10-K










Exhibit 10.L  







OMNIBUS AGREEMENT 



among 



MERHAV AMPAL ENERGY
LIMITED 



AND 



MERHAV (M.N.F.) LIMITED 



dated as of December 1,
2005 

















TABLE OF CONTENTS 






				Page(s)

				
				
				
				
	 ARTICLE I DEFINITIONS	2 
	 			
	 ARTICLE II TRANSACTIONS	5 
	 	2.1 	Purchase of Initial Shares	5 
	 	2.2 	Nominee Agreement	5 
	 	2.3 	Purchase of Shares	5 
	 	2.4 	Purchase Price Adjustment	6 
	 	2.5 	Put Option	6 
	 	 	 	 
	 ARTICLE III SELLER'S REPRESENTATIONS AND WARRANTIES	7 
	 	3.1 	Existence; Authority; Enforceability	7 
	 	3.2 	The Shares	7 
	 	3.3 	Absence of Conflicts	7 
	 	3.4 	Compliance With Law; Consents	7 
	 	3.5 	Fees	8 
	 	3.6 	Disclosure	8 
	 	 	 	 
	 ARTICLE IV COVENANTS	8 
	 	4.1 	Exclusivity	8 
	 	4.2 	Tag Along	9 
	 	4.3 	Due Diligence	9 
	 	4.4 	Payment of Current Capital Call	9 
	 	4.5 	Limitation on Certain Representations	9 
	 	4.6 	Further Assurances	10 
	 	 	 	 
	 ARTICLE V SURVIVAL	10 
	 	5.1 	Survival	10 
	 	 	 	 
	 ARTICLE VI MISCELLANEOUS	10 
	 	6.1 	Governing Law	10 
	 	6.2 	Arbitration	10 
	 	6.3 	Severability	10 
	 	6.4 	Interpretation	10 
	 	6.5 	Costs and Expenses	11 
	 	6.6 	Notices	11 
	 	6.7 	Counterparts	12 
	 	6.8 	Entire Agreement	12 
	 	6.9 	No Third Party Rights; Assignment	12 
	 	6.10	Waivers and Amendments	12 







ii










OMNIBUS AGREEMENT 



        OMNIBUS
AGREEMENT (this “Agreement”), dated as of December 1, 2005, by and among
Merhav (m.n.f) Limited, a company organized under the laws of the State of Israel
(“Seller”), and Merhav Ampal Energy Limited, a company organized under
the laws of the State of Israel (“Purchaser”) (each, a
“Party” and, collectively, the “Parties”). 



RECITALS 



        WHEREAS,
Purchaser owns 15,000 shares (the “Shares”) of East Mediterranean Gas Co.
S.A.E., an Egyptian stock company (“EMG”), representing 25% of the issued
and outstanding capital stock of EMG; 



        WHEREAS,
Seller offered Purchaser the opportunity to purchase all or part of the Shares; 



        WHEREAS, Purchaser
requires additional time to complete due diligence with respect to EMG and Seller’s
ownership of the Shares before making a final determination with respect to the purchase
the Shares, and Seller and Purchaser need additional time to negotiate the price and terms
of such a purchase; 



        WHEREAS,
Seller has informed Purchaser that the shareholders of EMG are subject to a capital call
(the “Current Capital Call”) pursuant to which Seller, to maintain its
interest in EMG, will be required to contribute capital to EMG; 



        WHEREAS,
Seller has informed Purchaser that it may seek other purchasers of the shares; 



        WHEREAS, after
initial review, Purchaser has determined it is in its best interest to preserve the
opportunity to purchase the Shares pending completion of its due diligence; 



        WHEREAS,
to preserve the opportunity to purchase the Shares, Purchaser has agreed to purchase, and
Seller has agreed to sell, the beneficial ownership in 1200 shares of EMG (such shares
representing approximately 2% of the issued and outstanding capital stock of EMG) (the
“Initial Shares”), while the Parties continue to negotiate an agreement
to purchase the Shares; 



        WHEREAS,
the purchase of the Initial Shares will be subject to (a) a downward purchase price
adjustment based on any final negotiated purchase price for the Shares that is lower than
the purchase price for the Initial Shares herein and (b) Purchaser’s right to cause
under certain circumstances (including Purchaser not being satisfied with its due
diligence) Seller to repurchase the Initial Shares; and 



        WHEREAS,
the Parties will consummate certain additional transactions and enter into certain other
Transaction Documents (as hereinafter defined) in connection herewith. 



