GAZIT-GLOBE LTD. Ordinary Shares (Par Value NIS 1.00 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • December 6th, 2011 • Gazit-Globe LTD • Real estate • New York
CITIGROUP GLOBAL MARKETS INC. DEUTSCHE BANK SECURITIES INC. As Representatives of the several Underwriters listed in Schedule I hereto
Material indicated with a “[***]” has been redacted pursuant to a request for Confidential Treatment under the Freedom of Information Act. Such material has been filed separately with the Securities and Exchange Commission. GAZIT FIRST GENERATION LLC,...Loan Agreement • April 22nd, 2013 • Gazit-Globe LTD • Real estate • New York
THIS AMENDED AND RESTATED LOAN AGREEMENT (this “Agreement”) dated as of March 19, 2013, by and among GAZIT FIRST GENERATION LLC, a Delaware limited liability company (the “Company” or “Gazit Generation”), GAZIT-GLOBE LTD., a company incorporated under the laws of Israel (“Gazit-Globe”) and BANK LEUMI USA, as lender (including its successors and assigns permitted pursuant to clause 16 below, the “Bank” or “BLUSA”), and as collateral agent (including its successors and assigns, the “Collateral Agent”).
Material indicated with a “[***]” has been redacted pursuant to a request for Confidential Treatment under the Freedom of Information Act. Such material has been filed separately with the Securities and Exchange Commission. THIRD AMENDED AND RESTATED...Margin Loan Agreement • March 16th, 2017 • Gazit-Globe LTD • Real estate • New York
This THIRD AMENDED AND RESTATED MARGIN LOAN AGREEMENT (“Agreement”) is entered into as of October 26, 2016 by and among Gazit-Globe Ltd., a limited liability company established under the laws of the State of Israel (the “Borrower”) MGN (USA) INC. a Nevada corporation, as the outgoing borrower (the “Outgoing Borrower”), the Lenders party hereto and CITIBANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).
Material indicated with a “[***]” has been redacted pursuant to a request for Confidential Treatment under the Freedom of Information Act. Such material has been filed separately with the Securities and Exchange Commission. THIRD AMENDMENT (“this...Facility Agreement • March 13th, 2013 • Gazit-Globe LTD • Real estate
EQUITYHOLDERS AGREEMENT by and among EQUITY ONE, INC., CAPITAL SHOPPING CENTRES GROUP PLC LIBERTY INTERNATIONAL HOLDINGS LIMITED, GAZIT-GLOBE, LTD., MGN (USA) INC., GAZIT (1995), INC., MGN AMERICA, LLC, SILVER MAPLE (2001), INC. and FICUS, INC. Dated...Equityholders Agreement • December 5th, 2011 • Gazit-Globe LTD • Real estate • New York
This EQUITYHOLDERS AGREEMENT (this “Agreement”) is dated as of the 23rd day of May, 2010 and shall be effective as of the Closing (the “Effective Date”), by and among Equity One, Inc., a Maryland corporation (“Equity One”), Capital Shopping Centres Group PLC, a public limited company organized under the laws of England and Wales (“Parent”), Liberty International Holdings Limited, a private company limited by shares organized under the laws of England and Wales (“LIH”, and together with Parent and any other controlled Affiliates of Parent and controlled Affiliates of LIH, “Liberty Group”), Gazit-Globe, Ltd. (“Gazit Globe”), an Israeli corporation, MGN (USA) Inc., a Nevada corporation (“MGN”), Gazit (1995), Inc., a Nevada corporation (“1995”), MGN America, LLC, a Delaware limited liability company (“America”), Silver Maple, Inc., a Nevada corporation (“Silver Maple”), and Ficus, Inc., a Delaware corporation (“Ficus”, and together with Chaim Katzman, Gazit Globe, MGN, 1995, America, Silve
Dated 2 September 2009 ATRIUM EUROPEAN REAL ESTATE LIMITED and GAZIT MIDAS LIMITED and CPI CEE MANAGEMENT LLC AMENDED AND RESTATED RELATIONSHIP AGREEMENTRelationship Agreement • December 5th, 2011 • Gazit-Globe LTD • Real estate
FACILITY AGREEMENT Made on July 13, 2010 BetweenFacility Agreement • December 5th, 2011 • Gazit-Globe LTD • Real estate • Ontario
In this Agreement, including the preamble and the Schedules hereto, the following terms shall have the meanings set out opposite them below:
STOCKHOLDERS AGREEMENTStockholders Agreement • December 5th, 2011 • Gazit-Globe LTD • Real estate • New York
This STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of the 23rd day of May, 2010, by and among Gazit-Globe, Ltd. (“Gazit Globe”), an Israeli corporation, MGN (USA) Inc., a Nevada corporation (“MGN”), Gazit (1995), Inc., a Nevada corporation (“1995”), MGN America, LLC, a Delaware limited liability company (“America”), Silver Maple, Inc., a Nevada corporation (“Silver Maple”), and Ficus, Inc., a Delaware corporation (“Ficus”, and together with Chaim Katzman, Gazit Globe, MGN, 1995, America, Silver Maple and any of their respective controlled Affiliates, the “Gazit Group”) and Gazit America, Inc., a Canadian corporation (“Gazit America”). The members of the Gazit Group are sometimes collectively referred to herein as the “Stockholders” and each individually as a “Stockholder.”
