10-K










Exhibit 10.ee  



MERHAV (M.N.F) LTD

33 Havatzelet Hasharon Street

Herzlia, Israel 




Ampal-American Israel
Corporation

10 Abba Even St.,

Ackersten Tower C

9th Floor

Herzliya, Israel 



December 25, 2008 




        Re:
Amendment to Colombia Ethanol Project Option Agreement  




        Ladies
& Gentlemen: 



        Reference
is made to the Option Agreement, dated as of December 24, 2007 (the “Original
Option Agreement”), between Merhav (m.n.f.) Ltd. (“Merhav”) and
Ampal-American Israel Corporation (“Ampal”). Capitalized terms used
herein but not defined herein shall have the meanings set forth in the Original Option
Agreement. 



        Merhav
has informed Ampal that the Qualified Financing Date has not occurred and is unlikely to
occur by December 24, 2008, the date on which (i) Ampal’s Option (the
“Option”) to purchase up to a 35% equity interest in the Project in
accordance with the Original Option Agreement expires and (ii) the date on which the
repayment of the $20,000,000 loan made pursuant to the Promissory Note, dated December 24,
2007 (the “Original Note”) , from Ampal to Merhav is due. Meharv has requested,
and Ampal has agreed, that the maturity of the Promissory Note be extended to December 31,
2009 in consideration for (x) an increase of 100 basis points on the applicable interest
rate set forth in the Promissory Note, (y) an extension of the Option to December 31, 2009
and (z) receiving a personal guarantee of Yosef Maiman. 



        To
carry out the agreements set forth in the preceding paragraph, Merhav and Ampal hereby
agree as follows: 



        1.
Amendment to Promissory Note. Merhav shall deliver to Ampal an executed,
          valid and binding Amended and Restated Promissory Note in the form attached
          hereto as Exhibit A (the “Amended Note”). Merhav hereby confirms to
          Ampal that the outstanding principal balance under the Promissory Note is
          $20,000,000 and the accrued and unpaid interest as of the date hereof is
          $988,576.40. Other than the accrual of interest through the date of the Amended
          Note, upon the delivery of the Amended Note to Ampal, the Original Note shall
be           null and void and of no further force or effect.  





        2.
Amendment to Original Option Agreement. The Original Option Agreement is
          hereby amended as follows:  
















	 	        (a)
The definition of “Option Termination Date” is amended in its entirety
          to read as follows:  








	 	        “‘Option
Termination Date’ means the earlier of (i) June 30, 2009 or (ii) the Qualified
Financing Date.” 








	 	        (b)
The definition of “Promissory Note” is amended in its entirety to read
          as follows:  









	 	        “‘Promissory Note’ mans the Amended and
Restated Promissory Note, dated December 25, 2008, by Merhav in favor of Ampal.” 







	 	        (c)
               A definition of “Maximum Purchase Price” is added to Article I
of the                Original Option Agreement which shall read in its entirety as
follows:  







	 	        “‘Maximum
Purchase Price’ has the meaning set forth in Section 2.1(b)" 







	 	        (d)
               Section 2.1(b) of the Original Option Agreement is hereby amended to read
in its                entirety as follows:  







	 	        (b)
          The Purchase Price (as defined below) for the Option Interest shall be paid as
          follows: (i) first, by conversion of the balance (up to the amount of the
          Purchase Price) of the outstanding balance of principal, interest and all other
          amounts due under the Promissory Note (the “Note Balance”) and
          (ii) if the Purchase Price exceeds the Note Balance, the excess of the Purchase
          Price over the Note Balance shall be paid by Ampal to Merhav at the Option
          Closing. Except as provided in the last sentence of this Section 2.1(b), the
          Purchase Price will be the Maximum Purchase Price (as defined below). The
          “Maximum Purchase Price” for the Optioned Interest shall be
determined           as follows: the sum of (A) to the extent the Note Balance is being
converted for           the purchase of the Optioned Interest, the purchase price for
each portion of           the Optioned Interest shall be the lower of (x) the purchase
price for the           Optioned Interest based on a valuation of the Project in
accordance with the           Valuation Model (without giving effect to any change in the
assumed 12% discount           rate set forth in the Valuation Model) or (y) the Third
Party Price, and (B)           after converting the Note Balance in full at the price
determined pursuant to           clause (A) of this sentence, any portion of the Optioned
Interest that remains           to be purchased shall be purchased at the Third Party
Price, except if no Third           Party price exists the purchase price will be based
on the Valuation Model.           Prior to the exercise of the Option, at the request of
Ampal, Merhav and Ampal           shall negotiate in good faith an increase to the 12%
discount rate provided for           in the Valuation Model for determining the Purchase
Price (all other assumptions           and methodologies used in the Valuation Model
shall not be subject to           negotiations or adjustment pursuant to this Section
2.1(b)) for determining the           Purchase Price based on the Valuation Model, provided,
however in           no event shall the Purchase Price be more than the Maximum
Purchase Price. For           the avoidance of doubt, it is hereby specifically declared
and agreed that the           forgoing shall not be interpreted as Merhav having agreed
to an increase in the           discount rate.  




















        3.Effectiveness.
This Letter Agreement, and the amendments to the Promissory Note and the
          Original Option Agreement set forth herein, shall not be effective until Ampal
          has received this Letter Agreement and the Amended Note fully executed by an
          authorized officer of Merhav.  





        If
you are in Agreement with the forgoing please sign a copy of this letter and return it to
the undersigned.  




			MERHAV (M.N.F)  LIMITED



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

Yosef A. Maiman
President & CEO








	AMPAL-AMERICAN ISRAEL

  CORPORATION



By: /s/ Irit Eluz ; /s/ Yoram Firon
——————————————

Irit Eluz  ; Yoram Firon
CFO ;                VP