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1.

Additional interest through the maturity of the entire debt due under the Debentures at a rate to be agreed to by the Company and the Committees;

 

 

2.

Issuance to the Debenture holders of listed warrants to purchase 23% (on a fully diluted basis) of Ampal's Class A stock;

3.

Providing security to the Debenture holders through security interests on Ampal's holdings and assets;

4.

Ampal’s controlling shareholder group will grant the Debenture holders a security interest up to a value of US$20 million on a portion of Ampal's controlling shareholder group’s interests in the Ethanol project in Colombia held by the controlling shareholder group (the "Ethanol Project");

5.

Ampal will be subject to several financial covenants, and will be prohibited from making new investments without the prior approval of the Debenture holders;

6.

Ampal will not pay Mr. Maiman, the Chairman, President and CEO of the Company and a member of Ampal's controlling shareholder group, any salary during the Postponement Period;

7.

Mr. Maiman will undertake to maintain the controlling shareholder’s group control of Ampal and reduce management fees by approximately 50%;

8.

The Debenture holders will receive a put option on the loan made by Ampal to the controlling shareholder group with regard to the Ethanol Project, permitting the Debenture holders to cause Ampal to call the loan or to sell the shares Ampal will own in the Ethanol Project to the controlling shareholder group for US$22.5 million (plus interest);

9.

Ampal's controlling shareholder group will contribute an additional amount of US$6 million, partly in cash and partly by transfer of assets, in consideration for the issuance of shares of Ampal’s Class A Stock;

10.

Debenture holders will have the right to appoint an observer to Ampal's board of directors meetings;

11.

Ampal will not pay dividends or other payments to its shareholders until 50% of the outstanding principal payments due to the Debentures have been repaid to the Debenture holders;

12.

Ampal’s general and administrative expenses during the Postponement Period will be reduced substantially, the specific amount to be agreed between the Company and the Committees; and

13.

The payments to Ampal’s unsecured financial creditors will be postponed for the Postponement Period and they will benefit from the same applicable terms as detailed in the Term Sheet.

 

 

 

 

 

 

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