GAZIT FIRST GENERATION LLC, AS BORROWER AND GAZIT-GLOBE LTD., AMENDED AND RESTATED LOAN AGREEMENT DATED AS OF JUNE 21, 2011 WITH RESPECT TO $100,000,000 REVOLVING CREDIT FACILITY FROM BANK LEUMI USA, AS LENDER AND BANK LEUMI USA, AS COLLATERAL AGENTLoan Agreement • December 5th, 2011 • Gazit-Globe LTD • Real estate
THIS AMENDED AND RESTATED LOAN AGREEMENT (this “Agreement”) dated as of June __, 2011, by and among GAZIT FIRST GENERATION LLC, a Delaware limited liability company (the “Company”), GAZIT-GLOBE LTD., a company incorporated under the laws of Israel (“Gazit-Globe”) and BANK LEUMI USA, as lender (including its successors and assigns permitted pursuant to clause 16 below, the “Bank”), and as collateral agent (including its successors and assigns, the “Collateral Agent”).
Material indicated with a “[***]” has been redacted pursuant to a request for Confidential Treatment under the Freedom of Information Act. Such material has been filed separately with the Securities and Exchange Commission. SECOND AMENDED AND RESTATED...Margin Loan Agreement • September 24th, 2015 • Gazit-Globe LTD • Real estate • New York
This SECOND AMENDED AND RESTATED MARGIN LOAN AGREEMENT (“Agreement”) is entered into as of September 1, 2015 by and among MGN (USA) INC. a Nevada corporation, as the Borrower, (the “Borrower”), the Lenders party hereto and CITIBANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).
AMENDMENT DEED TO CREDIT FACILITY DEED FROM MAY 24, 2010 Drawn up and signed on [By hand] 26 of [By hand] July, 2010Credit Facility Deed • December 27th, 2011 • Gazit-Globe LTD • Real estate
GAZIT-GLOBE LTD. AND FIRST CAPITAL REALTY INC. AND GAZIT AMERICA INC. ARRANGEMENT AGREEMENT DATED June 20, 2012Arrangement Agreement • April 22nd, 2013 • Gazit-Globe LTD • Real estate • Ontario
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties hereto covenant and agree as follows:
STOCKHOLDERS AGREEMENTStockholders Agreement • February 4th, 2013 • Gazit-Globe LTD • Real estate • Florida
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of January 30, 2013 (the “Effective Date”), by and among (A) Mr. Chaim Katzman, from 3872NE 199ter Aventure FL 33180 (on his behalf and/or on behalf of private entities owned by him and/or any of his immediate family members and/or entities or trusts acting for the benefit of him and/or of any of his immediate family members) (“Katzman”) and First US Financial LLC, a Nevada corporation from with Adv. Alan Marcus, Aventura Title Insurance Corporation, Aventura Corporate Center, 20803 Biscayne Boulevard, Suite 301, Aventura Florida 33180, USA owned by Katzman, Ottoson (as defined below) and Mr. Martin Klein and controlled by Katzman (“FUF”; Katzman and FUF collectively referred to herein as the “Katzman Group”); (B) Mr. Dori Segal, from 85 Hanna Avenue, Suite 400, Toronto ,ON, M6K 3S3, Canada , (on his behalf and/or on behalf of private entities owned by him and/or any of his immediate family members and/or entities or trusts acti
ContractStockholders Agreement • January 18th, 2011 • Gazit-Globe LTD • Real estate investment trusts • Florida
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of January 9, 2011, by and among ALONY HETZ PROPERTIES & INVESTMENTS, LTD., an Israeli corporation (“Alony-Hetz”), A.H. Investments US LP (“Investments”) and A.H. Holding US Inc. (“Holding”), GAZIT-GLOBE LTD., an Israeli corporation (“Globe”). MGN (USA), INC., a Nevada corporation (''MGN”), GAZIT (1995), INC., a Nevada corporation (“Gazit”), and MGN America, LLC, a Delaware limited liability company (“America”). Alony-Hetz, Investments and Holding are together referred to herein as the “Investor.” Globe, MGN, Gazit and America are collectively referred to herein as the “Gazit-Globe Group.” The Investor and the Gazit-Globe Group are sometimes collectively referred to as the “Stockholders” and each individually as a “Stockholder.” Capitalized terms used herein are defined in Section 8 hereof.
