Exhibit 4.13


 


		
        Dentons Europe Oleszczuk sp. k.

        Rondo ONZ 1

        00-124 Warsaw

        Poland

         

        T +48 22 242 52 52

        F +48 22 242 52 42
	
        Salans FMC SNR Denton

        dentons.com



 





 



 


DEBT REPAYMENT
AGREEMENT


IN RELATION TO THE FINANCING OF ZGORZELEC
PLAZA


 





 



by and between


 


BANK ZACHODNI WBK S.A. 


as Lender


 


and


 


ZGORZELEC PLAZA SP. Z O. O. 


as Borrower


 


LESZNO PLAZA SP. Z O. O.


as Leszno Plaza 


 


PLAZA CENTERS N.V. 


as Ultimate Shareholder 


 


PLAZA CENTERS ENTERPRISES B.V. 


as Plaza Centers Enterprises 


 


PLAZA CENTERS POLISH OPERATIONS B.V.



as Parent


 


Dentons is an international legal practice providing
client services worldwide through its member firms and affiliates. Dentons Europe Oleszczuk sp. k. is registered by the
Regional Court for the City of Warsaw, 12th Department of the National Court Register, Reg. No: 0000061089, VAT
No.: PL 5252197565. Please see dentons.com for Legal Notices.


 




     


     


    

 


DEBT REPAYMENT AGREEMENT


IN RELATION TO THE FINANCING OF ZGORZELEC
PLAZA


 





 



 


TABLE OF CONTENTS


 


	1.	DEFINITIONS AND INTERPRETATIONS	4
	 	 	 
	2.	EXISTING FINANCIAL INDEBTEDNESS	10
	 	 	 
	3.	RESTRUCTURING	11
	 	 	 
	4.	ACCELERATION AND PAYMENTS	11
	 	 	 
	5.	ASSET DISPOSAL PLAN	13
	 	 	 
	6.	DISTRUBUTIONS	19
	 	 	 
	7.	ASSET COMMERCIALISATION AND MANAGEMENT OF THE PROPERTIES	19
	 	 	 
	8.	INTEREST	21
	 	 	 
	9.	INTEREST PERIODS	21
	 	 	 
	10.	FEES, COSTS AND EXPENSES	21
	 	 	 
	11.	REPRESENTATIONS	22
	 	 	 
	12.	EVENTS OF DEFAULT	24
	 	 	 
	13.	ASSIGNMENTS AND TRANSFERS BY THE LENDER	26
	 	 	 
	14.	CHANGES TO THE OBLIGORS	27
	 	 	 
	15.	DISCLOSURE OF INFORMATION	27
	 	 	 
	16.	NOTICES	27
	 	 	 
	17,	ENTRY INTO EFFECT	27
	 	 	 
	18.	PARTIAL INVALIDITY	29
	 	 	 
	19.	FINANCE DOCUMENTS AND RELATION TO THE FINANCE DOCUMENTS	29
	 	 	 
	20.	AMENDMENTS AND WAIVERS	29
	 	 	 
	21.	COUNTERPARTS	29
	 	 	 
	22.	GOVERNING LAW	29
	 	 	 
	23.	JURISDICTION	29
	 	 	 
	SCHEDULE 1 EXISTING SECURITY DOCUMENTS	30
	 	 
	SCHEDULE 2 OPERATIONAL COST BUDGET FOR 2016	32


 




    	 	Page 2 of 35



     


    

 


DEBT REPAYMENT AGREEMENT


IN RELATION TO THE FINANCING OF ZGORZELEC PLAZA


 





 



 


THIS
DEBT REPAYMENT AGREEMENT IN RELATION TO THE FINANCING OF ZGORZELEC PLAZA (hereinafter referred to as the “Agreement”)
is concluded in Warsaw on June 28, 2016, between:


 


		(1)	BANK ZACHODNI WBK S.A., having
                                         its registered office in Wroclaw, at 9/11 Rynek, 50-950 Wroclaw, entered in the Register
                                         of Entrepreneurs of the National Court Register maintained by the District Court for
                                         Wroclaw-Fabryczna, VI Commercial Division of the National Court Register under number
                                         KRS 0000008723, having share capital in the amount of PLN 992,345,340 (fully paid-up),
                                         REGON 930041341, NIP 896-000-56-73 (hereinafter referred to as the “Lender”);



 


and


 


		(2)	ZGORZELEC PLAZA SP. Z O.O.,                                          having its
                                                                 registered office in Warsaw, at Al. Jana Pawla II 23, 00-854 Warsaw, registered                                          in
                                                                 the Register of Entrepreneurs of the National Court Register kept by the District
                                                                 Court for the capital city of Warsaw in Warsaw, XIII Commercial Department of the National
                                                                 Court Register, under the number KRS 0000191132, having share capital in the amount of
                                                                 PLN 50,000, REGON 357203927 and NIP 676-216-86-98 (hereinafter referred to as the “Borrower”);



 


and


 


		(3)	LESZNO PLAZA SP. Z O.O., having                                          its
                                                                 registered office in Warsaw, at Al. Jana Pawla ll 23, 00-854 Warsaw, registered in
                                                                 the Register of Entrepreneurs of the National Court Register kept by the District Court
                                                                 for the capital city of Warsaw in Warsaw, XIII Commercial Department of the National
                                                                 Court Register, under the number KRS 0000044860, having share capital in the amount of
                                                                 PLN 50,000, REGON 356271170 and NIP 676-218-42-66 (hereinafter referred to as the “Leszno
                                                                 Plaza”);



 


and


 


		(4)	PLAZA CENTERS POLISH OPERATIONS B.V.,
                                         having its registered office in Amsterdam, at Prins Hendrikkade 48 S, 1012AC Amsterdam,
                                         the Netherlands, registered in the trade register maintained by the Dutch Chambers of
                                         Commerce for Amsterdam under number 34300339 (hereinafter referred to as the “Parent”);



 


and


 


		(5)	PLAZA CENTERS N.V., having
                                         its registered office in Amsterdam, at Prins Hendrikkade 48 S, 1012AC Amsterdam, the
                                         Netherlands, registered in the Chamber of Commerce for Amsterdam under number 33248324
                                         (hereinafter referred to as the “Ultimate Shareholder”);



 


and


 


		(6)	PLAZA CENTERS ENTERPRISES
                                         B.V., having its registered office in Amsterdam, at Amsterdam, at Reitlandpark 125,
                                         1019DT Amsterdam, the Netherlands, registered in the Chamber of Commerce for Amsterdam
                                         under number 34281588 (hereinafter referred to as “Plaza Centers Enterprises”).



 


PREAMBLE:


 


		(A)	WHEREAS, the Borrower and the Lender concluded the facility
agreement no. KKWA0026/08 dated
November 5, 2008, as amended by the annex no. 1 on July 2, 2009, annex no. 2 on September 29, 2011, annex no. 3 on November 9,
2011, annex no. 4 on December 1, 2011, annex no. 5 on December 23, 2011, annex no. 6 on January 23, 2012, annex no. 7 on March
16, 2012, annex no. 8 on August 2, 2012 and annex no. 9 dated January 30, 2013 (hereinafter referred to as the “Facility
Agreement”), pursuant to which the Lender agreed to make available to the Borrower, on the terms and conditions set forth
in the Facility Agreement, among others, the term facility divided into tranches, originally in the maximum amount up to EUR 35,089,000.



 




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		(B)	WHEREAS, on June 23, 2015 the Parties executed an indicate term sheet containing proposal
for restructuring of Borrower’s obligations under the Finance Documents.



 


		(C)	WHEREAS, the Parties agreed to restructure Borrower’s obligations under the Finance
Documents in accordance with this Agreement.



 


IT IS AGREED as follows:


 


		1.	DEFINITIONS AND INTERPRETATIONS



 


		1.1.	Definitions



 


In each Finance Document:


 


“Account” has the meaning given
to it in the Facility Agreement.


 


“Affiliate”
means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that
Holding Company.


 


“Appointed Shareholder” has the
meaning given to it in Clause 5.4(a)(i) of this Agreement.


 


“Asset Disposal Plan”
means the plan of disposal of the Properties containing time schedule of the sale of the Properties prepared by the Borrower and
approved by the Lender prior to the Effective Date.


 


“Bank Guarantee Fund”
means the Bank Guarantee Fund established and operating pursuant to the Bank Guarantee Fund Act of December 14, 1994 (Journal of
Laws of 1995 No. 4, Item 18, as amended), in favour of which the Lender, as entity covered by the guarantee system, pays compulsory
annual fees.


 


“Budget” means
each property management budget for Zgorzelec Property for 2015 and 2016 year, for each individual year approved by the Lender
subject to positive recommendation of the Budget Financial Monitor, which was expressed in the Knight Frank report dated December
18, 2015 in respect of 2015 and 2016 year. The Lender’s approval of the Budget will not be unreasonably withheld in case
the Budget Financial Monitor’s recommendation is positive i.e. without any reservations, qualifications and/or recommendations
regarding market related budget levels in similar retail schemes. In case of such reservations, qualifications and/or recommendations
raised by the Budget Financial Monitor, the Lender approved the Budget as recommended by the Budget Financial Monitor, however,
never higher than the annual budget drafted by the Borrower. The Operational Cost Budget for 2016 approved by the Lender and agreed
with the Borrower as is attached hereto as Schedule 2.


 


“Budget Financial Monitor”
means a reputable financial advisor appointed by the Lender and employed by the Borrower at its own cost to verify the Budget for
each year once.


 


“Business Day”
means a day (other than a Saturday or Sunday and day being a national holiday) on which banks are open for general business in
Warsaw.


 


“Cash Sweep Date” means the last
Business Day of each calendar month. “Cooperation Undertakings” means obligations of the Obligors to
ensure that:


 


		(a)	Leszno Deposit is fully and timely paid to the Leszno Escrow Account;



 




    	 	Page 4 of 35



     


    

 


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		(b)	Leszno
Release Conditions are met as required under Clause 5.4(a), in particular the shares in the Borrower and the Subordinated Loans
are sold to the Appointed Shareholder;



 


		(c)	all necessary documents and information is promptly provided to the Appointed Shareholder and the
Lender at request to support and facilitate acquisition by the Appointed Shareholder of the shares in the Borrower and the Subordinated
Loans;



 


		(d)	no new Event of Default has occurred after the date of this Agreement and is continuing.



