Exh 4.1 Supplemental Indenture No. 7


     

    Exhibit
      4.1

    
 

    EQUITY
      ONE, INC.

     

    


     

    ISSUER,

     

    THE

     

    GUARANTORS

     

    SET
      FORTH ON THE SIGNATURE PAGES ATTACHED HERETO

     

    AND

     

    SUNTRUST
      BANK, AS

     

    TRUSTEE

     

    —————————————————--

     

    SUPPLEMENTAL
      INDENTURE NO. 7 

     

    DATED
      AS OF May
      20, 2005

     

    —————————————————--

     

    GUARANTEE
      OF SENIOR DEBT SECURITIES

     

    


     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    SUPPLEMENTAL
      INDENTURE NO. 7
      dated as
      of May 20, 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 November 9, 1995 (the
“Original
      Indenture”
      and as
      amended, supplemented or otherwise modified through the date hereof, the
“Indenture”),
      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(9) 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:

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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.

     

    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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    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:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    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.

     

    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. 

     

    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.

     

    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
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        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:
      President

     

    Address:

    1600
      N.E.
      Miami Gardens Drive

    Miami,
      Florida 33179

    Attention:
      Chief Financial Officer

     

    GUARANTORS
      

     

    Equity
      One (Cambridge Project) LLC

    Equity
      One (Quincy Project) LLC

    Equity
      One (West Roxbury) LLC

    Equity
      One (Homestead Land) Inc.

    Equity
      One (Middle Beach) Inc.

     

    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

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    Equity
      (Texas) One Desoto LP

     

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

     

     

    By: 
      /s/ Chaim Katzman                    

         
 
      Chaim Katzman

     
      President

     

    


    
      
        
        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SUNTRUST
      BANK, as Trustee

     

    By:
      

    Name:
      

    Title: