Exhibit 4.17


    
      

    

     

    Exhibit
      4.17


    EQUITY
      ONE, INC.

    


    ISSUER,

     

    THE

     

    GUARANTORS

    SET
      FORTH ON THE SIGNATURE PAGES ATTACHED HERETO

     

    AND

     

    SUNTRUST
      BANK, AS

     

    TRUSTEE

     

    —————————————————

     

    SUPPLEMENTAL
      INDENTURE NO. 8

     

    DATED
      AS OF DECEMBER 30, 2005

     

    —————————————————

     

    GUARANTEE
      OF SENIOR DEBT SECURITIES

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      SUPPLEMENTAL
        INDENTURE NO. 8,
        dated
        as of December 30, 2005 (this “Supplemental
        Indenture”),
        among
Equity
        One, Inc.,
        a
        corporation duly organized and existing under the laws of the State of Maryland
        (the “Company”),
        each
        of the Guarantors
        set
        forth on the signature pages attached hereto (the “Guarantors”),
        and
SunTrust
        Bank (formerly
        known as SunTrust Bank, Atlanta), a Georgia banking corporation duly organized
        and existing under the laws of the State of Georgia, as Trustee (the
“Trustee”).

      


      R
        E C I T A L S

      


      WHEREAS,
        the
        Company, as successor by merger to IRT Property Company, and the Trustee
        have
        heretofore entered into an Indenture dated as of September 9, 1998 (the
“Original
        Indenture”
and
        as
        amended, supplemented or otherwise modified through the date hereof, the
        “Indenture”),
        which
        has been filed with the Securities and Exchange Commission under the Securities
        Act of 1933, as amended, as an exhibit to the Company’s Registration Statement
        on Form S-3 (Registration No. 333-106909), providing for the issuance from
        time
        to time of senior debt securities of the Company (“Securities”);

      


      WHEREAS,
        the
        Guarantors will provide the guaranty herein set forth (the “Guaranty”)
        of the
        Obligations (as defined herein);

      


      WHEREAS,
        Sections 901(6) and 901(10) of the Indenture permit the Company and the Trustee
        to enter into indentures supplemental thereto without the consent of any
        Holder
        of Securities to evidence the Guaranty of each Guarantor and to make any
        change
        to the Indenture, provided that such change does not adversely affect the
        interests of the Holders of Securities of any series or any related coupons
        in
        any material respect;

      


      WHEREAS,
        each
        Guarantor has determined that its execution, delivery and performance of
        this
        Supplemental Indenture directly benefits, and are within the purposes and
        best
        interests of, the Guarantor;

      


      WHEREAS,
        the
        Board of Directors of the Company has duly adopted resolutions authorizing
        the
        Company to execute and deliver this Supplemental Indenture and the Board
        of
        Directors (or equivalent governing body) of each Guarantor has duly adopted
        resolutions authorizing such Guarantor to execute and deliver this Supplemental
        Indenture; and

      


      WHEREAS,
        all
        other conditions and requirements necessary to make this Supplemental Indenture,
        when duly executed and delivered, a valid and binding agreement in accordance
        with its terms and for the purposes herein expressed, have been performed
        and
        fulfilled.

      


      NOW,
        THEREFORE, THIS INDENTURE WITNESSETH:

      


      For
        and
        in consideration of the premises and other good and valuable consideration,
        the
        receipt and sufficiency of which is hereby acknowledged, the Company and
        each
        Guarantor agrees as follows:

      

        
          
            
            

          

          
            1

            
              

            

          

          
            
            

          

        

      

       

      ARTICLE
        ONE

      DEFINITIONS

      


      SECTION
        1.1.  Definitions.
        For all
        purposes of this Supplemental Indenture, except as otherwise expressly provided
        for or unless the context otherwise requires: 

      


      (a)  capitalized
        terms used but not defined herein shall have the respective meanings assigned
        to
        them in the Indenture; 

      


      (b)  all
        references herein to Articles and Sections refer to the corresponding Articles
        and Sections of this Supplemental Indenture; and 

      


      (c)  as
        used
        herein the following terms have the following meanings:

      


      “Guaranteed
        Securities”
means
        all Securities issued under the Indenture as of the date hereof.

      


      “Obligations”
means
        (x) all payment and performance obligations of the Company (i) under the
        Indenture with respect to the Guaranteed Securities, (ii) under the Guaranteed
        Securities and (iii) as a result of the issuance of the Guaranteed Securities
        and (y) the obligation to pay an amount equal to the amount of any and all
        damages which the Trustee and the Holders, or any of them, may suffer by
        reason
        of a breach by either the Company or any other obligor of any obligation,
        covenant or undertaking under (i) the Indenture with respect to the Guaranteed
        Securities or (ii) the Guaranteed Securities.

      


      ARTICLE
        TWO

      GUARANTY

      


      SECTION
        2.1.
        Guaranty.
        Each
        Guarantor hereby unconditionally guarantees to the Trustee and the Holders
        full
        and prompt payment and performance when due, whether at maturity, by
        acceleration or otherwise, of all Obligations. Each Obligation shall rank
        pari
        passu with each other Obligation.

      


      SECTION
        2.2.
        Obligations
        Several.
        Regardless of whether any proposed Guarantor or any other Person or Persons
        is,
        are or shall become in any other way responsible to the Trustee and the Holders,
        or any of them, for or in respect of the Obligations or any part thereof,
        and
        regardless of whether or not any Person or Persons now or hereafter responsible
        to the Trustee and the Holders, or any of them, for the Obligations or any
        part
        thereof, whether under the Guaranty or otherwise, shall cease to be so liable,
        each Guarantor hereby declares and agrees that the Guaranty provided thereby
        is
        and shall continue to be a several obligation (as well as a joint one), shall
        be
        a continuing guaranty and shall be operative and binding on such Guarantor.
        Each
        Guarantor hereby agrees that it will not exercise any rights which it may
        acquire by way of subrogation under the Guaranty, by any payment made hereunder
        or otherwise, unless and until all of the Obligations shall have been paid
        in
        full. If any amount shall be paid to any Guarantor on account of such
        subrogation rights at any time when all of the Obligations shall not have
        been
        paid in full, such amount shall be held in trust for the benefit of the Trustee
        and the Holders and shall forthwith be paid to the Trustee to be credited
        and
        applied upon the Obligations, whether matured or unmatured, in accordance
        with
        the terms of the Indenture, but subject to the provisions of Section
2.7
        hereof.

      

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

      

       

      SECTION
        2.3.
        Guaranty
        Final.
        Upon
        the execution and delivery of this Supplemental Indenture by the parties
        hereto,
        this Supplemental Indenture shall be deemed to be finally executed and delivered
        by the parties hereto and shall not be subject to or affected by any promise
        or
        condition affecting or limiting any Guarantor’s liability, and no statement,
        representation, agreement or promise on the part of the Trustee, the Holders,
        the Company, or any of them, or any officer, employee or agent thereof, unless
        contained herein forms any part of this Supplemental Indenture or has induced
        the making hereof or shall be deemed in any way to affect any Guarantor’s
        liability hereunder. The Guarantors’ obligations hereunder shall remain in full
        force and effect until all Obligations shall have been paid in
        full.

      


      SECTION
        2.4. Dealings
        With the Company.
        The
        Company, the Trustee and the Holders, or any of them, may, from time to time,
        without exonerating or releasing any Guarantor in any way under the Guaranty,
        (i) take such further or other security or securities for the Obligations
        or any
        part thereof as the Trustee and the Holders, or any of them, may deem proper,
        consistent with the Indenture, or (ii) release, discharge, abandon or otherwise
        deal with or fail to deal with any Guarantor of the Obligations or any security
        or securities therefor or any part thereof now or hereafter held by the Trustee
        and the Holders, or any of them, as the Trustee and the Holders, or any of
        them,
        may deem proper, consistent with the Indenture, or (iii) consistent with
        the
        Indenture, amend, modify, extend, accelerate or waive in any manner any of
        the
        provisions, terms, or conditions of the Indenture and the Guaranteed Securities,
        all as the Company, the Trustee and the Holders, or any of them, may consider
        expedient or appropriate in their sole discretion. Without limiting the
        generality of the foregoing, or of Section 2.5
        hereof,
        it is understood that the Company, the Trustee and the Holders, or any of
        them,
        may, without exonerating or releasing any Guarantor, give up, or modify or
        abstain from perfecting or taking advantage of any security for the Obligations
        and accept or make any compositions or arrangements, and realize upon any
        security for the Obligations when, and in such manner, as the Trustee and
        the
        Holders, or any of them, may deem expedient, consistent with the Indenture,
        all
        without notice to any Guarantor.