 


“Confidential Information”
means the identity of the Borrower and Leszno Plaza and information on their business, including the Properties and the Occupational
Leases, the Finance Documents and any documents delivered to the Lender in connection or under the Finance Documents, including
legal, technical, commercial and financial information and projections.


 


“Constitutional Documents”
means in respect of any person, its certificate or deed of incorporation, certificate of incorporation on change of name, memorandum
and articles of association, partnership agreement (including the extract from any commercial register relating to or having jurisdiction
over a person) or other similar documents.


 


“Current Accounts” have the meaning
given to them in the Facility Agreement.


 


“Developed Leszno Site”
means the real property located in Leszno, at Przemyslowa st., consisting of developed plots of land nos. 1112, 1/3 and 1/4
for which the District Court in Leszno, VI Land and Mortgage Division maintains mortgage book PO1L/00025235/7.


 


“Effective Date”
means the date on which the Lender notifies the Borrower that all conditions specified in Clause 17.2 (Conditions precedent)
have been fulfilled.


 


“EURIBOR” means, in relation to
any Loan:


 


		(a)	the applicable Screen Rate; or



 


		(b)	(if no Screen Rate is available for Euro or the Interest Period of that Loan) the arithmetic mean
of the rates (rounded upwards to four decimal places) as supplied to the Lender at its request quoted by the Reference Banks to
leading banks in the European interbank market,



 


as of the Quotation Day for the
offering of deposits in EUR for a period of three months. In case the EURIBOR rate is negative (below zero), the percentage rate
amounting equal zero will be applied instead of actual EURIBOR rate.


 


“Event of Default”
means any event or circumstance specified as such in Clause 12 (Events of Default).


 


“Excess Cash” means
all amounts standing on the Current Accounts and Rent Collection Accounts after payments to the Sinking Fund Accounts as required
under this Agreement.


 


“Existing Financial Indebtedness”
means all indebtedness of the Borrower towards the Lender under the Facility Agreement existing as of the date of this Agreement.


 


“Existing Security Documents”
means the documents listed in Schedule 1 (Existing Security Documents).


 


“Facilities” means
jointly ZP Facility and LS Facility.


 


“Facility Agreement”
has the meaning given to it in the Preamble to this Agreement.


 




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DEBT REPAYMENT AGREEMENT


IN RELATION TO THE FINANCING OF ZGORZELEC
PLAZA.


 





 



 


“Finance Document”
means each of:


 


		(a)	the Finance Documents as defined in the Facility Agreement;



 


		(b)	this Agreement; and



 


		(c)	the Security Amendment Documents.



 


“General Account”
means a PLN denominated renovation account of the Borrower no. 63 1090 1056 0000 0001 1024 4940 opened with the Account Bank.


 


“Holding Company”
means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.


 


“Independent External
Management Agent” means an external property managing agent appointed by the Lender at the cost of the Borrower to manage
and operate Zgorzelec Property.


 


“Interest Period”
means, in relation to the Loan, each period determined in accordance with Clause 9 (Interest Periods).


 


“Investment Memorandum”
means the professional investment memorandum concerning sale of Zgorzelec Property for minimum net sale price not less than
EUR 15,000,000, prepared by the Borrower and approved by the Lender prior to the Effective Date.


 


“Legal Report”
means report on the Existing Security Documents prepared by the Lender’s Legal Advisor.


 


“Lender’s Legal
Advisor” means Dentons Europe Oleszczuk sp. k.


 


“Leszno
Deposit” means the deposit in the amount of EUR 1,104,231.15 deposited by the Parent or its affiliate on Leszno
Escrow Account as security for the Secured Obligations.


 


“Leszno Escrow Account”
means bank account of Lender’s Legal Advisor acting as escrow agent for the purpose of keeping and releasing Leszno Deposit
in accordance with Leszno Escrow Agreement.


 


“Leszno Escrow Agreement”
means the agreement between Lender’s Legal Advisor as escrow agent, the Parent and the Lender, entered into on the date
of this Agreement, setting out terms of depositing Leszno Deposit into, and releasing it from, Leszno Escrow Account.


 


“Leszno Release Conditions”
has the meaning given to it in Clause 5.4(a) of this Agreement.


 


“Leszno Release Date”
means the date on which the Lender confirms to the Borrower satisfaction of Leszno Release Conditions.


 


“Leszno Site” means
jointly the Undeveloped Leszno Site and the Developed Leszno Site.


 


“Long Stop Date”
means September 15, 2016.


 


“LS Facility” has
the meaning given to it in Clause 2.1(b) (Outstanding amounts).


 


“LS Sinking Fund”
has the meaning given to it in Clause 5.3(f)(ii) (Leszno Site)


 


“LS Sinking Fund Account”
has the meaning given to it in Clause 5,3(g) (Leszno Site)


 


“Loan” means
a loan made under Facility or the principal amount outstanding for the time being of that loan.


 


“Managing Agent”
means EDMC Sp. z o. o.


 




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“Management
Agreement” means a management agreement entered between the Borrower and the Managing Agent on March 1, 2010, providing
for operating, leasing, reporting, controlling and maintenance services in connection with Zgorzelec Plaza.


 


“Margin” means 2.75% per annum.


 


“Obligor” means each of the Obligor
as defined under the Facility Agreement and “Obligors” means all of them jointly.


 


“Occupational Lease”
means any occupational lease entered into by the Borrower in connection with Zgorzelec Property where the occupational lease
is fulfilling the requirements set forth in Clause 21.31 (Occupational Leases) of the Facility Agreement.


 


“Operating Costs”
means, in respect of any period and without duplication, all costs and liabilities incurred or, as the case requires, to be
incurred in the relevant period by the Borrower in connection with the operation, management, leasing, marketing, asset management,
maintenance and repair of Zgorzelec Property including Taxes and:


 


		(a)	in the case of any forecast calculations, capital expenditures and non-recoverable expenses; or



 


		(b)	in the case of any calculations based on historic data, effectively incurred capital expenditures
and non-recoverable expenses, but in each case, excluding any costs or liabilities which would otherwise constitute Operating Costs
to the extent that:



 


		(i)	the same arise in relation to any asset which is lost or damaged to the extent such costs or liabilities
are discharged out of any insurance proceeds;



 


		(ii)	they are directly payable by or reimbursable by any of the Occupational Lessees e.g. service charges;
or



 


		(iii)	they are directly paid by or otherwise reimbursed by any third party.



 


“Operational Cost Budget”
means part of Budget dedicated to Operating Costs.


 


“Participating Member
State” means any member state of the European Union that adopts or has adopted the EUR as its lawful currency in accordance
with legislation of the European Union.


 


“Parent” means
Plaza Centers Polish Operations B.V., a limited liability company with its registered office in the Netherlands at Prins Hendrikkade
48 S, 1012AC Amsterdam,


 


“Party” means
a party to this Agreement or to any other Finance Document.


 


“Properties” means
jointly Zgorzelec Property and Leszno Site.


 


“Quotation Day”
means, in relation to any period for which an interest rate is to be determined, two TARGET Days before the first day of that
period unless market practice differs in the Relevant Interbank Market in which case the Quotation Day will be determined by the
Lender in accordance with market practice in the Relevant Interbank Market (and if quotations would normally be given by leading
banks in the Relevant Interbank Market on more than two days, the Quotation Day will be the last of those days).


 


“Real Estate Agent”
means a reputable real estate agent employed by the Lender at Borrower’s cost to market and sell the Properties.


 


“Reference Banks”
means the principal offices of four banks selected by the Lender, among the banks upon which the Screen Rate is established.


 


“Relevant
Interbank Market” means the London interbank market for payments in Euro.


 




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AGREEMENT


IN RELATION TO THE FINANCING OF ZGORZELEC PLAZA


 





 



 


“Rent Collection Accounts” have
the meaning given to them in the Facility Agreement.


 


“Repayment Date” means the last
Business Day of each calendar month.


 


“Repeating Representations”
means, each of the representations set out in Clauses from 11.1 (Status) to 11.10 (Title to assets).


 


“Restructuring” has the meaning
given to it in Clause 3.1 (Restructuring).


 


“Screen Rate”
means the percentage rate per annum determined by the Banking Federation of the European Union for the relevant period and displayed
on the appropriate page of the Reuters screen (currently being for Euro “EURIBOR”). If the agreed page
is replaced or service ceases to be available, the Lender may specify another page or service displaying the appropriate rate after
consultation with the Borrower.


 


“Secured Obligations”
means all present and future obligations and liabilities (whether actual or contingent, whether owed jointly, severally or in any
other capacity whatsoever and whether originally incurred by the Borrower or by some other person) of the Borrower to the Lender
under each of the Finance Documents.


 


“Security”
means a mortgage, charge, pledge, lien, transfer or assignment by way of security or other security interest securing any obligation
of any person or any other agreement or arrangement having a similar effect.


 


“Security Amendment Documents”
has the meaning given to it in Clause 17.2(a) (Conditions precedent) of this Agreement.


 


“Security Documents”
means the Security Documents as defined in the Facility Agreement and the Security Amendment Documents jointly.


 


“Sinking Fund”
means, in relation to given calendar month, the amount equal to the aggregate of:


 


		(a)	monthly Operating Costs as set out in the Budget together with applicable VAT;



 


		(b)	monthly interest payments under the Facilities;



 


		(c)	capital expenditures to be spent until the end of given calendar year as set out in the Budget;



 


		(d)	agreed and confirmed gross costs connected with implementation of this Agreement specified in the
Budget;



 


		(e)	monthly payments of VAT Tax to be paid by the Borrower in given calendar month, in each case without
double counting.



 


“Sinking Fund Account”
means each of the following no-interest bearing dedicated technical accounts of the Lender kept by it for the purpose of maintaining
the Sinking Fund with no maintenance cost to the Borrower:


 


		(a)	account no 17 1090 1056 0000 0001 3292 6696 kept in PLN; and



 


		(b)	account no 59 1090 1056 0000 0001 3279 2953 kept in EUR,



 


and “Sinking
Fund Accounts” means both of them jointly.


 


“Subordinated Lender” has the meaning
given to it under the Facility Agreement.