        NOW,
THEREFORE, in consideration of the aforesaid premises and of the mutual representations,
warranties and covenants contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as
follows: 



1











ARTICLE I



DEFINITIONS 



        The
following terms shall have the following meanings for purposes of this Agreement: 



        “Affiliate”
means (i) with respect to any Person, a Person that controls, is controlled by, or is
under common control with such Person (it being understood, that a Person shall be deemed
to “control” another Person, for purposes of this definition, if such Person
directly or indirectly has the power to direct or cause the direction of the management
and policies of such other Person, whether through holding ownership interests in such
other Person, through agreements or otherwise); and (ii) with respect to any natural
Person, (1) any parent, grandparent, sibling, child or spouse of such natural Person, or
other Person related by marriage to any such Persons, (2) any trust established for
the benefit of such natural Person or any Affiliate of such natural Person or (3) any
executor or administrator of the estate of such natural Person. 



        “Agreement”
has the meaning set forth in the Preamble. 



        “Authority” means
any governmental, judicial, legislative, executive, administrative or regulatory authority
of Egypt, Israel, the United States or any state, local, provincial or foreign government
or any subdivision, agency, commission, office or judicial, administrative or regulatory
authority thereof. 



        “Business
Day” means any day other than a Saturday, Sunday or a day on which banking
institutions in New York, New York, Israel or Egypt are authorized or obligated by law or
executive order to close. 



        “Charter
Documents” means any by-laws, charter, memorandum, certificate of incorporation,
articles of association and any other similar constitutive or governing documents. 



        “Consent”
means any consent, waiver, approval, authorization, exemption, registration, permit,
license or declaration of or by any Person or any Authority, or expiration or termination
of any applicable waiting period under any Legal Requirement, that is required with
respect to any Party in connection with (i) the execution and delivery of this Agreement
or any other Transaction Document or (ii) the consummation and performance of any of the
transactions provided for hereby or thereby. 



        “Contract”
or “Contracts” means any and all contracts and agreements, including
those that are franchises, warranties, understandings, arrangements, leases, licenses,
registrations, authorizations, mortgages, bonds, notes and other instruments (whether
written or oral). 



        “Current
Capital Call” has the meaning set forth in the Recitals. 



        “Definitive
Documentation” has the meaning set forth in Section 2.4. 



2










        “Initial
Shares” has the meaning set forth in the Recitals. 



        “Definitive
Per Share Purchase Price” has the meaning set forth in Section 2.4. 



        “EMG”
has the meaning set forth in the Recitals. 



        “Initial
Per Share Purchase Price” has the meaning set forth in Section 2.4. 



        “Judgments”
means any and all judgments, orders, writs, directives, rulings, decisions, injunctions,
decrees, settlement agreements or awards of any Authority or arbitrator. 



        “Legal
Requirements” means any and all (i) laws, ordinances and regulations, whether
federal, provincial, state or local, of Israel, Egypt, the United States, or any other
applicable jurisdiction; (ii) codes, standards, rules, requirements and criteria issued
under any laws, ordinances and regulations, whether federal, provincial, state or local of
Israel, Egypt, the United States or any other applicable jurisdiction; and
(iii) Judgments. 



        “Liabilities”
means any obligation, liability, or indebtedness of any kind, character or description,
whether absolute, contingent, accrued, liquidated, unliquidated, known, unknown, executory
or otherwise. 



        “Lien”
means any mortgage, pledge, hypothecation, charge, assignment, deposit arrangement,
encumbrance, security interest, lien, fiduciary assignment and any security or similar
agreement of any kind or nature whatsoever. 



        “Necessary
Action” means, with respect to a result required to be caused, all actions (to
the extent such actions are permitted by applicable Legal Requirements) reasonably
necessary to cause such result. 



