exv10w7





[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.



Exhibit 10.7




AMENDED AND RESTATED

FACILITY AGREEMENT




Originally made on 21 August, 2008 and

amended and restated on 29 November, 2009



Amongst








 









 





[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


TABLE OF CONTENTS




	 	 	 	 	 	 	 
	CLAUSE NO.	 	 	PAGE	 
	 
	    1.	 	Interpretation
	 	 	3	 
	 	 	 
	 	 	 	 
	   1.1.	 	Definitions
	 	 	3	 
	   1.2.	 	Headings
	 	 	48	 
	   1.3.	 	Construction of Certain Terms
	 	 	48	 
	 	 	 
	 	 	 	 
	    2.	 	The Facility
	 	 	52	 
	 	 	 
	 	 	 	 
	   2.1.	 	Grant of the Facility
	 	 	52	 
	   2.2.	 	Purpose
	 	 	52	 
	   2.3.	 	Finance Parties’ Obligations Several
	 	 	52	 
	   2.4.	 	Finance Parties’ Rights Separate
	 	 	53	 
	   2.5.	 	Subsistence of Obligations and Override
	 	 	53	 
	 	 	 
	 	 	 	 
	    3.	 	Conditions Precedent
	 	 	54	 
	 	 	 
	 	 	 	 
	   3.1.	 	Documentary Conditions Precedent—Intentionally Deleted
	 	 	54	 
	   3.2.	 	Further Conditions Precedent—Intentionally Deleted
	 	 	54	 
	   3.3.	 	Termination Date—Intentionally Deleted
	 	 	54	 
	 	 	 
	 	 	 	 
	    4.	 	Drawdown
	 	 	54	 
	 	 	 
	 	 	 	 
	   4.1.	 	Availability—Intentionally Deleted
	 	 	54	 
	   4.2.	 	Drawing Down the Initial Loan—Intentionally Deleted
	 	 	54	 
	   4.3.	 	Drawing Down a Further Loan—Intentionally Deleted
	 	 	54	 
	   4.4.	 	Making of the Loan
	 	 	54	 
	   4.5.	 	Application of the Proceeds of the Loan
	 	 	55	 
	 	 	 
	 	 	 	 
	    5.	 	Repayment
	 	 	55	 
	 	 	 
	 	 	 	 
	   5.1.	 	Repayment of the Loan
	 	 	55	 
	   5.2.	 	Conditions for Reborrowing
	 	 	55	 
	   5.3.	 	Failure to Reborrow
	 	 	56	 
	   5.4.	 	Payment of all of the Loan on the Final Maturity Date
	 	 	56	 
	   5.5.	 	Payment of Interest
	 	 	56	 
	   5.6.	 	Repayment in Euro
	 	 	56	 
	   5.7.	 	Account to which Repayments shall be Made
	 	 	56	 
	   5.8.	 	No Reborrowing
	 	 	57	 
	   5.9.	 	Cancellation of Commitments—Intentionally Deleted
	 	 	57	 
	 	 	 
	 	 	 	 
	    6.	 	Prepayment
	 	 	57	 
	 	 	 
	 	 	 	 
	   6.1.	 	Voluntary Prepayment
	 	 	57	 
	   6.2.	 	Conditions to Prepay
	 	 	57	 
	   6.3.	 	Notice of Prepayment
	 	 	57	 
	   6.4.	 	Mandatory Prepayment
	 	 	58	 
	   6.5.	 	Prepayment Together with Interest and All Sums Thereon
	 	 	60	 
	   6.6.	 	Reborrowing
	 	 	60	 
	   6.7.	 	Payment Mechanism
	 	 	60	 
	   6.8.	 	No Other Repayments or Prepayments
	 	 	60	 
	 	 	 
	 	 	 	 
	    7.	 	Interest
	 	 	61	 
	 	 	 
	 	 	 	 
	   7.1.	 	Interest Rate
	 	 	61	 
	   7.2.	 	Default Interest
	 	 	61	 
	   7.3.	 	Accrual and Payment of Interest
	 	 	63	 
	   7.4.	 	Payment to Borrower Charged Account
	 	 	63	 
	 	 	 
	 	 	 	 
	    8.	 	Substitute Interest Rates
	 	 	63	 






(i)




 









 





[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 
	CLAUSE NO.	 	 	PAGE	 
	 
	   9.	 	Commissions And Fees
	 	 	64	 
	 	 	 
	 	 	 	 
	   9.1.	 	Commissions and Fees Payable to the Finance Parties
	 	 	64	 
	   9.2.	 	Commitment Fee
	 	 	64	 
	   9.3.	 	Upfront Fee
	 	 	64	 
	   9.4.	 	Extension Option Fee
	 	 	64	 
	   9.5.	 	Facility Agent’s Fee
	 	 	65	 
	   9.6.	 	Arranger’s Fee
	 	 	65	 
	   9.7.	 	Security Trustee’s Fee
	 	 	65	 
	   9.8.	 	Trust Company’s Fee
	 	 	66	 
	   9.8A.	 	Additional Fees
	 	 	66	 
	   9.9.	 	Fees Non-Refundable
	 	 	66	 
	   9.10.	 	Legal and Other Costs
	 	 	66	 
	   9.11.	 	Appraiser’s Fees—Intentionally Deleted
	 	 	68	 
	   9.12.	 	Registration or Other Like Duties or Taxes
	 	 	68	 
	   9.13.	 	Other Commissions, Fees and Expenses
	 	 	68	 
	   9.14.	 	Currency for Payment
	 	 	68	 
	 	 	 
	 	 	 	 
	   10.	 	Taxes
	 	 	68	 
	 	 	 
	 	 	 	 
	   10.1.	 	Taxes
	 	 	68	 
	   10.2.	 	Notification of Taxes
	 	 	69	 
	   10.3.	 	Payment and Submission of Receipt
	 	 	69	 
	   10.4.	 	Tax Saving
	 	 	69	 
	   10.5.	 	VAT
	 	 	70	 
	 	 	 
	 	 	 	 
	   11.	 	Increased Costs
	 	 	71	 
	 	 	 
	 	 	 	 
	   11.1.	 	Increased Costs
	 	 	71	 
	   11.2.	 	Exceptions
	 	 	72	 
	 	 	 
	 	 	 	 
	   12.	 	Illegality
	 	 	73	 
	 	 	 
	 	 	 	 
	   13.	 	Representations And Warranties
	 	 	74	 
	 	 	 
	 	 	 	 
	   13.1.	 	General
	 	 	74	 
	   13.2.	 	Status
	 	 	74	 
	   13.3.	 	Legal Validity
	 	 	75	 
	   13.4.	 	Non-Conflict
	 	 	77	 
	   13.5.	 	No Default
	 	 	80	 
	   13.6.	 	Consents
	 	 	80	 
	   13.7.	 	The Pledged Securities
	 	 	81	 
	   13.7A.	 	The Gazit Canada Preferred Shares
	 	 	84	 
	   13.8.	 	Share Capital
	 	 	84	 
	   13.9.	 	No Material Adverse Effect
	 	 	85	 
	   13.10.	 	Legal Proceedings; Orders
	 	 	85	 
	   13.11.	 	Contracts; No Defaults; Articles of Association
	 	 	86	 
	   13.12.	 	Gazit Midas
	 	 	88	 
	   13.13.	 	Financial Statements
	 	 	88	 
	   13.14.	 	Significant Management Rights
	 	 	89	 
	   13.15.	 	Disclosure
	 	 	89	 
	   13.16.	 	Documents
	 	 	90	 
	   13.17.	 	Ranking of Securities
	 	 	91	 
	   13.18.	 	No Other Representations or Warranties
	 	 	91	 
	   13.19.	 	No Immunity
	 	 	91	 
	   13.20.	 	Repetition
	 	 	91	 






 









 





[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 
	CLAUSE NO.	 	 	PAGE	 
	 
	   14.	 	Undertakings
	 	 	92	 
	 	 	 
	 	 	 	 
	   14.1.	 	Financial Statements
	 	 	92	 
	   14.2.	 	Financial and Other Information
	 	 	94	 
	   14.3.	 	Master Transaction Agreement; Transaction Agreement; Voting
Agreements; Articles of Association
	 	 	96	 
	   14.4.	 	Compliance with Applicable Laws
	 	 	96	 
	   14.5.	 	Negative Pledge
	 	 	97	 
	   14.6.	 	Indebtedness
	 	 	97	 
	   14.7.	 	Sole Business
	 	 	97	 
	   14.8.	 	Non-Disposal
	 	 	98	 
	   14.9.	 	Lending
	 	 	99	 
	   14.10.	 	Authorisations
	 	 	99	 
	   14.11.	 	No Prejudicial Actions
	 	 	100	 
	   14.12.	 	Pari Passu Ranking
	 	 	100	 
	   14.13.	 	Mergers and Amalgamations
	 	 	100	 
	   14.14.	 	Notification of Default
	 	 	101	 
	   14.15.	 	Security Interests
	 	 	101	 
	   14.16.	 	Bank Accounts
	 	 	102	 
	   14.17.	 	Dividend Policy, Payment of Distributions and Related Rights
	 	 	103	 
	   14.18.	 	Additional Documents and Further Actions
	 	 	105	 
	   14.19.	 	Transactions with Connected Persons
	 	 	105	 
	   14.20.	 	Financial Ratios
	 	 	105	 
	 	 	 
	 	 	 	 
	   15.	 	Default
	 	 	106	 
	 	 	 
	 	 	 	 
	   15.1.	 	Events of Default
	 	 	106	 
	   15.2.	 	Non-Payment
	 	 	106	 
	   15.3.	 	Breach of Obligations
	 	 	106	 
	   15.4.	 	Misrepresentation/Breach of Warranty
	 	 	107	 
	   15.5.	 	Invalidity
	 	 	107	 
	   15.6.	 	Reorganisation or Merger
	 	 	108	 
	   15.7.	 	Insolvency and Rescheduling
	 	 	108	 
	   15.8.	 	Receivership; Winding-Up
	 	 	109	 
	   15.9.	 	Execution or Other Process
	 	 	112	 
	   15.10.	 	Master Transaction Agreement, Transaction Agreement and
Shareholders’ Agreement
	 	 	113	 
	   15.11.	 	Repudiation
	 	 	114	 
	   15.12.	 	Proceedings
	 	 	114	 
	   15.13.	 	Breach of Permit or any Other Consent
	 	 	114	 
	   15.13A.	 	Registration of Pledged MEL Shares for Trading
	 	 	115	 
	   15.14.	 	Cessation of Trading
	 	 	115	 
	   15.15.	 	Cessation or Change of Business
	 	 	115	 
	   15.16.	 	Illegality
	 	 	116	 
	   15.17.	 	Distributions
	 	 	116	 
	   15.18.	 	Change of Ownership
	 	 	117	 
	   15.19.	 	Financial Ratios
	 	 	117	 
	   15.20.	 	Cessation of Significant Management Rights
	 	 	121	 
	   15.21.	 	Rating
	 	 	122	 
	   15.22.	 	Organisational Documents
	 	 	122	 
	   15.23.	 	Rendering of Material Order
	 	 	122	 
	   15.24.	 	Cross Default
	 	 	122	 






 









 





[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 
	CLAUSE NO.	 	 	PAGE	 
	 
	   15.25.	 	Acceleration
	 	 	123	 
	   15.26.	 	Loan Due on Demand
	 	 	124	 
	   15.27.	 	Indemnity
	 	 	124	 
	   15.28.	 	Remedies
	 	 	125	 
	 	 	 
	 	 	 	 
	   16.	 	Breakage Costs
	 	 	125	 
	 	 	 
	 	 	 	 
	   16.1.	 	Breakage Costs
	 	 	125	 
	   16.2.	 	Indemnity
	 	 	125	 
	 	 	 
	 	 	 	 
	   17.	 	Release Of Collateral
	 	 	126	 
	 	 	 
	 	 	 	 
	   17.1.	 	Entitlement to Release Certain Collateral
	 	 	126	 
	   17.2.	 	Entitlement to Release of Excluded Security
	 	 	127	 
	   17.3.	 	Entitlement to Release All Collateral
	 	 	128	 
	   17.4.	 	Termination of Guarantees
	 	 	128	 
	 	 	 
	 	 	 	 
	   18.	 	Payments By The Borrower
	 	 	128	 
	 	 	 
	 	 	 	 
	   19.	 	Set-Off And Accounts
	 	 	128	 
	 	 	 
	 	 	 	 
	   19.1.	 	Set-Off
	 	 	128	 
	   19.2.	 	Debit or Credit of Accounts
	 	 	129	 
	 	 	 
	 	 	 	 
	   20.	 	Application Of Payments
	 	 	130	 
	 	 	 
	 	 	 	 
	   20.1.	 	Insufficient Payment
	 	 	130	 
	   20.2.	 	Currency Conversion
	 	 	131	 
	 	 	 
	 	 	 	 
	   21.	 	Sharing Between Lenders
	 	 	131	 
	 	 	 
	 	 	 	 
	   22.	 	Administrative Parties
	 	 	132	 
	 	 	 
	 	 	 	 
	   22.1.	 	The Facility Agent
	 	 	132	 
	   22.1.1.	 	Appointment and Powers of the Facility Agent
	 	 	132	 
	   22.1.2.	 	Acts of the Facility Agent
	 	 	133	 
	   22.1.3.	 	Delegation by the Facility Agent
	 	 	133	 
	   22.1.4.	 	Resignation of the Facility Agent
	 	 	134	 
	   22.2.	 	The Security Trustee
	 	 	134	 
	   22.2.1.	 	Appointment of the Security Trustee and Approval of Security
Documents
	 	 	134	 
	   22.2.2.	 	Acceptance of Appointment
	 	 	136	 
	   22.2.3.	 	Compliance with the Security Documents
	 	 	136	 
	   22.2.4.	 	Certain Discretions of the Security Trustee
	 	 	137	 
	   22.2.5.	 	Delegation by the Security Trustee
	 	 	137	 
	   22.2.6.	 	Resignation of the Security Trustee
	 	 	137	 
	 	 	 
	 	 	 	 
	   23.	 	Assignments And Transfers
	 	 	138	 
	 	 	 
	 	 	 	 
	   23.1.	 	Binding Agreement
	 	 	138	 
	   23.2.	 	No Assignments and Transfers by the Borrower
	 	 	138	 
	   23.3.	 	Assignments and Transfers by the Lenders
	 	 	138	 
	   23.4.	 	Cooperation by the Borrower
	 	 	139	 
	   23.5.	 	Disclosure of Information
	 	 	140	 
	   23.6.	 	Transfer Provisions
	 	 	140	 
	 	 	 
	 	 	 	 
	   24.	 	Information
	 	 	142	 
	 	 	 
	 	 	 	 
	   24.1.	 	Disclosure of Information
	 	 	142	 
	   24.2.	 	Confidentiality of the Borrower
	 	 	143	 






 









 





[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 
	CLAUSE NO.	 	 	PAGE	 
	 
	   25.	 	Evidence Of Debt
	 	 	143	 
	 	 	 
	 	 	 	 
	   25.1.	 	Maintenance of Documents
	 	 	143	 
	   25.2.	 	Prima Facie Evidence
	 	 	143	 
	   25.3.	 	Certificate of the Lenders
	 	 	143	 
	 	 	 
	 	 	 	 
	   26.	 	Remedies And Waivers
	 	 	144	 
	 	 	 
	 	 	 	 
	   27.	 	Amendments
	 	 	144	 
	 	 	 
	 	 	 	 
	   27.1.	 	Amendments in Writing
	 	 	144	 
	   27.2.	 	Amendment Procedures
	 	 	144	 
	 	 	 
	 	 	 	 
	   28.	 	Counterparts
	 	 	144	 
	 	 	 
	 	 	 	 
	   29.	 	Governing Law And Jurisdiction
	 	 	144	 
	 	 	 
	 	 	 	 
	   30.	 	Entire Agreement
	 	 	145	 
	 	 	 
	 	 	 	 
	   30.1.	 	Entire Agreement
	 	 	145	 
	   30.2.	 	Primacy of the Finance Documents
	 	 	145	 
	 	 	 
	 	 	 	 
	   31.	 	Sole Purpose Of Collateral; Foreign Floating Charges
	 	 	145	 
	 	 	 
	 	 	 	 
	   31.1.	 	Security Interests to secure Secured Obligations only
	 	 	145	 
	   31.2.	 	Creation of Floating Charges by Non-Israeli Companies
	 	 	145	 
	 	 	 
	 	 	 	 
	   32.	 	Notices
	 	 	146	 
	 	 	 
	 	 	 	 
	   32.1.	 	Notices in Writing
	 	 	146	 
	   32.2.	 	Addresses
	 	 	146	 
	 	 	 
	 	 	 	 
	   33.	 	Survival
	 	 	147	 
	 	 	 
	 	 	 	 
	   34.	 	Construction
	 	 	148	 
	 	 	 
	 	 	 	 
	   35.	 	Severability
	 	 	148	 








 









 





[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.





TABLE OF CONTENTS

(continued)




	 	 	 
	SCHEDULES	 	DESCRIPTION
	 
	   Schedule 1.1.15

	 	Form of Borrower Debenture
	 
	 	 
	   Schedule 1.1.16

	 	Form of Borrower Jersey Pledge
	 
	 	 
	   Schedule 1.1.17

	 	Form of Borrower MTA Assignment
	 
	 	 
	   Schedule 1.1.20

	 	Intentionally Deleted
	 
	 	 
	   Schedule 1.1.24

	 	Intentionally Deleted
	 
	 	 
	   Schedule 1.1.28

	 	CPI/Gazit MTA Deed of Assignment
	 
	 	 
	   Schedule 1.1.29

	 	Copy of Amended and Restated Custodian Agreement
	 
	 	 
	   Schedule 1.1.34

	 	Form of Drawdown Request
	 
	 	 
	   Schedule 1.1.47

	 	Copy of Standard Forms with respect to the Borrower Charged Account
	 
	 	 
	   Schedule 1.1.53(A)

	 	Form of Gazit Canada Israeli Pledge
	 
	 	 
	   Schedule 1.1.53(B)

	 	Form of Amendment to the Gazit Canada Israeli Pledge
	 
	 	 
	   Schedule 1.1.54

	 	Form of Gazit Canada Ontario Guarantee
	 
	 	 
	   Schedule 1.1.55(A)

	 	Form of Gazit Canada Ontario Pledge
	 
	 	 
	   Schedule 1.1.55(B)

	 	Form of Amendment to the Gazit Canada Ontario Pledge
	 
	 	 
	   Schedule 1.1.55B

	 	Copy of Articles of Amalgamation of Gazit Canada
	 
	 	 
	   Schedule 1.1.60(A)

	 	Form of Amended, Restated and Supplemented Gazit Midas English Pledge
	 
	 	 
	   Schedule 1.1.60(B)

	 	Form of Amendment, Restatement and Supplemental Deed to the Gazit
Midas English Pledge
	 
	 	 
	   Schedule 1.1.61

	 	Form of Gazit Midas Israeli Pledge
	 
	 	 
	   Schedule 1.1.62

	 	Intentionally Deleted
	 
	 	 
	   Schedule 1.1.76

	 	List of persons who have Knowledge relating to MEL
	 
	 	 
	   Schedule 1.1.83

	 	Copy of Master Transaction Agreement
	 
	 	 
	   Schedule 1.1.107

	 	Copy of Amended and Restated Relationship Agreement
	 
	 	 
	   Schedule 1.1.108

	 	Copy of Relationship Agreement Deed of Assignment
	 
	 	 
	   Schedule 1.1.116

	 	Copy of Amended and Restated Shareholders’ Agreement and Investor Parties
Term Sheet between CPI and the Borrower
	 
	 	 
	   Schedule 1.1.117(f)

	 	Description of matters for which a majority of two-thirds of the
shareholders of MEL is required
	 
	 	 
	   Schedule 1.1.121A

	 	Copy of Transaction Agreement
	 
	 	 
	   Schedule 3.1

	 	Intentionally Deleted






(vi) 









 





[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


TABLE OF CONTENTS

(continued)




	 	 	 
	SCHEDULES	 	DESCRIPTION
	 
	   Schedule 3.2.3

	 	Intentionally Deleted
	 
	 	 
	   Schedule 3.2.12

	 	Intentionally Deleted 
	 
	 	 
	   Schedule 4.3

	 	Intentionally Deleted
	 
	 	 
	   Schedule 13.6

	 	Listed Consents
	 
	 	 
	   Schedule 13.7(A)

	 	Copy of shareholders’ agreement relating to FCR dated October 5, 2000
	 
	 	 
	   Schedule 13.7(B)

	 	Copy of shareholders’ agreement relating to Equity One dated October 4, 2000
	 
	 	 
	   Schedule 13.10

	 	Description of pending or Threatened Proceedings that may affect
the business of the Borrower or against Gazit Midas or that may prevent,
delay, invalidate or interfere with the transactions contemplated under any
Finance Document or under the Master Transaction Agreement or under the
Transaction Agreement
	 
	 	 
	   Schedule 13.12

	 	Articles of Association of MEL
	 
	 	 
	    Schedule 23.3(A)

	 	Form of Transfer Certificate
	 
	 	 
	   Schedule 23.3(B)

	 	List of permitted financial institutions











 








 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.




	 	 	THIS AGREEMENT was made on the 21st day of August, 2008 and amended and
restated by the parties as at November 29, 2009,






	 	 	AMONGST:






	 	(1)	 	GAZIT—GLOBE LIMITED, a company incorporated under the
laws of the State of Israel (company number 52—003323—4), having
its registered office at 1 Derech Hashalom, Tel-Aviv, Israel (“the
Borrower”)
	 
	 	(2)	 	BANK HAPOALIM B.M., a banking corporation
incorporated in the State of Israel, in its capacity as Arranger,
Lender, Facility Agent and Security Trustee
	 
	 	(3)	 	ISRAEL DISCOUNT BANK LTD., a banking
corporation incorporated in the State of Israel, in its capacity as
Lender






	 	 	AND






	 	(4)	 	UNION BANK OF ISRAEL LTD., a banking corporation
incorporated in the State of Israel, in its capacity as Lender





	 	 	 

	WHEREAS:

	 	on March 20, 2008, the Borrower, CPI/Gazit and CPI entered into the Master Transaction
Agreement with MEL, Meinl European Real Estate Limited (“MERE”) and Meinl Bank AG, pursuant to
which, inter alia (and subject to the terms and conditions thereof):







	 	(a)	 	on closing of the Master Transaction
Agreement, CPI/Gazit acquired convertible securities of MEL as well
as (with no additional consideration) certain warrants to acquire shares in MEL;
	 
	 	(b)	 	Intentionally Deleted;










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

- 2 -








	 	(c)	 	Intentionally Deleted;





	 	 	 

	AND WHEREAS:

	 	the Borrower has (by way of the Borrower MTA Assignment),
assigned all its rights under the Master Transaction
Agreement to Gazit Midas and CPI has assigned all its rights
under the Master Transaction Agreement to CPI CEE and
CPI/Gazit has (by way of the CPI/Gazit MTA Deed of
Assignment), assigned its rights to Claims (as defined in the
Master Transaction Agreement) to CPI CEE and Gazit Midas;
	 
	 	 
	AND WHEREAS:

	 	pursuant to a shareholders’ agreement between CPI CEE and
Gazit Midas and having regard to the rights to be granted to
CPI CEE and Gazit Midas under the articles of association of
MEL (in their form as at the closing of the Master
Transaction Agreement) and the rights to be granted under a
relationship agreement amongst MEL, Gazit Midas and CPI CEE,
the Borrower held, on Financial Close and, thereafter, until
the Amendment Closing Date, the Significant Management Rights
(as such term was defined in this Agreement in its form prior
to the Amendment Closing Date) regarding MEL;
	 
	 	 
	AND WHEREAS:

	 	pursuant, inter alia, to the above-mentioned Contracts as
amended on or before the Amendment Closing Date, the Borrower
will hold, on the Amendment Closing Date, the Significant
Management Rights;
	 
	 	 
	AND WHEREAS:

	 	the Lenders (as well as [***], which has, on the Amendment
Closing Date, assigned all its rights, benefits and
obligations under the Finance Documents (including this
Agreement) to Bank Hapoalim) made available to the Borrower a
loan facility in order to finance, partially or in whole, the
consideration paid by the Borrower through Gazit Midas for
the purchase by the latter of convertible securities in MEL,
all subject to the terms and conditions contained in this
Agreement below;












 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

- 3 -


NOW, THEREFORE, IT IS HEREBY AGREED as follows:




1. INTERPRETATION





	1.1.	 	Definitions
	 
	 	 	In this Agreement, including the preamble and the Schedules hereto, the following terms shall have the meanings set out
opposite them below:





	 	 	 	 	 	 	 

	1.1.1.

	 	“Aggregate Average
Market Value”
	 	-
	 	means, for any Relevant Period, the sum of the Average Market Value Equity
One, the Average Market Value FCR and the Average Market Value MEL Shares, all
for such Relevant Period; “Relevant Period” shall mean any period of 7 (seven)
consecutive days on which each of the stock exchanges on which the Pledged
Securities are listed for trading are open for trading in such Pledged
Securities. For the purposes of defining “Relevant Period”, any Pledged
Securities not listed for trading on a stock exchange, shall not be taken into
account;
	 
	 	 	 	 	 	 
	1.1.1A.

	 	“Amendment
Closing Date”
	 	-
	 	means November 30, 2009;
	 
	 	 	 	 	 	 
	1.1.2.

	 	“Applicable
Accounting Principles”
	 	-
	 	means, in relation to: (a) the Borrower, the accounting principles and
practices generally accepted in Israel for public companies; (b) MEL, the
accounting principles and practices generally accepted in its jurisdiction of
incorporation and/or where MEL’s Securities are listed for trading,
reconciled, to the extent necessary, in accordance with IFRS; and (c) Gazit
Midas, IFRS;












 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

- 4 -


	 	 	 	 	 	 	 

	1.1.3.

	 	Intentionally Deleted;	 	 	 	 
	 
	 	 	 	 	 	 
	1.1.4.

	 	“Arranger”
	 	-
	 	means Bank Hapoalim;
	 
	 	 	 	 	 	 
	1.1.4A.

	 	“Arranger’s Additional
Fee Letter”
	 	-
	 	means the fee letter dated on or about the Amending Closing Date between the
Arranger and the Borrower with respect to a fee payable by the Borrower to the
Arranger for its own account;
	 
	 	 	 	 	 	 
	1.1.4B.

	 	“Arranger’s Amendments
Fee Letter”
	 	-
	 	means the fee letters dated January 28, 2009 and March 25, 2009, each between
the Arranger and the Borrower with respect to fees payable by the Borrower to
the Arranger for its own account, regarding the amendments made on the
aforesaid dates;
	 
	 	 	 	 	 	 
	1.1.5.

	 	“Arranger’s Fee Letter”
	 	-
	 	means the fee letter dated August 21, 2008 between the Arranger and the
Borrower with respect to a fee payable by the Borrower to the Arranger for its
own account;
	 
	 	 	 	 	 	 
	1.1.5A.

	 	“Atrium Deed”
	 	-
	 	means the Deed in relation to MEL entered into between MEL, CPI, the Borrower,
CPI/Gazit, Gazit Midas, CPI CEE and Gazit Gaia Limited on January 13, 2009;
	 
	 	 	 	 	 	 
	1.1.6.

	 	“Auditors”
	 	-
	 	means, with respect to the Borrower, Ernst & Young (Israel) and, with respect
to MEL, KPMG Channel Islands Limited or, in each case, another leading firm of
independent auditors affiliated to one of the big 4 (four) internationally
recognised firms of auditors;
	 
	 	 	 	 	 	 
	1.1.7.

	 	Intentionally Deleted;	 	 	 	 












 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

- 5 -


	 	 	 	 	 	 	 

	1.1.8.

	 	Intentionally Deleted;	 	 	 	 
	 
	 	 	 	 	 	 
	1.1.9.

	 	“Average Market
Value Equity One”
	 	-
	 	means, for any period of 7 (seven) consecutive days on which the NYSE is open
for trading in the common stock of Equity One (“the Relevant Period”), the
average of the Price for Pledged Equity One Shares on each such day during the
Relevant Period. “The Price for Pledged Equity One Shares” on any such day
shall mean the Euro equivalent of the price (in US Dollars) per common stock
of Equity One quoted on the NYSE at the close of trading on such day (as said
closing price appears in the official share price sheet published by the NYSE
for such day) during the Relevant Period, multiplied by the number of Pledged
Equity One Shares on such day;
	 
	 	 	 	 	 	 
	1.1.10.

	 	“Average Market
Value FCR”
	 	-
	 	means, for any period of 7 (seven) consecutive days on which the TSX is open
for trading in the common shares or, as applicable, debentures of FCR (“the
Relevant Period”), the average of the Price for Pledged FCR Securities on each
such day during the Relevant Period. “The Price for Pledged FCR Securities”
on any such day shall mean the Euro equivalent of the sum of:







	 	(a)	 	the price (in Canadian Dollars)
per common shares in the capital
stock of FCR quoted on the TSX
(TSX symbol FCR) at the close of
trading on such day (as said
closing price appears in the
official 










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

- 6 -


	 	 	 	share price sheet
published by the TSX for such day)
during the Relevant Period,
multiplied by the number
of such common shares
constituting Pledged FCR
Securities on such day;






	 	(b)	 	the price (in Canadian Dollars)
per Series A convertible
debentures of FCR quoted on the
TSX (TSX symbol FCR.DB.A) at the
close of trading on such day (as
said closing price appears in the
official debenture price sheet
published by the TSX for such day)
during the Relevant Period,
multiplied by the number of Series
A convertible debentures of FCR
constituting Pledged FCR
Securities on such day; and
	 
	 	(c)	 	the price (in Canadian Dollars)
per Series B convertible
debentures of FCR quoted on the
TSX (TSX symbol FCR.DB.B) at the
close of trading on such day (as
said closing price appears in the
official debenture price sheet
published by the TSX for such day)
during the Relevant Period,
multiplied by the number of Series
B convertible debentures of FCR
constituting Pledged FCR
Securities on such day;





	 	 	 	 	 	 	 

	1.1.11.

	 	“Average Market
Value MEL 

Shares”
	 	-
	 	means, for any period of 7 (seven)
consecutive days on which the
Vienna Stock












 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

- 7 -


	 	 	 	 	 	 	 

	 

	 	 	 	 	 	Exchange, Euronext
Amsterdam N.V. or any other
recognised stock exchange, as
applicable, is open for trading in
ordinary shares of MEL (“the
Relevant Period”), the average of
the Price for Pledged MEL Shares
on each such day during the Relevant
Period. “The Price for Pledged MEL
Shares” on any such day shall mean the
price (in Euro) per ordinary share of
MEL quoted on the Vienna Stock
Exchange, Euronext Amsterdam N.V. or on
such other recognised stock exchange,
as applicable, at the close of trading
on such day (as said closing price
appears in the official share price
sheet published by the Vienna Stock
Exchange, Euronext Amsterdam N.V.
and/or by such other stock exchange, as
applicable, for such day) during the
Relevant Period, multiplied by the
number of Pledged MEL Shares listed for
trading on the relevant stock exchange
on such day. In the event that
ordinary shares of MEL are at any time
traded on more than one recognised
stock exchange, the Price for Pledged
MEL Shares shall be determined in
accordance with the price per share
quoted on the Vienna Stock Exchange or,
in the event that the volume of trade
in any other recognised stock exchange
is substantially higher than that of
the Vienna Stock Exchange (or any
replacement stock exchange) and the
Borrower shall have given the Facility
Agent notice to such effect, such other
recognised stock exchange, provided
that the determination of the price per
share in












 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

- 8 -


	 	 	 	 	 	 	 

	 

	 	 	 	 	 	accordance with the prices
quoted on such other recognised stock
exchange shall commence 10 (ten) days
after receipt by the Facility Agent of
the Borrower’s aforesaid notice. For
the avoidance of doubt, “shares” used
above shall include Austrian Depository
Certificates, shares in book-entry or
dematerialised form or
any instrument equivalent thereto;
	 
	 	 	 	 	 	 
	1.1.12.

	 	“Bank Hapoalim”
	 	-
	 	means Bank Hapoalim B.M., a banking
corporation incorporated under the
laws of Israel;
	 
	 	 	 	 	 	 
	1.1.13.

	 	“Borrower”
	 	-
	 	means Gazit—Globe Limited, a
company incorporated under the laws
of Israel (company number
52—003323—4);
	 
	 	 	 	 	 	 
	1.1.14.

	 	“Borrower
Charged Account”
	 	-
	 	means account number 608887 at Bank
Hapoalim, Central Branch (no. 600),
in the name of the Borrower:







	 	(a)	 	to which account the Loan was
transferred pursuant to this
Agreement; and
	 
	 	(b)	 	through which account:






	 	(i)	 	all repayments and
prepayments (if any) of the
Loan and interest accrued
thereon) shall be made; and
	 
	 	(ii)	 	any other payments payable
to the Finance Parties, in
whatever capacity, by the
Borrower under any Finance











 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

- 9 -







	 	 	 	 	 	 	 

	


1.1.15.

	 	


“Borrower Debenture”
	 	


-
	 	Document shall be made; 



means the debenture agreement, governed by Israeli law, in the form
of Schedule 1.1.15 hereto executed on Financial Close between the Borrower and the Security
Trustee, pursuant to which and subject to the terms and conditions thereof, the Borrower
granted to the Security Trustee, as part of the security for the Secured Obligations, inter alia:







	 	(a)	 	a first-ranking fixed pledge and
charge over all rights of the
Borrower in relation to all
shareholders’ loans in Gazit
Midas; and
	 
	 	(b)	 	a first-ranking fixed pledge and
charge, as well as a floating
charge, over all rights relating
to the Borrower Charged Account,
including the moneys therein and
the debts represented thereby;





	 	 	 	 	 	 	 

	1.1.16.

	 	“Borrower Jersey Pledge”
	 	-
	 	means the pledge agreement,
governed by Jersey law, in
the form of Schedule 1.1.16
hereto (including a Jersey
security interest
agreement) executed on
Financial Close between the
Borrower, the Security
Trustee and the Trust
Company, pursuant to which
and subject to the terms
and conditions thereof, the
Borrower granted to the
Security Trustee, as part
of the security for the
Secured Obligations, inter
alia, a security over all
rights of the Borrower in
relation to all shares and
any other means of control
in Gazit Midas and to all












 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

- 10 -


	 	 	 	 	 	 	 

	 

	 	 	 	 	 	Related Rights in relation
to any such shares or other
means of control; all share
certificates representing
such shares to be held by
the Trust Company, all
pursuant to the said pledge
agreement;
	 
	 	 	 	 	 	 
	1.1.17.

	 	“Borrower MTA
Assignment”
	 	-
	 	means the deed of
assignment dated August 1,
2008 between the Borrower
and Gazit Midas, in the
form of Schedule 1.1.17
hereto, pursuant to which
the Borrower assigned to
Gazit Midas all its rights
under the Master
Transaction Agreement;
	 
	 	 	 	 	 	 
	1.1.18.

	 	“Business Day”
	 	-
	 	means:







	 	(a)	 	with respect to payment, purchase
or any other transaction in, or
performance of calculations in,
sums denominated in Euro, a day,
other than Saturday or Sunday, on
which: (i) the Facility Agent is
open for trading in Euro; and (ii)
the Trans-European automated
Real-Time Gross Settlement Express
Transit payment system (or any
successor settlement system as
determined by the Facility Agent)
is open for settlement of payments
in Euro; and
	 
	 	(b)	 	in all other cases, a day (other
than Friday or any other Israeli
Non-Banking Day) on which the
corporate division of the Facility
Agent is open for business.
“Israeli Non-Banking Day” shall
mean any of the following days:










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

- 11 -


	 	 	 	Saturday, a public holiday in
Israel, the 2 (two) days of New
Year (Rosh Hashana), the Day of
Atonement (Yom Kippur) and the day
before the Day of Atonement, the
first day of the Tabernacles
(Succot), the eighth day of
Tabernacles (Shmini Azeret),
Purim, the first and seventh days
of Passover (Pesach), Israel’s
Independence Day, the day of
Pentecost (Shavuot), the Ninth of
Av and any day determined by the
Israeli Examiner of Banks or by
law as a day on which banks in
Israel do not carry on business;





	 	 	 	 	 	 	 

	1.1.18A.

	 	“Change of
Control Period”
	 	-
	 	shall bear the meaning
ascribed to such term in
clause 15.19.1 below;
	 
	 	 	 	 	 	 
	1.1.19.

	 	“Charged Accounts”
	 	-
	 	means the Borrower Charged
Account, the MGN America
Charged Account, the Gazit
Canada Charged Account and
the Gazit Midas Charged
Accounts and “Charged
Account” means any of the
aforegoing accounts;
	 
	 	 	 	 	 	 
	1.1.20.

	 	Intentionally Deleted;	 	 	 	 
	 
	 	 	 	 	 	 
	1.1.21.

	 	“Companies Law”
	 	-
	 	means the Israeli Companies
Law, 5759—1999;
	 
	 	 	 	 	 	 
	1.1.22.

	 	“Consent”
	 	-
	 	means any approval, consent,
permit, ratification,
waiver, licence, exemption,
filing, registration or
authorisation (including any
Governmental Authorisation);
	 
	 	 	 	 	 	 
	1.1.23.

	 	“Contract”
	 	-
	 	means any agreement,
contract, promise or
undertaking that is legally













 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

- 12 -


	 	 	 	 	 	 	 

	


1.1.24.

	 	


Intentionally Deleted;	 	


	 	binding under the applicable
law governing such a
Contract;
	 
	 	 	 	 	 	 
	1.1.25.

	 	“CPI”
	 	-
	 	means CPI Austria Holdings
Limited, a limited company
organised under the laws of
Jersey of Le Masurier House,
Le Rue Le Masurier, St.
Helier, Jersey, Channel
lslands and/or any Associate
(as such term is defined in
the articles of association
of MEL) of CPI;
	 
	 	 	 	 	 	 
	1.1.26.

	 	“CPI CEE”
	 	-
	 	means CPI CEE Management
LLC, a limited liability
corporation organised under
the laws of Delaware, USA,
of The Corporation Trust
Company, 1209 Orange Street,
Wilmington, Delaware 19801,
USA;
	 
	 	 	 	 	 	 
	1.1.27.

	 	“CPI/Gazit”
	 	-
	 	means CPI/Gazit Holdings
Limited, a limited company
organised under the laws of
Jersey, of First Floor Offices, Le
Masurier House, Le Rue Le Masurier, St.
Helier, Jersey JE2 4YE;






	 	 	 	 	 	 	 

	1.1.28.

	 	“CPI/Gazit MTA
Deed of Assignment”
	 	-
	 	means the deed of assignment
dated August 1, 2008, entered
into amongst CPI/Gazit, CPI
CEE and Gazit Midas, pursuant
to which CPI/Gazit assigned to
CPI CEE and Gazit Midas all
its rights to Claims (as
defined in the Master
Transaction Agreement) a copy
of which deed of assignment is
attached as Schedule 1.1.28
hereto;
	 
	 	 	 	 	 	 
	1.1.29.