 


“Subordinated Loans” means any loans
made to the Borrower by any Subordinated Lender.


 




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“Subordination
Agreement” means the subordination agreement entered or to be entered into between
the Borrower, the Subordinated Lenders and the Lender.


 


“Subsidiary” means in relation to
any company or corporation, a company or corporation:


 


		(a)	which is controlled, directly or indirectly, by the first mentioned company or corporation;



 


		(b)	more than half the issued share capital of which is owned, directly or indirectly by the first
mentioned company or corporation; or



 


		(c)	which is a Subsidiary of another Subsidiary of the first mentioned company or corporation,



 


and for this purpose, a company
or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairs
and/or to control the composition of its board of directors or equivalent body.


 


“Tax” means
any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection
with any failure to pay or any delay in paying any of the same).


 


“Tax Authority”
means any government, state or municipality or any local, state, federal or other authority, body or official anywhere in the
world exercising a fiscal, revenue, customs or excise function.


 


“Term” means
the period starting from the date of this Agreement and ending on December 30, 2016.


 


“Transaction Security”
means the Security created or expressed to be created in favour of the Lender pursuant to the Security Documents.


 


“Undeveloped Leszno Site”
means the real property located in Leszno, at Przemyslowa st., consisting of undeveloped plots of land nos. 1/7, 1/11, 1/13,
2/5, 2/7, 2/9 for which the District Court in Leszno, VI Land and Mortgage Division maintains mortgage book PO1L/00025235/7 and
plot of land no. 1/12 for which the District Court in Leszno, VI Land and Mortgage Division maintains mortgage book PO1L/00037647/5.


 


“VAT” means value added tax as regulated
by the applicable Polish legislation and any other tax of a similar fiscal nature whether imposed in Poland (instead of or in addition
to value added tax) or elsewhere from time to time.


 


“Zgorzelec Property”
means jointly the Land and the Building as defined in the Facility Agreement.


 


“ZP Facility” has the meaning given
to it in Clause 2.1(a) (Outstanding amounts).


 


		1.2.	Construction



 


		(a)	Unless a contrary indication appears, any reference to:



 


		(i)	“assets” includes present and future properties, revenues and rights of every
description;



 


		(ii)	a “disposal” includes any transfer, grant, lease assignment, sale, compulsory
acquisition, compulsory sale or other disposal of, or the grant or creation of any interest derived from, any asset;



 


		(iii)	a
“Finance Document” (as defined in Clause 1.1) or any other agreement or instrument is a reference to that Finance
Document as defined in Clause 1.1) or other agreement or instrument as amended, novated, supplemented, extended, replaced or restated;



 




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		(iv)	the “Lender”, any “Obligor”
or any “Party” shall be construed so as to include its successors in title, permitted assignees and permitted
transferees;



 


		(v)	“control” means the power (whether
by any ownership of social parts, proxy, contract, agency or otherwise) to (i) cast, or control the casting of 100% of the maximum
number of votes that might be cast at a general meeting of a company; or (ii) appoint or remove all, or the majority, of the directors
or other equivalent officers of a company; or (iii) give directions with respect to the operating and financial policies of a
company with which the director or other equivalent officers of a company are obliged to comply; or (iv) holding of 100% of the
issued capital of a company (excluding any part of that issued capital that carries no right to participate beyond a specified
amount in a distribution of either profits or capital);



 


		(vi)	“indebtedness” includes any obligation
(whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;
this includes subordinated indebtedness;



 


		(vii)	a “person” includes any person, firm,
company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate
legal personality) or two or more of the foregoing;



 


		(viii)	a “regulation” includes any regulation,
rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental
or supranational body, agency, department or regulatory, self-regulatory or other authority or organization;



 


		(ix)	a “certified copy” means a copy certified
by a person or persons authorized to represent a relevant entity or certified by a public notary or (at the Lender’s discretion)
a copy certified by an Lender’s employee;



 


		(x)	a provision of law is a reference to that provision as
amended or re-enacted;



 


		(xi)	a time of day is a reference to Warsaw time; and



 


		(xii)	the singular shall include plural and vice versa.



 


		(b)	Section, Clause and Schedule headings are for ease of reference only.



 


		(c)	Unless a contrary indication appears, a term used in any other Finance Document or in any notice
given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.



 


		(d)	An Event of Default is “continuing” if it has not been waived by the Lender.



 


		1.3.	Currency Symbols and Definitions



 


“EUR” means the single currency
unit of the Participating Member States.


 


“PLN” means the lawful currency
unit of the Republic of Poland.


 








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		2.	EXISTING FINANCIAL INDEBTEDNESS



 


		2.1.	Outstanding amounts



 


The Lender and the Borrower confirm that
they are parties to the Facility Agreement and that, in addition to the interest and other amounts payable under the Finance Documents,
the outstanding principal amount of the Existing Financial Indebtedness as of the date of this Agreement is EUR 21,077,662.60
and includes:


 


		(a)	principal
                                         amount of ZP facility equal to EUR 19,973,431,45 (“ZP Facility”);
                                         and



 


		(b)	principal amount
                                         of LS facility equal to EUR 1,104,231.15 (“LS Facility”).



 


		2.2.	Existing Security Documents



 


The Lender and the
Borrower confirm that the security documents listed in Schedule 1 (Existing Security Documents) have been concluded or issued
in connection with the Facility Agreement and that there are no other Security Documents (other than the Security Amendment Documents).


 


		3.	RESTRUCTURING



 


		3.1.	Restructuring



 


The Parties intend
to restructure the Existing Financial Indebtedness by way of (only if applicable):


 


		(a)	acceleration (no extension) of the Facilities;



 


		(b)	implementing 100% cash sweep mechanism;



 


		(c)	sale of shares in the Borrower to the Appointed Shareholder;



 


		(d)	sale of the Properties; and



 


		(e)	partial or full repayment of the Existing Financial
Indebtedness; 



 


hereinafter referred to as “Restructuring”.


 


		3.2.	Other undertakings



 


In order to facilitate
implementation of the Restructuring, the Borrower shall ensure achievement, on the terms set out in this Agreement:


 


		(a)	commercialisation of Zgorzelec Property by way of renegotiation
and rolling over of Occupational Leases expiring in 2016 in accordance with Clause 7.2 (Commercialisation of Zgorzelec Property);



 


		(b)	reduction of operating costs of Zgorzelec Property and
the Borrower that as implemented in the Budgets for 2015 and 2016 agreed with the Lender (Operational Cost Budget for 2016 attached
hereto in Schedule 2); and



 


		(c)	refinement of cash flow to improve liquidity of the
Borrower and marketability of Zgorzelec Property, in particular by improvement of the occupancy of Zgorzelec Property and reduction
of non-refundable costs.



 


		4.	ACCELERATION AND PAYMENTS



 


		4.1.	Acceleration



 


The Parties hereby agree that with the effect
from the date of this Agreement:


 


		(a)	the Facilities, together with interest and all other
amounts accrued or outstanding under the Finance Documents remain overdue and payable; and



 


		(b)	any commitment of the Lender to grant a Loan under the
Facilities shall be cancelled.



 






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DEBT REPAYMENT AGREEMENT


IN RELATION TO THE FINANCING OF ZGORZELEC PLAZA


 





 



 





		4.2.	Cash Sweep


 


		(a)	The Borrower shall, on each Cash Sweep Date, apply 100%
of its Excess Cash towards repayment of the Loan under the Facilities.



 


		(b)	The repayment shall be applied as follows:



 


		(i)	until Leszno Release Date, 80% of each payment will be
applied towards repayment of principal under ZP Facility;



 


		(ii)	until Leszno Release Date, 20% of each payment will be
applied towards repayment of principal under LS Facility; and



 


		(iii)	after Leszno Release Date, 100% of each payment will be
applied towards repayment of principal under ZP Facility.



 


		(c)	The Lender shall be irrevocably authorised to transfer
from the Rent Collection Accounts and from the Current Accounts the amounts referred to in Clause 4.2(a) and (b) above.



 


		4.3.	Sinking Fund



 


		(a)	Until 20th day of each calendar month, the Borrower
shall provide the Lender with calculation of the level of the Sinking Fund required in the following calendar month. For that
purpose, the Lender shall provide the Borrower with the full amount of interest to be accrued in the following calendar month.
The calculation of the Borrower may be corrected by the Lender in case it does not comply with this Agreement or the Budget.



 


		(b)	The Borrower shall ensure (by way of ensuring collection
of sufficient funds in the Accounts and by providing the Lender with transfer instruction to transfer funds from the Accounts
to the Sinking Fund Account (PLN)) that until 25th day of each calendar month, the Sinking Fund Account (PLN) is credited
with the amount of the Sinking Fund required for that calendar month.



 


		(c)	The Lender shall be irrevocably authorised to transfer:



 


		(i)	from the Rent Collection Account to the Sinking Fund Account
(PLN) the amounts necessary to achieve the required level of the Sinking Fund; and



 


		(ii)	from the Sinking fund Account (PLN) to the Sinking Fund
Account (EUR) the amount required to perform the payment referred to in clause 4.3(g) below.



 


		(d)	the Borrower shall request the Lender to release the
funds deposited in the Sinking Fund Accounts as follows:



 


		(iii)	on each Repayment Date, towards repayment of the Loan
under the Facilities in the amount equal to monthly interest accrual under the Facilities (80% to be applied towards the Loan
under the ZP Facility and 20% to be applied towards the Loan under the LS Facility and, after Leszno Release Date, 100% to be
applied towards the Loan under the ZP Facility); and



 


		(iv)	not more frequently than twice a month, to the unblocked
General Account towards payment by the Borrower of the items specified in letters (a) and (c)-(e) of the definition of the Sinking
Fund due and outstanding during that calendar month.



 


		(e)	Each request referred to in letter (d) above is subject
to the approval and/or corrections by the Lender in case it does not comply with this Agreement or the Budget. At a justified
request of the Borrower and subject to this request related cost being reflected in the Budget, the Lender may release funds from
an Account maintained in EUR
        required to cover items specified in letters (a) and (c)-(e) of the definition of the Sinking Fund due and outstanding during that
        calendar month.



