EX-4.1 Supplemental Indenture



 





EXHIBIT 4.1




EQUITY ONE, INC.,




ISSUER,




THE




GUARANTORS


SET FORTH ON THE SIGNATURE PAGES ATTACHED HERETO




AND




U.S. BANK NATIONAL ASSOCIATION, AS




TRUSTEE



 




SUPPLEMENTAL INDENTURE NO. 11




DATED AS OF APRIL 18, 2007



 




$150,000,000




6.00% SENIOR NOTES DUE 2017




 









 





     SUPPLEMENTAL INDENTURE NO. 11, dated as of April 18, 2007 (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 U.S. Bank National Association (as successor
to SunTrust Bank), a national banking corporation duly organized and existing under the laws of
the United States, 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”), providing for the issuance from time to time of senior debt securities of the
Company;



     WHEREAS, Section 901(7) of the Indenture permits the Company and the Trustee to enter into an
indenture supplemental to the Indenture to establish the form or terms of Securities of any series
as provided by Sections 201 and 301 of the Indenture;



     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, such
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




     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:



     “Acquired Debt” means Debt of a Person (i) existing at the time such Person becomes a
Subsidiary or (ii) assumed in connection with the acquisition of assets from such Person, in each
case, other than Debt incurred in connection with, or in contemplation of, such Person becoming a
Subsidiary or such acquisition. Acquired Debt shall be deemed to be incurred on the date of the
related acquisition of assets from any Person or the date the acquired Person becomes a Subsidiary.



     “Additional Interest” has the meaning specified in Section 2.13(a) hereof.



     “Annual Service Charge” for any period means the maximum amount which is payable
during such period for interest on, and the amortization during such period of any original issue
discount of, Debt of the Company and its Subsidiaries and the amount of dividends which are payable
during such period in respect of any Disqualified Stock.



     “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal
holiday nor a day on which banking institutions in the City of New York or in the City of Atlanta
are authorized or required by law, regulation or executive order to close.



     “Capital Stock” means, with respect to any Person, any capital stock (including
preferred stock), shares, interest, participations or other ownership interest (however designated)
of such Person and any rights (other than debt securities convertible into or exchangeable for
capital stock), warrants or options to purchase any thereof.



     “Consolidated Income Available for Debt Service” for any period means Earnings from
Operations of the Company and its Subsidiaries plus amounts which have been deducted, and minus
amounts which have been added, for the following (without duplication): (a) interest on Debt of the
Company and its Subsidiaries, (b) provision for taxes of the Company and its Subsidiaries based on
income, (c) amortization of debt discount, (d) provisions for gains and losses on properties and
property depreciation and amortization, (e) the effect of any noncash charge resulting from a
change in accounting principles in determining Earnings from Operations for such period and (f)
amortization of deferred charges.



     “Debt” of the Company or any Subsidiary means any indebtedness (without duplication)
of the Company or any Subsidiary, whether or not contingent, in respect of (i) money borrowed



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or evidenced by bonds, notes, debentures or similar instruments, (ii) indebtedness for
borrowed money secured by any mortgage, lien, charge, pledge, or security interest of any kind
existing on property owned by the Company or any Subsidiary (each securing such debt, an
“Encumbrance”), (iii) the reimbursement obligations, contingent or otherwise, in connection
with any letters of credit actually issued or amounts representing the balance deferred and unpaid
of the purchase price of any property or services, except any such balance that constitutes an
accrued expense or trade payable, or all conditional obligations or obligations under any title
retention agreement, (iv) the principal amount of all obligations of the Company or any Subsidiary
with respect to redemption, repayment or other repurchase of any Disqualified Stock or (v) any
lease of property by the Company or any Subsidiary as lessee which is reflected on the Company’s
consolidated balance sheet as a capitalized lease in accordance with GAAP, to the extent, in the
case of items of indebtedness under (i) through (iii) above, that any such items (other than
letters of credit) would appear as a liability on the Company’s consolidated balance sheet in
accordance with GAAP, and also includes, to the extent not otherwise included, any obligations by
the Company or any Subsidiary to be liable for, or to pay, as obligor, guarantor or otherwise
(other than for purposes of collection in the ordinary course of business), Debt of another Person
(other than the Company or any Subsidiary) (it being understood that Debt shall be deemed to be
incurred by the Company or any Subsidiary whenever the Company or such Subsidiary shall create,
assume, guarantee or otherwise become liable in respect thereof).



     “Disqualified Stock” means, with respect to any Person, any Capital Stock of such
Person which by the terms of such Capital Stock (or by the terms of any security into which it is
convertible or for which it is exchangeable or exercisable), upon the happening of any event or
otherwise (i) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise (other than Capital Stock which is redeemable solely in exchange for common stock), (ii)
is convertible into or exchangeable or exercisable for Debt or Disqualified Stock or (iii) is
redeemable at the option of the holder thereof, in whole or in part (other than Capital Stock which
is redeemable solely in exchange for common stock), in each case on or prior to the Stated Maturity
of the Notes.