        “Nominee
Agreement” means the Nominee Agreement, dated as of the date hereof, between
Seller and Purchaser. 



        “Option
Termination Date” has the meaning set forth in Section 2.3. 



        “Party”
or “Parties” has the meaning set forth in the Preamble. 



        “Person”
means an individual, corporation, partnership, trust, limited liability company, a branch
of any legal entity, unincorporated organization, joint stock company, joint venture,
association or other entity, or any government, or any agency or political subdivision
thereof. 



        “Preamble”
means the preamble to this Agreement. 



        “Proceeding”
means any action, suit, charge, hearing, claim or legal, administrative, arbitration or
other alternative dispute resolution proceeding or investigation. 



        “Pipeline”
means the proposed pipeline to be built by EMG from El-Arish, Egypt to Ashkelon, Israel,
and any future locations. 



        “Put”
shall have the meaning set forth in Section 2.5. 



3










        “Put
Closing” shall have the meaning set forth in Section 2.5. 



        “Put Notice”
shall have the meaning set forth in Section 2.5. 



        “Put
Price” means, with respect to any date of determination, the amount set forth in
the following table and any amounts of additional capital calls (if any) contributed by
Purchaser on account of the Initial Shares in accordance with the provisions of the
Nominee Agreement: 




	On or Prior to:
	Amount

	 	
		
		
		
	May 31, 2006	$30,377,500 
	  	 
	November 30, 2006	$30,795,000 
	  	 
	May 31, 2007	$31,212,500 
	  	 
	November 30, 2007	$31,630,000 
	  	 
	May 31, 2008	$32,047,500 
	  	 
	November 30, 2008	$32,465,000 






        “Purchase
Price” has the meaning set forth in Section 2.1. 



        “Purchaser”
has the meaning set forth in the Preamble. 



        “Recitals”
means the recitals to this Agreement. 



        “Sale
Notice” has the meaning set forth in Section 4.2. 



        “Seller”
has the meaning set forth in the Preamble. 



        “Shares” has
the meaning set forth in the Recitals. 



        “Tag-Along
Notice” has the meaning set forth in Section 4.2. 



        “Tag-Along Shares”
has the meaning set forth in Section 4.2. 



        “Third-Party”
has the meaning set forth in Section 4.2. 



        “Transaction
Documents” means each of this Agreement, the Nominee Agreement and any other
agreement, certificate or instrument delivered pursuant to any of the foregoing. 



        “Transfer”
means, whether voluntary or involuntary, any transfer, assignment (including any fiduciary
assignment), conveyance, sale, pledge or hypothecation. 



        “Transfer
Instruments” has the meaning set forth in Section 2.1. 






        “Valuation
Report” has the meaning set forth in Section 3.6. 



4











ARTICLE II



TRANSACTIONS 



     2.1        Purchase
of Initial Shares.  



		    (a)        On
the date hereof, Seller shall sell to Purchaser, and Purchaser shall purchase from
Seller, the beneficial ownership in the Initial Shares, for the purchase price specified
in Section 2.1(c). Seller shall deliver to Purchaser, against payment of the Purchase
Price, such instruments of transfer (“Transfer Instruments”) reasonably
requested by Purchaser to evidence the sale, transfer and assignment of the beneficial
ownership of the Initial Shares from Seller to Purchaser. Any transfer or similar taxes
shall be the responsibility of Seller. Except pursuant to Section 6 of the Nominee
Agreement, or during the existence of a default by Seller in payment of the Put Price
when due, the Purchaser hereby covenants and agrees not to seek or take any action to
register the Initial Shares in its name on the registry of EMG.  







		    (b)        The
closing of the purchase and sale of the Shares (the “Closing”) shall take place
on the date hereof at the offices of Seller, 33, Havazelet Hasharon St., Herzliya Pituah,
Herzliya 46105, Israel.  







		    (c)        The
aggregate purchase price for the Initial Shares shall be $29,960,000 (the “Purchase
Price”). The Purchase Price shall be paid on the date hereof by Purchaser to
Seller, or to its order, by wire transfer of immediately available funds to an account or
accounts of Seller at the bank or banks specified by Seller in writing. The Purchase
Price is subject to adjustment in accordance with Section 2.4.  