      


      SECTION
        2.5. Guaranty
        Unconditional.
        Each
        Guarantor acknowledges and agrees that no change in the nature or terms of
        the
        Obligations, the Indenture or the Guaranteed Securities, or other agreements,
        instruments or contracts evidencing, related to or attendant with the
        Obligations (including any novation), nor any determination of lack of
        enforceability thereof, shall discharge all or any part of the liabilities
        and
        obligations of such Guarantor pursuant to the Guaranty; it being the purpose
        and
        intent of the Guarantors, the Company, the Trustee and the Holders that the
        covenants, agreements and all liabilities and obligations of the Guarantors
        hereunder are absolute, unconditional and irrevocable under any and all
        circumstances. Without limiting the generality of the foregoing, each Guarantor
        agrees that until each and every one of the covenants and agreements of this
        Supplemental Indenture is fully performed, such Guarantor’s undertakings
        hereunder shall not be released, in whole or in part, by any action or thing
        which might, but for this Section 2.5,
        be
        deemed a legal or equitable discharge of a surety or guarantor, or by reason
        of
        any waiver or omission of the Company, the Trustee and the Holders, or any
        of
        them, or their failure to proceed promptly or otherwise, or by reason of
        any
        action taken or omitted by the Company, the Trustee and the Holders, or any
        of
        them, whether or not such action or failure to act varies or increases the
        risk
        of, or affects the rights or remedies of, such Guarantor or by reason of
        any
        further dealings among the Company, the Trustee and the Holders, or any of
        them,
        or any other guarantor or surety, and each Guarantor hereby expressly waives
        and
        surrenders any defense to its liability hereunder, or any right of counterclaim
        or offset of any nature or description which it may have or which may exist
        based upon, and shall be deemed to have consented to, any of the foregoing
        acts,
        omissions, things, agreements or waivers.



      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      SECTION
        2.6.
        Bankruptcy.
        Each
        Guarantor agrees that upon the bankruptcy or winding up or other distribution
        of
        assets of the Company or any Subsidiary of the Company (other than such
        Guarantor) or of any other Guarantor or surety or guarantor for the Obligations,
        the rights of the Trustee and the Holders, or any of them, against such
        Guarantor shall not be affected or impaired by the omission of the Trustee
        or
        the Holders, or any of them, to prove its or their claim, as appropriate,
        or to
        prove its or their full claim, as appropriate, and the Trustee and the Holders
        may prove such claims as they see fit and may refrain from proving any claim
        and
        in their respective discretion they may value as they see fit or refrain
        from
        valuing any security held by the Trustee and the Holders, or any of them,
        without in any way releasing, reducing or otherwise affecting the liability
        to
        the Trustee and the Holders of such Guarantor. If acceleration of the time
        for
        payment of any amount payable by the Company under the Indenture or the
        Guaranteed Securities of any series is stayed upon the insolvency, bankruptcy
        or
        reorganization of the Company, all such amounts otherwise subject to
        acceleration under the terms of the Indenture or the Guaranteed Securities
        of
        that series shall nonetheless be payable by each Guarantor hereunder forthwith
        on demand by the Trustee made at the written request of the Holders of not
        less
        than 25% in principal amount of the outstanding Guaranteed Securities of
        that
        series. If at any time any payment of the principal of or interest on any
        Guaranteed Security or any other amount payable by the Company under the
        Indenture is rescinded or must be otherwise restored or returned upon the
        insolvency, bankruptcy or reorganization of the Company, any other Guarantor
        or
        otherwise, the Guarantors’ obligations hereunder with respect to such payment
        shall be reinstated as though such payment had been due but not made at such
        time.