	 	“Custodian Agreement”
	 	-
	 	means the custody agreement
entered into between Bank
Hapoalim (London Branch), the
Security Trustee and Gazit
Midas in relation to the
holding












 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

- 13 -


	 	 	 	 	 	 	 

	 

	 	 	 	 	 	of the Pledged MEL
Shares in the Gazit Midas
Charged Account London,
originally dated August 21,
2008, as amended and restated
on January 28, 2009, a copy of
which agreement, as amended
and restated as aforesaid, is
attached as Schedule 1.1.29
hereto;
	 
	 	 	 	 	 	 
	1.1.30.

	 	“Default”
	 	-
	 	means any Event of Default or
any event which, with the
giving of notice or lapse of
time or the making of any
determination hereunder, or
the satisfaction of any other
condition (or any combination
thereof), would constitute an
Event of Default;
	 
	 	 	 	 	 	 
	1.1.31.

	 	“Discount Bank”
	 	-
	 	means Israel Discount Bank
Ltd., a banking corporation
incorporated under the laws of
Israel;
	 
	 	 	 	 	 	 
	1.1.32.

	 	“Distribution”
	 	-
	 	means the declaration or
payment of any dividend or any
other action which constitutes
a “distribution” within the
meaning of such term in
Section 1 of the Companies Law
or any similar payment or
action under any
other applicable law (all, whether in
cash, in specie or otherwise) on or in
respect of any shares or other
Securities of any class, or any
undertaking to do any of the
aforegoing, and any payment (of
premium, coupons, interest or any other
amount other than principal) under any
Securities;






	 	 	 	 	 	 	 

	1.1.32A.

	 	“Dividend Policy”
	 	-
	 	shall bear the meaning ascribed
to such term in clause 14.17.4
below;
	 
	 	 	 	 	 	 
	1.1.33.

	 	“Drawdown Date”
	 	-
	 	means, in respect of any
Drawdown Request, the proposed
date for the making of 












 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

- 14 -


	 	 	 	 	 	 	 

	



1.1.34.

	 	


“Drawdown Request”
	 	


-
	 	the Loan
as set out in such Drawdown
Request;



means a notice in the form of
Schedule 1.1.34 hereto, duly
delivered and completed by the
Borrower pursuant to clauses
3.2.2 or 5.2.1 below;
	 
	 	 	 	 	 	 
	1.1.35.

	 	“Duration Period”
	 	-
	 	means the period commencing on
the date on which the Loan was
made (and, for the avoidance of
doubt, if the Loan is reborrowed
upon its Repayment Date pursuant
to clause 5 below, the Loan,
reborrowed as aforesaid, shall
be deemed to have been made on
such Repayment Date) and
expiring on the expiry date
designated in the relevant
Drawdown Request; provided that:







	 	(a)	 	such expiry date shall be not
later than the Final Maturity
Date; and
	 
	 	(b)	 	each such period shall be a
period of 3 (three) months or a
multiple of 3 (three) months from
the date of making the Loan, but
not more than 12 (twelve) months;





	 	 	 	 	 	 	 

	1.1.36.

	 	“Encumbrance”
	 	-
	 	means:







	 	(a)	 	any mortgage, charge (whether
fixed or floating), pledge, lien,
assignment, security interest,
title retention or other
encumbrance of any kind securing,
or any right conferring a priority
of payment in respect of, any
obligation of any person;










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

- 15 -








	 	(b)	 	any arrangement under which
moneys or claims to, or the
benefit of, a bank or other
account, may be set-off or made
subject to a combination of
accounts so as to effect payments
of sums owed or payable to any
person; or
	 
	 	(c)	 	any other type of preferential
arrangement having similar effect;





	 	 	 	 	 	 	 

	1.1.37.

	 	“Equity One”
	 	-
	 	means Equity One, Inc., a
corporation duly incorporated
under the laws of Maryland,
USA, the common shares of
which are listed for trading
on the NYSE;
	 
	 	 	 	 	 	 
	1.1.38.

	 	“Equity One Shares”
	 	-
	 	means common shares in the
capital stock of Equity One,
all of which are listed for
trading on the NYSE;
	 
	 	 	 	 	 	 
	1.1.39.

	 	“Event of Default”
	 	-
	 	means any of the events or
circumstances described in
clauses 15.2—15.24 below;
	 
	 	 	 	 	 	 
	1.1.40.

	 	“Extension Option”
	 	-
	 	means the option of the
Borrower to extend the Final
Maturity Date by 1 (one) year
to the date falling 4 (four)
years after Financial Close,
all in accordance with clause
5.1 below;
	 
	 	 	 	 	 	 
	1.1.41.

	 	“Facility”
	 	-
	 	means the facility granted to
the Borrower pursuant to
clause 2.1 below;
	 
	 	 	 	 	 	 
	1.1.42.

	 	“Facility Agent”
	 	-
	 	means Bank Hapoalim or any
successor facility agent
appointed in accordance with
the provisions of clause
22.1.4 below;
	 
	 	 
	1.1.43.

	 	“FCR”
	 	-
	 	means First Capital Realty
Inc., a corporation duly
incorporated 












 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

- 16 -


	 	 	 	 	 	 	 

	 

	 	 
	 	 
	 	under the laws
of the province of Ontario,
the common shares and
convertible debentures of
which are listed for trading
on the TSX;
	 
	 	 	 	 	 	 
	1.1.44.

	 	“FCR Securities”
	 	-
	 	means common shares in the
capital stock of FCR and/or
convertible debentures of
FCR, all of which are listed
for trading on the TSX;
	 
	 	 	 	 	 	 
	1.1.45.

	 	Intentionally Deleted;	 	 	 	 
	 
	 	 	 	 	 	 
	1.1.46.

	 	“Final Maturity Date”
	 	-
	 	means the date falling 3
(three) years after Financial
Close, unless the Extension
Option shall be exercised in
accordance with clause 5.1
below, in which case the date
falling 4 (four) years after
Financial Close;
	 
	 	 	 	 	 	 
	1.1.47.

	 	“Finance Documents”
	 	-
	 	means:







	 	(a)	 	this Agreement;
	 
	 	(b)	 	the Security Documents;
	 
	 	(c)	 	the Arranger’s Fee Letter, the
Arranger’s Amendments Fee Letter
and the Arranger’s Additional Fee
Letter;
	 
	 	(d)	 	the Lenders’ Upfront Fee Letter,
the Lenders’ Amendments Fee
Letters and the Lenders’
Additional Fee Letter;
	 
	 	(e)	 	all standard forms, agreements or
other documents required by Bank
Hapoalim and
consistent with Bank
Hapoalim’s general
practice in order to provide its
part of the Loan (including
applications to open 










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

- 17 -


	 	 	 	accounts),
as well as (if applicable) forms
as may be required by other
Lenders for compliance with the
Israeli Prohibition on Money
Laundering Law, 5760—2000 or
similar laws (“the Standard
Forms”), a copy of such Standard
Forms relating to the Borrower
Charged Account is attached as
Schedule 1.1.47 hereto;






	 	(f)	 	any other agreement or document
executed pursuant to any of the
above or in connection with any of
the aforegoing; and
	 
	 	(g)	 	any other agreement or document
which is designated by the
Facility Agent, with the consent
of the Borrower, as a “Finance
Document”;





	 	 	 	 	 	 	 

	1.1.48.

	 	“Finance Parties”
	 	-
	 	means the Lenders, the Facility
Agent, the Arranger, the Security
Trustee and the Trust Company and
“Finance Party” means any of the
aforegoing persons;
	 
	 	 	 	 	 	 
	1.1.49.

	 	“Financial Close”
	 	-
	 	means the date specified in the
Initial Drawdown Request referred
to in clause 3.2.2 below and upon
which date the Loan was made
(being August 21, 2008);
	 
	 	 	 	 	 	 
	1.1.50.

	 	“Financial Year”
	 	-
	 	means a calendar year;
	 
	 	 	 	 	 	 
	1.1.51.

	 	“Gazit Canada”
	 	-
	 	means Gazit Canada Inc., a
corporation registered under the
laws of the province of Ontario of
85 Hanna Avenue, Suite 400, Toronto, Ontario MGK 3S3, Canada;












 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

- 18 -


	 	 	 	 	 	 	 

	1.1.52.

	 	“Gazit Canada
Charged 

Account”
	 	-
	 	means account number 28465 at Bank
Hapoalim, Central Branch (no. 600)
in the name of Gazit Canada, into
which account:







	 	(a)	 	all Securities in FCR pledged
under the Gazit Canada Israeli
Pledge and the Gazit Canada
Ontario Pledge are to be deposited
by way of a securities custody
deposit and held in accordance
with the Gazit Canada Israeli
Pledge and the Gazit Canada
Ontario Pledge; and
	 
	 	(b)	 	all Related Rights relating to
the Securities referred to in
paragraph (a) above are to be paid
or deposited;





	 	 	 	 	 	 	 

	1.1.53.

	 	“Gazit Canada Israeli Pledge”	 	-	 	means the pledge agreement (or
agreements), governed by Israeli
law, in the form of Schedule
1.1.53(A) hereto executed on
Financial Close between Gazit Canada
and the Security Trustee, as amended
on or about the Amendment Closing
Date in accordance with the
amendment in the form attached as Schedule 1.1.53(B)
hereto, pursuant to which and subject
to the terms and conditions thereof,
Gazit Canada granted to the Security
Trustee, as part of the security for
the Secured Obligations, inter alia:







	 	(a)	 	a first-ranking fixed pledge and
charge, as well as a floating
charge (without derogating from
clause 31.2 below), over 










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

- 19 -


	 	 	 	all rights relating to the Gazit Canada
Charged Account, including the
moneys therein and the debts
represented thereby; and






	 	(b)	 	a first-ranking fixed pledge and
charge over all rights and
interests of Gazit Canada in the
FCR Securities on deposit in the
Gazit Canada Charged Account and
all Related Rights to such FCR
Securities;





	 	 	 	 	 	 	 

	1.1.54.

	 	“Gazit Canada Ontario

 Guarantee”	 	-	 	means a guarantee in the form of
Schedule 1.1.54 hereto with
recourse only to assets pledged
under the Gazit Canada Israeli
Pledge and under the Gazit Canada
Ontario Pledge, executed on
Financial Close between Gazit
Canada and the Security Trustee,
pursuant to which, inter alia,
and subject to the terms and
conditions thereof, Gazit Canada
guaranteed all the Secured
Obligations;
	 
	 	 	 	 	 	 
	1.1.55.

	 	“Gazit Canada
Ontario Pledge”
	 	-
	 	means a pledge agreement,
governed by Ontario law, in the
form of Schedule 1.1.55(A) hereto
executed on Financial Close
between Gazit Canada and the
Security Trustee, as amended on
or about the Amendment Closing Date
in accordance with the amendment in
the form attached as Schedule 1.1.55(B)
hereto, pursuant to which 12,061,073
(twelve million sixty-one thousand and
seventy-three) common shares in the
capital stock of FCR (TSX symbol












 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

- 20 -


	 	 	 	 	 	 	 

	 

	 	 	 	 	 	FCR) and all Related Rights thereto; and CAD
106,790,000 (one hundred and six
million seven hundred and ninety
thousand Canadian Dollars) aggregate
face value Series A convertible
debentures of FCR (TSX symbol FCR.DB.A)
and all Related Rights thereto, are all
charged in favour of the Security
Trustee by way of first-ranking fixed
charge as security for all the Secured
Obligations;
	 
	 	 
	1.1.55A.

	 	“Gazit Canada Preferred
Redemption Price”
	 	-
	 	shall bear the meaning
ascribed to such term in
clause 13.7A.1 below;
	 
	 	 	 	 	 	 
	1.1.55B.

	 	“Gazit Canada Preferred Shares”	 	-	 	means the shares issued by
Gazit Canada and designated
as Preferred Shares in
accordance with the
Articles of Amalgamation of
Gazit Canada, a copy of
which Articles of
Amalgamation is attached as
Schedule 1.1.55B hereto;
	 
	 	 	 	 	 	 
	1.1.56.

	 	“Gazit Midas”
	 	-
	 	means Gazit Midas Limited.,
a company organised under
the laws of Jersey of
Templar House, Don Road,
St. Helier, Jersey, Channel
Islands;
	 
	 	 	 	 	 	 
	1.1.57.

	 	“Gazit Midas
Charged Account Israel”
	 	-
	 	means account number 25989
at Bank Hapoalim, Central
Branch (no. 600) in the
name of Gazit Midas, to
which account all moneys
from the Gazit Midas
Charged Account London are
to be transferred;
	 
	 	 	 	 	 	 
	1.1.58.

	 	“Gazit Midas Charged
Account London”
	 	-
	 	means account number 23427 at Bank Hapoalim, London 












 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

- 21 -





	 	Branch, in the name of Gazit Midas:





	 	(a)	 	to which account, all investments
from the Borrower shall be
transferred pursuant to this
Agreement;
	 
	 	(b)	 	into which account, the Pledged
MEL Shares shall be deposited and
held pursuant to the Custodian
Agreement; and
	 
	 	(c)	 	to which account all Related
Rights (including Distributions
and other amounts) payable by MEL
in respect of the Pledged MEL
Shares are to be paid;





	 	 	 	 	 	 	 

	1.1.59.

	 	“Gazit Midas
Charged

 Accounts”
	 	-
	 	means the Gazit Midas Charged
Account Israel and the Gazit Midas
Charged Account London;
	 
	 	 	 	 	 	 
	1.1.60.

	 	“Gazit Midas
English Pledge”
	 	-
	 	means the security agreement,
governed by English law as
amended, restated and supplemented
on the Amendment Closing Date, in
the form attached as 

Schedule
1.1.60(A) hereto (in accordance
with the amendment, restatement
and supplemental deed in
the form attached as Schedule 1.1.60(B)
hereto) between Gazit Midas and the
Security Trustee, pursuant to which and
subject to the terms and conditions
thereof, Gazit Midas granted to the
Security Trustee, as part of the
security for the Secured Obligations,
inter alia, a first-ranking security













 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

- 22 -








	 	assignment and fixed pledge over:






	 	(a)	 	all rights of Gazit Midas
relating to the Gazit Midas
Charged Account London, including
the moneys therein and the debts
represented thereby;
	 
	 	(b)	 	all rights of Gazit Midas under
the Custodian Agreement, including
all of its rights, title and
interest in and to the Pledged MEL
Shares) and all Related Rights in
connection therewith;
	 
	 	(c)	 	all rights of Gazit Midas under
the Master Transaction Agreement
to receive compensation or return
of moneys due to any breach of the
Master Transaction Agreement or
indemnity thereunder (including
all rights to any Claims (as
defined in the Master Transaction
Agreement)); and
	 
	 	(d)	 	all rights of Gazit Midas under
the Transaction Agreement to
receive those Pledged MEL Shares
to be issued in accordance with
such agreement and to receive
compensation or return of moneys,
including due to any breach of the
Transaction Agreement or pursuant
to any indemnity thereunder,
including all present and future
claims, causes of action, payments
and proceeds in respect thereof;










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

- 23 -







	 	 	 	 	 	 	 

	1.1.61.

	 	“Gazit Midas
Israeli Pledge”
	 	-
	 	means the pledge agreement, governed
by Israeli law, in the form of
Schedule 1.1.61 hereto executed on
Financial Close between Gazit Midas
and the Security Trustee, pursuant
to which and subject to the terms and
conditions thereof, Gazit Midas granted
to the Security Trustee, as part of the
security for the Secured Obligations,
inter alia, a first-ranking fixed
pledge and charge, as well as a
floating charge (without derogating
from clause 31.2 below), over all
rights relating to the Gazit Midas
Charged Account Israel, including the
moneys therein and the debts
represented thereby;






	 	 	 	 	 	 	 

	1.1.62.

	 	Intentionally Deleted;	 	 	 	 
	 
	 	 	 	 	 	 
	1.1.63.

	 	“Governmental
Authorisation”
	 	-
	 	means any approval, consent,
concession, exemption,
notification, resolution,
licence, permit, waiver or
other authorisation issued,
granted, given or otherwise
made available by or under
the authority of any
Governmental Body or pursuant
to any law;
	 
	 	 	 	 	 	 
	1.1.64.

	 	“Governmental Body”
	 	-
	 	means any governmental,
national, state, local,
municipal or other
government, governmental or
quasi-governmental authority
of any nature (including any
governmental agency, branch,
ministry, department,
official or entity and any
court or other tribunal), or
body exercising or entitled
to exercise any
administrative, executive,
judicial, legislative,
police, regulatory or taxing
authority or power of any
nature (including, for the
avoidance of doubt, the












 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

- 24 -


	 	 	 	 	 	 	 

	 

	 	 	 	 	 	Bank of Israel and the Jersey
Financial Services
Commission);
	 
	 	 	 	 	 	 
	1.1.65.

	 	Intentionally Deleted;	 	 	 	 
	 
	 	 	 	 	 	 
	1.1.66.

	 	“Indebtedness”
	 	-
	 	means any obligation (whether
incurred as principal, surety
or guarantor) for the payment
or repayment of money,
whether present or future, actual or contingent;
	 
	 	 	 	 	 	 
	1.1.67.

	 	“Initial Drawdown
Request”
	 	-
	 	means the Drawdown Request
to be delivered and
completed by the Borrower
prior to Financial Close
pursuant to clause 3.2.2
below in respect of the
Loan;
	 
	 	 	 	 	 	 
	1.1.68.

	 	Intentionally Deleted;	 	 	 	 
	 
	 	 	 	 	 	 
	1.1.69.

	 	Intentionally Deleted;	 	 	 	 
	 
	 	 	 	 	 	 
	1.1.70.

	 	“Intercreditor
Agreement”
	 	-
	 	means the security trust and
intercreditor agreement to
be entered into amongst the
Finance Parties;
	 
	 	 	 	 	 	 
	1.1.71.

	 	“Interest
Determination Date”
	 	-
	 	with respect to any Interest
Period for the Loan, shall
bear the meaning ascribed to
such term in clause 1.1.79
below;
	 
	 	 	 	 	 	 
	1.1.72.

	 	“Interest Payment Date”
	 	-
	 	means the last Business Day
of each Interest Payment
Period;
	 
	 	 	 	 	 	 
	1.1.73.

	 	“Interest
Payment Periods”
	 	-
	 	means, consecutive 3 (three)
month periods, the first
commencing on the Drawdown
Date of the Loan or, in the
event the Loan is reborrowed
upon its Repayment Date
pursuant to clause 5 below,
the first commencing, in
respect of the Loan,
reborrowed, as aforesaid, on
such Repayment 












 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

- 25 -





	 	Date;
provided that,
notwithstanding the
aforegoing:





	 	(a)	 	if any Interest Payment Period
would otherwise end on a day which
is not a Business Day, such
Interest Payment Period shall end
on the immediately following
Business Day, unless such
immediately following Business Day
falls in the next calendar month, in which event such
Interest Payment Period shall end
on the immediately preceding
Business Day;
	 
	 	(b)	 	each Interest Payment Period
(other than the respective first
Interest Payment Periods for the
Loan) shall commence on the expiry
of the Interest Payment Period
preceding such Interest Payment
Period;
	 
	 	(c)	 	no Interest Payment Period shall
extend later than the last day of
the Duration Period for the Loan;
and
	 
	 	(d)	 	in relation to any sums due and
payable but unpaid by an Obligor
under the Finance Documents,
“Interest Payment Periods” shall
mean each period determined in
accordance with clause 7.2.2
below;





	 	 	 	 	 	 	 

	1.1.74.

	 	“Interest Period”
	 	-
	 	means, with respect to any Interest Payment Period for the Loan, at the
election of the Borrower, as determined in the 












 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

- 26 -







	 	Drawdown Request for the Loan, either:







	 	(a)	 	such Interest Payment Period; or
	 
	 	(b)	 	consecutive periods of 1 (one)
month each falling within such
Interest Payment Period, the first
commencing on the first day of
such Interest Payment Period;





	 	 	 	 	 	 	 

	1.1.75.

	 	“Investor Parties”
	 	-
	 	means:







	 	(a)	 	Gazit Midas; and
	 
	 	(b)	 	CPI CEE or any other holder of
Securities of MEL becoming a party
to the Shareholders’ Agreement by
taking assignment of rights and
obligations under the
Shareholders’ Agreement;





	 	 	 	 	 	 	 

	1.1.76.

	 	“Knowledge”
	 	-
	 	the Borrower shall be deemed to have
“Knowledge” of a particular fact or
matter: (a) with respect to any
representations and/or warranties
relating to any person, matter or thing,
other than MEL, if any person who is
serving as an officer or director of the
Borrower has, or at any time had, actual
knowledge of such fact or matter; or (b)
with respect to any representations
and/or warranties relating to MEL, if
any of those persons listed in Schedule
1.1.76 hereto has, or at any time had,
actual knowledge of such fact or matter.
Any representation and/or warranty
which is qualified by Knowledge will, to
the extent relating to: (i) any person,
matter or thing, other than MEL, be
deemed to be to












 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

- 27 -


	 	 	 	 	 	 	 

	 

	 	 	 	 	 	the best of the
Borrower’s knowledge, after reasonable,
diligent inquiry has been made; or (ii)
MEL, shall be deemed to be to the best
of the Borrower’s knowledge, after the
actual inquiries that have been made by
the Borrower and/or on its behalf in
connection with the transactions
contemplated under the Master
Transaction Agreement, including by the
Borrower’s auditors, lawyers and/or
other professional advisers;
	 
	 	 	 	 	 	 
	1.1.77.

	 	“Lenders”
	 	-
	 	means Bank Hapoalim, Discount Bank,
Union Bank and any other entity, if any,
which becomes a party to this Agreement
pursuant to clause 23.3 below, and any successor of any of
the aforegoing;






	 	 	 	 	 	 	 

	1.1.77A.

	 	“Lenders’ Additional	 	 	 	 
	 

	 	Fee Letter”
	 	-
	 	means the fee letter dated on
or about the Amendment Closing
Date between the Facility
Agent and the Borrower with
respect to fees payable by the
Borrower to the Facility Agent
for the account of all the
Lenders;
	 
	 	 	 	 	 	 
	1.1.77B.

	 	“Lenders’ Amendments
Fee Letters”
	 	-
	 	means the letters dated
January 28, 2009 and March 25,
2009, each between the
Facility Agent and the
Borrower with respect to fees
payable by the Borrower to the
Facility Agent for the account
of all the Lenders, regarding
the amendments made on the
aforesaid dates;
	 
	 	 	 	 	 	 
	1.1.78.

	 	“Lenders’ Upfront
Fee Letter”
	 	-
	 	means the fee letter dated
August 21, 2008 between the
Facility Agent and the
Borrower












 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

- 28 -


	 	 	 	 	 	 	 

	 

	 	 	 	 	 	with respect to fees
payable by the Borrower to the
Facility Agent for the account
of all the Lenders;
	 
	 	 	 	 	 	 
	1.1.79.

	 	“LIBOR”
	 	-
	 	means, with respect to each
Interest Period, the interest
rate per annum published by
the British Bankers
Association (“the LIBOR
Publisher”) on the Interest
Determination Date for such
Interest Period, as the
average of the libor rates
offered by a number of
selected banks in the London
Interbank market with respect
to Euro loans for a period
equal to such Interest Period.
The aforesaid averaging and
the selection of the relevant
banks will be performed in
accordance with the then
prevailing rules of the LIBOR
Publisher (on the Interest
Determination Date) for
selection of the relevant
banks and for averaging of the
said rates. The aforesaid average rates
will be rounded up by the Facility
Agent to the nearest whole multiple of
1/8% (one-eighth
of a percent) and the result will
constitute LIBOR for such Interest
Period.
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	The Facility Agent may obtain the
information needed to ascertain LIBOR
for any Interest Period, at its
discretion either directly from the
LIBOR Publisher or from the Reuters
service or from any other financial
news service which the Facility Agent
may consider as a suitable replacement
for the Reuters service; provided such
replacement is applicable generally for
the customers of Bank Hapoalim. 



Subject to the final sentence of this
paragraph, the Facility 












 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

- 29 -


	 	 	 	 	 	 	 

	 

	 	 	 	 	 	Agent will be
entitled from time to time and for any
reason to: (a) replace the LIBOR
Publisher with another publisher of
libor if, in the opinion of the
Facility Agent, such replacement
publisher is a suitable replacement for
the LIBOR Publisher, and all
irrespective of whether or not the
replacement determines libor using a
similar method and similar sources of
information to the LIBOR Publisher; or
(b) specially appoint a third party for
the purpose of averaging the libor
rates offered by a number of 2 (two) or
more banks selected by the Facility
Agent in the London Interbank market
with respect to Euro loans. Without
limiting the generality of the
aforegoing, the Facility Agent shall be
entitled to replace the LIBOR Publisher
(or any replacement publisher), inter
alia, in the event that the LIBOR
Publisher fails to publish libor
interest rates as aforesaid for the
relevant Interest
Determination Date. Any replacement
libor publisher or third party
appointed in accordance with the
aforegoing shall thereafter be the
“LIBOR Publisher”. In the event that,
in the view of the Facility Agent, the
LIBOR Publisher requires replacement
but there is no suitable replacement
available, the Facility Agent will be
entitled itself to select 2 (two) or
more banks in the London Interbank
market and to determine LIBOR
(including by performing the necessary
averaging). The provisions of this
paragraph will be applicable only if
any replacement, appointment or
selection, as applicable,












 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

- 30 -


	 	 	 	 	 	 	 

	 

	 	 	 	 	 	referred to
above is made generally for the
customers of Bank Hapoalim.
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	For the purposes hereof, “Interest
Determination Date” means, for any
Interest Period, at or about 11:00 a.m.
London time on the day falling 2 (two)
Business Days prior to the first day of
such Interest Period. For the purposes
of this clause 1.1.79 only, “Business
Day” shall mean a day on which loans
are made between banks in the London
Interbank market in Euro and which is
not an Israeli Non-Banking Day (as
defined in clause 1.1.18(b) above);






	 	 	 	 	 	 	 

	1.1.80.

	 	“Loan”
	 	-
	 	means the loan drawn down under the Facility
on Financial Close (as such loan may be
reborrowed pursuant to clause 5 below,
subject to the terms thereof), or, as the
case may be, the principal amount thereof
outstanding from time to time;
	 
	 	 	 	 	 	 
	1.1.81.

	 	“LTV”
	 	-
	 	means, at any time (“the Relevant Date”) the
ratio of:







	 	(a)	 	the Total Outstandings at the
Relevant Date, less the sum of any
cash deposits in any of the
Charged Accounts at the Relevant
Date which cash deposits are duly
pledged (by way of first-ranking
fixed charge) in favour of the
Security Trustee under the
relevant Security Documents; to
	 
	 	(b)	 	the Aggregate Average Market
Value for the Relevant Period
ending on the Relevant Date, plus










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

- 31 -


	 	 	 	the value as determined by the
Facility Agent of any other
collateral provided in accordance
with clause 15.19.1.3 below.





	 	 	 	 	 	 	 

	 

	 	 	 	 	 	Notwithstanding the aforegoing, in the
event that, on any Relevant Date when
the LTV is to be calculated, the
provisions of the first paragraph of
clause 15.7.2 below (excluding clauses
15.7.2.1 and 15.7.2.2 below) or of the
first paragraph of clause 15.8.2 below
(as qualified by clause 15.8.2.1
below), would be applicable with
respect to FCR or Equity One as if the
references in such clauses to “Obligor
(other than the Borrower or Gazit
Midas)” were references also to Equity
One and/or FCR, then, for the purposes
of calculating the LTV, the Average
Market Value Equity One or, as
applicable, the Average Market Value
FCR, will be excluded from the
Aggregate Average Market Value;
	 
	 	 	 	 	 	 
	1.1.82.

	 	“Margin”
	 	-
	 	means, with respect to the period until January 29, 2009, [***] (one point
ninety-five percent) and with respect to the
period thereafter, [***] (two point
five percent);






	 	 	 	 	 	 	 

	1.1.83.

	 	“Master Transaction	 	 	 	 
	 

	 	Agreement”
	 	-
	 	means the Master
Transaction Agreement
dated March 20, 2008
amongst MEL, MERE, Meinl
Bank AG, CPI/Gazit, the
Borrower and CPI, a copy
of which agreement is
attached as Schedule
1.1.83 hereto, including
all Contracts ancillary
thereto or entered into
pursuant thereto
(including the
Relationship Agreement);












 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

- 32 -


	 	 	 	 	 	 	 

	1.1.84.

	 	“Material Adverse Effect”
	 	-
	 	means any event, matter,
development or
circumstance which,
individually or in the
aggregate, impairs or is
likely to impair the
ability of the Borrower or
the other Obligors to
comply with their
respective obligations
under the Finance
Documents (other than the
Standard Forms), or has or
is reasonably likely to
have a material adverse
effect on the validity or
enforceability of the
Finance Documents (other
than the Standard Forms),
or on the rights of the
Finance Parties under, or
the available remedies
under, any of the Finance
Documents (other than the
Standard Forms), or,
without limiting the
generality of the
aforegoing, on the
validity, perfection or
enforcement of any of the
Encumbrances created or
purported to be created
under any Finance
Document.
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	For the avoidance of
doubt, any event, matter,
development or
circumstance constituting: (a) a decrease in the
Borrower’s, MEL’s, FCR’s
or Equity One’s share
price and/or a decrease in
the Aggregate Average
Market Value; and/or (b)
any action taken by the
Borrower, any Obligor as
contemplated by the
Finance Documents or with
the Facility Agent’s consent, shall not
be considered a Material Adverse
Effect;






	 	 	 	 	 	 	 

	1.1.85.

	 	“MEL”
	 	-
	 	means Atrium European Real Estate
Limited (formerly Meinl European
Land Limited), a company organised
under the laws of Jersey of 11-15
Seaton Place, St. Helier, Jersey
JE4 0QH, Channel Islands;












 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

- 33 -


	 	 	 	 	 	 	 

	1.1.86.

	 	“MERE”
	 	-
	 	means Meinl European Real Estate
Limited, a company organised under
the laws of Jersey of 11-15 Seaton
Place, St. Helier, Jersey JE4 0QH,
Channel Islands;
	 
	 	 	 	 	 	 
	1.1.87.

	 	“MGN America”
	 	-
	 	means MGN America, LLC, a limited
liability company incorporated
under the laws of Delaware, USA
(registered number 4162337) of
North Miami Beach, Florida 33179,
USA;
	 
	 	 	 	 	 	 
	1.1.88.

	 	“MGN America
Charged Account”
	 	-
	 	means an account to be opened at
Bank Hapoalim, Central Branch (no.
600) in the name of MGM America,
into which account:







	 	(a)	 	all shares in Equity One pledged
under the MGN America Pledge, if
entered into, are to be deposited
by way of a securities custody
deposit and held in accordance
with the MGN America Pledge; and
	 
	 	(b)	 	all Related Rights relating to
the shares referred to in
paragraph (a) above are to be paid
or deposited;





	 	 	 	 	 	 	 

	1.1.89.

	 	“MGN America Pledge”
	 	-
	 	means the pledge agreement (or agreements), governed by Israeli law
in the form, mutatis mutandis, as the Gazit Canada Israeli Pledge, which may be executed between MGN America and the Security Trustee,
pursuant to which and subject to the
terms and conditions thereof, MGN
America shall grant to the Security
Trustee, as part of the 












 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

- 34 -





	 	security for
the Secured Obligations, inter alia:








	 	(a)	 	a first-ranking fixed pledge and
charge, as well as a floating
charge (without derogating from
clause 31.2 below), over all
rights relating to the MGN America
Charged Account, including the
moneys therein and the debts
represented thereby; and
	 
	 	(b)	 	a first-ranking fixed pledge and
charge over all rights and
interests of MGN America in the
Equity One Shares on deposit in
the MGN America Charged Account;





	 	 	 	 	 	 	 

	1.1.90.

	 	“MTA Closing”
	 	-
	 	means the Closing (as defined in the
Master Transaction Agreement) of the
Master Transaction Agreement, in
accordance with its terms (as such
terms may be modified by the consent
of the parties thereto, subject to
clause 15.10.2 below);
	 
	 	 	 	 	 	 
	1.1.91.

	 	“NYSE”
	 	-
	 	means the New York Stock Exchange;
	 
	 	 	 	 	 	 
	1.1.92.

	 	“Obligors”
	 	-
	 	means the Borrower, Gazit Midas, MGN
America, Gazit Canada and any other
person providing (pursuant to clauses
14.15 or 15.19.1.3 below), collateral
in favour of the Security Trustee as
security for the Secured Obligations,
pursuant to a Security Document (with
respect to MGN America, Gazit Canada or
any other person as aforesaid, for so
long as MGN America, Gazit Canada or
such other person is party to a
Security 












 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

- 35 -


	 	 	 	 	 	 	 

	


1.1.93.

	 	


“Order”
	 	


-
	 	Document) and “Obligor” means
any of them;



means any award, decision,
injunction, judgment,
order, ruling, subpoena or
verdict entered, issued,
made or rendered by any
Governmental Body or by
any arbitrator;
	 
	 	 	 	 	 	 
	1.1.94.

	 	“Organisational
Documents”
	 	-
	 	means the certificate of
incorporation, memorandum
of association, articles
of association, by-laws or
other documents of
incorporation or
organisational documents
of any person (other than
a natural person);
	 
	 	 	 	 	 	 
	1.1.94A.

	 	“Original
Agreement Date”
	 	-
	 	means August 21, 2008, the
date on which the original
Facility Agreement was
signed;
	 
	 	 	 	 	 	 
	1.1.95.

	 	Intentionally Deleted;	 	 	 	 
	 
	 	 	 	 	 	 
	1.1.96.

	 	“Pledged Equity
One Shares”
	 	-
	 	means, at any time, those
shares of common stock of
Equity One, if any, duly
pledged by way of
first-ranking fixed pledge
and charge in favour of
the Security Trustee under
the MGN America Pledge at
such time;
	 
	 	 	 	 	 	 
	1.1.97.

	 	“Pledged FCR Securities”
	 	-
	 	means, at any time, those
FCR Securities duly
pledged by way of
first-ranking fixed pledge
and charge in favour of
the Security Trustee under
the Gazit Canada Israeli
Pledge and under the Gazit
Canada Ontario Pledge at
such time;
	 
	 	 	 	 	 	 
	1.1.98.

	 	“Pledged Gazit
Midas Shares”
	 	-
	 	means, at any time, those
shares of Gazit Midas duly
pledged by way of
first-ranking fixed pledge
and charge in












 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

- 36 -


	 	 	 	 	 	 	 

	 

	 	 	 	 	 	favour of the Security Trustee under
the Borrower Jersey Pledge at such time;






	 	 	 	 	 	 	 

	1.1.99.

	 	Intentionally Deleted;	 	 	 	 
	 
	 	 	 	 	 	 
	1.1.100.

	 	“Pledged MEL Shares”
	 	-
	 	means, at any time, those
ordinary shares (or Austrian
Depository Certificates
representing ordinary
shares) in MEL held by Gazit
Midas (together with all
Related Rights in relation
thereto, which shares,
together with all Related
Rights in relation thereto
are or, as applicable, with
effect from the Amendment
Closing Date shall be,
deposited in the Gazit Midas
Charged Account London and
pledged by way of
first-ranking fixed pledge
and charge in favour of the
Security Trustee under the
Gazit Midas English Pledge
at such time, it being
recorded that on the
Amendment Closing Date there
are on deposit in the Gazit
Midas Charged Account London
104,930,548 (one hundred and
four million nine hundred
and thirty thousand five
hundred and forty-eight)
ordinary shares in MEL;
	 
	 	 	 	 	 	 
	1.1.101.

	 	“Pledged Securities”
	 	-
	 	means, collectively, the
Pledged MEL Shares, the
Pledged Equity One Shares
and the Pledged FCR
Securities;
	 
	 	 	 	 	 	 
	1.1.102.

	 	“Proceeding”
	 	-
	 	means any action, claim,
arbitration, audit, hearing,
investigation, litigation or
suit (whether civil,
criminal, administrative,
investigative or informal)
commenced, brought,
conducted or heard by or
before any Governmental
Body, arbitrator or
mediator;












 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

- 37 -


	 	 	 	 	 	 	 

	1.1.103.

	 	“Proportion”
	 	-
	 	means, in relation to a
Lender at any time, the
proportion borne by such
Lender’s Total Outstandings
at such time to
the aggregate Total Outstandings at
such time;






	 	 	 	 	 	 	 

	1.1.104.

	 	“Quarter”
	 	-
	 	means a calendar quarter
(January 1—March 31; April
1—June 30; July
1—September 30; and
October 1—December 31);
	 
	 	 	 	 	 	 
	1.1.105.

	 	Intentionally Deleted;	 	 	 	 
	 
	 	 	 	 	 	 
	1.1.105A.

	 	“Reduced Share
Holding Period”
	 	-
	 	means any period during
which the aggregate of the
number of shares of MEL
held by: (a) the Investor
Parties and being subject
to the Shareholders’
Agreement (or if the
Shareholders’ Agreement
shall no longer be
applicable, without
derogating from any other
provisions of this
Agreement, then the number
of shares of MEL held by
Gazit Midas); and (b) the
Borrower or any Subsidiary
of the Borrower (in
addition to those shares
referred to in paragraph
(a) above), shall give to
the Investor Parties (or
Gazit Midas, as
applicable), a percentage
of voting power which is
less than 34% (thirty-four
percent) of the aggregate
voting power of all
shareholders of MEL;
	 
	 	 	 	 	 	 
	1.1.106.

	 	“Related Rights”
	 	-
	 	means, in respect of any
shares or any other
Securities (including, for
the avoidance of doubt, all
shares in MEL, all shares
of common stock in Equity
One, all shares of common
stock in FCR, all













 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

- 38 -



	 	 	 	debentures of FCR and all shares in
Gazit Midas):
	 
	 	(a)	 	any Distributions, or interest
paid or payable in relation
thereto;
	 
	 	(b)	 	any shares, Securities, rights
under a rights offering or money
accruing or offered at any time,
whether by way of redemption,
bonus, splits, preference,
pre-emption, option rights,
warrants, substitution, exchange,
conversion or otherwise in
relation or attributable to, or in
respect of, any such shares or
other Securities (excluding only shares or other Securities
acquired by realisation of rights,
warrants or similar instruments,
which shares were acquired by the
Borrower, Gazit Canada or MGN
America, in each case, by
investing their own funds or by
Gazit Midas using share capital or
shareholders’ loans provided by
the Borrower as referred to in
clause 14.7.1 below, for the
avoidance of doubt, without the
Borrower utilising the Loan under
this Agreement to finance such
share capital or shareholders’
loans); and
	 
	 	(c)	 	all Distributions, interest or
other income in respect of any
asset or right as referred to in
paragraph (b) above;





	 	 	 	 	 	 	 
	1.1.107.

	 	“Relationship Agreement”
	 	-
	 	means the relationship agreement dated August 1, 2008 










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

- 39 -







	 	 	 	 	 	 	 

	 

	 	 
	 	 
	 	entered
into amongst MEL, the Borrower and CPI CEE, as amended and restated on September 2, 2009, a copy
of which agreement, as amended and
restated as aforesaid, is attached as
Schedule 1.1.107 hereto;






	 	 	 	 	 	 	 

	1.1.108.