JOINT FILING AGREEMENTJoint Filing Agreement • December 27th, 2011 • Gazit-Globe LTD • Real estate
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
Re: Governance Agreement, by and between Gazit-Globe Ltd. (the “Company”) and CPP Investment Board European Holdings S.à r.l (“CPPIB European Holdings”) with respect to Citycon Oyj. (“CTY”)Governance Agreement • June 10th, 2014 • Gazit-Globe LTD • Real estate
This release may contain forward-looking statements within the meaning of applicable securities laws. In the United States, these statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve a number of known and unknown risks and uncertainties, many of which are outside our control, that could cause our future results, performance or achievements to differ significantly from the results, performance or achievements expressed or implied by such forward-looking statements. Important factors that could cause or contribute to such differences include risks detailed in our public filings with the SEC and the Canadian Securities Administrators. Except as required by applicable law, we undertake no obligation to update any forward-looking or other statements herein, whether as a result of new information, future events or otherwise.
EQUITY ONE, INC. FOURTH AMENDMENT TO STOCKHOLDERS AGREEMENTStockholders Agreement • June 7th, 2010 • Gazit-Globe LTD • Real estate investment trusts • Florida
This Fourth Amendment to Stockholders Agreement (this “Fourth Amendment”) is entered into on June 23, 2004, by and among Equity One, Inc., a Maryland corporation (the “Corporation”), Alony Hetz Properties & Investments Ltd., an Israeli corporation or a wholly owned entity (the “Investor”), Gazit-Globe (1982) Ltd., an Israeli corporation (“Globe”), MGN (USA), Inc., a Nevada corporation (“MGN”), and GAZIT (1995), Inc., a Nevada corporation (“Gazit”).
SECURITIES PURCHASE AGREEMENT DATED AS OF [ ], 2007 among [MERLOT] CORPORATION and GAZIT-GLOBE LTD.Securities Purchase Agreement • January 16th, 2007 • Gazit-Globe LTD • Real estate investment trusts
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of [ ], 2007, is entered into by and between Gazit-Globe Ltd., an Israeli real estate investment company (the “Purchaser”) and [Merlot] Corporation, a Delaware corporation (the “Company”).(1)
EQUITY ONE,. INC. THIRD AMENDMENT TO STOCKHOLDERS AGREEMENTStockholders Agreement • June 7th, 2010 • Gazit-Globe LTD • Real estate investment trusts • Florida
This Third Amendment to Stockholders Agreement (this “Third Amendment”) is entered into on May 23, 2003, by and among Equity One, Inc., a Maryland corporation (the “Corporation”), Alony Hetz Properties & Investments Ltd., an Israeli corporation or a wholly owned entity (the “Investor”), Gazit-Globe (1982) Ltd., an Israeli corporation (“Globe”), MGN (USA), Inc., a Nevada corporation (“MGN”), and GAZIT (1995), Inc., a Nevada corporation (“Gazit”).
Dated 2 September 2009 CPI CEE MANAGEMENT LLC and GAZIT MIDAS LIMITED AMENDED AND RESTATED CO-OPERATION AND VOTING AGREEMENT relating to Atrium European Real Estate LimitedCo-Operation and Voting Agreement • December 5th, 2011 • Gazit-Globe LTD • Real estate
AMENDING AGREEMENT to ADDITIONAL CONDITIONS FOR GRANTING CREDITSAdditional Conditions for Granting Credits • December 5th, 2011 • Gazit-Globe LTD • Real estate
NOW THEREFORE the Company hereby confirms that the Standard Form Documents (as defined below), subject to the terms detailed hereunder, shall apply to the Credit.
Master Agreement Entered into and signed on February 1, 2012 - Between -Master Agreement • April 27th, 2012 • Gazit-Globe LTD • Real estate • New York
REGISTRATION RIGHTS AGREEMENT, dated as of February 1st, 2012 by and among Gazit-Globe Ltd., a company organized under the laws of the State of Israel (the “Company” or “Gazit”), Norstar Holdings Inc., a corporation organized under the laws of the Republic of Panama (“Norstar”), Norstar Israel Ltd., a company organized under the laws of the State of Israel (“Norstar Sub 1”), Norstar Israel Holdings Ltd., a company organized under the laws of the State of Israel (“Norstar Sub 2”) and Norstar Underwriting Ltd., a company organized under the laws of the State of Israel (“Norstar Sub 3” and, together with Norstar, Norstar Sub 1 and Norstar Sub 2, the “Norstar Parties”).