     “Earnings from Operations” for any period means net income excluding gains and losses
on sales of investments, extraordinary items, and net property valuation losses, as reflected in
the financial statements of the Company and its Subsidiaries for such period determined on a
consolidated basis in accordance with GAAP.



     “Encumbrance” has the meaning specified in the definition of “Debt” set forth in this
Section 1.1.



     “Exchange Notes” means any Securities issued by the Company (pursuant to the Exchange
Offer or otherwise) to be offered to Holders of Initial Notes in exchange for such Initial Notes
pursuant to the Exchange Offer and containing terms identical in all material respects to the
Initial Notes for which they are exchanged except that (i) interest thereon shall accrue from the
last date on which interest was paid on the Initial Notes or, if no such interest has been paid,
from the date of issuance of the Initial Notes, (ii) the Exchange Notes will not contain the legend
appearing on the face of the Initial Notes in the form recited in this Supplemental Indenture and
will not contain terms with respect to transfer restrictions and (iii) the Exchange



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Notes will not contain terms with respect to the payment of Additional Interest for failure to
comply with the Registration Rights Agreement.



     “Exchange Offer” shall mean the exchange offer by the Company of the Exchange Notes
for Initial Notes pursuant to the Registration Rights Agreement.



     “Financial Statements” has the meaning specified in Section 1009 of the Indenture.



     “Guaranteed Securities” means the Notes issued pursuant to this Supplemental
Indenture.



     “Initial Notes” means the Notes issued under this Supplemental Indenture which are not
Exchange Notes.



     “Make-Whole Amount” means, in connection with any optional redemption or accelerated
payment of any Notes, the excess, if any, of (i) the aggregate present value as of the date of such
redemption or accelerated payment of each Dollar of principal being redeemed or paid and the amount
of interest (exclusive of interest accrued to the date of redemption or accelerated payment) that
would have been payable in respect of each such Dollar if such redemption or accelerated payment
had not been made, determined by discounting, on a semi-annual basis (on the basis of a 360-day
year consisting of twelve 30-day months), such principal and interest at the Reinvestment Rate
(determined on the third Business Day preceding the date such notice of redemption is given or
declaration of acceleration is made) from the respective dates on which such principal and interest
would have been payable if such redemption or accelerated payment had not been made to the date of
redemption or accelerated payment, over (ii) the aggregate principal amount of the Notes being
redeemed or paid.



     “Notes” has the meaning specified in Section 2.1 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.



     “Redemption Price” has the meaning specified in Section 2.5 hereof.



     “Registration Rights Agreement” means the Registration Rights Agreement, dated as of
the April 18, 2007 among the Company, the Guarantors and J.P. Morgan Securities, Inc. and Deutsche
Bank of Securities Inc. as representative of the several initial purchasers of the Notes, as the
same may be amended, modified or supplemented from time to time.



     “Regulation S” means Regulation S under the Securities Act.



     “Reinvestment Rate” means .20% (one fifth of one percent) plus the arithmetic mean of
the yields under the heading “Week Ending” published in the most recent Statistical Release under
the caption “Treasury Constant Maturities” for the maturity (rounded to the nearest month)



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corresponding to the remaining life to maturity, as of the payment date of the principal being
redeemed or paid. If no maturity exactly corresponds to such maturity, yields for the two published
maturities most closely corresponding to such maturity shall be calculated pursuant to the
immediately preceding sentence and the Reinvestment Rate shall be interpolated or extrapolated from
such yields on a straight-line basis, rounding in each of such relevant periods to the nearest
month. For the purposes of calculating the Reinvestment Rate, the most recent Statistical Release
published prior to the date of determination of the Make-Whole Amount shall be used.



     “Restricted Legend” has the meaning specified in Section 4.2 hereof.



     “Restricted Security” has the meaning specified in Section 4.2 hereof.



     “Rule 144A” means Rule 144A under the Securities Act.



     “Securities Act” shall have the meaning set forth in Section 4.2 hereof.



     “Shelf Effectiveness Period” shall have the meaning set forth in the Registration
Rights Agreement.



     “Shelf Registration Additional Interest” has the meaning specified in Section 2.13(b)
hereof.



     “Shelf Registration Statement” shall have the meaning set forth in the Registration
Rights Agreement.



     “Statistical Release” means the statistical release designated “H.15(519)” or any
successor publication which is published weekly by the Board of Governors of the Federal Reserve
System and which reports yields on actively traded United States government securities adjusted to
constant maturities, or, if such statistical release is not published at the time of any
determination hereunder, then such other reasonably comparable index which shall be designated by
the Company.



     “Subsidiary” means (i) a corporation, partnership, joint venture, limited liability
company or other Person the majority of the shares, if any, of the nonvoting capital stock or other
equivalent ownership interests of which (except directors’ qualifying shares) are at the time
directly or indirectly owned by the Company and/or any other Subsidiary or Subsidiaries, and the
majority of the shares of the voting capital stock or other equivalent ownership interests of which
(except directors’ qualifying shares) are at the time directly or indirectly owned by the Company
and/or any other Subsidiary or Subsidiaries and (ii) any Person the accounts of which are
consolidated with the Company’s accounts.