	 	“Relationship Agreement
Deed of Assignment”
	 	-
	 	means the deed of assignment and novation dated August 1, 2008 between the
Borrower, MEL, Gazit Midas and CPI, pursuant to which all rights and liabilities
of the Borrower under the Relationship Agreement were assigned and novated to
Gazit Midas, a copy of which deed is attached as Schedule 1.1.108 hereto;
	 
	 	 	 	 	 	 
	1.1.109.

	 	“Repayment Date”
	 	-
	 	means the date on which the Duration Period for the Loan expires;
	 
	 	 	 	 	 	 
	1.1.110.

	 	“Secured Obligations”
	 	-
	 	means all present and future obligations and liabilities (whether actual or
contingent, whether owed jointly or severally or in any capacity whatsoever), of
the Borrower and the other Obligors to the Finance Parties under the Finance
Documents, including all costs, charges and expenses (including legal fees)
incurred by any Finance Party, which are payable by the Obligors pursuant to the
Finance Documents in connection with the protection, preservation or enforcement
of their rights under the Finance Documents;
	 
	 	 	 	 	 	 
	1.1.111.

	 	“Securities”
	 	-
	 	means, in relation to any entity:






	 	(a)	 	shares or shares of capital stock
or voting securities or ownership
interests in such entity;












 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

- 40 -



	 	(b)	 	securities of that entity
convertible into or exchangeable
for shares or shares of capital
stock or voting securities or
ownership interests in such
entity;
	 
	 	(c)	 	options, warrants, rights or
other agreements or commitments to
acquire from that entity, or
obligations of that entity to
issue, any shares or shares of
capital stock, voting securities
or other ownership interests in
(or securities convertible into or
exchangeable for shares or shares
of capital stock or voting
securities or other ownership
interests in) that entity;
	 
	 	(d)	 	obligations of that entity to
grant, extend or enter into any
subscription, warrant, right,
convertible or exchangeable
security or other similar
agreement or commitment relating
to the issuance of any shares or shares of capital stock, voting
securities or other ownership
interests in that entity; or
	 
	 	(e)	 	deposit receipts or certificates
representing, directly or
indirectly, any of the aforegoing;





	 	 	 	 	 	 	 

	1.1.112.

	 	“Securities Law”
	 	-
	 	means the Israeli Securities
Law, 5728—1968;












 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

- 41 -


	 	 	 	 	 	 	 

	1.1.113.

	 	“Security Documents”
	 	-
	 	means:







	 	(a)	 	the Borrower Debenture;
	 
	 	(b)	 	the Borrower Jersey Pledge;
	 
	 	(c)	 	the Gazit Midas English Pledge;
	 
	 	(d)	 	the Gazit Midas Israeli Pledge;
	 
	 	(e)	 	Intentionally Deleted;
	 
	 	(f)	 	the MGN America Pledge, if
applicable;
	 
	 	(g)	 	the Gazit Canada Israeli Pledge;
	 
	 	(h)	 	the Gazit Canada Ontario Pledge;
	 
	 	(i)	 	the Gazit Canada Ontario Guarantee;
	 
	 	(j)	 	the Custodian Agreement;
	 
	 	(k)	 	each mortgage, pledge, assignment
by way of charge or other security
agreement evidencing or creating
an Encumbrance in favour of the
Security Trustee to be executed
from time to time pursuant to or
in accordance with any of the
documents referred to in this
clause 1.1.113 above or otherwise
for the purposes of securing any
obligations and liabilities under
the Finance Documents (including,
if applicable, pursuant to clauses
14.15 or 15.19.1.3 below);










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

- 42 -








	 	(l)	 	irrevocable instructions from
Gazit Midas to Bank Hapoalim
(London branch) and the Facility Agent to transfer all amounts
received into the Gazit Midas
Charged Account London in respect
of the Pledged MEL Shares or
other amounts as referred to in
clause 6.4.1 below to the Gazit
Midas Charged Account Israel;
	 
	 	(m)	 	irrevocable instructions from Gazit Midas to Bank Hapoalim (Tel-Aviv branch) and
the Facility Agent to transfer all amounts received into the Gazit Midas Charged Account
Israel as referred to in clause 6.4.1 below to the Borrower Charged Account;
	 
	 	(n)	 	all acknowledgments and Consents
required to be delivered pursuant
to the documents referred to in
this clause 1.1.113 above; and
	 
	 	(o)	 	any other agreement or deed from
time to time entered into in
favour of the Security Trustee for
the purposes of securing any
obligations and liabilities under
the Finance Documents;





	 	 	 	 	 	 	 

	1.1.114.

	 	“Security Trustee”
	 	-
	 	means Bank Hapoalim or any
successor security trustee
appointed in accordance with
the provisions of clause
22.2.6 below. All
references in this Agreement
to obligations or collateral
granted to, or in












 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

- 43 -


	 	 	 	 	 	 	 

	 

	 	 	 	 	 	favour of,
the Security Trustee under
the Finance Documents shall
be deemed to be references
to the Security Trustee on
behalf of the Finance
Parties (including the
Security Trustee);
	 
	 	 	 	 	 	 
	1.1.115.

	 	“Senior Office Holder”
	 	-
	 	means, with respect to the
Borrower, any member of the
board of directors, the
chief executive officer,
chief financial officer or
any other direct deputy of
the chief executive officer;
	 
	 	 	 	 	 	 
	1.1.116.

	 	“Shareholders’
Agreement”
	 	-
	 	means the cooperation and
voting agreement as amended
and restated on September 2,
2009, a copy of which
agreement, as amended and
restated as aforesaid, is
attached as Schedule 1.1.116
hereto entered into between
CPI CEE and Gazit Midas,
governing the relationship
between the parties thereto
as direct or indirect
shareholders of MEL
(including those provisions
of the Investor Parties Term
Sheet between CPI and the
Borrower of March 2008
which, pursuant to the
cooperation and voting
agreement, still remain in
effect, such term sheet also
being attached as part of
Schedule 1.1.116 hereto);
	 
	 	 	 	 	 	 
	1.1.117.

	 	“Significant
Management Rights”
	 	-
	 	the Borrower shall be deemed
to hold the Significant
Management Rights in respect
of MEL for so long as all the













 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

- 44 -



	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	following cumulative conditions are met:






	 	(a)	 	the Investor Parties have the
right jointly to appoint:






	 	(i)	 	at least 4 (four) members
of the board of directors of
MEL (“the MEL Board”), which
comprise at least 40% (forty
percent) of the maximum
number of members of the MEL
Board;
	 
	 	(ii)	 	at least 50% (fifty
percent) of the members of
the nomination committee
nominating candidates for
independent director
positions on the
MEL Board
(such independent
directors’ positions not
to include the members of
the MEL Board appointed
pursuant to paragraph (i)
above); and
	 
	 	(iii)	 	the chairman of the MEL
Board, who will be one of
the 4 (four) directors
appointed by the Investor
Parties;






	 	(b)	 	the prior written consent of
Gazit Midas is required with
respect to the matters set out in
section 3.1 of the Relationship
Agreement;










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

- 45 -








	 	(c)	 	the Borrower owns all means of
control in Gazit Midas and is the
sole holder of all rights of
shareholders in, and controller
of, Gazit Midas;
	 
	 	(d)	 	Gazit Midas under the
Shareholders’ Agreement possesses
at least 50% (fifty percent) of
the Investor Parties’ rights to
appoint members of the MEL Board
and members of the nomination
committee of MEL pursuant to
paragraphs (a)(i) and (ii) above
and of all other of the Investor
Parties’ rights under the
articles of association of MEL
and under the Relationship
Agreement;
	 
	 	(e)	 	Gazit Midas owns at least
80,000,000 (eighty million) shares
of MEL;
	 
	 	(f)	 	under the Articles of Association
of MEL or under law, a majority of
two-thirds of the shareholders of
MEL is required with respect
to the matters set out
in Schedule 1.1.117(f) hereto
(“Major Matters”);
	 
	 	(g)	 	under the Shareholders’
Agreement, Gazit Midas has the
right to require the Investor
Parties to exercise their votes in
MEL in order to block any of the
resolutions of the shareholders of
MEL requiring a two-thirds’
majority resolution as 










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

- 46 -








	 	 	 	aforesaid
in paragraph (f) above; and
	 
	 	(h)	 	no other person (either alone or
acting together with others) holds
a percentage of any means of
control in MEL which is equal to
or higher than
that percentage held by the
Investor Parties and to which the
Shareholders’ Agreement applies;





	 	 	 	 	 	 	 

	1.1.118.

	 	Intentionally Deleted;	 	 	 	 
	 
	 	 	 	 	 	 
	1.1.119.

	 	“Taxes”
	 	-
	 	means all income and other
taxes, including capital
taxes or charges on
capital gains, profits,
value-added taxes and all
other taxes of whatsoever
nature and levies,
imposts, duties
(including, registration
tax and capital duty),
charges, deductions and
withholdings in the nature
or on account of tax,
together with interest
thereon and penalties and
fees with respect thereto,
if any, and any payments
made on or in respect
thereof and “Tax” and
“Taxation” shall be
construed accordingly;
	 
	 	 	 	 	 	 
	1.1.120.

	 	“Threatened”
	 	-
	 	a claim, Proceeding,
dispute, action or other
matter will be deemed to
have been “Threatened” if
any demand or statement
has been made in writing
or any notice has been
given in writing to the
effect that such a claim,
Proceeding, dispute,
action or other matter may
be asserted, commenced,
taken or otherwise pursued
in the future;
	 
	 	 	 	 	 	 
	1.1.121.

	 	“Total Outstandings”
	 	-
	 	means, at any time, the
sum in Euro of the
aggregate amount of the
Loan under the Facility
together with all accrued but












 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

- 47 -


	 	 	 	 	 	 	 

	 

	 	 	 	 	 	unpaid interest
thereon, as well as all
other amounts outstanding
under the Finance
Documents at such time;
for the purposes of the
aforegoing, if any such
amount is denominated in a
currency other than Euro,
there shall be calculated
the equivalent thereof in
Euro at such time;
	 
	 	 	 	 	 	 
	1.1.121A.

	 	“Transaction Agreement”
	 	-
	 	means the Transaction
Agreement dated September 2,
2009 amongst MEL, Gazit Midas and CPI
CEE, a copy of which agreement is
attached as Schedule 1.1.121A hereto;






	 	 	 	 	 	 	 

	1.1.122.

	 	“Trust Company”
	 	-
	 	means Poalim Trust Services Ltd. or any successor thereof;
	 
	 	 	 	 	 	 
	1.1.123.

	 	“TSX”
	 	-
	 	means the Toronto Stock Exchange;
	 
	 	 	 	 	 	 
	1.1.124.

	 	“UCC”
	 	-
	 	means the Uniform
Commercial Code, as at any time adopted and in effect in the
State of New York, USA, specifically including and taking into
account all amendments, supplements, revisions and other
modifications thereto;
	 
	 	 	 	 	 	 
	1.1.125.

	 	“Union Bank”
	 	-
	 	means Union Bank
of Israel Ltd., a banking corporation incorporated under the laws of Israel;
	 
	 	 	 	 	 	 
	1.1.126.

	 	Intentionally Deleted;	 	 	 	 
	 
	 	 	 	 	 	 
	1.1.127.

	 	“Voting Agreements”
	 	-
	 	means the
Shareholders’ Agreement and any other binding voting, shareholder
or other agreements made between Gazit Midas and any other
shareholder or groups of shareholders in MEL, with regard to
shareholdings in MEL, such agreements not to be terminable on any
sale of 












 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	shares or change of control in Gazit Midas;
	 
	1.1.128.

	 	“Wholesale Interest”
	 	-
	 	means,
with respect to the Loan, the rate of interest, prior to the
addition of a margin, which shall be determined by the Facility
Agent, in its discretion, to be the base interest for loans which
the Facility Agent extends to its customers in general for a
similar amount, in the same currency and for the same type and
period as the Loan (the period of the Loan being, for the
avoidance of doubt, its Duration Period).
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	The Wholesale Interest shall
be determined as LIBOR plus a fixed addition above LIBOR. Such
fixed addition shall be determined, for the Loan, on the Interest
Determination Date prior to the first Interest Period for the
Loan and such fixed addition shall not vary during the Duration
Period for the Loan.






1.2. Headings





	 	 	Clause headings and the table of contents are inserted for
convenience of reference only and shall be ignored in the
interpretation of this Agreement.





1.3. Construction of Certain Terms





	 	 	In this Agreement, unless the context otherwise requires:






	1.3.1.	 	references to clauses and Schedules are to be construed as references to the clauses of, and
Schedules to, this Agreement and references to this Agreement include its Schedules;
	 
	1.3.2.	 	references to (or to any specified provision of) this Agreement or any other document shall
be construed as references to this Agreement, that provision or that document as in force for the






 










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.




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	 	 	time being and as amended, supplemented or otherwise modified in accordance with the terms
thereof, or, as the case may be, with the agreement of the relevant parties (for the avoidance
of doubt, none of the aforegoing shall be construed as permitting any such amendment,
supplement or modification (collectively, “Amendment”) where such Amendment requires the
consent of any party pursuant to the terms of any Finance Document and such consent has not
been duly given);
	 
	1.3.3.	 	words importing the plural shall include the singular and vice versa;
	 
	1.3.4.	 	“Affiliate” means, with respect to any person, any entity which controls, is controlled by,
or under common control with, such person;
	 
	1.3.5.	 	the “equivalent” on any given date in one currency (“the first currency”) of an amount
denominated in another currency (“the second currency”) means the amount of the first currency
which could be purchased with the amount of the second currency at: (a) in the case that one
of the two relevant currencies is NIS, the Representative Rate for the other currency; or (b)
in the case that neither of the relevant currencies is NIS, the rate equal to a fraction, the
numerator of which is the Representative Rate of the second currency and the denominator of
which is the Representative Rate of the first currency. In this clause 1.3.5, “Representative
Rate” shall mean, with respect to any currency other than NIS, the representative rate of
exchange of the NIS and such currency, last published by the Bank of Israel immediately prior
to the relevant date of payment or calculation (as the case may be) and, if the Bank of Israel
shall cease to publish a representative rate, then any other rate of exchange of the NIS and
such currency, officially published, which comes in place of such representative rate, last
published immediately prior to the relevant date of payment or calculation (as the case may
be) and, in the absence of any such official rate, then the average of the selling and buying
rates of exchange of such currency, for NIS (for cheques and remittances) prevailing at Bank
Hapoalim at the end of the last Business Day prior to the relevant date of payment or
calculation (as the case may be);
	 
	1.3.6.	 	“including” and “includes” means, including, without limiting the generality of any
description preceding such terms;










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	1.3.7.	 	a “law” includes any statute, law, regulation, treaty, rule, official directive, request or
guideline of any governmental, fiscal, monetary or regulatory body, agency, department,
regulatory or other authority or organisation, including, the position (guidelines) of the
Israeli Examiner of Banks with respect to proper conduct of banking affairs (“Hora’ot Nihul
Bankai Takin”) or any interpretation of any of the aforegoing by the Israeli Examiner of Banks
(or any analogous or equivalent position (guidelines), directives or interpretation thereof of
any non-Israeli banking authority having jurisdiction over any of the Finance Parties) or any
analogous or equivalent position (guidelines), directives or interpretation thereof of any
Governmental Authority having jurisdiction over any of the Finance Parties or any request or
guideline of any such banking authority or other Governmental Authority (all the above whether
or not having the force of law, but if not having the force of law, being one with which it is
the practice of banks or (to the extent applicable) other financial institutions in the
relevant country to comply);
	 
	1.3.8.	 	a “month” is a reference to a period starting on one day in a calendar month and ending on
the numerically corresponding day in the next succeeding calendar month, save that, where any
such period would otherwise end on a day which is not a Business Day, it shall end on the
immediately preceding Business Day; provided that, if a period starts on the last Business Day
in a calendar month or if there is no numerically corresponding day in the month in which that
period ends, that period shall end on the last Business Day in that later month; and “months”
and “monthly” shall be construed accordingly;
	 
	1.3.9.	 	“NIS” and “New Israel Sheqels” denote the lawful currency of Israel; “US $” and “US Dollars”
and “United States Dollars” denote the lawful currency of the United States of America; “CAD”
and “Canadian Dollars” denote the lawful currency of Canada; and “€” and “Euro” means the
single currency of the Participating Member States. “Participating Member States” means any
member state of the European Community that has adopted the Euro as its lawful currency in
accordance with the legislation of the European Community relating to economic and monetary
union;










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	1.3.10.	 	a “person” shall be construed as a reference to any person, firm, company, corporation,
government, state or agency of a state or any association or partnership (whether or not
having separate legal personality) or two or more of the aforegoing;
	 
	1.3.11.	 	“Subsidiary” of a person means any company, corporation or other entity directly or
indirectly controlled by such person;
	 
	1.3.12.	 	“VAT” shall be construed as a reference to value-added tax, including any similar Tax;
	 
	1.3.13.	 	the “winding-up”, “dissolution” or “administration” of a company or corporation shall be
construed so as to include any equivalent or analogous Proceedings under the law of the
jurisdiction in which such company or corporation is incorporated or any jurisdiction in which
such company or corporation carries on business, including liquidation, winding-up,
reorganisation (other than a solvent reorganisation), dissolution, administration for
insolvency reasons, arrangement (other than a solvent arrangement), freeze order (“Hakpa’at
Halichim”), adjustment (other than a solvent adjustment), protection from creditors or relief
of debtors;
	 
	1.3.14.	 	all accounting expressions which are not otherwise defined herein shall be construed in
accordance with Applicable Accounting Principles;
	 
	1.3.15.	 	any reference in this Agreement to a law shall be construed as a reference to such law as
the same may have been, or may from time to time be, amended or re-enacted;
	 
	1.3.16.	 	the Schedules and preamble to this Agreement form an integral part of this Agreement;
	 
	1.3.17.	 	the terms:






	1.3.17.1.	 	“interested party” (baal inyan) and “control” (including any derivatives thereof) shall
have the meanings respectively ascribed to such terms in the Securities Law;
	 
	1.3.17.2.	 	“dividend”, “relative” and “acquisition” shall have the meanings respectively ascribed to
such terms in the Companies Law; and










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	1.3.17.3.	 	“means of control” shall bear the meaning ascribed to such term in the Israeli Banking
(Licensing) Law, 5741—1981;






	 	 	and
	 
	1.3.18.	 	shares when used with regard to MEL shall include Austrian Depository Certificates or any
instrument equivalent thereto.





2. THE FACILITY





	2.1.	 	Grant of the Facility
	 
	 	 	Subject to the fulfilment of the conditions precedent set out in
clause 3 below, each of the Lenders, relying upon each of the
representations and warranties in clause 13 below, granted to the
Borrower, on Financial Close, for application only in accordance with
clause 2.2 below and otherwise subject to the terms and conditions of
this Agreement, the loan facility, the balance (principal) of the
Loan being, as at the Amendment Closing Date, €246,500,000 (two
hundred and forty-six million five hundred thousand Euro).
	 
	2.2.	 	Purpose
	 
	 	 	The Facility was made available only for the purpose of financing
(partially or in whole) the provision by the Borrower to Gazit Midas
of loans or equity to be used in connection with the acquisition of
Pledged MEL Securities (as such term was defined in this Agreement in
its form prior to the Amendment Closing Date) (it being recorded that
the Loan was made in respect of amounts already paid by the Borrower
through Gazit Midas for acquisition of Pledged MEL Securities (as
such term was defined as aforesaid)).
	 
	2.3.	 	Finance Parties’ Obligations Several
	 
	 	 	The obligations of each of the Finance Parties under this Agreement
shall be several; accordingly, the failure of a Finance Party to
perform its obligations under this Agreement shall not result in: (a)
the obligations of any other Finance Party being increased; nor (b)
the Borrower being discharged (in whole or in part) from any of its
obligations under this Agreement towards the other Financial Parties.
In no circumstances shall a Finance Party have any responsibility
for a failure of any other Finance Party to perform its obligations
under this Agreement.










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	2.4.	 	Finance Parties’ Rights Separate
	 
	 	 	The rights of each Finance Party under or in connection with the
Finance Documents are separate and independent rights and any
Indebtedness arising under the Finance Documents to a Finance Party
from the Borrower shall be a separate and independent debt.
	 
	2.5.	 	Subsistence of Obligations and Override






	2.5.1.	 	Nothing contained in or omitted from any Contract (including the Master Transaction
Agreement, the CPI/Gazit MTA Deed of Assignment, the Atrium Deed, the Transaction Agreement,
the Borrower MTA Assignment, the Relationship Agreement, the Relationship Agreement Deed of
Assignment, the Shareholders’ Agreement and any other Voting Agreement), Consent or document
referred to in this Agreement and notwithstanding that any Finance Party may have approved
thereof or consented thereto, shall in any way affect or diminish the Borrower’s obligations
under this Agreement or any Obligor’s obligations under the other Finance Documents.
	 
	2.5.2.	 	Any inconsistence or contrary obligation or restriction on the Borrower or any other Obligor
contained in any Contract (including the Master Transaction Agreement, the Atrium Deed, the
Transaction Agreement, the CPI/Gazit MTA Deed of Assignment, the Borrower MTA Assignment, the
Relationship Agreement, the Relationship Agreement Deed of Assignment, the Shareholders’
Agreement and any other Voting Agreement), Consent or document, whether or not known to any of
the Finance Parties, shall not in any way exonerate the Borrower from any of its obligations
under this Agreement or the Obligors from any of their respective obligations under any of the
other Finance Documents (including the restrictions on the Borrower contained in this
Agreement or in the Finance Documents).
	 
	2.5.3.	 	The provisions of this Agreement and of the other Finance Documents shall prevail over all
other Contracts (including the Master Transaction Agreement, the Transaction Agreement and any
Voting Agreement) or documents to which the Obligors (including the Borrower) and any of the
Finance Parties are parties, irrespective of the time of execution of any such Contract or
document.










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	2.5.4.	 	No matter, fact, act, omission, circumstance or thing whatsoever, including:






	2.5.4.1.	 	any change in circumstances or political, economic or financial conditions;
	 
	2.5.4.2.	 	the winding-up, insolvency or dissolution of any person whatsoever; or
	 
	2.5.4.3.	 	the breach by any person of any agreement or undertaking,






	 	 	shall operate in any way to affect or minimise, or release the
Borrower from any of the Borrower’s obligations under this
Agreement or any Obligor from any of its obligations under any of
the other Finance Documents, all of which obligations shall
subsist in full, notwithstanding any such matter, fact, omission,
circumstance or thing.





3. CONDITIONS PRECEDENT





	 	 	The obligations of the Lenders under this Agreement were subject to the conditions precedent
set out in clause 3 of this Agreement in its form prior to the Amendment Closing Date.






	3.1.	 	Documentary Conditions Precedent — Intentionally Deleted
	 
	3.2.	 	Further Conditions Precedent — Intentionally Deleted
	 
	3.3.	 	Termination Date — Intentionally Deleted





4. DRAWDOWN





	4.1.	 	Availability — Intentionally Deleted
	 
	4.2.	 	Drawing Down the Initial Loan — Intentionally Deleted
	 
	4.3.	 	Drawing Down a Further Loan — Intentionally Deleted
	 
	4.4.	 	Making of the Loan






	4.4.1.	 	Subject to the terms of this Agreement, on Financial Close, each Lender advanced to the
Facility Agent, to the account notified to it in writing by the Facility Agent, and the
Facility










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	 	Agent advanced to the Borrower, to the Borrower Charged Account, each Lender’s
Proportion of the Loan (in its amount as at Financial Close) drawn down.
	 
	4.4.2.	 	Intentionally Deleted.






	4.5.	 	Application of the Proceeds of the Loan
	 
	 	 	On Financial Close, the Facility Agent transferred (and the
Borrower in this Agreement instructed and authorised the Facility
Agent to transfer) the proceeds of the Loan, to the Borrower
Charged Account, which proceeds were applied in accordance with
this Agreement (including in payment of the amounts of all
commissions, fees, costs, expenses and other amounts due on or
before Financial Close under any Finance Document—to the relevant
accounts for, and were applied in payment of, such commissions,
fees, costs, expenses and other amounts).





5. REPAYMENT





	5.1.	 	Repayment of the Loan
	 
	 	 	The Borrower shall repay to the Lenders the Loan (for the avoidance
of doubt, together with all accrued and unpaid interest thereon), by
way of 1 (one) lump sum to be paid on the Repayment Date for the
Loan. For the avoidance of doubt, the Loan shall be repaid by no
later than the Final Maturity Date. For so long as the Borrower
shall have paid the fees for the Extension Option set out in clause
9.4 below and in the Lenders’ Upfront Fee Letter on or before the
dates set out in clause 9.4 below and shall not have delivered a
notice cancelling the Extension Option, the Borrower shall have the
option, exercisable by written notice to such effect to the Facility
Agent, delivered not later than 30 (thirty) Business Days prior to
the date falling 3 (three) years after Financial Close, to extend the
Final Maturity Date to the date falling 4 (four) years after
Financial Close. For the avoidance of doubt, in the event that the
Borrower shall fail for any year timeously to pay the Extension
Option fee, the Extension Option shall expire automatically.
	 
	5.2.	 	Conditions for Reborrowing
	 
	 	 	The Borrower shall be entitled, on the Repayment Date (other than on
the Final Maturity Date) for the Loan, to reborrow an amount in Euro
not to exceed the amount of the Loan (principal) repaid on such










 




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	 	 	Repayment Date, such reborrowed amount to be applied solely and automatically in
repayment of the Loan; provided that:






	5.2.1.	 	the Borrower shall deliver a Drawdown Request to the Facility Agent at least 3 (three)
Business Days prior to the Repayment Date, duly completed as to the Duration Period, amount
and Interest Determination Dates; and
	 
	5.2.2.	 	no Default has occurred or is likely to occur as a result of such reborrowing.






	5.3.	 	Failure to Reborrow
	 
	 	 	Any amount of the Loan repaid and not reborrowed on a Repayment Date
in accordance with clause 5.2 above shall be deemed to be finally
repaid and not be capable of being reborrowed.
	 
	5.4.	 	Payment of all of the Loan on the Final Maturity Date




On the Final Maturity Date, the Borrower shall finally repay all of
the Loan then outstanding and shall additionally pay to the Lenders
all other sums then outstanding under the Finance Documents.
	 
	5.5.	 	Payment of Interest
	 
	 	 	All amounts of principal to be repaid as aforesaid, shall be repaid
with interest not yet paid and all other amounts, if any, payable to
each Lender under the Facility in respect of such repayment.
	 
	5.6.	 	Repayment in Euro
	 
	 	 	For the avoidance of doubt, the Loan as well as all interest thereon,
shall be repaid or paid in Euro.
	 
	5.7.	 	Account to which Repayments shall be Made
	 
	 	 	All repayments on account of the Loan to be made by the Borrower to
the Lenders pursuant to this clause 5 shall be made to the Borrower
Charged Account and thereafter transferred by the Facility Agent to
each Lender in its respective Proportion of the Loan.










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


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	5.8.	 	No Reborrowing
	 
	 	 	Save pursuant to clause 5.2 above, the Borrower shall not be entitled
to reborrow any part of the Loan which is repaid.
	 
	5.9.	 	Cancellation of Commitments — Intentionally Deleted





6. PREPAYMENT





	6.1.	 	Voluntary Prepayment
	 
	 	 	Subject to the terms and conditions set out in this clause 6 below,
the Borrower may prepay to the Lenders the Loan on any Interest
Payment Date or on the last day of any Interest Period. For the
avoidance of doubt, no breakage costs or prepayment commissions will
be payable by the Borrower in connection with any payment made on any
such day as aforesaid.
	 
	6.2.	 	Conditions to Prepay




No prepayment may be made by the Borrower under clause 6.1 above,
unless:






	6.2.1.	 	the Borrower shall have given due notice to the Facility Agent. Such notice shall specify
the Interest Payment Date or the last Business Day of any Interest Period upon which the
prepayment is to be made and the amount of the prepayment and shall be given at least 3
(three) Business Days prior to such prepayment; and
	 
	6.2.2.	 	such prepayment shall be: (a) in an amount of at least €50,000,000 (fifty million Euro); or
(b) in the amount of the Total Outstandings under the Loan as at the date of such prepayment.







	6.3.	 	Notice of Prepayment
	 
	 	 	A notice of prepayment given by the Borrower as referred to in clause
6.2 above, shall be irrevocable and shall oblige the Borrower to make
the relevant prepayment on the date specified therefor in such notice
of prepayment.











 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	6.4.	 	Mandatory Prepayment






	6.4.1.	 	All the following amounts shall be deposited into the Gazit Midas Charged Account London
immediately upon receipt thereof and, thereafter, be immediately transferred to the Gazit
Midas Charged Account Israel and from such account be immediately transferred to the Borrower
Charged Account (and the Borrower hereby authorises such transfer) and shall be applied in
mandatory prepayment of the Loan on the last Business Day of the Interest Period during which
such amounts are received into the Gazit Midas Charged Account London:






	6.4.1.1.	 	an amount of €50,000,000 (fifty million Euro) out of the Special Dividend (as such term is
defined in clause 5.1 of the Transaction Agreement) received from MEL;
	 
	6.4.1.2.	 	all amounts, property or other rights received in consideration of the sale or other
disposition of any Pledged MEL Shares or any part thereof, without derogating from clause 14.8
below;
	 
	6.4.1.3.	 	all amounts received by the Borrower or Gazit Midas by way of refund, prepayment,
compensation or other payment from MEL, MERE or Meinl Bank AG under or in connection with the
Master Transaction Agreement;
	 
	6.4.1.3A.	 	in the event that, in any calendar year, MEL shall make Distributions in amounts greater
than the amounts of Distributions distributable by MEL pursuant to the Dividend Policy
(“Extraordinary Distributions”) and the aggregate amount of the Extraordinary Distributions
made by MEL during such calendar year exceed €150,000,000 (one hundred and fifty million Euro)
(such excess, “the Excess Distributions”), then all Excess Distributions received by Gazit
Midas from MEL during such calendar year; and
	 
	6.4.1.4.	 	with effect from the date that an Event of Default has occurred and is continuing, the
amount of all Distributions in respect of any Pledged Securities.






	6.4.2.	 	In the event that any change in the shareholdings in the Borrower (without derogating from,
and subject to, the provisions of clause 15.18 below) or any other act of the Borrower or any
shareholder thereof or any change in the










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	 	parties to the Shareholders’ Agreement or any other Voting
Agreement or any similar act (“a Borrower Dependent Change”), shall make it
unlawful or a breach of laws for any Lender to make available, fund or maintain
the Loan, or any part thereof, under this Agreement, or to give effect to its
obligations or exercise its rights as contemplated by this Agreement, for the
avoidance of doubt, including due to any limits on provision of credit
exceeding the limits under Bank of Israel guidelines and directives (including
guideline 313) and/or under any laws applicable to other financial institutions
with respect to single borrowers (“Loveh Boded”), groups of borrowers (“Kvutzat
Lovim”), connected persons (“Anashim Kshurim”) or to the 6 (six) largest
borrowers or groups of borrowers or any other limit or limitations imposed (or
proposed to be imposed) thereunder, or capital adequacy requirements or other
forms of banking, fiscal, monetary or regulatory control), the Borrower shall,
on the later date of: (a) the next Interest Payment Date; and (b) 30 (thirty)
days after receipt by the Borrower of a notification of such change (or if
required under law to make such prepayment earlier, then on such earlier date
required under law), prepay to the Facility Agent (which shall immediately
transfer such payment to such Lender), all of the Total Outstandings owed to
such Lender (or, if the Facility Agent shall, in its sole discretion, require
payment of a lesser part thereof, such lesser part), in each case, together
with all interest as well as all other charges accrued thereon to the date of
the prepayment and all other amounts payable by the Borrower to such Lender
under the Finance Documents.
	 
	 	 	In the event that a Borrower Dependent Change causes any Lender to incur an
additional cost or payment or reduces any amount receivable by any Lender under
any Finance Document (including by requiring such Lender to make any reserves
with respect to the Loan (or part thereof)), then the provisions of clause 11
below shall apply, mutatis mutandis, as if such Borrower Dependent Change were
a change in law.
	 
	6.4.3.	 	For the avoidance of doubt, no breakage costs or prepayment commissions will be payable by
the Borrower in connection with any payment made on any such day as aforesaid.










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	6.5.	 	Prepayment Together with Interest and All Sums Thereon






	6.5.1.	 	Any voluntary prepayment of the Loan shall be made together with interest and other amounts,
if any, accrued in connection with the Loan and all other sums due in respect of the amount
prepaid and not yet paid.
	 
	6.5.2.	 	In the case of any mandatory prepayment, the principal amount of the Loan prepaid shall be
equal to that amount which, together with accrued interest thereon and all other amounts
payable on such amount, equals the amount to be prepaid pursuant to clause 6.4 above. For the
avoidance of doubt, such principal prepaid shall be prepaid together with all accrued interest
in respect of such principal and all other sums due in respect of the amount prepaid.
	 
	6.5.3.	 	For the avoidance of doubt, any prepayment of the Loan, whether voluntary or mandatory,
shall be made in Euro.






	6.6.	 	Reborrowing
	 
	 	 	The Borrower shall not be entitled to reborrow any amount of the Loan
which is voluntarily or mandatorily prepaid.
	 
	6.7.	 	Payment Mechanism




All prepayments to be made (whether under this clause 6 or pursuant
to any other provision of this Agreement) by the Borrower shall be
made by transfer to the Borrower Charged Account and, thereafter,
transferred by the Facility Agent to each Lender in its respective
Proportion of the Loan, save for prepayment in accordance with clause
6.4.2 above and clauses 11 and 12 below, which shall be transferred
to the relevant Lender.
	 
	6.8.	 	No Other Repayments or Prepayments




The Borrower shall not repay or prepay all or any part of the Loan,
except at the times and in the manner expressly provided in this
Agreement.










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	7.	 	INTEREST






	7.1.	 	Interest Rate
	 
	 	 	The Loan under the Facility shall bear interest for the Duration
Period of the Loan at a rate per annum equal to: (a) the Wholesale
Rate for the Loan; provided that, with respect to each Interest
Period during such Duration Period, the LIBOR component of the
Wholesale Rate shall be LIBOR, as determined on the Interest
Determination Date, for such Interest Period; and (b) the Margin. In
addition: (i) in the event that in any Quarter the ratio of the
Borrower’s Net Financial Indebtedness to the Borrower’s Total Assets
as referred to in clause 15.19.2.3.1 below, shall be more than [***]%
([***] percent), then (without derogating from said clause
15.19.2.3.1 if such ratio shall be more than [***]% ([***] percent)),
the Loan shall bear additional interest (that is, additional to the
interest referred to in this clause 7.1 above and below and to any
interest payable pursuant to clause 7.2 below) during such Quarter of
[***]% ([***] percent) per annum
(“Additional Interest”); and (ii) in
the event that MEL fails to make, or Gazit Midas fails to receive, in
any calendar year, Distributions in accordance with the Dividend
Policy, the Loan shall with effect from January 1 of the next
calendar year and thereafter, but until no later than the end of the
following calendar year, if any, in which Distributions are made in
accordance with the Dividend Policy bear additional interest (that
is, additional to the interest referred to in this clause 7.1 above
and to any interest payable pursuant to clause 7.2 below) of [***]%
([***] percent) per annum (“Further Additional Interest”). The
Borrower shall pay Additional Interest payable in respect of any
Quarter within 3 (three) Business Days of the date of publication of
the Borrower’s consolidated financial statements for such Quarter.
For the avoidance of doubt, Further Additional Interest shall be
payable on each Interest Payment Date (together with regular
interest).






	7.2.	 	Default Interest






	7.2.1.	 	If a Default has occurred and is continuing, the following provisions shall apply:






	7.2.1.1.	 	during any applicable cure period, the Facility Agent shall be entitled, in its sole
discretion, to charge additional interest on the Loan such that the increased interest shall
be at an annual rate which exceeds by [***]% ([***] percent) the rate of interest as
determined in clause 7.1










 





[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	 	above for the Loan. The Facility Agent shall give the
Borrower written notice of any increase in the rate of interest pursuant
to this clause 7.2.1.1 as soon as reasonably possible after the relevant
increase;
	 
	7.2.1.2.	 	commencing from the date upon which the Facility Agent becomes entitled to demand
immediate repayment of the Loan pursuant to clause 15.25 below, the Facility Agent shall be
entitled, in its sole discretion, to charge additional interest on the Loan such that the
increased interest shall be at an annual rate which exceeds by [***]% ([***]) the rate of
interest as determined in clause 7.1 for the Loan, whether or not the Facility Agent has
demanded the immediate payment of the Loan; and
	 
	7.2.1.3.	 	in the event that the Facility Agent demands the Loan to be repaid in accordance with
clauses 15.25 or 15.26 below, or in the event any other amount is not paid when due under the
Finance Documents, the Loan or other amounts shall, commencing from the date of demand for
payment of the Loan or other amounts, bear interest at the rate: (a) in the case of the Loan,
being the rate of interest then payable in respect of the Loan (including, for the avoidance
of doubt, the Margin) plus additional interest of [***]% ([***] percent) per annum; and (b) in
respect of any other amount, being the rate of interest which would have been applicable to
such amount had it been the Loan made on the date it was due to be paid (including, for the
avoidance of doubt, the Margin), plus additional interest of [***]% ([***] percent) per annum.
For the avoidance of doubt, such interest shall be paid to the Lenders until the date of full
and final discharge of the Total Outstandings and all other amounts payable hereunder and
under any other Finance Documents.






	7.2.2.	 	Any interest payable in accordance with clause 7.2.1.3 above, shall be payable from time to
time on demand and, for so long as not so paid, shall be capitalised (added to the principal
amount unpaid) at the end of the period for capitalization of default interest which is
generally applicable to default interest payable by the customers of Bank Hapoalim.
	 
	7.2.3.	 	For the purposes of clauses 7.2.1.1—7.2.1.3 (inclusive) above, in determining the interest
payable on any Euro denominated










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	 	amount not paid when due, the applicable LIBOR in accordance with clause 1.1.79
above shall be that applicable generally in
respect of default interest for Euro-dominated amounts payable by the customers
of Bank Hapoalim.






	7.3.	 	Accrual and Payment of Interest






	7.3.1.	 	Interest as aforesaid in clauses 7.1 and 7.2 above in respect of the Loan, as applicable,
shall accrue from day to day and shall be calculated on the basis of the actual number of days
elapsed and a 360 (three hundred and sixty) day year.
	 
	7.3.2.	 	All interest accrued as aforesaid in clause 7.3.1 above (save for interest pursuant to
clause 7.2.1.3 above which will be payable in accordance with clause 7.2.2 above) on the Loan
for each Interest Payment Period shall be paid on the Interest Payment Date of such Interest
Payment Period.






	7.4.	 	Payment to Borrower Charged Account
	 
	 	 	The Borrower shall pay all interest payable to the Lenders, in
respect of the Loan made to the Borrower, by transferring such
interest to the Borrower Charged Account. The Borrower shall, by not
later than 3 (three) Business Days prior to the due date for any
payment of interest under this Agreement, deposit the amount of
interest to be paid on such due date, into the Borrower Charged
Account.






