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Elbit Imaging Announces the Entering Into a Letter of Undertaking With Noteholder Trustees Regarding its Activity During an

    Elbit Imaging Announces the Entering Into a Letter of Undertaking With
     Noteholder Trustees Regarding its Activity During an Interim Period

PR Newswire

TEL AVIV, Israel, March 21, 2013

TEL AVIV, Israel, March 21, 2013 /PRNewswire/ --

Elbit Imaging Ltd. (the "Company") (TASE, NASDAQ: EMITF) announced today that
it has entered into a letter of undertaking (the "Letter of Undertaking") with
the trustees (the "Trustees") of the Company's Series 1, C, D, E, F and G note
holders (the "Note Holders" and the "Notes Series", respectively), which
includes the following principles:

1. The Letter of Undertaking was effective as of March 19, 2013 and will
remain in effect until the end of the period of 14 days from the date on which
the Company notifies the Trustees of its intention to terminate the Letter of
Undertaking for any reason (the "Interim Period"). In addition, the Company
may notify the Trustees in writing of the termination of any of the
undertakings included in the Letter of Undertaking for any reason following
the end of the period of 14 days from the delivery of such notice, or with
immediate effect if any of the Notes Series file a motion for the liquidation
of the Company.

2. The Letter of Undertaking provides that, without prejudicing anything in
the Letter of Undertaking, the parties intend to mutually investigate the
possibility of formulating a plan of arrangement among the Company and the
Note Holders as to the Company's outstanding obligations to the Note
Holders.

3. In addition, (i) nothing in the Letter of Undertaking will be deemed to
obligate any of the Company, the Trustees, the Note Holders' representatives
(the "Representatives") and/or the Controlling Shareholder (as defined below)
to enter into any arrangement and/or agreement of any kind, and nothing in the
Letter of Undertaking will be deemed to constitute a representation and/or
warranty whatsoever as to any consent and/or confirmation by either the
Company, the Trustees and/or the Controlling Shareholder, to any arrangement
among the Company and the Notes Holders; and (ii) the execution of the Letter
of Undertaking will not prejudice any of the parties' or Note Holders' rights.

4. The Company undertook to fully cooperate with the Trustees, the
Representatives and anyone acting of their behalf to enable them to conduct a
due diligence investigation with respect to the financial condition of the
Company for the objective of negotiating an arrangement and/or providing
recommendations to the Note Holders as to any arrangement and/or relating to
available courses of action to protect the Note Holders' rights pursuant to
the respective Notes and the exercise thereof, subject to confidentiality
obligations.

5. The Company further undertook that during the Interim Period it and the
entities under its control (excluding Plaza Centers N.V. ("Plaza") (the
"Controlled Entities")), will not: (i) either directly or indirectly, make any
payments and/or engage in any transactions with the Controlling Shareholder
and/or entities under the control of the Controlling Shareholder and/or Mr.
Mordechay Zisser's relatives (collectively, "Related Parties") (but excluding
D&O insurance and/or indemnification undertakings, to the extent these will be
duly provided to all officers of the respective entity under applicable law);
(ii) dispose and/or undertake to dispose of any material asset of the Company
and/or the Controlled Entities, and will not provide any guarantee and/or
security of any kind, to secure the Company's or any third party's debt,
without providing the Trustees a 14-day prior written notice accompanied by
all relevant information ("Advance Notice"); (iii) carry out any activity
and/or enter into any transaction which is not in the Company's and/or the
Controlled Entities' (as the case may be) ordinary course of business, unless
it provides the Trustees with Advance Notice; (iv) acquire and/or sell and/or
pledge any of the Company's securities, unless it provides Advance Notice; (v)
deposit any cash or cash equivalent (including any securities) with any
financial institution that is a creditor of the Company ("Financial
Creditors") and/or any of the Controlled Entities, or with a bank account in
any of the banks to whom the Company's and/or any of its Controlled Entities'
aggregate debt exceeds an amount of NIS 5,000,000, but excluding any deposits
of any proceeds made by the Company's subsidiaries in the framework of such
subsidiaries' on-going activity in the ordinary course; (vi) in the case of
the Company, announce and/or distribute any dividends and/or other
distributions of any kind, to any of its shareholders, (vii) change or amend
any term under its existing credit and/of funding facilities with any of its
Financial Creditors; and (viii) enter into new investments, including any
purchase of new assets and/or additional rights in existing assets (except for
certain specific activities agreed-upon under the Letter of Undertaking),
unless it provides Advance Notice. In addition, each of the Company and the
Controlled Entities agreed during the Interim Period to notify the Trustees
and the Representatives of actual or threatened litigation or claims against
the Company and/or any of its Controlled Entities that exceeds or would
reasonably be expected to exceed NIS 2,500,000.

