Module and Segment Reference


    

      


       

      AMENDMENT
        NO. 1 TO CREDIT AGREEMENT

       

      THIS
        AMENDMENT NO. 1 TO CREDIT AGREEMENT (the “Amendment”),
        dated
        as of March 30, 2007, is entered into by and between EQUITY
        ONE, INC., a corporation organized under the laws of the State of Maryland
        (the
“Borrower”)
        and
        WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as contractual
        representative of the “Lenders” under and as defined in the Credit Agreement
        referred to below (in such capacity, the “Administrative
        Agent”).

       

      R E C I T A L S

       

      A.  Pursuant
        to the terms of an Amended and Restated Credit
        Agreement, dated as of January 17, 2006 between Borrower and Lenders (as
        amended, restated supplemented or otherwise modified from time to time, the
        “Credit
        Agreement”),
        Lenders extended credit to Borrower in the principal amount of Two Hundred
        Seventy-Five Million Dollars ($275,000,000)
        (the
“Loan”).
        The
        Loan is evidenced by certain promissory notes executed by Borrower in favor
        of
        Lenders, which promissory notes aggregate to the principal amount of the
        Loan
        (collectively, as amended, restated, supplemented or otherwise modified from
        time to time, the “Notes”),
        and
        is further evidenced by the documents described in the Credit Agreement as
        the
“Loan Documents”. All capitalized and herein undefined terms shall have the
        meanings as set forth in the Credit Agreement.

       

      B.  By
        this
        Amendment, Borrower, Lenders and Administrative Agent intend to modify and
        amend
        certain terms and provisions of the Loan Documents.

       

      NOW,
        THEREFORE, Borrower, Lenders and Administrative Agent agree as
        follows:

       

      CONDITIONS
        PRECEDENT.
        The
        following are conditions precedent to Lenders’ obligations under this
        Amendment:

       

      Receipt
        by Administrative Agent of fully executed originals of this Amendment and
        any
        and all other documents which are required by this Amendment or by any other
        Loan Document, each in form and content acceptable to Administrative
        Agent;

       

      Reimbursement
        to Administrative Agent by Borrower of Administrative Agent’s costs and expenses
        incurred in connection with this Amendment and the transactions contemplated
        hereby, including, without limitation, reasonable attorneys’ fees and
        documentation costs and charges, whether such services are furnished by
        Administrative Agent’s employees or agents or by independent
        contractors;

       

      The
        representations and warranties contained in this Amendment are true and
        correct;

       

      Payment
        to Administrative Agent of an amendment fee equal to $1,500 for each Lender
        ($24,000 total); and

       

      All
        payments due and owing to Lenders under the Loan Documents have been paid
        current as of the effective date of this Amendment.

       

      REPRESENTATIONS
        AND WARRANTIES.
        Borrower hereby represents and warrants to Administrative Agent and each
        Lender
        that no Event of Default or Default exists under any of the Loan Documents
        (as
        modified by this Amendment) and that all representations and warranties herein
        and in the other Loan Documents are true and correct, which representations
        and
        warranties shall survive execution of this Amendment. Without limiting the
        foregoing Borrower further represents and warrants to Administrative Agent
        and
        each Lender that (a) Borrower is in full compliance with the requirements
        of
Section 8.14
        of the
        Credit Agreement, (b) each entity required pursuant to the terms of such
        Section
        8.14
        to
        execute and deliver a Guaranty or an Accession Agreement has done so, and
        (c)
        the Guarantor’s Consent appended hereto correctly and accurately lists as
        signatories all entities which are required, pursuant to the terms of such
        Section
        8.14,
        to
        execute a Guaranty or an Accession Agreement in connection with the
        Loan.

       

      MODIFICATION
        OF LOAN DOCUMENTS.
        The
        Loan Documents are hereby supplemented and modified to incorporate the
        following, which shall supersede and prevail over any conflicting provisions
        of
        the Loan Documents and which, following satisfaction of all conditions precedent
        set forth in Section 1
        above,
        shall be deemed effective as of March 30, 2007:

       

      Change
        in Capitalization Rates.

       

      Definition
        of “Asset Value”.
        The
        definition of “Asset Value” set forth in the Credit Agreement is hereby amended
        by changing the reference to “8.0%” in subclauses (a) and (b) thereof to refer
        instead to “7.75%”.

       

      Definition
        of “Operating Property Value”.
        The
        definition of “Operating Property Value” set forth in the Credit Agreement is
        hereby amended by changing the reference to “8.0%” therein to refer instead to
“7.75%”.