    2.2        Nominee
Agreement. Seller and Purchaser shall enter into the Nominee Agreement which shall
set forth the agreements between the Parties with respect to, among other things, (i)
Seller’s holding of the Initial Shares on behalf of and for the benefit of
Purchaser; (ii) capital calls by EMG; (iii) voting of the Initial Shares; (iv) payment of
dividends and other distributions from EMG; (v) Purchaser’s right to receive
additional shares of EMG from Seller in consideration for Purchaser making certain
capital contributions to EMG; and (vi) the transfer and registration of the Shares.
Seller shall deal with the Initial Shares as provided in the Nominee Agreement.  



    2.3        Purchase
of Shares. (a) The Parties hereby agree to use their good faith efforts to negotiate
the terms and/or structure of, and Definitive Documentation relating to, the sale and
purchase of the remaining Shares whether directly or by joint ownership of MAE, all as
will be discussed and agreed between the Parties. Although the Parties hereby agree to
enter into negotiations relating to the sale and purchase of the remaining Shares, the
Parties acknowledge (i) that neither this Agreement, the Nominee Agreement nor any other
Transaction Document bind the Parties to sell or purchase, as the case may be, the
remaining Shares (except to the extent Purchaser has a right to additional Shares of EMG
in connection with making of required capital contributions to EMG pursuant to a capital
call) and (ii) that only the Definitive Documentation shall be binding on a Party with
respect to either the sale or purchase of the remaining Shares. For the avoidance of
doubt, this foregoing limitation on the binding nature of this Agreement applies only to
this Section 2.3(a) and the obligation to either sell or purchase the remaining Shares,
as the case may be, and not any other provision of this Agreement or the Transaction
Documents.  




5









		    (b)        The
obligations of the Parties under this Section will terminate on the date (the “Option
Termination Date”) which is the later of (x) December 1, 2006 or (y) the date on
which EMG commences regularly scheduled deliveries of natural gas through the Pipeline.  







    2.4        Purchase
Price Adjustment.  



		    (a)        In
the event that the Parties enter into a binding agreement for the purchase of the Shares
pursuant to Section 2.3 above (the “Definitive Documentation”) and the
purchase price per share for the Shares in the Definitive Documentation (the “Definitive
Per Share Purchase Price”) is less than the purchase price per share paid for
the Initial Shares (the “Initial Per Share Purchase Price”), the Initial
Per Share Purchase Price shall be reduced to the Definitive Per Share Purchase Price.
Upon closing of the sale and purchase of the Shares, Seller shall either, at its own
discretion, (i) deliver to Purchaser an amount equal to the product of (x) the excess of
the Initial Per Share Purchase Price over the Definitive Per Share Purchase Price multiplied by
(y) 1200; or (ii) provide Purchaser with a notice according to which the amount specified
in (i) above will be set off against payment of the consideration to Seller in the
closing of the sale and purchase of the Shares pursuant to the Definitive Documentation.
The parties acknowledge that the payment required hereunder may be paid by way of credit
in connection with the purchase of the remaining Shares pursuant to the Definitive
Documentation.  







    2.5        Put
Option.  



		    (a)        At
any time after March 1, 2006 and prior to the Option Termination Date, Purchaser shall
have the right for any reason whatsoever (including, without limitation, due diligence
with respect to EMG or Seller’s ownership of the Shares) to require Seller to
repurchase (the “Put”) all or any of the Initial Shares for the Put
Price by delivering written notice of its exercise of such right to Seller (the “Put
Notice”). For purposes of determining the Put Price, the determination date
shall be the date on which the Put Closing occurs. Notwithstanding the foregoing,
Purchaser may exercise the Put prior to March 1, 2006, if any representation or
warranties of Seller herein are determined by Purchaser in its reasonable opinion not to
be complete, accurate, and correct in all respects.  