  






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DEBT REPAYMENT AGREEMENT


IN RELATION TO THE FINANCING OF ZGORZELEC
PLAZA


 





 



 





		(f)	The
Lender shall apply funds released from the Sinking Fund to the Current Accounts and the Borrower shall apply the released funds
exclusively for the purpose specified in its request and in accordance with the Budget.


 


		(g)	On each Repayment Date the Lender shall be irrevocably
authorised to transfer from the Sinking Fund Account (EUR) the amount equal to monthly interest accrual under the Facilities and
apply it towards repayment of the Loan under the Facilities (80% to be applied towards the Loan under the ZP Facility and 20%
to be applied towards the Loan under the LS Facility and, after Leszno Release Date, 100% to be applied towards the Loan under
the ZP Facility), irrespectively whether the request of the Borrower referred to in Clause 4.3(d) above was delivered to the Lender
or not.



 


		5.	ASSET DISPOSAL PLAN



 


		5.1.	General provisions



 


		(a)	The Borrower and Leszno Plaza shall ensure that the
Properties are sold on the terms and subject to conditions set out in this Agreement and apply net proceeds obtained from the
sale towards repayment of the Secured Obligations. The obligations under this point (a) in regard of Leszno Site shall apply only
until the earlier of: (i) Leszno Release Date; or (ii) the date of delivery of release letter releasing mortgages over Leszno
Site in accordance with Leszno Escrow Agreement.



 


		(b)	During the Term, each party shall promptly notify the
other party of:



 


		(i)	any potential purchasers of any of the Properties approached
by the Lender, the Borrower (or Leszno Plaza) or who approached the Lender, the Borrower (or Leszno Plaza); and



 


		(ii)	any offer received in respect of any of the Properties
(providing with all details of such offers received).



 


		(c)	In the event that:



 


		(i)	by July 30, 2016 the Borrower fails to enter into a letter
of intent or a preliminary purchase agreement in respect of Zgorzelec Property with an investor acceptable to the Lender; or



 


		(ii)	any deadline set out in the Asset Disposal Plan, extended
by additional cure period of 2 months, is not met,



 


then the Lender shall
be permitted to employ, at the Borrower’s cost, the Real Estate Agent. The Real Estate Agent shall be employed pursuant to a triparty
agreement between the Real Estate Agent, the Borrower and the Lender. The Lender shall not be responsible for any decisions or
advice made by the Real Estate Agent concerning any of the Properties.


 


		(d)	The Real Estate Agent shall be responsible for implementation
of the Investment Memorandum, in particular for the sale of the Properties on the terms set out in the Investment Memorandum and
this Agreement.



 


		(e)	The Lender shall be obliged to release mortgages over
the Properties (or part of them that is subject to sale) on the condition that:



 


		(i)	such sale does not violate provisions of this Agreement;



 






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DEBT REPAYMENT AGREEMENT


IN RELATION TO THE FINANCING OF ZGORZELEC PLAZA


 


 



 


		(ii)	terms of the sale ensure that that the sale price is received
or secured prior to execution of the release statement by the Lender;



 


		(iii)	the proceeds of the sale price are paid directly to a
Sinking Fund Account (in case of sale of Zgorzelec Property) or to LS Sinking Fund Account (in case of sale of Leszno Site);



 


		(iv)	the terms of the transaction are otherwise approved by
the Lender,



 


provided that the
mortgage over Leszno Site shall be also released in accordance with Clause 5.4(d) (Sale of shares in the Borrower and Leszno
Release Date) if Leszno Release Conditions are satisfied or the release letter releasing mortgages over Leszno Site have been
delivered in accordance with Leszno Escrow Agreement.


 


		(f)	If Zgorzelec Property or the Properties jointly are
sold by the end of the Term for the minimum net sale price of EUR 15,000,000 the Lender shall be obliged to release Security established
in favour of the Lender to secure Lender’s receivables under Finance Documents.



 


		(g)	If following the sale of the Properties in accordance
with the terms of this Agreement and the Asset Disposal Plan any of the Secured Obligations remain outstanding, the Lender and
the Borrower shall enter into negotiations with view to work out a tax deductible solution for the loss of the outstanding debt
to be written-off by the Lender.



 


		5.2.	Zgorzelec Property



 


		(a)	The Borrower shall sell Zgorzelec Property by the end
of the Term.



 


		(b)	Minimum net asking price for Zgorzelec Property (or
for Zgorzelec Property and Leszno Site jointly) shall not be lower than EUR 15,500,000. The Borrower shall not, without prior
written consent of the Lender, sell Zgorzelec Property (or Zgorzelec Property and Leszno Site jointly) for net sale price lower
than EUR 15,000,000 (as shall be reduced by any net proceeds received from the sale of Leszno Site that have been applied towards
repayment of the Secured Obligations in accordance with Clause 5.3(f) below, if any).



 


		(c)	The Borrower shall ensure that:



 


		(i)	a letter of intent or a preliminary purchase agreement
is executed with potential purchaser of Zgorzelec Property, on the terms and conditions as required under this Agreement, not
later than by September 15, 2016; and



 


		(ii)	the Properties are sold, on the terms and conditions as
required under this Agreement, not later than by December 30, 2016.



 


		(d)	All net proceeds received from the sale of Zgorzelec
Property shall be applied as follows:



 


		(i)	first, EUR 15,000,000 towards repayment of the Secured
Obligations in connection with ZP Facility; and



 


		(ii)	in case there is any surplus over the minimum net asking
price for Zgorzelec Property (or for Zgorzelec Property and Leszno Site jointly) of EUR 15,000,000, then:



 


		(i)	50% of such surplus shall be allocated towards repayment
of ZP Facility and related financing costs;



 






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DEBT REPAYMENT AGREEMENT


IN RELATION TO THE FINANCING OF ZGORZELEC
PLAZA


 





 



 


		(ii)	in case the sale is made prior to Leszno Release Date,
the remaining part of such surplus shall be applied first towards repayment of LS Facility and related financing costs, and in
case the sale is made after to Leszno Release Date, the remaining part of such surplus shall be applied towards repayment of ZP
Facility and related financing costs; and



 


		(iii)	any remaining part of the surplus (if any) shall be
released to the Borrower.



 


		5.3.	Leszno Site



 


		(a)	Until the end of the Term, Leszno Plaza shall be authorised
to sell Leszno Site.



 


		(b)	The Borrower shall (and shall ensure that Leszno Plaza
will) use its best efforts to ensure that the minimum net sale price for Undeveloped Leszno Site shall not be lower than PLN 370
per sq. m. and shall ensure that the Undeveloped Leszno Site is not sold for net sale price lower than PLN 350 per sq. m. without
prior written consent of the Lender.



 


		(c)	The Borrower and Leszno Plaza shall ensure that the Developed Leszno Site maintains at all
                                                                                 times (including after the sale of the Undeveloped Leszno Site) unlimited access to road, utilities and media, which shall be
                                                                                 confirmed by Cushman & Wakefield Polska sp. z o. o. in its valuation report prepared at the cost of the Borrower and
                                                                                 delivered to the Lender prior to the sale of the Undeveloped Leszno Site.



 


		(d)	The Borrower and Leszno Plaza shall use their best efforts
that not later than by the end of June 2016:



 


		(i)	a preliminary purchase agreement for the sale of Leszno
Site is executed by Leszno Plaza and purchaser and copy of it delivered to the Lender; and



 


		(ii)	non-refundable downpayment (zadatek) in minimum
amount of 5% of the gross purchase price is paid by the purchaser to the LS Sinking Fund Account.



 


		(e)	The Borrower and Leszno Plaza shall use its best efforts
that not later than by September 15, 2016:



 


		(i)	a final property purchase agreement is executed for the
sale of Leszno Site is executed by Leszno Plaza and purchaser and copy of it delivered to the Lender; and



 


		(ii)	the remaining portion of the purchase price (outstanding
after payment of the non-refundable downpayment) is paid by the purchaser to the LS Sinking Fund Account.



 


		(f)	The Borrower and Leszno Plaza shall ensure that all
net proceeds received from the sale of Leszno Site shall be applied as follows:



 


		(i)	first, towards payment of maximum 2% of the purchase price
towards gross brokerage fee to be retained by Leszno Plaza;



 


		(ii)	second, towards
                                         sinking fund in the amount of PLN 320,000 to be retained by Leszno Plaza and used to
                                         cover any maintenance costs of Leszno Site (historical costs related to Leszno Site and
                                         future costs related to Developed Leszno Site), hereinafter “LS Sinking Fund”;



 






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DEBT REPAYMENT AGREEMENT


IN RELATION TO THE FINANCING OF ZGORZELEC PLAZA


 





 



 


		(iii)	third, towards repayment of the Secured Obligations, where
80% shall be allocated towards repayment of Zgorzelec Facility and related financing costs and 20% shall be allocated towards
repayment of Leszno Facility and related financing costs;



 


		(iv)	any surplus to be released to Leszno Plaza.



 


The Lender shall be
irrevocably authorised to apply proceeds received from the sale of Leszno Site in accordance with this Clause 5.3(f).


 


		(g)	LS Sinking Fund shall be established prior to the sale
of Leszno Plaza as a no-interest bearing dedicated technical account of the Lender (with no cost to the Borrower) as deposit for
the Secured Obligations (“LS Sinking Fund Account).



 


		(h)	After the LS Sinking Fund is established, the Borrower
and Leszno Plaza shall provide the Lender, on a monthly basis until 25th day of each calendar month, monthly report showing utilisation
of LS Sinking Fund against the Budget and shall ensure that the actual utilisation of LS Sinking Fund is applied solely in accordance
with the Budget and shows no deviation against the Budget in excess of 5%.



 


		(i)	Any deviation in actual utilisation of LS Sinking Fund
against the Budget in excess of 5% or payment of any costs not included in the Budget shall result in:



 


		(i)	an Event of Default; and



 


		(ii)	application by the Lender of any remaining balance of
LS Sinking Fund towards repayment of Leszno Facility and related financing costs, to which the Lender is hereby irrevocably authorised.



 


		(1)	In case of sale of entire Leszno Site and in any case
after Leszno Release Date, the restrictions on using of LS Sinking Fund shall cease to apply and the pledge shall be released
by the Lender.



 


		(k)	This Clause 5.3 (Leszno Site) shall apply only
until the earlier of: (i) Leszno Release Date; or (ii) the date of delivery of release letter releasing mortgages over Leszno Site
in accordance with Leszno Escrow Agreement.



 


		5.4.	Sale of shares in the Borrower and Leszno Release Date



 


		(a)	Subject to prior confirmation by the Lender on the decision
to appoint the Appointed Shareholder as well as subject to a positive due diligence by the Appointed Shareholder, for the Leszno
Site Release Date to occur, the Obligors shall ensure that, not later than September 15, 2016, the following conditions (“Leszno
Release Conditions”) are met:



 


		(i)	all shares in the Borrower, together with all Subordinated
Loans, are sold to a third party appointed and approved by the Lender (the “Appointed Shareholder”) for a price of
EUR 1;



 


		(ii)	the Parent and the Appointed Shareholder will execute
amendments to: (A) the share pledge agreement referred to in letter (c) of Schedule 1 (Existing Security Documents) of
this Agreement; and (B) the security assignment agreement referred to in Clause 17(a)(ii) (Conditions precedent), pursuant
to which the Appointed Shareholder shall assume all obligations and acquire all rights of the Parent under the said agreements;



 






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DEBT REPAYMENT AGREEMENT


IN RELATION TO THE FINANCING OF ZGORZELEC
PLAZA


 





 



 


		(iii)	the Appointed Shareholder will accede to the Subordination
Agreement in the capacity of a Subordinated Lender;



 


		(iv)	principal of LS Facility, however not less than EUR 1,104,231.15,
is repaid from Leszno Deposit (any surplus of Leszno Deposit over outstanding LS Facility to be applied towards ZP Facility).



 


		(b)	The Lender shall:



 


		(i)	promptly confirm to the Borrower occurrence of Leszno
Release Date;



 


		(ii)	subject to no violation of the Cooperation Undertakings,
exercise its best efforts to support acquisition by the Appointed Shareholder of the shares in the Borrower and the Subordinated
Loans for a price of EUR 1 not later than by the Long Stop Date.



 


		(c)	The Obligors undertake to comply with the Cooperation
Undertakings.



 


		(d)	Upon occurrence of the earlier of:



 


		(i)	Leszno Release Date; or



 


		(ii)	the Long Stop Date, but only provided that the Obligors
have complied with the Cooperation Undertakings (other than those referred to in Clause 5.4(a)(i)-(iii)),



 


Leszno Plaza, the
Ultimate Shareholder, the Parent and Plaza Centers Enterprises shall be released, in accordance with the terms and conditions of
Leszno Escrow Agreement, from their obligations under the Security Documents to which they are parties, upon which they should
cease to be Obligors (and cease to be committed in any other way) under any Finance Document. The Lender shall issue and deliver
relevant release letter confirming the said release in accordance with Leszno Escrow Agreement. In case of release in event specified
in Clause 5.4(d)(ii), the Parent shall remain to be a party to the share pledge agreement, the security assignment agreement and
the Subordination Agreement.


 


		(e)	The Obligors shall ensure that not later than July 4,
2016:



 


		(iii)	Leszno Escrow Account is opened; and



 


		(iv)	Leszno Deposit is fully paid to the Leszno Escrow Account.



 


For avoidance of
any doubts, the Obligors confirm that Leszno Deposit shall be made as security for the Security Obligations and in consideration
for release specified in Clause 5.4(d) above, with funds of the Parent or its Affiliate, expressly excluding any funds deposited
or held by the Borrower or which the Borrower would be obliged to return (including under subrogation title).


 


		(f)	Upon Leszno Release Date or on the Long Stop Date, Leszno
Deposit shall be applied as follows:



 


		(i)	first, towards repayment of LS Facility; and



 


		(ii)	second, if any surplus is left, towards repayment of ZP
Facility, in accordance with the terms and conditions of Leszno Escrow Agreement.



 


		(g)	Upon Acquisition of the shares in the Borrower, the
Appointed Shareholder shall become an Obligor, a Parent and a Subordinated Lender under the Facility Agreement and the Parent shall
cease to be a Parent and a Subordinated Lender under all Finance Documents.



 






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DEBT REPAYMENT AGREEMENT


IN RELATION TO THE FINANCING OF ZGORZELEC PLAZA


 





 



 


		(h)	If on or before September 15, 2016:



 


		(i)	Leszno Release Date does not occur; and



 


		(ii)	the Borrower fails to enter into a letter of intent or
a preliminary purchase agreement in respect of Zgorzelec Property with an investor acceptable to the Lender,



 


then:


 


		(iii)	at the request of the Lender the Borrower shall appoint
manager of Zgorzelec Property chosen by the Lender;



 


		(iv)	the Lender shall have the right to appoint manager of
Zgorzelec Property;



 


		(v)	current administrator of the Property and management board of Zgorzelec Plaza shall withdraw
                                                                               from management of the Property (while liability of the management board towards the Lender which may result as a consequence
                                                                               of decisions taken by the appointed manager within ordinary scope of management shall be excluded  – to which the
                                                                               management board members signed under this Agreement agree) and shall ensure that the manager of the Property referred to in
                                                                               point (iii) or (iv) has full access to the Property, in particular they shall not obstruct management of the Property by that
                                                                               appointed manager;



 


		(vi)	remuneration to the management board of the Borrower shall be immediately limited to PLN
                                                                                equivalent of EUR 1000 monthly and their liability towards the Lender which may result as a consequence of decisions taken by
                                                                                the appointed manager within ordinary scope of management shall be excluded – to which the management board members
                                                                                signed under this Agreement agree (this should override any contrary terms of the Budget); and



 


		(vii)	the Parties will immediately enter into good faith negotiations
to agree on the terms and conditions of a restructuring action plan in respect of the Secured Obligations and transfer of shares
in the Borrower (together with Subordinated Loans) to the Appointed Shareholder, whereas the negotiations shall be finished and
completed by December 31, 2016.



 


		(i)	The Parties intend that until December 31, 2016 the
Parent shall cease to remain shareholder of the Borrower. In order to achieve this, prior to December 31, 2016, the Lender shall,
subject to no violation of the Cooperation Undertakings, exercise its best efforts to support acquisition by the Appointed Shareholder
of the shares in the Borrower and the Subordinated Loans for a price of EUR 1.



 


		(j)	If on or before September 15, 2016 Leszno Release Date
does not occur due to any purposeful misconduct, omission or obstruction by an Obligor and/or any of the Cooperation Undertakings
is violated by an Obligor, the Guarantor shall promptly pay to the Lender a fee in the fixed amount of EUR 100,000 as agreed fixed
reimbursement of efforts, costs and expenses related to negotiations and performance of this Agreement, including efforts, costs
and expenses of the Appointed Shareholder related to acquisition of Borrower’s shares.



 






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DEBT REPAYMENT AGREEMENT


IN RELATION TO THE FINANCING OF ZGORZELEC
PLAZA


 





 



 


		6.	DISTRUBUTIONS



 


		6.1.	Prohibition on payments



 


Subject to Clause
6.2 (Exceptions), the Borrower cannot pay, make or declare a dividend, redeem its shares or make any other distribution
in respect of any of its financial years or repay any loan or to make any other payment to its Parent or Affiliate without the
prior written consent of the Lender.


 


		6.2.	Exceptions



 


Under the 2015 and
2016 Operational Cost Budget - Wages and Management line, but only as long as and for the actual period the Parent remains
the sole shareholder of the Borrower, the Borrower can pay fees to the Managing Agent under the Management Agreement and to the
Ultimate Shareholder (subject to the cost being reflected in the Budget), including brokerage fee for successful sale of Zgorzelec
Property (in case the sale was purely arranged by Managing Agent without involvement of any sales agent (including the Real Estate
Agent)), up to the higher of:


 


		(a)	PLN 700,000 for 2015 (excluding site team costs (i.e.
remuneration of the shopping mall manager and his assistant); and



 


		(b)	PLN 633,944.34 for 2016 (as per Schedule 2 hereto), 



 


provided that:


 


		(c)	if the sale of Zgorzelec Property is not arranged by
the Managing Agent, in particular if it is arranged by an external sales agent (including the Real Estate Agent) of the Borrower,
then the limit specified above shall not include the amount of brokerage fee;



 


		(d)	as long as the Budget for given year is not reviewed
by the Budget Financial Monitor and approved by the Lender, the limit set out in Clause 6.2 shall apply; after the Budget is approved
by the Lender, reconciliation from the beginning of the relevant year should be permitted subject to lack of negative impact on
the liquidity and cash flow of the Borrower and further provided that the Excess Cash subject to cash made pursuant to Clause
4.2(a) on a given Cash Sweep Date is not lower (after taking into account the proposed reconciliation amount) than the interest
service for given month;



 


		(e)	no Independent External Management Agent is appointed
pursuant to Clause 7.3 (Independent External Management Agent) nor external manager is appointed pursuant to Clause 5.4(h),
however only subject to the period following the appointment of the External Management Agent or external manager; and



 


		(f)	no new Event of Default has occurred after the date
of this Agreement and is continuing.



 


In addition, as long as the Parent remains
the sole shareholder of the Borrower, the Borrower may pay fees for bookkeeping to any service provided employed by the Parent
up to the limits specified in the Budget approved by the Lender.


 


		7.	ASSET COMMERCIALISATION AND MANAGEMENT OF THE PROPERTIES



 


		7.1.	Lease criteria



 


		(a)	The Borrower shall ensure that any lease agreement concluded
in respect of Zgorzelec Property meets criteria set out in the Facility Agreement, in particular in Clause 21.31 (Occupational
Leases).



 






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IN RELATION TO THE FINANCING OF ZGORZELEC PLAZA


 





 



 


		(b)	Structure of each new lease agreement (terms and conditions
related to termination, triple-net, currency, security, rent) to be concluded in respect of Zgorzelec Property after the date
of this Agreement shall be subject to Lender’s approval. Unless the Lender notifies to the Borrower with the Lender’s
comments or questions to the Borrower’s request for such approval within 5 Business Days following the receipt of request
for such approval, the new lease agreement shall be deemed approved by the Lender.



 


		7.2.	Commertialisation of Zgorzelec Property



 


The Borrower shall
use its best efforts that not later than at the maturity the term of all Occupational Leases expiring in 2016 are rolled over for
new terms not shorter than their original terms.


