Free Writing Prospectus

Issuer Free Writing Prospectus

Filed Pursuant to Rule 433

Registration Statement on Form S-3 No. 333-152807

SUMMARY OF PROPOSED KEY TERMS

October 29, 2008

 

Issuer:      Environmental Power Corporation (NASDAQ: EPG)
Securities Offered:      Convertible Notes due January 1, 2014 (the “Notes”)
Interest Rate:      13% per annum
Conversion Security:      Common Stock, $0.01 per share
Minimum Conversion Price:      $5.40 per share
Conversion
Price:
    

Conversion Date

  

Greater of Minimum

Conversion Price and:

     From the Issue Date through December 31, 2009    85% of market price
     From January 1, 2010 through December 31, 2010    87.5% of market price
     From January 1, 2011 through December 31, 2011    90% of market price
     From January 1, 2012 through December 31, 2012    92.5% of market price
     From January 1, 2013 through December 31, 2013    95% of market price
Minimum Offering:      $10,000,000
Anticipated Maximum Offering:      $25,000,000 (subject to increase)
Offering Price:      Par
Other Terms:      The Notes are subject to optional and mandatory redemption and mandatory conversion in certain circumstances, as well as other terms more fully described in the preliminary Prospectus Supplement relating to this offering.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively the issuer and the underwriter will arrange to send you the prospectus if you request it by calling (888) 884-8339.