		    (b)        Seller
will be obligated to purchase all of the Initial Shares requested to be repurchased in
the Put Notice, at a mutually agreeable time and place which will in no event be later
than forty-five (45) days after the date of the Put Notice (the “Put Closing”).
At the Put Closing, Purchaser shall deliver to Seller such documentation reasonably
requested by Seller and required to transfer to Seller Purchaser’s interest in the
Initial Shares being repurchased by Seller, free and clear of any Liens attributable to
Purchaser, and Seller shall deliver to Purchaser an amount equal to the quotient of (x)
the Put Price divided by (y) the number of shares being repurchased by Seller.  







6











ARTICLE III



SELLER’S
REPRESENTATIONS AND WARRANTIES 



        Seller
hereby represents and warrants to Purchaser on the date hereof: 



    3.1        Existence;
Authority; Enforceability. Seller is a company duly organized and validly existing
under the laws of Israel. EMG is a company duly organized and validly existing under the
laws of Egypt. Seller has the requisite power and authority to enter into each
Transaction Document to which it is a party and to perform its respective obligations
thereunder. The execution, delivery and performance by Seller of each Transaction
Document to which it will be a party and the consummation by it of the transactions
contemplated hereby and thereby have been duly authorized and approved by all corporate
action of Seller. Seller has duly and validly executed and delivered each Transaction
Document to which it is a party, and each such Transaction Document constitutes its
legal, valid and binding obligation, enforceable against Seller, in accordance with its
terms.  



    3.2        The
Shares. (a) Seller owns 15,000 normal shares of stock, nominal value $1,000 per
share, of EMG, representing 25% of all of the issued and outstanding capital stock or
other equity interest of EMG on a fully-diluted basis. All of the issued and outstanding
shares of capital stock of EMG have been duly authorized, validly issued and after
payment of the Current Capital Call will be fully paid, nonassessable and except as set
forth in EMG’s Charter Documents, free of preemptive rights, with no personal
liability attaching to the ownership thereof. To the best of Seller’s knowledge,
there are no outstanding securities convertible into, exchangeable for, or carrying the
right to acquire, any capital stock of EMG, or subscriptions, warrants, options, calls,
rights (pre-emptive or other) or other arrangements or commitments obligating EMG to
issue or dispose of any of its capital stock or any ownership interest therein.  



		    (b)        Seller
is the record owner of the Shares, and except as set forth in EMG’s Charter
Documents, free and clear of any and all Liens. Upon the delivery of the Transfer
Instrument, Purchaser shall have good and valid beneficial ownership of the Initial
Shares, free and clear of any Liens.  







    3.3        Absence
of Conflicts. The execution and delivery by Seller of the Transaction Documents to
which it is a party and the performance of its respective obligations hereunder and
thereunder, and the consummation of the transactions contemplated hereby and thereby does
not and will not conflict with, or result in the breach of any provision of, the Charter
Documents of Seller or any Contract or violate any Legal Requirement applicable to
Seller.  



    3.4        Compliance
With Law; Consents. No Consent is required to be made or obtained by Seller in
connection with (i) the execution, delivery or performance of the Transaction Documents
to be entered into by Seller or (ii) the consummation of any of the transactions
contemplated by the Transaction Documents. To the best of Seller’s knowledge, Seller
is in compliance in all respects with all applicable Legal Requirements, except where
such failure would not have or could not reasonably by expected to have a material
adverse effect on Seller or its ability to consummate the transactions contemplated by,
and perform its obligations, under the Transaction Documents.  



7










    3.5        Fees.
          Neither Seller nor any of its Affiliates has paid or become obligated to pay
any           fee or commission to any broker, finder or intermediary in connection with
the           transactions contemplated hereby.  



