 shall become effective immediately on the date on
which it has been signed by the authorized representatives of the Parties
(the "Amendment No. 1 Effective Date").
ARTICLE 2
"Early Termination Date" as defined under the SPA shall be amended to read
as follows:
"Early Termination Date" means October 15, 2008, after which this
Agreement may be terminated in
accordance with Section 5.2 hereof
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 1 to the
SPA on the date and year first above written.
SELLERS
RIDGEWOOD NEAR EAST HOLDINGS LLC
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By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: president
RW EGYPTIAN HOLDINGS, LLC
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By: /s/ Xxxxxxx X. Xxxxxx
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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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