     “Total Assets” as of any date means the sum of (i) the Undepreciated Real Estate
Assets and (ii) all other assets of the Company and its Subsidiaries determined in accordance with
GAAP (but excluding accounts receivable and intangibles).



     “Total Unencumbered Assets” means the sum of (i) those Undepreciated Real Estate
Assets not subject to an Encumbrance for borrowed money and (ii) all other assets of the



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Company and its Subsidiaries not subject to an Encumbrance for borrowed money determined in
accordance with GAAP (but excluding accounts receivable and intangibles).



     “Undepreciated Real Estate Assets” as of any date means the cost (original cost plus
capital improvements) of real estate assets of the Company and its Subsidiaries on such date,
before depreciation and amortization determined on a consolidated basis in accordance with GAAP.



     “Unsecured Debt” means Debt which is not secured by any Encumbrance upon any of the
properties of the Company or any Subsidiary



ARTICLE TWO

THE SERIES OF NOTES




     SECTION 2.1. Title of the Securities.



     There shall be a series of Securities designated the 6.00% Senior Notes due 2017 (the
“Notes”). For all purposes of this Supplemental Indenture and the Indenture, the term
“Notes” shall include the Initial Notes and any Exchange Notes to be issued and exchanged
for any Initial Notes pursuant to the Registration Rights Agreement and this Supplemental
Indenture. For purposes of the Indenture, as amended by this Supplemental Indenture, all Initial
Notes and Exchange Notes shall vote and consent together as one series of Securities and shall not
have the right to vote and consent as a series separate from one another on any matter under the
Indenture, as so amended by this Supplemental Indenture.



     SECTION 2.2. Limitation on Aggregate Principal Amount.



     The aggregate principal amount of the Notes shall be limited to $150,000,000 (the “Initial
Original Principal Amount”). Notwithstanding the foregoing, the Company, without the consent
of any Holders of Securities or coupons, by Board Resolutions or indentures supplemental to the
Indenture from time to time may reopen such series of Notes and issue additional Notes in an
aggregate principal amount as set forth in any such Board Resolution or indenture supplemental to
the Indenture which additional Notes shall be fungible with any previously issued Notes to the
extent set forth in such Board Resolutions or indenture supplemental to the Indenture. Except as
provided in this Section, any such Board Resolutions or indentures supplemental to the Indenture
and in Section 306 of the Indenture, the Company shall not execute and the Trustee shall not
authenticate or deliver Notes in excess of the Initial Original Principal Amount.



     Nothing contained in this Section 2.2 or elsewhere in this Supplemental Indenture, or in the
Notes, is intended to or shall limit execution by the Company or authentication or delivery by the
Trustee of the Notes under the circumstances contemplated in Sections 303, 304, 306, 906 and 1305
of the Indenture.



     SECTION 2.3. Interest and Interest Rates; Maturity Date of Notes.



     The Notes will bear interest at a rate of 6.00% per annum from April 18, 2007 or from the
immediately preceding Interest Payment Date to which interest has been paid or duly provided



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for, payable semi-annually in arrears on March 15 and September 15 of each year, commencing
September 15, 2007 (each, an “Interest Payment Date”), to the Person in whose name such
Note is registered at the close of business on March 1 or September 1 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date (each, a “Regular Record
Date”). Interest will be computed on the basis of a 360-day year composed of twelve 30-day
months. The interest so payable on any Note which is not punctually paid or duly provided for on
any Interest Payment Date shall forthwith cease to be payable to the Person in whose name such Note
is registered on the relevant Regular Record Date, and such Defaulted Interest shall instead be
payable to the Person in whose name such Note is registered on the Special Record Date or other
specified date determined in accordance with the Indenture.



     If any Interest Payment Date or Maturity falls on a day that is not a Business Day, the
required payment shall be made on the next Business Day as if it were made on the date such payment
was due and no interest shall accrue on the amount so payable for the period from and after such
Interest Payment Date or Maturity, as the case may be.



     The Notes will mature on September 15, 2017.



     SECTION 2.4. Limitations on Incurrence of Debt.



          (a) The Company will not, and will not permit any Subsidiary to, incur any Debt if,
immediately after giving effect to the incurrence of such additional Debt and the application of
the proceeds thereof, the aggregate principal amount of all outstanding Debt of the Company and its
Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the
sum of (without duplication) (i) the Total Assets of the Company and its Subsidiaries as of the end
of the latest calendar quarter covered in the Company’s Annual Report on Form 10-K or Quarterly
Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such
filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such
additional Debt and (ii) the purchase price of any real estate assets or mortgages receivable
acquired, and the amount of any securities offering proceeds received (to the extent such proceeds
were not used to acquire real estate assets or mortgages receivable or used to reduce Debt), by the
Company or any Subsidiary since the end of such calendar quarter, including those proceeds obtained
in connection with the incurrence of such additional Debt.