    3.6        Disclosure.
          Seller has provided to Purchaser all documents and information (i) in
          Seller’s or any of its Affiliate’s possession relating to EMG, and
          (ii) that is reasonably material in connection with a decision to purchase the
          Initial Shares. Seller has not withheld from Purchaser or Giza Singer Even Ltd.
          (“GSE”) (in connection with GSE’s engagement by Seller or its
          Affiliates to prepare a valuation report of EMG) any information or documents
          regarding Seller, its Affiliates or EMG, as the case may be, that are
reasonably           material in connection with a decision to purchase the Initial
Shares or in           determining the valuation of EMG. No representation or warranty by
Seller           contained in this Agreement or any other Transaction Document and no
information           contained in any other instrument furnished or to be furnished to
Purchaser or           GSE, as the case may be, pursuant hereto or in connection with the
transaction           contemplated by this Agreement, any other Transaction Document or
in connection           with the Valuation Report (as defined below) contains or will
contain any untrue           statement of a material fact or omits or will omit to state
a material fact           necessary in order to make the statements contained herein or
therein not           misleading. Seller is not aware of any facts or circumstances which
would cause           the representations and warranties of Seller contained in this
Agreement or any           other Transaction Documents to be untrue or incorrect. To the
knowledge of           Seller, after due inquiry, there is no fact, circumstance or
condition which has           had or could reasonably be expected to have a material
adverse effect on EMG or           Seller, which has not been disclosed to Purchaser or
its representatives.           Neither Seller nor any of its Affiliates are aware of any
untrue statement of           material fact in the draft Economic Valuation, dated
November 11, 2005, prepared           by GSE (the “Valuation Report”).
Seller believes that the           assumptions made by GSE set forth in the Valuation
Report are reasonable.  





ARTICLE IV



COVENANTS 



    4.1        Exclusivity.
          (a) During the period from the date hereof through the one year anniversary of
          the date hereof, Seller shall not, and shall cause its Affiliates and agents,
          directly or indirectly, not to (i) solicit, initiate or encourage any
inquiries,           discussions or proposals from any other Person relating to a
possible           acquisition of any part of the Shares; (ii) continue, solicit,
encourage or           enter into negotiations or discussions relating to any such
possible           acquisition; (iii) furnish to any other Person any information
(not already           in the public domain) relating to the transactions contemplated
hereby; or (iv)           enter into or consummate any agreement or understanding
providing for any such           possible acquisition. To the extent Seller or any of its
Affiliates is contacted           or solicited in writing by any Person in connection
with the purchase of Shares,           Seller shall notify Purchaser in writing of any
such written proposal or offer,           or any inquiry or other contact with any Person
with respect thereto, in each           case promptly after such proposal, offer, inquiry
or contact is made and shall,           in any such notice to Purchaser, indicate in
reasonable detail the identity of           the Person making such proposal, offer
inquiry or contact and the terms and           conditions of such proposal, offer,
inquiry or other contact.  



8










		    (b)        Notwithstanding
the foregoing, the restriction on Seller set forth in Section 4.1(a) shall apply only
with respect to 10,013 of the remaining Shares.  







    4.2        Tag
Along. (a) In the event, Seller wishes to Transfer all or a portion of the Shares to
a non-Affiliated third-party purchaser (a “Third-Party”), Seller shall
provide Purchaser with a notice, via facsimile, describing the proposed sale to such
Third-Party Purchaser, including the name of the Third-Party, the purchase price and the
other material terms and conditions on which such Third-Party is willing to acquire the
Shares (the “Sale Notice”), and Purchaser shall have the right, but not
the obligation, to require Seller to include a pro rata portion of shares of EMG
beneficially owned by Purchaser in such sale, on the same terms and conditions as apply
to the Shares to be sold by Seller, by delivering written notice (a “Tag-Along
Notice”) to Seller, via facsimile, within five (5) Business Days after receiving
the Sale Notice, of its intent to exercise such right. The Tag-Along Notice shall specify
the number of Initial Shares to be included in the proposed sale (the “Tag-Along
Shares”). If Purchaser has not timely delivered the Tag-Along Notice, Seller
shall be entitled to consummate the sale to the Third-Party on the terms described in the
Sale Notice. In the event that the Third-Party is not willing to purchase all of the
Shares offered by Seller and all of the Tag-Along Shares, each of Seller and Purchaser
shall be entitled to include in such sale a pro rata portion of the shares held or
beneficially owned by it.  



