20-F









Exhibit 4.5 


TABLE OF CONTENTS


	
 

	
 

	
 

	
 

	
 


	
ARTICLE I - DEFINITIONS

	
2


	
 

	
 

	
1.1

	
Certain Definitions

	
2


	
ARTICLE II - THE TRANSACTION

	
16


	
 

	
 

	
2.1

	
Transaction Conditions Precedent

	
16


	
 

	
 

	
2.2

	
Purchase and Sale of Equity Rights

	
16


	
 

	
 

	
2.3

	
Assignment of Shareholder Loans

	
16


	
 

	
 

	
2.4

	
Merger of the Development Companies

	
17


	
 

	
 

	
2.5

	
Excluded Companies and Excluded Land

	
18


	
 

	
 

	
2.6

	
Automatic Teller Machines

	
18


	
 

	
 

	
2.7

	
Digital Advertising Facility

	
19


	
 

	
 

	
2.8

	
Good Standing Tenants

	
19


	
 

	
 

	
2.9

	
Cap Shifting and Combined Cap Restriction

	
19


	
 

	
 

	
2.10

	
Lease of Separate Storage Areas

	
20


	
 

	
 

	
2.11

	
Primary Lease Qualification on Delayed Closing

	
20


	
 

	
 

	
2.12

	
Taxes

	
20


	
ARTICLE III - CONSTRUCTION OF THE DEVELOPMENT PROJECT

	
21


	
 

	
 

	
3.1

	
Undertaking to Construct and
  Complete

	
21


	
 

	
 

	
3.2

	
Modifications by
  Vendor

	
21


	
 

	
 

	
3.3

	
Modifications by Purchaser

	
21


	
 

	
 

	
3.4

	
Benchmark Project

	
22


	
 

	
 

	
3.5

	
Construction Loan Facility

	
22


	
 

	
 

	
3.6

	
Construction Works

	
22


	
 

	
 

	
3.7

	
Purchaser’s Surveyor

	
24


	
 

	
 

	
3.8

	
Insurance

	
25


	
 

	
 

	
3.9

	
Excusable Delay (Force
  Majeure)

	
25


	
 

	
 

	
3.10

	
Development Liability

	
26


	
ARTICLE IV - COMPLETION, OPENING AND DELIVERY

	
27


	
 

	
 

	
4.1

	
Practical Completion

	
27


	
 

	
 

	
4.2

	
Opening

	
28


	
 

	
 

	
4.3

	
Project Management

	
29


	
 

	
 

	
4.4

	
CP Satisfaction Date

	
29


	
 

	
 

	
4.5

	
Supplemental Due Diligence

	
30


	
 

	
 

	
4.6

	
Delivery

	
31


	
 

	
 

	
4.7

	
Failed Transaction Indemnity

	
31


	
ARTICLE V - LEASE UP OF THE DEVELOPMENT PROJECT

	
32


	
 

	
 

	
5.1

	
Lease-Up during Construction

	
32


	
 

	
 

	
5.2

	
Lease-Up following Closing

	
32


	
 

	
 

	
5.3

	
Break-Off

	
32


	
 

	
 

	
5.4

	
General Provisions relating to
  Lease-Up

	
33


	
ARTICLE VI - PAYMENT OF TRANSACTION PRICES

	
34


	
 

	
 

	
6.1

	
Calculation of the Total Closing
  Payment Amount

	
34


	
 

	
 

	
6.2

	
Payment Regime on the Closing Date

	
35


	
 

	
 

	
6.3

	
Interim Price Adjustment

	
35


	
 

	
 

	
6.4

	
Final Price Adjustment

	
35





i








	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
6.5

	
Transaction Price Cap

	
37


	
 

	
 

	
6.6

	
Interest

	
37


	
 

	
 

	
6.7

	
General Provisions relating to
  Transaction Prices

	
37


	
 

	
 

	
6.8

	
Prohibition on Double Counting

	
38


	
ARTICLE VII - PAYMENT GUARANTEES

	
38


	
 

	
 

	
7.1

	
The Bank Guarantees

	
38


	
 

	
 

	
7.2

	
Top-Up Guarantees

	
39


	
ARTICLE VIII - NET ASSET VALUE AND VERIFICATIONS

	
39


	
 

	
 

	
8.1

	
Proforma Closing Accounts

	
39


	
 

	
 

	
8.2

	
Calculation and Payment of the
  Closing NAV

	
40


	
 

	
 

	
8.3

	
Final Closing Accounts and NAV Verification

	
40


	
ARTICLE IX - REPRESENTATIONS AND WARRANTIES OF VENDOR

	
42


	
 

	
 

	
9.1

	
Warranties

	
42


	
 

	
 

	
9.2

	
Organization, Qualification, and
  Corporate Power

	
43


	
 

	
 

	
9.3

	
Authorization

	
44


	
 

	
 

	
9.4

	
No Conflicts

	
44


	
 

	
 

	
9.5

	
Consents

	
44


	
 

	
 

	
9.6

	
Capitalization

	
45


	
 

	
 

	
9.7

	
Validity of Quotas

	
45


	
 

	
 

	
9.8

	
Articles of Association and
  Constitutive Documents

	
45


	
 

	
 

	
9.9

	
Legal Title

	
45


	
 

	
 

	
9.10

	
Transferability

	
46


	
 

	
 

	
9.11

	
Shareholders’ Loans

	
46


	
 

	
 

	
9.12

	
Construction Loan
  Facilities

	
46


	
 

	
 

	
9.13

	
Financial Statements

	
46


	
 

	
 

	
9.14

	
Undisclosed Liabilities

	
47


	
 

	
 

	
9.15

	
Events Subsequent to Most Recent
  Fiscal Period End

	
47


	
 

	
 

	
9.16

	
Legal Compliance

	
49


	
 

	
 

	
9.17

	
Tax Matters. In respect of each of
  the Development Companies:

	
49


	
 

	
 

	
9.18

	
Title of Properties; Absence of
  Liens and Encumbrances; Condition of Equipment

	
49


	
 

	
 

	
9.19

	
Development Project

	
50


	
 

	
 

	
9.20

	
Intellectual Property

	
51


	
 

	
 

	
9.21

	
Notes and Accounts Receivable

	
52


	
 

	
 

	
9.22

	
Insurance

	
52


	
 

	
 

	
9.23

	
Lease Schedule (Tenant List)

	
52


	
 

	
 

	
9.24

	
Powers of Attorney

	
53


	
 

	
 

	
9.25

	
Litigation

	
53


	
 

	
 

	
9.26

	
No Development Risks

	
53


	
 

	
 

	
9.27

	
Employees

	
53


	
 

	
 

	
9.28

	
Environment, Health and Safety

	
54


	
 

	
 

	
9.29

	
Intergroup Agreements

	
54


	
 

	
 

	
9.30

	
Complete Copies of Materials

	
55


	
 

	
 

	
9.32

	
Full Disclosure

	
55


	
 

	
 

	
9.33

	
Due Diligence Excepted

	
55


	
ARTICLE X - REPRESENTATIONS AND WARRANTIES OF PURCHASER

	
55


	
 

	
 

	
10.1

	
Organization, Qualification, and
  Corporate Power

	
55


	
 

	
 

	
10.2

	
Authorization

	
55


	
 

	
 

	
10.3

	
No Conflicts

	
56





ii








	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
10.4

	
Consents

	
56


	
ARTICLE XI - PRE-CLOSING COVENANTS

	
56


	
 

	
 

	
11.1

	
Operation of Business

	
56


	
 

	
 

	
11.2

	
Execution of Agreements

	
58


	
 

	
 

	
11.3

	
AMO Approval

	
59


	
 

	
 

	
11.4

	
Termination of Management
  Agreement

	
59


	
 

	
 

	
11.5

	
Notice of Developments

	
59


	
 

	
 

	
11.6

	
Exclusivity

	
59


	
 

	
 

	
11.7

	
Reasonable Efforts

	
60


	
ARTICLE XII - CLOSING AND COMPLETION

	
60


	
 

	
 

	
12.1

	
Closing and Completion

	
60


	
 

	
 

	
12.2

	
Conditions for Closing

	
60


	
 

	
 

	
12.3

	
Acts to be performed at Closing

	
61


	
 

	
 

	
12.4

	
No Partial Closing

	
63


	
 

	
 

	
12.5

	
Merged Development Company

	
63


	
 

	
 

	
12.6

	
Filing

	
63


	
ARTICLE XIII - WITHDRAWAL OPTION

	
63


	
 

	
 

	
13.1

	
Withdrawal Option

	
63


	
 

	
 

	
13.2

	
Material Adverse Effect
  Defined

	
64


	
 

	
 

	
13.3

	
Right of Withdrawal

	
64


	
 

	
 

	
13.4

	
Withdrawal Notice and
  Rectification

	
64


	
 

	
 

	
13.5

	
Restrictions on Rights of Withdrawal

	
65


	
 

	
 

	
13.6

	
Consequences of Withdrawal and Termination

	
65


	
ARTICLE XIV - SURVIVAL OF
  REPRESENTATIONS, WARRANTIES AND COVENANTS

	
65


	
 

	
 

	
14.1

	
Representations, Warranties and Covenants

	
65


	
ARTICLE XV - INDEMNIFICATION

	
66


	
 

	
 

	
15.1

	
Indemnification by Vendor

	
66


	
 

	
 

	
15.2

	
Indemnification by Purchaser

	
66


	
 

	
 

	
15.3

	
Claims and Third Party Claims

	
67


	
 

	
 

	
15.4

	
Remedies

	
68


	
 

	
 

	
15.5

	
Certain Limitations

	
68


	
 

	
 

	
15.6

	
Specific Indemnities

	
70


	
 

	
 

	
15.7

	
De-Merger Indemnity

	
70


	
ARTICLE XVI - TERMINATION

	
71


	
 

	
 

	
16.1

	
Termination of the Agreement

	
71


	
 

	
 

	
16.2

	
Effect of Termination

	
72


	
 

	
 

	
16.3

	
Entire Transaction

	
72


	
ARTICLE XVII - MISCELLANEOUS

	
72


	
 

	
 

	
17.1

	
Press Releases and Public
  Announcements

	
72


	
 

	
 

	
17.2

	
Governing Law

	
72


	
 

	
 

	
17.3

	
Dispute Resolution

	
72


	
 

	
 

	
17.4

	
Confidentiality

	
74


	
 

	
 

	
17.5

	
Additional Documents and Further
  Assurances

	
74


	
 

	
 

	
17.6

	
Delivery of Books and Records

	
74


	
 

	
 

	
17.7

	
Undertaking to act in Good Faith

	
74


	
 

	
 

	
17.8

	
Perfection of Schedules

	
74





iii








	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
17.9

	
No Third-Party Beneficiaries

	
74


	
 

	
 

	
17.10

	
Entire Agreement and Modification

	
75


	
 

	
 

	
17.11

	
Amendment

	
75


	
 

	
 

	
17.12

	
Waivers

	
75


	
 

	
 

	
17.13

	
Successors and Assigns

	
75


	
 

	
 

	
17.14

	
Counterparts

	
76


	
 

	
 

	
17.15

	
Headings

	
76


	
 

	
 

	
17.16

	
Notices

	
76


	
 

	
 

	
17.17

	
Severability

	
77


	
 

	
 

	
17.18

	
Expenses

	
77


	
 

	
 

	
17.19

	
Construction and Interpretation

	
77


	
 

	
 

	
17.20

	
Time of Essence

	
78


	
 

	
 

	
17.21

	
Schedules and Exhibit

	
79


	
 

	
 

	
17.22

	
Euro

	
79


	
 

	
 

	
17.23

	
Language

	
79





iv








AGREEMENT


BY AND AMONG 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.

  	
  SYMMETRY ARENA INGATLANKEZELŐ KORLÁTOLT FELELŐSSÉGŰ TÁRSASÁG 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  As Purchaser

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.

  	
  PLAZA CENTERS N.V. 

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  As Vendor

  



Dated as of July 10TH, 2007 


v









AGREEMENT


          THIS AGREEMENT
(this “Agreement”) is made and entered
into on July 10th, 2007, by and among: 


	
   

  	
   

  	
   

  
	
   

  	
  (1)

  	
  SYMMETRY ARENA INGATLANKEZELŐ KORLÁTOLT FELELŐ SSÉGŰ TÁRSASÁG,
  a limited liability company registered in Hungary and bearing company
  registration number 01-09-725686, of Alkotas utca 50, H-1123 Budapest, Hungary
  (“Purchaser”); and 

  
	
   

  	
   

  
	
   

  	
  (2)

  	
  PLAZA CENTERS NV, a Dutch corporation
  having its registered seat at 241 Keizersgracht, EA1016 Amsterdam, The
  Netherlands, and registered with the Chamber of Commerce under n° 33248324 (“Vendor”). 

  



RECITALS


          A.          Vendor
is the legal and beneficial and registered owner of the entire Equity Rights in
and to the Development Companies, as detailed and specified in the Rights
Acquisition Schedule; 


          B.          The
Development Companies are developing and are the legal and beneficial and
registered owners of the entire rights, title and interest in and to the
Kerepesi Land (including the Development Project) specified in the Property
Schedule (subject to the rights of the Excluded Companies in terms of the
Amended Rights of Use Agreements); 


          C.          Purchaser
desires to acquire from Vendor, and Vendor desires to sell to Purchaser, the
entire Equity Rights in and to the Development Companies following the
completion of the construction of the Development Project and the satisfaction
of the Conditions, all in the terms and subject to the conditions set forth
herein; 


          D.          Each
of the Parties believes that it is in its respective best interests that the
Transactions contemplated hereby be completed and, in furtherance thereof, has
duly approved this Agreement and the Transactions contemplated hereby. 


          E.          Each
of the Parties desires to make certain representations, warranties, covenants
and other agreements in connection with the Transactions contemplated hereby. 


          F.          All
capitalized terms in these Recitals shall have the meanings ascribed to them in
this Agreement. 











          NOW,
THEREFORE, in consideration of the covenants and
representations set forth herein, and for other good and valuable
consideration, the Parties agree as follows: 


ARTICLE I -
DEFINITIONS


          1.1      Certain
Definitions As used in this Agreement, the following terms have the
following meanings (terms defined in the singular to have a correlative meaning
when used in the plural and vice versa). Certain other terms are defined in the
Recitals and in the text of this Agreement. 


                    (a)          “Additional Lease Agreements” means: (i)
lease agreements entered into by the Development Companies with tenants in
respect of the Primary Areas and/or the Secondary Areas which are valid,
binding and in full force and effect on any relevant Calculation Date, but
which are for a term of less than 12 (twelve) months; and (ii) Advertising and
Promotion Contracts for any period which are valid, binding and in full force
and effect on any relevant Calculation Date; 


                    (b)          “Additional GOI” means the annualized Gross
Income which the Development Companies have contracted for in terms of
Additional Lease Agreements; provided,
however, that the Additional GOI shall under no circumstances exceed
the Additional GOI Cap, subject however to the provisions of § 2.9 below; 


                    (c)          “Additional GOI Cap” means the amount of €
400,000 (four hundred thousand Euro); 


                    (d)          “Advertising & Promotion Contracts”
means binding lease contracts concluded by the Development Companies in respect
of the lease of billboards and other forms of promotional activities in and/or
at the Development Project (including on its external walls and/or on the
Project Property), and which are valid and binding contracts; 


                    (e)          
“Affiliate” means any Person that
directly or indirectly, through one or more intermediaries, controls or is
controlled by or is under common control with the Person specified. For
purposes of this definition, control of a Person means the power, direct or
indirect, to direct or cause the direction of the management and policies of
such Person whether by voting power, contract or otherwise; 


                    (f)          “Amended Rights of Use Agreement” means the
Amended and Restated Rights of Use Agreement concluded by and between the
Development Companies and the Excluded Companies on the Execution Date in
respect of the Excluded Land, a copy of which is attached hereto and marked as Schedule
2.5(b);


                    (g)          “AMO Approval” has the meaning given to §
12.2(b)(i); 


                    (h)          “Ancillary Transaction Agreements” means
all those ancillary transaction agreements and contracts to be concluded
between inter alia the Parties or
the Development Companies or any of them and which are required or necessary
for the full and proper execution and perfection of the transactions provided
for in this Agreement, which include: (i) the Formal Share Purchase Agreement
for the purposes of filing with Hungarian company court as referred to in §
12.3(a) below, (ii) the Conditional Trademark License Agreement; (ii) the Bank
Guarantee; (iii) the Top-Up Guarantee; (iv) the Closing Agent Agreement; (v)
the Call Option Agreement; and (vi) the Purchaser’s Security Documents; 


2









                    (i)          “ATM Leases” means leases for the rental of
space for the installation and operation of automatic teller machines which
comply with the provisions of §2.6 below, and which are valid, binding and in
full force and effect on any relevant Calculation Date; 


                    (j)          “ATM Revenues” means any Gross Income
generated under ATM Leases, subject to the provisions of §2.6 below; 


                    (k)          “Bank Guarantee” shall have the meaning
ascribed to it in § 7.1(a) below; 


                    (l)          “Bank Guarantee Amount” means the amount of
€ 390,000,000 (three hundred and ninety million Euro); 


                    (m)          “Benchmark Project” means the Poznan Plaza
Project, located in the city of Poznan, Poland; 


                    (n)          “Books and Records” of the Development
Companies means all files, documents, instruments, papers, books and records
relating to the business, operations, condition of (financial or other),
results of operations and assets of the Development Companies, including
without limitation financial statements, ledgers, journals, deeds, title
policies, minute books, stock certificates and books, Contracts, Leases,
Permits, customer and tenant lists, rent rolls, computer files and programs,
retrieval programs, operating data and plans and environmental studies; 


                    (o)          “Bring Down Conditions” means those
conditions set out in §12.2(a) below; 


                    (p)          “Building Permit Date” means the date upon
which the Modified Building Permit became final, namely November 29th,
2006; 


                    (q)          “Business Day” shall mean a day other than
(i) Saturday and Sunday; and (ii) any day on which banks located in Hungary,
the United Kingdom, Luxembourg, The Netherlands or Israel are authorized or
obligated to close; 


                    (r)          “Businesses” shall mean the businesses,
commercial utilisation and operations of the Development Companies and/or the
Development Project; 


                    (s)          “Calculation Date” means the Closing Date,
the Interim Price Adjustment Date and the Final Price Adjustment Date, as the
case may be; 


                    (t)          “Call Option Agreement” means that certain
agreement to be entered into by and between the Merged Development Company and
Vendor on the Execution Date regarding the award of an option to the Merged
Development Company to acquire the entire quota of the Excluded Companies, on
the terms and conditions therein specified, a copy of which is attached hereto
and marked as Schedule 1.1(t)
; 


                    (u)          “Closing” means the completion of the
Transaction contemplated hereunder which is to be carried out on the Closing
Date and in the manner specified in Article XII below and in accordance with
its provisions; 


                    (v)          “Closing Additional GOI” means either: (i)
the actual Additional GOI as at the Closing Date calculated on the basis of the
signed Additional Lease Agreements concluded prior to the 


3









Closing Date;
or (ii) the Additional GOI Cap; whichever is the lower amount (subject however
to the provisions of § 2.9 below); 


                    (w)          “Closing Agent Agreement” means an
agreement between the Parties, the Closing Agent and others, substantially in
the form and text attached hereto and marked as Schedule 7.1(e); 


                    (x)          “Closing Date” shall mean, a date falling
not later than 15 (fifteen) days following the occurrence of the CP
Satisfaction Date (subject to the provisions of § 12.1 below); 


                    (y)          “Closing Primary GOI” means either: (i) the
actual Primary GOI as at the Closing Date calculated on the basis of the signed
Primary Lease Agreements concluded prior to the Closing Date; or (ii) the
Primary GOI Cap; whichever is the lower amount; 


                    (z)          “Closing Secondary GOI” means either: (i)
the actual Secondary GOI as at the Closing Date calculated on the basis of the
signed Secondary Lease Agreements concluded prior to the Closing Date; or (ii)
the Secondary GOI Cap; whichever is the lower amount (subject however to the
provisions of § 2.9 below); 


                    (aa)        “Closing NAV” shall have the meaning
ascribed to it in § 8.2(b) below; 


                    (bb)        “Closing Protocol” means the protocol to be
drawn up and executed by the Parties at the Closing and on the Closing Date in
terms of the provisions of § 12.2(c) below, to which shall be attached the
updated Schedules in respect of the Development Companies and/or the
Development Project as at the Closing Date; 


                    (cc)        “Closing Purchase Price” shall have the
meaning ascribed to it in § 6.1(a)(v) below; 


                    (dd)        “Combined GOI Cap” means that amount which
is the aggregate of the Secondary GOI Cap and the Additional GOI Cap, namely €
950,000 (nine hundred and fifty thousand Euro); 


                    (ee)        “Competent Authorities” means any
Governmental Body or other municipal body or authority having jurisdiction over
any matter pertaining to the subject matter of this Agreement, including
without limitation the granting of the Modified Building Permit; 


                    (ff)        “Completion Criteria” shall mean that the
Development Project: (i) has been Practically Completed in accordance with the
Construction Documentation in all material respects, save for minor completion
items specified on the Completion Punch List which do not impair the operation
of or detract from the value of the Development Project; (ii) has obtained the
Temporary Occupancy Permit, and such other temporary permits and authorizations
required by operation of law for the construction, opening and full operation
(including commercial utilisation) of the Development Project, which are legal
and valid as at the CP Satisfaction Date and as at the Closing Date; and (iii)
has been opened to the public, with all service areas, including pedestrian and
vehicular access to public roads and streets, as specified in the Construction
Documentation, and all the additional works required pursuant to and/or as a
condition to the Modified Building Permit and/or the Temporary Occupancy Permit
shall have been completed or fully provided for in the Final Closing Accounts
(as defined in § 8.3(n) below); 


                    (gg)        “Completion Punch List” shall have the
meaning ascribed to it in § 4.1(d) below; 


4









                    (hh)        “Conditions” means the following matters
(each a “Condition” and together “Conditions”): (i) Conditions Precedent for
Delivery; (ii) Bring Down Conditions; and (iii) Transactions Approvals; 


                    (ii)        “Conditions Precedent for Delivery” shall
have the meaning ascribed to it in §4.4(a) below; 


                    (jj)        “Conditional Trademark License Agreement”
means the agreement to be entered into by and among, inter alia, Purchaser, the Management Company and Vendor on
the Execution Date, in terms of which Vendor shall award a license for the use
by the Development Companies and/or the Development Project of the “Arena
Plaza” tradename following the Closing Date, on the terms and conditions
specified therein, in the form and text attached hereto as Schedule 1.1(jj);


                    (kk)       “Construction Agreements” means all agreements,
contracts and other legally binding instruments to be concluded between the
Development Companies and the building contractors, architects, consultants,
designers, suppliers and all other relevant disciplines in connection with
and/or pertaining to the execution of the Construction Works; 


                    (ll)         “Construction Documentation” means
collectively, the Modified Building Permit, the Public Road Permit and the
Marketing Plan; 


                    (mm)      “Construction Loan Facility” means all
those construction loans and other financing loans which have been and/or which
shall be taken out by the Development Companies in order to finance the
Construction Works in terms of § 3.5 below, and which are or shall be specified
in the Project Liabilities Schedule at the Closing (Schedule 1.1(iiiii)); 


                    (nn)        “Construction Loan Repayment Amount” means
the aggregate amount to be paid by the Development Companies to the Financing
Banks at the Closing Date for the full and final repayment of the Construction
Loan Facility, as specified in the Waivers and Consents and in the Project
Liabilities Schedule; 


                    (oo)        “Construction Permits” means the Modified
Building Permit and the Public Roads Permit; 


                    (pp)        “Construction Timetable” means the agreed
timetable for the execution and completion of the Construction Works; 


                    (qq)        “Construction Works” means all the
construction, mechanical, engineering and other works and disciplines which are
to be executed and performed for and/or in connection with the construction and
completion of the Development Project in terms of the Construction
Documentation in accordance with the provisions of Articles III and IV below; 


                    (rr)        “Contractors” shall have the meaning
ascribed to it in § 3.1 below; 


                    (ss)        “Contractor’s Agreements” means any and all
agreements entered into between the Contractors and the Development Companies
in respect of the Construction Works; 


                    (tt)        “Critical Tenants” means the anchor and key
tenants of the Development Project detailed in the Critical Tenant Schedule
attached hereto as Schedule 1.1(tt);



5









                    (uu)        “CP Satisfaction Date” means the date upon
which the Conditions Precedent for Delivery with respect to the Development
Project have been either fulfilled or waived by Purchaser; 


                    (vv)        “Definitive Closing Accounts” shall have
the meaning ascribed to it in § 8.3(a) below; 


                    (ww)        “Digital Advertising Facility” means the
digital advertising facility which the Vendors propose is to be erected on the
external walls of the Development Project, which shall be governed by the
provisions of § 2.7 below; 


                    (xx)        “Disclosed” means fairly disclosed to
Purchaser in the Vendor’s Disclosure Schedule and/or the Supplemental Vendor’s
Disclosure Schedule with sufficient clarity and detail to enable Purchaser to
identify clearly and accurately the nature, scope and effect of the matter
disclosed; 


                    (yy)        “Development Companies” means the companies
detailed and specified in the Rights Acquisition Schedule; 


                    (zz)         “Development Project” means the entire
“Arena” shopping and entertainment center (included within the Project
Property) together with any service areas (including internal roads) detailed
and specified in the Property Schedule, subject to the Rights of Use awarded to
the Excluded Companies in terms of the Amended Rights of Use Agreement; 


                    (aaa)       “Employee” means any employee of the
Development Companies who is employed in connection with the Businesses; 


                    (bbb)       “Equity Rights” or “Quota” means the whole of the quota (in
Hungarian: üzletrész)
representing the equity in the capital of and voting rights in the Development
Companies (or the Merged Development Company as the case may be), together with
all other rights and interests bestowed by operation of applicable law on the
holders thereof, including without limitation the right to receive dividends
and other forms of profit distributions, and surplus assets upon liquidation; 


                    (ccc)          “Excepted Leases” means: (i) leases with Critical Tenants; (ii) Advertising & Promotion Contracts;
(iii) leases in respect of storage
areas which are leased separately in terms of the provisions of § 2.10 below; (iv) ATM Leases and/or Additional Lease
Agreements which are for periods of less than 12 months; and (v) any leases signed prior to the
Execution Date, as specified in the Leases Schedule as at the Execution Date
attached hereto as Schedule 9.23(a); 


                    (ddd)        “Excluded Companies” means (i) Kerepesi 4 Szálloda Ingatlanfejlesztő
Korlátolt Felelő sségű Társaság. (seat: 1062 Budapest, Andrássy út 59., company
registration number: 01-09-738976); and (ii) Kerepesi 5 Irodaépület
Ingatlanfejlesztő Korlátolt Felelő sségű Társaság. (seat: 1062 Budapest, Andrássy
út 59, company registration number: 01-09-738980); both of which are wholly
owned subsidiaries of Vendor and the beneficiaries of the Amended Rights of Use
Agreement; 


                    (eee)       “Excluded Land” means that portion of the
Kerepesi Land which is delineated in red on the plan attached to the Property
Schedule, and which is the subject of the Amended Rights of Use Agreement; 


                    (fff)       “Execution Date” means the date of the
signing and execution of this Agreement; 


6









                    (ggg)       “Failed Transaction Costs” means those
costs incurred by Purchaser which Vendor has undertaken to reimburse in terms
of the provisions of § 4.7 below, in the maximum amounts specified in Schedule
4.7 attached hereto; 


                    (hhh)       “Final Closing Accounts” shall have the
meaning ascribed to it in § 8.3(n) below; 


                    (iii)          “Final Additional GOI” means the Additional
GOI calculated on the basis of the Additional Lease Agreements executed by the
Development Companies during the period commencing on the day immediately
following the Interim Price Adjustment Date and terminating on the Final Price
Adjustment Date; provided, however,
that (i) the relevant Additional Lease Agreement has not been included in
either the Closing Additional GOI or the Interim Additional GOI; and (ii) the
Additional GOI Cap is not exceeded (subject however to the provisions of § 2.9; 


                    (jjj)          “Final NAV” shall have the meaning ascribed
to it in § 8.3(o) below. 


                    (kkk)       “Final Occupancy Permit” means the final
and valid occupancy permit (in Hungarian: “hasznalatbaveteli
engedely”) following the lapse of all rights of challenge under
applicable law (subject to the provisions of § 3.10(b)(iv) below), and the
final and valid road permit in respect of the Public Roads Permit (in
Hungarian: “forgalombahelyezesi engedely”)
following the lapse of all rights of challenge under applicable law (subject to
the provisions of § 3.10(b)(iv) below), which allow for the opening, operation
and commercial utilization of the entire Development Project, and which are to
be granted and stamped by the competent Governmental Body in accordance with
the Modified Building Permit and the Temporary Occupancy Permit; 


                    (lll)          “Final Price Adjustment Date” means that
date which is the earlier of: (i) the first anniversary of the Closing Date;
or (ii) the Lease-Up Break-Off Date; 


                    (mmm)     “Final Price Adjustment Payment” shall have
the meaning ascribed to it in § below; 


                    (nnn)         “Final Primary GOI” means the Primary GOI
calculated on the basis of the Primary Lease Agreements executed by the
Development Companies during the period commencing on the day immediately
following the Interim Price Adjustment Date and terminating on the Final Price
Adjustment Date, provided, however,
that: (i) the relevant Primary Area has not been included in either the
Closing Primary GOI or the Interim Primary GOI and subsequently been vacated or
re-leased; and (ii) the Primary GOI Cap is not exceeded; 


                    (ooo)        “Final Secondary GOI” means the Secondary
GOI calculated on the basis of the Secondary Lease Agreements executed by the
Development Companies during the period commencing on the day immediately
following the Interim Price Adjustment Date and terminating on the Final Price
Adjustment Date; provided, however,
that (i) the relevant Secondary Area has not been included in either the
Closing Secondary GOI or the Interim Secondary GOI and subsequently been
vacated or re-leased; and (ii) the Secondary GOI Cap is not exceeded (subject
however to the provisions of § 2.9; 


                    (ppp)        “Financing Banks” means those banking
institutions which have granted and/or will grant Construction Loan Facilities
to the Development Companies, all as shall be more fully detailed and specified
in the Project Liability Schedule; 


7









                    (qqq)        “Financing Banks Securities” means the
securities and collaterals granted or to be granted to the relevant Financing
Banks in respect of each of the Construction Loan Facilities, all as more fully
detailed and specified in the Project Liabilities Schedule, as updated at the
Closing Date; 


                    (rrr)          “Formal Share Purchase Agreement” means the
business quota transfer agreement in the form and text attached hereto as
Schedule 12.3(a), which the Parties have undertaken to execute and conclude on
the Closing Date in accordance with the provisions of § 12.3(a) below; 


                    (sss)        “Future Development” means the future and
as yet undetermined project which is to be constructed upon the Excluded Land
by the Excluded Companies in terms of the Amended Rights of Use Agreement; 


                    (ttt)         “Good Standing Tenants” shall have the
meaning ascribed to it in § 2.8 below; 


                    (uuu)       “Governmental Body” means any competent (i)
nation, province, state, county, city, town, village, district, or other
jurisdiction of any nature; (ii) provincial, state, local, municipal, or other
government; (iii) governmental or quasi-governmental authority of any nature
(including any governmental agency, branch, department, official, or entity and
any court or other tribunal); or (iv) body exercising, or entitled to exercise,
any administrative, executive, judicial, legislative, police, regulatory, or taxing
authority or power of any nature;


                    (vvv)        “Gross Income” means gross income, rentals
and revenues paid by and/or received from tenants under any Lease Agreements;
which are for the benefit of the Development Companies, excluding service
charges, insurance and other re-charged expenses, and value added tax; 


                    (www)       “Gross Lettable Area” or “GLA” means the gross area of the
Development Project which is available for lease-up and commercialization; 


                    (xxx)       “Indebtedness” of any Person means all
obligations of such Person (i) for borrowed money, (ii) evidenced by notes,
bonds, debentures or similar instruments, (iii) for the deferred purchase price
of goods or services (other than trade payables or accruals incurred in the
ordinary course of business), (iv) under leases or (v) in the nature of
guarantees of the obligations described in clauses (i) through (iv) above of
any other Person; 


                    (yyy)        “Interim Additional GOI” means the
Additional GOI calculated on the basis of Additional Lease Agreements executed
by the Development Companies during the period commencing on the day
immediately following the Closing Date and terminating on the Interim Price
Adjustment Date, provided, however,
that: (i) the relevant Additional Lease Agreement has not been included in the
Closing Additional GOI; ; and (ii) the Additional GOI Cap is not exceeded
(subject however to the provisions of § 2.9 below; 


                    (zzz)       “Interim Price Adjustment Date” means that
date which is 90 (ninety) days following the Closing Date; 


                    (aaaa)      “Interim Price Adjustment Payment” means
the amount of the price adjustment to be paid by Purchaser to Vendor on the
Interim Price Adjustment Date, calculated in the manner provided for in §
6.3(a)(iv) below. 


