EXHIBIT 7
EQUITY ONE, INC.
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SECOND AMENDMENT TO
STOCKHOLDERS AGREEMENT
This Second Amendment to Stockholders Agreement (this "Second
Amendment") is entered into on October 28, 2002 by and among Equity One,
Inc., a Maryland corporation (the "Corporation"), Xxxxx Xxxx Properties
& Investments, Ltd., an Israeli corporation or a wholly owned entity
(the "Investor"), Gazit-Globe (1982) Ltd., an Israeli corporation
("Globe"), M.G.N. (USA), Inc., a Nevada corporation ("MGM" ), and GAZIT
(1995), Inc., a Nevada corporation ("Gazit")
WHEREAS, the parties hereto have entered into a Stockholders
Agreement dated October 4, 2000 (the "Original Agreement") and into
First Amendment to the Stockholder Agreement dated December 19, 2001
(the "First Amendment") (the Original Agreement as amended by the First
Amendment will be referred to herein as the "Stockholders Agreement")
(all terms not otherwise defined herein shall have the meanings ascribed
thereto in the Stockholders Agreement);
WHEREAS, pursuant to the terms of the Stockholders Agreement, the
Investor and the Gazit-Globe Group agreed to certain rights relating to
the Common Stock purchased by the Investor; and
WHEREAS, the Investor and Gazit-Globe Group desire to amend
certain provisions of the Stockholders Agreement as more fully set forth
herein;
NOW THEREFORE, in consideration of the mutual covenants and
promises contained herein and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:
1 . Amendment to the Stockholders Agreement. The Stockholders
Agreement is hereby amended as follows:
1.1 Section 4 to the Stockholders Agreement is hereby amended by
deleting the first (preamble) paragraph of the Section in its entirety
and inserting in lieu thereof the following:
"For any period during which -
(i) the Investor owns beneficially and/or of record 3% or
more of the Corporation's total outstanding voting capital
stock, on a fully-diluted basis; and
(ii) Gazit-Globe Group, any of its members' subsidiaries,
and the Investor, hold, in the aggregate, a majority
interest in the Corporation;
- the Investor may not, without the prior written consent
of the Corporation's Board of Directors:"
1.2 Section 19 to the Stockholders Agreement is hereby amended by:
(a) replacing the number "5%" at the second line with the number "3%";
and (b) adding the words "directly, and/or indirectly through any of its
members' subsidiaries," after the words "Gazit-Globe Group owns" at the
fourth line.
2. References. All references in the Stockholders Agreement to
"this Agreement" shall hereafter refer to the Stockholders Agreement as
amended hereby.
3. Counterparts. This Second Amendment may be executed in one or
more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
4. Full Force and Effect. The Stockholders Agreement, as amended
by this Second Amendment, shall continue in full force and effect, and
nothing herein contained shall be construed as a waiver or modification
of existing rights and obligations under the Stockholders Agreement,
except as such rights or obligations are expressly modified hereby.
5. Governing Law. This Second Amendment will be governed by and
construed in accordance with the laws of the State of Florida.
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IN WITHNESS WHEREOF, the parties hereto have cased this Second
Amendment to be executed on their behalf, by their respective officers,
thereunto duly authorized, on the date first written above.
EQUITY ONE, INC.
By: /s/Xxxxx Xxxxxxx
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Name:
Title:
XXXXX XXXX PROPERTIES &
INVESTMENTS LTD.
By: /s/signed
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Name:
Title:
GAZIT-GLOBE (1982) LTD.
By: /s/signed
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Name:
Title:
M.G.N. (USA), INC.
By: /s/Xxxxx Xxxxxxx
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Name:
Title:
GAZIT (1995), INC.
By: /s/Xxxxx Xxxxxxx
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Name:
Title:
