10-K










Exhibit 10.gg  




AMENDED AND RESTATED
PROMISSORY NOTE 



			
	$20,000,000.00		December 25, 2008







        FOR
VALUE RECEIVED, MERHAV (M.N.F) LIMITED, a company formed pursuant to the laws of the State
of Israel, located at 33 Havatzelet Hasharon Street, Herzlia, Israel
(“Borrower”), promises to pay to the order of Ampal-American Israel
Corporation, a New York corporation, located at 10 Abba Even St., Ackerstein Tower C, 9th
Floor, Herzliya, Israel (“Lender”), at such office of Lender or at such
other place as the holder hereof may from time to time appoint in writing, in lawful money
of the United States of America in immediately available funds, the principal sum of
TWENTY MILLION ($20,000,000.00) Dollars or so much thereof as may then be the aggregate
unpaid principal balance of such loan made by Lender to Borrower hereunder (the
“Loan”) as shown on the schedule attached to and made a part of this
Note. Borrower also promises to pay interest (computed on the basis of a 360 day year for
actual days elapsed) at said office in like money on the unpaid principal amount of the
Loan from time to time outstanding at a rate per annum equal to LIBOR plus 3.25%.
The applicable interest rate shall be reset on the first Business Day of each month. The
entire unpaid balance, together with all interest accrued and unpaid thereon, and all
other sums then due and payable to Lender under this Note shall be due and payable in full
on the earlier of (i) December 31, 2009 and (ii) the Financing Date (as defined below)
(the “Maturity Date”).  



        This
Amended and Restated Promissory Note amends and restates in its entirety the Promissory
Note, dated December 24, 2007, executed by the Borrower. This Note shall have the
benefit of the Guaranty, dated as of the date hereof, from Yosef Maiman in favor of
Lender. 



        Interest
on outstanding amounts hereunder shall accrue on a quarterly basis and be payable on the
earlier of (i) the date on which any portion of the balance of this Note is converted in
accordance with Section 4 hereof or (ii) together with principal and any other amounts due
hereunder, on the maturity hereof. Borrower further agrees that upon and following an
Event of Default and/or after any stated or any accelerated maturity of the indebtedness
evidenced hereby, the aggregate outstanding principal balance of the Loan shall bear
interest (computed daily) at a rate equal to 5% per annum in excess of the rate applicable
to such Loan, payable on demand. In no event shall interest payable hereunder be in excess
of the maximum rate of interest permitted under applicable law. If any payment to be so
made hereunder becomes due and payable on a day other than a Business Day, such payment
shall be extended to the next succeeding Business Day and, to the extent permitted by
applicable law, interest thereon shall be payable during such extension. 



        All
payments made in connection with this Note shall be in lawful money of the United States
in immediately available funds. All such payments shall be applied first to the payment of
all fees, expenses and other amounts due to Lender (excluding principal and interest),
then to accrued interest, and the balance on account of outstanding principal; provided,
however, that after the occurrence of an Event of Default, payments will be applied to the
obligations of Borrower to Lender as Lender determines in its sole discretion. Borrower
hereby expressly authorizes Lender to record on the attached schedule the amount and date
of the Loan and the date and amount of each payment of principal. All such notations shall
be presumptive as to the correctness thereof (absent manifest error); provided, however,
the failure of Lender to make any such notation shall not limit or otherwise affect the
obligations of Borrower under this Note. 



        In
consideration of the granting of the Loan evidenced by this Note, Borrower hereby agrees
as follows: 














	1. 	Loan.
Borrower hereby confirms that the principal amount outstanding           under this
Promissory Note as of the date hereof is $20,000,000 and the accrued           and unpaid
interest as of the date hereof is $988,576.40. Interest shall           continue to
accrue on the outstanding principal amount from the date hereof at           the interest
rate set forth herein. 