          (b) In addition to the limitation set forth in subsection (a) of this Section 2.4 the Company
will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income
Available for Debt Service to the Annual Service Charge for the four consecutive fiscal quarters
most recently ended prior to the date on which such additional Debt is to be incurred shall have
been less than 1.5:1, on a pro forma basis after giving effect thereto and to the application of
the proceeds therefrom, and calculated on the assumption that (i) such Debt and any other Debt
incurred by the Company and its Subsidiaries since the first day of such four-quarter period and
the application of the proceeds therefrom, including to refinance other Debt, had occurred at the
beginning of such period; (ii) the repayment or retirement of any other Debt by the Company and its
Subsidiaries since the first day of such four-quarter period had been repaid or retired at the
beginning of such period (except that, in making such computation, the amount of Debt under any
revolving credit facility shall be computed based upon the average daily balance of such Debt
during such period); (iii) in the case of Acquired Debt or Debt



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incurred in connection with any acquisition since the first day of such four-quarter period,
the related acquisition had occurred as of the first day of such period with the appropriate
adjustments with respect to such acquisition being included in such pro forma calculation; and (iv)
in the case of any acquisition or disposition by the Company or its Subsidiaries of any asset or
group of assets since the first day of such four-quarter period, whether by merger, stock purchase
or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of
Debt had occurred as of the first day of such period with the appropriate adjustments with respect
to such acquisition or disposition being included in such pro forma calculation.



          (c) In addition to the limitations set forth in subsections (a) and (b) of this Section 2.4,
the Company will not, and will not permit any Subsidiary to, incur any Debt secured by any
Encumbrance, if, immediately after giving effect to the incurrence of such additional Debt and the
application of the proceeds thereof, the aggregate principal amount of all outstanding Debt of the
Company and its Subsidiaries on a consolidated basis which is secured by any Encumbrance is greater
than 40% of the sum of (without duplication) (i) the Total Assets of the Company and its
Subsidiaries as of the end of the latest calendar quarter covered in the Company’s Annual Report on
Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the
Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to
the incurrence of such additional Debt and (ii) the purchase price of any real estate assets or
mortgages receivable acquired, and the amount of any securities offering proceeds received (to the
extent that such proceeds were not used to acquire real estate assets or mortgages receivable or
used to reduce Debt), by the Company or any Subsidiary since the end of such calendar quarter,
including those proceeds obtained in connection with the incurrence of such additional Debt.



          (d) The Company and its Subsidiaries may not at any time own Total Unencumbered Assets equal
to less than 150% of the aggregate outstanding principal amount of the Unsecured Debt of the
Company and its Subsidiaries on a consolidated basis.



          (e) For purposes of this Section 2.4, Debt shall be deemed to be “incurred” by the
Company or a Subsidiary whenever the Company or such Subsidiary shall create, assume, guarantee or
otherwise become liable in respect thereof.



     SECTION 2.5. Optional Redemption.



          (a) Subject to this Section 2.5, the Notes may be redeemed at any time at the option and in
the sole discretion of the Company, in whole or from time to time in part, at a redemption price
equal to the sum of (i) the principal amount of the Notes being redeemed plus accrued interest
thereon to the redemption date and (ii) the Make-Whole Amount, if any, with respect to such Notes
(the “Redemption Price”). If (i) notice has been given as provided in Sections 2.5(b) and
(c) and (ii) funds for the redemption of any Notes called for redemption shall have been made
available as provided in the Indenture on the redemption date referred to in such notice, such
Notes will cease to bear interest on the date fixed for such redemption specified in such notice,
and the only right of the Holders of the Notes will be to receive payment of the Redemption Price
upon surrender of the Notes in accordance with such notice.



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          (b) Notice of any optional redemption of any Notes will be given to Holders at their
addresses, as shown in the Security Register, not more than 60 nor less than 30 days prior to the
date fixed for redemption. The notice of redemption will specify, in addition to the items required
by the Indenture, the Redemption Price and the principal amount of the Notes held by each Holder to
be redeemed.



          (c) If less than all the Notes are to be redeemed at the option and in the sole discretion of
the Company, the Company will notify the Trustee in writing at least 45 days prior to giving the
notice of redemption required by Section 2.5(b) (or such shorter period as is satisfactory to the
Trustee) of the aggregate principal amount of Notes to be redeemed and their redemption date. The
Trustee shall select not more than 60 days prior to the redemption date, in such manner as it shall
deem fair and appropriate, in its sole discretion, Notes to be redeemed in whole or in part.



     SECTION 2.6. Places of Payment.



     The Places of Payment where the Notes may be presented or surrendered for payment, where the
Notes may be surrendered for registration of transfer or exchange and where notices and demands to
and upon the Company in respect of the Notes and the Indenture may be served shall be in the
Borough of Manhattan, The City of New York, New York, and the office or agency for such purpose
shall initially be U. S. Bank Corporate Trust Services, 100 Wall Street, Suite 1600, New York, New
York 10005.



     SECTION 2.7. Method of Payment.