	8.	 	SUBSTITUTE INTEREST RATES
	 
	 	 	If and whenever, at any time prior to the commencement of any Interest Period by reason of
changes affecting the Euro market, the Facility Agent shall have determined that, due to
circumstances beyond Bank Hapoalim’s control, adequate means do not exist for ascertaining
LIBOR during such Interest Period, the Facility Agent shall forthwith give notice (“a
Determination Notice”) of such event to the Borrower (a Determination Notice to contain
particulars of the relevant circumstances giving rise to its issue) and, notwithstanding the
provisions of clause 7 above, the Facility Agent shall offer the Borrower an alternative
basis (“the Substitute Basis”) for the determination of the relevant interest rate for the
Loan for such Interest Period, the Substitute Basis to be binding upon the Borrower and to
take effect in accordance with its terms from the commencement of the relevant Interest
Period. If the Borrower determines that it does not wish to continue the Loan under the
Substitute Basis, it shall so notify the Facility Agent within 90 (ninety) days of receipt










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	 	of the Facility Agent’s notice specifying such Substitute Basis, whereupon the outstanding
balance of the principal amount of the Loan, together with all accrued interest thereon, as
well as all other amounts in respect thereof shall
become immediately due and payable. For the avoidance of doubt, no breakage costs or
prepayment commissions will be payable by the Borrower in connection with any payment made on
any such circumstances as aforesaid.






	9.	 	COMMISSIONS AND FEES






	9.1.	 	Commissions and Fees Payable to the Finance Parties
	 
	 	 	The Borrower paid or, as applicable, shall pay to the Finance Parties
the commissions and fees set out below in accordance with this clause
9 below, the Arranger’s Fee Letter, the Arranger’s Amendments Fee
Letter, the Arranger’s Additional Fee Letter, the Lenders’ Upfront
Fee Letter, the Lenders’ Amendments Fee Letter and the Lenders’
Additional Fee Letter, on the respective dates set out below and in
such Fee Letters.
	 
	9.2.	 	Commitment Fee
	 
	 	 	The Borrower paid to the Facility Agent for each of the Lenders (in
proportions as determined between the Facility Agent and the Lenders)
a Commitment fee at the rate of [***]% ([***] percent) per annum in
respect of such Lender’s Available Commitment, as defined in this
Agreement in its form prior to January 29, 2009, with respect to the
Facility from time to time, commencing from March 5, 2008 until
January 29, 2009. The Commitment Fee was paid in accordance with the
provisions of this clause 9.2 in its form prior to the Amendment
Closing Date.
	 
	9.3.	 	Upfront Fee
	 
	 	 	The Borrower paid to the Facility Agent for each of the Lenders an
upfront fee in the amounts set out in the Lenders’ Upfront Fee
Letter.
	 
	9.4.	 	Extension Option Fee
	 
	 	 	The Borrower paid and shall pay to the Facility Agent, for the
account of each of the Lenders in their respective Proportions, an
annual fee, payable for so long as the Extension Option is in effect,
in respect of each year of this Agreement in advance, the first
payment to be made on Financial Close and subsequent payments to be
made on










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	 	each anniversary of such date. The Extension Option fee will be in the amount of
[***]% ([***] percent) of the Total Outstandings (principal only) as at the date of
each such payment, provided that the first such payment to be made was in the amount
of €[***] ([***]
Euro) (being [***]% ([***] percent) of the maximum Facility). In the event that the
Borrower shall notify the Facility Agent in writing by not later than 14 (fourteen)
days prior to any such payment date as aforesaid that it no longer wishes to have
available to it the Extension Option, then the Extension Option will be cancelled and
the Borrower will not be required to pay the Extension Option fee for any subsequent
year of this Agreement.
	 
	9.5.	 	Facility Agent’s Fee
	 
	 	 	The Borrower paid and shall pay to the Facility Agent, for its own
account, an ongoing fee at the rate of [***]% ([***] percent) per
annum in respect of the aggregate amount of the Loan outstanding
from time to time. Such fee shall be payable on each Interest
Payment Date and on the Final Maturity Date, in arrears. The
provisions of clauses 7.3 and 7.4 above shall apply to such Facility
Agent’s fee, mutatis mutandis, as if all references to “interest” in
such clauses were references to such Facility Agent’s fee.
	 
	9.6.	 	Arranger’s Fee
	 
	 	 	The Borrower paid to the Facility Agent, for its own account, an
arranger’s fee in the amount set out in the Arranger’s Fee Letter.
	 
	9.7.	 	Security Trustee’s Fee
	 
	 	 	The Borrower shall pay to the Security Trustee, for its own account,
for each year (or part thereof), a security trustee’s fee of US
$[***] ([***] United States Dollars) per annum during the period
from Financial Close until all the Secured Obligations have been
discharged in full, payable on Financial Close with respect to the
year commencing on Financial Close and, thereafter, on each
anniversary of Financial Close; provided that, such fee will not be
payable by the Borrower for so long as Bank Hapoalim is the Security
Trustee.










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	9.8.	 	Trust Company’s Fee
	 
	 	 	The Borrower shall pay to the Trust Company for each year (or part
thereof), a trust company’s fee of US $[***] ([***] United States
Dollars) per annum during the period from Financial Close until all
the Secured Obligations have been discharged in full, payable on
Financial Close with respect to the year commencing on Financial
Close and, thereafter, on each anniversary of Financial Close.
	 
	9.8A.		Additional Fees






	9.8A.1.	 	 The Borrower paid, in accordance with the Arranger’s Amendments Fee Letter, and shall pay,
in accordance with the Arranger’s Additional Fee Letter, to the Facility Agent, for its own
account, the fees in the amounts set out in each of the aforesaid fee letters.
	 
	9.8A.2.	 	 The Borrower paid, in accordance with the Lenders’ Amendments Fee Letter and shall pay, in
accordance with the Lenders’ Additional Fee Letter, to the Facility Agent, for each of the
Lenders, the fees in the amounts set out in each of the aforesaid fee letters.






	9.9.	 	Fees Non-Refundable
	 
	 	 	Any fees paid in accordance with this clause 9 shall be
non-refundable.
	 
	9.10.	 	Legal and Other Costs
	 
	 	 	The Borrower shall pay to the Finance Parties on demand:






	9.10.1.	 	all out-of-pocket expenses (including travelling expenses and out-of-pocket expenses) of
the Finance Parties, as well as all fees and other out-of-pocket expenses of the Finance
Parties’ respective legal advisers, incurred in connection with:






	9.10.1.1.	 	the preparation, review, negotiation, execution, delivery and completion of this
Agreement and the other Finance Documents (collectively, “the Documentation”), all subject to
such limits on legal fees and expenses as have been agreed between the Borrower and the
Facility Agent in writing;










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	9.10.1.2.	 	the Documentation and other activities relating to the completion of drawdowns made after
Financial Close, all subject to such limits, if any, on legal fees and expenses as have been
or may be agreed between the Borrower and the Facility Agent in writing and subject to such
legal fees and expenses being reasonable; and
	 
	9.10.1.3.	 	the administration of, and, if and to the extent requested by the Borrower or any other
Obligor, any amendments or supplements to, the Documentation;






	 	 	provided that, with respect only to advice required by the Finance Parties
after January 29, 2009 relating to the interpretation of the Finance Documents
(for the avoidance of doubt, not including advice or any other actions relating
to any action, omission or request of the Borrower or any other Obligor,
including any variation of any collateral granted under the Security
Documents), such fees shall be subject to a maximum amount of €[***] ([***]
Euro) for each year of this Agreement; and
	 
	9.10.2.	 	in the case of any Default, all out-of-pocket costs and expenses (including travelling
expenses) of the Finance Parties, as well as any fees and other out-of-pocket expenses of all
the Finance Parties’ respective legal and other professional advisers or consultants incurred
in contemplation of, or in connection with, the enforcement of, or preservation of any rights
under, any of the Documentation, or otherwise in respect of the moneys owing under the Finance
Documents, including in investigating any such Default or Event of Default.






	 	 	Where any such amounts referred to in this clause 9.10 above shall be paid by the
Finance Parties, without derogating from the aforegoing in this clause 9.10 above,
such amounts shall be paid by the Borrower together with interest at the rate referred
to in clause 7.2.1.2 above from the date on which the Facility Agent shall have
delivered to the Borrower a written notice that payment of such amounts has been made
by the Finance Parties (and until the date of actual payment by the Borrower).










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	9.11.	 	Appraiser’s Fees— Intentionally Deleted
	 
	9.12.	 	Registration or Other Like Duties or Taxes
	 
	 	 	The Borrower shall pay all documentary, registration or other like
duties or Taxes (including any such duties or Taxes payable by the
Finance Parties) imposed on or in connection with, the Documentation
(as defined in clause 9.10.1 above).
	 
	9.13.	 	Other Commissions, Fees and Expenses
	 
	 	 	Nothing in this clause 9 shall be construed as derogating from the
obligations of the Borrower to pay Bank Hapoalim other commissions,
fees and reasonable expenses usually payable in connection with
regular, day-to-day banking transactions performed in connection
with the Facility and which are not specifically provided for
herein, in accordance with Bank Hapoalim’s tariffs for its customers
generally, as published at its branches. Bank Hapoalim shall
provide to the Borrower a list of such commissions, fees and
expenses, as payable by the Borrower from time to time.
	 
	9.14.	 	Currency for Payment
	 
	 	 	All sums payable by the Borrower under this clause 9 shall be
payable in the currency in which such sums were incurred by the
relevant Finance Parties.






	10.	 	TAXES






	10.1.	 	Taxes






	10.1.1.	 	All payments to be made by the Borrower to any Finance Party shall be made free and clear
of, and without deduction for, or on account of, Tax, unless the Borrower is required by law
to make any such payment subject to the deduction or withholding of Tax, in which case (save
where such deduction or withholding is in respect of any Tax on income, including income Tax
on interest, of a Lender and the Borrower shall have delivered to the Facility Agent for such
Lender a receipt as referred to in clause 10.3 below simultaneously with the making of the
payment from which such Tax deduction or withholding has been made), subject to clause 10.1.2
herein, the sum payable by the Borrower in respect of which such deduction or withholding is
required to be made shall be increased, to the










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	 	extent necessary, to ensure that after the making of the
required deduction or withholding, such Finance Party receives and retains
(free from any liability in respect of any such deduction or withholding) a net
sum equal to the sum which it would have received and so retained had no such
deduction or withholding been made or required to be made.
	 
	10.1.2.	 	The obligations of the Borrower to pay any increased amount in accordance with clause 10.1
above shall apply only to Taxes (excluding any Tax on income) imposed due to any change in, or
the introduction of, or any change in the interpretation, administration or application by any
Governmental Body of, any law, or by reason of the interpretation, administration or
application adopted or declared by any Governmental Body in respect of any law, after the
Original Agreement Date which affects any Lender.






	10.2.	 	Notification of Taxes
	 
	 	 	Without derogating from clause 10.1 above, if, at any time, the
Borrower is required by law to make any deduction or withholding
from any sum payable by it hereunder, the Borrower shall, as soon as
reasonably practicable, notify the Facility Agent which shall notify
the relevant Finance Party.
	 
	10.3.	 	Payment and Submission of Receipt
	 
	 	 	If the Borrower makes any payment hereunder in respect of which it
is required to make any deduction or withholding, it shall, without
derogating from clause 10.1 above, pay the full amount required to
be deducted or withheld to the relevant Taxation or other authority
within the time allowed for such payment under applicable law and
shall deliver to the Facility Agent for delivery to the relevant
Finance Party, as soon as reasonably practicable after it has made
such payment to the relevant authority, an original receipt (or a
certified copy thereof) issued by such authority evidencing the
payment to such authority of all amounts so required to be deducted
or withheld in respect of the relevant Finance Party’s share of such
payment.
	 
	10.4.	 	Tax Saving






	10.4.1.	 	In the event that following the imposition of any Tax on any payment by the Borrower to any
Finance Party in consequence of which the Borrower is required, under clause 10.1 above, to










 






[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


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	 	 	pay any additional amount in respect thereof to such Finance Party, such
Finance Party has received or been granted a
repayment of Tax, or a credit against, or remission for, or deduction from, or
in respect of, any Tax payable by it (any of the aforegoing, to the extent so
reasonably identifiable and quantifiable, being referred to as “a saving”),
such Finance Party shall, to the extent that it can do so without prejudice to
the relevant saving, and subject to the Borrower’s obligation to repay the
amount to such Finance Party, if the relevant saving is subsequently disallowed
or cancelled (which repayment shall be made promptly on receipt of notice by
the Borrower from such Finance Party of such disallowance or cancellation),
reimburse the Borrower promptly after receipt of such saving by such Finance
Party with such amount equal to the lower of: (a) the additional amount paid by
the Borrower in respect of such Tax under clause 10.1 above as aforesaid,
together with applicable interest under the Adjudication of Interest and
Linkage Law, 5721—1961; and (b) the finally determined amount or value of the
relevant saving.
	 
	10.4.2.	 	Nothing in this Agreement shall interfere with the right of any Finance Party to arrange
its Tax and other affairs in whatever manner it thinks fit and, in particular, no Finance
Party shall be under any obligation to claim relief from Tax on its corporate profits, or from
any similar Tax liability, in respect of the Tax, or to claim relief in respect of the amount
paid by the Borrower in priority to any other claims, reliefs, credits or deductions available
to it or to disclose details of its Tax affairs.
	 
	10.4.3.	 	Each Finance Party shall notify the Borrower promptly of the receipt by such Finance Party
of any saving and of the amount or value of such saving. No Finance Party shall be required
to disclose any confidential information relating to the organisation or administration of its
affairs.







	10.5.	 	VAT
	 
	 	 	The Borrower shall pay to each Finance Party all VAT, if any,
payable in respect of any payment to be made by the Borrower to any
such Finance Party (including, any fees and expenses to be paid
pursuant to clause 9 above) under this Agreement or under any other
Finance Document, such VAT to be paid by the Borrower at the same
time it makes the relevant payment.










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.



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	11.	 	INCREASED COSTS 






	11.1.	 	Increased Costs
	 
	 	 	Subject to clause 11.2 below, if by reason of any change in, or the
introduction of, or any change in the interpretation, administration
or application by any Governmental Body of, any law, or by reason of
the interpretation, administration or application adopted or
declared by any Governmental Body in respect of any law, after the
Original Agreement Date (including, the implementation in any
jurisdiction of the proposals made by the Basle Committee on Bank
Regulations and Supervisory Practices for the International
Convergence of Capital Measurements and Capital Standards) which
affects any Lender, or compliance by any Lender with any such
change, introduction, adoption or declaration, including, in each
case, those relating to Taxation, reserves, special deposits, cash
ratio, liquidity, limits on provision of credit to single borrowers
or groups of borrowers or capital adequacy requirements or other
forms of banking, fiscal, monetary or regulatory controls:






	11.1.1.	 	any Lender incurs a cost or payment as a result of it having entered into and/or performing
and/or assuming and/or maintaining and/or funding its obligations or commitments under any
Finance Document and/or maintaining the outstanding balance of the Facility, or there are any
increased costs to such Lender as a result of any of the aforegoing (including due to making
reserves); or
	 
	11.1.2.	 	any amount receivable by any Lender under any Finance Document is reduced (save to the
extent matched by a reduction in the cost of providing the Facility)






and such cost, payment or reduction is not compensated for by any other provision of
this Agreement, then and in each such case:




	 	(a)	 	such Lender shall be entitled to notify the Facility Agent, which
shall immediately notify the Borrower of that event promptly upon it becoming
aware of the event, including, in reasonable detail, particulars of the event;
and
	 
	 	(b)	 	within 20 (twenty) Business Days after receipt by the Borrower of a
demand by the Facility Agent accompanied by a certificate of such Lender,
specifying the amount of compensation claimed and setting out the calculation of
the amount in reasonable










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	 	 	detail, the Borrower shall, unless the Borrower shall have elected to prepay to
such Lender its Total Outstandings pursuant to the last paragraph of this
clause 11.1, pay to the Facility Agent, which shall immediately transfer such
payment to such Lender, such amount as shall compensate such Lender for such
cost, reduction or payment with respect to the period beginning not earlier
than the last day of any Interest Period following the date of receipt of such
demand.






	 	 	Nothing in this clause 11 shall oblige such Lender to disclose any confidential
information relating to the organisation or administration of its affairs.
	 
	 	 	The Borrower may, after receipt of a demand as aforesaid in paragraph (b) above,
notify the Facility Agent that it will prepay, on the next following Interest Payment
Date or on the last Business Day of the Interest Period during which such demand is
made, the whole of the Total Outstandings owed to such Lender. Such notice shall be
irrevocable and the Borrower shall, on such Interest Payment Date or on the last
Business Day of such Interest Period as aforesaid, pay such Lender such Lender’s part
of the Total Outstandings, including all interest and together with all charges
accrued thereon (but excluding pursuant to this clause 11.1 above) and all other
amounts payable by the Borrower to, or for the benefit of, such Lender under the
Finance Documents. For the avoidance of doubt, no breakage costs or prepayment
commissions will be payable by the Borrower in connection with any payment made on any
such circumstances as aforesaid. In the event of prepayment as aforesaid, such Lender
shall repay to the Borrower that proportion of the upfront fee referred to in clause
9.3 above received by such Lender equal to the proportion which the remaining period
from the date of such prepayment until the Final Maturity Date comprises of the period
from the date of signature of this Agreement until the Final Maturity Date, less the
amount of fees and commissions paid by the Borrower to such Lender prior to Financial
Close.
	 
	11.2.	 	Exceptions
	 
	 	 	Clause 11.1 above shall not apply so as to oblige the Borrower to
compensate any Lender for any increased cost, reduction or payment
resulting from any change in, or the introduction of any change in
the interpretation or application of, any law relating to, or any
change in the rate of Tax on income, of such Lender.










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	12.	 	ILLEGALITY






	 	 	If any change in, or the introduction of, any law, or any change in the interpretation,
administration or application of any law by a final decision of any competent court or other
Governmental Body, or compliance by any Lender with any such change or introduction of laws
or any change in the interpretation, administration or application of laws by reason of the
interpretation, administration or application adopted or declared by any Governmental Body in
respect of any law (including, the implementation in any jurisdiction of the proposals made
by the Basle Committee on Bank Regulations and Supervisory Practices for the International
Convergence of Capital Measurements and Capital Standards) shall make it unlawful or a breach
of laws, for such Lender to make available, fund or maintain the Loan or any part thereof
under this Agreement, or to give effect to its obligations and exercise its rights as
contemplated by this Agreement, such Lender may, by notice to the Facility Agent, which shall
immediately notify the Borrower, declare that to the extent necessary to avoid any such
illegality or breach of laws as aforesaid, such Lender’s obligations to the Borrower under
the Finance Documents shall be terminated forthwith or, if later, on the latest date until
which the obligations may remain in effect without causing it to be in breach of laws as
aforesaid, whereupon:






	12.1.	 	the Borrower and the Facility Agent shall negotiate bona fide the amendments required in
order to refrain from violating the relevant law; provided that, in the event that such
negotiations are, for any reason, unsuccessful prior to the earlier of: (a) the date
immediately prior to the illegality or breach of laws or breach of practice as aforesaid,
taking effect; and (b) the last Business Day of the last Interest Period immediately prior to
the date on which such illegality or breach of laws takes effect, the Borrower shall on such
earlier date as aforesaid prepay to the Facility Agent, which shall immediately transfer such
payment to such Lender, such Lender’s part of the Total Outstandings, including all interest
as well as all other charges accrued thereon to the date of the prepayment and all other
amounts payable by the Borrower to such Lender under the Finance Documents. For the avoidance
of doubt, no breakage costs or prepayment commissions will be payable by the Borrower in
connection with any payment made on any such circumstances as aforesaid. In the event of
prepayment as aforesaid, such Lender shall repay to the Borrower that proportion of the
upfront fee referred to in clause 9.3 above received by such Lender equal to the proportion
which the remaining period from the date of such prepayment until the Final Maturity Date
comprises of the period from the Original Agreement Date until the Final Maturity Date; and










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	12.2.	 	Intentionally Deleted.






	 	 	Notwithstanding the aforegoing, in the event that the Borrower is
able to take steps (not affecting or derogating from the provisions
of the Finance Documents) so as to avoid such illegality or breach
of laws as aforesaid prior to the earlier of the dates referred to
in paragraphs (a) and (b) above, then, without derogating from the
rights of the Finance Parties under the Finance Documents, the
Finance Parties shall cooperate with the Borrower to allow such
arrangement, all provided that nothing in this sentence shall
obligate any of the parties hereto to waive or amend any of its
rights under the Finance Documents (or, for the avoidance of doubt,
under any other agreement to which any Finance Party is a party).
	 
	13.	 	REPRESENTATIONS AND WARRANTIES






	13.1.	 	General
	 
	 	 	The Borrower hereby makes the representations and warranties set
out in this clause 13 to the Lenders. The Borrower acknowledges
that the Lenders have entered into this Agreement in full reliance
on the representations and warranties set out in this clause 13
below.
	 
	13.2.	 	Status





	 	 	 	 	 

	13.2.1.

	 	(a)
	 	The Borrower is a company limited by
shares, duly incorporated and validly
existing under the laws of the State of
Israel and has the power to own its
property and assets and to carry on its
business as it is now being and as is
currently proposed to be conducted. As
of the Original Agreement Date, as of
Financial Close and as of the Amendment
Closing Date, no event has occurred with
respect to the Borrower which would
constitute an Event of Default under
clause 15.7 below.
	 
	 	 	 	 
	 

	 	(b)
	 	 Each of the other Obligors is a company limited by
shares, or a limited liability corporation, as applicable, duly
incorporated and validly existing under the laws of: (i) Delaware, USA, in
the case of MGN America; (ii) the province of Ontario, in the case of
Gazit Canada; and (iii) Jersey, in the case of Gazit Midas, and has the
power to own its property and assets and to carry on its business as it is
now being and as is currently proposed to be conducted. As of the
Original Agreement Date, as of












 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	 	 	Financial Close and as of the Amendment Closing Date, no event has
occurred with respect to any of the other Obligors which would constitute
an Event of Default under clause 15.7 below.






	 	 	 	 	 	 	 

	 

	 	(c)
	 	(i)
	 	MEL is a company limited by shares, duly
incorporated and validity existing under the laws of Jersey and to the
Borrower’s Knowledge, has the power to own its property and assets and to
carry on its business as it is now being conducted.
	 
	 	 	 	 	 	 
	 

	 	 	 	(ii)
	 	To the Borrower’s Knowledge, as of the
Original Agreement Date, as at Financial Close and as at the
Amendment Closing Date, no event has occurred with respect to MEL
which would constitute an Event of Default under clause 15.7 below.







	13.2.2.	 	The Borrower has delivered to the Facility Agent copies of the Borrower’s Organisational
Documents and the Organisational Documents of each of the Obligors and MEL, as currently in
effect and, with respect to MEL, as of Financial Close.
	 
	13.2.3.	 	The Borrower has delivered to the Facility Agent a copy of the Organisational Documents of
MEL, as in effect on the Amendment Closing Date.






	13.3.	 	Legal Validity






	13.3.1.	 	Each Obligor has the absolute and unrestricted right, power, authority and capacity to
execute and deliver those Finance Documents (including this Agreement and the Security
Documents) to which it is a party and to perform its obligations under such Finance Documents
and, in the case of the Borrower and Gazit Midas, also the Master Transaction Agreement, the
Atrium Deed, the Transaction Agreement, the CPI/Gazit MTA Deed of Assignment, the Borrower MTA
Assignment, the Relationship Agreement, the Relationship Agreement Deed of Assignment, the
Shareholders’ Agreement and any other Voting Agreement as well as all transactions to be
implemented pursuant to all the aforegoing and has taken all necessary action to consummate
the transactions contemplated hereby and thereby and to perform its obligations hereunder and
thereunder. All Consents and other actions required or desirable: (a) to enable each Obligor
to enter into, exercise its










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	 	rights and comply with its obligations under those Finance Documents to which
it is a party; and (b) to make the Finance Documents and, in the case of the
Borrower and Gazit Midas, also the Master Transaction Agreement, the Atrium
Deed, the Transaction Agreement, the CPI/Gazit MTA Deed of Assignment, the
Borrower MTA Assignment, the Relationship Agreement, the Relationship Agreement
Deed of Assignment, the Shareholders’ Agreement and any other Voting Agreement,
admissible as evidence in the State of Israel and in other applicable
jurisdictions (including the jurisdiction of incorporation of any Obligor),
have been obtained or effected and are in full force and effect.
	 
	13.3.2.	 	Each Finance Document (including this Agreement and the Security Documents), the Master
Transaction Agreement, the Atrium Deed, the Transaction Agreement, the CPI/Gazit MTA Deed of
Assignment, the Borrower MTA Assignment, the Relationship Agreement, the Relationship
Agreement Deed of Assignment, the Shareholders’ Agreement and any other Voting Agreement, if
applicable, have been duly authorised, executed and delivered and constitute a legal, valid,
binding and enforceable obligation of each Obligor party thereto, except where such
enforceability is limited by: (a) applicable bankruptcy, insolvency, reorganisation,
moratorium, fraudulent conveyance, or other laws of general application relating to the
enforcement of creditors’ rights generally, or (b) laws relating to the availability of
specific performance, injunctive relief, or other equitable remedies. Without limiting the
generality of the aforegoing in this clause 13.3.2 above, each Security Document to which any
Obligor is a party shall, by not later than Financial Close (or, in the case of any
supplements to a Security Document or Security Documents to be entered into after Financial
Close, on execution of such supplement or Security Document), validly and effectively create
(subject to registration with the Registrar of Pledges and the Register of Companies, the UCC
in respect of the MGN America Pledge (if entered into) and under the Personal Property
Security Act (Ontario), in respect of the Gazit Canada Ontario Pledge), the Encumbrances which
that Security Document purports to create and each supplement to any Security Document or
Security Documents to be entered into after Financial Close shall, on execution thereof
(subject to registration as aforesaid), validly and effectively create the Encumbrances over
the subject-matter thereof which the Security Document so supplemented










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	 	or so executed after Financial Close purports to create. Each of the
Encumbrances created or evidenced by each Security Document due to be created
on or before Financial Close, shall, by not later than Financial Close (or, in
the case of any supplements to a Security Document or Security Documents to be
entered into after Financial Close, on execution of such supplement or Security
Document), constitute a legal, valid, binding and enforceable security interest
ranking first and prior to any other Encumbrance or obligation (save, with
respect to the Gazit Canada Ontario Pledge and the Gazit Canada Israeli Pledge,
for the Permitted Liens (as such term is respectively defined in the Gazit
Canada Ontario Pledge and the Gazit Canada Israeli Pledge)), except where such
enforceability is limited by: (i) applicable mandatory bankruptcy, insolvency,
reorganisation, moratorium, fraudulent conveyance, or other mandatory laws of
general application relating to the enforcement of creditors’ rights generally;
or (ii) mandatory laws relating to the availability of specific performance,
injunctive relief, or other equitable remedies. Without derogating from the
aforegoing, all Consents and other actions that are necessary in order to
establish, protect and perfect the Encumbrances purported to be created or
evidenced under the Security Documents over the assets and rights which are
expressed to be subject to such Encumbrances under the Security Documents shall
have been duly received or taken prior to Financial Close (or, in the case of
any supplements to a Security Document or Security Documents to be entered into
after Financial Close, on execution of such supplement or Security Document).
All Taxes, fees and other charges relating to such filings, recordings and
other actions shall have been paid in full on or prior to Financial Close (or,
in the case of any supplements to a Security Document or Security Documents to
be entered into after Financial Close, prior to the execution of such
supplement or Security Document).






	13.4.	 	Non-Conflict
	 
	 	 	The entry into and performance by each Obligor party thereto of, and
the transactions contemplated by, the Finance Documents, the Master
Transaction Agreement, the Atrium Deed, the Transaction Agreement,
the CPI/Gazit MTA Deed of Assignment, the Borrower MTA Assignment,
the Relationship Agreement, the Relationship Agreement Deed of
Assignment, the Shareholders’ Agreement and any other Voting
Agreement, if applicable, and the creation of the










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	 	Encumbrances created or to be created pursuant to the Security Documents or the
realisation, sale or assignment of any collateral under any Security Document or the
application by the Facility Agent, the Security Trustee or any other person of any
proceeds of any such realisation or sale, do not or will not:






	13.4.1.	 	contravene, conflict with, or result in a violation of: (a) any provision of the
Organisational Documents of any Obligor; or (b) any resolution adopted by the respective
boards of directors or the shareholders of any Obligor;
	 
	13.4.2.	 	contravene, conflict with, result in a violation of, or give any Governmental Body or other
person the right to challenge or exercise any remedy or obtain any relief under, any law or
Orders to which any of the Obligors or, to the Borrower’s Knowledge, MEL or any of the assets
owned or used by any of the Obligors or, to the Borrower’s Knowledge, MEL may be subject;
	 
	13.4.3.	 	contravene, conflict with, result in a violation of any of the terms or requirements of, or
give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or
modify, any Governmental Authorisation that is held by MEL or by any of the Obligors;
	 
	13.4.4.	 	contravene any law applicable to it;
	 
	13.4.5.	 	result in any person being relieved of any obligation to any of the Obligors (whether under
Contract or otherwise) or result in any right or benefit (whether under any Contract or
otherwise) enjoyed by any of the Obligors being terminated or cancelled, or result in the
exercise of any right in respect of any of the Obligors being terminated or cancelled;
	 
	13.4.6.	 	subject (with respect to realisation as aforesaid only), to the last paragraphs of this
clause 13.4, contravene, conflict with, or result in a violation or breach of any provision
of, or give any person the right to declare a default or exercise any remedy under, or to
accelerate the maturity or performance of, or to cancel, terminate or modify, any Contract or
instrument to which any of the Obligors is a party (save that realisation of collateral
created pursuant to the Finance Documents may give a person the right to declare a default or
exercise any remedy under, or to accelerate the maturity or performance of, or to cancel,










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	 	terminate or modify, any Contract or instrument to which any of the Obligors
(other than Gazit Midas) is a party). Without limiting the generality of the
aforegoing, none of the transactions contemplated pursuant to the Master
Transaction Agreement or the Atrium Deed or the Transaction Agreement shall
result in any breach of, or right of acceleration under, any Securities of MEL
(including bonds or debentures currently issued by MEL and including the medium
term notes under the Medium Term Note Program 2006 (as defined in the
Transaction Agreement)); or
	 
	13.4.7.	 	result in the imposition or creation of any Encumbrance (other than an Encumbrance under
the Security Documents) upon or with respect to any of the assets owned by the Borrower or
Gazit Midas, including the Pledged MEL Shares or any other shares or Securities pledged under
any Security Document or with respect to the shares of the Borrower.






Without limiting the generality of the aforegoing, there is no restriction or
prevention, contractual, legal or otherwise, on the creation of the Encumbrances to be
created pursuant to the Security Documents or on the realisation, sale or assignment
of any collateral continuing under any such Security Document in the case of an Event
of Default or on the application by the Facility Agent, the Security Trustee or any
other person of any proceeds of any such realisation or sale (for the avoidance of
doubt, without derogating from mandatory statutory preferences on liquidation), save
for the following restrictions which, notwithstanding anything to the contrary stated
in this clause 13.4 or elsewhere in the Finance Documents, may be applicable to the
realisation, sale or assignment of certain of the Pledged Securities:




	 	(i)	 	restrictions under any applicable securities laws and rules and
regulations promulgated under the applicable stock exchange and restrictive trade
and/or anti-trust laws;
	 
	 	(ii)	 	with respect to realisation or sale of Pledged MEL Shares, the
right of first offer of other Investor Party(ies) under clause 11.1 of the
Shareholders’ Agreement, provided that such right of first offer does not apply
in the case of realisation by the Finance Parties;
	 
	 	(iii)	 	with respect to realisation or sale of Pledged FCR Securities, the
tag-along rights of Alony-Hetz Properties and Investments Ltd. (“Alony-Hetz”)
under clause 2.1 of the shareholders’










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	 	 	agreement relating to FCR dated as of October 5, 2000, as amended, a copy of
which shareholders’ agreement is attached as Schedule 13.7(A) hereto (or, in
place of such tag-along rights, the same or less burdensome (in the eyes of the
selling shareholder) tag-along provision under any other shareholders’
agreement relating to FCR); and
	 
	 	(iv)	 	with respect to realisation or sale of Pledged Equity One, the
tag-along rights of Alony-Hetz under clause 2 of the shareholders’ agreement
relating to Equity One dated October 4, 2000, as amended, a copy of which
shareholders’ agreement is attached as Schedule 13.7(B) hereto (or, in place of
such tag-along rights, the same or less burdensome (in the eyes of the selling
shareholder) tag-along provision under any other shareholders’ agreement relating
to Equity One).






	13.5.	 	No Default
	 
	 	 	No Default has occurred and is continuing which has not been waived.
	 
	13.6.	 	Consents






	13.6.1.	 	Except as set forth in Schedule 13.6 hereto (“the Listed Consents”), no notice to, filing
with, Governmental Authorisations, permits, licences or other Consents from, any person or
Governmental Body are, or will be required, to be made or obtained in connection with the
execution, delivery, validity and enforceability of any of the Finance Documents or the Master
Transaction Agreement, the Atrium Deed, the Transaction Agreement, the CPI/Gazit MTA Deed of
Assignment, the Borrower MTA Assignment, the Relationship Agreement, the Relationship
Agreement Deed of Assignment, the Shareholders’ Agreement or any other Voting Agreement or the
consummation or performance of any of the transactions contemplated hereby or thereby,
including for the creation or perfection of any Encumbrance purported to be created under any
Security Document (save for registrations with the Registrar of Pledges, the Registrar of
Companies, under the UCC, in respect of the MGN America Pledge and under the Personal Property
Security Act (Ontario), in respect of the Gazit Canada Ontario Pledge).










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	13.6.2.	 	The Obligors and, to the Borrower’s Knowledge, MEL have received and have complied with all
Governmental Authorisations, permits, licences and other Consents required: (a) to have been
obtained in connection with the execution, delivery, validity and enforceability of the
Finance Documents, the Master Transaction Agreement, the Atrium Deed, the Transaction
Agreement, the CPI/Gazit MTA Deed of Assignment, the Borrower MTA Assignment, the Relationship
Agreement, the Relationship Agreement Deed of Assignment, the Shareholders’ Agreement and any
other Voting Agreement, as applicable; and (b) for the consummation and performance of the
transactions contemplated hereby or thereby as aforesaid, as applicable. All such
Governmental Authorisations, permits, licences and other Consents referred to in this clause
13.6.2 above are valid and in full force and effect and are not subject to any pending or
Threatened attack, challenge or revocation by any competent authority. No event has occurred
or circumstance exists that may constitute or result, directly or indirectly, in a violation
of, or a failure to comply with, any term or requirement of any such Governmental
Authorisation or result, directly or indirectly, in the revocation, withdrawal, suspension,
non-renewal, cancellation or termination of, or any modification to, any such Governmental
Authorisation and no notice has been received by any Obligor or MEL that any of the above
shall occur. None of the Listed Consents contains any conditions, restrictions or
limitations, whether relating to the activity of any Obligor or MEL or otherwise, which may:
(a) inhibit or otherwise adversely affect the creation of the Encumbrances over the Pledged
MEL Shares, the Pledged FCR Securities, the Pledged Equity One Shares or the Pledged Gazit
Midas Shares purported to be created under the Security Documents or the realisation thereof;
(b) prohibit or restrict the declaration of any Distribution in relation to the Pledged MEL
Shares, the Pledged FCR Securities, the Pledged Equity One Shares or the Pledged Gazit Midas
Shares; or (c) otherwise likely to impair the ability of the Obligors to comply with their
respective obligations under the Finance Documents.






	13.7.	 	The Pledged Securities





	 	 	 	 	 

	13.7.1.

	 	(a)
	 	The Pledged MEL Shares shall, within 30 (thirty)
days of the Amendment Closing Date and
thereafter, be registered 












 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	 for trading on the
Vienna Stock Exchange and/or on Euronext
Amsterdam N.V.
	 
	 

	 	(b)
	 	The Pledged MEL Shares are or, as applicable, with
effect from the Amendment Closing Date shall be, on deposit in a
securities deposit in the Gazit Midas Charged Account London and are
beneficially owned by Gazit Midas, free and clear of all Encumbrances,
options or other rights of third parties of whatsoever nature, save: (i)
for Encumbrances in favour of the Finance Parties pursuant to the Security
Documents; (ii) under the right of first offer in favour of the other
Investor Party(ies) referred to in clause 11.1 of the Shareholders’
Agreement (provided that such right of first offer does not apply in the
case of realisation by the Finance Parties); and (iii) for the voting
arrangements referred to in the Shareholders’ Agreement.
	 
	 

	 	(c)
	 	The Pledged FCR Securities are held in a securities
deposit in the Gazit Canada Charged Account and are beneficially owned by
Gazit Canada, free and clear of all Encumbrances, options or other rights
of third parties of whatsoever nature, save for: (i) Encumbrances in
favour of the Finance Parties pursuant to the Security Documents; (ii)
Permitted Liens (as such term is respectively defined in the Gazit Canada
Israeli Pledge and the Gazit Canada Ontario Pledge); and (iii) the
tag-along rights of Alony-Hetz under clause 2.01 of the shareholders’
agreement relating to FCR dated as of October 5, 2000, as amended, a copy
of which shareholders’ agreement is attached as Schedule 13.7(A) hereto
(or, in the place of such tag-along rights, the same or less burdensome
(in the eyes of the selling shareholder) provision under any other
shareholders’ agreement relating to FCR). The aforegoing shall not
derogate from clause 14.15.3 below.
	 
	 

	 	(d)
	 	With effect from execution of the MGN America Pledge and thereafter, the Pledged Equity
One Shares shall be held in a securities deposit in the MGN America Charged Account and shall
be beneficially owned by MGN America and be free and clear of all Encumbrances, options or
other rights of third parties of whatsoever nature, save for Encumbrances in favour of the
Finance Parties pursuant to the Security Documents and save for the tag-along rights of
Alony-Hetz under clause 2 of the shareholders’ 












 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	 	 	agreement dated October 4, 2000 relating to
Equity One, as amended, a copy of which shareholders’ agreement is attached as Schedule 13.7(B) hereto (or, in the place of such tag-along
rights, the same or less burdensome (in the eyes of the selling
shareholder) provision under any other shareholders’ agreement relating
to Equity One). The aforegoing shall not derogate from clause 14.15.3
below.
	 
	 

	 	(e)
	 	The Pledged Gazit Midas Shares and all shareholders’
loans made to Gazit Midas are registered in the name of the Borrower and
are free and clear of all Encumbrances, options or other rights of third
parties of whatsoever nature, save for Encumbrances in favour of the
Finance Parties.
	 
	13.7.2.

	 	(a)
	 	All rights of Gazit Midas with respect to the Pledged MEL Shares and all Related Rights
thereto are legally, validly and effectively charged in favour of the Security Trustee under
the Gazit Midas English Pledge.
	 
	 

	 	(b)
	 	All rights of Gazit Canada with respect to the
Pledged FCR Securities and all Related Rights thereto are legally, validly
and effectively charged in favour of the Security Trustee under the Gazit
Canada Israeli Pledge and the Gazit Canada Ontario Pledge.
	 
	 

	 	(c)
	 	With effect from execution of the MGN America Pledge
and thereafter, all rights of MGN America with respect to the Pledged
Equity One Shares and all Related Rights thereto shall be legally, validly
and effectively charged in favour of the Security Trustee under the MGN
America Pledge. The Borrower shall hold, directly or indirectly, through
wholly-owned Subsidiaries, all means of control in MGN America.
	 