      


      SECTION
        2.7. Application
        of Payments.
        The
        Trustee hereby acknowledges and agrees, and each Holder shall be deemed to
        hereby acknowledge and agree, that to the extent any of the Existing Senior
        Obligations (as defined below) is then in default, any funds, payments, claims
        or distributions (the “Guaranty
        Proceeds”)
        actually received hereunder shall be made available for distribution equally
        and
        ratably (based on the principal amounts then outstanding) among (a) the holders
        of the Obligations and (b) the holders of the Existing Senior Obligations.
        For
        purposes hereof, “Existing
        Senior Obligations”
shall
        mean Debt for borrowed money owed or guaranteed in connection with any unsecured
        and non-subordinated Debt for borrowed money of the Company or the Guarantor
        (aa) issued in offerings registered under the Securities Act of 1933, as
        amended
        or in placements exempt from registration pursuant to Rule 144A or Regulation
        S
        thereunder, or (bb) otherwise incurred, which is, in either case, outstanding
        on
        the date hereof or incurred hereafter in accordance with the Indenture
        (including, without limitation, the Debt of the Company incurred in connection
        with the Credit Agreement dated as of February 7, 2003, as amended or
        supplemented from time to time, among the Company, Wells Fargo Bank, National
        Association, as Administrative Agent under the Credit Agreement, and the
        lenders
        named therein, and certain other lenders party thereto from time to time).
        This
        Section 2.7
        shall
        not apply to any payments, funds, claims or distributions received by the
        Trustee or any Holder directly or indirectly from the Company or any other
        Person other than from the Guarantors hereunder. Each Guarantor acknowledges
        and
        agrees with the Trustee and each Holder as follows:



      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      (a)  to
        the
        extent any Guaranty Proceeds are distributed to the holders of the Existing
        Senior Obligations, the Obligations shall not be deemed reduced by any such
        distribution (other than a distribution made in respect of the Guaranteed
        Securities), and the Guarantors will continue to make payments pursuant to
        the
        Guaranty until such time as the Obligations have been paid in full after
        taking
        into effect any distributions of Guaranty Proceeds to the holders of Existing
        Senior Obligations;

      


      (b)  nothing
        contained herein shall be deemed to limit, modify or alter the rights of
        the
        Trustee and the Holders or be deemed to subordinate the Obligations to the
        Existing Senior Obligations, nor give to any holder of Existing Senior
        Obligations any rights of subrogation;

      


      (c)  nothing
        contained herein shall be deemed for the benefit of any holders of Existing
        Senior Obligations nor shall anything be construed to impose on the Trustee
        or
        any Holder any fiduciary duties, obligations or responsibilities to the holders
        of the Existing Senior Obligations; and

      


      (d)  the
        Guaranty is for the sole benefit of the Trustee and the Holders and their
        respective successors and assigns, and any amounts received by the Trustee
        and
        the Holders, or any of them, from whatever source and applied toward the
        payment
        of the Obligations shall be applied in such order of application as is set
        forth
        in the Indenture, if any.

      