	2. 	Prepayment.
Borrower may not prepay the Loan at any time in whole or in           part. 






	3. 	Use
of Proceeds. The proceeds of the Loan shall be used to facilitate the
          Project (as defined in the Option Agreement) and to fund the purchase of 11,000
          hectares of real property located in Colombia in connection with the
development           of an ethanol producing Project more fully described on Exhibit B. 






	4. 	Conversion.
This Note shall be convertible into equity interests in the           Project in the
manner and in accordance with the Option Agreement, dated as of           December 24,
2007, between Borrower and Lender (as amended from time to time,           the “Option
Agreement”). Interest shall cease to accrue on such           portion of the
outstanding amounts hereunder converted on the date of the Option           Closing (as
defined in the Option Agreement) under the Option Agreement. 






	5. 	 Events
of Default. Upon the occurrence of any of the following specified           events of
default (each an “Event of Default”): (a) default in           making
any payment of principal, interest, or any other sum payable under this           Note
when due and such failure shall continue unremedied for a period of 30 days
          after Borrower receives notice thereof from Lender; or (b) default by Borrower
          (i) of any other obligation hereunder or (ii) in the due payment of any other
          obligation owing to Lender or (iii) under any other Loan Document, and the
          failure set forth in (i), (ii) or (iii) above shall continue unremedied for a
          period of 30 days after Borrower receives notice thereof from Lender; or (c)
          default by Borrower in the due payment of any other indebtedness for borrowed
          money or default in the observance or performance of any covenant or condition
          contained in any agreement or instrument evidencing, securing, or relating to
          any such indebtedness, which causes or permits the acceleration of the maturity
          thereof; or (d) Borrower becomes insolvent or bankrupt, is generally not paying
          its debts as they become due, or makes an assignment for the benefit of
          creditors, or a trustee or receiver is appointed for Borrower or for the
greater           part of the properties of Borrower with the consent of Borrower, or if
appointed           without the consent of Borrower, such trustee or receiver is not
discharged           within 60 days, or bankruptcy, reorganization, liquidation or
similar           proceedings are instituted by or against Borrower under the laws of any
          jurisdiction, and if instituted against Borrower are consented to by it or
          remain undismissed for 60 days, or a writ or warrant of attachment or similar
          process shall be issued against a substantial part of the property of Borrower
          and shall not be released or bonded within 30 days after levy; or (e) Borrower
          shall be in default beyond any applicable grace period under any Loan Document;
          then, in any such event, and at any time thereafter, if any Event of Default
          shall then be continuing, Lender may declare the principal and the accrued
          interest in respect of the Loan under this Note to be, whereupon the Note shall
          become, immediately due and payable without presentment, demand, protest or
          other notice of any kind, all of which are expressly waived by Borrower,
          provided that in the case of any event described in clause (d) of this Section
          with respect to Borrower, the principal of the Loan then outstanding, together
          with accrued interest thereon and all fees and other obligations of Borrower
          accrued under the Loan Documents, shall automatically become due and payable,
          without presentment, demand, protest or other notice of any kind, all of which
          are hereby waived by Borrower. 






	6. 	Collateral
Security. This Note is secured by the Pledge Agreement. 






	7. 	Covenants.
So long as any obligations are outstanding under this Note,           Borrower hereby
represents, covenants and agrees as follows: 

















		    (a)        Borrower
is the legal and beneficial owner of 6,043,623 shares (the           “Shares”)
of Class A Stock, par value, $1.00 per share, of           Ampal-American Israel
Corporation, free and clear of any liens, security           interests, pledges or other
agreements or encumbrances. Borrower shall not sell,           transfer, pledge or
otherwise encumber it right, title and interest in any of           the Shares.  







		    (b)        Borrower
shall keep Lender timely informed on the progress of the Project, and           provide
Lender with reports, analysis, financial and such other information as           Lender
may reasonably request.  







		    (c)        Borrower
shall permit Lender, at reasonable times and with reasonable notice, to           inspect
the Project. Lender may, and Borrower shall assist Lender, in reviewing           and
inspecting any books, records, data or other information relating to the
          Project. Lender may make copies of any information and documents relating to
the           Project.  