AMENDED AND RESTATED FACILITY AGREEMENT Originally made on 21 August, 2008 and amended and restated on 29 November, 2009 AmongstFacility Agreement • December 5th, 2011 • Gazit-Globe LTD • Real estate • Tel-Aviv
[*] = 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.
AMENDED AND RESTATED FACILITY AGREEMENT Originally made on August 21, 2008, amended and restated on November 29, 2009 and further amended and restated on December 31, 2013 Amongst GAZIT–GLOBE LIMITED as Borrower and BANK HAPOALIM B.M. as Arranger,...Facility Agreement • January 2nd, 2014 • Gazit-Globe LTD • Real estate • Tel-Aviv
THIS AGREEMENT was made on the 21st day of August, 2008, amended and restated on November 29, 2009, and further amended and restated on December 31, 2013.
Re: Merger Agreement Between Gazit-Globe’s Subsidiary, Equity One, Inc. (“EQY”) and Regency Centers Corporation (“REG”)Merger Agreement • November 15th, 2016 • Gazit-Globe LTD • Real estate
Gazit-Globe Ltd. (“Gazit” or the “Company”) hereby reports that on November 15, 2016, its consolidated subsidiary EQY One, Inc. (NYSE: EQY) (in which the Company holds 34.3% (34.15% on a fully diluted basis)), has entered into a definitive merger agreement with Regency Centers Corporation (NYSE: REG), a Real Estate Investment Trust (REIT) (the “Merger Agreement”). EQY will be merged with and into REG, with REG continuing as the surviving public company. Under the terms of the Merger Agreement, each share of EQY common stock will be converted into 0.45 shares of newly issued shares of Regency common stock (the "Transaction"), which reflects a tax deferred premium for EQY’s shareholders of approximately 13.7% above EQY’s market value (as of today’s date).
PRIVATE ALLOTMENT AGREEMENT Drawn up and signed on October 15, 2009Private Allotment Agreement • December 5th, 2011 • Gazit-Globe LTD • Real estate
AMENDING AGREEMENT TO THE FACILITY AGREEMENTFacility Agreement • January 26th, 2015 • Gazit-Globe LTD • Real estate • Tel-Aviv
THIS AMENDING AGREEMENT TO THE FACILITY AGREEMENT (“this Amending Agreement”) is made and entered into as of the 21st day of January 2015, by and between:
THIS AGREEMENT is made as of January 9, 2011 by and among:Shareholder Agreement • December 5th, 2011 • Gazit-Globe LTD • Real estate • Ontario
WHEREAS First Capital Realty Inc. (“FCR” or the “Corporation”) is a corporation incorporated under the laws of the Province of Ontario, whose common shares are listed and posted for trading on the Toronto Stock Exchange;
AMENDMENT NO. 1 TO EQUITYHOLDERS AGREEMENTEquityholders Agreement • December 5th, 2011 • Gazit-Globe LTD • Real estate • New York
This AMENDMENT NO. 1 (this “Amendment”) is made as of the 16th day of September, 2011, by and among Equity One, Inc., a Maryland corporation (“Equity One”), Capital Shopping Centres Group PLC, a public limited company organized under the laws of England and Wales (“Parent”), Liberty International Holdings Limited, a private company limited by shares organized under the laws of England and Wales (“LIH”), Gazit-Globe, Ltd., an Israeli corporation (“Gazit Globe”), MGN (USA) Inc., a Nevada corporation (“MGN”), Gazit (1995), Inc., a Nevada corporation (“1995”), MGN America, LLC, a Delaware limited liability company (“America”), Silver Maple (2001), Inc., a Nevada corporation (“Silver Maple”), Ficus, Inc., a Delaware corporation (“Ficus”) and Gazit First Generation LLC, a Delaware limited liability company (“First Generation”).
AMENDING AGREEMENT to ADDITIONAL CONDITIONS FOR GRANTING CREDITSAmending Agreement to Additional Conditions for Granting Credits • April 22nd, 2013 • Gazit-Globe LTD • Real estate
THIS AMENDING AGREEMENT TO ADDITIONAL CONDITIONS FOR GRANTING CREDITS (this “Amending Agreement”) is made and entered into as of the 19th day of March, 2013, by and between:
CONSENT AND AGREEMENT TO JOINT FILINGConsent and Agreement to Joint Filing • February 4th, 2013 • Gazit-Globe LTD • Real estate
Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, each of the undersigned persons does hereby consent to and agree to jointly file with the Securities and Exchange Commission a Schedule 13D on behalf of each of them with respect to their beneficial ownership of common stock, par value $0.01 per share, of Equity One, Inc., and any future amendments thereto as may be required from time to time.