      SECTION
        2.8. Waivers
        by Guarantors.
        Each
        Guarantor hereby expressly waives: (a) notice of acceptance of the
        Guaranty, (b)  notice of the existence or creation of all or any of the
        Obligations, (c) presentment, demand, notice of dishonor, protest, and all
        other notices whatsoever, (d) all diligence in collection or protection of
        or realization upon the Obligations or any part thereof, any obligation
        hereunder, or any security for any of the foregoing and (e) all rights of
        subrogation, indemnification, contribution and reimbursement against the
        Company, all rights to enforce any remedy the Trustee and the Holders, or
        any of
        them, may have against the Company, and any benefit of, or right to participate
        in, any collateral or security now or hereinafter held by the Trustee and
        the
        Holders, or any of them, in respect of the Obligations, even upon payment
        in
        full of the Obligations. Any money received by any Guarantor in violation
        of
        this Section 2.8
        shall be
        held in trust by such Guarantor for the benefit of the Trustee and the Holders.
        If a claim is ever made upon the Trustee and the Holders, or any of them,
        for
        the repayment or recovery of any amount or amounts received by any of them
        in
        payment of any of the Obligations and the Trustee or the Holders repays all
        or
        part of such amount by reason of (a) any judgment, decree, or order of any
        court
        or administrative body having jurisdiction over the Trustee or the Holders
        or
        any of its or their property, or (b) any good faith settlement or compromise
        of
        any such claim effected by the Trustee or the Holders with any such claimant,
        including the Company, then in such event each Guarantor agrees that any
        such
        judgment, decree, order, settlement, or compromise shall be binding upon
        such
        Guarantor, notwithstanding any revocation hereof or the cancellation of any
        promissory note or other instrument evidencing any of the Obligations, and
        such
        Guarantor shall be and remain obligated to the Trustee and the Holders hereunder
        for the amount so repaid or recovered to the same extent as if such amount
        had
        never originally been received thereby.



      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      SECTION
        2.9.
        Remedies
        Cumulative.
        No
        delay by the Trustee and the Holders, or any of them, in the exercise of
        any
        right or remedy shall operate as a waiver thereof, and no single or partial
        exercise by the Trustee and the Holders, or any of them, of any right or
        remedy
        shall preclude other or further exercise thereof or the exercise of any other
        right or remedy. No action by the Trustee and the Holders, or any of them,
        permitted hereunder shall in any way impair or affect the Guaranty. For the
        purpose of the Guaranty, the Obligations shall include, without limitation,
        all
        Obligations of the Company to the Trustee and the Holders, notwithstanding
        any
        right or power of any third party, individually or in the name of the Company
        or
        any other Person, to assert any claim or defense as to the invalidity or
        unenforceability of any such Obligation, and no such claim or defense shall
        impair or affect the obligations of any Guarantor hereunder.

      


      SECTION
        2.10.
        Miscellaneous.
        The
        Guaranty is a guaranty of payment and not of collection. In the event of
        a
        demand upon any Guarantor under the Guaranty, such Guarantor shall be held
        and
        bound to the Trustee and the Holders directly as debtor in respect of the
        payment of the amounts hereby guaranteed. All reasonable costs and expenses,
        including attorneys’ fees and expenses, incurred by the Trustee and the Holders,
        or any of them, in obtaining performance of or collecting payments due under
        the
        Guaranty shall be deemed part of the Obligations guaranteed hereby. The
        provisions of the Guaranty are for the benefit of the Trustee and the Holders
        and may not be relied upon or enforced by any other Person and, as to
        enforcement, may only be enforced in accordance with this Supplemental Indenture
        and the Indenture.

      


      SECTION
        2.11.
        Benefit
        to Guarantor.
        Each
        Guarantor expressly represents and acknowledges that the issuance and sale
        of
        the Guaranteed Securities under the Indenture has been, and will be, of direct
        interest, benefit and advantage to such Guarantor.

      


      SECTION
        2.12. Solvency.
        Each
        Guarantor expressly represents and warrants that as of the date hereof and
        after
        giving effect to the transactions contemplated by the Indenture (a) the capital
        of such Guarantor will not be unreasonably small to conduct its business;
        (b) such Guarantor will not have incurred debts, or have intended to incur
        debts, beyond its ability to pay such debts as they mature; and (c) the present
        fair salable value of the assets of such Guarantor is greater than the amount
        that will be required to pay its probable liabilities (including debts) as
        they
        become absolute and matured. For purposes of this Section 2.12,
        “debt”
means
        any liability on a claim, and “claim”
means
        (x) the right to payment, whether or not such right is reduced to judgment,
        liquidated, unliquidated, fixed, contingent, matured, unmatured, undisputed,
        legal, equitable, secured or unsecured, or (y) the right to an equitable
        remedy
        for breach of performance if such breach gives rise to a right to payment,
        whether or not such right to an equitable remedy is reduced to judgment,
        fixed,
        contingent, matured, unmatured, undisputed, secured or
        unsecured.