		     (b)        In
the event Purchaser has timely delivered the Tag-Along Notice, if Seller is
          able to effect a sale of such shares which complies with Section 4.2(a) above,
          then Seller shall arrange for the consideration to be paid by the Third-Party
          for the shares to be sold by Purchaser to be transferred directly to Purchaser
          upon delivery by Purchaser of appropriate documentation Transferring its
          interest in the Tag Along Shares. All costs and expenses incurred by Seller and
          Purchaser in connection with such sale shall be borne by such Seller and
          Purchaser, respectively.  







    4.3        Due
Diligence. Seller hereby agrees to cooperate with Purchaser in its due diligence and
shall provide Purchaser with such information and documents as Purchaser shall reasonably
request, and use reasonable commercial efforts to cause EMG to provide such information
and documents as Purchaser shall reasonably request. The Parties agree that the due
diligence to be conducted by Purchaser shall be to assist Purchaser (i) in confirming the
representations and warranties of Seller set forth in this Agreement, and (ii)
determining whether to exercise its Put and (iii) evaluating whether or not to purchase
the remaining Shares.  



    4.4        Payment
of Current Capital Call. Seller hereby undertakes to make the payment of any funds
due to EMG pursuant to the Current Capital Call.  



    4.5        Limitation
on Certain Representations. Notwithstanding anything to the contrary in Section 3.1,
3.3 and 3.4 above, it is agreed between the Parties that in the event that any
representation or warranty given by Seller under Sections 3.1, 3.3 and/or 3.4 above, is
determined to be inaccurate or incorrect, solely due to reasons attributable to the
applicable laws and regulations of Egypt and/or EMG’s Charter Documents, then
Purchaser’s sole and exclusive remedy will be to immediately exercise the Put Option
as per the provisions of Section 2.5 above, and if such exercise of the Put Option is
impossible for any reason whatsoever (including a determination that due to applicable
law, the transfer of the beneficial ownership of the Initial Shares to Purchaser was
invalid or unenforceable), then to receive an amount which is equal to the relevant Put
Price applicable at that time, no later than forty-five (45) days after the date on which
Seller will receive a notice, in writing, from Purchaser to that effect, against delivery
of the documents evidencing the transfer of any rights Purchaser may have in the Initial
Shares to Seller in accordance with Section 2.5(b).  



9










    4.6        Further
Assurances. Subject to the terms and conditions herein, each of the Parties agrees to
take, or use reasonable commercial efforts in order to cause to be taken, all Necessary
Actions and to do, or use reasonable commercial efforts in order to cause to be done, all
things necessary, proper or advisable under all applicable Legal Requirements to
consummate and make effective the transactions contemplated by the Transaction Documents
to which it is a party.  





ARTICLE V



SURVIVAL 



    5.1        Survival.
          Each representation and warranty in this Agreement shall survive the for a
          period of two years after the date hereof, providedthat (i) the
          representation set forth in Section 3.1 and 3.2 shall survive indefinitely and
          (ii) the survival periods set forth in this Section 5.1 shall not apply to any
          claims involving fraud or bad faith on the part of any Party hereto.  





ARTICLE VI



MISCELLANEOUS 



    6.1        Governing
Law. This Agreement shall be governed in all respects, including validity,
interpretation and effect, by the internal laws of the State of New York without regard
to its conflict of law principles (other than Section 5-1401 of the New York General
Obligation Law).  



    6.2        Arbitration.
. All disputes between the parties hereto arising under the terms of this
          Agreement or any other Transaction Documents shall be arbitrated in New York
          City under the rules of the American Arbitration Association then obtaining in
          the City of New York judgment on any award made by the arbitrators hereunder
may           be rendered in any court having jurisdiction.  



    6.3        Severability.
          Each Section, subsection and clause of this Agreement and each other
Transaction           Documents constitutes a separate and distinct undertaking, covenant
or provision           hereof. In the event that any provision of this Agreement or any
other           Transaction Document shall finally be determined to be unlawful, such
provision           shall be deemed severed from this Agreement or such Transaction
Document, but           every other provision of this Agreement or such Transaction
Document shall           remain in full force and effect.  