     Payment of the principal of and interest on the Notes will be made at the office or agency of
the Company maintained for that purpose in the Borough of Manhattan, The City of New York (which
shall initially be an office or agency of the Trustee), in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of public and private
debts; provided, however, that at the option of the Company, payments of principal and interest on
the Notes may be made (i) by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register or (ii) by wire transfer to an account maintained by
the Person entitled thereto located inside the United States.



     SECTION 2.8. Currency.



     Principal and interest on the Notes shall be payable in Dollars.



     SECTION 2.9. Registered Securities; Global Form.



     The Notes shall be issuable and transferable in fully registered form as Registered
Securities, without coupons. The Notes shall be issued in the form of one or more permanent global
Securities. The depositary for the Notes shall be DTC. The Notes shall not be issuable in
definitive form except as provided in Section 305 of the Indenture.



     SECTION 2.10. Form of Notes.



     The Notes shall be substantially in the form attached as Exhibit A hereto.



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     SECTION 2.11. Security Registrar and Paying Agent.



     The Trustee shall initially serve as Security Registrar and Paying Agent for the Notes.



     SECTION 2.12. Defeasance.



     The provisions of Sections 1402 and 1403 of the Indenture, together with the other provisions
of Article XIV of the Indenture, shall be applicable to the Notes. The provisions of Section 1403
of the Indenture shall apply to the covenants set forth in Section 2.4 of this Supplemental
Indenture.



     SECTION 2.13. Registration Default.



          (a) In the event that either the Exchange Offer is not completed or the Shelf Registration
Statement, if required by the Registration Rights Agreement, is not declared effective on or prior
to January 13, 2008, the interest rate on the Notes will be increased by 0.25% per annum for the
first 90-day period thereafter, and the amount of such additional interest will increase by an
additional 0.25% per annum for each subsequent 90-day period, up to a maximum of 1.0% per annum
over the original interest rate on the Notes (“Additional Interest”). At the time the
Exchange Offer is consummated, the Shelf Registration Statement is declared effective by the SEC or
the Securities become freely tradable under the Securities Act, the interest rate on the Notes
shall revert to the original interest rate on the date of this Supplemental Indenture and the
Company and the Guarantors shall no longer be required to pay Additional Interest.



          (b) If a Shelf Registration Statement required by the Registration Rights Agreement, has been
declared effective and thereafter either ceases to be effective or the prospectus contained therein
ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain
effective or usable exists for more than 60 days (whether or not consecutive) in any 12-month
period, then the interest rate on the Notes will be increased by 0.25% per annum for the first
90-day period thereafter, and the amount of such additional interest will increase by an additional
0.25% per annum for each subsequent 90-day period, up to a maximum of 1.0% per annum over the
original interest rate on the Notes (“Shelf Registration Additional Interest”). At the
time that the Shelf Registration has again been declared effective or the prospectus contained
therein again becomes useable, the interest rate on the Securities shall revert to the original
interest rate on the date of this Supplemental Indenture and the Company and the Guarantors shall
no longer be required to pay Shelf Registration Additional Interest.



ARTICLE THREE

GUARANTY




     SECTION 3.1. 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.



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     SECTION 3.2. 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 3.7 hereof.



     SECTION 3.3. 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 3.4. 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, (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 3.5 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.



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     SECTION 3.5. 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 3.5,
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 3.6. 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.



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     SECTION 3.7. 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 Amended and Restated Credit Agreement dated as of January 17, 2006, 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, or any replacement facility thereof). This
Section 3.7 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 3.8. 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



13









 







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 3.8 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 3.9. 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 3.10. 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 3.11. 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.



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     SECTION 3.12. 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 3.12, “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 3.13. 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 Three,
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 3.14. 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.



15









 





     This Section 3.14 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 3.14 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 3.15. 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 FOUR

TRANSFER AND EXCHANGE




     SECTION 4.1. Transfer and Exchange of Global Securities.



          (a) The transfer and exchange of global Securities or beneficial interests therein shall be
effected through the Depositary, in accordance with this Supplemental Indenture (including
applicable restrictions on transfer set forth herein, if any) and the procedures of the Depositary
therefor. A transferor of a beneficial interest in a global Security shall deliver to the Security
Registrar a written order given in accordance with the Depositary’s procedures containing
information regarding the participant account of the Depositary to be credited with a beneficial
interest in the global Security. The Security Registrar shall, in accordance with such
instructions, instruct the Depositary to credit to the account of the Person specified in such
instructions a beneficial interest in the global Security and to debit the account of the Person
making the transfer the beneficial interest in the global Security being transferred.



          (b) Each Holder of a Security agrees to indemnify the Company and the Trustee against any
liability that may result from the transfer, exchange or assignment of such Holder’s Security in
violation of any provision of the Indenture and/or applicable United States federal or state
securities law.