      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      SECTION
        2.13.
        Additional
        Guarantors; Release of Guarantors.
        Any
        Subsidiary of the Company or any other entity may become a party to this
        Guaranty by executing and delivering a Supplemental Indenture providing for
        a
        guaranty of the Obligations under the terms of this Article Two, provided
        that
        such Supplemental Indenture conforms to the requirements of Article Nine
        of the
        Indenture. Under certain circumstances, a Guarantor may be released by the
        Trustee of its obligations under this Guaranty. Each other Guarantor consents
        and agrees to any such releases and agrees that no such release shall affect
        its
        obligations hereunder, except as to the Guarantor so released.

      


      SECTION
        2.14. Contribution
        Agreement.
        To the
        extent that any Guarantor shall, under the Guaranty, make a payment (a
“Guarantor
        Payment”)
        of a
        portion of the Obligations, then, without limiting its rights of subrogation
        against the Company, such Guarantor shall be entitled to contribution and
        indemnification from, and be reimbursed by, each of the other Guarantors
        and the
        Company (each of the foregoing referred to herein individually as a
“Contributing
        Party”
and
        collectively as the “Contributing
        Parties”)
        in an
        amount, for each such Contributing Party, equal to a fraction of such Guarantor
        Payment, the numerator of which fraction is such Contributing Party’s Allocable
        Amount (as defined below) and the denominator of which is the sum of the
        Allocable Amounts of all of the Contributing Parties.

      


      As
        of any
        date of determination, the “Allocable
        Amount”
of
        each
        Contributing Party shall be equal to the maximum amount of liability which
        could
        be asserted against such Contributing Party hereunder with respect to the
        applicable Guarantor Payment without (i) rendering such Contributing Party
        “insolvent” within the meaning of Section 101(31) of the Federal Bankruptcy Code
        (the “Bankruptcy
        Code”)
        or
        Section 2 of either the Uniform Fraudulent Transfer Act (the “UFTA”)
        or the
        Uniform Fraudulent Conveyance Act (the “UFCA”),
        (ii)
        leaving such Contributing Party with unreasonably small capital, within the
        meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA or
        Section 5 of the UFCA, or (iii) leaving such Contributing Party unable to
        pay
        its debts as they become due within the meaning of Section 548 of the Bankruptcy
        Code or Section 4 of the UFTA or Section 6 of the UFCA or in any case, any
        successor to the Bankruptcy Code or any such section thereof or any successor
        to
        the UFTA or the UFCA or any such sections thereof.

      


      This
        Section 2.14
        is
        intended only to define the relative rights of the Contributing Parties,
        and
        nothing set forth in this Agreement is intended to or shall impair the
        obligations of the Guarantors, jointly and severally, to pay any amounts,
        as and
        when the same shall become due and payable in accordance with the terms of
        the
        Guaranty. 

      


      The
        parties hereto acknowledge that the rights of contribution and indemnification
        hereunder shall constitute assets in favor of each Guarantor to which such
        contribution and indemnification is owing.

      


      This
        Section 2.14
        shall
        continue in full force and effect and may not be terminated or otherwise
        revoked
        by any Contributing Party until all of the Guaranteed Obligations shall have
        been indefeasibly paid in full (in lawful money of the United States of America)
        and discharged and the Indenture and Guaranteed Securities shall have been
        terminated. 



