EXHIBIT 10.1
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 ("MGN"), 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 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: Xxxxx Xxxxxxx
Title: Chief Executive Officer
XXXXX XXXX PROPERTIES & INVESTMENTS LTD.
By: /s/ Xxxxxx Xxxx
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Name: Xxxxxx Xxxx
Title: C.E.O.
GAZIT-GLOBE (1982) LTD.
By: /s/ Xxxx Xxxxx Xxx Xxxxxx
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Name: Xxxx Xxxxx Xxx Xxxxxx
Title: C.E.O. C.F.O.
M.G.N. (USA), INC.
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: Vice President
GAZIT (1995), INC.
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: Vice President