 


		7.3.	Independent External Management Agent



 


In case of any of the following:


 


		(c)	the Management Agreement is terminated, repudiated or
ceases to be effective;



 


		(d)	the Budget approved by the Lender is exceeded by more
than 10% calculated on the quarterly basis as per the annual Budget (any excess to be compensated with lower use of the budget
in the following periods); or



 


		(e)	the Borrower violates provisions of Clause 6 (Distributions),



 


the Borrower shall
be obliged to employ, at its own cost, the Independent External Management Agent appointed by the Lender. Such Independent External
Management Agent shall be employed pursuant to a triparty agreement between the Independent External Management Agent, the Borrower
and the Lender (the “External Management Agreement”). The Lender and the Borrower shall not be responsible for
any decisions or advice made by the Independent External Management Agent concerning Zgorzelec Property.


 


		7.4.	Payment of Operating Costs and other expenditures



 


		(a)	All Operating Costs in respect of the Properties shall
be paid by the Borrower in accordance with the Budget approved by the Lender and in line with the positions specified in Schedule
2 (Budget for 2016).



 


		(b)	Irrespective whether they are included or not in the
Budget, any fit-outs, tenant incentives and capital expenditures require prior approval of the Lender. Unless the Lender notifies
to the Borrower its comments or questions to its request for such approval within 5 Business Days, the request shall be deemed
approved by the Lender.



 


		(c)	The Borrower shall execute all its foreign currency
transactions with the Lender.



 


		(d)	The Borrower shall not enter into any hedging or other
treasury transactions without prior written consent of the Lender.



 


		7.5.	Reporting obligations



 


		(a)	The Borrower shall provide the Lender, on bi-weekly
basis, with reports on realisation of the Budget. Such reports shall include actual costs and expenditures of the Borrower against
the Budget.



 






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DEBT
REPAYMENT AGREEMENT


IN
RELATION TO THE FINANCING OF ZGORZELEC PLAZA


 





 



 


	(b)	The Borrower shall provide the Lender, on monthly basis
not later than until 25th day of each subsequent calendar month, with a monthly report for each previous calendar month, containing:




 


	 	(i)	Borrower’s actual profit and loss performance against
the Budget;
	 	 	 
		(ii)	amount
                                         and quality (age and any overdue amounts) of Borrower’s receivables and liabilities;
                                         and
	 	 	 
		(iii)	progress
                                         report on the commercialisation of Zgorzelec Property and sale of the Properties.



 


	(c)	The Borrower shall provide the Lender, not later than
6 months following end of each year, with audited, individual or consolidated financial statements of the Parent and the Ultimate
Shareholder.




 


	8.	INTEREST




 


	8.1.	Calculation of interest




 


The
rate of interest applicable to a Loan under Facility, from time to time for each Interest Period is the percentage rate per annum
which is the aggregate of the applicable:


 


	 	(a)	Margin; and
	 	 	 
	 	(b)	EURIBOR.




 


	8.2.	Payment of interest




 


The
interest shall accrue during the Term and shall be payable in full on the last day of the Term.


 


	9.	INTEREST PERIODS




 


	9.1.	Interest Periods




 


The
period for which a Loan under Facility is outstanding shall be divided into successive three month Interest Periods.


 


	9.2.	Changes to Interest Periods




 


The
Lender and the Borrower may enter into such other arrangements as they may agree for the determination and adjustment of Interest
Periods.


 


	9.3.	Non-Business Days




 


If
an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the first
preceding Business Day.


 


	10.	FEES, COSTS AND EXPENSES




 


	10.1.	Bank Guarantee Fund fee




 


The
Borrower shall, within 3 (three) Business Days of demand, reimburse the Lender for all amounts evidenced as paid by a Lender in
connection with the Loans to the Bank Guarantee Fund, the European Central Bank or any similar regulatory authority.


 






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	10.2.	Transaction costs and expenses




 


	 	(a)	The Borrower shall promptly on demand pay the Lender
or cover the amount of all documented costs and expenses by direct payment of invoices issued by relevant third parties or the
Lender (i.e. registration, notarization, translation fees and costs and agreed
with the Borrower advisory fees and costs, and all other documented expenses incurred by the Lender (and value added tax thereon))
in connection with the negotiation, preparation, printing, execution, and perfection of:



 


		(i)	this
                                         Agreement and any other documents referred to in this Agreement and the Security Amendment
                                         Documents; and
	 	 	 
	 	(ii)	any other Finance Documents executed after the date
of this Agreement, on the terms agreed in separate engagement letter(s) (if applicable).




 


	 	(b)	The Borrower shall directly cover or promptly on demand
pay the Lender the amount of all agreed documented costs and expenses incurred in respect of the Restructuring (on the terms agreed
in separate engagement letter(if applicable)):




 


		(i)	for
                                         works and assistance of the Budget Financial Monitor in connection with reviewing of
                                         the Budget for 2015 and 2016 once;
	 	 	 
		(ii)	for
                                         works and assistance of the Real Estate Agent;
	 	 	 
		(iii)	for
                                         works of the Lender’s Legal Advisor in connection with the Restructuring, including preparation
                                         of the Legal Report, this Agreement and the Security Amendment Documents and issuing
                                         legal opinions contemplated under this Agreement; and
	 	 	 
	 	(iv)	translation costs and expenses.




 


	10.3.	Enforcement and preservation costs




 


The
Borrower shall, within five days of demand, pay to the Lender the amount of all documented costs and expenses (including but not
limited to legal fees) incurred by the Lender in connection with the enforcement of, or the preservation of any rights under,
any Finance Document and the Transaction Security and any proceedings instituted by or against the Lender as a consequence of
taking or holding the Transaction Security or enforcing these rights.


 


	11.	REPRESENTATIONS




 


The
Borrower makes the representations and warranties set out in this Clause 11 to the Lender.


 


	11.1.	Status




 


		(a)	It
                                         is a limited liability company duly organised and existing under the laws of the Republic
                                         of Poland.
	 	 	 
		(b)	It
                                         has the power to own its assets and carry on its business as it is presently being conducted.



 


	11.2.	Binding obligations




 


Subject
to due registration of each Finance Document creating registrable security in accordance with the relevant laws, the obligations
expressed to be assumed in each Finance Document by it and any other party thereto, are legal, valid, binding and enforceable
obligations; and in each Security Document, validly create a first ranking Security of the type described, and over the assets
to which it is expressed to apply, in the relevant Security Document and accurately evidences that Security.


 


	11.3.	Non-conflict with other obligations




 






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The
entry into and performance by each Obligor of, and the transactions contemplated by, the Finance Documents to which it is a party
do not and shall not conflict with:


 


		(a)	any
                                         law or regulation applicable to it;
	 	 	 
		(b)	its
                                         Constitutional Documents; or
	 	 	 
		(c)	any
                                         agreement or instrument binding upon it or any of its assets.



 


	11.4.	Power and authority




 


		(a)	Each
                                         Obligor has the power to enter into, perform and deliver, and has taken all necessary
                                         action to authorise its entry into, performance and delivery of, the Finance Documents
                                         to which it is a Party and the transactions contemplated by those Finance Documents and
                                         to implement the Restructuring.
	 	 	 
		(b)	No
                                         limit on any Obligor’s powers will be exceeded as a result of the borrowing, grant of
                                         Security or giving of guarantees or indemnities contemplated by the Finance Documents
                                         to which it is a party.



 


	11.5.	Validity and admissibility in evidence




 


All
Authorisations required:


 


		(a)	to
                                         carry on its business activity;
	 	 	 
		(b)	to
                                         enable each Obligor to lawfully enter into, exercise its rights and comply with its obligations
                                         in the Finance Documents to which it is a Party; and
	 	 	 
		(c)	to
                                         make the Finance Documents to which each Obligor is a party admissible in evidence in
                                         its jurisdiction of incorporation,



 


have
been obtained or effected and are in full force and effect.


 


	11.6.	Deduction of Tax




 


No
Obligor is required under the laws of Poland or to the best of its knowledge elsewhere to make any deduction or withholding for
or on account of Tax from any payment it may make under any Finance Document.


 


	11.7.	No filing or stamp taxes




 


Under
the laws of Poland, it is not necessary that any of the Finance Documents be filed, recorded or enrolled with any court or
other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Finance
Documents, except for:


 


		(a)	the
                                         registration of mortgages in the relevant land and mortgage books (and the tax on civil
                                         law transactions payable in respect thereof); and
	 	 	 
		(b)	the
                                         registration of registered pledges in the register of registered pledges.



 


	11.8.	No misleading information




 


	 	(a)	Any factual information provided by the Borrower, either
on its behalf or on behalf of each Obligor:




 


		(i)	to
                                         the Lender in relation to the Restructuring and any of the Finance Documents;
	 	 	 
		(ii)	to
                                         the Lender’s Legal Advisors in connection with the Restructuring, including preparation
                                         of the Legal Report, this Agreement and the Security Amendment Documents
and issuing legal opinions contemplated under this Agreement; and



 






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		(iii)	to
                                         the Budget Financial Monitor in connection with reviewing of the Budget and preparation
                                         of the reports contemplated under this Agreement;
	 	 	 
		(iv)	to
                                         the Real Estate Agent in relation to the Properties; and
	 	 	 
		(v)	any
                                         other advisors preparing any opinion, advice or report in connection with the Restructuring
                                         addressed to the Lender or which can be relied upon by the Lender, is, in each case,
                                         true, complete and accurate in all material respects as at the date it was given and
                                         is not misleading in any material respect.



 


		(b)	To
                                         the best of the Borrower’s knowledge (after having made due inquiry and verification),
                                         any opinions, forecasts and projections made by or on behalf of each Obligor and provided
                                         to the Lender have been prepared as at their date, on the basis of recent historical
                                         information, and on assumptions believed by an Obligor to be fair and reasonable.
	 	 	 
		(c)	To
                                         the best of the Borrower’s knowledge (after having made due inquiry and verification),
                                         no Obligor knowingly withheld or any information which if disclosed may be expected to
                                         adversely affect the decision of the Lender considering whether or not to approve the
                                         Restructuring.