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    6.4        Interpretation.
          Whenever used in this Agreement, except as otherwise expressly provided or
          unless the context otherwise requires, any noun or pronoun shall be deemed to
          include the plural as well as the singular and to cover all genders. Unless
          otherwise specified, words such as “herein”, “hereof”,
          “hereby”, “hereunder” and words of similar import refer to
          this Agreement as a whole and not to any particular Section or subsection of
          this Agreement, and references herein to “Articles” or
          “Sections” refer to Articles or Sections of this Agreement. The
          headings in this Agreement are intended solely for convenience of reference and
          shall be given no effect in the construction or interpretation of this
          Agreement.  



    6.5        Costs
and Expenses. Each Party shall bear its own expenses incurred in connection with the
negotiation, preparation, execution and closing of this Agreement and each other
Transaction Document and the transactions provided for hereby and thereby.  



    6.6        Notices.
          All notices or other communications required or permitted by this Agreement or
          any other Transaction Document shall be effective upon receipt and shall be in
          writing and delivered personally or by overnight courier, or sent by facsimile
          (with confirmation copies delivered personally or by courier within three (3)
          Business Days), as follows:  




        If
to Seller, to: 




	 	
Merhav
(m.n.f) Ltd         
          33 Havatzelet Hasharon Street       
            Herzlia,
Israel        
           Attention: Mr. Yossef Maiman and Mr. Leo Malamud
  
                Facsimile:+972-9-9501733 








        If
to Purchaser, to: 




	 	
Merhav
Ampal Energy Limited     
              111 Arlozorov Street          
         Tel Aviv
62098 Israel           
        Attention: Yoram Firon
           
       Facsimile:+972-3-6080101 






        with
copies to: 




	 	
Bryan
Cave LLP      
             1290 Avenue of the Americas          
         New York, NY,
USA 10019         
          Attention: Kenneth Henderson, Esq.
         
         Facsimile: (212) 541-1357 







or to such other address as hereafter
shall be furnished as provided in this Section 6.6 by any Party to any other Party. Any
demand, notice or other communication given by personal delivery shall be conclusively
deemed to have been given on the day of actual delivery thereof and, if given by
facsimile, on the day of transmittal thereof if given during the normal business hours of
the recipient, and on the Business Day during which such normal business hours next occur
if not given during such hours on any day. 



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    6.7        Counterparts.
          This Agreement and each other Transaction Document may be executed in any
number           of counterparts, each of which shall be deemed an original, but all of
which           together shall constitute a single instrument.  



    6.8        Entire
Agreement. This Agreement together with the other Transaction Documents set forth the
entire understanding and agreement between the Parties as to the matters covered herein
and therein and supersede and replace any prior understanding, agreement or statement of
intent, in each case, written or oral, of any and every nature with respect thereto. In
the event of any inconsistency between this Agreement and the other Transaction
Documents, this Agreement shall govern as between the Parties with respect to the matters
set forth herein.  



    6.9        No
Third Party Rights; Assignment. This Agreement is intended to be solely for the
benefit of the Parties and is not intended to confer any benefits upon, or create any
rights in favor, of any Person other than the Parties and shall not be assignable without
the prior written Consent of the other Parties. Notwithstanding any of the foregoing,
Purchaser may Transfer its rights and interests hereunder to an Affiliate.  



    6.10        Waivers
and Amendments. No modification of or amendment to this Agreement or any other
Transaction Document shall be valid unless in a writing signed by the Parties referring
specifically to this Agreement or such other Transaction Document and stating the Parties’ intention
to modify or amend the same. Any waiver of any term or condition of this Agreement or any
other Transaction Document must be in a writing signed by the Party sought to be charged
with such waiver referring specifically to the term or condition to be waived, and no
such waiver shall be deemed to constitute the waiver of any other breach of the same or
of any other term or condition of this Agreement or any other Transaction Document.  



        IN
WITNESS WHEREOF, the parties hereto have duly executed this Omnibus Agreement as of the
date first above written. 



			 MERHAV AMPAL ENERGY LIMITED



BY: 
——————————————

Name:
Title:






			MERHAV (M.N.F)  LIMITED



BY: 
——————————————

Name:
Title:









[SIGNATURE PAGE TO
OMNIBUS AGREEMENT] 



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