       

      Definition
        of “Pool Value”.
        The
        definition of “Pool Value” set forth in the Credit Agreement is hereby amended
        by changing the reference to “8.0%” in subclause (a) thereof to refer instead to
“7.75%”.

       

      Extend
        the Period During Which Newly Acquired Properties are Valued at Purchase
        Price.


       

      Definition
        of “Gross Asset Value”.
        The
        definition of “Gross Asset Value” set forth in the Credit Agreement is hereby
        amended by changing the language “during the immediately preceding fiscal
        quarter of the Borrower” in subclauses (f) and (g) thereof to refer instead to
“during the immediately preceding two fiscal quarters of the
        Borrower”.

       

      Definition
        of “Pool Value”.
        The
        definition of “Pool Value” set forth in the Credit Agreement is hereby amended
        by changing the language “not owned for the entire prior fiscal quarter period”
in subclause (b) thereof to refer instead to “not owned for the entire prior two
        fiscal quarters”.

       

      Modify
        Distribution Limitations.
        Section 10.1(i)
        of the
        Credit Agreement is hereby amended and restated in its entirety as
        follows:

       

      (i)
         Dividends
        and Other Restricted Payments.
        If a
        monetary or other material Default or Event of Default (including, without
        limitation, the occurrence of any of the events specified in subsection (a),
        (e), (f) or (l)(i) of Section
        11.1
        or any
        violation of the covenants set forth in Article X)
        shall
        exist, or if as a result of the occurrence of any other Event of Default
        the
        Obligations have been accelerated, the Borrower shall not, and shall not
        permit
        any Subsidiary to, make any Restricted Payments to any Person whatsoever
        other
        than to the Borrower or any Subsidiary; provided, however, but subject to
        the
        following sentence, the Borrower may declare or make cash distributions to
        its
        shareholders in an aggregate amount not to exceed the minimum amount necessary
        for the Borrower to remain in compliance with Section
        8.12.
        In
        express limitation of the foregoing proviso, if an Event of Default specified
        in
        subsection (a), (e) or (f) of Section
        11.1
        shall
        have occurred and be continuing (as opposed to another material Default or
        Event
        of Default under the Agreement), or if as a result of the occurrence of any
        Event of Default the Obligations have been accelerated, the Borrower shall
        not,
        and shall not permit any Subsidiary to, make any Restricted Payments to any
        Person whatsoever other than to the Borrower or any Subsidiary.

       

      FORMATION
        AND ORGANIZATIONAL DOCUMENTS.
        Borrower has previously delivered to Administrative Agent all of the relevant
        formation and organizational documents of Borrower and Guarantor, and all
        such
        formation documents remain in full force and effect and have not been amended
        or
        modified since they were delivered to Administrative Agent. Borrower hereby
        certifies that: (a) the above documents are all of the relevant formation
        and organizational documents of Borrower and Guarantor; (b) they remain in
        full force and effect; and (c) they have not been amended or modified since
        they were previously delivered to Administrative Agent.

       

      NON-IMPAIRMENT.
        Except
        as expressly provided herein, nothing in this Amendment shall alter or affect
        any provision, condition, or covenant contained in the Notes or other Loan
        Documents or affect or impair any rights, powers, or remedies of Lenders,
        it
        being the intent of the parties hereto that the provisions of the Notes and
        other Loan Documents shall continue in full force and effect except as expressly
        modified hereby.

       

      MISCELLANEOUS.
        This
        Amendment and the other Loan Documents shall be governed by and interpreted
        in
        accordance with the laws of the State of California, except if preempted
        by
        federal law. Time is of the essence of each term of the Loan Documents,
        including this Amendment. If any provision of this Amendment or any of the
        other
        Loan Documents shall be determined by a court of competent jurisdiction to
        be
        invalid, illegal or unenforceable, that portion shall be deemed severed from
        this Amendment and the remaining parts shall remain in full force as though
        the
        invalid, illegal, or unenforceable portion had never been a part
        thereof.

       

      INTEGRATION;
        INTERPRETATION.
        The
        Loan Documents, including this Amendment, contain or expressly incorporate
        by
        reference the entire agreement of the parties with respect to the matters
        contemplated therein and supersede all prior negotiations, written or oral.
        The
        Loan Documents shall not be modified except by written instrument executed
        by
        all parties. Any reference to the Loan Documents includes any amendments,
        renewals or extensions now or hereafter approved by Administrative Agent
        and
        Lenders in writing.