8









                    (bbbb)      “Interim Primary GOI” means the Primary GOI
calculated on the basis of Primary Lease Agreement executed by the Development
Companies during the period commencing on the day immediately following the
Closing Date and terminating on the Interim Price Adjustment Date, (provided, however, that: (i) the relevant
Primary Area has not been included in the Closing Primary GOI and subsequently
been vacated or re-leased; and (ii) the Primary GOI Cap is not exceeded; 


                    (cccc)      “Interim Secondary GOI” means the Secondary
GOI calculated on the basis of Secondary Lease Agreement executed by the
Development Companies during the period commencing on the day immediately
following the Closing Date and terminating on the Interim Price Adjustment
Date, provided, however, that:
(i) the relevant Secondary Area has not been included in the Closing Secondary
GOI and subsequently been vacated or re-leased; and (ii) the Secondary GOI Cap
is not exceeded (subject however to the provisions of § 2.9 below; 


                    (dddd)      “Issuing Bank” means the bank issuing the
Bank Guarantee; 


                    (eeee)      “Kerepesi Land” means the entire area of
land measuring 122,857 square meters which is comprised of the Project Property
and the Excluded Land, as detailed and specified in the Property Schedule; 


                    (ffff)          “Knowledge of Vendor” shall mean the actual
knowledge of the incumbent officers, employees and directors of Vendor, or of
the Development Companies where relevant, or knowledge which the incumbent
officers, employees and directors of Vendor, or of the Development Company
where relevant, ought reasonably to have had in the circumstances of any
particular matter after reasonable investigation; 


                    (gggg)       “Land Ownership Criteria” means, that the
Development Companies shall be the sole, registered, unrestricted and
unencumbered owners of the freehold title in and to the Project Property and
the Development Project as at the CP Satisfaction Date and the Closing Date
(save only for: (i) the Rights of Use awarded to the Excluded Companies in
respect of the Excluded Land in terms of the Amended Rights of Use Agreement
referred to in § 2.4 below; and (ii) Permitted Liens; and (iii) the Financing
Bank Securities prior to the Closing Date); 


                    (hhhh)        “Land Registry Extracts” means (i) the official
extracts issued by and/or obtained from the Lands Registry Office in respect of
Kerepesi Land, which shall each bear a date of issue not earlier than 7 (seven)
Business Days prior to the Execution Date and the Closing Date, as the case may
be; together with (ii) the non-official extracts obtained from the electronic
database of the Land Registry Office in respect of the Kerepesi Land and which
(i) and (ii) both shall be attached as Exhibit B to the Property Schedule
(Schedule 1.1(lllll)); and (iii) are to be furnished by Vendors to Purchasers
at Closing in terms of the provisions of § 12.2(c)(ii) below; 


                    (iiii)          “Law” means any applicable law (including
common law), statute, rule, regulation, ordinance, extension order, or other
pronouncement having the effect of law in the Kingdom of The Netherlands and/or
the Republic of Hungary, as the case may be, or in any other country or
Governmental Body having jurisdiction in matters pertaining to the subject
matter of this Agreement; 


                    (jjjj)          “Lease Agreements” means, collectively,
Primary Lease Agreements, Secondary Lease Agreements, Additional Lease
Agreements and ATM Leases, including all amendments, extensions, renewals,
guaranties and other written agreements with respect thereto, pursuant to which
the  Development
Companies grant and the relevant tenant accepts the right to use or occupy the
Primary Areas, Secondary Areas, and other areas which are the subject of
Additional Lease Agreements and/or ATM Leases; 


9








                    (kkkk)      “Lease-Up Break-Off Date” shall have the
meaning ascribed to it in § 5.3 below; 


                    (llll)      “Lease-Up Criteria” means that Primary
Lease Agreements have been executed in respect of not less than 70% (seventy
percent) of the GLA of the Development Project, of which amount not less than
90% shall satisfy the following lease term ratios, namely: (i) not less than
80% have terms of 5 years or more; (ii) not more than 10% have terms of between
3 (three) to 5 (five) years; and (iii) not more than 10% have terms of less
than 3 (three) years and in respect of Primary Lease Agreements with Critical
Tenants, these shall have been approved by Purchaser prior to their respective
execution, such approval not to be unreasonably withheld or delayed; 


                    (mmmm)   “Lease-Up Strategies” means those criteria,
procedures and leasing guidelines which have been agreed between the Parties in
respect of the lease-up and commercialization of the Development Project, as
detailed and specified in the Lease-Up Strategies Schedule attached hereto as
Schedule 5.1; 


                    (nnnn)      “Liability” means any Indebtedness,
obligation or other liability of a Person (whether absolute, accrued,
contingent, fixed or otherwise, or whether due or to become due); 


                    (oooo)      “Lien” means any mortgage, pledge, lien,
charge, claim, security interest, adverse claims of ownership or use,
restrictions on transfer, defect of title, right to acquire, right of pre emption,
third party right or interest or other encumbrance of any sort; 


                    (pppp)       “Long Stop Date” means: June 30th,
2008; 


                    (qqqq)        “Management Company” means Messrs. DTZ
Ingatlan Uzemelteto Kft., of Elajosy-Zsilinsky ut. 42-46, H-1054 Budapest
(Registration No. 09-698261), being the management company to be appointed
jointly by Vendor and Purchaser, to whom the management of the Development
Project shall be entrusted prior to and following the Closing Date, as specified
in § 4.3 below; 


                    (rrrr)           “Marketing Plan” means the marketing plan
for the Development Project a copy of which is attached hereto as Schedule 1.1(rrrr), as updated from
time to time prior to the Closing Date; 


                    (ssss)          “Merged Company Extract” means the official
extract from the competent Court of Registration confirming that the merger of
the Development Companies referred to in §2.4 below has been finalized and all
objection periods allowed under applicable Law have lapsed with no challenges
having been filed, which shall be dated not earlier than 7 (seven) days prior
to the Closing Date; 


                    (tttt)           “Merged Development Company” shall have the
meaning ascribed to it in § 2.4(b)(iv) below; 


                    (uuuu)        “Modified Building Permit” means the final,
lawful and valid modified building permits issued by the Competent Authorities
on the Building Permit Date, a copy of which is attached hereto and marked as Schedule 1.1(uuuu); 


10









                    (vvvv)     “Net Asset Methodology Schedule” means the
schedule attached hereto as Schedule
1.1(vvvv) setting out the agreed methodologies for the
calculation of the Closing NAV and the Final NAV in terms of §§ 8.2(b) and
8.3(o) below; 


                    (wwww)    “Order” means any writ, judgment, decree,
injunction, administrative order, directive or similar order or directive of
any Governmental Body (in each such case whether preliminary or final); 


                    (xxxx)      “Permit” means the licenses, permits,
authorizations, registrations, certificates, variances, approvals, consents and
franchises and similar rights obtained from governments and any Governmental
Body, and any pending applications relating to the foregoing in respect of
and/or in connection with the Development Companies and/or the Development
Projects and/or the Businesses and/or the Purchased Assets; 


                    (yyyy)       “Permitted Liens” means (i) all Financing
Bank Securities in respect of the Construction Loan Facility; (ii) the Amended
Rights of Use Agreements (and prior to the registration thereof as contemplated
in § 2.5(b) below, the Agreement dated April 17, 2005 as amended by the
Agreement dated September 30, 2005 and by the Supplemental Agreement dated
November 10, 2005 regarding the land use rights awarded to the Excluded
Companies in respect of the Excluded Land); (iii) all specific liens, easements
and other registered third party rights recorded in the Land Registry Extracts
to be attached hereto as an exhibit to the Property Schedule on the Execution
Date (Schedule 1.1(iiiii);; (iv) liens arising by operation of law in respect
of goods supplied or services rendered in the ordinary course of business consistent
with past practice for amounts that are not due and payable as of the Closing
Date or being contested in good faith and for which appropriate reserves have
been established in the Proforma Closing Accounts and the Definitive Closing
Accounts; and (v) legal easements and rights of access mandated by operation of
law whether or not recorded in the Land Registry Extracts which do not violate
the current use or occupancy of the Development Project, nor the operation of
the Development Project as currently conducted on the Project Property, and
which do not and may not detract from the value, use, operation or transfer of
the Development Companies and/or the Development Project; provided, however, that no liens,
encumbrances or other third party rights, other than Financing Bank Securities
which shall terminate and be deleted on the Closing Date, shall be permitted
against the Equity Rights to be acquired by Purchaser pursuant to the
provisions of this Agreement (subject to the provisions of § 3.5(c) below; 


                    (zzzz)       “Person” means any individual, corporation
(including any non-profit corporation), company, general or limited
partnership, limited liability company, joint venture, estate, trust,
association, organization, labor union, Governmental Body or other entity; 


                    (aaaaa)      “Practical Completion” shall have the
meaning ascribed to it in § 4.1(c) below; 


                    (bbbbb)      “Prepayment Costs” means any costs,
penalties and other payments (including costs, fines, breakage costs,
penalties, prepayment fees, arrangement fees, syndication fees, financial
management fees and all other costs and expenses, including legal costs, and
other disbursements which may be incurred in consequence of the fact that the
Construction Loan Facility is repaid to the Financing Banks on a date other
than an interest payment date, and in respect of the early termination of any
hedging arrangements or fixed rate contracts) which may become due and payable
to the Financing Banks upon the early repayment of the Construction Loan
Facility on the Closing Date, provided
however that the maximum amount of Prepayment Costs to be borne by Purchaser in
terms of the provisions of § 3.5(c) below shall not exceed € 300,000 (three
hundred thousand Euro); 


11









                    (ccccc)       “Primary Areas” means shops and retail
units (including ancillary storage if leased jointly), storage areas (if leased
separately in accordance with the provisions of § 2.10 below), areas in the
Amphitheatre and restaurant seating areas; 


                    (ddddd)       “Primary GOI” means the annualized Gross
Income (including Step-Up Rents) which the Development Companies have
contracted for in terms of Primary Lease Agreements; provided, however, that the Primary GOI shall under no
circumstances exceed the Primary GOI Cap; 


                    (eeeee)       “Primary GOI Cap” means the amount of
€23,500,000 (twenty three million five hundred thousand Euro); 


                    (fffff)          “Primary GOI Yield” means the agreed
capitalization rate to be applied in respect of the Primary GOI at any
Calculation Date, as well as in respect of the Vacant Areas on the Final Price
Adjustment Date, namely 5.9% (five and nine-tenths percent); 


                    (ggggg)       “Primary Lease Agreements” means all lease
agreements entered into by the Development Companies in respect of the Primary
Areas, which: (i) are valid, binding and in full force and effect on any
relevant Calculation Date; (ii) are in the form of the Standard Form Lease in
all material respects (save in respect of Excepted Leases); (iii) are for a
term of 12 (twelve) months or more; and (iv) are entered into with Good
Standing Tenants; subject however to the provisions of § 2.11 below; 


                    (hhhhh)       “Proforma Closing Accounts” shall have the
meaning ascribed to it in § 8.1(a) below; 


                    (iiiii)           “Project Liabilities Schedule” means the
schedule attached hereto and marked as Schedule
1.1(iiiii), setting out the details and particulars of the
Construction Loan Facilities, as well as all other Liabilities of the Development
Companies, as updated on the Closing Date; 


                    (jjjjj)           “Project Manager” means the qualified
engineer who shall be appointed by Vendor to act as the project manager in
charge of the execution of the Construction Works; 


                    (kkkkk)       “Project Property” means all parts of the
Kerepesi Land which are not Excluded Land, which is owned by the Development
Companies, including without limitation: the parcels of land underlying the
Development Project; its external areas; access routes owned or leased by the
Development Companies; easements and rights of passage enjoyed by the
Development Companies over access routes; the internal and external parking
facilities; and the underground and air rights, if applicable; all as detailed
in the Property Schedule and which is delineated in blue on the map attached to
the Property Schedule (Schedule 1.1(kkkkk)); 


                    (lllll)          “Property Schedule” means the schedule
attached hereto as Schedule 1.1(lllll)
setting out the details and particulars of the Project Property, including the
floor plans of the Development Project appendixed thereto as exhibits, and
specifying the nature and conditions of the ownership rights enjoyed by the
Development Companies therein; 


                    (mmmmm)   “Public Roads Permit” means the final and
valid permit for the construction of ingress and egress to and from, and other
works related to, the public roads adjacent to the Project Property (in
addition to the Modified Building Permit as hereinabove defined), a copy of
which is attached hereto comprising part of Schedule 1.1(mmmmm);


12









                    (nnnnn)      “Purchased Assets” means, refers to and
includes all the equipment, machinery, properties, rights, titles, assets
(tangible and intangible) and other interests which are owned, used or held for
use by the Development Companies and/or the Development Project related to
and/or in connection with the Business; 


                    (ooooo)     “Purchaser’s Security Documents” means the
documents and security instruments which the Purchaser and/or the Development
Companies are required to execute and deliver in favour of the Issuing Bank in
order to enable the issuance of the Bank Guarantee, as detailed and specified
in the Closing Agent Agreement (Schedule 7.1(e)); 


                    (ppppp)      “Purchaser’s Accountants” means: Messrs.
Deloitte Advisory s.r.o., of Apollo BC, Prievozska 2/B, 82109 Bratislava,
Slovak Republic; 


                    (qqqqq)       “Purchaser’s Group Approvals” means the
approval of the Transactions, as incorporated in this Agreement and the
Ancillary Transaction Agreements, of the Board of Directors of Purchaser, which
has been obtained prior to the Execution Date; 


                    (rrrrr)       “Quota” shall mean the Equity Rights; 


                    (sssss)     “Representatives” means, with respect to a
Person, that Person’s officers, directors, employees, accountants, legal
counsel, agents and other representatives; 


                    (ttttt)       “Rights Acquisition Schedule” means the
schedule of the Equity Rights to be acquired by Purchaser in the Development
Companies pursuant to the provisions of this Agreement attached hereto and
marked as Schedule 1.1(ttttt); 


                    (uuuuu)     “Rights of Use” shall mean those rights
awarded to the Excluded Companies in respect of the Excluded Land in terms of
the Amended Rights of Use Agreement; 


                    (vvvvv)       “Secondary Areas” means kiosks located
within the Development Project, the location of which shall be determined in
consultation with Purchaser, in good faith and in the best commercial interests
of the Development Project; 


                    (wwwww) “Secondary
GOI” means the annualized Gross Income which the Development Companies have
contracted for in terms of Secondary Lease Agreements; provided, however, that the Secondary GOI
shall under no circumstances exceed the aggregate amount of € 550,000 (five
hundred and fifty thousand Euro), subject however to the provisions of § 2.9
below; 


                    (xxxxx)     “Secondary GOI Cap” means the amount of €
550,000 (five hundred and fifty thousand Euro); 


                    (yyyyy)     “Secondary GOI Yield” means the agreed
capitalization rate to be applied in respect of the Secondary GOI, the
Additional GOI and the ATM Revenues at any Calculation Date, namely 7.5% (seven
and one-half percent); 


                    (zzzzz)       “Secondary Lease Agreements” means all
lease agreements entered into by the Development Companies with tenants in
respect of the Secondary Areas, which: (i) are valid, binding and in full
force and effect on any relevant Calculation Date; (ii) are in all material
respects in compliance with the standard form for such contracts presented to
Purchaser prior to the Execution Date and attached as Exhibit II to the
Lease-Up Strategies Schedule; and (iii) are for a term of 12 (twelve) months or
more;  provided
however that not more than 23 (twenty three) Secondary Lease Agreements will be
permitted within the Development Project; 


13









                    (aaaaaa)     “Shareholder Loans” means the shareholder
loans advanced or to be advanced by Vendor and/or its Affiliates to the
Development Companies, all as detailed and specified in the Shareholder Loan
Schedule, which shall be updated as at the Closing Date in respect of both
Development Companies; 


                    (bbbbbb)     “Shareholder Loan Amounts” means, with
respect to each and all of the Shareholder Loans, the entire (100%) aggregate
amount of those Shareholder Loans (principal and interest as at the Closing
Date), which are due and payable by the Development Companies to Vendor and/or
its Affiliates as at the Closing Date, all as specified in the Shareholder Loan
Schedule which shall be updated as at the Closing Date in respect of both
Development Companies and subject to verification in terms of the provisions of
§ 8.3 below; 


                    (cccccc)     “Shareholder Loan Schedule” means the
schedule attached hereto as Schedule
1.1(aaaaaa), specifying the Shareholder Loans and the estimated
Shareholder Loan Amount which shall be updated as at the Closing Date in
respect of both Development Companies; 


                    (dddddd)     “Short Stop Date” means July 20th,
2007 (subject to any agreed extensions in terms of § 2.1(c) below); 


                    (eeeeee)       “Step Up Rents” means rentals which are
incremented over the life of the relevant Primary Lease Agreement being
accounted for on any Calculation Date (other than the base rent provided for in
the relevant Primary Lease Agreement which are included in the Primary GOI as
at the relevant Calculation Date), which shall be calculated separately in
accordance with the methodology attached hereto and marked as Schedule 1.1(eeeeee) and capitalized at
the Primary GOI Yield; 


                    (ffffff)         “Standard Form Lease” means, the standard
form of the Primary Lease Agreements which has been prepared by Vendor and
approved by Purchaser, and which comply with the relevant provisions of
applicable law in Hungary, a copy of which is attached as Exhibit I to the
Lease Up Strategies Schedule, subject to any agreed modifications; 


                    (gggggg)     “Supplemental Vendor’s Disclosure Schedule”
means a disclosure letter (if any) of even date with the Closing Date from
Vendor to Purchaser relating to the Warranties and events occurring after the
Execution Date only together with any documents annexed to it; 


                    (hhhhhh)     “Target Opening Date” means: the target
date for the opening of the Development Project, namely October 30th,
2007; 


                    (iiiiii)          “Temporary Occupancy Permit” means the
temporary valid occupancy permit (in Hungarian: “ideiglenes hasznalatbaveteli engedely”) and temporary valid
road permit in respect of the Public Road Permit (in Hungarian: “ideiglenes forgalombahelyezesi engedely”)
allowing for the opening to the public, operation and commercial utilisation of
the Development Project, which shall have been issued and stamped by the
competent Governmental Body in accordance with the Building Permit and the
Public Roads Permits respectively; 


                    (jjjjjj)          “Tenant List” means, the exact and complete
list (rent roll) of good standing tenants as at any applicable Calculation
Date, specifying inter alia, the
Primary, Secondary and Additional GOI (and ATM Revenues, if relevant) as at the
relevant Calculation Date according to signed, valid and  binding
Primary, Secondary and Additional Lease Agreements (and ATM Leases, if
relevant), and denominated in Euro currency, save as provided to the contrary
in terms of the Lease-Up Strategies Schedule; 


14









                    (kkkkkk)      “Top-Up Guarantee” means the bank guarantee
to be furnished by Purchaser to Vendor on the Closing Date in an amount
equivalent to the Top-Up Amount in terms of the provisions of § 7.2(a) below,
in the form and text attached hereto as Schedule 7.2(a); 


                    (llllll)           “Top-Up Amount” means that amount by which
the Transaction Price Cap exceeds the Total Closing Payment Amount; 


                    (mmmmmm)
“Total Closing Payment Amount”
means that amount which is the aggregate of: (i) the Construction Loan
Repayment Amount; (ii) the Shareholder Loan Amount; (iii) the Closing Purchase
Price; and (iv) the NAV Payment; all as calculated in accordance with the
provisions of §6.1 below; 


                    (nnnnnn)        “Transactions” means the transactions which
are the subject matter of this Agreement and the Ancillary Transaction
Agreements; 


                    (oooooo)        “Transaction Accountants” means Messrs.
KPMG Hungaria Kft.; 


                    (pppppp)        “Transaction Approvals” means all those
approvals which are required for the completion of the Transactions are
detailed and specified in § 12.2(b) below, namely: (i) the Waivers and
Consents; (ii) the AMO Approval, to the extent required; and (iii) the Merged
Company Extract; 


                    (qqqqqq)        “Transaction Conditions Precedent” shall
have the meaning ascribed to it in § 2.1(a) below; 


                    (rrrrrr)            “Transaction Price Cap” means the amount of
€ 400,000,000 (four hundred million Euro); 


                    (ssssss)          “Transaction Agreements” means, this
Agreement and the Ancillary Transaction Agreements; 


                    (tttttt)            “Vacant Areas” means those Primary Areas
which remain vacant at the Final Price Adjustment Date, provided that the Gross
Income deriving from such vacant areas shall not have been included in the
calculation of the Closing Primary GOI or in the Interim Primary GOI; 


                    (uuuuuu)        “Vacant Areas Payment” means the amount to
be paid by Purchaser to Vendor on the Final Price Adjustment Date in respect of
the Vacant Areas, calculated in the manner provided for in § 6.4(a)(vi) below; 


                    (vvvvvv)        “Vendor’s Disclosure Schedule” means a
disclosure letter of even date with the Execution Date from Vendor to Purchaser
relating to the Warranties together with any documents annexed to it which
shall be attached hereto as Schedule 9.1; 


                    (wwwwww)    “Vendor Group Approvals” means the approval
of the Transactions, as incorporated in this Agreement and the Ancillary
Transaction Agreements, of the Board of Directors of Vendor, which has been
obtained prior to the Execution Date; 

15










                    (xxxxxx)          “Waivers and Consents” means the waivers
and consents to be furnished by the Financing Banks in respect of the
Transactions, which are to be obtained on or before the Closing Date, copies of
which will be attached hereto as Schedule
12.2(b)(ii).


ARTICLE II - THE TRANSACTION


          2.1     Transaction Conditions Precedent. 


                    (a) Notwithstanding anything to the
contrary contained in this Agreement, it is hereby specifically agreed and
understood that the validity and performance of this Agreement is conditional
upon the fulfillment of the following conditions precedent (“Transaction Conditions Precedent”) by not
later than the Short-Stop Date (subject to any agreed extensions), namely:


                                  (i)          Purchaser shall have furnished Vendor with the
Bank Guarantee in the exact form and text attached hereto as Schedule 7.1(a)
(subject to any amendments which shall have been agreed to by Vendor in terms
of the provisions of § 7.1(a) below); and


                                  (ii)         Purchaser, Vendor, the Closing Agent, the
Issuing Bank and all other relevant parties shall have duly and properly signed
and executed the Closing Agent Agreement substantially in the form and text attached hereto as
Schedule 7.1(e), subject to any amendments agreed by the Parties.


                    (b) In the event that the Transaction Conditions
Precedent shall not have been fulfilled by the Short-Stop Date, then and in
such event and in the absence of an agreed extension in terms of §
2.1(c) below,
either Purchaser or Vendor shall be entitled to terminate this Agreement with
immediate effect by written notice to the other Party. Any termination of this
Agreement by either Party in terms of this § 2.1(b) shall be without sanction or
penalty to either Party, and each Party shall bear its own costs and expenses
incurred in respect of and/or in connection with the Transaction and/or this
Agreement.


                    (c) Notwithstanding the aforegoing, Vendor shall be
entitled in its discretion to extend the Short-Stop Date, and shall not
unreasonably refuse a request by Purchaser to do so if there are clear
indications that the Transaction Conditions Precedent will be fulfilled within
such extended period.


          2.2    Purchase and Sale of Equity Rights. Subject at all times to: (i) the fulfillment of the Transaction Conditions Precedent by
the Short-Stop Date (subject to any agreed extensions); and (ii) the fulfillment or waiver of all of
the Conditions; Purchaser shall irrevocably purchase from Vendor, and Vendor
shall irrevocably sell, convey and transfer with full title guarantee to
Purchaser, the entire Equity Rights (representing on the Closing Date 100% of
the entire Equity Rights in and to the relevant Development Companies as
indicated in the Rights Acquisition Schedule) free and clear of all Liens other
than Permitted Liens.


          2.3    Assignment of Shareholder Loans. 


                    (a) Subject to § 2.3(d) below, upon the terms and subject to the conditions set
forth herein, on the Closing Date, Vendor shall assign and transfer to
Purchaser the full amount of the Shareholder Loan Amount, and the Parties shall
notify the Development Companies as obligor of such assignment. The Shareholder
Loans shall be free and clear of all Liens. 


16








                    (b) In
the event that the Final Closing Accounts determined in terms of the provisions
of §8.3(n)
below shall reveal discrepancies between the Shareholder Loan Amount paid to Vendor on the Closing Date and the final
aggregate amount of the outstanding Shareholder Loans as reflected in the Final
Closing Accounts, then and in such event an adjustment shall be carried out by
not later than the NAV Adjustment Date (as defined in § 8.3(o) below), in such manner that:
(i) the amount of the Shareholder Loan Amount shall be increased on a
Euro-for-Euro basis, by an amount of the difference, if positive, between the
final aggregate amount of the Shareholder Loans as reflected in the Final
Closing Accounts and the amount of the Shareholder Loans Amounts paid on the
Closing Date as aforesaid, and a corresponding reduction in the price allocated
to the sale of the Equity Rights shall be recorded; or (ii) the amount of the
Shareholder Loan Amount shall be reduced on a Euro-for-Euro basis, by an amount
of the difference, if negative, between the final aggregate amount of the
Shareholder Loans as reflected in the Final Closing Accounts and the amount of
the Shareholder Loans Amounts paid on the Closing Date as aforesaid, and a
corresponding increase in the price allocated to the sale of the Equity Rights
shall be recorded. All amounts for payment in terms of this sub-section shall
bear interest at the rate specified in §6.6(a) below. 


                    (c)
 In the
event that the recorded creditor of any Indebtedness which is to be assigned as
a Shareholders’ Loan in terms of this Section is an Affiliate of Vendor, then
and in such event Vendor shall cause such Affiliate to assign the relevant
agreement to the Purchaser so as to effect the assignment of said loan as
contemplated in terms of this Section.


                    (d)
 Not
less than ten Business Days prior to the Closing Date, Purchaser may by written
Notice to Vendor request that the Shareholder Loans be either: (i) repaid in
full on the Closing Date; or (ii) capitalized and converted into quota of the
Development Companies and in either case the provisions of §§2.3(b) and 2.3(c) shall not apply.


                    (e)
 In the
case that Purchaser requests Vendor to repay the Shareholder Loans on the
Closing Date in terms of § 2.3(d)(i) above, then Vendor shall, if the Financing
Banks so require, ensure that Financing Banks are joined as parties to the
Closing Agent Agreement, and shall procure that the Shareholder Loans are fully
redeemed and that all Financing Bank Securities are terminated in their
entirety as at the Closing Date.


          2.4    Merger
of the Development Companies. 


                    (a)
Vendor hereby declares that it has
commenced the merger of the Development Companies, which procedure shall be
completed prior to the Closing Date. Subject to the following provisions, by
affixing its signature to this Agreement, Purchaser hereby consents to and
approves the proposed merger of the Development Companies.


                    (b)
The merger of the Development Companies shall be subject to the following
provisions, namely:


                              (i)          Copies
of all applications, motions, financial statements, amended articles of
association and other ancillary documentation required by operation of law to
facilitate the merger proceedings before the competent courts in Hungary (“Merger Applications”) have been submitted
to Purchaser and/or its legal counsel prior to the Execution Date.


                              
(ii)        All future Merger Applications
shall be submitted to Purchaser and/or its legal counsel prior to filing with
the competent courts for approval, such approval not to be unreasonably or
arbitrarily withheld or delayed;


17








                              (iii)        Vendor undertakes to act diligently in order
to cause the processing and finalization of the merger proceedings as expeditiously
as possible, and in any event no later than the Closing Date. Vendor undertakes
to furnish Purchaser with the Merged Company Extract as a condition for Closing
in terms of § 12.2(b)(iii) below;


                              (iv)        Following
the finalization of the merger proceedings, on the Closing Date Purchaser shall
acquire the entire Equity Rightsin and to the merged entity (“Merged
Development Company”). All references in this Agreement to the “Development
Companies” shall by agreement be deemed to be a reference to the Merged
Development Company, and the provisions of this Agreement shall be amended
accordingly, mutatis mutandis.


                             (v)         However,
the execution and implementation of the merger proceedings and the creation of
the Merged Development Company shall not derogate in any manner from the scope,
extent or validity of the representations and warranties given by Vendor in respect of the Development Companies
and/or either of them, which shall be deemed to apply mutatis mutandis to the
Merged Development Company.


                    (c)
Vendor undertakes to procure that following the completion of the merger, all
Permits (including without limitation the Modified Building Permit and the
Public Roads Permit) and all licenses, consents and other authorizations
required by operation of the Businesses in their ordinary course, shall be
recorded in the name of the Merged Development Company.


          2.5    Excluded
Companies and Excluded Land. 


                    (a)
It is hereby agreed and understood that equity rights in and to the Excluded
Companies are specifically excluded from the ambit of this Agreement. 


                    (b)
Purchaser hereby declares that the acquisition by it of the Equity Rights (and
thereby the indirect acquisition of the ownership rights in and to the Project
Property) are subject at all times to the rights and interests of the Excluded
Companies pursuant to the provisions of the Amended Rights of Use Agreement, a
copy of which is attached hereto and marked as Schedule 2.5(b). Purchaser agrees that Vendor may cause
the Development Companies and the Excluded Companies to submit the Amended
Rights of Use Agreement for registration at the Lands Registry Office following
the Execution Date. 


                    (c)
It is hereby specifically agreed and
understood that the existence of a dispute between Vendor and Purchaser and/or
the Development Companies arising out of and/or in connection with the
Transaction Agreements (other than the Amended Rights of Use Agreement),
whether or not referred to arbitration in terms of the provisions of § 17.3 below, shall
not of itself constitute good cause or reason for Purchaser and/or the
Development Companies to refuse to grant all and any such consents and
approvals required by the Excluded Companies in respect of the development of
the Excluded Land pursuant to the provisions of the Amended Rights of Use
Agreement.


          2.6    Automatic
Teller Machines


                    (a)
The Parties have agreed that a maximum of 4 (four) automatic teller machines
(ATMs) will be permitted in the public areas of the Development Project (in
addition to any ATMs which are operated by banks in the public areas and/or
within Primary Areas leased by them under Primary Lease Agreements).


                    (b)
Any ATM Revenues which are contracted for by the Development Companies in
respect of such ATM Leases will be calculated on any relevant Calculation Date,
and the amount of such ATM  Revenues capitalized at the Secondary GOI Yield shall
be paid by Purchaser to Vendor on the relevant Calculation Date as aforesaid.
The provisions of § 6.8 are applicable to
the ATM Revenues in all respects.


18









                    (c)
However, the amount of such ATM Revenues shall not be taken into consideration
in calculating any of the Primary GOI Cap, the Secondary GOI Cap or the
Additional GOI Cap, provided at all times that the Transaction Price Cap is not
thereby exceeded.


          2.7    Digital
Advertising Facility


                    (a)
Vendor has advised Purchaser of its intention to cause the Digital Advertising
Facility to be constructed on the external walls of the Development Project
following Practical Completion, and Purchaser has agreed in principle thereto.


                    (b)
The Parties have agreed that prior to the execution of the lease agreement with
the Digital Advertising Facility operator, the Parties shall jointly and in
good faith evaluate the terms and conditions of the proposed lease agreement. 


                    (c)
In the event that Purchaser and/or the Development Companies, acting
reasonably, are satisfied that: (i) the lease agreement for the Digital
Advertising Facility qualifies as a Primary Lease Agreement and is compatible
with the provisions of the Lease-Up Strategies in all material respects; (ii)
the operator of the Digital Advertising Facility is a reputable company in that
field of activity; and (iii) the rental payments to be paid by the operator of
the Digital Advertising Facility qualify as Primary GOI; then and such event
the Gross Incomes contracted for by the Development Companies in respect of
such Digital Advertising Facility shall be included in the Interim Primary GOI
or the Final Primary GOI, as the case may be, subject to the Primary GOI Cap.


          2.8    Good
Standing Tenants


                    (a)
Subject to the provisions of § 2.8(b) below, all
tenants under Primary Lease Agreements shall be of good standing and shall
comply with the following tenant covenant (“Tenant
Trading Covenant”), namely that it shall have traded as a retail
business in the same line of business as such tenant intends to operate in the
Development Project, either: (i) for at least 12 months within Hungary; or
(ii) in at least 2 (two) countries other than Hungary, irrespective as to the
period of such operation.


                    (b)
Notwithstanding the provisions of § 2.8(a) above, the
following shall be exempted from the Tenant Trading Covenant: 


                              (i)          All
those tenants listed in the Tenant List (Rent Roll) updated as at the Execution
Date only (attached as Schedule 9.23(a)); and


                              (ii)         Critical
Tenants; and


                              (iii)        Tenants
marketing well known brands who are confirmed by the Management Company to be
of good standing and with a trading history in the region; and


                              (iv)        Up
to 15% (fifteen percent) by income of the total aggregate Primary GOI not
included in sub-sections (i) to (iii) inclusive of this §
2.8(b).


          2.9    Cap
Shifting and Combined Cap Restriction. The Parties have agreed that Vendor
shall be entitled to cause the Development Companies to enter into Secondary
Lease Agreements for Secondary Areas which generate Secondary GOI which exceeds the
Secondary GOI Cap, provided however that the aggregate of the Secondary GOI and
the Additional GOI does not exceed the Combined GOI Cap, and provided further
that the Transaction Price Cap under §6.5 below is not
thereby exceeded.


19









          2.10    Lease
of Separate Storage Areas. Regarding the rental of storage areas under
separate leases (and not as ancillary to Primary Areas or Secondary Areas) the
Parties have agreed as follows:


                    (a)
Following the lease-up of at least 95% of the GLA of the Development Project,
the Management Company shall approach all existing tenants in writing in an
endeavour to lease all remaining and vacant storage areas within the
Development Project to existing tenants;


                    (b)
In the event that after the elapse of 14 (fourteen) days from the date of such
written approach there are storage areas within the Development Project which
the existing tenants have not indicated that they wish to lease, then and in
such event Vendor shall be entitled to lease such vacant storage areas to third
parties who are not existing tenants of the Development Project, provided at
all times that the separate lease agreements in respect of such storage areas
may be terminated on not more than 45 (forty five) days advance written notice
by the Development Companies. 