     SECTION 4.2. Except as otherwise provided in Section 4.3 hereof, each global Security that is
an Initial Note shall bear the following legend (the “Restricted Legend”) on the face
thereof (each a “Restricted Security”):



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THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED
OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF,
THE HOLDER:




          (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT), IS AWARE THAT THE
TRANSFER TO IT IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE
SECURITIES ACT AND IS ACQUIRING THIS SECURITY IN COMPLIANCE WITH
RULE 144A UNDER THE SECURITIES ACT. IN THE CASE OF REGULATION S
SECURITIES: BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS
THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF
A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES
ACT;



          (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR
ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES THAT IT WILL NOT,
WITHIN [IN THE CASE OF RULE 144A NOTES] TWO YEARS [IN THE CASE OF
REGULATION S NOTES, 40 DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE
DATE OF THIS SECURITY AND THE LAST DATE ON WHICH EQUITY ONE, INC.
(“EQUITY ONE”) OR AN AFFILIATE THEREOF WAS THE OWNER OF THIS
SECURITY, RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO
EQUITY ONE OR ANY OF ITS SUBSIDIARIES, (B) TO A QUALIFIED
INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
SECURITIES ACT, (C) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE
THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR (E)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT AND WHICH CONTINUES TO BE
EFFECTIVE AT THE TIME OF SUCH RESALE OR TRANSFER; AND



          (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS
SECURITY IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE
2(D) OR 2(E) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN
[TWO YEARS][40 DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF
THIS SECURITY AND THE LAST DATE ON WHICH EQUITY ONE OR AN AFFILIATE
THEREOF WAS THE OWNER OF THIS SECURITY, THE HOLDER MUST CHECK THE
APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE
MANNER OF SUCH TRANSFER AND SUBMIT THIS SECURITY TO THE TRUSTEE (OR
ANY SUCCESSOR TRUSTEE, AS APPLICABLE). IF THE PROPOSED TRANSFER IS
PURSUANT TO CLAUSE 2(D) ABOVE, THE HOLDER MUST, PRIOR TO SUCH
TRANSFER, FURNISH TO THE TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS
APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR



17









 






OTHER INFORMATION AS EQUITY ONE OR THE TRUSTEE MAY REASONABLY
REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED
UPON THE EARLIER OF THE TRANSFER OF THIS SECURITY PURSUANT TO CLAUSE
2(D) OR 2(E) ABOVE OR THE EXPIRATION OF TWO YEARS FROM THE LATER OF
THE ORIGINAL ISSUE DATE OF THIS SECURITY AND THE LAST DATE ON WHICH
EQUITY ONE OR AN AFFILIATE THEREOF WAS THE OWNER OF THIS SECURITY.



     SECTION 4.3. Removal of Restricted Legend. If a transfer of a Restricted Security
is to be made pursuant to clause 2(D) above within two years after the original issuance of the
Notes, the holder must furnish to the Trustee such certifications, legal opinions or other
information as the Company, the Trustee or the Security Registrar may reasonably require to confirm
that the proposed transfer is being made pursuant to an exemption from registration under the
Securities Act or in a transaction not subject to the Securities Act. The Restrictive Legend will
be removed upon the earlier of the transfer of the Notes pursuant to clause 2(D) or 2(E) of the
Restrictive Legend or the Company’s determination (upon the advice of counsel and such other
certifications and evidence as the Company may reasonably require) that any Note is eligible for
resale pursuant to Rule 144(k) under the Securities Act (or a successor provision) and that the
Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent
transfers of such Note (or a beneficial interest therein) are effected in compliance with the
Securities Act.



     SECTION 4.4. Preservation of Information. The Trustee will retain copies of all
certificates, opinions and other documents received in connection with the registration of transfer
or exchange of a Note (or a beneficial interest therein) in accordance with its customary policy,
and the Company will have the right to inspect and make copies thereof at any reasonable time upon
written notice to the Trustee.



     SECTION 4.5. Acknowledgment of Restrictions; Indemnification; No Obligation of
Trustee.



          (a) By its acceptance of any Note bearing the Restricted Legend, each Holder of such a Note
acknowledges the restrictions on registrations of transfer of such Note set forth in this
Supplemental Indenture and in the Restricted Legend and agrees that it will register the transfer
of such Note only as provided in this Supplemental Indenture. The Security Registrar shall not
register a transfer of any Note unless such transfer complies with the restrictions on transfer of
such Note set forth in this Supplemental Indenture. In connection with any registration of transfer
of Notes, each Holder agrees by its acceptance of the Notes to furnish the Security Registrar or
the Company such certifications, legal opinions or other information as either of them may
reasonably require to confirm that such registration of transfer is being made pursuant to an
exemption from, or a transaction not subject to, the registration requirements of the Securities
Act; provided that the Security Registrar shall not be required to determine (but may rely on a
determination made by the Company with respect to) the sufficiency of any such certifications,
legal opinions or other information.



18









 





          (b) The Security Registrar shall retain copies of all letters, notices and other written
communications received pursuant to the Indenture in accordance with its customary policy. The
Company shall have the right to inspect and make copies of all such letters, notices or other
written communications at any reasonable time upon the giving of reasonable written notice to the
Security registrar.



