Exhibit 10.2
Exhibit A
NEITHER THIS NOTE NOR THE SECURITIES
ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES
LAWS, AND MAY NOT BE RESOLD OR TRANSFERRED, IN WHOLE OR IN PART,
UNLESS REGISTERED OR EXEMPT FROM REGISTRATION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND ALL APPLICABLE STATE SECURITIES
LAWS.
CONVERTIBLE PROMISSORY
NOTE
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November ___, 2006
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$20,000,000
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New York, New York
FOR VALUE RECEIVED, Ampal-American
Israel Corporation, a New York corporation (the “
Company ”), having an address at 111 Arlozorov Street,
Tel Aviv 62098 Israel, DOES HEREBY PROMISE TO PAY to Merhav
(m.n.f.) Ltd, (the “ Holder ”), at 33 Havatzelet
Hasharon Street, Herzlia, Israel, or at such other place as the
Holder may from time to time designate in writing, the principal
sum of $20,000,000, in one or more installments due on the earlier
of (i) the date on which the Holder demands payment of the Balance
(or a potion thereof) by written notice to the Company (such notice
to be delivered 5 days prior to any date set forth for payment of
the Balance (or such portion thereof) in such notice) or (ii)
August __, 2007 (the “ Maturity Date ”),
together with interest (computed on the basis of a 360-day year of
twelve 30-day months) accrued from the date hereof through the date
on which the outstanding principal amount of this Convertible
Promissory Note (this “ Note ”) is repaid in
full, on the unpaid principal amount hereof from time to time
outstanding, at a rate per annum equal to the LIBOR Rate, payable
in cash, pursuant and subject to the terms and conditions of this
Note. Capitalized terms used herein but not defined herein shall
have the meaning set forth in the Stock Purchase Agreement, dated
as of November 28, 2006, between the Company and Merhav (m.n.f.)
Ltd. For purposes hereof, (i) “LIBOR Rate” means the
six month London Interbank Offered Rate (LIBOR) published in the
Wall Street Journal on the first Business Day of each LIBOR Period
(as defined below) (or, if such rate is not published in the Wall
Street Journal, another publication providing rate quotations
comparable to those currently provided in the Wall Street Journal
or such other comparable rate, in each case, as the Holder shall
determine in good faith and inform the Company thereof), and (ii)
“LIBOR Period” means, initially, from the date hereof
through the date six months from the date hereof, and subsequently,
each six month period commencing on the day after termination of
the prior LIBOR Period. “Business Day” means any day
other than a Saturday or Sunday or other day on which commercial
banks in New York, New York or Tel Aviv, Israel are authorized or
required by law to close.
1.
Prepayment . The unpaid principal of, and accrued and unpaid
interest on, this Note (the “ Balance ”) may be
prepaid, in whole or in part, at any time by the
Company.
2.
Conversion . On or before the Maturity Date (but after the
date on which the approval of the issuance of any Class A Shares,
par value $1.00 per share of the Company (the “ Class A
Stock ”) by the Company’s shareholders has been
obtained), the Holder may notify the Company,
from time to time, in writing by
delivering a notice to the Company (a “ Conversion
Notice ”) that it has elected to have the Company pay the
Balance, or a portion of the Balance, by delivery of shares of
Class A Stock as provided herein. Upon the delivery of the
Conversion Notice, the Balance, or such portion of the Balance as
set forth in such Conversion Notice, shall be converted into shares
of Class A Stock, par value $1.00 per