          2.11    Primary
Lease Qualification on Delayed Closing. In the event that the Closing Date
shall occur on a date which is 6 (six) months following the Target Opening
Date, or later, then and in such event the following provisions shall apply:


                              (i)          
all the Gross Income received under Primary Lease Agreements shall not qualify
as Primary GOI unless the unexpired term of the Primary Lease Agreement as at
the Closing Date shall be not less than 9 (nine) months; and


                              (ii)          the
definition of Primary Lease Agreements in §1.1(ggggg) above shall be deemed to
have been amended by the substitution of sub-section (iii) by the following
sub-section, namely: “(iii) are for an unexpired term of not less than 9 (nine)
months as at the Closing Date”. 


          2.12    Taxes.


                    (a) Subject to the provisions of § 2.12(d) below, Purchaser shall bear all acquisition or transfer taxes,
if applicable, which are imposed in any jurisdiction by operation of applicable
Law on Purchaser with respect to the acquisition of the Equity Rights of the Development Companies as contemplated in this
Agreement. 


                    (b)
Vendor shall bear all taxes, if applicable, imposed in any jurisdiction by
operation of applicable Law on sellers with respect to the sale of the Equity
Rights of the Development Companies contemplated in this Agreement. 


                    (c)
Vendor shall bear all income or capital gains taxes which may be imposed upon
it in any jurisdiction by operation of applicable Laws in respect of the
completion of the Transaction.


                    (d)
For the avoidance of doubt, the obligation to pay Taxes includes the payment of
fines, penalties and default interest in the event that such taxes are not paid
within the time prescribed by operation of Law.


20








ARTICLE III - CONSTRUCTION
OF THE DEVELOPMENT PROJECT


          3.1    Undertaking to Construct and Complete. 


                    (a)
Vendor hereby undertakes to procure that the
Development Companies diligently and expeditiously construct and complete the
Development Project, in accordance with the Construction Documentation in all
material respects and within the Construction Timetable (subject to the
provisions of § 3.9 below
(Excusable Delay)).: 


                    (b)
In order to facilitate same, Vendor shall cause the Development Companies – to
the extent that they have not already done so - to execute agreements with reputable and
reliable contractors, sub-contractors, architects, engineers, suppliers,
project managers, project supervisors and surveyors, and use their reasonable
commercial endeavours to ascertain that same are in good standing and solvent,
adequately insured and with the necessary resources to perform the Construction
Works in a timely manner (collectively “Contractors”)
on market terms and conditions. 


          3.2    Modifications by Vendor. Vendor and/or the Development Companies
shall be entitled to make modifications and amendments to the Modified Building
Permit and/or the Marketing Plan following the Execution Date in order to
accommodate lease-up requirements (such as modifications required to
accommodate the re-location of anchor tenant units), provided, however, that:


                    (a)
all such modifications shall be notified to Purchaser in advance and Vendor
shall not require Purchaser’s prior consent for such modifications;


                    (b)
In the event that the modifications entail a material reduction in the GLA of
the Development Project, then Purchaser shall be entitled to terminate this
Agreement without sanction or penalty in terms of § 16.1 below. 


                    (c)
For the purposes of this Section, the term “material
reduction” shall be deemed to occur where the GLA provided for in
the Modified Building Permit is reduced by more than 5% (five percent). 


          3.3    Modifications by Purchaser. Notwithstanding the aforegoing provisions, any proposals for the modification or amendment
of the Construction Documentation which may be proposed by Purchaser during the
Construction Period shall require the prior approval of Vendor. However, it is
specifically agreed and understood that:


                    (a)
if any such proposals which would cause a material increase in the Project
Budget, or will cause a critical delay in the Construction Schedule, the
Parties shall act reasonably and in good faith to find a mutually acceptable
planning solution within a period of 7 (seven) days, failing which the
proposals shall be deemed rejected;


                    (b)
all and any additional costs and expenses (direct or indirect) which shall be
incurred by the Development Companies by reason of the execution of modification
requested by Purchaser, shall be for the sole cost and account of Purchaser; 


                    (c)
for the purposes of this section, a budget increase exceeding 1% (one percent)
of the then valid Project Budget, or a delay exceeding 7 (seven) days, will be
considered as material; and


21








                    (d)
for the avoidance of doubt, any proposal for modification which necessitates
the application for and receipt of a further modification to the Modified
Building Permit will not be countenanced.


          3.4    Benchmark Project. The Development Project shall be
constructed in all material respects in accordance with the technical
specifications of the Benchmark Project, a copy of which is attached hereto as Schedule 3.4.


          3.5    Construction
Loan Facility


                    (a)
Vendor declares that the Development Companies have taken out the Construction
Loan Facilities from the Financing Banks to enable the execution and completion
of the Construction Works. In this regard, to the extent that it has not
already done so:


                              (i)          Vendor
shall ensure that the Construction Loan Facility agreements allow for
pre-payment of the Construction Loan Facility on not more than 90 (ninety) days
advance written notice.


                              (ii)         Vendor
shall cause the Development Companies to execute all such agreements and other
documents with the Financing Banks as are required for the award of the
Construction Loan Facility, and shall ensure that all the conditions precedent
for draw down are satisfied in good time; and


                              (iii)        Vendor
shall procure that the Development Companies duly and properly create, perfect
and register the Financing Bank Securities.


                    (b)
To the extent that it has not already done so, Vendor shall procure that the
Development Companies create and register the Financing Bank Securities,
including specifically the registration of a mortgage over the Project Property
and a pledge over the Equity Rights of the Development Companies, and Purchaser
hereby specifically agrees thereto, subject to the provisions of § 3.5(c) below.


                    (c)
Unless Purchaser shall by written notice to Vendor elect to retain the
Construction Loan Facility at Closing (and the Financing Banks consent to such
retention), Vendor shall, if so required by the Financing Banks) ensure that
the Financing Banks become a party to the
Closing Agent Agreement, that the Construction Loan Facility is fully
redeemed, and that the Financing Bank Securities are terminated and are removed
in their entirety, as at Closing, provided
however that the Prepayment Costs shall be borne by Purchaser up to
a maximum amount of € 300,000 (three hundred thousand Euro), and thereafter
shall be paid by Vendor. In the event that Purchaser elects to retain the
Construction Loan Facility as aforesaid, then and in such event the Closing
Purchase Price to be calculated in terms of § 6.1(a) below shall
be adjusted accordingly. 


                    (d)
Vendor undertakes to ensure that no event of default occurs under the
Construction Loan Facility prior to the Closing Date, provided that if an event
of default shall nonetheless occur, Vendor undertakes to remedy such event of
default, or procure a waiver of it by the Financing Banks, within the
prescribed remedy period provided for in the Construction Loan Facility
agreements, in each case without cost to the Development Companies. 


          3.6    Construction
Works


                    Commencement


                    (a)
Vendor undertakes to procure that the Development Companies - 




                              (i)          execute
all Construction Agreements with building contractors, architects, consultants,
designers, suppliers and other relevant disciplines as are necessary to
facilitate the execution and completion of the Construction Works in terms of
this Article IV in a timely manner; and


22








                              (ii)         ensure
that all Contractors mobilize in good time; and


                              (iii)        ensure
that the Construction Works are carried out in a good and workmanlike manner in
accordance with the Construction Documentation.


                    Construction Timetable


                    (b)
Prior to the date hereof, Vendor has furnished Purchaser with a detailed
Construction Timetable, including milestone dates and time-flow charts,
specifying the proposed construction timetable for the execution of the
Construction Works, and identifying the target date for the Practical
Completion of the Construction Works, which has been approved by Purchaser.


                    Execution of the Construction Works


                    (c)
Vendor represents and warrants that it possesses the required professional
skills and competence to cause the execution of the Construction Works, and
that it is and will be capable of mustering the resources necessary to cause the
execution and completion of the Construction Works by the Development Companies
and the Contractors within the Construction Timetable.


                    (d)
Vendor’s primary and fundamental obligation shall be to procure the
construction and completion of the Construction Works, through the agency of
the Development Companies, in full and proper compliance with the Construction
Documentation and all relevant provisions of applicable Law.


                    (e)
Vendor shall ensure that a suitably qualified Project Manager is available at
all relevant times during the execution of the Construction Works so as to
ensure professional direction and supervision of the conduct of the works. 


                    (f)
Vendor shall comply with and abide by (and shall procure that the Development
Companies comply with and abide by) the terms and provisions of all
Construction Agreements, provided that nothing herein contained shall be deemed
to derogate from the right of Vendor and/or the Development Companies to
institute, prosecute, conduct and defend any legitimate disputes with the
parties to such Construction Agreement arising out of and/or in connection with
the execution of the Construction Works and in the ordinary course of business.


                    (g) In carrying out all its
obligations under this Article, Vendor shall exercise all reasonable skill,
care and diligence and put into effect all necessary means to attain the proper
performance of the Construction Works and the development of the Development
Project fully in accordance with the Construction Documentation. Vendor further
covenants that the detailed working plans, designs and specifications of the
Development Project shall conform in all respects to the Construction Documentation,
and shall be in compliance with the requirements of applicable law and the
obligations imposed upon the Development Companies and/or Vendor under their
insurance policies or by the Modified Building Permit and/or by any
Governmental Body with jurisdiction and authority over the Construction Works.


                    (h)
Where any Law, regulation, by-law, or insurance policy provision requires that
a separate check of the design or a test shall be carried out prior to the
construction of any permanent and temporary  works, Vendor shall cause such tests to be executed in
a timely manner so as not to cause delays in the execution of the Construction
Works and/or disrupt the Construction Timetable.


23








                    (i) Vendor
shall take all the necessary steps to ensure that the Development Companies
shall not be held in breach of any Construction Agreements, and that the
conduct and execution of the Construction Works shall not be delayed or
disrupted, subject however to the provisions of § 3.9 below. However, the
provisions of this sub-section shall not be applicable to legitimate and
bona-fide disputes with the Contractors or any of them pertaining to the
quality of the workmanship, compliance with the provisions of the relevant
Construction Agreements, or entitlement to payment of the contract price for
those or any other reasons.


                    (j) Vendor
undertakes to keep the Purchaser informed on a fortnightly basis as to the
progress of the execution of the Construction Works, and will allow such
Representatives access to the works site on not less than 3 (three) Business
Days’ advance notice. Vendor shall give positive and serious consideration to
recommendations and advice given by Purchaser during the course of the
Construction Works, and shall take recognition of comments made by Purchaser on
material issues pertaining to the Construction Permits, the Construction
Agreements and the Construction Documentation. However, it is clearly understood
that the rights of inspection and access enjoyed by Purchaser shall not impose
upon Vendor and/or the Development Companies any obligation to follow the
comments or recommendations of Purchaser, but nor shall it restrict in any way
Vendor’s Development Liability in terms of the provisions of § 3.10 below.


                    (k) In
the event that the execution of the Construction Works fall into critical delay
for reasons which would not justify a claim of Excusable Delay under § 3.9 below,
Vendor undertakes to procure that the Development Company and/or the
Contractors to exert such additional efforts, including without limitation the
conduct of night work, in order to ensure that the Construction Works are
completed within the Construction Timetable.


          3.7    Purchaser’s
Surveyor


                    (a)
Purchaser shall be
entitled to appoint a qualified quantity surveyor to monitor the execution and
progress of the Construction Works on its behalf (the “Purchaser’s Surveyor”),
provided that (i) all costs associated therewith shall be borne by Purchaser;
and (ii) the proposals made by Purchaser’s Surveyor shall be considered as
consultative only and not binding upon Vendor unless such proposals are made in
order to permit Purchaser to comply with its obligations under the Transaction
Agreements. 


                    (b)
Purchaser’s Surveyor
shall have the right to attend all project meetings (on an observer basis only)
and to monitor the Construction Works at any time during the course of the
Construction Works in order to ensure that the Construction Documentation and
the Construction Timetable are being complied with. Purchaser’s Surveyor shall
have free access to the building site, as well as to premises off site where
works are being performed for inclusion in the Construction Works, provided
that the Construction Supervisor shall not cause delays or otherwise interfere
in the orderly execution of the Construction Works pursuant to the Construction
Time Table, and shall comply with the directions of the Project Manager.
Purchaser’s Surveyor shall be entitled to review updated working drawings, work
orders, variation orders, sub-contracts and other technical and contractual
documentation pertaining to the execution of the Construction Works, which
shall be available on site at all times. Vendor undertakes to co-operate with
Purchaser’s Surveyor and to ensure that he is permitted to exercise his mandate
efficiently and productively, and shall cause its professional team to
co-operate with Purchaser’s Surveyor. Purchaser’s Surveyor shall also act as
Purchaser’s representative for the delivery of notices pertaining to
modifications to the Construction Documentation as contemplated in §§ 3.2 and 3.3 above..


24








                    (c)
Notwithstanding the
aforegoing provisions, it is hereby specifically agreed and understood that
Purchaser’s Surveyor will not in any way be authorized or empowered to delay or
hinder the execution of the Construction Works in accordance with the
Construction Documentation and/or the Construction Timetable. 


          3.8    Insurance


                    (a)
Vendor shall ensure that the Development Companies shall take out and maintain
such insurance policies as are prudent and necessary for the developer, owner
and (if relevant) operator of the Development Project until the Closing Date,
and in any event such policies which it shall undertake to take out in terms of
the Contractor’s Agreements.


                    (b)
In addition, Vendor shall ensure that all Contractors shall take out and
maintain customary Contractors All Risk (CAR) insurance policies in amounts
sufficient to cover the liabilities of the Contractors and the owner as Vendor
shall determine in its reasonable discretion. 


          3.9    Excusable
Delay (Force Majeure)


                    (a)
Vendor shall not be held liable or responsible
if the execution of the Construction Works and/or the performance of any of its
obligations under this Article is prevented or delayed due to causes beyond its
reasonable control and/or which it could not reasonably have been expected to
anticipate, including but not limited to fire, strike, war, insurrection, acts
of terrorism, Acts of God, law, regulation and embargo of a Competent
Authority, riot, severely inclement weather, restriction on the use of power or
any other cause beyond its reasonable control and not due to Vendor’s own fault
or negligence (an “Excusable Delay”),
provided however that Vendor: 


                              (i)          gives notice of the event of Excusable Delay to Purchaser promptly after its occurrence; 


                              (ii)         uses its reasonable efforts to overcome, mitigate and
remove the cause of the event preventing or delaying performance; 


                              (iii)        continues the performance of all its obligations that
are not prevented or delayed; and 


                              (iv)
        upon cessation of the Excusable Delay, promptly performs or completes
performance of the obligations which were so prevented or delayed. 


                    (b)
If an event of Excusable Delay occurs, all
dates specified herein for the fulfillment by Vendor of its undertakings shall
be deemed automatically to have been postponed by a period equivalent to the
duration of such event of Excusable Delay.


                    (c)
If Vendor is prevented from the performance of
any of its obligations by reason of an Excusable Delay for a period exceeding 6
(six) months, then after the expiry of the said period of 6 months either
Vendor or Purchaser shall be entitled to terminate this Agreement by serving
written notice to that effect upon the other party.


25









          3.10    Development
Liability



                    (a)
It is specifically agreed and understood that with effect from the Closing Date
and at all times thereafter, neither of the Development Companies shall bear
any Development Liability whatsoever that shall have arisen before or after the
Closing Date and that the situation at and after the Closing Date should be as
analogous as possible to that of the acquisition by Purchaser of an existing
operational project. 


                    (b)
Immediately prior to the Closing Date, Vendor
shall assume full and unconditional responsibility and liability arising under
the Construction Agreements with the Contractors and/or in respect of the
construction operations, including specifically, but without limitation, all of
the following, namely: 


                              (i)          Vendor shall be accountable for all the works,
services, faults or omissions of the Contractors; 


                              (ii)         Vendor shall have the obligation to pay and
settle in a timely manner all Contractors’ claims arising out of and/or in
connection with the Construction Works and/or the Construction Agreements
unless fully provided for in the Proforma Closing Accounts and the Final
Closing Accounts (“Contractors’ Claims”),
provided that nothing herein contained shall prevent Vendor from pursuing legitimate and bona-fide disputes with the
Contractors or any of them pertaining to the quality of their workmanship,
compliance with the provisions of the relevant Construction Agreements, or
entitlement to payment of the contract price for those or for any other
reasons.; and 


                              (iii)        Vendor shall ensure that the Contractors
fulfill their obligations under the Construction Agreements prior to and
following the Closing in accordance with their respective terms;


                              (iv)        Vendor
shall be responsible for obtaining the Final Occupancy Permit in respect of the
Development Project, and shall at its own cost ensure that all demands and
requirements of the Competent Authorities for the award of the Final Occupancy
Permit shall be complied with in a timely manner. In this regard, Purchaser
undertakes that following Closing, it shall co-operate with Vendor and render
such reasonable assistance as is required in order to facilitate the award of
the Final Occupancy Permit, provided that all reasonable costs incurred in that
regard shall be for Vendor’s account. In the event that an objection to the
granting of the Final Occupancy Permit shall be filed during the relevant
periods prescribed by applicable Law, then and in such event the Parties, or
either of them, may request the Senior Partner of Messrs. Martonyi es Kajtar
Baker & McKenzie of 102 Andrassy ut., H-1062 Budapest to determine whether
the objection so filed raises a reasonable potential risk that the Final
Occupancy Permit will be withdrawn or invalidated. If in Baker & McKenzie’s
opinion there is no reasonable potential risk of such withdrawal or
invalidation, then and in such event the Final Occupancy Permit shall be deemed
to have been granted and Vendor shall accordingly be deemed to have fulfilled
its obligations in terms of this section. In the event that Messrs. Martonyi es
Kajtar Baker & McKenzie are unwilling or unable to act in this capacity,
the Parties shall jointly appoint an alternative law firm in Budapest with an
international affiliation to issue the said opinion. Neither Messrs. Martonyi
es Kajtar Baker & McKenzie nor any alternative law firm appointed by the
Parties as aforesaid shall bear any liability by reason of their giving the
said opinion (save only in the event of gross negligence or willful
mis-conduct), and the Parties agree to waive all claims against them in that
regard. 


          (together,
“Development Liability”)


                    (c)
Vendor shall indemnify the Purchaser
Indemnitees against any Development Liability.


                    (d)
To the extent permitted by local applicable law and the Construction
Agreements, Vendor shall use its best
endeavours to obtain from the Contractors by no later than the Closing Date an
estoppel certificate, confirming that the Contractors shall have no further
claims against the Development Companies arising out of and/or in connection with the
Construction Works and/or the Construction Agreements, subject to the agreement
of the Contractors; 


26








                    (e)
Vendor shall ensure that all performance
bonds, maintenance guarantees, and other forms of securities furnished by the
Contractors as security for the fulfillment of their respective undertakings in
terms of the Construction Agreements, as well as construction warranties issued
arising under or mandated by operation of law (“Contractors’
Bonds”) issued after the Execution Date, will be issued in favor of Vendor and/or the Development Companies,
jointly and severally.
Vendor will use its best
endeavours to procure that the Development Companies will be joined as joint
and several beneficiaries to any Contractors’ Bonds issued prior to the
Execution Date, to the extent that it has not already done so. However, Vendor retains the right to claim under the
Contractors’ Bonds in order to enable it to fulfill its Development Liability
in terms of this Section, and Purchaser shall not, and shall procure that the
Development Companies shall not, make any claim under the Contractors Bonds
without the express prior and written consent of Vendor, which shall not be unreasonably withheld or delayed.
However, in the event that Vendor fails
to fulfill its Development Liability obligations in terms of this § 3.10, and
furthermore fails, refuses or neglects to make claims under the Contractors’
Bonds within 14 (fourteen) days of its receipt of a written demand by Purchaser
and/or the Development Companies to do so, then and in such event the
Development Companies shall have a “step-in right” and shall be entitled to
make the relevant claims under the Contractors’ Bonds so as to facilitate the
fulfillment of the Development Liability of Vendor
in terms of this Section. 


                    (f)
For the avoidance of doubt, the liability of Vendor
in terms of this Section relates to defects and deficiencies in the
construction and fit-out works performed prior to the Closing Date (even if
such defects and deficiencies are discovered or arise or remedied but re-arise
following the Closing Date), but does not relate to any damage, defects and
deficiencies in the construction of the Development Project and/or the
operating systems of the Development Project which derive from and/or were
caused by the negligent and/or improper use and operation of structure and/or
the operating systems by the Development Companies and/or by the Management
Company and/or by their employees.


ARTICLE IV - COMPLETION, OPENING AND DELIVERY


          4.1    Practical
Completion


                    (a)
Vendor shall cause the Construction
Works, and each component of the Construction Works, to be built, tested and
brought to a state of Practical Completion by not later than the Target Opening
Date (subject at all times to the provisions of § 3.9 above). 


                    (b)
For all purposes hereunder, the term “Practical
Completion” or “Practically
Complete” shall mean: 


                              (i)          that
the Development Project has been completed in all material respects in
accordance with the Construction Documentation, and the terms and provisions of
the Contractors’ Agreements, except for those works specified in the Completion
Punch List which do not materially affect the uninterrupted commercial use and
operation of the Development Project either as a whole or in any material part;


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                              (ii)         that
a legal and valid Temporary Occupancy Permit has been issued by the Competent
Authorities which permits the opening of the Development Project to the public
and the commercial utilization of the Development Project in all material
respects; and


                              (iii)        such
other permits, approvals and authorizations have been obtained as are
customarily required under applicable laws, regulations and safety requirements
for the opening and commercial utilization of the Development Project, and for
the operation of its systems (such as HVAC systems, water supply, drainage and
sewerage systems), and of its equipment and machinery (such as elevators and
escalators).


                    (c)
Upon the Practical Completion of the Development Project, the Project Manager
shall send to all of the Parties a “Certificate
of Practical Completion” evidencing that the Development Project is
Practically Complete in terms of this § 4.1. 


                    (d)
Upon the Practical Completion of the Development Project, Vendor shall cause
the Development Companies and the Contractor(s) to compile a completion punch
list (“Completion Punch List”)
itemizing all those works which are to be executed and completed by the
Contractors after Practical Completion in order to attain final completion.
Vendor undertakes to invite Purchaser and a Representative of Purchaser to
participate in the compiling of the Completion Punch List, and to give positive
consideration to the recommendations of Purchaser.


                    (e)
Vendor further undertakes to ensure that the works specified in the Completion
Punch List are executed and completed and to ensure the fulfillment of such
conditions as shall be necessary to obtain a Final Occupancy Permit within a
period not exceeding 6 (six) months from the date of issue of the Certificate
of Practical Completion, save in respect of such works the completion of which
is mandated within a shorter period by Order of an Government Body, or such
works the non-performance of which would constitute an offense under applicable
Law or regulations or disrupt the normal commercial utilization of the
Development Project.


                    (f)
Any matters regarding the Practical Completion of the Development Project in
respect of which this Agreement is silent, shall be resolved in the first
instance in accordance with the provisions of the Construction Documentation
and the Construction Agreement, or in the second instance in accordance with
the then prevailing “Red-Book” FIDIC standards. 


          4.2    Opening


                    (a)
It is hereby specifically agreed and understood that Vendor shall be entitled
to procure that the Development Companies commence the commercial operations of
the Development Project, and to open the Development Project to the public,
immediately upon the Practical Completion of the Development Project,
notwithstanding that the CP Satisfaction Date shall not yet have occurred. The
date of the commencement of the commercial operations of the Development
Project as aforesaid shall hereinafter be referred to as the “Opening Date”. 


                    (b)
Subject to the completion of the Transaction in terms of § 12.3
below, Vendor shall indemnify Purchaser (for itself and on behalf of the
Development Companies) against any liability (including any cost of any claim)
arising as a result of the opening of the Development Project to the public
prior to the CP Satisfaction Date and/or the Closing Date, same in terms of the
provisions of § 15.6(b) below.


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                    (c)
During the interim period between the Opening Date and the Closing Date, Vendor
undertakes to ensure that the Development Project shall be kept and maintained
in a good and proper state of maintenance and repair (fair wear and tear
excepted). 


                    (d)
For the avoidance of doubt, all revenues generated by the Development Project
following the Opening Date and prior to the Closing Date in respect of that
period shall be for the benefit of Vendor and all costs incurred by the Development
Project following the Opening Date and prior to the Closing Date shall be for
Vendor’s account. 


          4.3    Project
Management. The Parties have agreed that the Development Companies shall
enter into a Management Agreement with the Management Company in the agreed
form as attached hereto as Schedule 4.3,
by not later than the Execution Date.


          4.4    CP
Satisfaction Date


                    (a)
The “CP Satisfaction Date” shall
be the date upon which the Purchaser shall confirm, or shall be deemed to have
confirmed, in terms of § 4.4(b) below, that all of the following conditions
precedent for delivery (the “Conditions
Precedent for Delivery”) have been either fulfilled to the
reasonable satisfaction of Purchaser, or waived by Purchaser in its sole
discretion, namely: 


                              (i)     the Land Ownership Criteria
shall have been satisfied; and 


                              (ii)      the Development Project has
been completed in terms of the Completion Criteria, and shall not have been
destroyed or suffered any material damage; and


                              (iii)     
the
Lease-Up Criteria have been satisfied.


                    (b)
Vendor shall furnish Purchaser with not less than 15 (fifteen) days advance written
notice that Conditions Precedent for Delivery have been satisfied in full,
accompanied by such documentation as shall reasonably be required in order to
substantiate its assertions (the “CP
Satisfaction Notice Date”). During the Supplemental Due Diligence
Period (as defined in § 4.5 below) Purchaser shall have the right to verify the
fulfillment of the Conditions Precedent for Delivery. By not later than the
last day of the Supplemental Due Diligence Period, Purchaser shall furnish
Vendor with either: (i) written confirmation that the Conditions Precedent for
Delivery have been fulfilled to its satisfaction, or waived; or (ii) with an CP
Defect Notice in terms of §4.5(c) below. In the
absence of such written notice confirming that the Conditions Precedent for
Delivery have been fulfilled or waived, and in the event that Purchaser shall
not have furnished Vendor with an CP Defect Notice in terms of §4.5(c)
below by the end of the Supplemental Due Diligence Period, then and in such
event Purchaser shall be deemed to have confirmed that the Conditions Precedent
for Delivery have been satisfied. The Parties anticipate that the CP
Satisfaction Date shall occur on or about November 20th, 2007.


                    (c)
Purchaser shall be entitled, in its sole discretion, to waive the fulfillment
of such Conditions Precedent for Delivery, either entirely or on such terms and
conditions as it deems fit, by serving written
notice to that effect upon Vendor.


                    (d)
In the event that the CP Satisfaction Date shall not have occurred by the Long
Stop Date, then and in such event the following provisions shall apply:


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                              (i)
     Vendor shall be obliged to notify Purchaser in
writing, by not later than a date 14 (fourteen) days prior to the Long Stop
Date, that it has failed to fulfill the Conditions Precedent for Delivery,
specifying the reasons therefor in reasonable detail;


                              (ii)     Purchaser
shall be entitled, in its sole and unfettered discretion, to waive the
fulfillment of the Conditions Precedent for Delivery;


                              (iii)     Alternatively,
Purchaser shall be entitled at its option to extend the Long Stop Date by an
additional period not to exceed 6 (six) months, provided that in such event it
undertakes to extend the validity of the Payment Guarantee referred to in §§ 7.1 


                              (iv)     Without
derogating from the aforegoing, the Parties undertake to co-operate, to act in
good faith and to exert their best endeavours to resolve the inability of
Vendor to fulfill the Conditions Precedent for Delivery to their mutual
satisfaction (including the granting of indemnities where appropriate);


                              (v)     However,
in the event that Purchaser shall have declined to waive the fulfillment of the
Conditions Precedent for Delivery, or in the event that the Conditions
Precedent for Delivery have still not been fulfilled on the expiry of the
extended Long Stop Date as aforesaid, and the Parties are unable to resolve the
deadlock by amicable means as aforesaid, then and in such event, both Purchaser
and Vendor shall have the right to terminate this Agreement in terms of the
provisions of § 16.1 below, provided that nothing herein contained shall
prevent either Party from referring the dispute to arbitration in terms of the
provisions of § 17.3 below. 


          4.5    Supplemental
Due Diligence


                    (a) During
the 15 (fifteen) day period following the CP Satisfaction Notice Date (the “Supplemental Due Diligence Period”),
Purchaser shall be entitled to conduct a supplementary due diligence
investigation pertaining to the Development Companies and/or the Development
Project, in order to verify:


                              (i)     that
the
Conditions Precedent for Delivery have been fulfilled in all material respects
and to the reasonable satisfaction of Purchaser; 


                              (ii)     the
integrity of title in and to the Equity Rights in the Development Companies to
be acquired by Purchaser on the Closing Date, and the absence of Liens, other
than Permitted Liens; and 


                              (iii)     the
integrity of title in and to the Project Property and/or Development Project
and/or the Kerepesi Land, and the absence of Liens other than Permitted Liens.


                    (b) Vendor
shall co-operate, and shall procure that the Development Companies co-operate
with Purchaser so as to enable Purchaser to conduct its supplemental due
diligence investigations in a timely and expeditious manner, and in any event
to conclude same on or before the end of the Supplemental Due Diligence Period.
To that end, Vendor undertakes to furnish Purchaser with its periodic management
reports throughout the Construction Period, and to provide Purchaser with all
documentation pertaining to the fulfillment of the Conditions Precedent for
Delivery as soon as they become available. Additionally, Vendor shall furnish
Purchaser with copies of all Lease Agreements signed prior to the CP
Satisfaction Date on a monthly basis and after the CP Satisfaction Notice Date,
as and when they are signed. 


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                    (c) Purchaser
undertakes to act in good faith in order to carry out and conclude its
supplemental due diligence as expeditiously as possible so as to facilitate the
Closing. Additionally, Purchaser undertakes to notify Vendor promptly if it
discovers any matter which does not comply with the Conditions Precedent for Delivery
(a “CP Defect Notice”), so as to
allow Vendor a period of 30 Business Days from the date of the relevant CP
Defect Notice (“CP Defect Resolution Period”)
to rectify such relevant matters to the reasonable satisfaction of Purchaser.
To the extent that any matter the subject of a CP Defect Notice is not resolved
to the reasonable satisfaction of the Purchaser within the CP Defect Resolution
Period, the Purchaser shall notify Vendor with another CP Defect Notice stating
the reasons for non-compliance and requesting resolution of such defect within
another CP Defect Resolution Period. This process shall be repeated until the
earlier of the resolution of the CP Defect or the Long Stop Date. Purchaser
further agrees that it will not arbitrarily withhold its verification of the
fulfillment of the Conditions Precedent for Delivery. For the avoidance of
doubt, subject to Vendor’s compliance with §
4.5(b), in the event that Purchaser shall not furnish Vendor with a CP Defect
Notice by the last day of the Supplemental Due Diligence Period, it shall be
deemed to have confirmed that the Conditions Precedent for Delivery have been
fulfilled to its satisfaction. The provisions of this § 4.5(c) shall not
apply after the Long Stop Date, after which date the provisions of § 4.4(d) shall
apply.


                    (d) All
costs and expenses to be incurred by Purchaser in the conduct of such
Supplemental Due Diligence investigations shall be for the sole cost and
expense of Purchaser.


          4.6    Delivery


                    (a) Subject
to the completion of the Transaction in the manner prescribed in § 12.3 below, on the
Closing Date Vendor shall cause the transfer and delivery of the possession and
control of the Development Project to Purchaser and Representative of the
Purchaser. All operating manuals, equipment guarantees and other relevant
documentation pertaining to the operation and maintenance of the Development
Project and the equipments and machineries comprising part of the Development
Project which are available at the Closing Date shall be delivered on that
date, while all remaining operating manuals, equipment guarantees and other
relevant documentation, as well as a set of “As-Built” drawings, shall be
delivered to Purchaser’s Representatives within 90 (ninety) days of the Closing
Date, provided that Vendor shall ensure that Purchasers and the Development
Companies shall have full access to all relevant documentation at all times
following the Closing Date.


                    (b) The
transfer of the possession and control of the Development Project as aforesaid
shall not derogate from the assumption by Vendor of the Development Liabilities
in terms of the provisions of § 3.10 above.


                    (c) Following
Closing, Purchaser undertakes to procure that the Development Companies
maintain the Development Project in a good, proper and efficient state of
operation and repair at all times prior to the Final Price Adjustment Date.


          4.7    Failed
Transaction Indemnity


                    (a) In
the event that: (i) the CP Satisfaction Date shall not have occurred by the
Long Stop Date; and/or (ii) the Closing Date shall not have occurred by the
Long Stop Date for reasons which are attributable to Vendor; and provided that
Purchaser shall have elected to terminate this Agreement in terms of the
provisions of §16.1(b)(i) below, then and in such event
Vendor hereby undertakes that it shall immediately upon receipt of Purchaser’s
first written demand to do so indemnify Purchaser and hold it harmless for the
full amount of the Failed Transaction Costs incurred by Purchaser (as evidenced
by detailed  calculations made by the Issuing Bank) in respect of
the Transaction and/or in respect of this Agreement specified in the Failed
Transaction Costs Schedule attached hereto as Schedule 4.7, provided
that: (A) the maximum amount payable by Vendor in respect of the issuance of
the Bank Guarantee shall not exceed € 2,100,000 (two million one hundred
thousand Euro); and (B) the maximum amount payable by Vendor in respect of the
currency hedging facility taken out by Purchaser shall not exceed € 2,000,000
(two million Euro).


31








                    (b) Notwithstanding
the provisions of § 4.7(a)(B) above, Vendor
shall be entitled in its sole discretion to take over the currency hedging
facility taken out by Purchaser, in which event it shall pay to the Issuing
Bank the maximum amount of € 2,000,000 (two million Euro).