6. In addition, during the Interim Period, the Company and its Controlled
Entities will not make any payments to their respective creditors nor will any
of them undertake any obligations to do so unless the Company provides the
Trustees with Advance Notice, except for the following:

6.1 The making of payments and undertakings in the ordinary course of
business, other than to Related Parties and Financial Creditors, subject to
certain thresholds and exclusions;

6.2 The advance of working capital to the Company's subsidiaries in India and
the United States, subject to a certain threshold; and

6.3 Payments to secured creditors that are due and payable in accordance with
the terms thereof, provided that the source of the funds used for the
repayment of such secured debt was generated from the secured assets.

The Company further undertook that neither the Company nor any of its
Controlled Entities will settle any of their respective debt towards other
entities included in the Elbit Group, except for the settlement of debts owed
to the Company by any such entities included in the Elbit Group or for the
settlement of any of Plaza's debts to any third party.

7. Mr. Mordechay Zisser and the entities owned and/or controlled by him (the
"Controlling Shareholder") have agreed that, during the Interim Period, they
will not dispose of the securities of the Company and/or the Controlled
Entities held, directly or indirectly, by the Controlling Shareholder. In
addition, there may not be any change in the Controlling Shareholder's
holdings (directly or indirectly) in any of the Company's securities, provided
that such undertaking will not apply in case of any conflict between this
undertaking and any previous undertaking of the Controlling Shareholder
towards Bank Hapoalim B.M., if and to the extent any such other undertaking
exists.

About Elbit Imaging Ltd.

Elbit Imaging Ltd. operates in the following principal fields of business: (i)
Commercial and Entertainment Centers - Initiation, construction and sale of
shopping and entertainment centers and other mixed-use real property projects,
predominantly in the retail sector, located in Central and Eastern Europe and
in India, primarily through its subsidiary Plaza Centers N.V. In certain
circumstances and depending on market conditions, we operate and manage
commercial and entertainment centers prior to their sale; (ii) U.S. Real
Property - Investment in commercial real property in the United States; (iii)
Hotels - Hotel operation and management; (iv) Medical Industries - (a)
research and development, production and marketing of magnetic resonance
imaging guided focused ultrasound treatment equipment and (b) development of
stem cell population expansion technologies and stem cell therapy products for
transplantation and regenerative medicine; (v) Residential Projects -
Initiation, construction and sale of residential projects and other mixed-use
real property projects, predominately residential, located primarily in India;
(vi) Fashion Apparel - Distribution and marketing of fashion apparel and
accessories in Israel; and (vii) Other Activity - venture capital investments.

Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995

Any forward-looking statements in our releases include statements regarding
the intent, belief or current expectations of Elbit Imaging Ltd. and our
management about our business, financial condition, results of operations, and
its relationship with its employees and the condition of our properties. Words
such as "believe," "would," "expect," "intend," "estimate" and similar
expressions are intended to identify forward-looking statements but are not
the exclusive means of identifying such statements. Actual results may differ
materially from those projected, expressed or implied in the forward-looking
statements as a result of various factors including, without limitation, the
risk that the principles of an arrangement with the Company's Noteholders will
not be reached, that any such arrangement will not be approved by all the
applicable stakeholders of the Company, the Court or others, that challenges
by third parties or other events outside the control of the Company could
delay the implementation of the arrangement and result in its termination, and
the factors set forth in our filings with the Securities and Exchange
Commission including, without limitation, Item 3.D of our annual report on
Form 20-F for the fiscal year ended December 31, 2011, under the caption "Risk
Factors." Any forward-looking statements contained in our releases speak only
as of the date of such release, and we caution existing and prospective
investors not to place undue reliance on such statements. Such forward-looking
statements do not purport to be predictions of future events or circumstances,
and therefore, there can be no assurance that any forward-looking statement
contained our releases will prove to be accurate. We undertake no obligation
to update or revise any forward-looking statements.

For Further Information:
Company Contact: 
Shimon Yitzhaki  
Chairman of the Board of Directors  
Tel: +972-3-608-6048  
shimony@elbitimaging.com    

Investor Contact:
Mor Dagan
Investor Relations
Tel: +972-3-516-7620
mor@km-ir.co.il

SOURCE Elbit Imaging Ltd.
 
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