 


	11.9.	Budget




 


The
Budget:


 


		(a)	is
                                         based on assumptions and information as to all legal and factual matters which is reasonable
                                         and reliable, true and accurate; and
	 	 	 
		(b)	does
                                         not omit any fact or circumstance known to the Borrower, the omission of which the Borrower
                                         knows or should know, renders the Budget inaccurate or misleading in any material respect.



 


	11.10.	Title to assets




 


Except
as disclosed in this Agreement:


 


		(a)	The
                                         Borrower is under the control of the Parent and the Parent owns directly 100% of the
                                         shares of the Borrower.
	 	 	 
		(b)	The
                                         Borrower is the sole and only owner of Zgorzelec Property.
	 	 	 
		(c)	Leszno
                                         Plaza is the sole and only holder of perpetual usufruct right to the Leszno Site the
                                         sole owner of building located on the Developed Leszno Site.



 


	11.11.	Repetition




 


The
Repeating Representations set out in this Clause 11 shall be deemed to be repeated by the Borrower and by Leszno Site by reference
to the facts and circumstances then existing on the date of this Agreement and on the first day of each Interest Period.


 


	12.	EVENTS OF DEFAULT




 


In
addition to the events or circumstances set out in Clause 22 (Events of Default) of the Facility Agreement, each of the
events or circumstances set out in this Clause 12 is an Event of Default.


 






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	12.1.	Non-payment




 


An
Obligor fails to pay any sum due from it under any Finance Document at the time, in the currency and in the manner specified in
any Finance Document unless:


 


	 	(a)	such failure to pay is caused by administrative or technical
error, and
	 	 	 
	 	(b)	such payment is
made within 2 Business Days of its due date.




 


	12.2.	Misrepresentation




 


Any
representation or statement made by the Borrower in any Finance Document or in any notice or other document, certificate or statement
delivered by it or on its behalf pursuant hereto or in connection herewith is or proves to have been incorrect or misleading in
any material respect when made or deemed to be made.


 


	12.3.	Asset Disposal Plan




 


Any
requirement of the Asset Disposal Plan is not satisfied within deadlines provided therein.


 


	12.4.	Other obligations




 


An
Obligor does not comply with any provision of this Agreement or any of the Finance Documents.


 


	12.5.	Management Agreement and External Management Agreement




 


The
Management Agreement or the External Management Agreement is amended or terminated without prior written consent of the Lender
(such consent not to be unreasonably withheld in case the proposed amendment does not violate the Finance Documents and does not
have negative impact on the Budget).


 


	12.6.	Creditors’ process




 


		(a)	Subject
                                         to Clause 12.6(b) below, any attachment, sequestration, distress or execution affects
                                         any assets of the Borrower or Leszno Plaza



 


		(b)	Any
                                         attachment or seizure in excess of PLN 50,000 affects any Current Account of the Borrower.



 


		12.7.	Compulsory
purchase



 


Any
part or interest of the Borrower or Leszno Plaza in the Properties is compulsorily purchased or is otherwise nationalised or otherwise
expropriated.


 


		12.8.	Disposal



 


Any
of the Properties or any part thereof is disposed by the Borrower or Leszno Plaza without prior written consent of the Lender.


 


		12.9.	Change
in ownership or control



 


		(a)	The
Parent ceases to own 100% of the shares in the Borrower otherwise than with the prior written consent of the Lender.
	 	 	 
		(b)	The
Ultimate Shareholder ceases to own 100% of the shares in Leszno Plaza otherwise than with the prior written consent of the Lender.



 


		12.10.	Insolvency
and Rescheduling



 


		(a)	The
Borrower is unable or admits inability to pay its debts as they fall due, suspends making payments of any of its debts.






 




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		(b)	The
Borrower commences negotiations (other than in ordinary course of its business) with any one or more of its creditors with a view
to rescheduling any of its indebtedness.



 


		(c)	A
moratorium or an analogous procedure is declared in respect of any indebtedness of the Borrower.



 


		12.11.	Insolvency
Proceedings



 


Any
corporate action, legal proceedings or other procedure or step is taken in relation to:


 


		(a)	the
suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of
voluntary arrangement, scheme of arrangement or otherwise) of the Borrower;



 


		(b)	a
composition, compromise or arrangement with any creditor of the Borrower in respect of its debts;



 


		(c)	the
appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in
respect of the Borrower or their assets; or



 


		(d)	any
analogous procedure or step is taken in any jurisdiction.



 


		12.12.	Cross default



 


Any
Event of Default under this Agreement shall constitute an Event of Default under the Facility Agreement.


 


		12.13.	Consequences
of an Event of Default



 


On
and at any time after the occurrence of an Event of Default which is continuing, the Lender may by notice to the Borrower, without
prejudice to any of its rights and remedies under the Facility Agreement:


 


		(a)	subject
                                         to 30 days’ notice period (or, in case of an Event of Default specified in Clause 12.10
                                         (Insolvency and Rescheduling) or in clause 12.11 (Insolvency Proceedings),
                                         7 days’ notice period), terminate this Agreement;



 


		(b)	request
                                         the Borrower to present a plan for the remedying of the Event of Default within a specified
                                         period of time; and/or



 


		(c)	request
                                         the Borrower to take specific action, assume specific obligation or institute specific
                                         procedures.



 


		12.14.	Withheld
enforcement



 


The
Lender will refrain from any enforcement actions under the Security Documents (other than obtaining enforceability clause on the
new submission to execution delivered by the Borrower in accordance with Clause 17.2(a)(i) below) as long as:


 


		(a)	the
Borrower complies with all provisions of Clause 5 (Disposal Plan) and Clause 7 (Asset Commercialisation and Management
of the Properties); and



 


		(b)	no
                                         new Event of Default has occurred after the date of this Agreement.



 


		13.	ASSIGNMENTS
AND TRANSFERS BY THE LENDER



 


The Lender may:


 


		(a)	assign
any of its rights; or



 






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		(b)	transfer,
or otherwise dispose of, any of its rights and obligations, under this Agreement and the Security Amendment Documents (including
any Security created under the Finance Documents) to another reputable bank or financial institution which is regularly engaged
in making, purchasing or investing in loans, securities or other financial assets, or, if the Loan has been terminated and accelerated,
to any person.



 


		14.	CHANGES
TO THE OBLIGORS



 


The
Borrower may not assign any of its rights or transfer any of its rights or obligations under this Agreement.


 


		15.	DISCLOSURE
OF INFORMATION



 


The
Lender may disclose the Confidential Information to:


 


		(a)	any
                                         of its Affiliates



 


		(b)	to
                                         (or through) whom it assigns transfers or disposes of (or may potentially assign, transfer
                                         or dispose of) all or any of its rights and obligations under the Finance Documents;



 


		(c)	with
                                         (or through) whom it enters into (or may potentially enter into) any sub-participation
                                         in relation to, or any other transaction under which payments are to be made by reference
                                         to, the Finance Documents any Obligor and any party to the Finance Documents;



 


		(d)	to
                                         whom, and to the extent that, information is required to be disclosed by any applicable
                                         law or regulation;



 


		(e)	to
                                         potential purchasers of the Properties or any part of them;



 


		(f)	to
                                         the Budget Project Monitor, the Real Estate Agent, the Lender’s Legal Advisor or any
                                         of their successors or any entity replacing them.



 


		16.	NOTICES



 


Any
communication to be made under or in connection with this Agreement shall be made in accordance with Clause 32 (Notices) of
the Facility Agreement.


 


		17.	ENTRY
INTO EFFECT



 


		17.1.	Effective
Date



 


This
Agreement shall enter into effect on the Effective Date.


 


		17.2.	Conditions
precedent



 


As
a condition to the Effective Date, however not later than July 4, 2016, the Borrower shall deliver to the Lender (or ensure and
support that it is delivered to the Lender), in the form and substance satisfactory to it:


 


		(a)	the
                                         following amendments or new Security Documents (the “Security Amendment Documents”):



 


		(i)	new
                                         Submission to Execution executed by the Borrower pursuant to article 777 of the Code
                                         of Civil Procedure;
	 	 	 
		(ii)	security
                                         assignment agreement executed by each Subordinated Lender and the Lender pursuant to
                                         which each Subordinated Lender:



 






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		(i)	discloses
                                         and confirms all Subordinated Loans made to the Borrower; and



 


		(ii)	unconditionally
                                         assigns to the Lender, by way of security, its monetary receivables under the Subordinated
                                         Loans;



 


		(iii)	new
                                         power of attorney to the Accounts together with instruction to block the Accounts, except
                                         General Account which shall be unblocked as long as no new Default has occurred after
                                         the date of this Agreement;



 


		(b)	a
current copy of the Constitutional Documents of each Obligor, certified by an in- house legal counsel of that Obligor to be true,
complete and up to date;



 


		(c)	to
the extent required by applicable law or corporate documents of the Obligors, a copy of a binding and valid resolution or resolutions
of the shareholders and management board / directors of each Obligor being party to this Agreement or to a Security Amendment
Document, approving the terms and authorizing the execution of execution this Agreement or to a Security Amendment Document to
which such Obligor is a party;



 


		(d)	a
                                         legal opinion of the Lender’s Legal Adviser confirming that this Agreement and the Security
                                         Amendment Documents governed by Polish law, if being duly executed, are valid, binding
                                         and enforceable;



 


		(e)	a
                                         new valuation report to be drafted by an appraiser appointed and instructed by the Lender
                                         or an update of the most recent valuation report accepted by the Lender and drafted by
                                         an appraiser appointed by the Lender — for both any cost and/ or fees to be borne
                                         by the Borrower;



 


		(f)	financial
                                         accounts of the Borrower for 2015 (including the auditor’s report if/ when available),
                                         Q1 2016 (Balance Sheet and Profit & Loss Account),



 


		(g)	current
rent roll with detailed information on the ongoing commercialization process (vacant spaces, any potential new tenants and lease
terms achievable, forecast for rolling over the lease contracts expiring in 2016);



 


		(h)	the
                                         Asset Disposal Plan;



 


		(i)	each
                                         power of attorney referred to in Clause 5.1(c) (General provisions) of this Agreement;



 


		(j)	evidence
                                         that the Sinking Fund Accounts have been opened and have no negative balance.