                    (c) Save
as provided to the contrary in §4.7(a) above, and
to that extent only, all other costs and expenses incurred by the Parties shall
be for their own account.


ARTICLE V - LEASE UP OF THE DEVELOPMENT PROJECT


          5.1    Lease-Up during Construction. During the period prior to the Closing Date, Vendor shall carry out, at
its sole cost and expense, the lease-up and commercialization of all units
within the Development Project in accordance with the Lease Up Strategies (Schedule 5.1). 


          5.2    Lease-Up following Closing. 


                    (a) During
the Lease-Up Period (as hereinafter defined), Vendor shall carry out, at its
sole cost and expense, the lease-up and commercialization only of those units
within the Development Project which were not rented as at the Closing Date and
had not been previously leased prior to the Closing Date (hereinafter “New Leases”). 


                    (b) Lease-Up
of the New Leases shall be carried out in accordance with the Lease-Up
Strategies. Vendor shall keep the Management Company fully informed and in a
timely manner of the progress made during the Lease-Up Period by way of
periodic written reports to be issued not less than every 30(thirty) days. In addition, Vendor shall
permit an observer on behalf of the Management Company to participate in all
meetings with the tenants, and shall ensure that the observer is given
reasonable advance notice of the conduct of such meetings so as to enable his
participation, provided that such observer shall not be entitled to participate
in the negotiations with the tenants and shall refrain from any act or omission
which may influence the negotiations with the tenants. 


                    (c) For
the purposes of this Article V, the term “Lease-Up
Period” shall mean the period commencing on the Closing Date and
terminating on the earlier of (i) the 1st (first) anniversary of the
Closing Date; or (ii) the Lease-Up Break-Off Date (as hereinafter
defined).


          5.3    Break-Off. 


                    (a) Notwithstanding
the provisions of § 5.2 above, Vendor shall have the option in its sole
discretion to dis-continue its lease-up activities following delivery at any
time during the Lease-Up Period, provided that it shall be required to furnish
Purchaser, the Management Company and the Development Companies with not less
than 14 (fourteen) days advance written notice of its intention to do so, and
specifying the date upon which the dis-continuance of its lease-up activities
shall take effect (the “Lease-Up Break-Off
Date”). 


32








                    (b) In
such event, Vendor shall also have the option to determine that the Final Price
Adjustment Date shall occur simultaneously with the Lease-Up Break-Off Date,
and in such event the Final Price Adjustment to be made in terms of the
provisions of § 6.4 below shall be conducted on the Lease-Up Break-Off Date.


          5.4    General Provisions relating
to Lease-Up. 


                    (a) All
units shall be leased in compliance with the Lease-Up Strategies. Primary Areas
shall be leased to Good Standing Tenants only, subject to the provisions of §
2.8(b) above. Any
material deviations from the agreed Lease-Up Strategies shall require the prior
approval of Purchaser, not to be unreasonably withheld or delayed. 


                    (b) Unless
otherwise approved by Purchaser in advance, Vendor shall systematically and
exclusively use the Standard Form Lease in respect of all tenants of the
Primary Areas, and the standard form attached as Exhibit II to the Lease-Up
Strategies Schedule in respect of all tenants of the Secondary Areas, (save in
respect of (i) Excepted Leases; and (ii) those units where the use of a
different format is contractually mandated, such as upon the execution of an
option by the tenant). Vendor undertakes to report to Purchaser prior to the
finalization of any lease negotiation, specifying any material deviations from
the Standard Form Lease, using a standard reporting format in agreed form. All material modifications
to the Standard Form Lease, whether general or tenant specific, which are not
in compliance with the Lease-Up Strategies shall require the advance approval
of Purchaser not to be unreasonably withheld or delayed, provided that if
Purchaser shall not have responded within 5 (five) Business Days of its receipt
of the reporting schedule setting out the proposed modifications, it shall be
deemed to have approved same. 


                    (c) At
the Closing, each of the Development Companies and the Management Company shall
award to Vendor a special mandate and power of attorney in agreed form, so as
to enable Vendor to carry out its lease-up responsibilities in terms of this
Article during the Lease-Up Period. Vendor shall be entitled to delegate all or part of the
powers and authorities vested in terms of the said powers of attorney to a
leasing agent, as contemplated in § 5.4(d) below. It is agreed and understood that
the power of attorney awarded to Vendor will specifically exclude the power or
authority to sign and execute the leases (or any amendment thereto) for and on
the behalf of the representatives of the Development Companies, which shall
require the signature of the authorized signatories of the Development
Companies. Vendor shall be required, and hereby undertakes, to present all
Lease Agreements to be signed with tenants following the Closing Date to the
Development Companies for signature and execution. However it is hereby
specifically agreed and understood that: 


                              (i)     Purchaser
and/or the Development Companies may not refuse to execute any lease in
Standard Form Lease which complies with the Lease-Up Strategies Schedule; and 


                              (ii)     where
amendments or modification to the Standard Form Lease are entailed, and in
respect of leases with Critical Tenants, the Purchaser and/or the relevant
Development Company may not unreasonably or arbitrarily withhold or delay its
consent to the amendment and execution of such lease agreements


                    (d) Vendor
shall be entitled to engage the services of a reputable leasing agent approved
by Purchaser in advance, such approval not to be unreasonably withheld or
delayed. Furthermore, subject to Purchaser’s rights of prior approval as
aforesaid, Vendor shall be entitled to replace or substitute its leasing agent
in its discretion. Subject to the aforegoing, Vendor hereby notifies Purchaser
that it has appointed Messrs. Cushman & Wakefield as its leasing agents. 


33








                    (e) Vendor
undertakes to fulfill its lease-up responsibilities in terms of this Article in
a diligent, timely and efficient manner, and shall cause the leasing agent so
to act.


                    (f) Vendor shall render the Lease-Up
services in terms hereof without consideration. Accordingly, Purchaser, the
relevant Management Company and the relevant Development Companies shall be
under no obligation to pay any commissions, commercialization fees or other
forms of remuneration to Vendor in respect of such services, nor shall the award of the
power of attorney to Vendor in terms of sub-section (c) above be deemed to impose any
obligation upon Purchaser and/or the Development Companies and/or the
Management Company to make such payments. All costs incurred by Vendor in the rendering of the
Lease-Up Services, including any fees due and payable to leasing agents
appointed by it in terms of sub-section (b) above, shall be borne and paid
solely by Vendor.


                    (g) For
the avoidance of doubt, it is further specifically agreed and understood that
the Management Company will not assume any Development Liability whatsoever,
and Vendor undertakes to ensure that the Management Company is indemnified and
held harmless in respect of all such liability. 


ARTICLE VI - PAYMENT OF TRANSACTION PRICES


          6.1    Calculation of the Total Closing Payment Amount. 


                    (a)  On the Closing Date, the Parties shall:


                              (i)     calculate
the Closing Primary GOI (provided however that the Closing Primary GOI shall
under no circumstances exceed the Primary GOI Cap);


                              (ii)     calculate
the Closing Secondary GOI (provided however that the Closing Secondary GOI
shall under no circumstances exceed the Secondary GOI Cap, subject to the
provisions of §2.9 above);


                              (iii)     calculate
the Closing Additional GOI (provided however that the Closing Additional GOI
shall under no circumstances exceed the Additional GOI Cap, subject to the
provisions of §2.9 above);


                              (iv)     to
the extent relevant, calculate the ATM Revenues as at the Closing Date in terms
of §2.6 above; and


                              (v)     calculate
the NAV Payment in terms of the provisions of § 8.2(b) below; and thereafter


                              (vi)     calculate
the amount of the “Closing Purchase Price”,
being that amount as is the aggregate of: (1) the Closing Primary GOI
capitalized at the Primary GOI Yield; plus (2) the Closing Secondary
GOI, the Closing Additional GOI and the ATM Revenues (if relevant), all
capitalized at the Secondary GOI Yield; plus (3) the NAV Payment; less
(4) the Construction Loan Repayment Amount; less (5) the Shareholder
Loan Amounts.


                    (b) The
Closing Purchase Price, the Construction Loan Repayment Amount and the
Shareholders Loan Amount are collectively referred to herein as the “Total Closing Payment Amount”.


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          6.2    Payment
Regime on the Closing Date. On the Closing Date, and subject to the
completion of the Transaction in terms of the provisions of § 12.3 below,
Purchaser shall pay the Total Closing Payment Amount as follows : 


                    (a)
Subject to the provisions of § 3.5(c) above, pay the Construction Loan
Repayment Amount to the Financing Banks, or procure that the Development
Companies pay the Construction Loan Repayment Amount to the Financing Banks and
discharge the Financing Bank Securities; and


                    (b)
Pay the following amounts to Vendor, namely:


                              (i)     the
Closing Purchase Price; and


                              (ii)     the
Shareholder Loan Amounts (subject to § 2.3)


          6.3    Interim
Price Adjustment. 


                    (a)
On the Interim Price Adjustment Date, the Parties shall: 


                              (i)     calculate the
Interim Primary GOI (provided that the Interim Primary GOI together with the
Closing Primary GOI shall under no circumstances exceed the Primary GOI Cap);


                              (ii)     calculate the
Interim Secondary GOI (provided that the Interim Secondary GOI together with
the Closing Secondary GOI shall under no circumstances exceed the Secondary GOI
Cap, subject to the provisions of §2.9 above); 


                              (iii)     calculate the
Interim Additional GOI (provided that the Interim Additional GOI together with
the Closing Additional GOI shall under no circumstances exceed the Additional
GOI Cap, subject to the provisions of §2.9 above); and


                              (iv)     to
the extent relevant, calculate the ATM Revenues as at the Interim Price
Adjustment Date in terms of §2.6 above (provided that
such ATM Revenues have not previously been counted at the Closing Date); and
thereafter


                              (v)     calculate
the Interim Price Adjustment Payment,
being the aggregate of: (1) the Interim Primary GOI capitalized at the
Primary GOI Yield; plus (2) the Interim Secondary GOI, the Interim
Additional GOI and the ATM Revenues (if relevant), all capitalized at the
Secondary GOI Yield. 


                    (b)
Purchaser shall pay the Interim Price Adjustment Payment to Vendor within 5
(five) Business Days of the Interim Price Adjustment Date. 


          6.4    Final
Price Adjustment.


                    (a) On
the Final Price Adjustment Date (or, at Vendor’s election, on the Lease-Up
Break Off Date), the Parties shall:


                              (i)     calculate the
Final Primary GOI (provided that the Final Primary GOI together with the
Closing Primary GOI and the Interim Primary GOI shall under no circumstances
exceed the Primary GOI Cap);


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                              (ii)     calculate the
Final Secondary GOI (provided that the Final Secondary GOI together with the
Closing Secondary GOI and the Interim Secondary GOI shall under no
circumstances exceed the Secondary GOI Cap, subject to the provisions of §2.9
above); 


                              (iii)     calculate the
Final Additional GOI (provided that the Final Additional GOI together with the
Closing Additional GOI and the Interim Additional GOI shall under no
circumstances exceed the Additional GOI Cap, subject to the provisions of §2.9
above); and


                              (iv)     to
the extent relevant, calculate the ATM Revenues as at the Final Price
Adjustment Date in terms of §2.6 above (provided that
such ATM Revenues have not previously been counted at the Closing Date and/or
the Interim Price Adjustment Date); and thereafter


                              (v)     calculate
the Final Price Adjustment Payment,
being the aggregate of: (1) the Final Primary GOI capitalized at the
Primary GOI Yield; plus (2) the Final Secondary GOI, the Final
Additional GOI and the ATM Revenues (if relevant), all capitalized at the
Secondary GOI Yield; and 


                              (vi)     calculate
the Vacant Areas (if any), and thereafter the Vacant Area Payment, being the
net area of the Vacant Areas multiplied by the estimated rentals (calculated as
provided in § 6.7(c) below)chargeable in respect of the Vacant Areas and
further multiplied by a factor of 50%, and thereafter capitalized at the
Primary GOI Yield. 


                    (b) Subject
to §6.4(c)
below, on a date not later than 5 (five) Business Days following the
Final Price Adjustment Date (or following the Lease-Up Break Off Date, if and
to the extent relevant), Purchaser shall pay to Vendor that amount which is the
aggregate of the Final Price Adjustment Payment and the Vacant Areas Payment
(if relevant).


                    (c) If
a Final
Occupancy Permit has not been awarded on the Final Price Adjustment Date, the
following provisions shall apply:


                              (i)     by
not later than a date falling 10 (ten) Business Days prior to the Final Price
Adjustment Date, Vendor shall provide Purchaser with a written notice
specifying those works which are outstanding and which are to be executed and
completed in order to obtain the Final Occupancy Permit, which shall also be
evidenced by a decree issued by the local building authority (“Final Works”), together with a detailed
estimate of the costs and expenses to be incurred in the execution and
completion of such works (“Final Work Cost
Estimate”);


                              (ii)     Vendor
undertakes to ensure that the Final Works are executed and completed with
reasonable skill, care and diligence as soon as reasonably practicable, in
terms of the provisions of §3.10 above; 


                              (iii)     on
the Final Price Adjustment Date, the Purchaser shall be entitled to retain and
deduct from the Final Price Adjustment Payment an amount equivalent to 110%
(one hundred and ten percent) of the Final Work Cost Estimate; and


                              (iv)     The
amount retained by Purchaser in terms of §6.4(c)(iii) above
shall be paid by Purchaser to Vendor immediately upon the issuance of the Final
Occupancy Permit, together with interest in terms of § 6.6(a) below calculated
from the Final Price Adjustment Date.




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          6.5    Transaction
Price Cap. Notwithstanding anything to the contrary herein contained, it is
hereby specifically agreed and understood that the total aggregate amount to be
paid by Purchaser pursuant to the provisions of this Agreement in consideration
for the acquisition of the entire Equity Rights and in relation to the
Construction Loan Repayment Amount and the Shareholder Loan Amount shall under
no circumstances in aggregate exceed the Transaction Price Cap.


          6.6    Interest.


                     (a) In the event that Purchaser shall
fail to execute payment of any amount due and payable by it to Vendor on the
latter of the Closing Date, the Interim Price Adjustment Date or the Final
Price Adjustment Date (as the case may be) and the calling of the Bank
Guarantee or the Top-Up Guarantee (as the case may be) pursuant to the
provisions of this Agreement within 14 (fourteen) days of the due date
therefore, then and in such event any such amount shall bear interest at the
prevailing 3 month EURIBOR rate of interest plus 1.8% per annum calculated from
the due date for payment until the actual date of payment of such amount.


                     (b) In the event that Vendor shall fail to execute payment of any amount
due and payable by it to Purchaser pursuant to the provisions of this Agreement
within 14 (fourteen) days of the due date therefore, then and in such event any
such amount shall bear interest at the prevailing 3 month EURIBOR rate of
interest plus 1.8% per annum calculated from the due date for payment until the
actual date of payment of such amount.


          6.7    General Provisions
relating to Transaction Prices. For all purposes in terms of this Article VI:


                     (a) All amounts for payment in terms of the provisions of this Agreement
shall be effected by wire transfer of immediately available funds in Euro
Currency to such account or accounts (not to exceed three accounts) as Vendor
may direct in its irrevocable payment instructions to be furnished to Purchaser
at least 5 (five) Business Days before the Closing Date. Subject to the
foregoing, Vendor shall be entitled to modify its payment instructions from
time to time. 


                     (b) All the values and prices shall be denominated in the Euro Currency
prevailing on the relevant calculation dates. Amounts denominated in Hungarian
Forint shall be converted at the published national rate of exchange of the
Hungarian Central Bank prevailing on the relevant Calculation Date. 


                     (c) Fourteen days prior to the Final Price Adjustment Date, the Parties
shall discuss and endeavour to agree the estimated rentals chargeable in
respect of the Vacant Areas within a period of seven days thereafter, failing
which within two days thereof an independent expert shall be appointed by
mutual agreement or, in the absence of agreement, by the Closing Agent
thereafter in order to determine the estimated rentals.


                     (d) Vendor shall furnish Purchaser with the Tenant List, updated to the
relevant Calculation Date, not later than 7 (seven) days prior to the relevant
Calculation Date, so as to enable the Parties to jointly verify and calculate
the payments to be made in terms of § 6.1 to §
6.4 inclusive above. In the event that a dispute shall arise between the
Parties regarding the calculation of the relevant Gross Income, the matter will
be resolved upon the request of either party, by the the Senior Partner of
Messrs. Martonyi es Kajtar Baker & McKenzie of 102 Andrassy ut., H-1062
Budapest, whose decision shall be deemed determinative for the purpose of the
price calculations, which shall be carried out on the relevant Calculation
Date. However, nothing herein contained shall prevent either Party from
referring the dispute to arbitration in terms of § 17.3 below,
notwithstanding the determination of Baker & McKenzie, provided that such
referral shall not prevent or delay the calculation and payment of the relevant
payments in terms of § 6.1 to § 6.4 inclusive above. In
the event that Messrs. Martonyi es Kajtar Baker & McKenzie are unwilling or
unable to act in this capacity, the Parties shall jointly appoint an
alternative law firm in Budapest with an international affiliation to issue the
said opinion. 


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          6.8    Prohibition
on Double Counting. For the avoidance of doubt, the Parties confirm that no
elements of the Closing Primary GOI, the Interim Primary GOI, the Final Primary
GOI, the Closing Secondary GOI, the Interim Secondary GOI, the Final Secondary
GOI, the Closing Additional GOI, the Interim Additional GOI, the Final
Additional GOI and the ATM Revenues shall be taken account, calculated or
re-capitalized more than once in the calculation of the payments to be made by
Purchaser to Vendor in terms of the provisions of this Agreement. However,
nothing in this Section shall be deemed to derogate from Purchaser’s obligation
to execute full payment of all amounts due and payable by it pursuant to the
provisions of this Agreement. 


ARTICLE VII - PAYMENT GUARANTEES


          7.1    The Bank
Guarantees.


                     (a) As security for the fulfillment by Purchaser of its undertakings to
execute and/or cause the payment of the Total Closing Payment Amount at the
Closing Date as contemplated in § 6.1 above, Purchaser shall furnish to Vendor
by not later than the Short-Stop Date (subject to agreed extensions) with an
irrevocable and autonomous Bank Guarantee, substantially in the agreed form and
attached hereto as Schedule 7.1(a)
(the “Bank Guarantee”) (provided
that any deviation from the wording contained in Schedule 7.1(a) shall
require the prior approval of Vendor.


                     (b) The Bank Guarantee shall be issued by the
Issuing Bank in respect of an aggregate amount which is not less than the Bank
Guarantee Amount.


                     (c) The Bank Guarantee may be
exercised by Vendor on the basis of a written certificate (“Payment Certificate”) issued by an
independent third party expert (“Closing
Agent”) in accordance with the provisions of the Closing Agent
Agreement. 


                     (d) In the event that the
Total Closing Payment Amount exceeds the maximum amount guarantee under the
Bank Guarantee, the exercise of the Bank Guarantee shall not derogate from
Purchaser’s liability and obligation to execute full payment of all amounts due
and payable pursuant to the provisions of this Agreement, provided that the
Transaction Price Cap is not exceeded. In the event, however, that Total
Closing Payment Amount is less than the maximum amount guaranteed under the
Bank Guarantee, the Bank Guarantee may only be exercised in respect of an
aggregate amount which is equal to the actual Total Closing Payment Amount.


                     (e) In order to facilitate the issuance of the Bank Guarantee and/or its
proper exercise on the conditions detailed as specified above, on or before the
Short-Stop Date, the Parties shall enter into a detailed agreement with the
Closing Agent substantially in the form and text attached hereto as Schedule 7.1(e), subject to agreed
amendments (“the “Closing Agent Agreement”).



                     (f) In the event that any of the deadline dates provided for herein
shall be extended then in such event Purchaser undertakes to procure
that the term of the validity of the Bank Guarantee shall be extended by a
period equivalent to such extended period.


38








                     (g) Vendor undertakes to procure that the Development Companies execute
and duly sign the Purchaser’s Security Documents held in escrow by the Closing
Agent contemporaneously with and as a condition for the submission of its
request to the Closing Agent to obtain the various expert opinions referred to
therein, and to issue the Payment Certificate to the Issuing Bank.


          7.2    Top-Up
Guarantees


                     (a) On the Closing Date Purchaser undertakes to furnish Vendor with a
Top-Up Guarantee in the agreed form and attached as Schedule 7.2(a) (the “Top-Up
Guarantee”).


                     (b) The Top-Up Guarantee shall be issued by the Issuing Bank in respect
of an aggregate amount which is equal to the Top-Up Amount.


                     (c) The Top-Up Guarantee shall be
capable of multiple draw downs, provided that the aggregate of the maximum
guaranteed amount is not exceeded.


                     (d) The Top-Up Guarantee may be exercised
by Vendor on the basis of a
written certificate issued by the Closing Agent confirming the amounts to be
paid out under the Top-Up Guarantee, namely: (aa) the Interim Price Adjustment
Payment in terms of § 6.3(a)(v) above; and (bb) the Final Price Adjustment
Payment and the Vacant Areas Payment, if relevant, in terms of §§ 6.4(a)(v) and 6.4(a)(vi)
respectively above.


ARTICLE VIII - NET ASSET VALUE AND VERIFICATIONS


          8.1    Proforma Closing
Accounts. 


                     (a) By not later than a date 5 (five)
Business Days prior to the Closing Date, Vendor shall prepare the proforma closing accounts as at the Closing Date in
respect of the Development Companies, and deliver same to Purchaser (the “Proforma Closing Accounts”). 


                     (b) The Proforma Closing Accounts shall be prepared by the Development
Companies, and reviewed by the Transaction Accountants, in compliance with
Hungarian Accounting Law (HAL); provided, however, that: (i) liabilities shall
be reflected exclusive of any uneconomical liabilities; (ii) accumulated losses
multiplied by a factor of 20% shall also be reflected as an asset, representing
allowable but un-utilized tax losses in the Development Companies; and (iii)
Non-allowable tax losses shall be excluded; all as provided for in the Net
Asset Value Methodology (Schedule 1.1(vvvv))


                     (c) The Proforma Closing Accounts shall
be subject to the approval of Purchaser prior to or at the Closing Date, such
approval not to be unreasonably withheld or delayed. Vendor undertakes to grant Purchaser and/or its
professional advisers with unlimited access to the financial documentation on
the basis of which the Profroma Closing Accounts have been prepared.


                     (d) Vendor shall use its best endeavours to minimize the cash balances
remaining in the Development Companies as at the Closing Date, subject to
maintaining the necessary working capital reserves and subject further to the
requirements of the Financing Banks.


                     (e) The Vendor warrants to the Purchaser that materially all assets,
liabilities and receivables and prepayments set out in the Pro Forma Closing
Accounts relate to the Businesses.


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          8.2    Calculation and Payment
of the Closing NAV. 


                     (a) In determining the Net Asset Value of the Development Companies at
any relevant calculation date, the parties shall apply the Net Asset Value
Methodologies specified in Schedule 1.1(vvvv) attached hereto. 


                     (b) On the Closing Date, the Net Asset Value of the Development
Companies shall be calculated on the basis of the Proforma Closing Accounts
(the “Closing NAV”). 


                     (c) In the event that the Closing NAV reveals an excess of assets over
liabilities of the Development Companies, then the NAV Payment shall equal the
amount of such excess on the Closing Date (a positive amount). In the event,
however, that the Closing NAV reveals that the liabilities of the Development
Companies are in excess of its current assets, then the NAV Payment shall equal
the amount of such shortfall at the Closing Date (a negative amount) which
shall be set-off against the Closing Purchase Price due and payable by
Purchaser on the Closing Date, in terms of §
6.2(b)(i) above.. 


                     (d) All amounts payable in terms of this § 8.2 shall bear
interest at the rate specified in §6.6(a) or (b) above as the case may be.


                     (e) The Closing NAV shall be subject to
the Final NAV Adjustment to be carried out in terms of the provisions of §
8.3(o) below on the basis of the Final Closing Accounts.


          8.3    Final
Closing Accounts and NAV Verification.


                     (a) Within
sixty (60) days
following the Closing Date (such period hereinafter referred to as the “Verification Period”), Vendor will prepare
the final definitive closing accounts of the Development Companies as at the
Closing Date, prepared in accordance with Hungarian Accounting Law (HAL) (the “Definitive Closing Accounts”). The
provisions of § 8.1(b)
shall apply mutatis mutandis to the preparation of the Definitive Closing
Accounts.


                     (b) By not later than the last day of the Verification Period, the
Transaction Accountants shall carry out and complete a review of the Definitive
Closing Accounts. 


                     (c) The Parties shall reasonably cooperate with the Transaction
Accountants during the Verification Period in order to enable the review of the
Definitive Closing Accounts. 


                     (d) The
reasonable cost of the review of the Definitive Closing Accounts shall be borne
in equal shares by Purchaser and Vendor


          Review
of Definitive Accounts.


                     (e) The Purchaser’s
Accountants will have thirty (30) days as from the expiration of Verification
Period (the Review Period”) to
review the Definitive Closing Accounts. Vendor shall reasonably
cooperate with Purchaser’s Accountants in order to enable Purchaser’s
Accountants to perform the review of the Definitive Closing Accounts. 


                     (f) If Purchaser believes that any changes are
required to be made to the Definitive Closing Accounts (including but not limited to changes based
on differences between the Definitive Closing Accounts and the results of the review) (an “Uncertainty”), Purchaser
shall by not later
than the last day of the Review Period give written notice to Vendor (a “Dispute
Notice”) of any such proposed change or Uncertainty, describing the
change or Uncertainty and the basis for the change or Uncertainty in reasonable
detail. 


40








                     (g) The Definitive Closing Accounts shall be binding and conclusive upon, and
deemed accepted by, Purchaser on the conclusion of the Review Period unless
Purchaser shall have delivered a Dispute Notice to Vendor on or prior to the conclusion of the Review
Period in terms of this section.


          Verification
Disputes


                     (h) Any difference of
opinion between the Parties and/or between the Transaction Accountants and Purchaser’s Accountants
pertaining to the preparation, verification and review of the Definitive
Closing Accounts with
regard to any item contained therein (“Verification
Disputes”) which cannot be promptly and amicably resolved by mutual
agreement within 15 (fifteen) days of the expiry of the Review Period (or such
longer period as shall be mutually agreed), shall be referred to an
internationally reputable firm of auditors, who shall act in the capacity of
third party experts (and not arbitrators) (the “Closing Experts”). If the Parties are unable to agree upon
the identity of the Closing Experts within 14 days of a request by either party
to do so, then and in such event each Party shall have the right to request the
President for the time being of the London Court of International Arbitration
(LCIA) to proceed to the appointment of the Closing Expert (preferably from
amongst the “Big Four” international accounting firms, provided that the
Closing Expert shall not act as the external auditors of any of the Parties to
this Agreement, nor to any of the Development Companies).


                     (i) The Closing Expert will be instructed to
select, in its discretion, the individuals within its organization who will
have primary responsibility for this matter and to reach a determination within
fifteen (15) days from the date of referral. The Closing Expert shall be
required, if so requested by either party, to allow both Parties an opportunity
to give explanations and/or to provide documentation in support of the position
adopted by the respective Parties regarding the Dispute. 


                     (j) The decision of the Closing Expert will be
final and binding upon the Parties, and, in the absence of manifest
error or fraud, shall not be subject to appeal. The Definitive Closing Accounts shall be adjusted by the Parties in order to reflect
the decision of
the Closing Expert.


                    (k) The
reasonable fees, and the expenses and
disbursements, of the Closing Expert shall be paid one-half by Vendor and one-half by Purchaser, unless otherwise
determined by the Closing Expert. 


                    (l) Notwithstanding
the provisions of § 17.3
below (Dispute Resolution) and the provisions of applicable Law determined in
terms of § 17.2 below (Governing Law), the procedures for the adjudication
of Verification Disputes as provided for in this Section shall not be governed
by the provisions of any applicable arbitration Laws now in effect or as
hereafter amended, or any subsequent legislation replacing or supplanting same,
and for this purpose the Closing Expert shall be deemed to be an expert and not
an arbitrator.


                    (m) By
executing this Agreement, the Parties hereto shall be deemed to have furnished
the Closing Expert with instructions and with a mandate to fulfill the duties
specified in this Section. In the event, however, that additional instructions
or directions are required to be given to the Closing Expert, the Parties
undertake to co-operate and to act reasonably in order to facilitate the
resolution of any Verification Dispute.


41








          Final
Closing Accounts.


                    (n) The Definitive Closing Accounts shall become final with respect to all or any portion thereof, and
binding upon the Parties hereto upon the earlier of: (i) the failure by
Purchaser to object to all or any portion thereof within the period specified
under § 8.3 above; (ii) an
agreement between Purchaser and Vendor with respect thereto; or (iii) the
decision by the Closing Expert with respect to any disputed matters pursuant to
§ 8.3 above. The Definitive Closing Accounts, as adjusted pursuant to the agreement of Purchaser and Vendor or the decision
of the Closing Expert as
aforesaid, upon becoming final and binding pursuant to this § 8.3(n) shall be referred to herein as
the “Final Closing Accounts”. 


          Final
NAV Adjustments.


                    (o) By
not later than a date 15 (fifteen) days following the determination of the
Final Closing Accounts in terms of § 8.3(n) above (“NAV Adjustment Date”), a net
asset value adjustment of the Development Companies shall be carried out by the
Parties (the “Final NAV”). 


                    (p) In
the event that variations or discrepancies are revealed between the Closing NAV
calculated in terms of § 8.2 above and the Final NAV, then and in such event
an NAV adjustment shall be carried out, either upwards by payment by Purchaser
to Vendor of any increased NAV, or downwards by repayment by Vendor to
Purchaser of any reduced NAV, both by not later than the NAV Adjustment Date,
and such amounts shall bear interest at the rate specified in §6.6(a) or (b) above (as the
case may be).


ARTICLE IX - REPRESENTATIONS AND WARRANTIES OF VENDOR


          9.1    Warranties 


                     (a) Vendor
hereby represents and warrants to Purchaser that: (i) the statements
contained in this Article IX (“Warranties”)
are true and correct in all respects and not misleading as of the date of this
Agreement; and (ii) all the Warranties will be true and correct in all respects
and not misleading as of the Closing Date (as though made at the Closing Date);
provided, that the representations and warranties made
as of a specified date will be true and correct as of such date. 


                     (b) Vendor acknowledges that Purchaser is entering into this Agreement
in reliance on each Warranty which has also been given as a representation and
with the intention of inducing the Purchaser to enter into this Agreement and
that the Purchaser has been induced to enter into this Agreement on the basis
of and in full reliance upon them and that the Purchaser may rely on the
Warranties in warranting to any subsequent purchaser of all or any of the
Equity Rights.


                     (c) Each of the Warranties shall be construed as a separate and
independent warranty and (except where this Agreement provides otherwise) shall
not be limited or restricted by reference to or inference from any other term
of this agreement or any other Warranty.


                     (d) Vendor waives and may not enforce any right which he may have in
respect of any misrepresentation, inaccuracy or omission in or from any
information or advice supplied or given by the Development Companies or its
officers or employees in enabling Vendor to give the Warranties and any
representations or to prepare the Vendor’s Disclosure Schedule and/or the
Supplemental Vendor’s Disclosure Schedule.


42








                     (e) Without derogating from and subject to the provisions of §§§
9.1(h)(i)9.1(i) and 9.33 below, the Warranties shall not be deemed in any way
modified or discharged by reason of any investigation made or to be made by or
on behalf of Purchaser or by reason of any information relating to the
Development Companies of which Purchaser has knowledge (actual, implied or
constructive).


                     (f) If there is any breach or non-fulfillment of any of the Warranties
resulting in: (i) the value of any of the Development Companies’ assets being
or becoming less than it would have been had the relevant circumstances been as
so warranted; or (ii) the Development Companies having incurred or incurring
any liability or an increase in a liability which it would not have incurred
had the relevant circumstances been as so warranted, then the loss arising from
such breach may be calculated by reference to either: (i) the reduction in
value of the assets or (as the case may be) the liability or increased
liability thereby incurred by the Development Companies; or (ii) the reduction
caused in the value of the Equity Rights.


                     (g) Purchaser accepts the benefit of Article IX (including, without
limitation, the Warranties) for itself and as trustee for each undertaking
which is at any time a subsidiary undertaking of Purchaser.


                     (h) The Warranties on the Exchange Date shall be qualified by such exceptions
as shall be Disclosed in the Vendor’s Disclosure Schedule attached hereto as Schedule 9.1, (each exception
referencing the corresponding Warranties’ section number to which it applies)
to be supplied by Vendor to Purchaser on the Execution Date), 


                     (i) The Warranties on the
Closing Date shall be qualified by such exceptions as shall be Disclosed in the
Supplemental Vendor’s Disclosure Schedule (each exception referencing the
corresponding Warranties’ section number to which it applies) to be supplied by
Vendor to Purchaser not less than 3 (three) Business Days prior to the Closing
Date (and to be updated up to immediately before the Closing Date). 


          Representations
and Warranties applicable to Vendor


          9.2    Organization,
Qualification, and Corporate Power


          Vendor:


                     (a) is a corporation duly organized,
validly existing, and in good standing (to the extent to which the concept of
good standing exists in the relevant jurisdiction) under the Laws of the
Kingdom of The Netherlands;


                     (b) is duly authorized to conduct its
respective businesses and is in good standing (to the extent to which the
concept of good standing exists in the relevant jurisdiction) under the laws of
each other jurisdiction where such qualification is required for the conduct of
such businesses and in which the failure to so qualify is reasonably likely to
have a materially adverse effect on Vendor; 


                     (c) is duly qualified or otherwise authorized
to transact business and is in good standing (to the extent the concept of good
standing exists in the relevant jurisdiction) in each jurisdiction in which
such qualification or authorization is required by applicable Laws of any
jurisdiction; and


                     (d) has full corporate power and
authority to carry on its businesses and to own and use its assets.