		    (d)        Borrower
shall not sell, dispose or otherwise transfer the Project or assets           thereof,
without the consent of the Lender, other than (i) up to a 35% equity           interest
in the Project to a single strategic partner, and (ii) up to a 2.5%           equity
interest in the Project to Riagro S.A.  







		    (e)        Borrower
shall not merge with or into or consolidate with another entity; or           otherwise
dissolve or liquidate without the consent of the Lender.  







	8. 	Definitions.
As used herein: 






		    (a)        “Business
Day” means a day other than a Saturday, Sunday or other day           on which
commercial banks in New York or Israel are required or permitted by law           to
remain closed.  







		    (b)        “Loan
Documents” means each document, instrument or agreement executed           pursuant
hereto or in connection herewith, together with each other document,           instrument
or agreement made with or in favor of Lender, including this Note,           the Letter
Agreement, the Option Agreement and the Pledge Agreement.  







		    (c)        “Pledge
Agreement” means the Pledge Agreement, dated as of December           24, 2007,
between Borrower and Lender, as the same, from time to time, may be           amended,
restated, replaced, extended, supplemented or otherwise modified.  







		    (d)        “LIBOR” means
the rate per annum quoted in the London interbank market           for dollar deposits
having a term of thirty (30) days, as quoted from Bloomberg           or a similar
service as may be selected by Lender from time to time.  







		    (e)        “Financing
Date ” means the date on which (i) Borrower has obtained           from unaffiliated
third party debt financing for the Project and (ii) a           unaffiliated third party
holds an equity interest on the Project of no less than           25%.  







	9. 	Miscellaneous. 






		    (a)        Borrower
agrees to pay on demand all of Lender’s costs and expenses,           including
reasonable counsel fees, in connection with the collection of any sums           due to
Lender in connection with the enforcement of its rights thereunder.  



















		    (b)        No
modification or waiver of any provision of this Note shall be effective           unless
such modification or waiver shall be in writing and signed by a duly           authorized
officer of Lender and Borrower, and the same shall then be effective           only for
the period and on the conditions and for the specific instances           specified in
such writing. No failure or delay by Lender in exercising any           right, power or
privilege hereunder shall operate as a waiver thereof; nor shall           any single or
partial exercise thereof preclude any other or further exercise           thereof or the
exercise of any rights, power or privilege.  







		    (c)        Borrower
hereby waives presentment, demand for payment, notice of protest,           notice of
dishonor, and any and all other notices or demands except as otherwise
          expressly provided for herein.  







		    (d)        This
Note shall be construed in accordance with and governed by the internal           laws of
the State of New York.  







		    (e)        EACH
PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE           LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY           OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
          CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  







		    (f)        This
Note shall be binding upon and inure to the benefit of Borrower, Lender,           all
future holders of this Note and their respective successors and assigns,           except
that Borrower may not assign or transfer any of its rights under this           Note
without the prior written consent of Lender. The term “Lender” as
          used herein shall be deemed to include Lender and its successors, endorsees and
          assigns. Lender shall have the unrestricted right at any time or from time to
          time, and without Borrower’s consent, to assign all or any portion of its
          rights and obligations hereunder, and Borrower agrees that it shall execute, or
          cause to be executed, such documents, including without limitation, amendments
          to this Note and to any other documents, instruments and agreements executed in
          connection herewith as Lender shall deem necessary to effect the foregoing.  







		    (g)        This
Note and the other Loan Documents are intended by the parties as the final,
          complete and exclusive statement of the transactions evidenced thereby. All
          prior or contemporaneous promises, agreements and understandings, whether oral
          or written, are deemed to be superceded by this Note and such other Loan
          Documents, and no party is relying on any promise, agreement or understanding
          not set forth in this Note or such other Loan Documents.  











			MERHAV (M.N.F) LTD.



By: /s/ Yosef A. Maiman
——————————————

Yosef A. Maiman
President & CEO