	 

	 	(d)
	 	All rights of the Borrower with respect to the
Pledged Gazit Midas Shares and all Related Rights thereto and all
shareholders’ loans to Gazit Midas, are legally, validly and effectively
charged in favour of the Security Trustee under the Borrower Jersey Pledge
and the Borrower Debenture.












 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	13.7A. The Gazit Canada Preferred Shares






	13.7A.1.	 	 As at the Amendment Closing Date, the aggregate redemption price of the Gazit Canada
Preferred Shares held by the Borrower (the Preferred Redemption Price, as such term is defined
in the Articles of Amalgamation of Gazit Canada) (“the Gazit Canada Preferred Redemption
Price”) equals at least CAD [***] ([***] Canadian Dollars).
	 
	13.7A.2.	 	 The Gazit Canada Preferred Shares held by the Borrower may be redeemed at any time,
subject only to 7 (seven) days’ prior notice; the Borrower has the power to procure that the
Gazit Canada Preferred Shares be redeemed as aforesaid; and, upon such redemption, the full
amount of the Gazit Canada Preferred Redemption Price will be paid to the Borrower, without
any deduction or withholding on account of Tax or otherwise.






	13.8.	 	Share Capital






	13.8.1.	 	The authorised share capital of Gazit Midas consists of 1,000,000 (one million) limited
liability shares of €1.00 (one Euro) par value each), of which, 1,000 (one thousand) shares
are issued and outstanding. All of the outstanding ordinary shares have been duly authorised,
validly issued and are fully paid-up.
	 
	13.8.2.	 	The entire issued share capital of Gazit Midas is, and all means of control in Gazit Midas
are, held by the Borrower.
	 
	13.8.3.	 	There are no Securities convertible or exchangeable into shares or Securities of Gazit
Midas, nor Contracts, arrangements or assignments relating to the issuance, sale, transfer or
Encumbrance, of any shares or Securities convertible or exchangeable into shares or Securities
of Gazit Midas, save for Encumbrances under the Borrower Jersey Pledge.
	 
	13.8.4.	 	To the Borrower’s Knowledge, as at the Amendment Closing Date, the number of issued and
outstanding shares of MEL is 372,052,993 (three hundred and seventy-two million fifty-two
thousand nine hundred and ninety-three) ordinary shares of no par value and all such shares
are fully paid-up.










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	13.8.5.	 	To the Borrower’s Knowledge, no shares or certificates in respect of shares in MEL or other
Securities of MEL are owned directly or indirectly by MEL.
	 
	13.8.6.	 	All shares of MEL grant the holders thereof equal rights.
	 
	13.8.7.	 	The entire issued share capital of Gazit Canada is, and all means of control in Gazit
Canada are, held by the Borrower (directly and/or indirectly, through wholly-owned
Subsidiaries of the Borrower).






	13.9.	 	No Material Adverse Effect
	 
	 	 	There has not been any Material Adverse Effect.
	 
	13.10.	 	Legal Proceedings; Orders






	13.10.1.	 	Except as disclosed in Schedule 13.10 hereto, there is no pending Proceeding: (a) that may
materially affect the business of the Borrower or against Gazit Midas; or (b) to the
Borrower’s Knowledge, that challenges, or that seeks the prevention or delay of or makes
illegal or otherwise may impede, any of the transactions contemplated under this Agreement,
under any other Finance Documents, under the Master Transaction Agreement or under the
Transaction Agreement.
	 
	13.10.2.	 	In addition, except as disclosed in Schedule 13.10 hereto, no such Proceeding as referred
to in clause 13.10.1 above has been Threatened.
	 
	13.10.3.	 	The Obligors are in full compliance with all the terms and requirements of each Order to
which they, or any of the assets owned or used by them, are subject, if non-compliance with
such an Order is likely to impair the ability of the Obligors to comply with their respective
obligations under the Finance Documents.
	 
	13.10.4.	 	No liquidator or similar officer (including examiner or administrator) has been appointed
with respect to any Obligor or, to the Borrower’s Knowledge, MEL or their respective assets,
nor is any petition or Proceeding for any such appointment pending, nor has any resolution for
any such appointment been passed.










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	13.10.5.	 	No Proceeding for the bankruptcy, winding-up, insolvency, reorganisation of or for any
moratorium or other similar Proceeding with respect to any Obligor or, to the Borrower’s
Knowledge, MEL is Threatened or pending.
	 
	13.10.6.	 	No Proceeding of any kind referred to in clauses 15.7 or 15.8 is Threatened or pending
(such representation is provided to the Borrower’s Knowledge with respect to MEL).






	13.11.	 	Contracts; No Defaults; Articles of Association






	13.11.1.	 	As of the Amendment Closing Date, the only Contracts to which the Borrower or any
Affiliate thereof is a party in connection with MEL and the transactions contemplated under
the Master Transaction Agreement and the Transaction Agreement, are the Finance Documents, the
Master Transaction Agreement, the Atrium Deed, the Transaction Agreement, the CPI/Gazit MTA
Deed of Assignment, the Borrower MTA Assignment the Relationship Agreement, the Relationship
Agreement Deed of Assignment, the Shareholders’ Agreement, the “Consultation Agreement”
between Atrium European Management N.V. and Mr. Chaim Katzman dated March 26, 2009 and/or any
Contract regulating the provision of loans by the Borrower to Gazit Midas.
	 
	13.11.2.	 	Each of the Finance Documents are, or with respect to Finance Documents to be entered into
in accordance with the provisions of this Agreement or the other Finance Documents after
Financial Close, will, upon the date of execution thereof, be) and the Master Transaction
Agreement, the Atrium Deed, the Transaction Agreement, the CPI/Gazit MTA Deed of Assignment,
the Borrower MTA Assignment, the Relationship Agreement, the Relationship Agreement Deed of
Assignment, the Shareholders’ Agreement and any other Voting Agreement, if any, are, in full
force and effect in all respects and are legal, valid, binding and enforceable in accordance
with their respective terms, except where such enforceability is limited by: (a) applicable
bankruptcy, insolvency, reorganisation, moratorium, fraudulent conveyance, or other laws of
general application relating to the enforcement of creditors’ rights generally, or (b) laws
relating to the availability of specific performance, injunctive relief, or other equitable
remedies. To the Borrower’s Knowledge, following the Original Agreement Date and until the
Amendment Closing Date: (i) no event has










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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		 	occurred or circumstance exists that (with or without notice or lapse of time)
may contravene, conflict with or result in a violation or breach of, or give
the Borrower or any other person the right to declare a default or exercise any
remedy under, or to accelerate the maturity or performance of, or to cancel,
terminate or modify, any such Contract (being the Master Transaction Agreement,
the Atrium Deed, the Transaction Agreement, the CPI/Gazit MTA Deed of
Assignment, the Borrower MTA Assignment, the Relationship Agreement, the
Relationship Agreement Deed of Assignment, the Shareholders’ Agreement and any
other Voting Agreement); and (ii) there are no disputes subsisting between the
Borrower and any other party to any such Contract (being the Master Transaction
Agreement, the Atrium Deed, the Transaction Agreement, the CPI/Gazit MTA Deed
of Assignment, the Borrower MTA Assignment, the Relationship Agreement, the
Relationship Agreement Deed of Assignment, the Shareholders’ Agreement and any
other Voting Agreement) and no waivers have been granted by or in favour of the
Borrower pursuant to any term of any such Contract (other than waivers, if any,
which are not likely to impair the ability of the Obligors to comply with their
respective obligations under the Finance Documents).
	 
	13.11.3.	 	To the Borrower’s Knowledge, as of Financial Close, there are no Contracts of whatsoever
nature between MEL, on the one hand, and Meinl Bank AG or any of its Affiliates (including
MERE), on the other hand, save for the following, all dated March 20, 2008:






	13.11.3.1.	 	the Transitional Services Agreement between MERE and MEL;
	 
	13.11.3.2.	 	the Termination Agreements between MEL and Meinl Bank AG relating to agreements to use
the “Meinl” name and logo and to a placement and market-maker agreement;
	 
	13.11.3.3.	 	a Termination Agreement between MERE and MEL relating to a management agreement;
	 
	13.11.3.4.	 	a Non-Compete Agreement between MEL, MERE and Meinl Bank AG; and










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	13.11.3.5.	 	other additional agreements (such as certain custodian agreements which need to be
terminated and replaced during a transition period of a few months after MTA Closing) relating
to the ongoing operation of MEL and its Subsidiaries (including the Global Assumption and
Transfer Agreement between MEL, Meinl Bank, Atrium European Management N.V. and Atrium
Treasury Services Limited and all documents and agreements related thereto and/or referenced
therein), which shall continue to be in effect for an interim period, as shall be agreed by
the Borrower.






	13.11.4.	 	With effect from the Amendment Closing Date, the articles of association of MEL are in the
form of Schedule 13.12 hereto.






	13.12.	 	Gazit Midas
	 
	 	 	Gazit Midas was incorporated on May 20, 2008. Gazit Midas has not
conducted or carried on any business or other activities of
whatsoever nature, whether alone, in partnership or under a joint
venture and Gazit Midas does not have any Subsidiaries, nor does or
will it own, directly or indirectly, any shares or equity (or
equivalent) or other rights or interests in any other person or
business, save for the Pledged MEL Shares and the entry into,
delivery and performance of the Contracts referred to in clause
13.11.1 above. Gazit Midas does not have any indebtedness of
whatsoever nature, save for its obligations under the Finance
Documents, under the Contracts referred to in clause 13.11.1 above
(including Indebtedness arising pursuant to shareholders’ loans
received from the Borrower) and Indebtedness for costs such as
auditors’ or legal fees or other incidental expenses arising from
its business as described in clause 14.7.1 below. The sole purpose
of Gazit Midas is to acquire and hold the Pledged MEL Shares and,
without derogating from clause 14.6.1 below, additional shares and
securities of MEL.
	 
	13.13.	 	Financial Statements






	13.13.1.	 	The financial statements of the Borrower supplied and to be supplied under the Finance
Documents comply as to form in all material respects with Applicable Accounting Principles and
with the published rules and regulations of the Israeli Securities Authority and the Tel-Aviv
Stock Exchange with respect thereto as in effect at the time of filing. The financial
statements,










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	 	including all related notes and schedules, contained in the such financial
statements (or incorporated by reference therein) present and shall present
fairly in all material respects the financial position of the Borrower as at
the respective dates thereof and the results of operations and cash flows of
the Borrower for the periods indicated, in accordance with Applicable
Accounting Principles.
	 
	13.13.2.	 	As at the date of the most recent financial statements of each of the Borrower and MEL
delivered to the Facility Agent, the Borrower or, to the Borrower’s Knowledge, MEL, as
applicable, did not have any material liability (contingent or otherwise) which was not,
expressly detailed in such financial statements (or in the notes thereto) or reserved against
therein.
	 
	13.13.3.	 	Since the date of the most recent financial statements delivered to the Facility Agent
prior to the Amendment Closing Date, there has been no material adverse change in the
financial condition of the Borrower or, to the Borrower’s Knowledge, MEL, as applicable, or in
the results of operation of the Borrower, or, to the Borrower’s Knowledge, MEL, as applicable.






	13.14.	 	Significant Management Rights
	 
	 	 	No person or persons acting together (other than the Investor
Parties) control MEL and, with effect from the Amendment Closing
Date, the Borrower shall hold the Significant Management Rights.
	 
	13.15.	 	Disclosure






	13.15.1.	 	No representation or warranty of the Borrower in this Agreement or of any Obligor in any
other Finance Document to which it is a party, omits to state a material fact necessary to
make the statements made herein or therein, in light of the circumstances in which they were
made, not misleading.





	 	 	 	 	 

	13.15.2.

	 	(a)
	 	All the written information provided by the Borrower to the Lenders relating to: (i)
the Obligors; (ii) the transactions contemplated under the Transaction Agreement; and (iii)
the transactions contemplated under the Master Transaction Agreement on or before Financial
Close, is true and accurate in all material respects. To the Borrower’s Knowledge, all the
written information provided by the Borrower to the Lenders relating to MEL on or












 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	 	 	before the Amendment Closing Date, is true and accurate in all material
respects.
	 
	 

	 	(b)
	 	The Borrower did not, as at the Original Agreement
Date, have any information and was not, as of such date, aware of any
matter that was not disclosed to the Lenders relating to the Obligors,
MEL, CPI and the transactions contemplated under the Master Transaction
Agreement, which might have reasonably be expected to adversely affect the
willingness of the Lenders to advance the Loan to the Borrower on the
terms and conditions as contained in this Agreement, or which would have
caused the Lenders not to rely on the Encumbrances created under the
Security Documents as security for the payment of the Total Outstandings,
or which might have limited in any manner the potential enforcement or
realisation of any such Encumbrances, in whole or in part.
	 
	 

	 	(c)
	 	The Borrower does not have any information and is not
aware of any matter that has not been disclosed to the Lenders relating to
the Obligors, MEL, CPI and the transactions contemplated under the
Transaction Agreement, which might reasonably be expected to adversely
affect the willingness of the Lenders to amend this Agreement as
contemplated herein or which might limit in any manner the potential
enforcement or realisation of the Encumbrances created under the Security
Documents as security for the payment of the Total Outstandings, in whole
or in part.







	13.16.	 	Documents
	 
	 	 	The documents delivered to the Facility Agent by the Borrower
pursuant to clause 3 above and under any other provision of the
Finance Documents were genuine, or, in the case of copies, were
true, complete and accurate copies in all respects of originals
which have not been amended, varied, supplemented or superseded in
any way prior to the Financial Close, other than amendments,
variations, supplements or supersessions prior to Financial Close
which have all been delivered to the Facility Agent.










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	13.17.	 	Ranking of Securities
	 
	 	 	The security conferred by those Security Documents which are
expressed to create Encumbrances constitutes a priority security
interest of the type therein described over the assets and rights
therein referred to, which are not subject to any prior or other
Encumbrances (save, with respect to the Gazit Canada Ontario Pledge
and the Gazit Canada Israeli Pledge, for Permitted Liens (as such
term is respectively defined in the Gazit Canada Ontario Pledge and
the Gazit Canada Israeli Pledge)) and is not liable to be set aside
on the insolvency of any Obligor.
	 
	13.18.	 	No Other Representations or Warranties
	 
	 	 	Except for the representations and warranties contained in this
clause 13 and any representations and warranties made in any other
Finance Documents, neither the Borrower nor any other person on
behalf of the Borrower makes any express or implied representation
or warranty with respect to the Borrower, any Obligor, MEL or any
of their respective Subsidiaries or their respective business,
operations, assets, liabilities, condition (financial or otherwise)
or prospects, notwithstanding the delivery or disclosure to the
Finance Parties of any documentation, forecasts, projections or
other information with respect to any one or more of the
aforegoing.
	 
	13.19.	 	No Immunity
	 
	 	 	No Obligor is entitled to claim for itself or any of its assets
immunity from suit, execution, attachment or other Proceeding in
any jurisdiction in connection with any of the Finance Documents to
which it is a party.
	 
	13.20.	 	Repetition






	13.20.1.	 	The representations and warranties set out in clause 13 of this Agreement in its form on
Financial Close, survived the execution of this Agreement and Financial Close, were repeated
on January 29, 2009 as set forth in the amendment to this Agreement made on such date and were
otherwise repeated as set forth in this Agreement in its form prior to the Amendment Closing
Date.
	 
	13.20.2.	 	The representations and warranties set out in this clause 13 shall be repeated on the
Amendment Closing Date, save for the










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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		 	following which shall not be repeated: clauses 13.2.2 (Status) and 13.16
(Documents) and shall thereafter be repeated on the first day of each Duration
Period of the Loan, save for the following which shall not be repeated: clauses
13.2.2 (Status), 13.5 (No Default), 13.6.2 (Consents) and 13.7A.1 (the Gazit
Canada Preferred Shares), the first sentence of clause 13.8.1 (Gazit Midas
Share Capital), clauses 13.8.4 (MEL Share Capital), 13.8.5 (MEL treasury
shares), 13.9 (No Material Adverse Effect), 13.10 (Legal Proceedings; Orders),
13.11 (Contracts; No Default; Articles of Association), 13.13 (Financial
Statements), 13.15.2 (Disclosure) and 13.16 (Documents).













	14.	 	UNDERTAKINGS
	 
	 	 	The Borrower hereby undertakes to the Lenders that from the Original Agreement Date, and for
so long as any sum remains payable or outstanding under any Finance Document or any Lender
shall be under any obligation under any Finance Document to provide the Loan to the Borrower:






	14.1.	 	Financial Statements






	14.1.1.	 	The Borrower shall furnish or procure that there shall be furnished to the Facility Agent:






	14.1.1.1.	 	as soon as the financial statements referred to below are published after the end of each
Financial Year: (a) the audited consolidated financial statements of the Borrower for that
Financial Year and the non-consolidated expanded financial statements of the Borrower for that
Financial Year; (b) the audited consolidated and non-consolidated financial statements of MEL
for that Financial Year; and (c) the audited financial statements of Gazit Midas for that
Financial Year;
	 
	14.1.1.2.	 	as soon as practicable (and, in any event, not later than the date when the Borrower or
MEL, as applicable, is required under law (including applicable stock exchange rules or
regulations) to submit its Quarterly financial statements): (a) the unaudited reviewed and
consolidated financial statements of the Borrower for each of the first 3 (three) Quarters of
each Financial Year and the non-consolidated expanded financial statements of the Borrower for
such Quarter; (b) the unaudited consolidated










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	 	and non-consolidated reviewed financial statements of MEL for each such
Quarter; and (c) the unaudited, reviewed financial statements of Gazit
Midas for each such Quarter; and






	14.1.1.3.	 	at the same time as each of the financial statements are delivered pursuant to clauses
14.1.1.1 and 14.1.1.2 above, a certificate signed by the chief financial officer of the
Borrower setting out in detail, a computation, as at the date of such financial statements, of
each of the financial ratios set out in clause 15.19 below.






	 	 	In this clause 14.1.1, “the non-consolidated expanded financial statements of
the Borrower” shall mean the financial statements of the Borrower consolidated
only with the financial statements of the Non-Listed Subsidiaries of the
Borrower (it being clarified that the financial statements of the Non-Listed
Subsidiaries of the Borrower are consolidated with the respective Listed
Subsidiaries of the Non-Listed Subsidiaries on the basis of such Listed
Subsidiaries’ balance sheet value (equity)), all the aforegoing as prepared in
accordance with Applicable Accounting Principles as applicable to such
financial statements, mutatis mutandis, and as approved by the chief financial
officer of the Borrower. For the purpose of the aforegoing, “the Non-Listed
Subsidiaries” shall mean those Subsidiaries whose Securities are not listed for
trading on any stock exchange; and “the Listed Subsidiaries” shall mean those
Subsidiaries whose Securities are listed for trading on any stock exchange.
	 
	14.1.2.	 	The Borrower shall at all times have duly appointed Auditors.
	 
	14.1.3.	 	The Borrower shall procure that MEL shall, at all times, have duly appointed Auditors.
	 
	14.1.4.	 	The Borrower shall authorise its Auditors, at the expense of the Borrower, to discuss with
the Facility Agent any financial statements of the Borrower or any report or information
required to be given by the Auditors in accordance with this Agreement, upon the Facility
Agent’s request and after notice is provided to the Borrower. The Borrower shall be entitled
to be present at any meeting between the Auditors and the Facility Agent in connection with
the aforegoing.










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	14.1.5.	 	The Borrower shall procure that each set of financial statements of the Borrower and Gazit
Midas to be delivered pursuant to this clause 14.1 shall be prepared using Applicable
Accounting Principles and shall: (a) be prepared in accordance with and shall comply with
applicable law; and (b) fairly represent the financial condition of each of the Borrower and
Gazit Midas as of the dates and for the periods stated therein.
	 
	14.1.6.	 	Intentionally Deleted.
	 
	14.1.7.	 	The Borrower shall notify the Facility Agent in writing in the event that the Borrower
anticipates that for any Quarter of Financial Year the ratio referred to in clause 15.19.2.1
below shall be less than 1.2.






	14.2.	 	Financial and Other Information
	 
	 	 	The Borrower shall furnish to the Facility Agent:






	14.2.1.	 	details of any litigation, arbitration or other Proceedings of a type referred to in clause
13.10.1 above as soon as the Borrower becomes aware that same have been instituted or
Threatened;
	 
	14.2.2.	 	without derogating from clauses 14.8, 15.18 and 15.20 below or any other provisions of any
Finance Document relating to any such change, promptly, details of any change in the
shareholdings of Mr. Chaim Katzman in the Borrower or of the acquisition by any person or by
persons acting in concert, of 10% (ten percent) or more of the share capital of the Borrower,
or of any changes of shareholders in any of the other Obligors or of any change of control in
MEL;
	 
	14.2.3.	 	without derogating from clause 14.3 below, promptly, copies of any Voting Agreement;
	 
	14.2.4.	 	promptly, details of any purchase of shares or other Securities in MEL by Gazit Midas;
	 
	14.2.5.	 	promptly, details of: (a) any default under the Master Transaction Agreement or any
Contract entered into pursuant thereto (including the CPI/Gazit MTA Deed of Assignment, the
Borrower MTA Assignment, the Atrium Deed, the Relationship Agreement, the Relationship
Agreement Deed of Assignment),










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	 	under the Transaction Agreement or under any Voting Agreement, or any
significant defective fulfilment by any party to any such Contract of which the
Borrower is aware; (b) any claims against the Borrower by any party to any such
Contract; or (c) any other claim by a person against the Borrower, MEL or Gazit
Midas, as well as of any dispute of which the Borrower is aware between any
Obligor, MEL or any other person, all, in the event such claims or disputes
relate to Gazit Midas, the transactions under the Master Transaction Agreement,
the transactions under the Transaction Agreement, any of the Pledged Securities
or to any Pledged Gazit Midas Shares;
	 
	14.2.6.	 	promptly, on request, certificates signed by a Senior Office Holder of the Borrower
certifying the absence of any Default;
	 
	14.2.7.	 	without derogating from clause 14.10 below, promptly, notice of cancellation or revocation
of any Consent listed under the Listed Consents, or the failure to obtain, maintain or renew
and keep in full force and effect any such Consent;
	 
	14.2.8.	 	without derogating from clause 6.4.1 above, notices regarding any Distributions made or
declared by MEL, such notice to be given within 14 (fourteen) Business Days after any such
Distribution is declared;
	 
	14.2.9.	 	within 7 (seven) days from the end of each Quarter, confirmation by the chief financial
officer of the Borrower of the Gazit Canada Preferred Redemption Price as at the end of such
Quarter;
	 
	14.2.10.	 	all notices, reports or other documents despatched by MEL or by the Borrower to their
respective creditors generally, such documents to be furnished within 5 (five) Business Days
of their despatch; and
	 
	14.2.11.	 	without derogating from any other provision of this Agreement, copies of all notices,
reports or any other documents that any Obligor is required to submit to any Governmental
Authority, or that any Obligor receives from any Governmental Authority promptly after the
submission or receipt thereof, provided that any such notice, report or document relates to
matters that are material to any such Obligor or may adversely affect the interests of the
Finance Parties under the Finance Documents and in respect of which notice, report or document
the Borrower










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	 	is required to give an immediate report under the Securities Law.






	14.3.	 	Master Transaction Agreement; Transaction Agreement; Voting Agreements; Articles of
Association






	14.3.1.	 	Save with the prior written approval of the Facility Agent, the Borrower shall not agree to
any amendment, modification or variation of the Master Transaction Agreement (including the
CPI/Gazit MTA Deed of Assignment, the Borrower MTA Assignment, the Atrium Deed, the
Transaction Agreement, the Relationship Agreement, the Relationship Agreement Deed of
Assignment or of any other Contract to be executed pursuant to the Master Transaction
Agreement), to the extent such amendment, modification or variation, individually or in the
aggregate is likely to impair the ability of the Obligors to comply with their respective
obligations under the Finance Documents. The Borrower shall notify the Facility Agent in
writing in advance of any proposed amendment, modification or variation of any Contract as
referred to in this clause 14.3.1 above.
	 
	14.3.2.	 	The Borrower shall not, and shall procure that Gazit Midas shall not, enter into any voting
agreements, shareholders’ agreements or similar agreements with any other person holding
shares or other Securities in MEL, other than the Shareholders’ Agreement and other Voting
Agreements, and shall not agree to any amendment, modification or variation of the articles of
association of MEL or any Voting Agreement (including the Shareholders’ Agreement), without
the prior written consent of the Facility Agent if any such amendment, modification or
variation is likely to impair the ability of the Obligors to comply with their respective
obligations under the Finance Documents.
	 
	14.3.3.	 	Without derogating from clauses 14.3.1 and 14.3.2 above, the Borrower shall promptly
deliver to the Facility Agent copies of any amendments, modifications or variations to or of
any Contracts referred to in such clauses.






	14.4.	 	Compliance with Applicable Laws
	 
	 	 	The Borrower shall comply, and shall procure that Gazit Midas shall
comply, in all respects with all laws and Orders to which they may
be










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	 	subject, if failure to so comply would impair the Obligors’ ability to perform their
respective obligations under the Finance Documents.
	 
	14.5.	 	Negative Pledge
	 
	 	 	The Borrower shall not, and shall procure that none of the Obligors
shall, create, or permit to subsist any Encumbrance on any asset or
right which is charged in favour of the Security Trustee under any
Security Document (save, with respect to the Gazit Canada Ontario
Pledge and the Gazit Canada Israeli Pledge, for Permitted Liens (as
such term is respectively defined in the Gazit Canada Ontario Pledge
and the Gazit Canada Israeli Pledge)). The Borrower shall procure
that Gazit Midas shall not create any Encumbrance other than under
the Finance Documents.
	 
	14.6.	 	Indebtedness






	14.6.1.	 	The Borrower shall procure that Gazit Midas shall not incur any Indebtedness of whatsoever
nature, save for Indebtedness arising pursuant to shareholders’ loans received from the
Borrower, and for costs such as auditors’ or legal fees or other incidental expenses arising
from its business as described in clause 14.7.1 below.
	 
	14.6.2.	 	The Borrower shall deliver to the Facility Agent, together with the financial statements to
be delivered pursuant to clause 14.1.1 above, a certificate from chief financial officer or
other Senior Office Holder of the Borrower confirming compliance by the Borrower with the
provisions of this clause 14.6.






	14.7.	 	Sole Business






	14.7.1.	 	The Borrower shall procure that: (a) Gazit Midas shall not carry on any business of
whatsoever nature, save for the acquisition and holding of the Pledged MEL Shares and save
(but without derogating from clause 14.6 above), for the acquisition, holding, selling and
exercising of other shares or Securities of MEL; and (b) any acquisition or exercise of shares
or Securities of MEL by Gazit Midas as referred to in this clause 14.7.1, will be financed
only by way of investments by the Borrower in the share capital of, or by provision by the
Borrower of shareholders’ loans to, Gazit Midas.










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	14.7.2.	 	Without derogating from the aforegoing, the Borrower shall procure that Gazit Midas will
not be party to any Contracts, save for the Relationship Agreement, the Relationship Agreement
Deed of Assignment, the Atrium Deed, the Transaction Agreement, the Shareholders’ Agreement,
the CPI/Gazit MTA Deed of Assignment, the Borrower MTA Assignment and any other Voting
Agreement, the Finance Documents to which it is a party, shareholders’ loan agreements
relating to shareholders’ loans received by Gazit Midas from the Borrower and the agreements
for the purchase or disposition of Securities of MEL (other than the Pledged MEL Shares).






	14.8.	 	Non-Disposal






	14.8.1.	 	The Borrower shall not sell, transfer or otherwise dispose of, or grant any Encumbrance
over (save under the Finance Documents), any of the shares in Gazit Midas or any rights
arising therein or in relation thereto, including any Related Rights thereto, or any rights
under shareholders’ loans in Gazit Midas.
	 
	14.8.2.	 	The Borrower shall at all times hold all of the means of control and all rights under
shareholders’ loans in Gazit Midas.
	 
	14.8.3.	 	The Borrower (directly and/or indirectly through wholly-owned Subsidiaries of the Borrower)
shall at all times hold all of the means of control in Gazit Canada.
	 
	14.8.4.	 	The Borrower shall procure that Gazit Midas shall not sell, transfer or otherwise dispose
of any Pledged MEL Shares or any rights arising therein or in relation thereto, including any
Related Rights thereto, other than in compliance with the conditions of clause 14.8.5 below.
	 
	14.8.5.	 	Notwithstanding the provisions of clause 14.8.4 above, the Borrower shall be entitled to
require a sale of all or some of the Pledged MEL Shares, subject to the prior written consent
of the Facility Agent, such consent to be provided within 5 (five) Business Days of written
request, if all of the following conditions are met:
	 
	14.8.5.1.	 	    the Pledged MEL Shares are sold in an arm’s length transaction to a bona fide purchaser;










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	14.8.5.2.	 	all the proceeds of such sale are received into the Gazit Midas Charged Account London,
transferred to the Gazit Midas Charged Account Israel and transferred from the Gazit Midas
Charged Account Israel to the Borrower Charged Account and applied immediately in mandatory
prepayment of the Total Outstandings in accordance with clause 6.4.1 above;
	 
	14.8.5.3.	 	the Borrower shall continue to have the Significant Management Rights in respect of MEL
and no person or persons acting together (other than the Investor Parties) shall control MEL;
	 
	14.8.5.4.	 	such sale shall be permitted under law; and
	 
	14.8.5.5.	 	no Default has occurred and is continuing and no Default would occur as a result of such
sale.






	14.9.	 	Lending
	 
	 	 	The Borrower shall procure that Gazit Midas shall not make any loan
or give any guarantee to or for the benefit of any other person,
save in favour of the Finance Parties under the Finance Documents.
	 
	14.10.	 	Authorisations






	14.10.1.	 	The Borrower shall obtain, and comply fully with the terms of, and procure that the
Obligors shall maintain, and comply fully with the terms of, every Consent, if failure to so
comply is likely to impair the ability of the Obligors to comply with their respective
obligations under the Finance Documents, or which are required in connection with the
execution, validity, performance or enforceability of the Finance Documents or the Master
Transaction Agreement, the Atrium Deed, the Transaction Agreement, the CPI/Gazit MTA Deed of
Assignment, the Borrower MTA Assignment, the Relationship Agreement, the Relationship
Agreement Deed of Assignment, the Shareholders’ Agreement and any other Voting Agreement or
required to create and to render valid and enforceable the Encumbrances purported to be
created under the Security Documents.










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	14.10.2.	 	The Borrower shall procure that none of the aforesaid Consents: (a) is revoked, cancelled,
supplemented, suspended, withdrawn or terminated, expires (without being renewed) or otherwise
ceases to be in full force and effect; or (b) is amended; all, in a manner that could impair
any Obligor’s ability to perform its obligations under, or in accordance with, the Finance
Documents, the Master Transaction Agreement, the Atrium Deed, the Transaction Agreement, the
Borrower MTA Assignment, the CPI/Gazit MTA Deed of Assignment, the Relationship Agreement, the
Relationship Agreement Deed of Assignment, the Shareholders’ Agreement or any other Voting
Agreement.
	 
	14.10.3.	 	The Borrower shall make, and shall procure that each other Obligor shall make, every
filing, recording, request or registration in any court or public office in Israel and in all
other applicable jurisdictions required in connection with the execution, validity,
enforceability or admissibility in evidence of the Finance Documents and the performance by
each of the Borrower and the other Obligors of its obligations under those Finance Documents
to which it is a party.






	14.11.	 	No Prejudicial Actions
	 
	 	 	The Borrower shall not, and shall procure that the Obligors shall
not, do anything, by act or omission, which might prejudice the
security interests expressed to be created by the Security
Documents.
	 
	14.12.	 	Pari Passu Ranking
	 
	 	 	Without derogating from clauses 14.5 and 14.6 above, the Borrower
undertakes that its obligations under this Agreement rank and shall
at all times rank at least pari passu in right and priority (save
by reason of and to the extent of the security afforded thereto by
the Security Documents) with all its other present and future
unsecured and unsubordinated obligations, other than obligations
which are mandatorily preferred by law.
	 
	14.13.	 	Mergers and Amalgamations
	 
	 	 	The Borrower shall procure that Gazit Midas shall not, enter into
or resolve to approve any merger, demerger, consolidation,
amalgamation, reorganisation or scheme of reconstruction or in any










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	 	way transfer its business or any material part thereof, save with the prior written
consent of the Facility Agent.
	 
	14.14.	 	Notification of Default
	 
	 	 	The Borrower shall notify the Facility Agent of any Default or
Event of Default of which it is aware (and the steps, if any, being
taken to remedy such Default or Event of Default) promptly upon
becoming aware thereof.
	 
	14.15.	 	Security Interests






	14.15.1.	 	Without derogating from any obligations of the Obligors under the Security Documents, the
Borrower shall, and shall procure that each of the Obligors shall, execute and do all such
acts as the Security Trustee may from time to time reasonably require or consider desirable in
order:






	14.15.1.1.	 	to perfect (to the extent not already perfected to the satisfaction of the Security
Trustee) or protect any Security Document creating an Encumbrance or any Encumbrance to be
entered into or created pursuant to this Agreement or under any other Finance Documents
(including: (a) the entering into of such documents and the performance of all such acts as
may be necessary in order to create in favour of the Security Trustee a first-ranking fixed
pledge and charge in respect of those assets acquired after the date of execution of the
Security Documents by the Borrower if and to the extent that such assets are to be pledged
pursuant to this Agreement or any other Finance Document; and (b) paying all necessary
registration or similar Taxes); and
	 
	14.15.1.2.	 	to facilitate the realisation of such assets.






	14.15.2.	 	Intentionally Deleted.
	 
	14.15.3.	 	The Borrower shall be entitled to allow: (a) MGN America to transfer to another
wholly-owned Subsidiary of the Borrower, all or part of the Pledged Equity One Shares; and/or
(b) Gazit Canada to transfer to another wholly-owned Subsidiary of the Borrower, all or part
of the Pledged FCR Securities, provided, in










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	 	each case, that the Facility Agent is satisfied in its sole discretion that:






	14.15.3.1.	 	all Securities transferred as aforesaid continue to be duly pledged by way of
first-ranking fixed pledge and charge in favour of the Security Trustee under the Security
Documents, mutatis mutandis, in the same form as applicable to such Securities prior to such
transfer;
	 
	14.15.3.2.	 	nothing in such transfer or the identity of the transferee could in any way adversely
affect the rights or remedies of the Finance Parties under the Finance Documents; and
	 
	14.15.3.3.	 	such transferee shall open an account with Bank Hapoalim which account will also be
pledged by way of first-ranking fixed pledge and charge under such Security Document.






In the event of any such transfer as aforesaid, all provisions of this
Agreement applying to such MGN America or Gazit Canada, as applicable, shall
apply also to such transferee, as if references to MGN America or Gazit Canada
and their respective Charged Accounts, as applicable, were references to such
transferee and its Charged Account.




	14.16.	 	Bank Accounts






	14.16.1.	 	The Borrower shall maintain the Borrower Charged Account and shall procure that: (a) Gazit
Midas shall maintain the Gazit Midas Charged Accounts; (b) Gazit Canada shall maintain the
Gazit Canada Charged Account; and (c) MGN America shall maintain the MGN America Charged
Account.
	 
	14.16.2.	 	The Borrower shall not make any withdrawals from the Borrower Charged Account, save: (a)
by way of prepayment or repayment of the Loan and interest thereon as well as other amounts
payable under the Finance Documents; or (b) by way of investment in the share capital of, or
shareholders’ loans to, Gazit Midas by way of transfer to the Gazit Midas Charged Account
London; provided that, for so long as no Default has occurred and is continuing, the Borrower
shall be entitled to withdraw all amounts of dividends on Pledged MEL Shares received into the
Borrower Charged Account (save for the amount of €50,000,000 (fifty million Euro) out of the
amount of










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	 	the Special Dividend (as such term is defined in clause 5.1 of the Transaction
Agreement) received and save for the amount to be applied in mandatory
prepayment of the Loan in accordance with the provisions of clause 6.4.1.3A
above). Notwithstanding anything to the contrary herein contained, the
Borrower shall not be entitled to withdraw any deposit (in the Borrower Charged
Account) which is pledged under any Security Document.
	 
	14.16.3.	 	The Borrower shall procure that: (a) Gazit Midas shall not make any withdrawals from the
Gazit Midas Charged Accounts, save for transfers to the Borrower Charged Account; and (b) in
the event that the Gazit Canada Preferred Redemption Price is less than CAD 50,000,000 (fifty
million Canadian Dollars), Gazit Canada shall not make any withdrawals from the Gazit Canada
Charged Account, save for transfers to the Borrower Charged Account, subject to the last
sentence of clause 14.16.4 below.
	 
	14.16.4.	 	Following the occurrence of a Default, and for so long as such Default continues, the
Borrower shall procure that: (a) without derogating from clause 14.16.3 above, Gazit Canada
shall not make any withdrawals from the Gazit Canada Charged Account save for transfer to the
Borrower Charged Account; and (b) MGN America shall not make any withdrawals from the MGN
America Charged Account save for transfer to the Borrower Charged Account. Following the
occurrence of an Event of Default, the Borrower shall procure that: (i) Gazit Canada shall not
make any withdrawals from the Gazit Canada Charged Account; and (ii) MGN America shall not
make any withdrawals from the MGN America Charged Account.






	14.17.	 	Dividend Policy, Payment of Distributions and Related Rights






	14.17.1.	 	The Borrower shall procure that all Distributions (including premiums and coupons),
redemption or repayment amounts, any other amounts and all Related Rights in respect of the
Pledged MEL Shares shall be paid into the Gazit Midas Charged Account London and immediately
transferred to the Gazit Midas Charged Account Israel and thereafter immediately transferred
to the Borrower Charged Account. In the event that Gazit Midas or the Borrower shall receive
any Distributions (including premiums and coupons), redemption or repayment amounts, any other
amounts and all Related Rights as aforesaid to any other account or in any other manner, the










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	 	Borrower shall promptly transfer, or procure the transfer, of all such amounts
in accordance with the aforesaid. The Borrower hereby irrevocably authorises
and instructs Bank Hapoalim to make the transfers referred to in this clause
14.17.1.
	 
	 	 
	14.17.2.	 	The Borrower shall procure that Gazit Midas shall not make any Distributions or make any
other payments other than to the Borrower (to the Borrower Charged Account).
	 
	14.17.2A. 	 	The Borrower shall procure that Gazit Canada shall not make any Distributions to the
Borrower other than to the Borrower Charged Account.
	 
	14.17.3.	 	The Borrower hereby undertakes to procure that all Distributions and Related Rights in
respect of: (a) the Pledged FCR Securities, shall be paid into the Gazit Canada Charged
Account and, in the event that the Gazit Canada Preferred Redemption Price is less than CAD
50,000,000 (fifty million Canadian Dollars) at the time of receipt of such Distributions or
Related Rights, immediately transferred to the Borrower Charged Account together, if Gazit
Canada is required by law to pay any withholding Tax with respect to such payment to the
Borrower, with additional moneys in the amount necessary to ensure that after the payment of
such withholding Tax, the Borrower shall receive, in the Borrower Charged Account, a net sum
equal to the sum of the Distributions and Related Rights received by Gazit Canada in respect
of the Pledged FCR Securities, and the Borrower hereby irrevocably authorises and instructs
Bank Hapoalim to make the transfers referred to in this clause 14.17.3 above; and (b) the
Pledged Equity One Shares shall be paid into the MGN America Charged Account.
	 