43








                     (e) is not subject to any insolvency process or no liquidator,
administrator, receiver, administrative receiver or similar officer or
analogous officer in its country of incorporation has been appointed in
relation to the Vendor or any or all of its assets.


          9.3    Authorization Vendor has
full power and authority to
enter into, execute and deliver this Agreement and all Ancillary Transaction
Agreements to which it is a party, and to complete the Transactions and to
perform its obligations hereunder, including, without limitation, the sale and
transfer of Equity Rights in and to the Development Companies and no further
actions on the part of Vendor are necessary to authorize the execution,
delivery and performance of this Agreement and the Ancillary Transaction
Agreements to which Vendor is a party or, in the case of the Ancillary
Transaction Agreements, do not require such approval. This Agreement and the
Ancillary Transaction Agreements to which Vendor is a party and the
transactions contemplated hereby and thereby have been approved by the
affirmative vote of the Board of Directors of Vendor. The completion of the
Transactions does not require the approval or consent of Vendor’s shareholders.
This Agreement and the Ancillary Transaction Agreements to which Vendor is a
party have been duly and validly executed and constitute the valid and legally
binding obligations of Vendor, enforceable against Vendor in accordance with
their respective terms and conditions.


          9.4    No Conflicts Neither the
execution and the delivery
of this Agreement and the Ancillary Transaction Agreements by Vendor nor the completion
of the Transactions will:


                     (a) violate any
constitution, Law, injunction, judgment,
order, decree, ruling, charge, or other restriction of any government,
governmental agency, or court to which Vendor or the Development Companies are
subject; 


                     (b) violate or
conflict with any provision of the respective Articles of Incorporation,
by-laws or organizational documents of Vendor or the Development Companies; or 


                     (c) conflict
with, result in a breach of, constitute a default under, result in the
acceleration of, create in any party the right to accelerate, terminate,
modify, or cancel, or require any notice or consent under, any agreement,
contract, lease, license, instrument, franchise, permit, mortgage, indenture,
insurance or other arrangement to which Vendor or any of the Development
Companies are a party or by which it is bound or to which any of its assets are
subject (or result in the imposition of any Lien upon any of their respective assets);
or


                     (d) result in
the imposition or creation of a Lien upon or with respect to the Equity Rights
of the Development Companies.


          9.5    Consents. No consent,
waiver, approval, order,
license, permit, certificates, filing or authorization of, or registration,
declaration or filing with, any Governmental Body or any third party, including
a party to any agreement with Vendor, is required by or with respect to Vendor
in connection with the execution and delivery of this Agreement or the
completion of the Transactions (or, if so required have been obtained), except
for the Transaction Approvals referred to in § 12.2(b) below. 


44








          Representations
and Warranties applicable to the Development Companies




          9.6    Capitalization. The
registered, issued and outstanding registered capital (Quota) of each
of the Development Companies is as set forth in the Rights Acquisition
Schedule. Except as set forth in the Project Liabilities Schedule, or as
mandated under applicable Hungarian Law, there are no outstanding securities
convertible into or exchangeable for quotas or shares in either of the
Development Companies, nor are there any outstanding options, rights,
pre emptive or otherwise, or similar right or other right, contract, agreement,
commitment or understanding of any kind or warrants to purchase or to subscribe
for any quotas or shares of such stock or other securities of the Development
Companies, or obligating either of the Development Companies to issue any additional
shares or quotas of capital stock. The issued and outstanding Quotas of the
Development Companies are held by the Vendor as listed in the Rights
Acquisition Schedule, and in the amounts set forth.


          9.7    Validity of Quotas. The
Quotas of the Development Companies have all been validly
issued, are fully paid up and non-assessable, and free of any Liens or
encumbrances (save in respect of the Financing
Bank Securities, where applicable) and have been issued in compliance
with all applicable Laws and in accordance with the relevant Articles of
Association.


          9.8    Articles of Association
and Constitutive Documents. 


                     (a) The copies
of the Articles of Association and other constitutive documents of each of the
Development Companies which have been furnished to Purchaser within the
framework of their due diligence investigations are true and accurate copies
thereof, and same have not been amended or modified except as disclosed in
writing to Purchaser.


                     (b) The
Development Companies are corporations duly organized, validly existing, and in
good standing under the Laws of Hungary. The Development Companies are duly
authorized to conduct business and are in good standing under the Laws of each
jurisdiction where such qualification is required. The Books and Records of the
Development Companies are correct and complete. None of the Development
Companies is in default under or in violation of any provision of its charter
or by-laws.


                     (c) The Development Companies are duly
qualified or otherwise authorized to transact business and is in good standing
(to the extent the concept of good standing exists in the relevant
jurisdiction) in each jurisdiction in which such qualification or authorization
is required by applicable Laws of any jurisdiction; and


                     (d) The Development Companies have full
corporate power and authority to carry on its Businesses and to own and use the
Purchased Assets.


          9.9    Legal Title. 


                     (a) At Closing, Vendor is the beneficial and the owner of record of, and has
good, valid and marketable title in and to, all (100%) of the Equity Rights
(Quota) of the Development Companies, which are to be acquired by Purchaser
pursuant to the provisions of this Agreement and/or the Formal Share Purchase
Agreements, free and clear of all Liens save in respect of Financing Bank
Securities which shall be terminated and deleted on the Closing Date;


                     (b) None of the
Development Companies owns or has any right to acquire, directly or indirectly,
any outstanding capital stock of, or other equity interest in, any Person; and


                     (c) All
easements which constitute Permitted Liens are not violated by the current use
or occupancy of the Development Project, or the operation of the Development
Companies as currently conducted thereon.


                     (d) There is no litigation, arbitration, prosecution, administrative or
other legal proceedings or dispute in existence or threatened against Vendor in
respect of the Equity Rights or Vendor’s entitlement to dispose of the Equity
Rights and there are no facts known to Vendor which might give rise to any such
proceedings or any such dispute.


45








          9.10   Transferability. The Quotas of the
Development Companies are not
subject to any restrictions with respect to their transferability, save to
mandatory pre-emption rights determined in terms of the Financing Bank
Securities and save as mandated under applicable Hungarian Law which shall be
procured by the Vendor to be waived by the Closing Date.


          9.11   Shareholders’ Loans. The
Shareholder
Loan Schedule sets forth all of the Shareholder Loans due by the Development
Companies to Vendor and/or its Affiliates as at the Closing Date. All the
Shareholder Loans: (i) are recorded in the books of account of the relevant
Development Companies as being an Indebtedness at Closing of an amount equal to
the Shareholder Loan Amounts due and payable to Vendor and/or its Affiliates;
(ii) have been properly reported to and/or recorded with the competent
authorities, including the National Bank of Hungary, in compliance with all
applicable Laws and regulations, if necessary; (iii) are valid, binding and
enforceable in accordance with their terms, and free from any Lien, except for the Financing
Bank Securities; (iv) are capable of
repayment in Euro currency in accordance with their respective terms and
conditions without restriction, save in respect of the subordination rights of
the Financing Banks under the Financing Bank Securities which shall cease to
exist on the Closing Date; and (v) none of the Shareholder Loans shall or shall
have been repaid in whole or in part, or increased, nor has any interest
thereon been paid, since the CP Satisfaction Date.



          9.12   Construction Loan Facilities.



                     (a) Subject to obtaining the Waivers and Consents of the Financing Banks
as specified in § 12.2(b)(ii) below, and without derogating from Vendor’s undertakings to effect full repayment
of the Construction Loan Facilities by not later than the Closing Date in terms
of §§ 3.5(c) and 6.2(a) above, the
Transactions shall not give rise to any breach of any obligation, undertaking
or covenant of the Development Companies under the Construction Loan
Facilities, nor shall any event of default or other adverse event occur under
the Construction Loan Facilities as a result thereof.


                     (b) The Development Companies have not and are not currently in breach
of any obligation, undertaking or covenant of the Development Companies under
the Construction Loan Facilities which gives rise to an event of default or
adverse effect (or any fact or circumstance which could give rise to an event
of default or adverse effect) under the Construction Loan Facilities which
remains outstanding.


                     (c)  Subject at all times to the
provisions of the relevant Construction Loan Facility Agreements and to §§ 3.5(c), upon prior written notice of the
relevant borrower
that it intends to prepay its Construction Loan Facility, the relevant borrower
shall be entitled to prepay such loan on the next interest payment
(“roll-over”) date or, prior to such date as the case may be. 


          9.13   Financial Statements. 


                     (a) At the Execution Date and the Closing Date, Vendor shall attach as Schedule 9.13 the financial statements of
each of the Development Companies, which have been audited or reviewed, for
each of the fiscal year preceding the Execution Date and the Closing Date, if
available, as the case may be. By no later than a date 5 (five) Business Days
before the Execution Date and the Closing Date following the CP Satisfaction
Date, Vendor shall in addition furnish Purchaser with the Proforma Closing
Accounts referred to in § 8.1(a) above (jointly, the “Financial Statements”).


46








                     (b) The Financial Statements (including the notes thereto) have been and shall
be prepared in accordance with Hungarian Accounting Law (HAL) applied on a
basis consistent with that adopted in the preparation of the audited accounts
for each of the last two preceding financial periods, present a true and fair
view of the financial condition, the assets and liabilities and state of
affairs of the relevant
Development Company as of such date and the result of operations, and
the profits and losses of the relevant Development Company for such periods, are correct and
complete, and are consistent with the Books and Records of the relevant
Development Company.


                     (c) The Financial Statements disclose all the assets and either make
full provision or reserve for or, as appropriate, disclose all bad and doubtful
debts and all accruals and liabilities whether actual, contingent, unquantified
or disputed and all capital commitments whether actual or contingent of the
Development Companies as at the date of the Financial Statement.


                     (d) Except as stated in the Financial Statements for each of the last two
preceding financial years of the Development Companies, no changes in the
policies of accounting have been made therein for any of those financial years
and the method of valuing stock and work in progress and the basis of
depreciation and amortisation adopted has been consistent during each of these
financial years.


          9.14   Undisclosed Liabilities.



                     (a) None
of the Development Companies has any Liability, Indebtedness, obligation,
expense, claim, deficiency, guaranty or endorsement of any type (whether
asserted or unasserted, whether absolute or contingent, whether accrued or
un-accrued, whether liquidated or un-liquidated, and whether due or to become
due), except (as at the Closing Date) for those set forth on the face of the
Proforma Closing Accounts and the Final Closing Accounts (rather than in any
notes thereto).


                     (b) None of the Development Companies is subject to any insolvency
process or no liquidator, administrator, receiver, administrative receiver or
similar officer or analogous officer in its country of incorporation has been
appointed in relation to the Development Companies or any or all of its assets.


          9.15    Events
Subsequent to Most Recent Fiscal Period End. Other than in the ordinary course of business and consistent with past
practise, and save in respect of the Construction Works and the Development
Liabilities assumed by Vendor pursuant to the provisions of § 3.10 above, since
the last financial year end date or the Execution Date, (as the case may be)
there has not been any material adverse change in the business, operations,
assets (including intangible assets), liabilities (contingent or otherwise),
results of operations or financial performance, or condition (financial or
otherwise) of the Development
Companies. Without limiting the generality of the foregoing, since
that date:


                     (a) Neither Vendor nor any of the Development Companies
have sold, pledged, leased, transferred, or assigned any of the Purchased
Assets, tangible or intangible, used or held for use in, or necessary for the
continued conduct of, the Businesses outside the ordinary course of business;


                     (b)  Neither Vendor nor any of the Development
Companies have entered into, assumed or become bound under or obligated by any
agreement, contract, lease or commitment (collectively a “Contract”) or extended or modified the
terms of any Contract related to the Businesses or the Purchased Assets which
(i) involves the payment by the Development Companies or any
of them of greater than € 100,000 per annum or which extends
for more than one (1) year, (ii) involves any payment or obligation to any
Affiliate of Vendor other than in the ordinary course of business, or
(iii) involves the sale of any material assets;


47








                     (c)  Save as
otherwise notified in writing to Purchaser and with its approval and consent,
and save in respect of prepayment notices sent to the Financing Banks with the
consent and approval of Purchaser, no party (including Vendor and the Development
Companies) has accelerated, terminated, made modifications to, or canceled (or
advised or been advised of an intention to cancel) any agreement, contract,
lease, or license of a material nature related to the Businesses or the
Purchased Assets to the Development Companies are parties or by which they are
bound, nor have they modified, canceled or waived or settled any material debts
or claims held by them related to the Business or the Purchased Assets, or
waived or settled any rights or claims of a substantial value related to the
Businesses or the Purchased Assets, outside the ordinary course of business;


                     (d)  none of the Purchased Assets, tangible or intangible,
has become subject to any Lien (excluding Permitted Liens);


                     (e)  Save as
disclosed to Purchaser, and other than in respect of the Management Agreement,
the Development Companies have not entered into any employment contract (or a
contract of similar nature which may be re-classified as an employment contract
by the Competent Authorities) or collective bargaining agreement, made any
other change in employment terms for any Employees, or adopted any bonus,
profit-sharing, incentive, severance, or other plan, contract, or commitment
for the benefit of any Employees (it being understood, however, that where the
Development Companies have employed any persons prior to the Closing Date,
Vendor undertakes to cause such employees to be transferred either to Vendor
and/or its Affiliates by not later than the Closing Date, and to fully
indemnify the Development Companies against all and any liability arising out
of and/or in connection with the employment of such persons). 


                     (f)  Neither of the Development Companies have changed any
of the accounting principles or methods followed by the Businesses or the
method of applying such principles or the accounting reference period; 


                     (g)  Neither of the Development Companies have made any distribution
of dividends or made any other contractual payment to their direct or indirect
Affiliates (including repayment of Shareholder Loans);


                     (h)  The Development Companies
have paid its creditors in accordance with their respective credit terms;


                     (i)  There has been no
deterioration in the financial or trading position of the Development Companies
compared with the same period during each of the two preceding years;


                     (j)  There has not been any
material change in the assets or liabilities (including contingent liabilities)
of the Development Companies as shown in the Financial Statements except for
changes arising from routine payments and from routine supplies of goods or of
services in the normal course of trading;


                    (k)  Neither
Vendor nor any of the Development Companies
have become obligated to do any of the foregoing.


                    (l)  Save
as disclosed to Purchaser, no claims were made
under the insurance policies of the Development Companies.


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          9.16   Legal
Compliance. The Businesses are being conducted
and all of the Development Companies are in compliance with all applicable Laws
(including without limitation rules, regulations, codes, plans, injunctions,
judgments, orders, extension orders, decrees, rulings, and charges). Except as
set forth in the Proceedings Schedule (Schedule 9.25), no action, suit,
proceeding, hearing, investigation, charge, complaint, claim, demand, notice or
inquiry is pending, or to the Knowledge of Vendor, is threatened against Vendor
or any of the Development Companies by any Governmental Body or third parties
alleging any failure to so comply. The Development Companies have all Permits
and qualifications that are necessary for the conduct of the Businesses and/or
the ownership and operation of the Purchased Assets and, so far
as Vendor is aware, there are no circumstances which indicate that any of such
Permits, qualifications and permissions may be revoked or not renewed in the
ordinary course of events nor are there any circumstances which indicate that
equivalent Permits, qualifications and permissions on no less favourable terms
would not be granted to the Development Companies following the acquisition of
the Equity Rights by the Purchaser.


          9.17   Tax
Matters. In respect of each of the Development
Companies:


                     (a) For
purposes of this Agreement, “Tax”
or, collectively, “Taxes”, means
any income taxes, turn over taxes, stamp severance, customs duties,
franchise, withholding social security, value added tax, and any other type of
tax of any kind whatsoever (including but not limited to: Corporate Income Tax,
Value Added Tax, Local Business Tax, Personal Tax, and including any fines,
penalties, default interest or other amounts imposed upon them by final
adjudication) in respect of the Development
Companies and/or the Businesses and/or the Purchased Assets.


                     (b) Each of the Development Companies has filed
all declarations, forms, claim statements (“Tax Return”) that it was required
to file for any type of Tax under applicable Laws, regulations and case Law.
All such Tax Returns, including those which review is still pending at the time
of the signature of this Agreement, or those which were only partially submitted
for review, were correct and complete in all material respects and have been
prepared in strict and substantial compliance with all applicable Laws and
regulations. 


                     (c) The Development Companies have withheld and
paid all Taxes required to have been withheld and paid in connection with any
amounts paid or owing to any employee, independent contractor, creditor,
stockholder, or other third party.


                     (d) The provisions
made in the Proforma Closing Accounts and the Final Closing Accounts are
sufficient in order to cover any Tax payment pertaining to the time period
elapsed on the Closing Date.


                     (e) There are no
audits or investigations by any Tax authority of either of the Development
Companies.


                     (f) To the Knowledge of Vendor, there is no basis for the
assertion of any claim relating or attributable to Taxes which, if adversely
determined, would result in any Lien upon any Purchased Assets if unpaid by due
date.


          9.18   Title of Properties; Absence
of Liens and
Encumbrances; Condition of Equipment 


                     (a) Each of the
Development Companies has registered, good, valid and marketable title to the
Development Project, free and clear of all objection, adverse possession, Liens
and other encumbrances other than Permitted Liens, and each of the Development
Companies has good, valid and marketable title to all other Purchased Assets,
free and clear of all objection, adverse possession, Liens and other encumbrances
other than Permitted Liens. The Property Schedule and the plans attached
thereto accurately specify the nature, terms and conditions of the ownership
rights (freehold or leasehold) held by the Development Companies.


49








                     (b) Each of the
Development Companies has good and valid title to, or, in the case of leased
properties and assets, valid leasehold interests in, the relevant respective
Purchased Assets owned by it (as specified in the Property Schedule), free and
clear of any Liens, save for Permitted Liens. The Purchased Assets are not
subject to expropriation or seizure as at the Execution Date and the Closing
Date (as the case may be).


                     (c) Each
material item of equipment owned or leased by the Development Companies and
included in the Purchased Assets is (i) adequate for the conduct of the
Businesses as currently conducted, and (ii) in good operating condition,
regularly and properly maintained, subject to normal wear and tear. None
of the Purchased Assets are the subject of any assignment, royalty, overriding
royalty, factoring arrangement, leasing or hiring agreement, hire purchase
agreement for payment on deferred terms or any similar agreement or
arrangement.


                     (d) Each of the Development Companies
own, free and clear of any Liens, all tenant lists, customer contact
information, customer correspondence and customer lease histories relating to
the Development Project. Other than Vendor, the Development Companies and the
relevant tenants to which such information relates, no person possesses any
claims or rights with respect to use of the information.


                     (e) None of the Development Companies’s records, systems, controls, data
or information are recorded, stored, maintained, operated or otherwise wholly
or partly dependent upon or held by any means (including any electronic,
mechanical or photographic processes whether computerised or not) which
(including all means of access thereto and therefrom) are not under the
exclusive ownership and direct control of the respective Development Company.
The computer systems of the Development Companies (“Computer Systems”) have
been satisfactorily maintained. The Computer Systems have adequate capability
and capacity for the projected requirements of the Development Companies for
the processing and other functions required to be performed for the purposes of
the business of the each Development Company. Disaster recovery plans are in
effect and, so far as Vendor is aware, are adequate to ensure that the Computer
Systems can be replaced or substituted without material disruption to the
business of the Development Companies.


          9.19   Development
Project. 


                     (a) The Development Project comprises all of the real property used or
intended to be used in, or otherwise related to, the Businesses; and, except as
set forth in Vendor’s Disclosure Schedule neither of the Development Companies
is a party to any agreement or option to purchase (including preference right)
any real property or interest therein. 


                     (b) All buildings, structures, fixtures, building systems and equipment,
and all components thereof, included in the Development Project (the “Improvements”) are in good condition and
repair and
sufficient for the operation of Businesses. There are no structural
deficiencies or latent defects, affecting the Development Project and/or any of
the Improvements and there are no facts or conditions affecting the Development
Project or Improvements which would, individually or in the aggregate,
interfere in any material respect with the use or occupancy of the Development
Project or Improvements or any portion thereof in the operation of Businesses
as currently conducted thereon.


                     (c) There is no condemnation, expropriation or other proceeding in
eminent domain, pending or threatened, affecting any parcel of the Development
Project or any portion thereof or interest therein. Save as specified in the
Proceedings Schedule, there is no injunction, decree, order, writ or judgment
outstanding, nor any claims, litigation, administrative actions or similar
proceedings, pending or threatened, relating to the ownership, lease, use or
occupancy of the Development Project or any portion thereof, or the operation
of the Development Companies’ business as currently conducted thereon or any
liability of the Development Company. 


50








                     (d) The Development Project is in compliance with all applicable
building, zoning, subdivision, health and safety and other land use Laws, and
is in compliance with the legal requirements upon which the cover of the
present insurance carrier is conditional, which affect the Development Project
(collectively, the “ Development Projects
Laws”), and the current use and occupancy of the
Development Project and operation of Businesses thereon do not violate any
Development Projects Laws. None of the Development Companies has received any
notice of violation of any Development Projects Law and to Knowledge of Vendor there
is no basis for the issuance of any such notice or the taking of any action for
such violation, nor are there any pending or anticipated change in any
Development Projects Law that will materially impair the ownership, lease, use
or occupancy of the Development Project or any portion thereof in the continued
operation of the Development Companies’ business as currently conducted
thereon.


                     (e) The Development Project has direct vehicular and pedestrian access
to a public street adjoining the Development Project, and such access is not
dependent on any land or other real property interest which is not included in
the Development Project or in respect of which valid leasehold interests exist
which comply with the provisions of § 9.18(b) above.


          9.20   Intellectual
Property. 


                     (a) Vendor owns and possesses the trademark which is the subject of the
Conditional Trademark License Agreement. The Development Companies own and
possess or have the right to use pursuant to a valid and enforceable license,
sublicense, agreement, or permission all intellectual property used in the
operation of the Businesses as presently conducted. Each item of intellectual
property owned or used by the Development Companies will be owned or available
for use by the Development Companies on identical terms and conditions
immediately subsequent to the Closing Date (subject to the rights awarded to Purchaser in terms of the Conditional
Trademark License Agreement). The Vendor has taken all necessary action to
maintain and protect each item of intellectual property that they own or use.


                     (b) Neither the Vendor nor the Development Companies have interfered
with, infringed upon, misappropriated, or otherwise come into conflict with any
intellectual property rights of third parties, and neither Vendor nor the
directors and officers (and employees with responsibility for intellectual
property matters) of the Development Companies has ever received any charge,
complaint, claim, demand, or notice alleging any such interference,
infringement, misappropriation, or violation and there are no facts or matters
in existence (including but without limitation acquiescence in the activities
of third parties) which might give rise to any proceedings or to any threat to
the validity or enforceability of the intellectual property used by the
Development Companies.


                     (c) Vendor has taken all steps necessary or desirable for the
maintenance and full protection of all the intellectual property and all rights
therein including, without limitation, applying for, prosecuting and
maintaining in force all possible letters patent, trade marks, service marks,
copyright registrations and registered designs in all relevant countries and
jurisdictions.


                     (d) To the knowledge of Vendor, none of the intellectual property being
used by the Development Companies is currently being infringed (or would be
infringed if valid) or has been so infringed in the past two years period
preceding the Execution Date or the Closing Date (as the case may be).


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          9.21   Notes
and Accounts Receivable All notes and accounts receivable of the Development
Companies are reflected properly on their Books and Records, are valid
receivables which as at the Execution Date or the Closing Date (as the case may
be) are not subject to setoffs or counterclaims pending at the Closing Date, are current and
collectible, and are capable of being collected in accordance with their terms
at their recorded amounts, subject only to the reserve for bad debts set forth
on the face of the Final Closing Accounts.


          9.22   Insurance.



                     (a) The Development Companies and the Development Project are validly
and adequately insured in scope and amount in accordance with valid insurance
policies as detailed and specified in the Insurance Schedule attached hereto as
Schedule 9.22 and also in
accordance with the Construction Agreements. All the insurance policies owned
by the Development Companies and/or on their behalf, provide for coverage that
conforms to industry standards in respect of the risk and the amount covered.
To the extent that the Development Companies have made claims, such claims have
been made in accordance with the terms and conditions of such insurance
policies in respect of all insured losses suffered thereby and have not been
notified any denial of coverage and/or indemnification.


                     (b) With respect to all insurance policies specified in Schedule 9.22,:
(i) the policy is legal, valid, binding, enforceable, and in full force and
effect; (ii) the policy will continue to be legal, valid, binding, enforceable,
and in full force and effect on identical terms on and following the Execution
Date and following the completion of the Transactions contemplated hereby
provided that the insurance premiums due after the Execution Date or the Closing Date (as the case may be) are
paid in a timely manner and other conditions the fulfillment of which is
required following the Execution Date or the Closing Date are fulfilled; (iii) none of the Development
Companies, nor any other party to the policy is in breach or default (including
with respect to the payment of premiums or the giving of notices), and no event
has occurred which, with notice or the lapse of time, would constitute such a
breach or default, or permit termination, or modification under the policy; and
(iv) no party to the policy has repudiated any provision thereof.


          9.23   Lease Schedule (Tenant
List)


                     (a) The Lease Schedule which is attached
to this Agreement as Schedule 9.23
is true and accurate as at the Execution Date and will be updated on the
Closing Date, the Interim Price Adjustment Date and the Final Price Adjustment
Date, and will set out a complete and accurate list of (i) the Lease Agreements
in force as at the relevant Calculation Date which has formed the basis of the
calculation of the Gross Income on the relevant Calculation Date; and (ii) all
the Lease Agreements that are in force on the relevant Calculation Date (specifying the Lease Agreements that have been
terminated, renewed, modified or entered into between the previous calculation
date and the present calculation date); and (iii) shall clearly identify all
Advertising & Promotion Contracts and ATM Leases.


                     (b) With
respect to each Lease Agreement itemized in the Lease Schedule: (i) the
relevant Lease Agreement is duly executed, legal, valid, binding, enforceable in
accordance with its terms, and in full force and effect in all respects;
(ii) neither Vendor and/or the Development Companies, nor, to the
Knowledge of Vendor, any other party is in breach or default, and no event has
occurred, which with notice or lapse of time would constitute a breach or
default, or permit termination, modification, or acceleration, under the Lease
Agreement, nor have any notices been received from any party which purports to
repudiated any provision of the Lease Agreement. 


52








                    (c)
The Development Companies have not collaterally assigned or granted any other
Lien in any Lease Agreement or any interest therein, except under the Financing
Bank Securities which shall terminate on the Closing Date.


                    (d)
The provisions of this § 9.23 shall apply, mutatis mutandis, to the
Lease Agreements reflected in the Tenant List applicable as at the Interim
Price Adjustment Date and the Final Price Adjustment Date, as the case may be. 


          9.24   Powers of Attorney Save
as disclosed to Purchaser, there are no outstanding powers of attorney executed
on behalf of Vendor and/or the Development Companies in respect of the
Businesses and/or the Purchased Assets or otherwise. All powers of attorney
issued issued by the Development Companies shall be deemed terminated and of no
further force and effect as at the Closing
Date, or may be
unilaterally and unconditionally terminated at the sole discretion of the
Development Companies. Upon the resignation at Closing of all the managing
directors of the Development Companies nominated by Vendor, there shall be no
valid and outstanding powers of attorney with respect to any Development
Company, save as aforesaid. 


          9.25   Litigation. The Proceedings
Schedule attached hereto
as Schedule 9.25 sets forth
details as of the Execution Date and the Closing Date (as the case may be) of all outstanding injunction,
order, decree to which the Development Companies or either of them are subject
and of any and all hearings, actions, proceedings, investigations or litigation
proceedings which are pending as at the Execution Date and the Closing
Date (collectively the “Proceedings”), or in respect of which
threats of litigation have been received or may reasonably be anticipated,
which pertain to the Development Companies and/or the Businesses and/or the
Purchased Assets. Other than as specified in the Proceedings Schedule, to the
Knowledge of Vendor, there are no facts or circumstances that would form the
reasonable basis of any claim against the Development Companies.


          9.26   No Development Risks. All
development and construction risks and
liabilities have been assumed by Vendor pursuant to the provisions of § 3.10 above, and accordingly none of the Development
Companies shall be under such risks as and from the Closing Date. In addition, the Management Company has not been and shall not be
exposed
to any development risks in respect of the Development Project at any time
prior to the Closing Date, or shall be thereafter. 


          9.27   Employees. 


                     (a) The Development Companies have no employees and have not entered
into any such agreements of similar nature that may be reclassified by the
Competent Authorities as employment contract.


                     (b) The employment contracts of the former employees of the Development
Companies have been terminated in accordance with the applicable Laws.


                     (c) There are no severance or other
similar contracts and no pension or retirement benefits, bonus, employment,
change-in-control, deferred compensation profit sharing, stock purchase, stock
option, company saving, employee benefit plans, agreements, programs, policies,
arrangements or schemes or employee funds by reason of which any of the
Development Companies has any current or future liability (such plans or funds,
the “Benefit Plans”).


                     (d) Each of the Development Companies has been and is in compliance with
all applicable Law respecting employment and employment practices.


53








                     (e) In respect of the Development Companies, there are no obligations of
any kind nor any sum due to any present or former employee, agent or
representative in connection with their employment and/or other contracts or
agreements (including dismissal indemnities) except as liabilities disclosed in
the Proforma Closing Accounts and the Final Closing Accounts (rather than in
any notes thereto).


                     (f) The resignation of the managing directors of each of the Development
Companies, as well as the resignations of all members of the supervisory boards
of the Development Companies where relevant, on or prior to the Closing Date, shall not give rise to
any payment obligation (including bonuses, indemnification, or golden
parachute) on the part of any Development Company. 


          9.28   Environment, Health and
Safety. 


                     (a) As at the Execution Date and the Closing
Date (as the case may be) each of the
Development Companiesis in compliance with all applicable Laws, regulations and
orders pertaining to environment, health and safety (“Environment, Health and Safety Requirements”), and none of
the Development Companies nor Vendor have received any notification of any alleged
violation of such Laws, regulations and orders. Furthermore, no actions,
proceedings (judicial or administrative) are currently pending against any of
the Development Companies concerning any such alleged violation.


                     (b) Without limiting the generality of the foregoing, each of the Development Companies has obtained and
complied with, and is in compliance with, all permits, licenses and other
authorizations that are required pursuant to Environmental, Health, and Safety
Requirements for the occupation of their facilities, the development of the
Development Project and the operation of their Business.


                     (c) Schedule 9.28(c) sets forth the accurate and complete
list of all reports, investigations notices, and other environmental
information regarding the Development Project. None of the Development Companies, nor to the Knowledge of
Vendor, their respective predecessors or previous owners of the parcels or
buildings has received any written or oral notice, report or other information
regarding any actual or alleged violation of Environmental, Health, and Safety
Requirements, or any Liabilities or potential Liabilities, including any
investigatory, remedial or corrective obligations, relating to any of them or
its facilities arising under Environmental, Health, and Safety Requirements.


                     (d)None of the Development Companies
nor to the Knowledge of Vendor their respective predecessors or previous owners
of the parcels or buildings have treated, stored, disposed of, arranged for or
permitted the disposal of, transported, handled, or released any substance,
including without limitation any hazardous substance, or owned or operated any
property or facility (and no such property or facility is contaminated by any
such substance) in a manner that has given or would give rise to Liabilities,
including any Liability for response costs, corrective action costs, personal
injury, property damage, natural resources damages or attorney fees, pursuant
to any environmental, health, and safety requirements.


          9.29   Intergroup Agreements. Save as
specified in the Vendor’s Disclosure Schedule, at the Execution Date and the
Closing Date (as the case may be) there are no contracts and agreements
currently in force between Vendor or any of its Affiliates (other than the
Development Companies) on the one hand and any of the Development Companies, on
the other hand. Upon reimbursement of the Shareholder Loans as set forth in
§ 2.3, no amount shall remain owed by any of the Development Companies to
Vendor or any of their Affiliates, under any Shareholder Loan and, more
generally, under any agreement or otherwise, save as specified in the Vendor’s
Disclosure Schedule.


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          9.30   Complete
Copies of Materials. All relevant
documents and information relating to the Development Companies, the Development Projects and the Purchased Assets which were
provided to Purchaser during the due diligence phase are accurate in all
material respects.



          9.32   Full
Disclosure. 


                    (a) No representation or warranty in
this Article IX or in any document delivered by Vendor or its
Representatives pursuant to the Transactions contemplated by this Agreement,
and no statement, list, certificate or instrument furnished to Purchaser
pursuant hereto or in connection with this Agreement, when taken as a whole and
in light of the circumstances or the context in which they were made: (i)
contains any untrue statement of a material fact; or (ii) omits to state a
material fact; or (iii) is misleading. 


                     (b) Vendor is not aware of any fact or event that would be materially
adverse to the Businesses and/or the Project Property and/or the condition,
operating results or operations of any Development Project and/or any
Development Company, including any order, judgment, claims, pending or
threatened, which would be material and would relate to the ownership, lease,
use or occupancy of the properties.


          9.33   Due
Diligence Excepted.



                    It
is hereby specifically and expressly agreed, declared and understood that
Vendor shall not be liable for any claims for breach of the warranties and
representations set forth in this Article IX in respect of any matter which was
examined by Purchaser or its Representatives within the framework of its due
diligence investigations conducted prior to the Execution Date and/or in
respect of any matter which it or its Representatives were given a fair
opportunity to examine on the basis of documentation made available to them in
the Vendor’s data room, and which Purchaser or its Representatives are aware
would constitute a breach of such warranties and representations, irrespective
as to whether such matter is reflected in the Vendor’s Disclosure Schedule or
Supplemental Vendor’s Disclosure Schedule. 