          (c) Each Holder of a Note agrees by its acceptance of the Notes to indemnify the Company and
the Trustee against any liability that may result from the registration of transfer, exchange or
assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture
and/or applicable United States Federal or state securities law.



          (d) The Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Supplemental Indenture or under
applicable law with respect to any registrations of transfer of any interest in any Note (including
any transfers between or among members of, or participants in, the Depositary or beneficial owners
of interests in any global Security) other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and when expressly required
by the terms of, this Supplemental Indenture, and to examine the same to determine substantial
compliance as to form with the express requirements hereof.



ARTICLE FIVE

MISCELLANEOUS PROVISIONS




     SECTION 5.1. 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 5.2. 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 5.3. 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 5.4. 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 5.5. 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.



19









 





     SECTION 5.6. 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 5.7. 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 5.8. 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, express or implied, 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
as it relates specifically to the Trustee.



     SECTION 5.9. 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 5.10. 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]




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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/ Jeffrey S. Olson
 	 
	 	 	Name:  	Jeffrey S. Olson 	 
	 	 	Title:  	President and Chief Executive Officer	 
	 	 	Address:
1600 N.E. Miami Gardens Drive

Miami, Florida 33179 	 	 
	 
	 	GUARANTORS:



Cashmere Developments, Inc.

Centrefund (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.

 	 
	 	By:  	/s/ Jeffrey S. Olson
 	 
	 	 	Name:  	Jeffrey S. Olson 	 
	 	 	Title:  	President 	 



21









 






	 	 	 	 	 



	 	 	 	 	 
	 	EQY (Southwest Portfolio) Inc.

Gazit (Meridian) Inc.

IRT Alabama, Inc.

IRT Capital Corporation II

IRT Management Company

Louisiana Holding Corp.

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/ Jeffrey S. Olson
 	 
	 	 	Name:  	Jeffrey S. Olson 	 
	 	 	Title:  	President 	 
	 



	 	 	 	 	 
	 	IRT Partners, L.P.

 	 
	 	By:  	Equity One, Inc.
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	/s/ Jeffrey S. Olson 	 
	 	 	Jeffrey S. Olson 	 
	 	 	President and Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee

 	 
	 	By:  	/s/ George Hogan
 	 
	 	 	Name:  	George Hogan 	 
	 	 	Title:  	Vice President 	 
	 



22









 






EXHIBIT A TO SUPPLEMENTAL INDENTURE



     [THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH
IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER:



     (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT), IS AWARE THAT THE TRANSFER TO IT IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE
SECURITIES ACT AND IS ACQUIRING THIS SECURITY IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES
ACT. IN THE CASE OF REGULATION S SECURITIES: BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF
REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND
IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE
SECURITIES ACT;



     (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED
SECURITIES THAT IT WILL NOT, WITHIN [IN THE CASE OF RULE 144A NOTES] TWO YEARS [IN THE CASE OF
REGULATION S NOTES, 40 DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THIS SECURITY AND THE
LAST DATE ON WHICH EQUITY ONE, INC. (“EQUITY ONE”) OR AN AFFILIATE THEREOF WAS THE OWNER OF THIS
SECURITY, RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO EQUITY ONE OR ANY OF ITS
SUBSIDIARIES, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
SECURITIES ACT, (C) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE
MEANING OF REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR (E) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND WHICH CONTINUES TO BE
EFFECTIVE AT THE TIME OF SUCH RESALE OR TRANSFER; AND



     (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED (OTHER
THAN A TRANSFER PURSUANT TO CLAUSE 2(D) OR 2(E) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN [TWO YEARS][40 DAYS] AFTER THE
LATER OF THE ORIGINAL ISSUE DATE OF THIS SECURITY AND THE LAST DATE ON WHICH EQUITY ONE OR AN
AFFILIATE THEREOF WAS THE OWNER OF THIS SECURITY, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET
FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS SECURITY TO THE
TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE). IF THE PROPOSED TRANSFER IS PURSUANT TO CLAUSE
2(D) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE (OR ANY SUCCESSOR
TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER



A-1









 







INFORMATION AS EQUITY ONE OR THE TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER
IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER
OF THIS SECURITY PURSUANT TO CLAUSE 2(D) OR 2(E) ABOVE OR THE EXPIRATION OF TWO YEARS FROM THE
LATER OF THE ORIGINAL ISSUE DATE OF THIS SECURITY AND THE LAST DATE ON WHICH EQUITY ONE OR AN
AFFILIATE THEREOF WAS THE OWNER OF THIS SECURITY.]1



     Unless this Certificate is presented by an authorized representative of The Depository Trust
Company, a New York corporation (“DTC”), to the Company (as defined below) or its agent for
registration of transfer, exchange or payment, and any certificate issued is registered in the name
of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.



	 	 	 	 	 
	Registered No.	 	Principal Amount	 	CUSIP No.:
	-001-
	 	[$150,000,000]
	 	[294752AE0]
	 
	 	 	 	[U2948DAA7]
	 
	 	 	 	[294752AF7]






EQUITY ONE, INC.