	14.17.4.	 	The Borrower shall use reasonable endeavours to procure that MEL establishes, by December
2009 and, thereafter, at all times maintains, a dividend policy, according to which MEL shall
distribute an annual dividend of at least €0.12 (nought point twelve Euro) per ordinary share
in MEL, payable quarterly (“the Dividend Policy”), such that the first Distribution in
accordance with the Dividend Policy will be made on December 31, 2009. For the avoidance of
doubt, it is hereby clarified that, without derogating from the provisions of clause 7.1
above, it shall not be considered an Event of Default hereunder if notwithstanding the
Borrower exercising reasonable endeavours to procure the Dividend Policy is











 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	 	established and maintained by MEL, such Dividend Policy is not established or at all times
maintained.






	 
	14.18.	 	Additional Documents and Further Actions
	 
	 	 	The Borrower shall take, and shall procure that each other Obligor
shall take, all further reasonable actions and execute and deliver
from time to time, as reasonably requested by the Facility Agent or
the Security Trustee at the Borrower’s expense, all documents as
shall be reasonably necessary or relevant to the execution and
implementation of the Finance Documents and the consummation of the
transactions contemplated therein.
	 
	14.19.	 	Transactions with Connected Persons
	 
	 	 	The Borrower shall not, and shall procure that Gazit Midas and all other Subsidiaries
of the Borrower shall not, have any dealings or enter into any transaction with MEL
other than on arm’s length terms and in accordance with then current market
conditions, to the extent available, or if not available as approved by all requisite
organs of the relevant parties pursuant to applicable laws.
	 
	14.20.	 	Financial Ratios






	14.20.1.	 	The Borrower shall deliver to the Facility Agent, together with the financial statements
to be delivered pursuant to clause 14.1.1 above, a certificate from a director or the chief
financial officer of the Borrower setting out the calculation of all of the financial ratios
set out in clause 15.19 below as at the last day of the relevant Quarter or Financial Year.
	 
	14.20.2.	 	Without derogating from clause 14.20.1 above and clause 15.19.1 below, the Borrower
undertakes immediately to inform the Facility Agent in the event that the LTV at any time
equals or exceeds 62.5% (sixty-two point five percent) (or during a Change of Control Period
or during a Reduced Share Holding Period, 47.5% (forty-seven point five percent)).






  










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.



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15. DEFAULT





	15.1.	 	Events of Default






	15.1.1.	 	Each of the events set out in clause 15.2 to clause 15.24 below is an Event of Default
(whether or not caused by any reason outside the control of the Borrower or of any other
person).
	 
	15.1.2.	 	Notwithstanding anything to the contrary in this clause 15, in the event that the Facility
Agent shall be of the view (at its discretion), that delay in acting pursuant to clause 15.25
below due to the operation of any cure period specified under the Finance Documents may
materially prejudice the ability of the Lenders to exercise their rights under any Finance
Document or their ability to receive full payment in accordance with the terms of the Finance
Documents of all Secured Obligations (including if it may materially prejudice the realisation
of the Securities pledged thereunder), the Facility Agent may, by written notice to such
effect to the Borrower, shorten or cancel any such cure period; provided that, the Facility
Agent shall give the Borrower notice thereof prior to declaring the Loan immediately due and
payable.






	15.2.	 	Non-Payment
	 
	 	 	The Borrower does not pay any amount payable by it under any Finance
Document at the place and in the funds expressed to be payable
within 7 (seven) days of the due date for payment of such amount,
except only where and for so long as such non-payment is caused
solely as a result of a strike at the Facility Agent which prevents
such payment.
	 
	15.3.	 	Breach of Obligations






	15.3.1.	 	Any Obligor does not comply with, or is in breach of: (a) any undertaking or obligation
contained in any Finance Document and, if such default is capable of remedy within such
period, within 14 (fourteen) days after receipt by the Borrower of written notice from the
Facility Agent requiring the failure or breach to be remedied (or, if a shorter period is
specified for cure in the relevant Finance Document, within such shorter period) such Obligor
shall have failed to cure such default; or (b) to the extent applicable to such Obligor, the
provisions of











 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	 	clauses 14.5, 14.6, 14.7.1, 14.8, 14.9, 14.13, 14.15, 14.16, 14.17 and 14.18 above.
	 
	15.3.2.	 	For the avoidance of doubt: (a) this clause 15.3 shall not be construed as derogating from
any other provision of this clause 15 and, without limiting the generality of the aforegoing,
the cure period specified in clause 15.3.1(a) above shall be applicable only with respect to
the Events of Default referred to therein and not to any other provisions of this clause 15;
and (b) in the event that any failure or breach as aforesaid is incapable of being remedied,
an Event of Default shall be deemed to have occurred immediately upon such breach.






	15.4.	 	Misrepresentation/Breach of Warranty
	 
	 	 	Any representation or warranty made or repeated by or on behalf of
any Obligor in any Finance Document, or in any certificate or
statement delivered by or on behalf of any Obligor under any Finance
Document is, or proves to have been, incorrect or misleading in any
respect which, in the view of the Lenders is material, when such
representation or warranty is made or deemed to be made or repeated;
and if such incorrect or misleading representation or warranty is
capable of remedy, such incorrect or misleading representation or
warranty is not cured within 14 (fourteen) days of it becoming
apparent that such representation is incorrect or misleading. For
the avoidance of doubt, in the event that such incorrect or
misleading representation or warranty as aforesaid is incapable of
being remedied, an Event of Default shall be deemed to have occurred
immediately upon such incorrect or misleading representation or
warranty.
	 
	15.5.	 	Invalidity






	15.5.1.	 	This Agreement or any Security Document shall cease to be in full force and effect in any
respect or does not, or shall cease to, constitute the legal, valid, binding and enforceable
obligations of any Obligor, or in the case of any Security Document, fails to provide
effective perfected security in favour of the Security Trustee of the nature and over the
assets over which security is intended to be given by that Security Document.
	 
	15.5.2.	 	Any Finance Document (other than those Finance Documents referred to in clause 15.5.1
above) shall cease to be in full force










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	 	and effect in any respect or does not, or shall cease to, constitute the legal,
valid, binding and enforceable obligations of any Obligor and such cessation,
illegality, invalidity, non-binding or non-enforceable obligations are not
cured within 7 (seven) days of such cessation, illegality, invalidity,
non-binding or non-enforceable obligations.






	15.6.	 	Reorganisation or Merger






	15.6.1.	(a) 	In the event that the Borrower shall adopt a
resolution for Reorganisation or Merger (as
defined hereunder), whereby the Borrower is not
the surviving entity of such Reorganisation or
Merger.






	 	(b) 	In the event that MEL shall adopt a resolution for
Reorganisation or Merger (as defined hereunder), unless MEL is the
surviving entity of such Reorganisation or Merger.
	 
	 	 	In this clause 15.6, “Reorganisation or Merger” means a merger or spin-off
(“Pizul”) (within the meaning of the term in Part E2 of the Israeli Income Tax
Ordinance [New Version], 1961 or the Companies Law or any provision of law
replacing any of the aforegoing) or any equivalent action in Jersey (in the
case of MEL) or the swap of assets for shares, within the meaning of said Part
E2 or otherwise.
	 
	15.6.2.	 	In the event that Gazit Midas shall adopt a resolution for Reorganisation or Merger.






	15.7.	 	Insolvency and Rescheduling






	15.7.1.	 	The Borrower, Gazit Midas or MEL declares that it is unable to pay its debts as they fall
due, or admits inability to pay its debts as they fall due, proposes or enters into
negotiations with its creditors for, or in connection with, the general readjustment,
restructuring or rescheduling of its Indebtedness or makes a general assignment for the
benefit of or a composition with its creditors or takes any similar action or any of the
Borrower, Gazit Midas or MEL in fact ceases to pay its debts or to carry on its business.
	 
	15.7.2.	 	Any Obligor (other than the Borrower or Gazit Midas) (such Obligor, “the Insolvent
Obligor”) declares that it is unable to










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	 	pay its debts as they fall due, or admits inability to pay its debts as they
fall due, proposes or enters into negotiations with its creditors for, or in
connection with, the general readjustment, restructuring or rescheduling of its
Indebtedness or makes a general assignment for the benefit of or a composition
with its creditors or takes any similar action or any of the Obligors (other
than the Borrower or Gazit Midas) in fact ceases to pay its debts or to carry
on its business (each such event, “Obligor Insolvency”), unless either:






	15.7.2.1.	 	the Adjusted LTV (as defined below) is lower than 62.5% (sixty-two point five percent)
(or during a Change of Control Period or during a Reduced Share Holding Period, 47.5%
(forty-seven point five percent)); or
	 
	15.7.2.2.	 	the Adjusted LTV (as defined below) exceeds 62.5% (sixty-two point five percent) (or
during a Change of Control Period or during a Reduced Share Holding Period, 47.5% (forty-seven
point five percent)) and the Borrower has complied with the provisions of clause 15.19.1 below
within the timeframe set forth therein.






	 	 	For the purpose of this clause 15.7.2, the term “the Adjusted LTV” means the
LTV re-calculated pursuant to clause 1.1.81 above on the date of occurrence of
the Obligor Insolvency, after the exclusion and deduction of the Excluded
Security (as defined below) from the “Aggregate Average Market Value” (as such
term is used in the denominator of the definition of “LTV” in clause 1.1.81
above); and the term “Excluded Security” means the portion of the Aggregate
Average Market Value attributable to the Pledged Securities held by the
Insolvent Obligor.






	15.8.	 	Receivership; Winding-Up






	15.8.1.	 	(a) A temporary or permanent receiver, administrative receiver, trustee (including trustee
under freeze order) or other similar officer is appointed, or (b) an Order for the insolvency,
winding-up, liquidation, bankruptcy, dissolution, administration or re-organisation (other
than an administration or a reorganisation not in an insolvency context and, for the avoidance
of doubt, which is not an Event of Default in accordance with clause 15.6 above) or for the
suspension of payments generally or for the protection against creditors or for the
appointment of a










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	 	permanent or provisional liquidator or other similar officer, is issued; all,
over or in respect of: (i) all of the business, revenues or assets of any of
the Borrower, Gazit Midas or MEL; or (ii) any part of the business, revenues or
assets of any of the Borrower, Gazit Midas or MEL, which business, revenues or
assets have a cumulative value of more than: (1) for the Borrower or MEL—5%
(five percent) of the shareholders’ equity of such entity according to its last
(audited or reviewed) financial statements; or (2) for Gazit Midas—7.5% (seven
point five percent) of its shareholders’ equity (including for this purpose,
all shareholders’ loans received from the Borrower and not repaid); or (c)
legal Proceedings are instituted or any corporate action is taken by such
entity for the purpose of such appointment or Order (under paragraph (a) or (b)
above), including for the making of an administration order or freeze order in
respect of any of the Borrower, Gazit Midas or MEL), unless (with respect to
(a), (b) or (c) above) all of the following conditions are met:






	15.8.1.1.	 	such appointment or Order is cancelled or, as applicable, such legal Proceedings when
brought by a third party are cancelled or withdrawn, within 90 (ninety) days of the
appointment, issuance or institution thereof; and
	 
	15.8.1.2.	 	the relevant Obligor or MEL, as applicable, is in good faith and on reasonable grounds
diligently contesting such appointment, Order or legal Proceedings;






	 	 	provided that, notwithstanding clauses 15.8.1.1 and 15.8.1.2 above, the
aforegoing in this clause 15.8.1 shall constitute an Event of Default also if
an Order as aforesaid is granted against MEL, the Borrower, Gazit Midas or any
Obligor, after a hearing in the presence of MEL, the Borrower, Gazit Midas or
such Obligor, as applicable, in respect of such legal Proceedings as referred
to in clause 15.8.1 above and, to the extent the Order is not final and is
capable of being appealed, such Order is not cancelled within 21 (twenty-one)
days thereof.






	15.8.2.	 	(a) A temporary or permanent receiver, administrative receiver, trustee (including trustee
under freeze order) or other similar officer is appointed, or (b) an Order for the insolvency,
winding-up, liquidation, bankruptcy, dissolution, administration or re-organisation (other
than an administration or a reorganisation not in an insolvency context) or for the suspension
of payments generally or for the protection against creditors or for the










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	 	appointment of a permanent or provisional liquidator or other similar officer,
is issued; all, over or in respect of: all of the business, revenues or assets
of any Obligor (other than the Borrower or Gazit Midas); or (c) legal
Proceedings are instituted or any corporate action is taken by such entity for
the purpose of such appointment or Order (under paragraph (a) or (b) above,
including for the making of an administration order or freeze order) in respect
of any Obligor (other than the Borrower or Gazit Midas) (each such event with
respect to the applicable Obligor, an “Obligor Receivership/Winding-Up” and
such Obligor, “the Subject Obligor”), unless (with respect to (a), (b) or (c)
above) clause 15.8.2.1 or clause 15.8.2.2 is met:






	15.8.2.1.	 	all of the conditions set forth in clauses 15.8.2.1.1 and 15.8.2.1.2 are met:






	15.8.2.1.1.	 	such appointment or Order is cancelled or, as applicable, such legal Proceedings when
brought by a third party are cancelled or withdrawn, within 90 (ninety) days of the
appointment, issuance or institution thereof; and
	 
	15.8.2.1.2.	 	the Subject Obligor is in good faith and on reasonable grounds diligently contesting
such appointment, Order or legal Proceedings;






	 	 	or






	15.8.2.2.	 	upon the occurrence of an Obligor Receivership/Winding-Up, either: (a) the Adjusted LTV
(as defined below) is lower than 62.5% (sixty-two point five percent) (or during a Change of
Control Period or during a Reduced Share Holding Period, 47.5% (forty-seven point five
percent)); or (b) the Adjusted LTV (as defined below) exceeds 62.5% (sixty-two point five
percent) (or during a Change of Control Period or during a Reduced Share Holding Period, 47.5%
(forty-seven point five percent)) and the Borrower shall have complied with the provisions of
clause 15.19.1 below, within the timeframes set forth therein.
	 
	 	 	For the purpose of this clause 15.8.2.2, the term “the Adjusted LTV”
means the LTV calculated pursuant to clause 1.1.81 above on the date of
occurrence of the Obligor Receivership/Winding-Up after the exclusion and










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	 	deduction of the Excluded Security (as defined below) from the “Aggregate
Average Market Value” (as such term is used in the denominator of the
definition of “LTV” in clause 1.1.81 above); and the term “Excluded
Security” means the portion of the Aggregate Average Market Value
attributable to the Pledged Securities held by the Subject Obligor.






	15.9.	 	Execution or Other Process






	15.9.1.	 	If the following conditions are met:






	15.9.1.1.	 	An Order has been issued for any distress, execution, attachment, sequestration or
similar judicial process arising out of any claim by any third party against any of the
Borrower, Gazit Midas or MEL, which distress, execution, attachment, sequestration and such
similar process relates to any business, revenues or assets of any of the Borrower, Gazit
Midas or MEL have a cumulative value of: (a) with respect to the Borrower or MEL, more than 5%
(five percent) of the shareholders’ equity of such entity according to its last (audited or
reviewed) financial statements; or (b) with respect to Gazit Midas, 7.5% (seven point five
percent) of its shareholders’ equity (including for this purpose, all shareholders’ loans
received from the Borrower and not repaid), save where (but without derogating from clause
15.9.2 below) one of the following apply:






	15.9.1.1.1.	 	the Borrower, Gazit Midas or MEL, as applicable, is in good faith and on reasonable
grounds contesting the distress, execution, attachment, sequestration or such similar process
by appropriate Proceedings diligently pursued; and
	 
	15.9.1.1.2.	 	such Order as aforesaid is cancelled or withdrawn not later than 30 (thirty) days after
the issuance thereof.






	15.9.2.	 	Any distress, execution, attachment, sequestration or such similar process arising out of
any claim by any person (including any creditor) is made against any of the Charged Accounts
(including any moneys standing to the credit of any such accounts or any of the Borrower’s
rights with respect to such










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	 	accounts) or against any of the Pledged Securities or Pledged Gazit Midas
Shares, save where all the following apply:






	15.9.2.1.	 	the relevant Obligor or MEL, as applicable, is in good faith and on reasonable grounds
contesting the distress, execution, attachment, sequestration or such similar process by
appropriate Proceedings diligently pursued;
	 
	15.9.2.2.	 	such Proceedings as aforesaid are cancelled or withdrawn not later than 30 (thirty) days
after the issuance thereof; and
	 
	15.9.2.3.	 	the ability of the Obligors to comply with their respective obligations under the Finance
Documents will not be adversely affected whilst such Proceedings are being so contested.






	15.10.	 	Master Transaction Agreement, Transaction Agreement and Shareholders’ Agreement






	15.10.1.	 	The Borrower or any party to the Master Transaction Agreement, the Atrium Deed, the
Transaction Agreement, the CPI/Gazit MTA Deed of Assignment, the Borrower MTA Assignment, the
Relationship Agreement, the Relationship Agreement Deed of Assignment or the Shareholders’
Agreement fails to comply with any undertaking or obligation contained in the Master
Transaction Agreement, the Atrium Deed, the Transaction Agreement, the CPI/Gazit MTA Deed of
Assignment, the Borrower MTA Assignment, the Relationship Agreement, the Relationship
Agreement Deed of Assignment or the Shareholders’ Agreement, which failure to comply is likely
to impair the ability of the Obligors to comply with their respective obligations under the
Finance Documents, unless (to the extent such default is capable of remedy under the terms of
such Contract), such default has been cured within the time provided therefor in such
Contract.
	 
	15.10.2.	 	(a) The Master Transaction Agreement, the Atrium Deed, the Transaction Agreement, the
CPI/Gazit MTA Deed of Assignment, the Borrower MTA Assignment, the Relationship Agreement, the
Relationship Agreement Deed of Assignment or the Shareholders’ Agreement is not, or shall
cease to be, in full force and effect in any respect and for any reason, or does not, or shall
cease to, constitute the legal, valid, binding and










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	 	enforceable obligation of the Borrower or any other party thereto, all, if such
circumstances are likely to impair the ability of the Obligors to comply with
their respective obligations under the Finance Documents; or (b) without the
prior written consent of the Facility Agent, any such Contract is terminated,
cancelled, suspended or is amended or a waiver is given thereunder (if such
termination, cancellation, suspension, amendment or waiver is likely to impair
the ability of the Obligors to comply with their respective obligations under
the Finance Documents).
	 
	15.10.3.	 	MEL shall alter the articles of association of MEL in any way which would prejudice the
repayment of the Loan or which otherwise is likely to impair the ability of the Obligors to
comply with their respective obligations under the Finance Documents.






	15.11.	 	Repudiation
	 
	 	 	Any Obligor repudiates or purports to repudiate any of the Finance
Documents to which it is a party or any party to the Master
Transaction Agreement, the Atrium Deed, the Transaction Agreement,
the CPI/Gazit MTA Deed of Assignment, the Borrower MTA Assignment,
the Relationship Agreement, the Relationship Agreement Deed of
Assignment or the Shareholders’ Agreement repudiates or purports to
repudiate such Contract, if (with respect to Contracts other than
the Finance Documents) the repudiation of such Contract is likely
to impair the ability of the Obligors to comply with their
respective obligations under the Finance Documents.
	 
	15.12.	 	Proceedings
	 
	 	 	There is pending any Proceeding concerning or involving any Obligor
or MEL which is reasonably likely to have a Material Adverse
Effect, unless the Obligor or MEL, as applicable, is in good faith
and on reasonable grounds contesting such Proceedings.
	 
	15.13.	 	Breach of Permit or any Other Consent






	15.13.1.	 	Any Consent necessary for any Obligor to comply with its obligations under the Finance
Documents or to maintain the Significant Management Rights (including, for the Borrower or
Gazit Midas to acquire and hold the Pledged MEL Shares and










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	 	for the Encumbrances under the Security Documents) is in whole or in part:






	15.13.1.1.	 	not obtained when required, surrendered, terminated, withdrawn, suspended, cancelled or
revoked or does not remain in full force and effect or otherwise expires and is not renewed
prior to its expiry (in each case, without replacement by Consents having substantially
equivalent effect); or
	 
	15.13.1.2.	 	modified in any respect detrimental to the Finance Parties or breached.






	15.13.2.	 	Any event occurs which is reasonably likely to give rise to the revocation, termination,
cancellation or suspension of any Consents referred to above (without replacement) in such
circumstance where the Borrower is unable to demonstrate to the satisfaction of the Facility
Agent within 30 (thirty) days of such event occurring that such termination, suspension or
revocation will not occur.






	15.13A.	 	Registration of Pledged MEL Shares for Trading
	 
	 	 	The Pledged MEL Shares shall: (a) not be registered for trading on
a recognised stock exchange within 30 (thirty) days of the
Amendment Closing Date; or (b) at any time thereafter, not be
registered for trading on at least one recognised stock exchange.
	 
	15.14.	 	Cessation of Trading
	 
	 	 	There is no trading in any of: (a) the Securities of the Borrower;
(b) the shares of MEL; (c) the shares of common stock or
debentures, as applicable, of FCR, for so long as the Pledged FCR
Securities are Pledged Securities; or (d) the shares of common
stock of Equity One, for so long as the Pledged Equity One
Securities are Pledged Securities, for a consecutive period of at
least 4 (four) or more days on which trading is conducted on the
relevant stock exchange on which each such company’s shares are
respectively traded.
	 
	15.15.	 	Cessation or Change of Business






	15.15.1.	 	The Borrower or MEL ceases to carry on all, or a substantial part of, its respective
business as contemplated on the Original










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	 	Agreement Date for a period of 30 (thirty) or more consecutive days.
	 
	15.15.2.	 	The investment (directly or indirectly) in real-estate ceases to be the primary business
of MEL.
	 
	15.15.3.	 	The value of all income producing real estate ceases at any time to comprise more than 50%
(fifty percent) of the total assets of the Borrower (as appearing in the balance sheet in the
Borrower’s quarterly or annual financial statements).
	 
	15.15.4.	 	The Borrower shall, at any time that any shares of FCR are pledged in favour of the
Security Trustee under the Finance Documents, cease to control FCR.






	15.16.	 	Illegality
	 
	 	 	It is or becomes unlawful for any Obligor to perform any of its
obligations under any of the Finance Documents or for any Obligor
or any other party to perform any of its obligations under the
Master Transaction Agreement, the Atrium Deed, the Transaction
Agreement, the CPI/Gazit MTA Deed of Assignment, the Borrower MTA
Assignment, the Relationship Agreement, the Relationship Agreement
Deed of Assignment, the Shareholders’ Agreement or under any other
Voting Agreement; provided that, with respect only to obligations
which do not relate to this Agreement or to the Security Documents,
an Event of Default shall be deemed to have occurred only if the
illegality referred to in this clause 15.16 is not cured within 7
(seven) days of receipt by the Borrower of written notice from the
Facility Agent of such illegality. For the avoidance of doubt, no
cure period will be applicable with respect to obligations under
this Agreement or any Security Document.
	 
	15.17.	 	Distributions






	15.17.1.	 	MEL fails to pay the Special Dividend (as such term is defined in clause 5.1 of the
Transaction Agreement) within 30 (thirty) days of the Amendment Closing Date.
	 
	15.17.2.	 	The Borrower, MEL or Gazit Midas makes or receives any payment or takes any other action
as referred to in clause 14.17 above, other than in accordance with, and subject to the terms
and provisions of, such clause and such payment or other action is not remedied or cancelled
within 14 (fourteen) days of










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


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	 	 	receipt by the Borrower from the Facility Agent of written notice of such
breach of this clause 15.17 above.






	15.18.	 	Change of Ownership
	 
	 	 	Any of the following shall occur, without the prior written consent
of the Facility Agent:






	15.18.1.	 	Gazit Midas shall: (a) issue shares or other Securities to, or receive shareholders’ loans
from, any person other than the Borrower; or (b) either issue shares or other Securities to
the Borrower, in each case, which are not duly pledged under the Borrower Debenture or under a
debenture, in the same form, mutatis mutandis, as the Borrower Debenture;
	 
	15.18.2.	 	the Borrower shall transfer or otherwise dispose of any shares, other Securities or rights
under shareholders’ loans held by it in Gazit Midas as at the date of signature of this
Agreement; or
	 
	15.18.3.	 	neither Chaim Katzman nor Dori Segal controls the Borrower and, within 60 (sixty) days of
cessation of control by Chaim Katzman and Dori Segal as aforesaid, neither of the following
conditions is fulfilled: (a) the Facility Agent has, in its sole discretion, agreed in writing
to such cessation of control as aforesaid; or (b) the Borrower shall have prepaid the Total
Outstandings in full.






	15.19.	 	Financial Ratios






	15.19.1.	 	On any date during the period of this Agreement, the LTV for the period ending on such
date exceeds 62.5% (sixty-two point five percent) (or, during: (a) the 60 (sixty) day period
referred to in clause 15.18.3 above, or, in the event that clause 15.18.3(a) above shall be
applicable prior thereto, the period from the commencement of the cessation of control
referred to in clause 15.18.3 above until the consent (if given) by the Facility Agent under
such clause (“the Change of Control Period”); or (b) any Reduced Share Holding Period, 47.5%
(forty-seven point five percent)) and the Borrower has not within 5 (five) Business Days
thereafter, either:






	15.19.1.1.	 	prepaid (in accordance with clause 6 above) the Required Amount;













 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.



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	15.19.1.2.	 	deposited, in clear funds, in the Borrower Charged Account, which deposit is duly
pledged and charged by way of first-ranking fixed pledge and charge in favour of the Security
Trustee, the Required Amount;
	 
	15.19.1.3.	 	provided to the Security Trustee further collateral in forms and of types acceptable to
the Facility Agent in its sole discretion, the value of which (as determined by the Facility
Agent applying such safety factors as the Facility Agent sees fit) is equal to the Required
Amount; or
	 
	15.19.1.4.	 	acted pursuant to more than one of the above alternatives, provided that the aggregate
of the amounts prepaid and/or of funds pledged and the value of the other collateral pledged
in accordance with the aforegoing, is equal to the Required Amount.






The “Required Amount” shall mean, in the case of clauses 15.19.1.1 and
15.19.1.2 above, the amount which, when deducted from the Total Outstandings
or, in the case of clause 15.19.1.3 above, when added as collateral pursuant to
the aforegoing, or, in the case of clause 15.19.1.4 above, when deducted from
the Total Outstandings (to the extent applicable) and added as collateral (to
the extent applicable) would result in the sum of paragraphs (a)—(e) below in
respect of the Relevant Period (as defined in clause 1.1.1 above) ending on the
last day of such 5 (five) Business Day period as aforesaid (“the Determining
Date”) being equal to or exceeding the Total Outstandings as at the Determining
Date:




	(a)	 	0.55 (nought point fifty-five) times the Average
Market Value FCR;
	 
	(b)	 	0.55 (nought point fifty-five) times the Average
Market Value Equity One;
	 
	(c)	 	Intentionally Deleted;
	 
	(d)	 	0.5 (nought point five) (or, during a Reduced Share
Holding Period, 0.3 (nought point three)) times the Average Market Value
MEL Shares; and










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	(e)	 	the value, as at the Determining Date, of any other
collateral provided in accordance with clause 15.19.1.3 above as
determined by the Facility Agent.






	15.19.2.	 	For any Quarter or Financial Year:





	 	 	 	 	 

	15.19.2.1.

	 	(a)
	 	the ratio of: (i) the aggregate
dividends and interest paid in respect
of the Pledged Securities and actually
received into: (1) the Borrower Charged
Account; and (2) to the extent that
dividends and interest as aforesaid are
not transferred from the Gazit Canada
Charged Account to the Borrower Charged
Account and are not required to be so
transferred, the Gazit Canada Charged
Account, in such Quarter or Financial
Year; to (ii) interest paid on the Loan
during such Quarter or Financial Year,
shall be less than 2:1 and the Borrower
has not, within 5 (five) Business Days
of the last day of such Quarter or
Financial Year, deposited, in clear
funds, in the Borrower Charged Account,
which deposit is duly pledged and
charged by way of first-ranking fixed
pledge and charge in favour of the
Security Trustee (for the avoidance of
doubt, such deposit in addition to any
deposit for any other purpose, such as
pursuant to clause 15.19.1.2 above) an
amount equal to the interest payable by
the Borrower in respect of the 2 (two)
Quarters following such Quarter or
Financial Year (such amount being
calculated on the basis of the rate of
interest applicable as at the
commencement of such 2 (two) Quarters);
or
	 
	 

	 	(b)
	 	the Borrower has notified the Facility
Agent that the aforegoing ratio will not be met for any Quarter or
Financial Year and the Borrower has not within 2 (two) Business Days
of such notification, made a deposit meeting all the conditions
referred to in paragraph (a) above, for the 2 (two) Quarters
following such notification.
	 
	 

	 	In the event that following the relevant Quarter or Financial Year or
notification, as applicable, referred to above, the ratio referred to
above shall, for any subsequent Quarter or Financial Year, be more than
2, the Borrower shall be












 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	entitled to release of such deposit, by written notice to the Facility
Agent requesting such release; or







	15.19.2.2.	 	Shareholders’ Equity of the Borrower attributable to its shareholders (as appearing in
its audited or reviewed, as the case may be, consolidated balance sheet) as at the end of such
Quarter or Financial Year, shall be less than NIS 3,750,000,000 (three billion seven hundred
and fifty million New Israel Sheqels). For the purposes of determining the Shareholders’
Equity of the Borrower as aforesaid for the Financial Year ending December 31, 2008 only, to
the extent that in accordance with the Borrower’s consolidated balance sheet as aforesaid,
Shareholders’ Equity shall have been reduced by the value of the obligation of the Borrower to
take up Back Stop Shares pursuant to Schedule 8, Part C of the Master Transaction Agreement,
such reduction shall be disregarded; or
	 
	15.19.2.3.
	 
	15.19.2.3.1.	 	  the ratio of:






	 	(a)	 	the Borrower’s Net
Financial Indebtedness; to
	 
	 	(b)	 	the Borrower’s Total
Assets, less deposits of cash, cash equivalents and
short-term investments






(all as appearing in the Borrower’s consolidated financial
statements for such Quarter or Financial Year), shall be more than
75% (seventy-five percent); or




	15.19.2.3.2.	 	  the ratio of:






	 	(a)	 	the Borrower’s Net
Financial Indebtedness; to
	 
	 	(b)	 	the Borrower’s Holdings






(both as appearing in the Borrower’s balance sheet in its
non-consolidated expanded financial statements (as defined in
clause 14.1 above) for such Quarter or Financial Year), shall be
more than 77.5% (seventy-seven point five percent).









 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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For the purposes of this clause 15.19.2.3:




	 	(a)	 	“Net Financial Indebtedness” shall mean
all current and long-term liabilities to banks, financial
institutions and debenture holders, suppliers or similar creditors,
less deposits of cash, cash equivalents and short-term investments;
and
	 
	 	(b)	 	“the Borrower’s Holdings” shall mean the
book value (IFRS—the fair market value of all properties and other
assets) of the Securities held by the Borrower (whether or not
listed for trading), as appearing in the balance sheet in the
non-consolidated expanded financial statements of the Borrower.






	15.19.3.	 	For any Quarter or Financial Year, at any time following Financial Close, the ratio of:
(a) Shareholders’ Equity of MEL (excluding Minority Interests); to (b) the Total Liabilities
of MEL and Shareholders’ Equity (for the avoidance of doubt, including Minority Interests),
all as determined from MEL’s consolidated financial statements at the end of such Quarter or
Financial Year, shall be less than 48.5% (forty-eight point five percent).
	 
	15.19.4.	 	Shareholders’ Equity of MEL attributable to its shareholders (as appearing in its audited
or reviewed, as the case may be, consolidated balance sheet as at the end of such Quarter or
Financial Year), shall be less than €1,500,000,000 (one billion five hundred million Euro).






	15.20.	 	Cessation of Significant Management Rights






	15.20.1.	 	At any time after Financial Close: (a) the Borrower shall cease to hold the Significant
Management Rights in respect of MEL; (b) any person or persons acting together (other than the
Investor Parties) control MEL; or (c) a resolution of the shareholders of MEL regarding a
Major Matter (as defined in clause 1.1.117(f) above) is passed and Gazit Midas did not vote in
favour of such resolution.






	15.20.2.	 	Intentionally Deleted.










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	15.21.	 	Rating
	 
	 	 	In the event that the rating of the Borrower or of any series of
debentures issued by the Borrower by “Standard and Poor’s Maalot
Ltd.” shall be lower than A (or lower than an equivalent rating
by another reputable rating company, all in accordance with the
lowest ranking in the event of more than one rating).
	 
	15.22.	 	Organisational Documents
	 
	 	 	Any amendment is made to any of the Organisational Documents of
the Borrower or any other Obligor without the prior written
consent of the Facility Agent, which amendment is likely to
impair the ability of the Obligors to comply with their
respective obligations under the Finance Documents.
	 
	15.23.	 	Rendering of Material Order
	 
	 	 	If: (a) one or more Orders shall be rendered against MEL for the
payment of money in an aggregate amount exceeding 10% (ten
percent) of the shareholders’ equity of MEL, according to its
last (audited or reviewed) financial statements or the equivalent
thereof in another currency or which the financial effect thereof
exceeds such amount; (b) such Order remains unpaid for a period
of 30 (thirty) days; and (c) such amount, if it had been added to
the liabilities of MEL, as appearing in the most recent financial
statements of MEL (Quarterly or annual, as applicable), would
have resulted in failure by the Borrower to comply with clause
15.19.3 for such Quarter or Financial Year, unless MEL is in good
faith and on reasonable grounds contesting such Order.
	 
	15.24.	 	Cross Default
	 
	 	 	If:






	15.24.1.	 	any Indebtedness of the Borrower in an aggregate amount exceeding €30,000,000 (thirty
million Euro) or the equivalent thereof in another currency is declared by the holder or
holders thereof (which are banks, financial institutions or bondholders acting in accordance
with the terms of the instrument governing the relevant bonds) to be due prior to its
scheduled maturity, or if the Borrower is required to make, due to any breach, any prepayment,
repurchase or redemption thereof, prior to its scheduled maturity (i.e., acceleration); or










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	15.24.2.	 	any Indebtedness of MEL in an aggregate amount exceeding 10% (ten percent) of the
shareholders’ equity of MEL, according to its last (audited or reviewed) financial statements
or the equivalent thereof in another currency is declared by the holder or holders thereof
(which are banks, financial institutions or bondholders acting in accordance with the terms of
the instrument governing the relevant bonds) to be due prior to its scheduled maturity, or if
MEL is required to make, due to any breach, any prepayment, repurchase or redemption thereof,
prior to its scheduled maturity (i.e., acceleration),






and such declaration or requirement is not cancelled within 14 (fourteen) Business
Days of being made, all, unless the Borrower or MEL, as applicable, is in good faith
and on reasonable grounds contesting such declaration or requirement. The aforegoing
in clause 15.24.2 above shall not apply in the following case only: if the
Indebtedness of MEL in respect of its current Outstanding Notes issued under MEL’s
2006 guaranteed medium term programme (“the 2006 Notes”) in an amount not to exceed
€241,000,000 (two hundred and forty-one million Euro), is declared due prior to its
scheduled maturity as a result only of a change in control of MEL (as defined under
the terms of the 2006 Notes), which change in control occurs as a result of Gazit
Midas and CPI CEE holding at any time 50% (fifty percent) or more of the outstanding
issued shares of MEL.




	15.25.	 	Acceleration
	 
	 	 	Upon the occurrence of an Event of Default and at any time
thereafter while the same is continuing, without derogating from
any other rights or remedies available to the Finance Parties,
the Facility Agent may, by written notice to the Borrower:






	15.25.1.	 	declare that an Event of Default has occurred; and/or
	 
	15.25.2.	 	declare that all, or any part of, the Loan, together with all interest accrued thereon and
all other amounts (including amounts due under clause 16 below, to the extent applicable),
payable by the Borrower under the Finance Documents from time to time, shall thenceforth be
repayable on demand being made by the Facility Agent (and in the event of any such demand, the
Loan or part thereof, interest and such other amounts shall become immediately due and
payable); and/or










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	15.25.3.	 	declare that all, or any part of, the Loan, is immediately due and payable, whereupon the
Loan, or part thereof, shall become immediately due and payable, together with all interest
accrued thereon and all other amounts payable by the Borrower under the Finance Documents
(including, amounts due under clause 16 below, to the extent applicable).






	15.26.	 	Loan Due on Demand
	 
	 	 	If, pursuant to clause 15.25 above the Facility Agent declares all,
or any part of, the Loan to be due and payable on demand then, and
at any time thereafter so long as any Event of Default is
continuing or has not been waived, the Facility Agent may, by
written notice to the Borrower, require repayment of the Loan, or
such part thereof declared to be due and payable on demand, all on
such date or dates as the Facility Agent may specify in such notice
(whereupon the same shall become due and payable on such date
together with all accrued interest thereon and any other sums then
owed by the Borrower hereunder) or withdraw such declaration with
effect from such date as the Facility Agent may specify in such
notice.
	 
	15.27.	 	Indemnity
	 
	 	 	The Borrower shall indemnify the Finance Parties against any losses
or expenses (but excluding any losses of profit by the Lenders, and
excluding indirect losses such as to reputation or otherwise) which
any of them may sustain or incur as a consequence of:






	15.27.1.	 	the occurrence of any Event of Default or Default, to the extent that such losses or
expenses are not compensated for by any other provisions of this Agreement;
	 
	15.27.2.	 	the Loan, or any part thereof, not being prepaid in accordance with a notice of prepayment
given by the Borrower under clause 6 above; or
	 
	15.27.3.	 	a failure by the Borrower to pay any amount due under this Agreement on its due date,
including any losses, charges or expenses on account of funds acquired, contracted for or
utilised to fund any amount payable under this Agreement or any amount repaid or prepaid. A
certificate of a Finance Party as to the amount of any such loss or expense shall be prima
facie evidence in the absence of manifest error.










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	15.28.	 	Remedies
	 
	 	 	In the event of acceleration of the Loan, or any part thereof,
pursuant to clause 15.25 above, or of a written notice under clause
15.26 above, then, without derogating from any other remedies or
relief available to the Finance Parties under law or under any of
the Finance Documents, the Facility Agent and the Security Trustee
shall be entitled to take all steps as they deem fit in order to
collect all sums owed by the Borrower to the Finance Parties,
including to sell, or procure the sale of, all or any of the
Pledged Securities, the Pledged Gazit Midas Shares or any of them
or to realise all or any of the assets, rights or properties
secured under the Security Documents (including, realisation of
rights in accordance with Sections 17 or 20 of the Israeli Pledges
Law, 5727—1967), all at the expense of the Borrower and to utilise
the sums received to repay in part or in full all amounts owed by
the Borrower hereunder and/or under any other Finance Document.