ARTICLE X - REPRESENTATIONS AND WARRANTIES OF PURCHASER


          Purchaser
hereby represents and
warrants to Vendor that the statements contained in this Article X are true
and correct as of the date of this Agreement and will be true and correct as of
the Execution Date and the Closing Date (as though made at the Closing Date)
(as the case may be), provided, that the representations and warranties made
as of a specified date will be true and correct as of such date.


          10.1   Organization, Qualification,
and Corporate Power


                     (a) Purchaser is a corporation duly organized, validly existing, and in good
standing under the Laws of Hungary (to the extent the concept of good standing
exists in the relevant jurisdiction);


                     (b) Purchaser
is duly authorized to conduct its
businesses under the Laws of Hungary.


          10.2   Authorization. Purchaser has
full
power and authority to enter into, execute and deliver this Agreement and the
Ancillary Transaction Agreements to which it is party, and to complete the
Transactions and to perform its obligations hereunder, and no other proceedings
on the part of Purchaser are necessary to authorize the execution, delivery and
performance of this Agreement and the Ancillary Transaction Agreements to which
Purchaser is a party or, in the case of Ancillary Transaction Agreements, does
not require such approval. This Agreement and the Ancillary Transaction
Agreements to which it is party and the Transactions contemplated hereby and
thereby have been duly approved by the Board of Directors of Purchaser, or, in respect of the Ancillary Transaction Agreements, do
not require such approval. The completion of the Transactions does not require
the approval or consent of the shareholders of Purchaser. This Agreement and the
Ancillary Transaction Agreements to which it is party constitute the valid and
legally binding obligations of Purchaser, enforceable against Purchaser in accordance with their
respective terms and conditions. 


55








          10.3   No Conflicts Neither the
execution and the delivery
of this Agreement nor the completion of the Transactions contemplated hereby,
will:


                     (a) violate any constitution, statute, regulation, rule,
injunction, judgment, order, decree, ruling, charge, or other restriction of
any government, governmental agency, or court to which Purchaser is subject;


                     (b) violate or
conflict with any provision of the charters, by-laws or organizational
documents of Purchaser; or 


                     (c) conflict
with, result in a breach of, constitute a default under, result in the
acceleration of, create in any party the right to accelerate, terminate,
modify, or cancel, or require any notice under, any agreement, contract, lease,
license, instrument, or other arrangement to which Purchaser is a party or by which
either is bound or to which any of its assets is subject, other than any of the
foregoing which would not in the aggregate have a material adverse effect on Purchaser
or adversely its
ability of to complete the Transactions.


          10.4   Consents. No consent, waiver,
approval, order,
license, permit, certificates, filing or authorization of, or registration,
declaration or filing with, any Governmental Body or any third party, including
a party to any agreement with Purchaser is required by or with
respect to Purchaser in connection with the execution and delivery of this Agreement or the
completion of the Transactions, except for the Transaction Approvals referred
to in § 12.2(b) below. 


ARTICLE XI - PRE-CLOSING COVENANTS


          With
respect to all matters contemplated under the Transaction Agreements (save only
for the Development Liability retained by Vendor in terms of §3.10
above) and in
relation to the period from the Execution Date until the earlier to occur of
the termination of this Agreement or the Closing Date (the “Covenant Period”),
the following shall apply:


          11.1   Operation of
Business.


                     (a) Vendor
agrees that, for the duration of the Covenant Period, except as contemplated by
this Agreement or as otherwise consented to or approved in advance in writing
by Purchaser (which consent and approval shall not be unreasonably withheld or
delayed to the extent that it does not prejudice the rights of Purchaser in
terms of this Agreement), Vendor shall, and shall procure that the Development
Companies shall:


                              
(i)          use all commercially reasonable efforts to
(aa) preserve intact the present business organization, reputation,
contractual and other arrangements of the Development Companies and the
Businesses then under the control of Vendor; (bb) keep available (subject
to dismissals and retirements in the ordinary course of business consistent
with past practice) the services of the present officers and other Employees of
the Businesses and subject to any right under applicable Law; (cc) maintain
the Purchased Assets in good working order and condition, ordinary wear and
tear excepted; (dd) maintain the goodwill of tenants, customers, suppliers
and other Persons with whom Vendor have significant business relationships in
connection with the Businesses; and (ee) continue all current business
operations and activities relating to the Businesses in a manner consistent
with past practice so as to maintain the same as a going concern;



56









                              
(ii)          except to the extent required by applicable Law, (aa)
cause the Books and Records of the Development Companies to be maintained in
the usual, regular and ordinary manner, and (bb) not permit any change in
any rentals, credit, allowance or Tax practice or policy of the Development
Companies that would adversely affect the Businesses, the Development Companies
or the Purchased Assets;


                              
(iii)          comply with all Laws and Orders applicable to the
Businesses, and promptly following receipt thereof deliver to Purchaser copies
of any notice received from any Governmental Body or other Person alleging any
violation of any such Law or Order.


                     (b) Vendor
agrees that, during the Covenant Period, except as contemplated by this Agreement
or as otherwise consented to or approved in advance and in writing by Purchaser
(which approval shall not be unreasonably withheld or delayed to the extent
that it does not prejudice the rights of Purchaser in terms of this Agreement),
Vendor shall not, and shall procure that the Development Companies shall not:


                              
(i)          make any representation or promise, oral or written,
to any Employee, except for statements as to the rights or accrued benefits of
any Employee under the terms of any applicable Law;


                              
(ii)          engage or enter into any contract of employment with
an Employee; 


                              
(iii)          adopt, enter into or become bound by any benefit
plan, any employment-related contract or any collective bargaining agreement
with respect to any of the Employees;


                              
(iv)          not enter into
any scheme or arrangement with creditors;


                              
(v)          not pass any
shareholders’ resolution;


                              
(vi)          not create,
allot, issue, acquire, redeem or repay any share or loan capital or agree,
arrange or undertake to do any of those things or acquire or agree to acquire
shares or any other interest in any other company;


                              
(vii)          acquire, lease, license or dispose of or agree to
acquire lease, license or dispose of any assets that would constitute Purchased
Assets hereunder, other than in the ordinary course of business consistent with
past practice, or create or incur any Lien, other than a Permitted Lien, on any
assets that would constitute Purchased Assets hereunder;


                              
(viii)          enter into, amend, modify, terminate (partially or
completely), grant any waiver under or give any consent with respect to any
Business contract, in each case other than on an arm’s-length basis in the
ordinary course of business consistent with past practice;


                              
(ix)          violate, breach or default under, or take or fail to
take any action that (with or without notice or lapse of time or both) would
constitute a material violation or breach of, or default under, any term or
provision of any Business Contract;


57








                              
(x)          incur, purchase, cancel, prepay or otherwise provide
for a complete or partial discharge in advance of a scheduled payment date with
respect to, or waive any right of the Development Companies under, any liability
of or owing to the Development Companies in connection with the Businesses then
under the control of Vendor that would constitute a Purchased Asset hereunder,
other than in the ordinary course of business consistent with past practice;


                              
(xi)          engage with any Person in any merger, consolidation
or other business combination, unless such Person agrees in writing that such
merger, consolidation or other business combination is subject to the terms and
conditions of this Agreement and the Ancillary Transaction Agreements;


                              
(xii)          make or commit to make any capital expenditures for
additions to property, plant or equipment constituting capital assets on behalf
of the Businesses, other than in the ordinary course of business consistent
with past practice, or otherwise as are urgently required to maintain the
equipment and assets of the Development Projects in operating condition and in
compliance with safety regulations;


                              
(xiii)          make any
material changes in the conduct of the Businesses, except as specifically contemplated
or permitted by this Agreement; or


                              
(xiv)          not alter or agree to alter the terms of any existing
borrowing facilities or arrange additional borrowing facilities;


                              
(xv)          not create or agree to create any Encumbrance over
any of its assets or make any loans or enter into any guarantee or stand surety
for the obligations of any third party;


                              
(xvi)          not grant any credit except normal trade credit
given in the ordinary course of business;


                              
(xvii)          not declare, make or pay any dividend or other
distribution;


                              
(xviii)          not change its accounting reference date;


                              
(xix)          not enter into any litigation or arbitration
proceedings;


                              
(xx)          except in the usual course of its business, not
compromise, settle, release, discharge or compound litigation or arbitration
proceedings or a liability, claim, action, demand or dispute, or waive a right
in relation to litigation or arbitration proceedings;


                              
(xxi)          not cancel or fail to renew by the due date the
insurance policies in force at the date of this agreement nor do or omit to do
anything to render such policies void or voidable; and


                              
(xxii)          enter into any contract or arrangement to do or
engage in any of the foregoing items set forth in this §11.1(b).


          11.2   Execution
of Agreements Vendor shall procure that all
and any Lease Agreements which have not been signed as at the Execution Date,
will be duly and properly executed and sgned by the Development Companies by
not later than the CP Satisfaction Date. 


58








          11.3   AMO
Approval. Vendor shall procure that all relevant
information is supplied to Purchaser to enable it to assess whether an
application to the Hungarian Anti-Monopoly Office is required for the purpose
of obtained the AMO Approval.


          11.4   Termination
of Management Agreement. Vendor
undertakes to procure the unconditional termination of that certain Management
Services and Cost Reimbursement Agreement dated November 15th, 2005
concluded by and between the Development Companies and Vendor (then known as
Plaza Centers (Europe) BV), and same by not later than the Closing Date.
Additionally, Vendor shall furnish the Development Companies at Closing with a
waiver and release of all claims under the said Management Services and Cost
Reimbursement Agreement.


          11.5   Notice of Developments.
Vendor shall give prompt
notice to Purchaser of: (i) the occurrence or non-occurrence of any
event, the occurrence or non-occurrence of which is likely to cause, net and in
the aggregate, any representation or warranty of Vendor contained in this
Agreement to be untrue or inaccurate at or prior to the Closing; and
(ii) any failure of Vendor to comply with or satisfy any covenant,
condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of
any notice pursuant to this § 11.2 shall not limit or otherwise affect any
remedies available to the Party receiving such notice. 


          11.6   Exclusivity.


                     (a) From and after the Execution Date and until the Closing Date,
or the termination of this Agreement, Vendor has not and shall not (nor has it
permitted and shall it permit its Representatives to) directly or indirectly
take any of the following actions with any Person other than Purchaser and
their designees: 


                              
(i)          solicit, initiate or encourage any proposals or
offers from, or conduct discussions with or engage in negotiations with, any
Person relating to any possible Acquisition Proposal (as hereinafter defined)
with Vendor or any of its subsidiaries (whether such subsidiaries are in
existence on the date hereof or are hereafter organized); 


                              
(ii)          provide information with respect to Vendor and/or the
Development Companies, other than to Purchaser, relating to, or otherwise
cooperate with, facilitate or encourage any effort or attempt by any such
Person with regard to, any possible Acquisition Proposal with Vendor or any
subsidiary of Vendor (whether such subsidiaries are in existence on the date
hereof or are hereafter organized);


                              
(iii)          enter into a contract or agreement (whether oral or
written) with any Person, other than Purchaser, providing for an Acquisition
Proposal with Vendor or any subsidiary (whether such subsidiaries are in
existence on the date hereof or are hereafter organized); or 


                              
(iv)          make or authorize any statement, recommendation or
solicitation in support of any possible Acquisition Proposal with Vendor or any
subsidiary (whether such subsidiary is in existence on the date hereof or are
hereafter organized) other than by Purchaser. 


                     (b) Vendor
shall, and shall cause its Representatives to, avoid and cause to be avoided
any such contacts or negotiations with any Person relating to any Acquisition
Proposal. In addition to the foregoing, if Vendor or any of its Representatives
receives, prior to the Closing Date or the termination of this Agreement, any
offer or proposal (formal or informal) relating to any of the above, Vendor
shall immediately notify Purchaser thereof and provide Purchaser with the details thereof including the identity of the
Person or Persons making such offer or proposal, and will keep Purchaser fully informed of the status and details of any such
offer of proposal. 


59








                     (c) As used in
this § 11.6, the term “Acquisition Proposal”
shall mean a proposal or offer for a merger, consolidation or other business
combination involving an acquisition of all or part of the share capital of the
Development Companies and/or any of them and/or the Businesses and/or the
Purchased Assets.


                     (d) For the
avoidance of doubt, it is specifically agreed and understood: 


                              
(i)          that the provisions of this § 11.6 are not applicable
to any property, assets or business activities of Vendor and/or its Affiliates
which are excluded from the ambit of this Agreement; and 


                              
(ii)          the provisions of this § 11.6 are applicable, mutatis
mutandis, in respect of each Development Company and/or in respect of any
Acquisition Proposal made in respect of any one or more of the Development
Companies.


          11.7   Reasonable
Efforts. Each of the Parties will use their
best efforts to take all action and to do all things necessary, proper, or
advisable in order to consummate and make effective the transactions
contemplated by this Agreement (including satisfaction of the Conditions).


ARTICLE XII - CLOSING AND COMPLETION


          12.1   Closing
and Completion.


                     (a) The Closing of the Transaction for the acquisition of the
Development Companies pursuant to this Agreement shall take place on a date
which is not later than 15 (fifteen) days following the CP Satisfaction Date
(unless otherwise agreed between the Parties) (the “Closing Date”). 


                     (b) However, if the Transaction Approvals or the other Conditions in
respect of the Transaction shall not have been obtained by the Closing Date,
the Closing shall take place within five (5) Business Days after the date on
which the Transaction Approvals or the last of the other Conditions will have
been obtained (or waived in writing).


                     (c) The Closing shall take place at the offices of Vendor in Budapest,
or such alternative venue as shall be agreed upon between the Parties.


          12.2   Conditions
for Closing. Notwithstanding
anything to the contrary contained in this Agreement, the Closing and
completion of the Transaction shall be subject to the fulfillment of the
following Conditions for Closing to the reasonable satisfaction of Purchaser
(subject to Purchaser’s exclusive right to waive fulfillment of the Conditions
for Closing). The Parties undertake to act in good faith and to use their best
efforts to ensure that the Conditions for Closing are satisfied by the Closing
Date.


                     (a) Bring Down Conditions.
It shall be a condition to the Closing that -


                              
(i)          The
representations and warranties set forth in Articles IX and X respectively
above shall be true and accurate in all respects as at the Closing Date;


60








                              
(ii)          Vendor shall
have performed and complied with all covenants, undertakings or conditions
required by this Agreement to be performed and complied with prior to the
Closing Date; 


                              
(iii)          No injunction
or restraining orders shall be in effect forbidding or enjoining the completion
of the Transaction contemplated hereby and no legal action or governmental
investigation shall be pending or threatened which, if adversely determined,
would reasonably be expected to result in such injunction or order; and


                     (b) Transaction Approvals. The
following unconditional Transaction Approvals shall have been obtained (or, if
issued subject to fulfillment of certain conditions, such conditions have been
either fulfilled or waived in writing), and shall be valid, namely: 


                              
(i)          The approval of the
Transactions, shall have been issued by the Hungarian Anti-Monopoly Office, if
and to the extent required under applicable Law (the “AMO Approval”); and


                              
(ii)          The relevant
Financing Banks shall have delivered to Purchaser a duly signed Waiver and
Consent substantially in the form and text attached hereto as Schedule 12.2(b)(ii); and


                              
(iii)          The merger of
the Development Companies shall be been finally completed as evidenced by the
Merged Company Extract.


                     (c) Closing Protocol. The
Parties shall have compiled and executed a Closing Protocol in respect of the
Development Companies and Development Project, which shall have attached as
schedules, the following:


                              
(i)          The
Proforma Closing Accounts;


                              
(ii)          All of the
following schedules, updated to the Closing Date and duly signed and dated,
namely: the Rights Acquisition Schedule; the Property Schedule (including
updated Land Registry Extracts); the Project Liability Schedule; the
Shareholder Loan Schedule; the Lease Schedule (Tenant List as at the CP
Satisfaction Date); Critical Tenant Schedule; Supplemental Vendor’s Disclosure
Schedule; the Financial Statements; the Proceedings Schedule; the Environment
Schedule; the Insurance Schedule; Land
Registry Extracts in respect of the Project Property updated to a date
immediately prior to the Closing Date; 


                              
(iii)          Bring Down Certificates signed by officers
of Vendor and Purchaser respectively confirming that the Bring Down Conditions
specified in § 12.2(a) above are true and accurate as at the Closing Date; 


                              
(iv)          Vendor’s Legal Opinion. shall have been received by the
Purchaser from Vendor’s legal counsel in the
agreed form set forth in Schedule
12.2(b)(ii)(iv).


                              
(v)          Purchaser’s Legal Opinion. shall have been
received by Vendor from legal counsel for Purchaser
in substantially the agreed form and as set forth in Schedule 12.2(b)(ii)(v).; and


                              
(vi)          A
written declaration by the parties to the Ancillary Transaction Agreements and
the Amended Rights of Use Agreement (including the Preliminary Easement
agreement) that these agreements are in full force and effect with the same
terms and those attached as schedules to this Agreement.






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          12.3   Acts
to be performed at Closing. At the Closing, the following acts, deeds and
things shall be simultaneously executed, performed and perfected, namely:


                     (a) Vendor shall sell and transfer to Purchaser, and Purchaser shall
acquire from Vendor, good, clean and valid title in and to the entire Equity
Rights by way of the execution of Formal Share Purchase Agreement for the
purposes of filing with the Hungarian company court in the agreed form attached
hereto as Schedule 12.3(a) in
respect of each of the Development Companies, together with all ancillary
documentation including without limitation the Ancillary Transaction
Agreements, required by operation of applicable Hungarian Law, as the case may
be, in order to give full and proper effect thereto; Notwithstanding anything
contained in the Formal Share Purchase Agreement, this Agreement shall be in
addition thereto and the execution of the Formal Share Purchase Agreement shall
not invalidate or make this Agreement ineffective or unenforceable vis-à-vis
the Parties;


                     (b) Simultaneously with the sale and transfer of the Equity Rights
(Quota) as set forth in § 12.3(a) and, subject to § 2.3, Vendor shall
assign the Shareholder Loans to Purchaser;


                     (c) Purchaser shall pay, or shall cause the Development Companies to
pay, the Construction Loan Repayment Amount to the Financing Banks in full in
the manner provided for in §§ 3.5(c) and 6.2(a) above on the Closing Date and all
Financing Bank Security shall terminate on the Closing Date;


                     (d) Vendor shall furnish Purchaser with unconditional letters of
resignation of the managing directors of each of the Development Companies, as
well as the resignations of all members of the supervisory boards of the Development
Companies (save for employee representatives, if any) which shall be effective
as at the Closing Date. Vendor undertakes to procure that none of the managing
directors, and supervisory board members appointed by it and who shall resign
at the Closing Date as aforesaid shall have any claims or rights against the
relevant Development Company and/or any of the Development Companies, and that
all their rights against such Development Companies are unconditionally waived
and released. 


                     (e) Purchaser shall nominate and
appoint, in the manner required under applicable Hungarian Law, managing
directors and management boards for the relevant Development Company, and,
where required, members of the Supervisory Boards of the relevant Development
Company. 


                     (f) Vendor shall if necessary pass on or before the Closing Date,
resolutions of the sole shareholder of each of the relevant Development Company
in order to give full and proper effect to the Transactions contemplated herein
(including without limitation the resolutions necessary to make effective
vis-à-vis the Development Companies the notification by the Purchaser to the
managing directors of the Development Companies on the acquisition of the
Equity Rights in accordance with Section 127(4) of Act IV of 2006 on business
companies by instructing, if necessary, the managing directors of the
Development Companies to acknowledge receipt of such notifications), and to
replace the managing directors and the supervisory board members of the
relevant Development Company as aforesaid, where relevant.


                     (g) Purchaser shall execute payment to Vendor of the full amount of the
Closing Purchase Price and the Shareholders Loan Amount, subject to and in
accordance with the provisions of §§§ 2.3(a), 6.2 and 8.2 above; 


                     (h) Against payment of the amounts specified in sub-sections (c) and (g)
above, Vendor shall return the originals of the Bank Guarantee to Purchaser,
unexercised;


                     (i) Against surrender of the originals of the Bank Guarantee to
Purchaser in terms of sub-section (h) above, Purchaser shall procure that
Vendor is furnished with the Top-Up Guarantee in terms of § 7.2 above;


62








                     (j) The Parties shall execute all additional documents, deeds and
instruments which are required by operation of applicable Hungarian Law and
regulations in order to give full and proper effect to the Transactions
contemplated hereby, including: (aa)) the resolutions of the Vendor being
the sole member of the Development Companies on the waiver of all respective
pre-emption rights of the Development Companies and their right to appoint
third parties to acquire the Equity Rights; and (bb) the member’s list of the
Development Companies indicating the Purchaser as the sole member of the
Development Companies.


          12.4   No
Partial Closing. The Parties acknowledge that the Transaction contemplated in
this Agreement is for the acquisition of both of the Development Companies.
Accordingly, it is specifically agreed and understood that in the event that it
is not possible to complete the acquisition of one of the Development Companies
for any reason, then and in such event a failed closing shall be deemed to have
occurred in respect of both Development Companies. The provisions of this
Section shall be without prejudice to the rights and remedies available to
either Party in terms of this Agreement and/or by operation of Law in
consequence of the occurrence of a failed closing.


          12.5   Merged
Development Company. In the event that the merger proceedings contemplated in § 2.4 above shall have been finalized by
the Closing Date, then and in such event the provisions of this Article XII
shall be construed and applied, mutatis mutandis, in respect of the Merged
Development Company.


          12.6   Filing.
Notwithstanding anything
contained in this Agreement the Parties agree that Purchaser shall be entitled
– without any further consent of or notification to Vendor – to file any
additional documents with the Hungarian company court which are ordered by such
court to be filed as a condition for the registration of the Purchaser’s
ownership of the Quotas and the Purchaser’s membership in the Companies, even
if such document qualifies as a business secret.


ARTICLE XIII - WITHDRAWAL OPTION


          13.1   Withdrawal Option.
Notwithstanding anything to the contrary herein
contained and in addition to any other right it may have, Purchaser shall have
an option to withdraw from the Transactions and to terminate this Agreement at
any time prior to the Closing
Date, but only in the event that at any
time on or prior to the Closing
Date, Purchaser (whether as a result of
its due diligence findings or otherwise) shall become aware of facts, events or
objective findings that have a Material Adverse Effect (as hereinafter defined)
resulting from:


                     (a) defects, deficiencies or
encumbrances on the rights, title, interests and ownership of the relevant
Development Company and/or the Development Project; and/or 


                     (b) inconsistencies and/or inaccuracies
in the financial information provided to Purchaser, including in the Proforma
Closing Accounts; and/or 


                     (c) any other matters (including a
breach of the Warranties in Article IX (notwithstanding any matter Disclosed in
the Supplemental Vendor’s Disclosure Schedule) or any of the pre-Closing
covenants in Article XI or a material change in the operations of the
Development Project or the Development Companies as a result of their operation
in a manner which is inconsistent with the ordinary and usual course of
business or with past practice).


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          13.2   Material
Adverse Effect Defined For the
purposes of this Article XIII, and without prejudice to the Warranties given by
Vendor in terms of Article IX hereof, the term “Material Adverse Effect” shall have the meanings ascribed to
it hereunder, and each such event shall constitute an “MAE Event”:


                     (a) any matter(s) that has (have) or could reasonably be anticipated to have an adverse
effect (direct or indirect, present or future, conditional or not) on Purchaser
and/or on the rights and interests to be acquired by it (or the value thereof)
directly or indirectly in the Development Companies and/or the Development
Project in terms of this Agreement, which is or may be quantified with a
financial value in the aggregate in excess of Euros 20,000,000 (provided that any
matter which has a financial value of € 1,500,000 up to a financial value of €
20,000,000 shall be subject to indemnification by Vendor in terms of § 15.1 below, notwithstanding anything disclosed in
the Vendor’s Disclosure Schedule and/or the Supplemental Vendor’s Disclosure
Schedule)); or


                     (b) a discrepancy of more than 2% is
revealed between the actual built up area of the Development Project and the
area specified in the modified Building Permits in accordance with the Approved
Plans and Designs; or 


                     (c) any defect, impediment or
encumbrance which would materially jeopardize or prejudice the value and/or
integrity of the legal rights (including the permits and authorizations) and
interests to be acquired directly or indirectly by Purchaser in respect of the Development Companies and/or Development Project, in
such manner that Purchaser will be prevented from or
unreasonably delayed in exercising free, permanent and unfettered rights of
ownership, operation, possession and disposal (including syndication) of the
assets and rights so acquired in respect of the Development Project and/or the relevant Development Company (it being
specified that the existence of Financing Banks Securities pertaining to the
Construction Loan Facility shall not per se constitute an MAE Event to the
extent they are capable of release upon payment of the relevant Construction
Loan Repayment Amount).


          13.3   Right
of Withdrawal. Upon the occurrence of an MAE
Event under § 13.2 above, Purchaser shall be entitled to withdraw from the Transactions.



          13.4   Withdrawal Notice and
Rectification.



                     (a) Subject
to the provisions of § 13.5 below, if the Purchaser elects to withdraw
from the Transactions pursuant to the
provisions of § 13.2above, it shall be entitled to do so by
the giving of written notice of its intention to do so, specifying its reasons
for doing so, and giving particulars of the MAE Event which has occurred in
sufficient detail to enable Vendor to identify the nature of the event. 


                     (b) Vendor shall be afforded an opportunity to rectify the MAE Event
identified in the Withdrawal Notice within 30 (thirty) days from the date of
receipt of the Withdrawal Notice (provided that if the MAE Event is incapable
of being rectified within that period for reasons beyond the control of Vendor,
Purchaser will not unreasonably withhold its consent to an extension of such
rectification period, such period to expire on the earlier of the Long Stop
Date and 30 (thirty) days after the consent to the extension).


                     (c) In the event that Vendor shall have failed to rectify the matter to
the reasonable satisfaction of Purchaser within the said 30 (thirty) day rectification
period (as extended, where relevant), then and in such event the Withdrawal
Notice shall become effective.


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          13.5   Restrictions
on Rights of Withdrawal For the avoidance of doubt, it is hereby stated and
declared that upon the Closing, the rights of withdrawal awarded to Purchaser
in terms of this Article XIII shall automatically lapse and be of no further
force and effect: 


          13.6   Consequences
of Withdrawal and Termination. 


                     (a) The exercise by Purchaser of its rights of withdrawal and
termination pursuant to this Article XIII shall be without sanction or penalty
whatsoever to any of the Parties. All costs and expenses incurred by the
Parties prior to the effective date of the termination of the Agreement and/or
the Ancillary Transaction Agreements as aforesaid shall be for their own cost
and account, and no rights of reimbursement, compensation or indemnity shall
exist in that event.


                     (b) Upon the notice of withdrawal becoming effective as contemplated in
§ 13.4 above, this Agreement and all the Ancillary Transaction Agreements,
insofar as they pertain to the relevant Development Company, shall be deemed to
have been terminated by mutual consent and shall be of no further force and
effect.


                     (c) Nothing in this Article XIII contained shall be deemed to derogate
from the rights of Vendor to refer any dispute regarding the existence of an
MAE Event to arbitration in terms of the provisions of §
17.3 below.


ARTICLE XIV - SURVIVAL OF
REPRESENTATIONS, WARRANTIES AND COVENANTS


          14.1   Representations,
Warranties and Covenants


                     (a) The covenants contained in this Agreement
and of any of the Ancillary Transaction Agreements shall survive the Closing Date indefinitely and without limitation except as
otherwise specified
therein. The representations and warranties contained in this Agreement shall
survive the Closing Date and continue in full force and effect for a
period of eighteen (18) months following the Closing Date, (such date upon
which they expire being referred to herein as the “Survival Date”) and shall
thereafter expire; provided, however,
that notwithstanding the foregoing: (i) the Survival Date in respect of
the representations and warranties of Vendor relating to Tax matters (including
in § 9.17) shall be that date which is sixty (60) days following the expiration
of the applicable statute of limitations (after giving effect to any extensions
or waivers); and (ii) the representations and warranties of Vendor
contained in § 9.2 (Organization, Qualification and Corporate Power) § 9.3
(Authorization), § 9.7 (Validity of Shares)§ 9.9 (Legal Title), § 9.18 (Title of Properties, Absence of Liens
and Encumbrance) and § 9.28 (Environment, Health and Safety), and the
representations and warranties of Purchaser contained in § 9.2
(Authorization), shall survive the Closing
Date indefinitely and without
limitation. 


                     (b) Purchaser’s right to make a claim for
indemnification under § 15.1, and Vendor’s right to make a claim for
indemnification under § 15.2, for a breach of any representation or
warranty shall be made on or prior to the Survival Date, if any, relevant for
such representation or warranty, irrespective as to whether the Damages (as
hereinafter in § 15.1 defined) may be suffered after the Survival Date. Any
claims under Article XIV must be asserted in writing with reasonable
particularity by the Party making such claim as to the nature of the claim and,
if practicable, the amount claimed.


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ARTICLE XV - INDEMNIFICATION


          15.1   Indemnification
by Vendor. Subject to § 15.5 below, Vendor shall defend, indemnify and hold
harmless Purchaser and, at the discretion of Purchaser, the Development
Companies (and their respective successors, assigns and Affiliates)
(individually, a “Purchaser Indemnitee”,
and collectively, the “Purchaser Indemnitees”)
from and against and in respect of any and all losses, damages, deficiencies,
liabilities, assessments, judgments, costs and expenses, including attorneys’
fees (both those incurred in connection with the defense or prosecution of the
indemnifiable claim and those incurred in connection with the enforcement of
this provision) (collectively, “Damages”)
suffered or incurred by any Purchaser Indemnitee which is caused by, resulting
from or arising out of, related to, in the nature of:


                   (a)
any breach and/or inaccuracy of any representation or warranty of Vendor
contained in this Agreement or in any Ancillary Agreement, or other agreement,
certificate, instrument or other document entered into or delivered by Vendor
in connection herewith;


                   (b)
any breach of any covenant of Vendor contained in this Agreement or in any
Ancillary Agreement, or other agreement, certificate, instrument or other
document entered into or delivered by Vendor in connection herewith;


                   (c)
Taxes either (i) chargeable
to or payable by the Development Companies or (ii) asserted against the
Development Companies in terms of a final assessment and/or enforceable
judgment, in respect, in either case, of any period preceding the Closing Date or any event, act or transaction
occurring on or prior to Closing, but only to the extent that such Taxes exceed the
amount, if any, reserved for such Taxes (excluding any reserve for deferred
Taxes established to reflect timing differences between book and Tax income) on
the face of the Final Closing Accounts (rather than in any notes thereto);


                   (d)
Value Added Tax liabilities, including fines and penalties, pertaining to
actions or supplies and/or recording of VAT and/or filing of VAT returns by
and/or between the Development Companies in respect of any period preceding the
Closing Date or any event, act or transaction occurring on or prior to Closing;



                   (e)
the loss or non-existence of any relief, credit or deduction relating to Tax or
right to repayment of Tax which was treated as an asset in or otherwise
reflected in the Final Closing Accounts;


                   (f)
any additional Tax liabilities assessed, and related sanctions such as fines,
penalties and late payment interest) regarding any type of Tax imposed by the
statutory Tax Authorities directly or indirectly related to the fiscal years or
any part of any fiscal year (or events occurring in such period) prior to the Closing Date which are directly or
indirectly attributable to the acts, deeds and omissions of Vendor; and


                   (g)
any of the Proceedings set forth in the Proceedings Schedule (Schedule 9.25)
under a final and enforceable judgment or Order.


          15.2   Indemnification
by Purchaser Subject to § 15.5, Purchaser shall defend, indemnify and
hold harmless Vendor and its respective successors, assigns and Affiliates
(individually, a “Vendor Indemnitee”,
and collectively, the “Vendor Indemnitees”)
from and against and in respect of: 


                   (a)
any and all Damages suffered or incurred by any Vendor Indemnitee which is
caused by, resulting from or arising out relating to, in the nature of any
breach of any representation and warranty of Purchaser contained in this
Agreement, or in any Ancillary Agreement, or other agreement, certificate,
instrument or other document entered into or delivered by Purchaser in
connection herewith. 


                   (b)
any breach of any covenant of Vendor contained in this Agreement or in any
Ancillary Agreement, or other agreement, certificate, instrument or other
document entered into or delivered by Vendor in connection herewith.


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          15.3   Claims
and Third Party Claims.


                    Claims
for Indemnity


                   (a)
All claims made by Purchaser hereunder (a “Claim
for Indemnification”) shall be made by written notice in accordance
with the provisions of § 17.16 (a “Claim
Notice”) stating in reasonable detail the reasons for the Claim for
Indemnification and the amount to be indemnified against, if it may be
determined or an estimation thereof (which amount shall not be conclusive of
the final amount of the Claim for Indemnification).


                   (b)
Absent any objection notified by Vendor to Purchaser within thirty (30)
calendar days of the receipt by Vendor of a Claim Notice (“Claim Evaluation Period”), the related
indemnification shall become due and payable within five (5) Business Days of
the lapse of the Claim Evaluation Period. If, on the other hand, the Vendor
notifies its objection to the payment of the Claim for Indemnification within
such Claim Evaluation Period, and in the event that such dispute cannot be
settled amicably within fifteen (15) days following Vendor’s notification of
objection, then and in such event the Claim for Indemnification shall be
referred to arbitration in accordance with the provisions of § 17.3. Purchaser
shall provide Vendor with reasonable access to the information and documents
that may be useful for the purpose of investigating any Claim for
Indemnification, it being understood that any such information and documents
shall be kept confidential by Vendor.