 


		17.3.	Not
later than July 8, 2016, the Borrower shall deliver to the Lender (or ensure and support that it is delivered to the Lender),
in the form and substance satisfactory to it, a legal opinion of legal advisors to the Borrower as to the laws of Poland, addressed
to the Lender confirming their status, capacity and that this Agreement and the Security Amendment Documents to which it is a
party have been duly executed and authorised by it.



 


		17.4.	Not
later than July 8, 2016, the Borrower shall deliver to the Lender (or ensure and support that it is delivered to the Lender),
in the form and substance satisfactory to it, a legal opinion of legal advisors to any Obligor incorporated under laws other than
Polish law, as to the laws of its incorporation, addressed to the Lender confirming its status, capacity and that the Security
Amendment Documents to which it is a party have been duly executed and authorised by it.



 






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		18.	PARTIAL
INVALIDITY



 


If,
at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law
of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or
enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired.


 


		19.	FINANCE
DOCUMENTS AND RELATION TO THE FINANCE DOCUMENTS



 


		19.1.	This
Agreement and each Security Amendment Document shall constitute a Finance Documents within the meaning of the Facility Agreement.



 


		19.2.	Each
Security Amendment Document shall constitute a Security Documents within the meaning of the Facility Agreement.



 


		19.3.	The
Facility Agreement (including affirmative and negative covenants) and the Existing Security Documents shall continue to be in
full force and effect to the extent not amendment or replaced by this Agreement or the Security Amendment Documents.



 


		19.4.	In
case of conflict of between the provisions of the Facility Agreement and this Agreement, this Agreement shall prevail.



 


		19.5.	Clauses
12 (Tax Gross Up and Indemnities), 13 (Increased Costs), 14 (Other Indemnities), 25 (Administration), 26
(Set-Off), 27 (Calculation and Certificates) shall apply mutas mutandis to this Agreement.



 


		20.	AMENDMENTS
AND WAIVERS



 


Any
term of this Agreement may be amended or waived only in writing by all Parties to it.


 


		21.	COUNTERPARTS



 


Each
Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts
were on a single copy of the Finance Documents.


 


		22.	GOVERNING
LAW



 


This
Agreement is governed by Polish law.


 


		23.	JURISDICTION



 


Any
dispute (a “Dispute”) arising out of or in connection with this Agreement, including a dispute relating to non-contractual
obligations arising from or in connection with this Agreement or any question regarding its existence, validity, or termination
in respect of which an amicable settlement has not been reached, shall be finally settled by the courts having jurisdiction over
Śródmieście district of the capital city of Warsaw. The court referred to in this Clause 23 shall have exclusive jurisdiction in
the context of any Dispute.


 






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SCHEDULE
1


EXISTING
SECURITY DOCUMENTS


 


		(a)	Statement
of the Borrower on establishment of capped mortgages, dated November 5, 2008, in the form of notarial deed (Repertory A No. 5128/2008
made before Agnieszka Kacprzycka - the notary in Warsaw); as amended by the statement of the Borrower on the change of the capped
mortgages, dated August 5, 2009, in the form of notarial deed (Repertory A No. 4159/2009 made before Joianta Niedziela - the notary
in Warsaw).



 


		(b)	Statement
of Leszno Plaza sp. z o. o., having its registered office in Warsaw, at 7 TaSmowa Street, 02-677 Warsaw (“Leszno Plaza”)
on establishment of mortgage (oświadczenie o ustanowieniu hipoteki), dated May 21, 2012, pursuant to which Leszno Plaza
granted mortgage in favour of the Lender, in form of a notarial deed under Rep. A no. 2962/2012, as amended by the statement of
Leszno Plaza on changing of a mortgage (oświadczenie o zmianie hipoteki), dated July 20, 2012, in form of a notarial
deed under Rep. A no. 4379/2012 and by the statement of Leszno Plaza on changing of a mortgage (oświadczenie o zmianie hipoteki),
dated January 30, 2013, in form of a notarial deed under Rep. A no. 684/2013.



 


		(c)	The
agreement on establishment of the registered and financial pledges over shares in the share capital of the Borrower concluded
on November 5, 2008, between the Lender, the Ultimate Shareholder and the Lender, amended by annex no. 1 dated July 2, 2009, annex
no. 2 dated May 21, 2012 and annex no. 3 dated August 2, 2012 (pursuant to which the Parent acceded to the share pledge agreement
and the Ultimate Shareholder was released from the share pledge agreement), together with related power of attorney.



 


		(d)	Subordination
agreement concluded on November 5, 2008, between the Lender, the Borrower, the Ultimate Shareholder and PLAZA CENTERS ENTERPRISES
B.V., having its registered office in Amsterdam, at Amstelveen, at Oostelijk Halfrond 98, 1183GC Amstelveen, the Netherlands,
registered in the Chamber of Commerce for Amsterdam under number 34281588, as amended by annex no. 1 dated May 21, 2012 and annex
no. 2 dated August 2, 2012 pursuant to which the Parent acceded to the subordination agreement).



 


		(e)	The
guarantee agreement concluded on May 21, 2012, between the Lender, the Borrower and the Ultimate Shareholder, as amended by annex
no. 1 dated August 2, 2012 (pursuant to which the Parent acceded to the guarantee agreement).



 


		(f)	Statement
of the Parent on voluntary submission to execution included in the notarial deed dated August 29, 2012 made before notary public
Agnieszka Kacprzycka under Rep. A no. 5188/2012.



 


		(g)	The
agreement on establishment of registered and financial pledges over bank accounts’ rights concluded on November 5, 2008 between
the Lender and the Borrower, as amendment by annex no. 1 dated July 2, 2009 and annex no. 2 dated May 21, 2012,



 


		(h)	The
following powers of attorney to accounts granted by the Borrower to the Lender: dated November 5, 2008 and dated July 2, 2009.



 


		(i)	The
security assignment agreement concluded on November 5, 2008 between the Lender and the Borrower, as amended by annex no. 1 dated
May 21, 2012.



 


		(j)	The
guarantee agreement, dated November 5, 2008, concluded between Lender, the Ultimate Shareholder and the Borrower.



 






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IN RELATION TO THE FINANCING OF ZGORZELEC PLAZA


 


 






 



	 	(k)	The voluntary submission to enforcement of the Ultimate Shareholder in favour of the Lender, dated July 2, 2009, made in
    the form of notarial deed (Repertory A No. 2745/2009 made before Agnieszka Kacprzycka — the notary in Warsaw).
	 	 	 
	 	(1)	Statement on the voluntary submission to execution of the Borrower in favour of the Lender, dated November 5, 2008,
    issued pursuant to article 97 of the banking law
	 	 	 
	 	(m)	Statement on the voluntary submission to execution of the Borrower in favour of the Lender, dated
July 2, 2009, issued pursuant to article 97 of the banking law.
	 	 	 
	 	(n)	Commitment agreement, dated August 5, 2009, between the Borrower and the Lender, in the form of
notarial deed (Repertory A No. 4163/2009 made before Jolanta Niedziela — the notary in Warsaw).











 






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DEBT REPAYMENT AGREEMENT


IN RELATION TO THE FINANCING OF ZGORZELEC PLAZA


 


 






 










SCHEDULE 2 


OPERATIONAL COST BUDGET FOR 2016




 


 






    	 	Page 32 of 35



     


    

  


DEBT REPAYMENT AGREEMENT


IN RELATION TO THE FINANCING OF ZGORZELEC PLAZA


 


 






 



IN WITNESS WHEREOF, the
undersigned have executed and delivered this Agreement on the date first written.


  


	BANK ZACHODNI WBK S.A.	 
	 	 	 
	By:	 	 
	Name:	 	 
	Position:	 	 
	Date:	 	 
	 	 	 
	By:	 	 
	Name:	 	 
	Position:	 	 
	Date:	 	 
	 	 	 
	For and on behalf of ZGORZELEC PLAZA SP. Z O. O.



	 
	By:	/s/ Dori Keren	 
	Name:	Dori Keren	 
	Position:	Management Board Member	 
	Date:	June 28, 2016	 
	 	 	 
	 	 	 
	By:	/s/ Joanna Jasinska	 
	Name:	Joanna Jasinska	 
	Position:	Management Board Member	 
	Date:
	June 28, 2016	 





 


 



    	 	Page 33 of 35



     


    

 


DEBT REPAYMENT AGREEMENT


IN RELATION TO THE FINANCING OF ZGORZELEC PLAZA


 


 






 



For and on behalf of LESZNO PLAZA SP. Z O. O


 





	By:	/s/ Dori Keren	 
	Name:	Dori Keren	 
	Position:	Management Board Member	 
	Date:	June 28, 2016	 
	 	 	 
	 	 	 
	By:	/s/
    Karina Zientek	 
	Name:	
    Karina Zientek	 
	Position:	Management Board Member	 
	Date:	June 28, 2016	 
	 	 	 
	For
                                         and on behalf of PLAZA CENTERS N.V.



	 
	By:	/s/ Dori Keren	 
	Name:	Dori Keren	 
	Position:	Attorney-in-fact	 
	Date:	June 28, 2016	 
	 	 	 
	For
                                         and on behalf of PLAZA CENTERS ENTERPRISES B.V.



	 	 	 
	By:	/s/ Dori Keren	 
	Name:	Dori Keren	 
	Position:	Attorney-in-fact	 
	Date:	June 28, 2016	 
	 	 	 
	For
                                         and on behalf of PLAZA CENTERS POLISH OPERATIONS B.V.








 


	By:	/s/ Dori Keren	 
	Name:	Dori Keren	 
	Position:	Attorney-in-fact	 
	Date:	June 28, 2016	 



 






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DEBT REPAYMENT AGREEMENT


IN RELATION TO THE FINANCING OF ZGORZELEC PLAZA


 


 






 



For and on behalf of management board members of the Borrower, we accept Clause 5.4(h)(vi).


 


	By:	/s/ Dori Keren	 
	Name:	Dori Keren	 
	Position:	President of the management board of the Borrower



	 
	Date:	June 28, 2016	 



 





	By:	/s/ Joanna Jasinska	 
	Name:	Joanna Jasinska	 
	Position:	Member of the management board of the Borrower



	 
	Date:
	June 28, 2016	 


 


 


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