16. BREAKAGE COSTS





	16.1.	 	Breakage Costs
	 
	 	 	If any Lender receives or recovers all or part of the Loan otherwise
than on an Interest Payment Date or on the last Business Day of any
Interest Period, then, unless specified otherwise in this Agreement
or in any other Finance Document, the Borrower shall pay to such
Lender an amount equal to [***].
	 
	16.2.	 	Indemnity
	 
	 	 	Without derogating from any other rights or remedies available to
the Lenders under the Finance Documents (including pursuant to
clause 15 above), in the event the Loan or any part thereof is
declared by the Facility Agent to be immediately due and payable by
the Borrower, the Borrower shall compensate the Lenders in the
amounts determined in accordance with clause 16.1 above in respect
of all amounts payable on account of the Loan but not paid on demand
as aforesaid (as if such amounts had been paid on the date of such
demand).










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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17. RELEASE OF COLLATERAL





	17.1.	 	Entitlement to Release Certain Collateral
	 
	 	 	Following any repayment (for the avoidance of doubt, without the
right to draw again) or prepayment of at least €50,000,000 (fifty
million Euros) (principal) of the Loan in accordance with the
provisions of this Agreement (for the avoidance of doubt, following
each such repayment or prepayment of at least €50,000,000 (fifty
million Euros) of the Loan as aforesaid, save for prepayment made in
accordance with clause 6.4.1.1 above, the Borrower shall be
entitled, from time to time, by written notice to the Facility
Agent, to require the release of any or all of the: (a) Pledged
Equity One Shares; (b) Pledged FCR Securities; (c) Pledged MEL
Shares; and (d) other collateral, if any, pledged to secure the
Secured Obligations pursuant to clause 15.19.1.3 above, from all
pledges or debentures created pursuant to the Finance Documents, and
the Facility Agent shall accede to such request, provided that:






	17.1.1.	 	at all times during the 20 (twenty) Business Day period (that is, on each Business Day
during such period) falling prior to the proposed release date, the sum of:






	 
	17.1.1.1.	 	0.55 (nought point fifty-five) times the Average Market Value FCR (but excluding in
respect of such Pledged FCR Securities to be released) as at such Business Day;
	 
	17.1.1.2.	 	0.55 (nought point fifty-five) times the Average Market Value Equity One (but excluding
in respect of such Pledged Equity One Shares to be released) as at such Business Day;
	 
	17.1.1.3.	 	Intentionally Deleted;
	 
	17.1.1.4.	 	0.5 (nought point five) (or, during a Reduced Share Holding Period, 0.3 (nought point
three)) times the Average Market Value MEL Shares (but excluding in respect of such MEL Shares
to be released) as at such Business Day; and
	 
	17.1.1.5.	 	the value of any other security pledged (with the approval of the Facility Agent) to
secure the Secured Obligations pursuant to the Finance Documents, as determined by the










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	 	Facility Agent (but excluding any such security to be released),






	 	 	shall equal or exceed the Total Outstandings as at such Business Day; and
	 
	17.1.2.	 	no Default has occurred and is continuing and no Default could occur as a result of such
release.






	17.2.	 	Entitlement to Release of Excluded Security
	 
	 	 	In the event that there shall be any Pledged Securities which are
held by an Insolvent Obligor (as referred to in clause 15.7.2
above) or by a Subject Obligor (as referred to in clause 15.8.2
above), thereby falling within the definition of “Excluded
Security” pursuant to such clauses, which Pledged Securities (“the
Excluded Pledged Securities”) are thus not taken into account in
determining the Adjusted LTV pursuant to such clauses, the
Borrower shall be entitled to require the release of such Excluded
Pledged Securities; provided that:






	17.2.1.	 	no Default could occur as a result of such release; and
	 
	17.2.2.	 	at all times during the 20 (twenty) Business Day period (that is, on each Business Day
during such period) falling prior to the proposed release date, the sum of:






	17.2.2.1.	 	0.55 (nought point fifty-five) times the Average Market Value FCR as at such Business
Day, unless such Pledged FCR Securities constitute Excluded Pledged Securities to be released,
in which event this clause 17.2.2.1 will not be taken into account;
	 
	17.2.2.2.	 	0.55 (nought point fifty-five) times the Average Market Value Equity One as at such
Business Day, unless such Pledged Equity One Shares constitute Excluded Pledged Securities to
be released, in which event this clause 17.2.2.2 will not be taken into account;
	 
	17.2.2.3.	 	Intentionally Deleted;
	 
	17.2.2.4.	 	0.5 (nought point five) (or, during a Reduced Share Holding Period, 0.3 (nought point
three)) times the










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	 	Average Market Value MEL Shares as at such Business Day; and
	 
	17.2.2.5.	 	the value of any other security pledged (with the approval of the Facility Agent) to
secure the Secured Obligations pursuant to the Finance Documents, as determined by the
Facility Agent,






shall equal or exceed the Total Outstandings as at such Business Day.




	17.3.	 	Entitlement to Release All Collateral
	 
	 	 	For the avoidance of doubt, all collateral created under the Finance
Documents shall be promptly released upon full and final discharge
of all the Secured Obligations.
	 
	17.4.	 	Termination of Guarantees
	 
	 	 	For the avoidance of doubt, all guarantees issued by any Obligor,
other than the Borrower and Gazit Midas, and all obligations,
undertakings, and liabilities by such Obligor pursuant to any
Finance Document, shall terminate upon the final release of all
Securities previously pledged by such Obligor pursuant to the
Finance Documents.






	18.	 	PAYMENTS BY THE BORROWER
	 
	 	 	All payments to be made by the Borrower to the Lenders shall be made by 14:00 p.m. on the
relevant date of payment in same day funds by the Borrower to the Borrower Charged Account.
Any payment received after 14:00 p.m., as aforesaid, shall be deemed to have been received on
the first Business Day following the date of receipt. All payments required to be made by
the Borrower under the Finance Documents shall be calculated without reference to any set-off
or counterclaim and shall be made free and clear of, and without any deduction for, or on
account of, any set-off or counterclaim.
	 
	19.	 	SET-OFF AND ACCOUNTS






	19.1.	 	Set-Off
	 
	 	 	The Facility Agent and any Lender may (but shall not be obliged to)
set-off against any obligation of the Borrower due and payable by it










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	 	to or for the account of any Finance Party under this Agreement and not paid on the
due date or within any applicable cure period specified in any Finance Document, any
moneys, Securities, bank notes, bills, assets or other rights held by the Facility
Agent or Lender for the account of the Borrower at any office or branch of the
Facility Agent or Lender anywhere and in any currency, whether or not matured.
Notwithstanding the aforegoing, the right of set-off shall apply immediately upon: (a)
any distress, execution, attachment, sequestration, liquidation, receivership,
moratorium or other process or Proceedings being instituted against the Borrower,
without regard to any cure period specified in any Finance Document; or (b) any Event
of Default occurring. The Facility Agent or any other Lender, as applicable, may: (i)
break or alter the amounts of all or any deposits of the Borrower; or (ii) effect such
currency exchanges as are appropriate to implement the set-off and any usual charges
in relation to such currency exchanges shall be paid by the Borrower and the Facility
Agent shall not be liable to the Borrower for any penalties, losses or other damages
resulting from any such breakage, alteration or currency exchange. The Facility Agent
or any Lender shall give notice to the Borrower upon making any such set-off. The
Facility Agent and the other Lenders shall have a right of lien over any moneys,
Securities, bank notes, bills, assets or other rights in the possession or under the
control of the Facility Agent or such other Lenders at any time for or on behalf of
the Borrower, including such as have been delivered for collection, as security, for
safe-keeping or otherwise.
	 
	19.2.	 	Debit or Credit of Accounts






	19.2.1.	 	The Facility Agent shall be entitled (but not obliged): (a) to debit any of the Borrower’s
accounts held at the Facility Agent with any amount needed to pay any amount payable by the
Borrower to any Finance Party under any Finance Document and whether such amount is credited
or overdrawn or will become overdrawn as a result of such debiting; provided that, if the
state of any such account does not allow it to be debited by the Facility Agent in order to
effect payment of any amount payable by the Borrower as aforesaid, the Facility Agent may
refrain from so doing; (b) to credit any amount received from the Borrower or for its account
to such account of the Borrower as the Facility Agent reasonably deems fit; and (c) to
transfer any amount from the Gazit Midas Charged Accounts to the Borrower Charged Account,
where Gazit Midas fails to make










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	 	such transfer in accordance with the terms of any Finance Document.
	 
	19.2.2.	 	In the event the Facility Agent shall have debited any such account as referred to in
clause 19.2.1 above, the Facility Agent may reverse any such debit and treat any amount the
debit of which was reversed as an unpaid amount on account of any amount due and payable by
the Borrower under the Finance Documents.





20. APPLICATION OF PAYMENTS











	20.1.	 	Insufficient Payment
	 
	 	 	If the Facility Agent, the Security Trustee or any Receiver (as defined
 in any Security Document), as applicable, receives a payment
insufficient to discharge all the amounts then due and payable by the
Borrower or any other Obligor under the Finance Documents, then
such payment shall be applied towards the obligations of the
Borrower or any Obligor under the Finance Documents in the
following order (after converting the payment into the currency
necessary to make payment of all amounts due as aforesaid in the
currencies in which such amounts are due):
	 
	20.1.1.	 	first, in or towards discharge of all costs and expenses incurred and which may be incurred
in connection with the collection of the Secured Obligations, including the costs and
remuneration of any Receiver;
	 
	20.1.2.	 	second, in or towards payment of any unpaid fees, costs and expenses of the Facility Agent,
the Security Trustee and the Trust Company pro rata between the amounts of such unpaid fees,
costs and expenses;
	 
	20.1.3.	 	third, in or towards payment of any unpaid fees, costs and expenses of any of the other
Finance Parties;
	 
	20.1.4.	 	fourth, in or towards payment of any other amount due but unpaid under this Agreement or
under any other Finance Document, in respect of the Loan, other than principal (including
interest, damages, commissions, fees, breakage costs and all other costs), the above in such
order as the Facility Agent deems fit; and










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	20.1.5.	 	fifth, in or towards payment on account of the principal of the Loan.






	20.2.	 	Currency Conversion






	 	 	If, notwithstanding the obligations of the Borrower under any
Finance Document (and without derogating from such obligations), any
sum is received (including by way of set-off in accordance with
clause 18 above) by any Finance Party in a currency (“the first
currency”) other than the currency (“the second currency”) in which
the relevant amount is to be paid pursuant to the relevant
provisions of the relevant Finance Document, then such sum shall be
converted into the second currency at the buying rate of the second
currency for the first currency as is published by Bank Hapoalim at
the close of business on the date of receipt thereof and the
Borrower shall hold harmless each of the Finance Parties which
received such sum, from and against any loss suffered or incurred as
a result of such conversion.






	21.	 	SHARING BETWEEN LENDERS
	 
	 	 	If a Lender (“the Sharing Lender”) receives or recovers (including by way of set-off) any sum
in respect of an amount due to it from the Borrower under this Agreement or under any other
Finance Document otherwise than by payment by the Borrower in accordance with the terms of
this Agreement or of any other Finance Document:






	21.1.	 	the Sharing Lender shall forthwith pay to the Facility Agent such sums, to be applied by the
Facility Agent in accordance with clause 20.1.1 above. The Borrower hereby acknowledges and
agrees that, subject to clause 21.2 below, upon such payment being made, as between the
Borrower and the Sharing Lender, the Borrower shall remain indebted to the Sharing Lender
under this Agreement in the amount paid to the other Lenders as if the Sharing Lender had not
received or recovered the sum mentioned above and each Lender receiving a payment in
accordance with this clause 21.1 shall treat the amount paid to it as if it were a payment by
the Borrower on account of amounts due from the Borrower under this Agreement or under any
other Finance Document; and
	 
	21.2.	 	any payment made by the Sharing Lender to the Facility Agent and by the Facility Agent to
the Lenders under clause 21.1 above shall (whether or not stated to be so subject) be subject
to the condition that, if all or any part of the amount paid to the Lenders has to be










 




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	 	 	repaid by the Sharing Lender to the Borrower or any other person, whether under any
insolvency law or otherwise, each of the Lenders (other than the Sharing Lender) which
received any part of the Sharing Lender’s payment shall repay to the Facility Agent,
which shall immediately transfer such repayment to the Sharing Lender, the amount
which was distributed to that Lender, together with such amount (if any) as is
necessary to reimburse the Sharing Lender the appropriate portion of any interest it
was obliged to pay on the sum it repaid to the Borrower or other person concerned.





22. ADMINISTRATIVE PARTIES





	22.1.	 	The Facility Agent






	22.1.1.	 	Appointment and Powers of the Facility Agent






	22.1.1.1.	 	Each of the Lenders hereby appoints the Facility Agent to act as its agent under and in
connection with the Finance Documents.
	 
	22.1.1.2.	 	Each of the Lenders hereby authorises the Facility Agent to perform the duties and to
exercise the rights, powers, authorities and discretions that are specifically delegated to it
under the Finance Documents, together with all such rights, powers, authorities and
discretions as are reasonably incidental thereto.
	 
	22.1.1.3.	 	The Facility Agent has only those duties which are expressly specified in the Finance
Documents and no other duties, obligations or liabilities to the Finance Parties. Those
duties are solely of a mechanical and administrative nature.
	 
	22.1.1.4.	 	In acting in its capacity hereunder, the Facility Agent acts solely as the agent of each
of the Finance Parties and shall not assume any obligations to, or trustee or fiduciary
relationship with, the Finance Parties. The Facility Agent shall not have or be deemed to
have any duty, obligation or responsibility to, or a relationship of trust or agency with, any
Obligor, save only for those obligations expressly set out in the Finance Documents. For the
avoidance of doubt, the failure of any Lender to perform its obligations under this Agreement
shall not impose any duty, obligation or responsibility on the Facility Agent. The terms and










 




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	 	 	conditions relating to the appointment of the Facility Agent as
aforesaid, are set out in this clause 22 below, in the Intercreditor
Agreement and otherwise in the Finance Documents. For the avoidance of
doubt, it is hereby stated that the Intercreditor Agreement is an
agreement by and among the Finance Parties that does not bind the
Borrower and/or any other Obligor in any manner and/or increase any
Obligor’s liability under the Finance Documents.






	22.1.2.	 	Acts of the Facility Agent






	22.1.2.1.	 	The Facility Agent may, without derogating from clause 9 above, engage and pay for the
advice or services of any lawyers, accountants or other experts whose advice or services may
seem to it necessary, and rely upon any advice so obtained.
	 
	22.1.2.2.	 	The Facility Agent shall act in connection with the Finance Documents only in accordance
with the Intercreditor Agreement. The Intercreditor Agreement shall state, inter alia, which
authorities or discretions may be exercised by the Facility Agent alone and in respect of
which authorities and instructions the Facility Agent may act only in accordance with the
written instructions of the Lenders given pursuant to the Intercreditor Agreement.
	 
	22.1.2.3.	 	The Borrower and/or any other Obligor shall be entitled to rely on any instruction,
consent, approval or direction furnished to it by the Facility Agent and shall be entitled to
treat such instruction consent, approval or direction as binding upon all Finance Parties.






	22.1.3.	 	Delegation by the Facility Agent
	 
	 	 	Without it being an agreement to release the Facility Agent from
any of its obligations hereunder, the Facility Agent may at any
time and from time to time, to the extent: (a) permitted by law,
and (b) considered desirable or necessary by it, delegate by power
of attorney or in any other manner to any person or persons all or
any of the rights, powers and discretions which are for the time
being exercisable by the Facility Agent under this Agreement or
any of the other Finance Documents. Any such delegation may be
made upon such terms and conditions










 




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	 	 	as the Facility Agent may think fit, provided that nothing in this clause
22.1.3 shall confer upon the Facility Agent the power to allow any delegate to
sub-delegate any such rights, powers and discretions.
	 
	22.1.4.	 	Resignation of the Facility Agent






	22.1.4.1.	 	In the event that as a result of any law it shall become illegal for Bank Hapoalim (or
any subsequent Facility Agent) to act as Facility Agent, it may, upon the giving of 30
(thirty) days’ prior written notice to that effect to the Finance Parties and to the Borrower,
resign, provided that no such resignation shall be effective until a successor for the
Facility Agent is appointed in accordance with the succeeding provisions of clause 22.1.4.2
below.
	 
	22.1.4.2.	 	If the Facility Agent gives notice of its resignation pursuant to clause 22.1.4.1 above,
then any one of the Israeli banks being Lenders may be appointed as a successor to the
Facility Agent by the Lenders during the period of such notice but, if no such successor may
be appointed under law or if no such Israeli bank is willing to act as the Facility Agent, the
Facility Agent may itself appoint as its successor any reputable and experienced Israeli bank.
The Facility Agent shall provide the Borrower with notice of any such appointment.
	 
	22.1.4.3.	 	If a successor to the Facility Agent is appointed under the provisions of clause 22.1.4.2
above, then: (a) the departing Facility Agent shall be discharged from any further obligation
under the Finance Documents, in its capacity as Facility Agent; and (b) its successors and
each of the other Finance Parties and the Borrower shall have the same rights and obligations
amongst themselves as they would have had if such successor had been the original Facility
Agent.






	22.2.	 	The Security Trustee






	22.2.1.	 	Appointment of the Security Trustee and Approval of Security Documents






	22.2.1.1.	 	Each Finance Party irrevocably confirms the appointment of the Security Trustee as
trustee for the purposes of the










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	 	Finance Documents and the Security Trustee shall hold the Trust Property
on trust for the benefit of the Finance Parties (including the Security
Trustee) on the terms set out in this Agreement, the Intercreditor
Agreement and in the other Finance Documents. For the purpose of this
clause 22.2, “Trust Property” shall mean: (a) all benefits and rights
from time to time of the Security Trustee (held by it on trust for the
benefit of the Finance Parties or any of them, including the Security
Trustee) under or in connection with, or pursuant to, any Security
Document to which the Security Trustee is a party, including with respect
to any assets, rights and interests that may now or hereafter be
mortgaged, pledged, charged, assigned by way of charge or otherwise
charged to the Security Trustee under any Security Document, including
the benefit of all representations, covenants, guarantees, indemnities
and other contractual provisions given in favour of the Security Trustee
(other than any such benefits given to the Security Trustee solely for
its own benefit) by or pursuant to the Security Documents; (b) the
security interests from time to time constituted by or pursuant to or
evidenced by the Security Documents to which the Security Trustee is a
party; and (c) all sums received or recovered by the Security Trustee
under, pursuant to or in connection with any Security Document to which
the Security Trustee is a party or the exercise of any of the Security
Trustee’s powers under or in connection herewith or therewith and which
are required to be held by the Security Trustee upon trust on the terms
of this Agreement and/or any Security Document to which the Security
Trustee is a party, including all income and other sums at any time
received or receivable by the Security Trustee in respect of the
aforegoing sums.






	22.2.1.2.	 	The Security Trustee is hereby authorised:






	22.2.1.2.1.	 	to enter into all Security Documents as Security Trustee on behalf of the Finance
Parties;
	 
	22.2.1.2.2.	 	to exercise such rights, remedies, powers and discretions as are specifically conferred
upon the Security Trustee by the Finance Documents together with such powers and discretions
as are reasonably










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	 	incidental thereto, in accordance with the instructions of the
Facility Agent; and
	 
	22.2.1.2.3.	 	to take such action as may from time to time be authorised under or in accordance with
this Agreement and the other Finance Documents.






	22.2.1.3.	 	The Security Trustee shall have only those duties, obligations and responsibilities
expressly specified in the Finance Documents or any of them and shall not have any implied
duties, obligations or responsibilities. In performing or carrying out its duties,
obligations and responsibilities, the Security Trustee shall not have or be deemed to have any
duty, obligation or responsibility to, or relationship of trust or agency with, any Obligor,
save only for those obligations expressly set out in the Finance Documents. The Security
Trustee shall act only in accordance with the instructions of the Facility Agent.
	 
	22.2.1.4.	 	The Borrower and/or any other Obligor shall be entitled to rely on any instruction,
consent, approval or direction furnished to it by the Security Trustee and shall be entitled
to treat such instruction consent, approval or direction as binding upon all Finance Parties.






	22.2.2.	 	Acceptance of Appointment
	 
	 	 	The Security Trustee hereby accepts its appointment as trustee to
hold the Trust Property on trust for the benefit of the Finance
Parties (including itself) on the terms and subject to the
conditions set out in this Agreement and the other Finance
Documents.
	 
	22.2.3.	 	Compliance with the Security Documents 
	 
	 	 	Each of the parties hereto agrees that the obligations, rights and benefits
vested or to be vested in the Security Trustee as trustee as aforesaid by the
Security Documents or any document entered into pursuant thereto shall (before
as well as after enforcement) be performed and (as the case may be) exercised
by the Security Trustee in accordance with the provisions of the relevant
Security Documents and of this Agreement.










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	22.2.4.	 	Certain Discretions of the Security Trustee
	 
	 	 	Without derogating from clause 9 above, the Security Trustee may
engage and pay reasonable costs for the advice or services of any
lawyer, accountant or other expert whose advice or services may
seem to it necessary, and rely upon any advice so obtained.
	 
	22.2.5.	 	Delegation by the Security Trustee
	 
	 	 	Without it being an agreement to release the Security Trustee from
any of its obligations hereunder, the Security Trustee may at any
time and from time to time, to the extent: (a) permitted by law,
and (b) considered desirable or necessary by it, delegate by power
of attorney or in any other manner to any person or persons all or
any of the rights, powers and discretions which are for the time
being exercisable by the Security Trustee under this Agreement or
any of the other Finance Documents. Any such delegation may be
made upon such terms and conditions as the Security Trustee may
think fit, provided that nothing in this clause 22.2.5 shall
confer upon the Security Trustee the power to allow any delegate
to sub-delegate any such rights, powers and discretions.
	 
	22.2.6.	 	Resignation of the Security Trustee






	22.2.6.1.	 	In the event that as a result of any law it shall become illegal for Bank Hapoalim (or
any subsequent Security Trustee) to act as Security Trustee, it may retire without being
responsible for the costs occasioned by such retirement by giving not less than 30 (thirty)
days’ (or such lesser period if required under law to resign within a shorter period) prior
written notice to that effect to the Facility Agent (with a copy to the Borrower), provided
that the retirement or removal of the Security Trustee shall not take effect until the
appointment of a new Security Trustee and the assignment from the Security Trustee to such new
trustee of all its rights and obligations under the Finance Documents (including this
Agreement) in accordance with this clause 22.2.6.1. Upon appointment as aforesaid, the
Security Trustee shall assign to the new trustee all its rights and obligations under the
Finance Documents (including this Agreement), such assignment to be in a form as reasonably
approved by the Facility Agent.






  











 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	22.2.6.2.	 	If the Security Trustee gives notice of its resignation pursuant to clause 22.2.6.1
above, then any one of the Israeli banks being Lenders may be appointed as a successor to the
Security Trustee by the Lenders during the period of such notice but, if no such successor may
be appointed under law or if no such Israeli bank is willing to act as the Security Trustee,
the Facility Agent shall appoint as the Security Trustee’s successor any reputable and
experienced Israeli bank.
	 
	22.2.6.3.	 	If a successor to the Security Trustee is appointed under the provisions of clause
22.2.6.1 above, then: (a) the departing Security Trustee shall be discharged from any further
obligation under the Finance Documents, in its capacity as Security Trustee; and (b) its
successors and each of the other Finance Parties and the Borrower shall have the same rights
and obligations amongst themselves as they would have had if such successor had been the
original Security Trustee.






	23.	 	ASSIGNMENTS AND TRANSFERS






	23.1.	 	Binding Agreement
	 
	 	 	This Agreement shall be binding upon and enure to the benefit of
each party hereto and its or any subsequent successors, permitted
transferees and permitted assigns.
	 
	23.2.	 	No Assignments and Transfers by the Borrower



The Borrower shall not be entitled to assign or transfer all or any
of its rights, benefits or obligations under any of the Finance
Documents.
	 
	23.3.	 	Assignments and Transfers by the Lenders






	23.3.1.	 	Any Lender may, at any time assign or transfer (collectively, “transfer”) all or any of its
rights, benefits and obligations under the Finance Documents (in accordance with the procedure
and terms set out herein, including subject to execution and delivery to the Facility Agent of
a duly executed transfer certificate in the form of Schedule 23.3(A) hereto (“a










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	 	Transfer Certificate”), a copy of which Transfer Certificate shall be delivered
by the Facility Agent to the Borrower):






	23.3.1.1.	 	without requiring the consent of the Borrower, to any of the financial institutions
listed in Schedule 23.3(B) hereto; and
	 
	23.3.1.2.	 	with the prior written consent of the Borrower, to any other Israeli bank, foreign bank,
financial institution (including benefit funds), insurance company, provident fund or pension
fund.






	23.3.2.	 	Notwithstanding the aforegoing, Bank Hapoalim shall at all times remain a Lender in an
amount equal to at least 20% (twenty percent) of the aggregate Loan (principal only)
outstanding and shall retain the entire exposure in respect of such minimum amount.






	23.4.	 	Cooperation by the Borrower






	23.4.1.	 	In the event that any Lender shall wish to make a transfer in accordance with clause
23.3.1.1 above or to other entities approved by the Borrower in writing, the Borrower shall
take reasonable steps to cooperate in such transfer, including, performing such acts and
executing such documents as may reasonably be necessary to give effect to such transfer
(without this being considered or interpreted as the Borrower’s agreement to bear any
additional out-of-pocket cost in such cooperation and, for the avoidance of doubt, without
amending or waiving any provision of this Agreement or of any other Finance Documents).
	 
	23.4.2.	 	Without derogating from clause 23.4.1 above, in the event that any Lender transfers any of
its rights and/or obligations under this Agreement pursuant to this clause 23 above (the
entity to which such rights and/or obligations are transferred, hereinafter “the Transferee”),
the Borrower shall promptly, at the first request of such Lender, cooperate with such Lender
and the Transferee in all respects necessary in order for such Lender and the Transferee to be
in full compliance with the requirements of the Israeli Prohibition on Money Laundering Law,
5760—2000, as such law is interpreted by the Bank of Israel from time to time.










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	23.5.	 	Disclosure of Information
	 
	 	 	The Finance Parties may at any time disclose to any actual or
potential transferee under clause 23.3.1.1 above or to other
entities approved by the Borrower in writing in respect of the
Finance Documents such information about the Finance Documents and
the Obligors as the Finance Parties shall consider appropriate,
provided that such potential transferee shall have entered into
confidentiality undertakings in a form reasonably acceptable to the
Facility Agent and the Borrower, the executed copy of which shall be
delivered to the Borrower.
	 
	23.6.	 	Transfer Provisions






	23.6.1.	 	Subject to clause 23.6.6 below, a transfer as referred to in this clause 23.6 from a Lender
(“the Existing Lender”) will only be effective on receipt by the Facility Agent of written
confirmation from the transferee Lender (“the New Lender”) (in form and substance satisfactory
to the Facility Agent) that the New Lender will assume the same obligations to the other
Finance Parties and to the Borrower with respect to the Proportion (“the Relevant Percentage”)
transferred from the Existing Lender to the New Lender, as the New Lender would have been
under if it was an original Lender with respect to such transferred Relevant Percentage.
	 
	23.6.2.	 	The Existing Lender shall, on the date upon which a transfer takes effect, pay to the
Facility Agent (for its own account) a fee of US $[***] ([***] United States Dollars).
	 
	23.6.3.	 	Unless expressly agreed to the contrary, an Existing Lender makes no representation or
warranty with regard to, and assumes no responsibility to a New Lender for:






	23.6.3.1.	 	the legality, validity, effectiveness, adequacy or enforceability of the Finance
Documents or any other documents;
	 
	23.6.3.2.	 	the financial condition of any Obligor or MEL;










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	23.6.3.3.	 	the performance and observance by any Obligor of its obligations under the Finance
Documents or any other documents; or
	 
	23.6.3.4.	 	the accuracy of any statements (whether written or oral) made in or in connection with
any Finance Document or any other document






	 	 	and any representations or warranties implied by law are excluded.
	 
	23.6.4.	 	Each New Lender confirms to the Existing Lender and the other Finance Parties that it:






	23.6.4.1.	 	has made (and shall continue to make) its own independent appraisal of and investigation
into the business and financial condition, creditworthiness, condition, affairs and status and
nature of each Obligor and MEL in connection with its participation in this Agreement and has
not relied on any information provided to it by the Existing Lender or, for the avoidance of
doubt, by any other Finance Party, in connection with any Finance Document; and
	 
	23.6.4.2.	 	will continue to make its own independent appraisal of the creditworthiness of each
Obligor and MEL whilst any amount is or may be outstanding under the Finance Documents.






	23.6.5.	 	Nothing in any Finance Document shall be construed as obliging an Existing Lender (or, for
the avoidance of doubt, any other Finance Party) to:






	23.6.5.1.	 	accept a retransfer from a New Lender of any of the rights and obligations transferred
under this clause 23.6; or
	 
	23.6.5.2.	 	support any losses directly or indirectly incurred by the New Lender by reason of the
non-performance by any Obligor of its obligations under the Finance Documents or otherwise.










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	23.6.6.	 	Without derogating from clause 23.6.1 above or from this clause 23.6 above, a transfer is
effected when the Existing Lender and the New Lender deliver to the Facility Agent a Transfer
Certificate, together with a signed undertaking by the New Lender to be bound by the
Intercreditor Agreement and the Facility Agent signs, by way of acknowledgment, such Transfer
Certificate. The Facility Agent shall, as soon as reasonably practicable after receipt by it
of a duly completed Transfer Certificate delivered in accordance with the terms of this
Agreement, sign same and deliver a copy thereof to the Security Trustee. The Security Trustee
shall, as soon as practicable after receipt by it of a Transfer Certificate as aforesaid, sign
same to acknowledge receipt thereof and shall deliver a signed copy thereof to the Facility
Agent.
	 
	23.6.7.	 	On the date of acknowledgment by the Facility Agent as referred to in clause 23.6.6 above,
the transfer of all rights and obligations of the Existing Lender to the New Lender, with
respect to that part of the Relevant Percentage transferred to the New Lender, shall be deemed
to be completed and the New Lender shall become a “Lender”. The Facility Agent shall, as soon
as practicable after such transfer, deliver to all of the Finance Parties and the Borrower a
list setting out the following details:






	23.6.7.1.	 	the aggregate Total Outstandings;
	 
	23.6.7.2.	 	the name of the New Lender; and
	 
	23.6.7.3.	 	the percentages which each of the Lenders then holds of the Loan.






	23.6.8.	 	For the avoidance of doubt, it shall be the responsibility of the Existing Lender (and not
the Facility Agent) to ensure that any potential New Lender meets the requirements of clause
23.3.1 above.






	24.	 	INFORMATION






	24.1.	 	Disclosure of Information






	24.1.1.	 	Any Finance Party may at any time disclose to any other Finance Party any information in
respect of, or concerning, any










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	 	Obligor or any other matter relating to the Finance Documents, including
regarding the bank accounts of the Borrower, as the Finance Party disclosing
the same deems appropriate.
	 
	24.1.2.	 	The Finance Parties may also disclose any such information to the Bank of Israel, the
Israeli Examiner of Banks and any person acting on their behalf or any other Governmental Body
to which the Finance Parties are subject.






	24.2.	 	Confidentiality of the Borrower
	 
	 	 	The Borrower shall not, and the Borrower shall procure that no
Obligor shall, save to the extent required by applicable law,
disclose the terms or submit copies of any Finance Document to any
third party.






	25.	 	EVIDENCE OF DEBT






	25.1.	 	Maintenance of Documents
	 
	 	 	The Facility Agent shall maintain in accordance with its usual
practice accounts evidencing the amounts from time to time lent by
and owing to the Finance Parties hereunder.
	 
	25.2.	 	Prima Facie Evidence



In any legal action or Proceeding arising out of or in connection
with the Finance Documents, the entries made in the accounts
maintained pursuant to clause 25.1 above shall, in the absence of
manifest or proven error, be prima facie evidence of the existence
and amounts of the specified obligations of the Borrower.
	 
	25.3.	 	Certificate of the Lenders
	 
	 	 	A certificate of the Facility Agent as to: (a) the amount by which a
sum payable to any Finance Party hereunder is to be increased under
clause 10.1 above; or (b) the amount for the time being required to
indemnify any Finance Party against any such cost, payment or
liability as is mentioned in clause 11 above shall, in the absence
of manifest or proven error, be prima facie evidence of the
existence and amounts of the specified obligations of the Borrower.










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


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	26.	 	REMEDIES AND WAIVERS
	 
	 	 	No failure to exercise, nor any delay in exercising, on the part of the parties hereto, any
right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any right or remedy prevent any further or other exercise thereof or the exercise
of any other right or remedy. The rights and remedies herein provided are cumulative and not
exhaustive of any rights or remedies provided by law.






	27.	 	AMENDMENTS






	27.1.	 	Amendments in Writing
	 
	 	 	Any addition, variation, modification or amendment to this Agreement
shall not be effective unless any such addition, variation,
modification or amendment is in writing and signed by the authorised
signatories of all of the parties to this Agreement.
	 
	27.2.	 	Amendment Procedures
	 
	 	 	The Facility Agent, if it has the prior written consent of the
Lenders, in accordance with the Intercreditor Agreement, and the
Borrower may, from time to time, agree in writing to amend any of
the Finance Documents or to waive, prospectively or retrospectively,
any of the requirements of any of the Finance Documents and any
amendments or waivers so agreed shall be binding on the Finance
Parties and the Borrower.








	28.	 	COUNTERPARTS
	 
	 	 	This Agreement may be executed in any number of counterparts and all of such counterparts
taken together shall be deemed to constitute one and the same instrument.
	 
	29.	 	GOVERNING LAW AND JURISDICTION
	 
	 	 	This Agreement shall be governed by and shall be construed in accordance with Israeli law and
the courts of Tel-Aviv-Jaffa shall have exclusive jurisdiction to hear any matters arising
under or in connection with this Agreement; provided that, the Finance Parties shall be
entitled to sue any Obligor in any jurisdiction in which it has an office or holds assets.
















 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	30.	 	ENTIRE AGREEMENT






	30.1.	 	Entire Agreement
	 
	 	 	This Agreement (together with the other Finance Documents)
constitutes the entire agreement between the parties with respect to
the subject-matter hereof and supersedes any prior agreement or
arrangement amongst the parties.
	 
	30.2.	 	Primacy of the Finance Documents






	30.2.1.	 	The Standard Forms shall be deemed to be subject to the terms of the other Finance
Documents.
	 
	30.2.2.	 	In the event of any contradiction or inconsistency between the provisions of (a) any of the
Finance Documents (other than the Standard Forms); and (b) any Standard Forms, the provisions
of such other Finance Documents (“the Non-Standard Finance Documents”) shall prevail. In
addition, if a provision of the Non-Standard Finance Documents and a provision of the Standard
Forms regulate the same issue, regard will be held only to such provision of the relevant
Non-Standard Finance Document with respect to such issue, and such provision of the Standard
Forms on such issue shall not apply.






	31.	 	SOLE PURPOSE OF COLLATERAL; FOREIGN FLOATING CHARGES






	31.1.	 	Security Interests to secure Secured Obligations only
	 
	 	 	Notwithstanding anything to the contrary contained in this Agreement
or in the other Finance Documents, it is hereby clarified, for the
avoidance of doubt, that the security interests granted under this
Agreement and the other Finance Documents secure only the Secured
Obligations and, for the avoidance of doubt, not any other debts,
credit lines or other Indebtedness of the Borrower or any other
Obligor. For the avoidance of doubt, nothing contained in this
clause 31.1 shall be construed as limiting the full recourse of the
Finance Parties to the Borrower under the Finance Documents.
	 
	31.2.	 	Creation of Floating Charges by Non-Israeli Companies

	 
	 	 	Notwithstanding anything to the contrary in this Agreement and/or
any other Finance Document, it is agreed and all the parties hereto
acknowledge, that the possibility of creating a floating charge in










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	 	Israel by a foreign company (which is not registered as a foreign company pursuant to
Section 346 of the Companies Law) is legally uncertain under Israeli law, and
therefore, any representation, warranty, covenant or any other reference pursuant to
this Agreement and/or any other Finance Document, with respect to the legality,
validity, binding effect and/or enforceability of any security interest under the
Finance Documents shall be deemed to exclude reference to such floating charges
created in Israel by non-Israeli companies (including for the purpose of serving as a
basis for a non-compliance, breach, default and/or misrepresentation). The Borrower
represents that all Obligors which are foreign companies (as defined in the Companies
Law) are not registered in Israel as a “foreign company” pursuant to Section 346 of
the Companies Law.






	32.	 	NOTICES






	32.1.	 	Notices in Writing






	32.1.1.	 	Notices to be given hereunder shall be in writing and may be given personally, by facsimile
or, if not available, by letter as required by clause 32.2 below. Any notice to be given to
any party hereto must be given during normal business hours of such party to the person and at
the address designated below. If notice is sent by facsimile during normal business hours as
aforesaid, it shall be deemed to have been served when automatic facsimile confirmation of
receipt by the intended recipient has been received.
	 
	32.1.2.	 	All requests, notices and other documents to be delivered by the Borrower pursuant to this
Agreement shall be delivered in the English or Hebrew language and, if the original of such
documents is in another language, shall be delivered together with a certified translation
into Hebrew or English.






	32.2.	 	Addresses
	 
	 	 	Any notices not given by facsimile shall be served personally on a party
or served on a party by way of prepaid express registered letter (or
nearest equivalent), in each case, to its address given below or to such
other address as may from time to time be notified for this purpose and
any notice so served by letter shall be deemed to have been served within
5 (five) days after the time at which such notice










 





[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	 	was posted and, in proving such service, it shall be sufficient to prove that the notice was
properly addressed and posted:





	 	 	 	 	 

	32.2.1.

	 	to the Borrower at:
	 	Gazit—Globe Limited

1 Derech Hashalom

Tel-Aviv 67892

Israel

Facsimile: (+972) (3) 696 1910

Attention: Gil Kotler, Chief

               Financial Officer






	 	 	 	 	 

	32.2.2.

	 	to Bank Hapoalim, in 

its capacity as

Arranger, Lender,

Facility Agent and

Security Trustee at:
	 	Bank Hapoalim B.M.

Levinstein Tower

23 Menachem Begin Road

Tel-Aviv 66183

Israel

Facsimile: (+972) (3) 567 4302

Attention: Syndication Department






	 	 	 	 	 

	32.2.3.

	 	to the other Lenders—	 	 
	 
	 	 
	 

	 	(a) Discount Bank at:
	 	Israel Discount Bank Ltd.

23 Yehuda Halevi Street

Tel-Aviv 65136

Israel

Facsimile: (+972) (3) 560 5907

Attention:
  Business Manager, 

                 Corporate Banking 

                 Subdivision
	 
	 	 	 	 
	 

	 	(b) Union Bank at:
	 	Union Bank of Israel Ltd.

6/8 Achuzat Bayit

Tel-Aviv 65143

Israel

Facsimile: (+972) (3) 519 1537

Attention: Deputy Manager, 

               Corporate Division







	33.	 	SURVIVAL
	 
	 	 	All warranties, representations and indemnities set forth in the Finance Documents shall
survive the execution and delivery of each such Finance Document, the termination of any
Finance Document and the making and repayment of the Loan.