                   (c)
The provisions of clauses (a) and (b) above shall apply, mutatis mutandis, to
any Claim for Indemnification made by Vendor in terms of § 15.2 above.


                   Third
Party Claims – Notice and Opportunity to Defend


                   (d)
If any action, proceeding, claim, liability, demand or assessment shall be
asserted by a third party against any Purchaser Indemnitee or any Vendor
Indemnitee (the “Indemnitee”) with
respect to any matter (a “Third Party Claim”)
in respect of which such Indemnitee proposes to demand indemnification in terms
of this Article XV, such Indemnitee shall notify the party obligated to provide
indemnification pursuant to § 15.1 or § 15.2 (the “Indemnifying Party”) thereof within a
reasonable period of time after assertion thereof; provided, however, that the failure to so notify the
Indemnifying Party shall not affect the Indemnitee’s right to indemnification
hereunder unless (and solely to the extent) the Indemnifying Party’s interests
are actually and materially prejudiced thereby. 


                   (e)
Subject to rights of or duties to any insurer or other third Person having
liability therefor, the Indemnifying Party shall have the right, within ten
(10) days after receipt of such notice, to defend the Indemnitee against the
Third Party Claim with counsel of its choice reasonably satisfactory to the
Indemnitee; provided, however,
that the Indemnifying Party notifies the Indemnitee in writing within 15 days
after the Indemnitee has given notice of the Third Party Claim that the
Indemnifying Party will indemnify the Indemnitee from and against the entirety
of any damage the Indemnitee may suffer resulting from, arising out of,
relating to, in the nature of, or caused by the Third Party Claim, and provided further that the Indemnifying
Party may not assume such control without Indemnitee’s express written consent
if: (i) the Third Party Claim does not involve only money damages but also
seeks an injunction or other equitable relief; or (ii) settlement of, or an
adverse judgment with respect to, the Third Party Claim is, in the good faith
judgment of the Indemnitee, likely to establish a precedential custom or
practice materially adverse to the continuing business interests or the
reputation of the Indemnitee. The Indemnifying Party shall conduct the defense
of the Third Party Claim actively and diligently.


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                   (f)
So long as the Indemnifying Party is conducting the defense of the Third Party
Claim in accordance with § 15.3(e) above: (i) the Indemnitee may retain
separate counsel at its sole cost and expense and participate in the defense of
the Third Party Claim, provided that Indemnitee’s counsel may not oppose the
professional decisions of the lead counsel engaged by the Indemnifying Party
except on reasonable grounds; (ii) the Indemnitee will not consent to the entry
of any judgment or enter into any settlement with respect to the Third Party
Claim without the prior written consent of the Indemnifying Party (not to be
withheld unreasonably), and (iii) the Indemnifying Party will not consent to
the entry of any judgment or enter into any settlement with respect to the
Third Party Claim without the prior written consent of the Indemnitee (which
may only be withheld in the event that such settlement would serve to create a
precedential custom or practice materially adverse to the continuing business
interests or the reputation of the Indemnitee). 


                   (g)
In the event that Indemnifying Party declines or fails to assume control of the
defense of any Third Party Claim as specified in § 15.3(e) above, then the
Indemnitee may defend against, and consent to the entry of any judgment or
enter into any settlement with respect to, the Third Party Claim in any manner
it reasonably may deem appropriate, subject to the consent of the Indemnifying
Party which may not be unreasonably withheld or delayed. The Indemnifying
Parties will reimburse the Indemnitee promptly and periodically for the costs
of defending against the Third Party Claim (including attorneys’ fees and
expenses), and will remain responsible for any Damage the Indemnitee may suffer
resulting from, arising out of, relating to, in the nature of, or caused by the
Third Party Claim in accordance with the provisions of this Article XV.


          15.4   Remedies.
Except for the right to seek to specifically enforce the covenants hereunder,
and except as specifically provided in this Agreement (including, without
limitation, the immediately succeeding sentence), following the Closing Date, in the absence of fraud
or willful breach of this Agreement, the sole and exclusive remedy of the
Purchaser (or, at the discretion of Purchaser, the Development Companies) and
Vendor with respect to any breach of any representation or warranty contained
in this Agreement, or in any agreement, certificate, instrument or other
document entered into in connection herewith, shall be restricted to the
indemnification rights set forth in this Agreement. Nothing contained in this
Article XV or elsewhere in this Agreement shall limit the liability of any
Party under this Agreement if this Agreement is terminated pursuant to
Section 16.1 or otherwise, or if the Transactions shall not be completed
for any reason.


          15.5   Certain
Limitations. The liability of Vendor or Purchaser, as applicable, for
claims under this Article (other than §15.1 (c) to (e)) shall be limited by
the following (save that the following provisions in § 15.6 shall not apply to any claim where it can be provided
that such claim is based on a dishonest or fraudulent act or omission or
fraudulent misrepresentation of or by Vendor prior to the Closing Date): 


                   (a)
Subject to the exceptions provided for in § 14.1 above, at any time after the Survival Date, (i) Vendor
shall have no further obligations under this Article XV for breaches of
representations and warranties of Vendor nor shall Purchaser’s Indemnitees be
entitled to claim indemnity for any Damages arising after the relevant Survival
Date, except for Damages with respect to which the Purchaser Indemnitee has
given Vendor written notice prior to such date in accordance with
§ 15.3(d) above; and (ii) the Purchaser shall have no further obligations
under this Article XV for breaches of representations and warranties of
the Purchaser nor shall Vendor’s Indemnitees be entitled to claim indemnity for
any Damages arising after the relevant Survival Date, except for Damages with
respect to which the Vendor Indemnitee has given the Purchaser written notice
prior to such date in accordance with § 15.3(d).


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                   (b)
Purchaser Indemnitees shall not be
entitled to recover Damages from Vendor pursuant to § 15.1 (other than §
15.1(c) to (e)) unless and until the accumulated aggregate amount of Damages in
respect of all claims under § 15.1 shall exceed an amount which is the
equivalent of € 500,000 (the “Vendor
Indemnification Threshold”) in which case the Vendor shall be liable
for both the initial € 500,000 and the excess.



                   (c)
In no event shall the maximum aggregate liability of Vendor in respect of any
claims by the Purchaser Indemnitees against Vendor pursuant to
Section § 15.1 for Damages suffered or incurred by any Purchaser
Indemnitee in respect of any Development Company exceed: (i) in respect of the
representations and warranties contained in §§, 9.7, 9.8, 9.18 and 9.28 the
aggregate of all amounts paid out by Purchaser pursuant to the provisions of §§§§ 6.2, 6.3, 6.4 and 8.2 above, as
adjusted (the “Maximum Indemnity Amount”),
and (ii) in respect of all other claims under § 15.1 above (other than §15.1 (c) to (e)), an amount
equivalent to 25% (twenty five percent) of the Maximum Indemnity Amount. 


                   (d)
Any claim for indemnity made by any Purchaser Indemnitee relating to Taxes is
subject to the condition that: (i) Purchaser and/or the Development Companies
shall authorize and permit the tax advisers of Vendor at Vendor’s sole cost and
expense to conduct, direct and process all dealings with the Tax Authorities in
respect of all matters and/or all fiscal years and/or all assessments pertaining
to the period prior to the Closing Date, in close co-operation with the accountants and tax
advisers of the Purchaser and the Development Companies, provided that neither Vendor nor its tax
advisers shall enter into any settlement or take any action before the courts,
or otherwise compromise any tax matter that affects or may affect the tax
liabilities of Purchaser or any of the Development Companies, without the prior
written consent of the Purchaser, which consent shall not be unreasonably
withheld or delayed; and (ii) with respect of claims which are not based upon a
breach of Vendor’s representations and warranties given under § 9.17 above, the
Tax Liability in respect of which the claim for indemnity is made (including
penalties and late payment interest) does not result from a change adopted by
Purchaser and/or the Development Companies in the accounting and/or tax
policies of the Development Companies which has retroactive effect to the
period preceding the Closing Date. 


                   (e)The
limitations contained in § 15.5(b) shall not apply to claims for
indemnification by Purchaser Indemnitees against Vendor in respect of the
indemnities specified in § 15.1 (b) above; 


                   (f)
Vendor Indemnitees shall not be
entitled to recover Damages from Purchaser unless and until the accumulated
aggregate amount of Damages in respect of all claims under § 15.2 above
shall exceed an amount which is the equivalent of € 500,000 (the “Buyer Indemnification Threshold”) in which
case the Purchaser shall be liable for both the initial € 500,000 and the
excess. 


                   (g)
The limitations contained in § 15.5(f)(f) shall not apply to claims for
indemnification by Vendor Indemnitees against Purchaser in respect of the
indemnities specified in § 15.2(b); 


                   (h)
Notwithstanding anything to the contrary herein, in no event shall the maximum
aggregate liability of Purchaser in respect of any claims by Vendor Indemnitees
against Purchaser in respect of any Development Company pursuant to § 15.2
for Damages suffered or incurred by any Vendor Indemnitees exceed: (i) the
Maximum Indemnity Amount, in respect of any breach of the representations and warranties
contained in § 10.2, 10.3 and 10.4 above; and (i) in respect of all other
claims in terms of § 15.2 above, an amount equivalent to 25% (twenty five) of
the Maximum Indemnity Amount. 


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          15.6   Specific
Indemnities. The following specific indemnities are granted by Vendor to
Purchaser and shall be exempt from the Vendor Indemnity Threshold in terms of
15.5(b): 


                   (a)
Jones Lang LeSalle. All claims which may be submitted against the
Development Company in respect of a certain marketing agreement concluded with
Messrs. Jones Lang LeSalle relating to the marketing and lease-up of the
Development Project;


                   (b)
Early Opening. Any claims which may be submitted against the Development
Companies by any third party and/or by any Competent Authority arising out of
and/or in respect of the period during which the Vendor shall cause the
Development Companies to operate the Development Project prior to the CP
Satisfaction Date, as contemplated in §4.2 above.


                   (c)           Development Liability. All
claims arising under § 3.10 shall be exempt from the Vendor Indemnity Threshold.


                   (d)           Failed Transaction Costs Indemnity
The indemnity awarded to Purchaser in terms of §4.7 shall also be exempt from the
Vendor’s Indemnity Threshold; 


                   (e)           RC Holdings Claim.Any indemnity for a claim made on the
basis of a final and non-appealable judgement of the competent court in respect
of the claim filed by RC Holdings Kft. shall be exempt from the Vendor’s
Indemnity Threshold.


                   (f)            Change of Control Indemnities.
Additionally, Vendor shall indemnify Purchaser against any claim and/or any
Damage caused to the Purchaser and/or the Development Companies by reason of
the failure to obtain the prior approval of any of SADE Magyarország Kft.,
Strabag Zrt. and Hídépítő-Soletanche Bachy Mélyalapozó Kft and CCB NV for
the sale of the Equity Rights of the Development Companies to Purchaser in
terms of this Agreement (“change of control”).


          15.7   De-Merger
Indemnity. 


                   (a)
Vendor hereby agrees to indemnify Purchaser and to
hold Purchaser (and, at the election of Purchaser, the Development Companies)
harmless against all and any
Damages of whatsoever nature or kind (including without limitation Taxes)
arising out of and/or in connection with and/or in consequence of the joint and
several liability which shall devolve upon the Development Companies or any of
them as a consequence of the De-Merger Agreement (as hereinafter defined) in
respect of the Liabilities of Kerepesi 1 (as hereinafter defined) which precede
or which pertain to the period prior to the approval of the De-Merger Agreement
by the competent court, provided at all times, however, that Vendor’s
indemnity to Purchaser and/or the Development Companies as aforesaid shall be
limited to the extent of the indemnity given to Vendor by Messrs. Bouygues Batiment International in terms of
that certain Framework Transaction Agreement dated November 15, 2005, and to that extent only.


                   (b)
For the purposes of this Section: (i) “De-Merger Agreement” means that certain
De-Merger Agreement April 17, 2005 entered into by and among Kerepesi 1,
the Development Companies and the Excluded Companies, which was approved by the
competent courts on June 15, 2005, as amended and supplemented by the three (3)
amendments dated respectively September 30, 2005, November 10, 2005 and
November 14, 2005; and (ii) “Kerepesi 1”
means Kerepesi úti Lóversenypálya Ingatlanforgalmazó Ingatlankezelő és
Szolgáltató Korlátolt Felelősségű Társaság, having its registered
seat at Kerepesi út. 9, 8th District, Budapest, Hungary


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ARTICLE XVI - TERMINATION


          16.1   Termination
of the Agreement The Parties may terminate this Agreement provided below:


                   (a)
The Parties may terminate this Agreement by their mutual written consent at any
time prior to the Closing Date;


                   (b)
Either Party may terminate this Agreement by written notice: 


                        (i)     pursuant
to the provisions of § 4.4(d) in the event that the CP Satisfaction Date shall
not have occurred by the Long Stop Date, or in the event that the Closing Date has not occurred by the
Long Stop Date; provided, however,
that the right to terminate this Agreement under this § 16.1(b)(i) shall not be
available to any Party whose action or omission or failure to act has been a
principal cause of or resulted in the CP Satisfaction Date or the Closing Date
respectively not occurring on or before the Long Stop Date and such action or
omission or failure to act constitutes a breach of this Agreement; 


                        (ii)     there
shall
be a final non-appealable order of a court of competent jurisdiction preventing
completion of the Transactions; or 


                        (iii)     there
shall be any statute, rule, regulation or order enacted, promulgated or issued
or deemed applicable to the Transactions by any Governmental Body that would
make completion of the Transactions illegal;


                   (c)
Purchaser on the one hand, and/or Vendor on the other hand, may terminate this
Agreement by written notice pursuant to the provisions of § 3.9(c) in the event
that an event of Excusable Delay continues un-remedied for a period exceeding 6
(six) months;


                   (d)
Purchaser may terminate this Agreement by written notice (i) if there has been
a material breach of any covenant, undertaking, obligation or agreement
contained in this Agreement on the part of Vendor, and such breach has not been
cured within thirty (30) calendar days after written notice to the other Party
(provided, however, that, no cure
period shall be required for a breach which by its nature cannot be cured and
provided however that Purchaser is not in material breach of its obligations
under this Agreement); (ii) pursuant to § 13.3 upon the occurrence of an MAE
Event; (iii) pursuant to §3.2 in
the event that the modifications made by Vendor to the Modified Building Permit
and/or the Marketing Plan entail a material reduction in the Gross Lettable
Area (GLA) of the Development Project; or (iv) if Practical Completion of the
Development Project has not occurred by the Long Stop Date.


                   (e)
Vendor may terminate this Agreement by written notice if there has been a
material breach of any covenant, undertaking, obligation or agreement contained
in this Agreement on the part of Purchaser, and such breach has not been cured
within thirty (30) calendar days after written notice to the other Party (provided, however, that, no cure period
shall be required for a breach which by its nature cannot be cured and provided
however that Vendor is not in material breach of its obligations under this
Agreement).


                   (f)
For the purposes of this § 16.1, a breach of this Agreement shall be
deemed to be material if its goes to the root of this Agreement and/or may
reasonably be deemed to substantially frustrate the purpose and intent of the
Parties hereto. The provisions of this section shall not be applicable to
termination upon the occurrence of an MAE Event in terms of §13.3 above.


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          16.2   Effect
of Termination If any Party terminates this Agreement pursuant to § 16.1
above, all rights and obligations of the Parties hereunder shall terminate
without derogating from any liability of any Party to any other Party; provided that the provisions contained in
§ 17.4 (Confidentiality) and Article XVII(Miscellaneous) shall survive
termination.


          16.3   Entire
Transaction. The Parties acknowledge that the Transactions contemplated in this
Agreement is for the acquisition of both of the Development Companies.
Accordingly, it is specifically agreed and understood that the termination of
this Agreement and/or the underlying Transaction in respect of one of the
Development Companies only shall constitute sufficient cause for the automatic
termination of this Agreement as a whole and the underlying Transactions in
their entirety.


ARTICLE XVII - MISCELLANEOUS


          17.1   Press
Releases and Public Announcements. No Party shall issue any press release or
make any public announcement relating to the subject matter of this Agreement
prior to the Closing without the prior written approval of the other Party
(such approval not to be unreasonably withheld or delayed); provided, however, that the provisions of
this Section shall not be applicable to (i) any mandatory reporting obligations
imposed upon either Party or their Affiliates in terms of the laws and
regulations of any securities authority in any jurisdiction to which they are
subject or to which they have submitted, or in terms of the rules and
regulations of any recognized stock exchange on which their respective shares
are traded or (ii) any announcements, communications or circulars to Affiliates
of Purchaser and/or investors in the Purchaser or (iii) any announcements,
communications or circulars to employees, customers, suppliers and agents of
the Development Companies and/or the Purchaser and/or any company which is a
member of the same group as the Purchaser in such form as may be reasonably
required by the Purchaser. In such event, the Party required to make such
disclosure will use its reasonable efforts to advise the other Party prior to making
the disclosure. The Parties may correspond with third parties in writing with
respect to obtaining the Transaction Approvals. 


          17.2   Governing
Law. Subject to the provisions of sub-section § 17.2(b) below, this Agreement shall be governed by and construed in
accordance with English Law, without regard to conflicts of laws or the choice of law
principles of any jurisdiction, and without the need of any Party to establish
the reasonableness of the relationship between English Law and the subject
matter of this Agreement, and all questions concerning the validity and
construction hereof shall be determined in accordance with English Law.



                   (b)
Notwithstanding the provisions of sub-section § 17.2(a) above, it is hereby specifically
agreed and understood that the following matters shall be executed in
compliance with and governed by Hungarian Law, namely: (i) the transfer of
ownership of the Equity Rights; (ii) the assignment of the Shareholder Loans,
where relevant; (iii) all Lease Agreements; (iv) all matters pertaining to the
Construction Permits and compliance with local building laws and regulations;
(v) the integrity of title of the Development Companies in and to the Project
Property; (vi) the corporate status of the Development Companies; and (vii) the
Amended Rights of Use Agreements in respect of the Excluded Land.


          17.3   Dispute
Resolution


                   (a)
For any dispute, difference or claim arising out of or relating to this
Agreement or the Ancillary Transaction Agreements (other than as set forth in §
17.3(i) below), the Parties shall first attempt in good faith to negotiate a
written resolution of such dispute or claim within a period not to exceed
fifteen (15) days from the date of receipt of a Party’s request for such
negotiations (“Date of Request”).
Such negotiations shall be conducted by senior executives of Purchaser and
Vender. In the event that Purchaser and Vendor fail to reach a written
resolution within such fifteen (15) days from the Date of Request, or other
period of time agreed upon by the Parties in writing, either Purchaser or
Vender may seek to resolve the dispute or claim by arbitration in accordance
with the procedures set forth in § 17.3(b) of this Agreement.


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                   (b)
Subject to § 17.3(a) above and other than as set forth in § 17.3(i) below, any
dispute, difference or claim between the Parties with regard to this Agreement
or the Ancillary Transaction Agreements, its performance, interpretation,
application or validity, shall be solely referred for arbitration before a
tribunal of three arbitrators in accordance with the Rules of Arbitration then
in force of the London Court of International Arbitration (LCIA) (the “Rules”). Each of Purchaser and Vendor will be
entitled
to appoint a Party Appointed Arbitrator, while the third arbitrator, who shall
act as Chairman of the Tribunal, shall be appointed by mutual agreement between
the two Party Appointed Arbitrators, or failing agreement between them, by the
President for the time being of the LCIA (the “Tribunal”). 


                   (c)
The arbitration shall be conducted in Budapest, Hungary, or at such other venue
as shall be agreed upon between the Parties or failing such agreement as
determined by the Tribunal. The arbitration proceedings shall be conducted in
the English language on a continuous basis on consecutive working days until
completed. 


                   (d)
The Tribunal will be bound solely by the substantive English Law and the terms
of this Agreement (save in those instances where Hungarian Law is applicable as
specified in § 17.2(b) above). However the Tribunal may, but only with the
prior consent of the adjudicating Parties, act as amiables compositeurs.


                   (e)
Upon request by either Party, the Tribunal may order the Parties to conduct
Party and non-party oral depositions of witnesses outside the presence of the
Tribunal, which shall be recorded by a stenographer. 


                   (f)
The Tribunal shall issue a written determination setting forth with
particularity its findings of fact and conclusions of Law. The decision of the
Tribunal shall be final and binding upon the Parties. 


                   (g)
The Tribunal
shall be competent to grant interim relief by way of injunctions at the request
of the Parties. Notwithstanding the foregoing, either party shall be
entitled to apply to a court of competent jurisdiction to obtain temporary
injunctive or other ancillary relief in aid of arbitration hereunder.


                   (h)
The fees and
expenses of the Tribunal shall be borne as determined in the arbitral awardof
the Tribunal, provided that interim payments made on account shall be borne by
the Parties in equal share.


                   (i)
The provisions of this § 17.3 shall not apply to disputes and claims before the
Closing Expert under § 8.3(i) above.


                   (j)
If any dispute submitted to arbitration involves claims by or against a Party
against or by a third party, and such third party cannot be made a party to such
arbitration, the Tribunal shall be empowered to take such actions as it deems
just and equitable in order to avoid prejudice to the Parties by reason of the
inability of the Tribunal to adjudicate such third party claims, including
without limitation, if the Tribunal so determines, conditioning its award upon
the outcome of the third party or staying the arbitration pending the outcome
of the third party claims.


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                   (k)
This § 17.3 constitutes a separate agreement to arbitrate which shall survive
the termination of this Agreement for any reason.


          17.4   Confidentiality
Each of the Parties hereto hereby agrees to keep such information or knowledge
obtained in any due diligence or other investigation pursuant to the
negotiation and execution of this Agreement or the effectuation of the
transactions contemplated hereby, confidential; provided, however, that the foregoing shall not apply to
information or knowledge: (a) the disclosure of which is mandated by operation
of any securities Law or regulations of any securities authority and/or any
recognized stock exchange in any jurisdiction to which the Parties and/or their
Affiliates are subject or have submitted; (b) which a Party can
demonstrate was already lawfully in its possession prior to the disclosure
thereof by the other Party; (c) which is generally known to the public and
did not become so known through any violation of Law or the terms of this
section; (d) which became known to the public through no fault of such
Party; (e) which is later lawfully acquired by another Party from other
sources; (f) which is required to be disclosed by order of court or
government agency; or (g) which is disclosed in the course of any
Proceedings between any of the Parties hereto. 


          17.5   Additional
Documents and Further Assurances On and after Closing each Party hereto, at
the request and cost of the other Party, shall execute and deliver such other
instruments and do and perform such other acts and things as may be reasonably
necessary for effecting the completion of the Transactions contemplated hereby.


          17.6   Delivery
of Books and Records. Vendor shall on the Closing Date, deliver the
originals of the Books and Records to the Purchaser (including a detailed list
of such documents appropriate for the purposes of certifying the documents that
have been handed over) but only to the extent that such Books and Records are
not held by and/or in the possession of the Development Companies. 


          17.7   Undertaking
to act in Good Faith The Parties hereby undertake that in the exercise by
them of their rights and interests, and in the fulfillment by them of their
duties, undertakings and obligations, in terms of the provisions of this
Agreement, the Ancillary Transaction Agreements and the schedules to this
Agreement, they shall at all times act in good faith and in a spirit of
co-operation with a view to consummating the Transactions which are the subject
matter of this Agreement. 


          17.8   Perfection
of Schedules Save where specifically stated to the contrary, all schedules
referred to in this Agreement shall be furnished on the Execution Date, save in
respect of those schedules which are to be prepared on the Closing Date. Notwithstanding the
aforegoing, all Schedules shall (where applicable) be updated and re-delivered
on or immediately prior to the Closing
Date and attached to the Closing Protocol. 


          17.9   No
Third-Party Beneficiaries


                   
(a) Subject to § 17.9(b),
a person who is not a party to this Agreement shall have no right under the
Contracts (Rights of Third Parties) Act 1999 to enforce any term of this
Agreement. This clause does not affect any right or remedy of any person which
exists or is available otherwise than pursuant to that Act.


                   
(b) The parties agree that § 15.1 confers a benefit on the Development Companies and
that such provisions are intended to benefit, and be enforceable by, such
persons in their own right under the Contracts (Rights of Third Parties) Act 1999.
Notwithstanding the foregoing, under no circumstances shall any consent be
required from any such person for the termination, rescission, amendment,
variation or extinguishment of any such benefit or enforceability.


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          17.10  Entire
Agreement and Modification This Agreement (including the Exhibits and
Schedules hereto) constitutes the entire agreement among the Parties with
respect to the subject matter hereof and supersedes any prior understandings,
agreements, warranties or representations by or among the Parties, written or
oral, to the extent they related in any way to the subject matter hereof.



                   (b)
Except for any misrepresentation or breach of warranty which constitutes fraud
or dishonesty:


                        (i)
the Transaction Agreements supersede and extinguish all previous agreements
between the Parties relating to the subject matter thereof and any
representations and warranties previously given or made other than those
contained in the Transaction Agreements;


                        (ii)
each party acknowledges to the other (and shall execute the Transaction
Agreements in reliance on such acknowledgement) that it has not been induced to
enter into any such documents by nor relied on any representation or warranty
other than the representations and/or warranties contained in such documents;


                        (iii)
each party hereby irrevocably and unconditionally waives any right it may have
to claim damages or to rescind this Agreement or any of the Transaction
Agreements by reason of any misrepresentation and/or warranty not set forth in
any such document.


                   (c)
Each of the parties acknowledges and agrees for the purposes of the
Misrepresentation Act 1967 and the Unfair Contract Terms Act 1977 that the
provisions of this section § 17.10 are reasonable.


          17.11  Amendment
This Agreement may be amended by the Parties hereto at any time by execution of
an instrument in writing signed on behalf of each of the Parties hereto. 


          17.12  Waivers
The rights and remedies of the Parties to this Agreement are cumulative and not
alternative. Neither the failure nor any delay by any Party in exercising any
right, power or privilege under this Agreement or the documents referred to in
this Agreement will operate as a waiver of such right, power or privilege, and
no single or partial exercise of such right, power, or privilege will preclude
any other or further exercise of such right, power, or privilege or the
exercise of any other right, power, or privilege. To the maximum extent
permitted by applicable Law, (i) no claim or right arising out of this
Agreement or the documents referred to in this Agreement can be discharged by
one Party, in whole or in part, by a waiver or renunciation of the claim or
right unless in writing signed by the other Party; (ii) no waiver that may
be given by a Party will be applicable except in the specific instance for
which it is given; and (iii) no notice to or demand on one Party will be
deemed to be a waiver of any obligation of such Party or of the right of the
Party giving such notice or demand to take further action without notice or
demand as provided in this Agreement or the documents referred to in this
Agreement.


          17.13  Successors
and Assigns This Agreement shall inure to the benefit of, and be binding
upon, the Parties hereto and their respective successors and assigns. Purchaser
may assign its rights under this Agreement to any company of which it is a
subsidiary or of which it is a holding company. Purchaser may assign the whole
or any part of the benefit of this agreement (either entirely or jointly with
itself) to any person providing Purchaser with finance. Except as otherwise
expressly provided, no Party shall assign or delegate any of the obligations
created under this Agreement without the prior written consent of the other
Party. Nothing in this Agreement shall confer upon any person or entity not a
party to this Agreement, or the legal representatives of such person or entity,
any rights or remedies of any nature or kind whatsoever under or by reason of
this Agreement. 


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          17.14  Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed
an original but all of which together will constitute one and the same
instrument.


          17.15  Headings
The section headings contained in this Agreement are inserted for convenience
only and shall not affect in any way the meaning or interpretation of this
Agreement.


          17.16  Notices


                   (a)
Any notice, approval, request, authorization or other communication under this
Agreement shall be given in writing and in the English language (“Notice”). Any Notice must be made by
personal remittance, by fax (followed by a copy sent the same day or the
following Business Day by registered letter with acknowledgment of receipt) or
by prepaid international express mail with acknowledgment of receipt and shall
be deemed to have been delivered (i) on the date of the personal
remittance as certified by the receipt, in the case of personal service; (ii)
on the Business Day following the date of sending the fax (with confirmatory
copy of the mail) in the case of a transmission by fax (the date set out on the
acknowledgment of transmission indicating the date of sending); or (iii) 48
hours after posting in the event of sending by international express mail. 


                   (b)
The relevant addresses and fax numbers of each Party for the purpose of this
Agreement are as follows:


                   Vendor:


241 Keizersgracht, 
                EA1016
Amsterdam,
                The Netherlands. 
                Tel: 31-20-3449560
                Fax:
31-20-3449561
                For the attention of Mr.
Luc Ronsmans


With a copy to:

                59
Andrassy ut., 
                Budapest H-1057,
                Hungary
                Tel: 36-1-4627200 

 Fax: 36-1-4627201 
                For the attention of Mr.
Ran Shtarkman.


                   Purchaser:


Symmetry Arena Kft., 
                Alkotas utca
50, 
                H-1123 Budapest, 
                Hungary, 
                Tel: 36-30-3118091

                For
the attention of Mr. Andras Szalai


With a copy to:

                aAIM Limited,

                100 Picadilly, 
                London W1J 7NH,
                United Kingdom 
                Tel:
+44-20-7318 4500
                Fax: +44-20-7318 4501
                For the attention
of Mr. Mat Webb-Jenkins.


76








                   (c)
By written Notice sent as indicated above, the Parties may specify a new
address or a supplementary address to which notification or communications
should be sent subsequently with at least ten (10) Business Days’ advance
written notice.


          17.17  
Severability Any term or provision of this Agreement that is invalid or
unenforceable in any situation in any jurisdiction shall not affect the
validity or enforceability of the remaining terms and provisions hereof or the
validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction.


          17.18  
Expenses Subject to the provisions of this Agreement, each Party will
bear its own costs and expenses (including legal and accounting fees and
expenses) incurred in connection with this Agreement and the transactions
contemplated hereby. All notarial fees and other costs (excluding taxes) which
may be incurred in connection with the transfer of the Equity Rights in the
Development Companies - shall be borne equally by Vendor and Purchaser. 


          17.19  
Construction and Interpretation


                   (a)
In the event that a discrepancy shall arise between the provisions of this
Agreement and the provisions of the Ancillary Transaction Agreements and/or any
of the Schedules to this Agreement, then and in such event the provisions of
this Agreement shall prevail.


                   (b)
Any references to a “Party” is to
either Vendor or Purchaser and references to “Parties”
is to collectively Vendor and Purchaser. 


                   (c)
Any reference to any federal, state, local, or foreign statute or Law shall be
deemed also to refer to all rules and regulations promulgated thereunder,
unless the context requires otherwise. The word “including” shall mean including without limitation.


                   (d)
Unless the context requires otherwise, all words used in this Agreement in the
singular number shall extend to and include the plural, all words in the plural
number shall extend to and include the singular, and all words in any gender
shall extend to and include all genders.


                   (e)
Any reference to a document “in the agreed
form” is to the form of the relevant document agreed between the
Parties and for the purpose of identification initialed by each of them or on
their behalf (in each case with such amendments as may be agreed by or on
behalf of the Parties);


                   (f)
Any references to Sections and schedules are to Sections of and schedules to
this Agreement. Any references to parts or paragraphs are, unless otherwise
stated, references to parts or paragraphs of the schedule in which the
reference appears;


77








                   (g)
References to this Agreement or any other document shall be construed as
references to this Agreement or that other document as amended, varied,
novated, supplemented or replaced from time to time;


                   (h)
The expression “this Section”
shall, unless followed by reference to a specific provision, be deemed to refer
to the whole Section (not merely the sub-section, paragraph or other provision)
in which the expression occurs;


                   (i)
References to a person (or to a word importing a person) shall be construed so
as to include: (aa) that person’s successors in title and assigns or
transferees permitted in accordance with the terms of this Agreement; and (bb)
references to a person’s representatives shall be to its officers, employees,
legal or other professional advisers, sub-contractors, agents, attorneys and
other duly authorised representatives;


                   (j)
Where a wider construction is possible, the words “other” and “otherwise”
shall not be construed ejusdem generis
with any foregoing words; 


                   (k)
In this Agreement where the context admits:

                              (i)          
sections 5, 6, 8 and 9 of and schedule 1 to the Interpretation Act 1978 apply
in the same way as they do to statutes;


                              (ii)          
reference to a statutory provision includes reference to:


                                             (1)
any order, regulation, statutory instrument or other subsidiary legislation at
any time made under it for the time being in force (whenever made);


                                             (2)
any modification, amendment, consolidation, re-enactment or replacement of it
or provision of which it is a modification, amendment, consolidation,
re-enactment or replacement;


                              (iii)          
reference to statutory obligations shall include obligations arising under
Articles of the Treaty establishing the European Community and regulations and
directives of the European Union as well as United Kingdom acts of Parliament
and subordinate legislation;


                              (iv)          
 a person shall be deemed to be connected
with another if that person is so connected within the meaning of section 839
of the Taxes Act;


                              (v)          
where any statement is qualified by the expression “to the best of the knowledge information and belief of the
Vendor”
or “so far as the Vendor is aware”
or “to the Vendors’ knowledge” or
any similar expression each Vendor shall be deemed to have knowledge of
anything of which it would have had knowledge had it made due and careful
enquiry immediately before giving the Warranties.


          17.20  Time
of Essence With regard to all dates and time periods set forth or referred to
in this Agreement, time is not of the essence.