      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      SECTION
        2.15.
        NO
        NOVATION.
        THE
        PARTIES DO NOT INTEND THIS SUPPLEMENTAL INDENTURE, NOR THE TRANSACTIONS
        CONTEMPLATED HEREBY, TO BE, AND THIS SUPPLEMENTAL INDENTURE AND THE TRANSACTIONS
        CONTEMPLATED HEREBY SHALL NOT BE CONSTRUED TO BE, A NOVATION OR WAIVER OF
        ANY OF
        THE OBLIGATIONS OWING BY ANY GUARANTOR OF ANY OBLIGATIONS UNDER OR IN CONNECTION
        WITH ANY GUARANTY IN EXISTENCE AS OF THE DATE OF THIS SUPPLEMENTAL
        INDENTURE.

      


      ARTICLE
        THREE

      MISCELLANEOUS
        PROVISIONS

      


      SECTION
        3.1.
        Ratification
        of Indenture.
        Except
        as expressly modified or amended hereby, the Indenture continues in full
        force
        and effect and is in all respects confirmed and preserved.

      


      SECTION
        3.2.
        Governing
        Law.
        This
        Supplemental Indenture shall be governed by and construed in accordance with
        the
        laws of the State of Georgia. This Supplemental Indenture is subject to the
        provisions of the Trust Indenture Act of 1939, as amended and shall, to the
        extent applicable, be governed by such provisions.

      


      SECTION
        3.3.
        Counterparts.
        This
        Supplemental Indenture may be executed in any number of counterparts, each
        of
        which so executed shall be deemed to be an original, but all such counterparts
        shall together constitute but one and the same instrument.

      


      SECTION
        3.4.
        Notices.
        Any
        notice required or permitted hereunder or under the Indenture to be given
        or
        made to the Company or a Guarantor shall be given or made in writing and
        mailed,
        first class postage prepaid, (i) to the Company or (ii) to such Guarantor
        care
        of the Company, at the address of the Company set forth below its signature
        hereon, or at any other address previously furnished in writing to the Trustee
        and the Company by such Guarantor, with a copy to the Company given or made
        in
        accordance with Section 105 of the Indenture.

      


      SECTION
        3.5.
        Successors
        and Assigns.
        This
        Supplemental Indenture shall be binding upon the Company and each Guarantor,
        and
        their respective successors and assigns and inure to the benefit of the
        respective successors and assigns of the Trustee and the
        Holders.

      


      SECTION
        3.6.
        Time
        of the Essence.
        Time is
        of the essence with regard to the Company’s and the Guarantors’ performance of
        their respective obligations hereunder.

      


      SECTION
        3.7.
        Rights
        of Holders Limited.
        Notwithstanding anything herein to the contrary, the rights of Holders with
        respect to this Supplemental Indenture and the Guaranty shall be limited
        in the
        manner and to the extent the rights of Holders are limited under the Indenture
        with respect to the Indenture and the Securities. 

      


      SECTION
        3.8. Rights
        and Duties of Trustee.
        The
        rights and duties of the Trustee shall be determined by the express provisions
        of the Original Indenture and, except as expressly set forth in this
        Supplemental Indenture, nothing in this Supplemental Indenture shall in any
        way
        modify or otherwise affect the Trustee’s rights and duties thereunder. The
        Trustee makes no representation or warranty as to the validity of this
        Supplemental Indenture and, except insofar as relates to the validity hereof
        with respect to the Trustee specifically, the Trustee shall not be liable
        in
        connection therewith. The Trustee makes no representation or warranty, express
        or implied, as to the accuracy or completeness of any information contained
        in
        any offering or disclosure document related to the sale of the Securities,
        except for such information that specifically pertains to the Trustee itself,
        or
        any information incorporated therein by reference.



      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      SECTION
        3.9. Amendment
        and Waiver.
        This
        Supplemental Indenture shall not be amended unless such amendment (i) complies
        with the terms of the Indenture, (ii) is in writing and (iii) is executed
        by
        each of the parties hereto. No alteration or waiver of this Supplemental
        Indenture or of any of its terms, provisions or conditions shall be binding
        upon
        the parties against whom enforcement is sought unless made in writing and
        signed
        by an authorized officer of such party or its general partner, as
        applicable.

      


      SECTION
        3.10. Conflicts.
        In the
        event of any conflict between the terms of this Supplemental Indenture and
        the
        terms of the Indenture, the terms of this Supplemental Indenture shall
        control.