       

      EXECUTION
        IN COUNTERPARTS.
        To
        facilitate execution, this document may be executed in as many counterparts
        as
        may be convenient or required. It shall not be necessary that the signature
        of,
        or on behalf of, each party, or that the signature of all persons required
        to
        bind any party, appear on each counterpart. All counterparts shall collectively
        constitute a single document. It shall not be necessary in making proof of
        this
        document to produce or account for more than a single counterpart containing
        the
        respective signatures of, or on behalf of, each of the parties hereto. Any
        signature page to any counterpart may be detached from such counterpart without
        impairing the legal effect of the signatures thereon and thereafter attached
        to
        another counterpart identical thereto except having attached to it additional
        signature pages.

       

      (REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK)

      



      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, Borrower and Administrative Agent, on behalf of and for
        the
        benefit of all Lenders, have caused this Amendment to be duly executed as
        of the
        date first above written.

       

      BORROWER:                             EQUITY
        ONE, INC.

       

      
                                              By:      /s/
          Gregory R. Andrews        


                                 
          Name:  Gregory R.
          Andrews             

             Title:    
          Executive Vice Presient and Chief Financial Officer

         

        
 

      

      


      ADMINISTRATIVE
        AGENT:                 WELLS
        FARGO BANK, NATIONAL ASSOCIATION

       

                                        By:    
        /s/
        Edwin
        S. Poole, III _____

      
                                            
Name:  
Edwin
          S. Poole, III

                                         
          Title:      Vice President

      

       


      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      


      


      GUARANTORS’
        CONSENT

       

      The
        undersigned (each a “Guarantor”)
        consent to the foregoing AMENDMENT NO. 1 TO CREDIT AGREEMENT and the
        transactions contemplated thereby and each Guarantor reaffirms its obligations
        under, as applicable, (a) the Guaranty dated as of January 17, 2006 and any
        Accession Agreements executed in connection therewith (collectively, as amended,
        restated, supplemented or otherwise modified from time to time, the
“Guaranty”),
        and
        its waivers, as set forth in the Guaranty, of each and every one of the possible
        defenses to such obligations. Each Guarantor further reaffirms that its
        obligations under the Guaranty are separate and distinct from Borrower’s
        obligations.

       

      Dated
        as
        of: March
        30,
        2007

       

      GUARANTORS:
         Cashmere
        Developments, Inc.

      Centerfund
        (US), LLC

      Centrefund
        Realty (U.S.) Corporation

      Equity
        One (Commonwealth) Inc.

      Equity
        One (Delta) Inc.

      Equity
        One (Florida Portfolio) Inc.

      Equity
        One (Louisiana Portfolio) LLC

      Equity
        One (North Port) Inc.

      Equity
        One (Northeast Portfolio) Inc.

      Equity
        One (Point Royale) Inc.

      Equity
        One (Sky Lake) Inc.

      Equity
        One (Southeast Portfolio) Inc.

      Equity
        One (Summerlin) Inc.

      Equity
        One (Sunlake) Inc.

      Equity
        One (Walden Woods) Inc.

      Equity
        One Acquisition Corp.

      Equity
        One Realty & Management FL, Inc.

      Equity
        One Realty & Management NE, Inc.

      Equity
        One Realty & Management SE, Inc.

      Equity
        One Realty & Management Texas, Inc.

      EQY
        (Southwest Portfolio) Inc.

      Gazit
        (Meridian) Inc.

      IRT
        Alabama, Inc.

      IRT
        Capital Corporation II

      IRT
        Management Company

      Louisiana
        Holding Corp.

      Parcel
        F,
        LLC

      Prosperity
        Shopping Center Corp.

      Shoppes
        at Jonathan’s Landing, Inc.

      Southeast
        U.S. Holdings Inc.

      The
        Meadows Shopping Center, LLC

      The
        Shoppes of Eastwood, LLC

       

      


      By:         
         /s/ Gregory R. Andrews      

      Name:     
        Gregory R. Andrews      

      Its:          
        Vice President and Treasurer      


      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      


       

       

      IRT
        Partners, L.P.

      


      By:
         Equity
        One, Inc.

      


      By:    
        /s/ Gregory R. Andrews      

      Name:
        Gregory R. Andrews      

      Its:      
        Executive Vice President and Chief Financial Officer

            

      


      


      Address
        for Notices for all Guarantors: 

       

      c/o
        Equity One, Inc.

      1600
        N.E.
        Miami Gardens Drive

      North
        Miami Beach, Florida 33179

      Attention: 
        Greg Andrews

                         
        Chief Financial Officer