78








          17.21  Schedules
and Exhibit The Schedules and Exhibits described herein and attached hereto
constitute an inseparable part of this Agreement and are incorporated into this
Agreement for all purposes as if fully set forth herein. Any disclosure made in
any Schedule to this Agreement which may be applicable to another Schedule to
this Agreement shall be deemed to be made with respect to such other Schedule
only if a specific cross reference is made thereto.


          17.22  Euro
All currency amounts expressed herein (whether or not preceded by €) are in the
currency of the Euro, unless preceded by HUF or USD, in which case, the amounts
will be in the currency of the Hungarian Forint or the United States Dollar,
respectively.


          17.23  Language
This Agreement and all documents contemplated hereby or relating thereto shall
be prepared and binding in the English language.


 


[THIS SPACE INTENTIONALLY LEFT BLANK]


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          IN
WITNESS WHEREOF, the Parties or their duly authorized representatives hereto
have executed this Agreement as a deed on the date first above written. 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Executed as
  a deed, but not delivered

  	
  )

  	
   

  	
   

  	
   

  
	
   

  	
  until the
  first date specified on

  	
  )

  	
   

  	
   

  	
   

  
	
   

  	
  page 1, by PLAZA CENTERS NV:

  	
  )

  	
  Signature

  	
   

  	
  /s/ RAN
SHTARKMAN 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  



  
	
   

  
	
   

  	
   

  	
   

  	
  Name (block capitals)

  	
   

  	
  RAN
  SHTARKMAN

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  



  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  President & CEO

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  



  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  



  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Executed as
  a deed, but not delivered

  	
  )

  	
   

  	
   

  	
   

  
	
   

  	
  until the
  first date specified on

  	
  )

  	
   

  	
   

  	
   

  
	
   

  	
  page 1, by
  SYMMETRY ARENA

  	
  )

  	
   

  	
   

  	
   

  
	
   

  	
  KFT.:

  	
   

  	
  Signature

  	
   

  	
  /s/ MAT
WEBB-JENKINS 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  



  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name (block capitals)

  	
   

  	
  MAT
  WEBB-JENKINS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  



  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Under Power of Attorney

  



80










ADDENDUM


to that certain


TRANSACTION AGREEMENT


Entered into on July 10th, 2007 


BY AND AMONG 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.

  	
  SYMMETRY ARENA INGATLANKEZELŐ KORLÁTOLT FELELŐSSÉGŰ TÁRSASÁG 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  As Purchaser

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.

  	
  PLAZA CENTERS N.V. 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  As Vendor

  



Dated December 18th, 2007 









ADDENDUM


          THIS
ADDENDUM (this “Addendum”) to that
TRANSACTION AGREEMENT dated July 10th, 2007 (the “Transaction Agreement”), is made and
entered into on this the 18th day of December, 2007, by and among: 


	
   

  	
   

  	
   

  
	
   

  	
  (1)

  	
  SYMMETRY ARENA INGATLANKEZELŐ KORLÁTOLT FELELŐSSÉGŰ TÁRSASÁG,
a limited liability company registered in Hungary and bearing company
registration number 01-09-725686, of Alkotas utca 50, H-1123 Budapest,
Hungary (“Purchaser”); and  

  
	
   

  	
   

  	
   

  
	
   

  	
  (2)

  	
  PLAZA CENTERS NV, a Dutch corporation having
its registered seat at 241
Keizersgracht, EA1016 Amsterdam, The Netherlands, and registered with the
Chamber of Commerce under n° 33248324 (“Vendor”). 


  



          Purchaser
and Vendor are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” 


RECITALS


          A.          Pursuant
to the provisions of the Transaction Agreement, Purchaser agreed and undertook
to acquire from Vendor, and Vendor agreed to sell and transfer to Purchaser,
the entire Equity Rights in and to Kerepesi 3 Áruház Ingatlankezelő Kft. (which
is the surviving entity following the finalization of the merger proceedings
between Kerepesi 2 Hypermarket Ingatlankezelő Kft. and Kerepesi 3 Áruház
Ingatlankezelő Kft. as contemplated in § 2.4 of the Transaction Agreement) (the “Merged Development Company”); 


          B.          On
August 9th, 2007 the Parties and the Closing Agent, together with
other parties, entered into the Closing Agent Agreement, the provisions of
which govern, inter alia, the
Amicable Closing of the Transaction which is the subject matter of the
Transaction Agreement; 


          C.          As
at the date hereof: (i) the
entire (100%) Equity Rights in and to the Merged Development Company are held
by Vendor; and (ii) the Merged
Development Company is the legal, beneficial and registered owner of the entire
rights, title and interest in and to the Kerepesi Land, which includes the
Project Property; 









          D.          The
Practically Completed Areas (as hereinafter defined) comprising the ground and
first floors of the Development Project, have been Practically Completed
(within the meaning ascribed to that term in § 4.1(b) of the Transaction
Agreement and as evidenced by the Certificate of Practical Completion dated
November 19th, 2007, a copy of which is included in the Sub-Escrow
Documentation), and have been opened to the public at large on November 15th,
2007; 


          E.          Save
as specifically stated to the contrary in the Qualified CP Satisfaction Notice
and waived by Purchaser under the Conditional Waiver Letter (as those terms are
hereinafter defined), and subject to the fulfillment by Vendor of its
undertakings and obligations in terms of Article V below, Vendor has fulfilled
the Conditions Precedent for Delivery in respect of the Development Project; 


          F.          In
the light of the foregoing, the Parties have agreed upon certain mechanisms and
procedures in order to facilitate the Amicable Closing of the Transaction, all
as more fully detailed and specified in this Addendum; 


          G.          Each
of the Parties believes that it is in its respective best interests that the
agreements set forth in this Addendum be implemented and, in furtherance
thereof, has duly approved this Addendum and the procedures contemplated
hereby. 


          H.          Each
of the Parties desires to make certain representations, warranties, covenants
and other agreements in connection with the transactions contemplated hereby. 


          NOW,
THEREFORE, in consideration of the covenants and
representations set forth herein and in the Transaction Agreement, and for
other good and valuable consideration, the Parties agree as follows: 


ARTICLE XVIII - DEFINITIONS


          18.1    Incorporation
of Defined Terms. Capitalized Terms which are not specifically defined in
this Addendum shall have the meanings ascribed to them in the Transaction
Agreement. 


          18.2    Certain
Definitions. As used in this Addendum, the following terms have the
following meanings (terms defined in the singular to have a correlative meaning
when used in the plural and vice versa). Certain other terms are defined in the
Recitals and in the text of this Addendum. 


                    (a)          “Additional Areas” means those constructed
areas of the Development Project which are not covered by the Opening TOP or
any other temporary occupancy permit issued as at the date of this Addendum; 


                    (b)          “Amicable Closing” means the closing and
consummation of the Transaction with the mutual consent and approval of Vendor
and Purchaser, which shall be conducted in the manner specified in Section 5 of
the Closing Agent Agreement; 


                    (c)          “Amicable Closing Documentation” means all
of the Sub-Escrow Documentation and all of the Escrow Release Trigger Documents
held by the Sub-Escrow Agent in terms of the Sub-Escrow Agreement; 


2









                    (d)          “Confirmation Letter” means the letter
which Purchaser shall deliver, in its absolute discretion, to the Sub-Escrow
Agent on or before the Funding Date in the form and text attached as Schedule 6
to the Sub-Escrow Agreement, which shall comprise part of the Escrow Release
Trigger Documents; 


                    (e)          “Effective Closing Date” means November 30th,
2007; 


                    (f)          “Escrow Deposit Date” means the date of the
execution of this Addendum, namely December 18th, 2007; 


                    (g)          “Escrow Release Trigger Documents” means
all those documents, deeds and instruments which are to be delivered by Vendor
and Purchaser to the Sub-Escrow Agent in order to enable the release of all of
the Amicable Closing Documentation by the Sub-Escrow Agent to the Closing Agent
in terms of the Sub-Escrow Agreement, namely those documents detailed and
specified in the Schedule of Escrow Release Trigger Documents attached hereto
and marked as Schedule 2; 


                    (h)          “Funding Date” means the date upon which: (i) the Closing Agent shall finalize the
transfer of ownership and title in and to 100% of the Equity Rights of the Merged
Development Company into the name of Purchaser, as contemplated in Section 3.2
below, with retroactive effect from the Effective Closing Date; and (ii) payment of the Total Closing Payment
Amount shall be executed in terms of the provisions of § 6.2 of the Transaction
Agreement, subject to the provisions of Article IV below; 


                    (i)          “Interim Closing Period” means the period
commencing on the Effective Closing Date and terminating on the Funding Date; 


                    (j)          “Interim Closing Period Interest Payment”
means the payment to be made by Purchaser to Vendor on the Funding Date,
calculated in the manner provided for in Section 4.2 below; 


                    (k)          “Interim Closing Period Revenues” means all
revenues due and payable by the tenants of the Development Project or any other
person to the Merged Development Company in respect of the period prior to the
Effective Closing Date (to the extent included in the Pro Forma Closing
Accounts) and/or the Interim Closing Period, including without limitation:
Primary GOI, Secondary GOI, Additional GOI and ATM Revenues; 


                    (l)          “Opening TOP” means the Temporary Occupancy
Permit issued on November 15th, 2007 in respect of the Practically
Completed Areas, a copy of which comprises part of the Sub-Escrow
Documentation; 


                    (m)          “Practically Completed Areas” means all
areas of the Development Project, excluding the Additional Areas; 


                    (n)          “Qualified CP Satisfaction Notice” means
the written notice furnished by Vendor to Purchaser on the date hereof in terms
of the provisions of Section 2.1 below, and which comprises part of the
Sub-Escrow Documentation; 


                    (o)          Retention Account means the separate
retention account in the name of the Merged Development Company to be operated
subject to the power of attorney set out in the provisions of Section 5.2(c)
below; 


                    (p)          “Sub-Escrow Agent” has the meaning ascribed
to it in the Sub-Escrow Agreement; 


3









                    (q)          “Sub-Escrow Agreement” means that certain
Sub-Escrow Agreement dated on even date made and entered into by and among
Vendor, Purchaser and the Sub-Escrow Agent, a copy of which is attached hereto
as Schedule 3; 


                    (r)          “Sub-Escrow Documentation” means all those
documents, deeds and instruments required to facilitate an Amicable Closing,
namely those documents detailed and specified in the Sub-Escrow Documentation
Schedule attached hereto and marked as Schedule
1, which are to be deposited by Vendor and Purchaser in escrow
with the Sub-Escrow Agent on the Escrow Deposit Date in terms of the Sub-Escrow
Agreement; 


                    (s)          Sub-Escrow Long Stop Date” means March 31st,
2008; 


                    (t)          “Trigger Event” shall have the meaning
ascribed to it in Section 3.2 below; 


                    (u)          “Waiver Letter” means the letter addressed
by Purchaser to Vendor waiving fulfillment of certain Conditions on the terms
and conditions specified therein, and comprising part of the Sub-Escrow
Documentation; 


ARTICLE XIX - DECLARATIONS OF THE PARTIES


          19.1    Partial
Fulfillment of Conditions Precedent for Delivery. Subject at all times to
the provisions of Article V below, Vendor hereby declares that it has partially
fulfilled the Conditions Precedent for Delivery in respect of the Development
Project pursuant to the provisions of § 4.4 of the Transaction Agreement, and
has issued the Qualified CP Satisfaction Notice on even date. 


          19.2    Waiver.
Subject at all times to the provisions of Article V below, and without
derogating therefrom, Purchaser hereby declares: 


                    (a)          that
it has conducted a supplemental due diligence investigation, as provided for in
§4.5 of the Transaction Agreement; and 


                    (b)          that
it has issued the Waiver Letter is respect of those matters where the
Conditions have not been fulfilled; 


          19.3    Amicable
Closing. 


                    (a)          Subject
to the provisions of Sections 2.1 and 2.2 above, the Parties here declare that
it is their intention and desire to implement and execute an Amicable Closing
on the Funding Date but with retroactive effect from the Effective Closing
Date, all in the manner set forth in Article III below. 


                    (b)          The
provisions of this Section 2.3 constitute a confirmation of Amicable Closing
for the purposes of Section 5 of the Closing Agent Agreement. 


          19.4    Pre-Closing
Covenants. Vendor hereby declares and confirms that it has complied with
the covenants specified in § 11.1 of the Transaction Agreement at all times
prior to date hereof in respect of the Merged Development Company. 


4









ARTICLE XX - AMICABLE CLOSING PROCEDURES


          20.1    Sub-Escrow.



                    (a)          On
the Escrow Deposit Date, the Parties shall deposit in escrow with the
Sub-Escrow Agent all of the Sub-Escrow Documentation (which, for the avoidance
of doubt, shall include this Addendum). 


                    (b)          The
Sub-Escrow Agent shall hold the Sub-Escrow Documentation in escrow strictly in
accordance with the provisions of the Sub-Escrow Agreement pending the
occurrence of the Trigger Event. 


                    (c)          In
the event that the Trigger Event shall not have occurred by the Sub-Escrow Long
Stop Date, then and in such event the Sub-Escrow Agent shall return the
Sub-Escrow Documentation to the Parties as specified in the Sub-Escrow
Agreement and this Addendum shall be of no effect such that the Transaction
Agreement shall not be amended by the provisions of this Addendum. 


          20.2    Trigger
Event and Effective Closing. 


                    (a)          The
Trigger Event shall occur (the “Trigger
Event”) when all of the following conditions have been complied with
namely: 


                                   (i)          either
(X) the Final Occupancy Permit has
been awarded in respect of the entire Development Project or (Y) the Opening TOP has been amended such
that it is in respect of the entire Development Project or (Z) a further Temporary Occupancy Permit(s)
has been issued such that this / these, in combination with the Opening TOP, is
/ are in respect of the entire Development Project; and 


                                   (ii)          the
Parties shall have delivered all of the Escrow Release Trigger Documents (other
than the Confirmation Letter) to the Sub-Escrow Agent in terms of the
provisions of the Sub-Escrow Agreement; and 


                                   (iii)          the
Purchaser shall, in its absolute discretion, have delivered the Confirmation
Letter to the Sub-Escrow Agent (with a copy to Vendor) in terms of the
provisions of the Sub-Escrow Agreement. 


                    (b)          Upon
the occurrence of the Trigger Event, the Sub-Escrow Agent shall release all of
the Amicable Closing Documentation to the Closing Agent. In this regard the Parties
confirm that the Amicable Closing Documentation shall include all of the
documentation referred to in Section 5.2 of the Closing Agent Agreement; 


                    (c)          Upon
delivery to it of the Amicable Closing Documentation as aforesaid, the Closing
Agent shall implement the consummation of the Transaction on the Funding Date
in accordance with the provisions of Sections 5.2 and 5.3 of the Closing Agent
Agreement and Article XII of the Transaction Agreement, and same with
retroactive effect from the Effective Closing Date. 


          20.3    Re-registration.
In order to register the charge over quota in respect of the Merged Development
Company, immediately prior to the Funding Date, the Merged Development Company
will make an application for the registration of the Purchaser as the sole
quotaholder of the Merged Development Company. In the event that the
Transaction is not consummated for any reason, the Purchaser agrees to sign all
documents and take all measures necessary to re-register the Vendor as the sole
quotaholder of the Merged Development Company. 


5









ARTICLE XXI - INTERIM CLOSING PERIOD REVENUES
AND PRICE CALCULATIONS


          21.1    Interim
Closing Period Revenues. 


                    (a)          In
consequence of the consummation of the Transaction with retroactive effect from
the Effective Closing Date, it is hereby specifically agreed and understood
that all Interim Closing Period Revenues in respect of the Interim Closing
Period shall be for the sole and exclusive economic benefit of the Purchaser.
The Vendor shall on or before the Funding Date provide Purchaser with a
statement of the cash in hand of the Merged Development Company as at or
immediately before the Funding Date. 


                    (b)          Accordingly,
it is hereby specifically agreed and understood that Vendor shall procure that
all Interim Closing Period Revenues actually collected and received by the
Merged Development Company or the Vendor or any of its Affiliates in respect of
the Interim Closing Period shall be retained and held by the Merged Development
Company at all times prior to and at the Funding Date in a separate designated
bank account in the name of the Merged Development Company (“Operating Account”), and shall not be
transferred by the Merged Development Company to Vendor and/or to any third
party whatsoever (other than in the ordinary course of business) without the
express prior and written consent of Purchaser. 


                    (c)          Without
derogating from the foregoing provisions, and in addition thereto, Vendor
covenants to pay to the Purchaser on demand an amount equal to: (X) any Leakage (other than any Permitted
Leakage), which has occurred between the Effective Closing Date and the Funding
Date; and (Y) all Losses incurred
by the Purchaser and/or the Merged Development Company which are attributable
to such Leakage (other than any Permitted Leakage), where: 


                                   (i)          “Leakage” means: 


                                                  (1)
any dividend or distribution declared, paid or made (whether actual or deemed)
by the Merged Development Company to the Vendor and/or its Affiliates; 


                                                  (2)
any payments made or agreed to be made by the Merged Development Company to the
Vendor and/or its Affiliates in respect of any share capital or other
securities of the Merged Development Company being issued, redeemed, purchased
or repaid or any other return of capital; 


                                                  (3)
any waiver of any debt or other liability owed by the Vendor and/or its
Affiliates to the Merged Development Company; 


                                                  (4)
any payments made or agreed to be made by the Merged Development Company to any
person other than in respect of the operation of the Development Project in the
ordinary course of business which has not been approved in advance by Purchaser
in writing; 


                                                  (5)
the failure to procure that the Merged Development Company complies with the
provisions of § 11.1 of the Transaction Agreement as if the Covenant Period
referred to the period from the Execution Date to the Funding Date; or 


                                                  (6)
the entry into, after the Effective Closing Date but on or before the Funding
Date, of any contract, agreement, borrowing or lending with any third party
other than in the ordinary course of business and other than at the written
request of the management company or the Purchaser. 


6











                         (ii)     “Losses” means in relation to any matter, all liabilities, losses, claims, costs and
expenses relating directly to that matter;


                         (iii)     “Permitted Leakage” means in respect of the
Interim Closing Period:


                                   (1)
Repayment of Shareholder Loans by the Merged Development Company to Vendor on
the Funding Date as contemplated in Section 4.3(d) below; 


                                   (2)
Any payment made by the Merged Development Company in respect of Vendor’s
Development Liability out of funds retained by the Merged Development Company
specifically for that purpose in the Retention Account including the Punch List
Retention (as defined in Section 5.1(c)) and the Development Liabilities
Retention (as defined in Section 5.2(b)) and specifically provided for in the
Proforma Closing Accounts or as required in connection with the Completion
Punch List or the Completion Punch List Addendum; or


                                   (3)
Any payments made by the Merged Development Company and approved by Purchaser
in writing and in advance;


          21.2          Interim Closing Period Interest Payment. 


                         (a)          On the Funding Date, Purchaser undertakes to pay to
Vendor the Interim Closing Period Interest Payment, calculated by applying the
following:


[A – B] * 5.9% * C / 365 = D


	
 

	
 

	
 


	
Where:

	
 

	
 


	
 

	
 

	
 


	
A

	
is:

	
the Total Closing Payment Amount;


	
 

	
 

	
 


	
B

	
is:

	
the Construction Loan
  Repayment Amount;


	
 

	
 

	
 


	
C

	
is:

	
the number of days
  comprising the Interim Closing Period; and


	
 

	
 

	
 


	
D

	
is:

	
the Interim Closing Period
  Interest Payment.





                         (b)          For the avoidance of doubt, the payment to be made in
terms of this Section shall be in addition to payment of the Total Closing
Payment Amount on the Funding Date.


          21.3        Provisions Applicable to the Calculation and Payment
of the Total Closing Payment Amount on the Funding Date. The Parties have agreed that in respect of the
calculation and payment of the Total Closing Payment Amount on the Funding
Date, the following provisions shall apply, namely:


                         (a)          The Construction Loan Repayment Amount and the
Shareholder Loan Amounts shall be determined in accordance with the updated
Waivers and Consents and the updated Shareholders Loan Schedule, respectively
submitted by Vendor as part of the Escrow Trigger Release Documents. The
Parties have agreed that the Construction Loan Repayment Amount shall not be amended
in relation to the interest accrued, in the period from the Effective Closing
Date to the Funding Date, on the Construction Loan Repayment Amount as at the
Effective Closing Date provided that the Construction Loan Repayment Amount
shall be amended in relation to the interest accrued, in the period from the
Effective Closing Date to the Funding Date, on the Construction Loan Repayment
Amount as at the Effective Closing Date to the extent that such accrued
interest arises in consequence of EURIBOR exceeding 5.0%.


7








                         (b)          The Proforma Closing Accounts and the Definitive
Closing Accounts as at the Effective Closing Date shall be adjusted, if
necessary, to make provision for the aggregate of all unpaid amounts
(including, without limitation, the Construction Loan Repayment Amount and the
Shareholder Loan Amounts) which remain due and payable by the Merged
Development Company as at the Funding Date, and the NAV Payment shall be
re-calculated accordingly.


                         (c)          The Parties will thereupon re-calculate the Total
Closing Payment Amount as at the Funding Date, if necessary.


                         (d)          Purchaser has notified Vendor that on the Funding
Date it requires that all Shareholder Loans will be repaid by the Merged
Development Company to Vendor (and not assigned by Vendor to Purchaser as
contemplated in § 2.3 of the Transaction Agreement). Accordingly, on the Funding Date,
Purchaser shall procure that: (i) an amount equivalent to the Shareholder Loan
Amounts as at the Funding Date is transferred to the Merged Development
Company; and (ii) immediately upon receipt thereof, the Merged Development
Company shall transfer to Vendor the full amount of the Shareholder Loan
Amounts as at the Funding Date to Vendor by way of full and final repayment of
all Shareholder Loans outstanding as at the Funding Date.


                         (e)          The provisions of sub-section (d) above shall not
derogate from the provisions of § 2.3(b) and 8.3 of the Transaction Agreement in respect of the
verification of the Shareholder Loan Amounts and the NAV Payment in the Final
Closing Accounts, which shall apply mutatis mutandis.


          21.4          Provisions Applicable to the Preparation of the
Definitive Closing Accounts. The
Parties have agreed that the provisions of §
8.3 of the Transaction Agreement shall
be amended such that the Verification Period shall be deemed to refer to the
period commencing on the Effective Closing Date and ending on the latter of (i)
ninety (90) days following the Effective Closing Date and (ii) thirty (30) days
following the Funding Date. 


ARTICLE
XXII - VENDORS’ OBLIGATIONS


          22.1          Completion Punch List


                         (a)          The Completion Punch List has been agreed between the
Parties in respect of the Practically Completed Areas, and comprises part of
the Sub-Escrow Documentation. 


                         (b)          Vendor hereby undertakes to execute all those works
required and necessary to perform and/or rectify all those items of work and/or
defects as detailed and specified in the Completion Punch List, within the
period which has been agreed upon between the Parties, as reflected therein, to
the reasonable satisfaction of Purchaser. The provisions of §3.10 of the Transaction Agreement, subject to the
provisions of Section 5.2 below, shall apply mutatis mutandis to the execution
of the works which Vendor and/or its agents are required to perform and/or
rectify as specified in the Completion Punch List.


8








                         (c)          On or before the Funding Date, the Parties shall
agree upon an addendum to the Completion Punch List, which shall comprise part
of the Escrow Release Trigger Documents (the “Completion
Punch List Addendum”). The Completion Punch List Addendum shall
specify those additional works to be performed and/or defects to be rectified
in respect (i) of the Practically Completed Areas (to the extent that such
additional works to be performed and/or defects to be rectified arise as a
consequence of the work carried out following the Effective Closing Date and
prior to the Funding Date) and/or (ii) of the Additional Areas. The provisions
of sub-section (b) above shall be applicable in all respects to the execution
of such works in terms of the Completion Punch List Addendum. By not later than
a date falling five (5) Business Days prior to the Funding Date, Vendor shall
provide Purchaser with a detailed estimate of the costs and expenses to be
incurred in the execution and completion of the works and/or defects to be
rectified which are specified in the Completion Punch List and/or the
Completion Punch List Addendum (“Punch List
Cost Estimate”). On the Funding Date, Purchaser shall be entitled to
retain and deduct from the Closing Purchase Price an amount equivalent to 110%
(one hundred and ten percent) of the Punch List Cost Estimate (“Punch List Retention”) which amount is to
be held in the Retention Account and shall be used towards the settlement of
the costs and expenses to be incurred in the execution and completion of the
works and/or defects to be rectified specified in the Completion Punch List
and/or the Completion Punch List Addendum. 


                         (d)          Save as specifically provided to the contrary in
terms of the provisions of the Deed of Indemnity (Flooring Replacement)
referred to in Section 5.3 below, and notwithstanding the provisions of
Sections 5.1 and 5.2 hereto, Purchaser specifically reserve all its rights
and/or the rights of Purchaser’s Indemnitees to claim indemnification for
Damages pursuant to the provisions of § 15.1 of the Transaction Agreement in
respect of works and/or defects which are not included in the Completion Punch
List and/or in the Completion Punch List Addendum.


                         (e)          To
the extent that the variations detailed in the
Completion Punch List and/or in the Completion Punch List Addendum
necessitate the application for and receipt of a further modification to the
Modified Building Permit, the Vendor shall forthwith make such application and
shall defend, indemnify and hold harmless Purchaser and, at the discretion of
the Purchaser, the Purchaser Indemnitees from and against all Damages suffered
or incurred by the Purchaser and any Purchaser Indemnitee which is caused by or
resulting from or arising out of such variations.


          22.2          Assumption of Development Liability. 


                         (a)          It
is hereby agreed that in order to enable
and facilitate the assumption of Development Liability by Vendor and/or its
agents pursuant to the provisions of §3.10 of the
Transaction Agreement, Vendor shall execute, and shall cause the Merged
Development Company to execute, that certain Transfer Agreement which comprises
part of the Sub-Escrow Documentation. The said Transfer Agreement shall be
effective as and from the Effective Closing Date.


                         (b)          By not later than a date falling five (5) Business
Days prior to the Funding Date Vendor shall provide Purchaser with a detailed
estimate of the costs and expenses to be incurred in the transfer and/or
settlement of all Development Liabilities (“Development
Liabilities Cost Estimate”). On the Funding Date, Purchaser shall be
entitled to retain and deduct from the Closing Purchase Price an amount
equivalent to the sum of (i) 110% (one hundred and ten percent) of the
Development Liabilities Cost Estimate less (ii) the balance of funds already
held in the Retention Account by the Merged Development Company for the purpose
of settling Development Liabilities (“Development
Liabilities Retention”) which aggregate amount is to be held in the
Retention Account and shall be used towards the settlement of the Development
Liabilities. 


9








                         (c)          In order to enable Vendor to fulfill its undertakings
in terms of §3.10 of the Transaction Agreement and in terms of the said Transfer
Agreement, Purchaser shall procure that the Merged Development Company shall on
Vendor’s request furnish Vendor and/or its agent and/or its representatives
with a special power of attorney, proper in content and form, to enable Vendor
and/or such agents or representatives to act in good faith on behalf of Merged
Development Company, inter alia, for the purpose of causing the execution of
all works specified in the Completion Punch List and the Completion Punch List
Addendum and to enable the Vendor to draw down on the Punch List Retention and
the Development Liabilities Retention in order to satisfy liabilities under
Sections 5.1(c) and 5.2(b) respectively.


                         (d)          Upon completion of all works and rectification of all
defects under the Completion Punch List and ⁄ or the Completion Punch
List Addendum and upon settlement of the Development Liabilities, the Purchaser
shall procure that the Merged Development Company pays to the Vendor any funds
which remain in the Retention Account.


          22.3          Replacement
of Flooring Indemnity. 


                         (a)          Inasmuch
as a dispute has arisen between the Parties regarding compliance with the
specifications of the Benchmark Project in respect of the quality of the
flooring in the public areas of the Development Project, Vendor shall furnish
the Merged Development Company with a special indemnity to replace the flooring
of the public areas as aforesaid, and same on the terms and conditions set
forth in the Deed of Indemnity (Flooring Replacement) attached hereto and
marked as Schedule 4.


                         (b)          The
Deed of Indemnity (Flooring Replacement) shall be executed by Vendor in favour
of the Merged Development Company by not later than the Funding Date, and shall
constitute part of the Escrow Release Trigger Documents. The Vendor undertakes
to procure that the Deed of Indemnity (Flooring Replacement) once executed is
not amended prior to the Funding Date without the approval by Purchaser in
writing and in advance. 


          22.4          No
Claims by Incumbent Director. Vendor undertakes to procure that the
incumbent managing director of the Merged Development Company appointed by it,
and who shall resign with effect from the Funding Date shall not have any
claims or rights against Purchaser and/or the Merged Development Company, as
the case may be, and that all the rights and claims of such incumbent managing
director and/or other executives of the Merged Development Company appointed by
it against such companies will be unconditionally and irrevocably waived and
released on the Funding Date.


          22.5          Incumbent
Director Indemnity. Inasmuch as at Purchaser’s request the incumbent
managing director of the Merged Development Company appointed by Vendor shall
on or about the date hereof execute all or part of the Purchaser’s Security
Documents for and on behalf of the Merged Development Company, Purchaser has
agreed to indemnify the incumbent managing director and/or the Vendor for and
against any liability arising in that regard, and same in terms of the Deed of
Indemnity in the agreed form attached hereto as Schedule 5, which shall comprise part of the Sub-Escrow
Documentation.


          22.6          Filing
Indemnity. The Vendor shall defend, indemnify and hold harmless Purchaser
and, at the discretion of the Purchaser, the Purchaser Indemnitees from and
against all Damages suffered or incurred by the Purchaser and any Purchaser
Indemnitee which is caused by or resulting from or arising out of the delay
until the Funding Date in the filing of the Security Documents and the Transfer
Documents executed and deposited with the Sub-Escrow Agent in accordance with
the terms of the Sub-Escrow Agreement.


10








ARTICLE
XXIII - MISCELLANEOUS


          23.1          Modification and Amendment. Subject to Section 3.1(c),(a)             the provisions of this
Addendum, and the agreements reached between the Parties as reflected herein,
constitute the full and final agreements reached between the Parties in respect
of the matters addressed herein. Accordingly, the provisions of the Transaction
Agreement shall be deemed to have been amended in accordance with and subject
to the terms and provisions of this Addendum, but to that extent only. 


                         (b)          all
other terms and provisions of the Transaction Agreement which have not been
amended in terms of this Addendum, whether expressly or by implication, shall
remain valid and binding upon the Parties to all intents and purposes. 


                         (c)          without
derogating from the generality of the foregoing and subject to clauses 6.1(d)
and 6.1(e), all references to the “Closing Date” in the Transaction Agreement
shall continue to refer to the Closing Date.


                         (d)          without
derogating from the generality of the foregoing, the references to the “Closing
Date” in the definitions of Calculation Date, Closing Additional GOI, Closing
Primary GOI, Closing Secondary GOI, Construction Loan Repayment Amount, Final
Price Adjustment Date, Interim Additional GOI, Interim Primary GOI, Prepayment
Costs, Shareholder Loans, Shareholder Loan Amounts, Shareholder Loan Schedule
and in §§4.2(d), 6.1(a), 6.3(a)(iv),
6.4(a)(iv), second reference in 8.1(a), 8.1(d), 8.2(c) and first reference in
9.11 of the Transaction Agreement shall be be deemed to refer to the Effective
Closing Date as herein defined.


                         (e)          without
derogating from the generality of the foregoing, the references to the “Closing
Date” in the definition of Top Up Guarantee and §§6.2, 6.6(a), 7.1(a), 7.2 and 9.12(a) of the Transaction Agreement
shall be deemed to refer to the Funding Date as herein defined.


                         (f)          all
references in the Transaction Agreement to the Formal Share Purchase Agreement
shall be deleted. 


          23.2          Incorporation
of Terms The terms and provisions of Article XVII of the Transaction
Agreement are incorporated into this Addendum by reference.


          IN
WITNESS WHEREOF, the Parties or their duly authorized representatives hereto
have executed this Addendum as a deed on the date first above written.


11








	
 

	
)

	
 

	
 

	
 


	
Executed as a deed, but not delivered

	
)

	
 

	
 

	
 


	
until the first date specified on

	
)

	
 

	
 

	
 


	
page 1, by PLAZA
  CENTERS NV:

	
)

	
Signature

	
 

	
/s/ RAN SHTARKMAN


	
 

	
 

	
 

	
 

	



	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Name (block capitals)

	
 

	
RAN SHTARKMAN



	
 

	
 

	
 

	
 

	



	
 

	
 

	
 

	
 

	
Director


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Signature

	
 

	
/s/


	
 

	
 

	
 

	
 

	



	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Name
  (block capitals)

	
 

	
 


	
 

	
 

	
 

	
 

	



	
 

	
 

	
 

	
 

	
Director


	
 

	
 

	
 

	
 

	
 


	
Executed as a deed, but not delivered

	
)

	
 

	
 

	
 


	
until the first date specified on

	
)

	
 

	
 

	
 


	
page 1, by SYMMETRY
  ARENA

	
)

	
 

	
 

	
 


	
KFT.:

	
 

	
Signature

	
 

	
/s/ FARKAS GYONGYVEKEVA 


	
 

	
 

	
 

	
 

	



	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Name
  (block capitals)

	
 

	

FARKAS GYONGYVEKEVA



	
 

	
 

	
 

	
 

	



	
 

	
 

	
 

	
 

	
Director


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Signature

	
 

	
/s/ SOROGIVAM ANNA KATALI



	
 

	
 

	
 

	
 

	



	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Name
  (block capitals)

	
 

	
SOROGIVAM ANNA KATALI



	
 

	
 

	
 

	
 

	



	
 

	
 

	
 

	
 

	
Director





12