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Elbit Imaging Reaches an Understanding Regarding a Proposed Debt Restructuring
Date:2/27/2013

editors of the Company's creditors; (v) any required approvals by the shareholders of the Company; (vi) any approval required from the Bank; and (vii) any other approvals required by law.

Interim Covenants

The Company has agreed in principle to enter into a customary "standstill" agreement, acceptable to the trustees of the Notes, requiring approval for certain actions during the period prior to closing of the Restructuring.

Additional Provisions

Effective upon the closing of the Restructuring, the Company and its executive officers and directors will be released from any and all claims, other than claims related to breach of the duty of loyalty, fraud or acts for which an exemption is not permitted under law.

Unless and until the summary of terms has been terminated in accordance with its terms, each of the Funds has agreed to vote all of its Notes in favor of, and otherwise support the consummation of, the Restructuring and the transactions contemplated thereby and to oppose any alternative transaction in lieu of the Restructuring, and the Company has undertaken to support the consummation of the Restructuring and the transactions contemplated thereby and, except as may be required by applicable law, to advise the Funds of any written offer it receives from third parties as an alternative to the Restructuring.

The summary of terms may be terminated by: (i) mutual written agreement of the parties thereto; (ii) any party following rejection of the Restructuring by the holders of Notes at a duly convened meeting(s) of holders; (iii) any party upon the occurrence of any other act or event which materially reduces the likelihood of implementing the Restructuring in accordance with the summary of terms, provided however that such an event did not result from any act or omission to act by the party wishing to terminate the summary of terms; or (iv) any of the parties thereto if the Restructuring has not been consummated by May 31
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SOURCE Elbit Imaging Ltd.
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