      


      [Signatures
        on Next Page]



      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF,
        the
        parties hereto have caused this Supplemental Indenture to be duly executed
        by
        their respective officers hereunto duly authorized, all as of the day and
        year
        first written above.

       

      
        
          	 	
                  EQUITY
                    ONE, INC., Issuer

                
	 	 
	 	
                  By:

                	
                  /s/
                    Chaim Katzman

                
	 	
                  Name:

                	
                  Chaim
                    Katzman

                
	 	
                  Title:

                	
                  Chairman
                    and Chief Executive Officer

                
	 	 	 
	 	 	
                  Address:

                
	 	 	
                  1600
                    N.E. Miami Gardens Drive

                
	 	 	
                  Miami,
                    Florida 33179

                
	 	 	
                  Attention:
                    Chief Financial Officer

                
	 	 	 
	 	 	 
	 	
                  GUARANTORS
                    

                
	 	 
	 	
                  Equity
                    One Realty & Management SE, Inc.

                
	 	
                  Equity
                    One (Louisiana Portfolio) LLC

                
	 	
                  Equity
                    One (Quincy Project) LLC

                
	 	
                  Equity
                    One (Sunlake) Inc.

                
	 	
                  Equity
                    (Texas Holdings) One GP LLC

                
	 	
                  Equity
                    One (Young Circle) Inc.

                
	 	
                  Louisiana
                    Holding Corp.

                
	 	
                  Equity
                    One (Northeast Portfolio) Inc.

                
	 	
                  Equity
                    One (Southeast Portfolio) Inc.

                
	 	 	 
	 	
                  By:

                	
                  /s/
                    Chaim Katzman

                
	 	 	
                  Chaim
                    Katzman

                
	 	 	
                  President

                
	 	 	 
	 	 	 
	 	
                  Equity
                    (Texas) One Creekside LP

                
	 	 
	 	
                  By:
                    Equity (Texas Holdings) One GP LLC, its general partner

                
	 	 
	 	
                  By:

                	
                  s/
                    Chaim Katzman

                
	 	 	
                  Chaim
                    Katzman

                
	 	 	
                  President

                


        


        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

      

       

      
        
          	 	
                  Equity
                    (Texas) One Creekside Phase II LP

                
	 	 
	 	
                  By:
                    Equity (Texas Holdings) One GP LLC, its general partner

                
	 	 
	 	
                  By:

                	
                  s/
                    Chaim Katzman

                
	 	 	
                  Chaim
                    Katzman

                
	 	 	
                  President

                
	 	 	 
	 	 	 
	 	
                  Equity
                    (Texas) One Desoto LP

                
	 	 
	 	
                  By:
                    Equity (Texas Holdings) One GP LLC, its general partner

                
	 	 
	 	
                  By:

                	
                  s/
                    Chaim Katzman

                
	 	 	
                  Chaim
                    Katzman

                
	 	 	
                  President

                
	 	 	 
	 	 	 
	 	
                  Equity
                    (Texas) One Village Center LP

                
	 	 
	 	
                  By:
                    Equity (Texas Holdings) One GP LLC, its general partner

                
	 	 
	 	
                  By:

                	
                  s/
                    Chaim Katzman

                
	 	 	
                  Chaim
                    Katzman

                
	 	 	
                  President

                
	 	 	 
	 	 	 
	 	
                  Equity
                    (Texas) One Westgate Phase III LP

                
	 	 
	 	
                  By:
                    Equity (Texas Holdings) One GP LLC, its general partner

                
	 	 
	 	
                  By:

                	
                  s/
                    Chaim Katzman

                
	 	 	
                  Chaim
                    Katzman

                
	 	 	
                  President

                


        


        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        

      

       

      
        	 	
                SUNTRUST
                  BANK, as Trustee

              
	 	 
	 	
                By:

              	
                George
                  Hogan

              
	 	
                Name:

              	
                George
                  Hogan

              
	 	
                Title:

              	
                Vice
                  President

              


      

       

       

      12