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	34.	 	CONSTRUCTION
	 
	 	 	Each covenant of the Borrower contained in any Finance Document shall be construed as being
independent of each other covenant contained in any Finance Document, so that compliance with
any covenant shall not be deemed to excuse compliance with any other covenant. Where any
provision in this Agreement refers to action to be taken by any person, or which such person
is prohibited from taking, such provision shall be applicable, whether such action is taken
directly or indirectly by such person.
	 
	35.	 	SEVERABILITY






	35.1.	 	Validity or Enforceability of Finance Documents
Not to be Affected
	 
	 	 	If a provision of any Finance Document is or becomes illegal, invalid or unenforceable
in any jurisdiction, that shall not affect:






	35.1.1.	 	the validity or enforceability in that jurisdiction of any other provision of the Finance
Documents; or
	 
	35.1.2.	 	the validity or enforceability in other jurisdictions of that or any other provision of the
Finance Documents.






	35.2.	 	Waiver of Provisions to Ensure Validity of Finance Documents
	 
	 	 	Where provisions of any applicable law resulting in such illegality,
invalidity or unenforceability may be waived, they are hereby waived
by the Borrower and each Finance Party to the full extent permitted
by applicable law so that the Finance Documents shall be deemed
valid and binding agreements, in each case enforceable in accordance
with their respective terms.
	 
	35.3.	 	Modification of Provisions to Ensure Compliance with
Applicable Law
	 
	 	 	If any provision of this Agreement is held to be unenforceable under applicable law,
then such provision shall be modified as set out in the following sentence and the
balance of this Agreement shall be interpreted as if such provision were so modified
and shall be enforceable in accordance with its terms. The parties shall negotiate in
good faith in order to agree on the terms of an alternative provision which complies
with applicable law and achieves, to the greatest










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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	 	 	extent possible, the same effect as would have been achieved by the invalid or
unenforceable provision.




IN WITNESS WHEREOF, the parties have signed this Amended and Restated Facility Agreement on the
date mentioned above.




the BORROWER:




	 	 	 	 	 

	for

	 	GAZIT—GLOBE LIMITED	 	 
	 
	 	 
	By:
	 	/s/ Roni Sofer; /s/ Varda Zuntz	 	 
	 

	 	 

	 	 
	Title:
	 	 	 	 
	 

	 	 

	 	 






the ARRANGER




	 	 	 	 	 

	for

	 	BANK HAPOALIM B.M.	 	 
	 
	 	 
	By:
	 	/s/ A. Avraham	 	 
	 

	 	 

	 	 
	Title:
	 	 	 	 
	 

	 	 

	 	 






the LENDERS




	 	 	 	 	 

	for

	 	BANK HAPOALIM B.M.	 	 
	 
	 	 
	By:
	 	/s/ A. Avraham 	 	 
	Title:

	 	 

	 	 
	 

	 	 

	 	 






	 	 	 	 	 

	for

	 	ISRAEL DISCOUNT BANK LTD.	 	 
	 
	 	 
	By:
	 	/s/ Aviram Glik	 	 
	Title:

	 	 

	 	 
	 

	 	 

	 	 












 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

- 150 -


	 	 	 	 	 

	for

	 	UNION BANK OF ISRAEL LTD.	 	 
	 
	By:
	 	/s/ Tahr Avraham; /s/ Kroin Taly	 	 
	Title:

	 	 

	 	 
	 

	 	 

	 	 






the FACILITY AGENT




	 	 	 	 	 

	for

	 	BANK HAPOALIM B.M.	 	 
	By:
	 	/s/ A. Avraham	 	 
	Title:

	 	 

	 	 
	 

	 	 

	 	 






the SECURITY TRUSTEE:




	 	 	 	 	 

	for

	 	BANK HAPOALIM B.M.	 	 
	 
	 	 
	By:
	 	/s/ A. Avraham	 	 
	Title:

	 	 

	 	 
	 

	 	 

	 	 


















 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.



AMENDMENT

to the

FACILITY AGREEMENT



THIS AMENDMENT TO THE FACILITY AGREEMENT (“this Amending Agreement”) is made and entered into
on the 30th day of December, 2009, amongst:





	(1)	 	GAZIT—GLOBE LIMITED (“the Borrower”)






	(2)	 	BANK HAPOALIM B.M., as Arranger, Lender, Facility Agent and Security Trustee






	(3)	 	ISRAEL DISCOUNT BANK LTD., as Lender





AND





	(4)	 	UNION BANK OF ISRAEL LTD., as Lender






			
	WHEREAS:	 	the Borrower and the Finance Parties (other than the Trust
Company) are parties to a Facility Agreement dated August 21,
2008, as amended and restated by an amending agreement dated
November 29, 2009 (“the Facility Agreement”); and






			
	WHEREAS:	 	following a request by the Borrower to further amend the Facility
Agreement, the Borrower and the Finance Parties (other than the
Trust Company) have, subject to fulfilment of the conditions
precedent set out in clause 3 below, agreed to amend the Facility
Agreement in the manner set out in clause 2 below,





NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:





	1.	 	INTERPRETATION 
	 
	 	 	Terms, words and expressions defined in the Facility Agreement not otherwise defined herein,
shall bear the same meaning as in the Facility Agreement and all provisions of the Facility
Agreement concerning matters of construction or interpretation shall apply to this Amending
Agreement.
	 
	2.	 	AMENDMENT
	 
	 	 	Subject to the fulfilment of the conditions precedent referred to in clause 3 below, the
Facility Agreement shall, with effect from the date of fulfilment of all such conditions
precedent (“the Amendment Closing Date”), be amended in the manner set out below:
	 
	2.1	 	After clause 1.1.17, a new clause 1.1.17A shall be inserted as follows:





	 	 	 	 	 

	 

	 	“1.1.17A. “Borrower’s Rating”
	 	means the rating of the Borrower or of any series of
debentures issued by the Borrower, by ‘Standard and Poor’s Maalot Ltd.’
(“Maalot”) or the equivalent rating by






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	 	 	 	another reputable rating company, all in
accordance with the lowest ranking in the
event of more than one rating;”







	2.2	 	Clause 7.1 shall be deleted and replaced by the following:






	 	 	 	“7.1. Interest Rate
	 
	 	 	 	The Loan under the Facility shall bear interest for the Duration Period of
the Loan at a rate per annum equal to: (a) the Wholesale Rate for the Loan;
provided that, with respect to each Interest Period during such Duration
Period, the LIBOR component of the Wholesale Rate shall be LIBOR, as
determined on the Interest Determination Date, for such Interest Period; and
(b) the Margin. In addition: (i) in the event that in any Quarter the ratio
of the Borrower’s Net Financial Indebtedness to the Borrower’s Total Assets
as referred to in clause 15.19.2.3.1 below, shall be more than [***]% ([***]
percent), then (without derogating from said clause 15.19.2.3.1, if such
ratio shall be more than [***]% ([***] percent)), the Loan shall bear
additional interest (that is, additional to the interest referred to in this
clause 7.1 above and below and to any interest payable pursuant to clause
7.2 below) during such Quarter of [***]% ([***] percent) per annum
(‘Additional Interest’); and (ii) in the event that MEL fails to make, or
Gazit Midas fails to receive, in any calendar year, Distributions in
accordance with the Dividend Policy, the Loan shall with effect from January
1 of the next calendar year and thereafter, but until no later than the end
of the following calendar year, if any, in which Distributions are made in
accordance with the Dividend Policy, bear additional interest (that is,
additional to the interest referred to in this clause 7.1 above and below
and to any interest payable pursuant to clause 7.2 below) of [***]% ([***]
percent) per annum (‘Further Additional Interest’); and (iii) in the event
that the Borrower’s Rating shall be lower than ‘A’ (or its equivalent rating
under a rating company other than Maalot), the Loan shall, with effect from
the next Interest Period (being the first Interest Period commencing after
the date of publication of such Borrower’s Rating) and thereafter, until the
end of the Interest Period, if any, during which a Borrower’s Rating that is
‘A’ (or its equivalent rating under a rating company other than Maalot) or
higher is published, bear additional interest per annum (that is, additional
to the interest referred to in this clause 7.1 above and to any interest
payable pursuant to clause 7.2 below), in accordance with the table attached
as Schedule 7.1 hereto (‘Lower Rating Additional Interest’). The Borrower
shall pay Additional Interest payable in respect of any Quarter within 3
(three) Business Days of the date of publication of the Borrower’s
consolidated financial statements for such Quarter. For the avoidance of
doubt, Further Additional Interest and/or Lower Rating Additional Interest
shall be payable on each Interest Payment Date during the aforementioned
periods




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	 	 	 	to which such Further Additional Interest and/or Lower Rating Additional
Interest applies (together with regular interest).”






	2.3	 	In clause 13.7.1(a), the words “30 (thirty)” shall be deleted and replaced by the words “60
(sixty)”.
	 
	2.4	 	In clause 15.13A, the words “30 (thirty)” shall be deleted and replaced by the words “60
(sixty)”.
	 
	2.5	 	Clause 15.21 shall be deleted and replaced by the words “Intentionally Deleted”.
	 
	2.6	 	A new Schedule 7.1 (Lower Rating Additional Interest) shall be added, in the form attached as
Exhibit A hereto.
	 
	3.	 	CONDITIONS PRECEDENT
	 
	 	 	This Amending Agreement is subject to the conditions precedent that the Facility Agent shall
have received, in form and substance satisfactory to the Facility Agent in its sole
discretion, the documents, matters and things set out below, by not later than December 31,
2009:
	 
	3.1	 	an original acknowledgment by Gazit Canada regarding this Amending Agreement, in the form
attached as Exhibit B hereto;
	 
	 	 	and
	 
	3.2	 	fee letter with the Facility Agent on behalf of the Lenders, relating to this Amending
Agreement, executed by the Borrower.
	 
	4.	 	ACKNOWLEDGMENT BY THE BORROWER
	 
	 	 	The Borrower acknowledges that the Finance Parties (other than the Trust Company) have
agreed to this Amending Agreement in full reliance on those representations and warranties
referred to in clause 13 of the Facility Agreement, which, pursuant to clause 13.20.2 of the
Facility Agreement were deemed repeated on November 30, 2009. For the avoidance of doubt,
all references to “Finance Documents” in the representations and warranties set out in
clause 13 of the Facility Agreement, include also this Amending Agreement.
	 
	5.	 	AMENDMENT TO THE FACILITY AGREEMENT
	 
	 	 	Subject to the fulfillment of the conditions precedent set out in clause 3 above by December
31, 2009, and with effect from the Amendment Closing Date, the Facility Agreement is hereby
amended as expressly set out in this Amending Agreement above. This Amending Agreement shall
be read together with the Facility Agreement as one agreement and, save as expressly amended
by this Amending Agreement, the Facility Agreement shall remain unaltered and in full force
and effect. In the event that the conditions precedent set out in clause 3 above are not
fulfilled by December 31, 2009,




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	 	 	this Amending Agreement, save for clause 3.3 above, shall no longer be of any force or
effect and the Facility Agreement shall remain unaltered and in full force and effect.




IN WITNESS WHEREOF, the parties have signed this Amendment to the Facility Agreement on the date
first mentioned above.




	 	 	 	 	 

	the BORROWER:	 	 
	 
	 	 	 	 
	for

	 	GAZIT GLOBE LIMITED	 	 
	 
	 	 	 	 
	By: 

Title:

	 	/s/ Roni Sofer, Varda Zuntz
 

	 	 
	 

	 	 

	 	 
	the ARRANGER:	 	 
	 
	 	 	 	 
	for

	 	BANK HAPOALIM B.M.	 	 
	 
	 	 	 	 
	By: 

Title:

	 	/s/ A. Avraham
 

	 	 
	 

	 	 

	 	 
	the LENDER:	 	 
	 
	 	 	 	 
	for

	 	BANK HAPOALIM B.M.	 	 
	 
	 	 	 	 
	By: 

Title:

	 	/s/ A. Avraham
 

	 	 
	 

	 	 

	 	 
	for

	 	ISRAEL DISCOUNT BANK LTD.	 	 
	 
	 	 	 	 
	By: 

Title:

	 	/s/ Aviram Glik
 

Business Mgr., Corp. Banking Subdivision
 

	 	  
	 
	 	 	 	 
	for

	 	UNION BANK OF ISRAEL LTD.	 	 
	 
	 	 	 	 
	By: 

Title:

	 	/s/ Tahr Avraham /s/ Kroin Taly
 

	 	 
	 

	 	 

	 	 
	the FACILITY AGENT:	 	 
	 
	 	 	 	 
	for

	 	BANK HAPOALIM B.M.	 	 
	 
	 	 	 	 
	By: 

Title:

	 	/s/ A. Avraham
 

	 	 
	 

	 	 

	 	 






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	the SECURITY TRUSTEE:	 	 
	 
	 	 	 	 
	for

	 	BANK HAPOALIM B.M.	 	 
	 
	 	 	 	 
	By: 

Title:

	 	/s/ A. Avraham
 

	 	 
	 

	 	 

	 	 





Lawyer’s Confirmation 



We, the undersigned, Eran Ballain acting as the legal advisor to Gazit—Globe Limited (“the
Borrower”) hereby confirm to Bank Hapoalim B.M,, Israel Discount Bank Ltd. and Union Bank of Israel
Ltd. that (i) this Amending Agreement (as such term is defined above) has been duly signed by the
Borrower through its authorized signatories Varda and Roni and (ii) this Amending Agreement and the
Facility Agreement (as such term is defined in this Amending Agreement) as amended by this Amending
Agreement, duly bind the Borrower.




	 	 	 	 	 	 	 

	/s/
Eran Ballain
 



	 	 
	 	27/12/2009
 

Date
	 	 











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EXHIBIT A




Schedule 7.1



Lower Rating Additional Interest



	 	 	 
	Borrower’s Rating	 	Lower Rating Additional Interest
	A-
	 	0.25% per annum
	BBB+
	 	0.25% per annum
	BBB
	 	0.5% per annum
	BBB-
	 	0.5% per annum
	BB+
	 	0.75% per annum
	BB
	 	0.75% per annum
	BB-
	 	1% per annum
	B+
	 	1% per annum
	B
	 	1.25% per annum
	B-
	 	1.25% per annum
	CCC+
	 	1.5% per annum
	CCC
	 	1.5% per annum
	CCC-
	 	1.75% per annum
	CC
	 	1.75% per annum
	C
	 	2% per annum
	D
	 	2% per annum






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EXHIBIT B




ACKNOWLEDGEMENT AND CONFIRMATION

OF GUARANTEE AND SECURITY



     THIS ACKNOWLEDGEMENT AND CONFIRMATION is made this ____ day of December, 2009



BETWEEN:





GAZIT CANADA INC., a corporation incorporated under the laws of the
Province of Ontario, Canada (Corporation No. 001720526), having its
registered office at 109 Atlantic Avenue, Suite #303, Toronto,
Ontario M6K 1X4 (Canada)



(the “Pledgor”)




- and -





BANK HAPOALIM B.M., as security trustee for the benefit of the
Finance Parties (including itself) as defined in the Facility
Agreement defined below



(the “Security Trustee”)




     WHEREAS:



     A. Gazit-Globe Ltd. (the “Debtor”) and the Finance Parties (other than the Security Trustee)
are parties to a Facility Agreement dated August 21, 2008, as amended and restated by an amending
agreement dated November 29, 2009 (as may be further amended, supplemented, restated or extended,
including by the Amendment (as defined below) the “Facility Agreement”);



     B. pursuant to an amendment dated December [_], 2009 (the “Amendment”), the Debtor, the
Lenders and the Security Trustee have agreed to amend the Facility Agreement;



     C. capitalized terms not defined herein shall have the meanings ascribed to them in the
Facility Agreement;



     D. the Pledgor executed and delivered to the Security Trustee a Guarantee dated August 21,
2008 (the “Guarantee”) in respect of the due payment and performance of the Secured Obligations (as
defined in the Guarantee);



     E. it is a condition of the Lenders and the Security Trustee entering into the Amendment that
the Pledgor confirm that the Guarantee and all security granted by it therefor, including, without
limitation, the Gazit Canada Ontario Pledge and the Gazit Canada Israeli Pledge, shall, and shall
continue to, apply and extend to the due repayment of the Facility and the due payment



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and performance of all present and future obligations and liabilities (whether actual or
contingent, whether owed jointly or severally, or in any other capacity whatsoever) of the Debtor
and the Pledgor under the Finance Documents, together with all costs, charges and expenses
(including, without limitation, legal fees) incurred by any Finance Party in connection with the
protection, preservation or enforcement of its respective rights under the Finance Documents,




     NOW, THEREFORE, FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are
acknowledged, the parties hereto hereby agree as follows:




	1.	 	Acknowledgment and Confirmation. The Pledgor hereby acknowledges and agrees with and confirms
to the Security Trustee that:






	 	(a)	 	it has been provided with, and has reviewed the terms and provisions of, the
Amendment;
	 
	 	(b)	 	all security granted by it to and in favour of the Security Trustee as security
for its obligations under the Guarantee and the Finance Documents to which it is a
party, including, without limitation, the Gazit Canada Ontario Pledge and the Gazit
Canada Israeli Pledge, both as amended by amendment agreements dated November 30, 2009
(the “Security”), remains in full force and effect, and the security interests,
mortgages, charges, liens, assignments, transfers and pledges granted by it in favour
of the Security Trustee pursuant to the Security continue to extend to all of its
debts, liabilities and obligations to the Security Trustee, whether direct or indirect,
absolute or contingent, present or future, pursuant to, or arising out of, its
Guarantee, and the other Finance Documents to which it is a party;
	 
	 	(c)	 	this acknowledgement and confirmation shall not be construed as requiring its
consent in any other circumstance and is given without prejudice to its obligations as
the principal debtor under the Guarantee executed by it;
	 
	 	(d)	 	its obligations are reaffirmed, including, without limitation, those under its
Guarantee, and the Security granted by it;
	 
	 	(e)	 	the provisions of this acknowledgement and confirmation shall not merge with
any security provided to the Security Trustee or the Lenders, but shall continue in
full force for the benefit of the Security Trustee and the Lenders; and
	 
	 	(f)	 	the Guarantee and Security executed by it remain in full force and effect and
are hereby ratified and confirmed.






	2.	 	Governing Law. This acknowledgement and confirmation shall be governed by and construed in
accordance with the laws of the Province of Ontario, including the federal laws of Canada
applicable therein, but excluding choice of law rules.






	3.	 	Counterparts. This acknowledgement and confirmation may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which taken together
shall be deemed to constitute one and the same instrument, and it shall not be




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	 	 	necessary in making proof of this acknowledgement and confirmation to produce or account for
more than one such counterpart. Transmission of a copy of an executed signature page of this
acknowledgement and confirmation by one party to the other by facsimile transmission or
e-mail in pdf format shall be as effective as delivery of a manually executed counterpart
hereof.





     IN WITNESS WHEREOF the parties have executed this acknowledgement and confirmation as of the
____ day of December, 2009.



	 	 	 	 	 
	 	GAIT CANADA INC.

 	 
	 	By:  	/s/
 	 
	 	 	Authorized signatory 	 



	 	 	 	 	 
	BANK HAPOALIM B.M.,

as Security Trustee

 	 	 
	By:  	/s/ A. Nemesh /s/ A. Avraham
 	 	 	 
	 	Authorized Signatory 	 	 








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AMENDMENT

to the

FACILITY AGREEMENT



THIS AMENDMENT TO THE FACILITY AGREEMENT (“this Amending Agreement”) is made and entered into
on the 30 day of December, 2010, amongst:





	(1)	 	GAZIT—GLOBE LIMITED (“the Borrower”)






	(2)	 	BANK HAPOALIM B.M., as Arranger, Lender, Facility Agent and Security Trustee






	(3)	 	ISRAEL DISCOUNT BANK LTD., as Lender





AND





	(4)	 	UNION BANK OF ISRAEL LTD., as Lender






			
	WHEREAS:	 	the Borrower and the Finance Parties (other than the Trust
Company) are parties to a Facility Agreement dated August 21,
2008, as amended and restated by an amending agreement dated
November 29, 2009 and as amended on December 30, 2009, January
26, 2010 and February 24, 2010 (“the Facility Agreement”); and






			
	WHEREAS:	 	following a request by the Borrower to further amend the Facility
Agreement, the Borrower and the Finance Parties (other than the
Trust Company) have, subject to fulfillment of the conditions
precedent set out in clause 3 below, agreed to amend the Facility
Agreement in the manner set out in clause 2 below,





NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:





	6.	 	INTERPRETATION 
	 
	 	 	Terms, words and expressions defined in the Facility Agreement not otherwise defined herein,
shall bear the same meaning as in the Facility Agreement and all provisions of the Facility
Agreement concerning matters of construction or interpretation shall apply to this Amending
Agreement.
	 
	7.	 	AMENDMENT
	 
	 	 	Subject to the fulfilment of the conditions precedent referred to in clause 3 below, the
Facility Agreement shall, with effect from the date of fulfilment of all such conditions
precedent (“the Amendment Closing Date”), be amended in the manner set out below:
	 
	7.1	 	in clause 1.1.4B, the words “January 28, 2009 and March 25, 2009” shall be deleted and
replaced by the words “January 28, 2009, March 25, 2009 and the Further Amendment Closing
Date”;
	 
	7.2	 	in clause 1.1.35, paragraph (b) shall be deleted and replaced by the following:





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	 	“(b) 	 	each such period (other than: (i) the one ending on the Final
Maturity Date and (ii) the period of that portion of the Loan in an amount of
€34,000,000 originally extended on November 29, 2010 and ending on December 30,
2010 and shall be renewed for the period from December 30, 2010 ending on
February 28, 2011) shall be a period of 3 (three) months or a multiple of 3
(three) months from the date of making the Loan, but no such period shall be
longer than 12 (twelve) months;”






	7.3	 	clause 1.1.40 shall be deleted and replaced by the words “Intentionally Deleted”;
	 
	7.4	 	clause 1.1.46 shall be deleted and replaced by the following:






	 	“1.1.46 	 	‘Final Maturity Date’ — means January 1, 2015;”






	7.5	 	in clause 1.1.47(d), the word “and” shall be deleted and replaced by a comma and after the
words “the Lenders’ Additional Fee Letter” the words “and the Lenders’ Extension Fee Letter”
shall be added;
	 
	7.6	 	after clause 1.1.50, a new clause 1.1.50A shall be added as following:






	 	“1.1.50A 	 	‘Further Amendment Closing Date’  — means December 30, 2010;”






	7.7	 	in clause 1.1.51 the words “85 Hanna Avenue, Suite 400, Toronto, Ontario, Canada MGK 3S3,
Canada” shall be deleted and replaced by the words “109 Atlantic Avenue, Suite #303, Toronto,
Ontario, Canada M6K 1X4”;
	 
	7.8	 	in clause 1.1.53, after the words “Schedule 1.1.53(B) hereto,” the following shall be
inserted: “and on the Further Amendment Closing Date, and as may be further amended from time
to time”;
	 
	7.9	 	in clause 1.1.55:
	 
	7.9.1	 	after the words “Schedule 1.1.55(B) hereto,”, the following shall be inserted: “ and on the
Further Amendment Closing Date, and as may be further amended from time to time”;
	 
	7.9.2	 	the figures and words “12,061,073 (twelve million sixty-one thousand and seventy-three)
common shares in the capital stock of FCR (TSX symbol FCR) and all Related Rights thereto;
and” shall be deleted; and
	 
	7.9.3	 	the figures and words “CAD 106,790,000 (one hundred and six million seven hundred and ninety
thousand Canadian Dollars)” shall be deleted and replaced by the figures and words “CAD
50,000,000 (fifty million Canadian Dollars)”;
	 
	7.10	 	in clause 1.1.77B, the words “January 28, 2009 and March 25, 2009” shall be deleted and
replaced by the words “January 28, 2009, March 25, 2009 and the Further Amendment Closing
Date”;
	 
	7.11	 	after clause 1.1.77B, a new clause 1.1.77C shall be added as following:





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	 	“1.1.77C. ‘Lenders’ Extension Fee Letter’
	 	— means the fee letter dated on or about
the Further Amendment Closing Date between the Facility Agent on behalf of the
Lenders with respect to fees payable by the Borrower to the Facility Agent for
the account of all the Lenders”







	7.12	 	in clause 5.1, the last two sentences, commencing with the words “For so long” and ending at
the end of clause 5.1, shall be deleted;
	 
	7.13	 	in clause 9.1, the word “and” shall be deleted and replaced by a comma and after the words
“the Lenders’ Additional Fee Letter” the words “and the Lenders’ Extension Fee Letter” shall
be added;
	 
	7.14	 	clause 9.4 shall be deleted and replaced by the words “Intentionally Deleted”;
	 
	7.15	 	after clause 9.8A.2, a new clause 9.8A.3 shall be added as following:





	 	 	 	 	 

	 

	 	“9.8A.3.
	 	The Borrower paid on the Further Amendment Closing Date, in accordance with
the Lenders’ Extension Fee Letter, to the Facility Agent, for each of the
Lenders, the fees in the amounts set out in the aforesaid fee letter.







	7.16	 	clause 14.1.7 shall be deleted and replaced by the words “Intentionally Deleted”;
	 
	7.17	 	in clauses 14.20.2, 15.7.2.1, 15.7.2.2 and 15.8.2.2:
	 
	7.17.1	 	the figures and words “[***]% ([***] percent)”, wherever they appear, shall be deleted and
replaced by the figures and words “[***]% ([***] percent)”; and
	 
	7.17.2	 	the figures and words “[***]% ([***] percent)”, wherever they appear, shall be deleted and
replaced by the figures and words “[***]% ([***] percent)”;
	 
	7.18	 	in the final paragraph of clause 15.8.1, the words “such Order is not cancelled within 21
(twenty-one) days thereof’, shall be deleted and replaced by the words “an appeal has been
made in respect of such Order and such Order is not cancelled within 7 (seven) Business Days
of such Order being granted”;
	 
	7.19	 	at the end of clause 15.9.2, the following paragraph shall be added:






“provided that, notwithstanding clauses 15.9.2.1, 15.9.2.2 and 15.9.2.3 above, the
aforegoing in this clause 15.9.2 shall constitute an Event of Default also if an
Order is granted in respect of any Proceedings as referred to in this clause 15.9.2
above, after a hearing in the presence of the Borrower, Gazit Midas or any other
Obligor, as applicable, immediately upon the grant of such an Order.”



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	7.20	 	in clause 15.15.4, the word “shares” shall be deleted and replaced by the word “Securities”;
	 
	7.21	 	clause 15.17.1 shall be deleted and replaced by the words “Intentionally Deleted”;
	 
	7.22	 	in clause 15.19.1:
	 
	7.22.1	 	the figures and words “[***]% ([***] percent)” shall be deleted and replaced by the figures
and words “[***]% ([***] percent)”; and
	 
	7.22.2	 	the figures and words “[***]% ([***] percent)” shall be deleted and replaced by the figures
and words “[***]% ([***] percent)”;
	 
	7.23	 	clause 15.19.2.1 shall be deleted and replaced by the words “Intentionally Deleted”; and
	 
	7.24	 	clause 15.24 shall be deleted and replaced by the following:






	 	 	 	“15.24. Cross Default






	 	 	 	If:






	 
	 	15.24.1	 	as result of delay in payment or non-payment of any debt by the
Borrower or MEL to any bank and/or financial institution and/or
debenture (bond) holders (acting in accordance with terms of the
instrument governing the relevant debenture (bond) (any of the
foregoing a “Financial Creditor”), a Financial Creditor declares or
demands that any debt or debts of the Borrower or MEL (as applicable)
to such Financial Creditor in a cumulative amount which exceeds, (i)
with respect to the Borrower, €30,000,000 (thirty million Euro), or
(ii) with respect to MEL, €100,000,000 (one hundred million Euro)
(each: the “Relevant Cross Default Threshold”), or, in each case the
equivalent thereof in another currency is immediately due and payable
and/or any Financial Creditor realizes any collateral provided to it by
or for the Borrower or MEL in respect of any debt or debts of the
Borrower or MEL (as applicable) to such Financial Creditor in a
cumulative amount which exceeds the Relevant Cross Default Threshold or
the equivalent thereof in another currency, unless such declaration,
demand or realization is cancelled or a competent court has issued an
order of injunction against such declaration, demand or realization
proceedings within 21 (twenty-one) days of being made or commenced, as
applicable; or
	 
	 	15.24.2	 	as a result of any breach or default, other than as a result of
delay in payment or non-payment of any debt, any Indebtedness of the
Borrower or MEL in an aggregate amount which exceeds the Relevant Cross
Default Threshold or the




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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.



	 	 	 	equivalent thereof in another currency is declared by the holder
or holders thereof which are Financial Creditors to be due prior
to its scheduled maturity, or the Borrower or MEL is required due
to any such breach or default to make any prepayment, repurchase
or redemption thereof, prior to its scheduled maturity (i.e.,
acceleration), unless such declaration or requirement is
cancelled within 21 (twenty-one) days of being made, or unless
the Borrower or MEL (as applicable) is in good faith and on
reasonable grounds contesting such declaration or requirement.






	7.25	 	in clause 17.1:
	 
	7.25.1	 	the words “(c) Pledged MEL Shares; and (d) other collateral, if any, pledged to secure the
Secured Obligations pursuant to clause 15.19.1.3 above” shall be deleted and replaced by the
words “ and (c) other collateral, if any, pledged to secure the Secured Obligations pursuant
to clause 15.19.1.3 above (other than, for the avoidance of doubt, Pledged MEL Shares);
	 
	7.25.2	 	in clause 17.1.1.1, the figures and words “0.55 (nought point fifty-five)” shall be deleted
and replaced by the figures and words “0.5 (nought point five)”;
	 
	7.25.3	 	in clause 17.1.1.2, the figures and words “0.55 (nought point fifty-five)” shall be deleted
and replaced by the figures and words “0.5 (nought point five)”; and
	 
	7.25.4	 	in clause 17.1.1.4, the words “(but excluding in respect of such MEL Shares to be released)”
shall be deleted.
	 
	8.	 	CONDITIONS PRECEDENT
	 
	 	 	This Amending Agreement is subject to the conditions precedent that the Facility Agent shall
have received, in form and substance satisfactory to the Facility Agent in its sole
discretion, the documents, matters and things set out below, by no later than December 30,
2010 (except that with respect to the documents to be delivered pursuant to clauses 3.2.1
and 3.2.2 below, the Borrower may notify the Facility Agent that the delivery thereof may be
postponed to a later date, in which case the delivery of such documents’ will not be
considered a condition precedent for the effectiveness of this Amending Agreement):
	 
	8.1	 	confirmation by the Chief Financial Officer of the Borrower that no Default has occurred and
is continuing, and that no Default is likely to occur as a result of this Amending Agreement;
	 
	8.2	 	originals of the following documents, duly executed, together with any documents required to
be delivered on the date of signature thereof or as conditions precedent to the effectiveness
thereof or in order to register such documents, all the aforegoing to be in the respective
forms as attached to this Amending Agreement or, if not so attached, in a form and on terms
and conditions satisfactory to the Facility Agent:





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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.



	8.2.1	 	an amendment to the Gazit Canada Israeli Pledge in the form of Exhibit A hereto,
	 
	8.2.2	 	an amendment to the Gazit Canada Ontario Pledge in a form reasonably acceptable by the
Lender (to the extent that an amendment to the Gazit Canada Ontario Pledge is requested by the
Borrower); and
	 
	8.2.3	 	an acknowledgement by Gazit Canada regarding the amendment to the Facility Agreement in the
form of Exhibit B hereto.
	 
	 	 	If any of the documents detailed in clause 3.2 above shall be executed outside of the State
of Israel, then such document must be certified in accordance with the Hague Apostille
Convention or Section 30 of the Evidence Ordinance [New Version], 5731-1971;
	 
	8.3	 	fee letters with the Facility Agent (in its capacity as Arranger) and with the Facility Agent
on behalf of the Lenders relating to this Amending Agreement, executed by the Borrower, and
the payment of all fees thereunder;
	 
	8.4	 	fee letter with the Facility Agent on behalf of the Lenders relating to the extension fee
referred to in clause 9.8A.3 of the Facility Agreement (as would be amended by this Amending
Agreement), executed by the Borrower, and the payment of all fees thereunder; and
	 
	8.5	 	all of the Borrower’s representations and warranties referred to in clause 4 below shall be
accurate in all material respects as of the Amendment Closing Date, as if made on the
Amendment Closing Date.
	 
	9.	 	ACKNOWLEDGMENT BY THE BORROWER
	 
	 	 	The Borrower acknowledges that the Finance Parties (other than the Trust Company) have
agreed to this Amending Agreement in full reliance on the November 30 Representation and
Warranties, which are deemed to be repeated on the date of signature of this Amending
Agreement, subject to the following amendments: (i) in clause 13.8.4 of the Facility
Agreement, the figures and words “372,052,993 (three hundred and seventy-two million
fifty-two thousand nine hundred and ninety-three)” shall be deemed to be replaced with the
figures and words: 372,696,326 (three hundred and seventy-two million six hundred and
ninety-six thousand three hundred and twenty-six)”; (ii) in clause 13.10.1 of the Facility
Agreement, Schedule 13.10 shall be deemed to be amended in order to include the following
additional Proceedings: a claim dated November 22, 2010 issued by Meinl Bank AG and B.V.
voorheen Firma W. de Liefde against the Borrower, Gazit Midas, the other Investor Parties,
MEL, Chaim Katzman, Michael Bar Haim and others submitted to the Royal Court of Jersey (a
copy of which claim has been supplied to the Facility Agent); (iii) in clause 13.11.1, after
the words “March 26, 2009, the following words shall be deemed to be added: “as amended by a
letter dated August 18, 2010 issued by Atrium European Management N.V. and confirmed by Mr.
Chaim Katzman”; and (iv) in clause 13.11.2(ii), the following words shall be deemed to be
added at the beginning of such clause: “other than as described in Schedule 13.10 as amended
pursuant to the Amending Agreement dated December 30, 2010”. In this clause 4, “the November
30 Representation and Warranties” means those representations and warranties referred to




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	 	 	in clause 13 of the Facility Agreement, which, pursuant to clause 13.20.2 of the Facility
Agreement were deemed repeated on November 30, 2009, provided however that, other than the
representations and warranties referred to in clauses 13.7.1, 13.11.4 and 13.14, every
reference to, and every representation and warranty stated to be made as of, the “Amendment
Closing Date”, as such term is defined in the Facility Agreement, shall (subject to the
amendments mentioned above) also be a reference to, or shall be deemed made as of, the date
of signature of this Amending Agreement. For the avoidance of doubt, all references to
“Finance Documents” in the representations and warranties set out in clause 13 of the
Facility Agreement, shall include also this Amending Agreement.
	 
	10.	 	NO REIMBURSEMENT OF EXTENSION OPTION FEE
	 
	 	 	For the avoidance of doubt, the Borrower shall not be entitled to receive reimbursement of
that part of the Extension Period Fee (which was paid in accordance with clause 9.4 of the
Facility Agreement, in its form prior to its amendment hereby) relating to the period
following the Amendment Closing Date.
	 
	11.	 	CHANGE OF CONTROL OVER CITI PROPERTIES INVESTORS
	 
	 	 	The Borrower shall procure that the Facility Agent shall be reasonably satisfied, by January
31, 2011, that the purchase of Citi Properties Investors by an affiliate of Apollo Global
Management LLC does not derogate from the validity and enforceability of the Master
Transaction Agreement, the Atrium Deed, the Transaction Agreement, the CPI/Gazit MTA Deed of
Assignment the Borrower MTA Assignment, the Relationship Agreement, the Relationship
Agreement Deed of Assignment and the Shareholders’ Agreement.
	 
	12.	 	AMENDMENT TO THE FACILITY AGREEMENT
	 
	 	 	Subject to the fulfillment of the conditions precedent set out in clause 3 above by December
30, 2010, and with effect from the Amendment Closing Date, the Facility Agreement is hereby
amended as expressly set out in this Amending Agreement above. This Amending Agreement shall
be read together with the Facility Agreement as one agreement and, save as expressly amended
by this Amending Agreement, the Facility Agreement shall remain unaltered and in full force
and effect. In the event that the conditions precedent set out in clause 3 above are not
fulfilled by December 30, 2010, this Amending Agreement, save for clause 3.4 above, shall no
longer be of any force or effect and the Facility Agreement shall remain unaltered and in
full force and effect.
	 
	13.	 	GENERAL
	 
	 	 	Clauses 26, 27, 28 and 29 of the Facility Agreement shall apply to this Amending Agreement
as if set out herein and as if all references to “this Agreement” in such clauses were
references to this Amending Agreement.





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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

IN WITNESS WHEREOF, the parties have signed this Amendment to the Facility Agreement on the date
first mentioned above.




	 	 	 	 	 

	the BORROWER:	 	 
	 
	 	 	 	 
	for

	 	GAZIT-GLOBE LIMITED	 	 
	 
	 	 	 	 
	By: 

Title:

	 	/s/ Roni Sofer
 

	 	 
	 

	 	 

	 	 
	the ARRANGER:	 	 
	 
	 	 	 	 
	for

	 	BANK HAPOALIM B.M.	 	 
	 
	 	 	 	 
	By: 

Title:

	 	/s/ A. Avraham
 

	 	 
	 

	 	 

	 	 
	the LENDERS:	 	 
	 
	 	 	 	 
	for

	 	BANK HAPOALIM B.M.	 	 
	 
	 	 	 	 
	By: 

Title:

	 	/s/ A. Avraham
 

	 	 
	 

	 	 

	 	 
	for

	 	ISRAEL DISCOUNT BANK LTD.	 	 
	 
	 	 	 	 
	By: 

Title:

	 	/s/
 

Business Mgr., Corp. Banking Subdivision
	 	 
	 
	 	 	 	 
	for

	 	UNION BANK OF ISRAEL LTD.	 	 
	 
	 	 	 	 
	By: 

Title:

	 	/s/ Tahr Avraham; /s/ Kroin Taly
 

	 	 
	 

	 	 

	 	 
	the FACILITY AGENT:	 	 
	 
	 	 	 	 
	for

	 	BANK HAPOALIM B.M.	 	 
	 
	 	 	 	 
	By: 

Title:

	 	/s/ A. Avraham
 

	 	 
	 

	 	 

	 	 
	the SECURITY TRUSTEE:	 	 
	 
	 	 	 	 
	for

	 	BANK HAPOALIM B.M.	 	 






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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.



	 	 	 	 	 

	By: 

Title:

	 	/s/ A. Avraham
 

	 	 
	 

	 	 

	 	 





Lawyer’s Confirmation 



We, the undersigned Eran Ballain acting as legal counsel to Gazit—Globe Limited (“the Borrower”),
hereby confirm to Bank Hapoalim B.M, Israel Discount Bank Ltd. and Union Bank of Israel Ltd. that:
(i) this Amending Agreement (as such term is defined above) has been duly signed by the Borrower
through its authorized signatories Godi Cunia and Varda Zuntz and (ii) this Amending Agreement and
the Facility Agreement (as such term is defined in this Amending Agreement) as amended by this
Amending Agreement, duly bind the Borrower.




	 	 	 	 	 	 	 

	/s/ Eran Ballain
 

Signature

	 	 
	 	30/12/2010
 

Date
	 	 







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