6.00% SENIOR NOTE DUE 2017




Unconditionally Guaranteed By The Guarantors Described Below




     EQUITY ONE, INC., a corporation duly organized and existing under the laws of the State of
Maryland (herein referred to as the “Company” which term shall include any successor
corporation under the Indenture hereinafter referred to), for value received, hereby promises to
pay to CEDE & CO., or registered assigns, upon presentation, the principal sum of ONE HUNDRED AND
FIFTY MILLION AND 00/100 DOLLARS on September 15, 2017, and to pay interest on the outstanding
principal amount thereon from April 18, 2007, or from the immediately preceding Interest Payment
Date to which interest has been paid or duly provided for, semi-annually in arrears on March 15 and
September 15 of each year, commencing September 15, 2007, at the rate of 6.00% per annum[, and any
Additional Interest or Shelf Registration Additional Interest, if applicable,]2 until
the entire principal hereof is paid or made available for payment. The interest so payable and
punctually paid or duly provided for on any Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose name this Security is registered at the close of business
on the Regular Record Date for such interest which shall be the March 1 or September 1 (whether or
not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly





 




			
	1	 	Insert in Restricted Securities only.
	 
	2	 	Insert in Restricted Securities only.




A-2









 









provided for shall forthwith cease to be payable to the Holder on such Regular Record Date,
and may either be paid to the Person in whose name this Security is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of the Notes not more than 15 days and not less
than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on which the Notes may be
listed, and upon such notice as may be required by such exchange, all as more fully provided in the
Indenture. Payment of the principal of and interest on this Security will be made at the office or
agency maintained for that purpose in the City of New York, New York, or elsewhere as provided in
the Indenture, in such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts; provided, however, that at the option of
the Company payments of principal and interest on the Notes may be made (i) by check mailed to the
address of the Person entitled thereto as such address shall appear in the Security Register or
(ii) by wire transfer to an account of the Person entitled thereto located inside the United
States.




     [The Holders are entitled to registration rights as set forth in the Registration Rights
Agreement. The Holders shall be entitled to receive additional interest in certain circumstances,
all as set forth in the Registration Rights Agreement.]3



     Securities of this series (herein called the “Notes”) are one of a duly authorized
issue of securities of the Company, issued and to be issued in one or more series under the
Indenture, dated as of September 9, 1998, as supplemented by Supplemental Indenture No. 1, dated as
of September 9, 1998, Supplemental Indenture No. 2, dated as of November 1, 1999, Supplemental
Indenture No. 3, dated as of February 12, 2003, Supplemental Indenture No. 4, dated as of March 26,
2004, Supplemental Indenture No. 5, dated as of April 23, 2004, Supplemental Indenture No. 6, dated
as of May 20, 2005, Supplemental Indenture No. 7, dated as of September 20, 2005, Supplemental
Indenture No. 8 dated as of December 30, 2005, Supplemental Indenture No. 9 dated as of March 10,
2006, Supplemental Indenture No. 10 dated as of August 18, 2006 and Supplemental Indenture No. 11
dated as of April 18, 2007 (“Supplemental Indenture No. 11”) (as so supplemented, herein
called the “Indenture”), among the Company, as successor to IRT Property Company, the
Guarantors listed in such Supplemental Indenture No. 11, and U.S. Bank National Association, as
successor to SunTrust Bank, as trustee (herein called the “Trustee,” which term includes
any successor trustee under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the
Notes and of the terms upon which the Notes are authenticated and delivered. This Security is one
of the series designated in the first page hereof, limited in aggregate principal amount to
$150,000,000, except as otherwise permitted by the Indenture.



     The Notes may be redeemed at any time at the option and in the sole discretion of the Company,
in whole or from time to time in part, at a redemption price equal to the sum of (i) the principal
amount of the Notes being redeemed plus accrued interest thereon to the redemption date and (ii)
the Make-Whole Amount, if any, with respect to such Notes (the “Redemption 





 




			
	3	 	Insert in Restricted Securities only.




A-3









 









Price”). If (i) notice has been given as provided in the next paragraph and (ii) funds
for the redemption of the Notes called for redemption shall have been made available as provided in
the Indenture on the redemption date referred to in such notice, such Notes will cease to bear
interest on the date fixed for such redemption specified in such notice, and the only right of the
Holders of such Notes will be to receive payment of the Redemption Price upon surrender of such
Notes in accordance with such notice.




     Notice of any optional redemption of any Notes will be given to Holders at their addresses, as
shown in the Security Register, not more than 60 nor less than 30 days prior to the date fixed for
redemption. The notice of redemption will specify, among other items, the Redemption Price and the
principal amount of the Notes held by each Holder to be redeemed. If less than all the Notes are to
be redeemed at the option and in the sole discretion of the Company, the Company will notify the
Trustee in writing at least 45 days prior to giving notice of redemption (or such shorter period as
is satisfactory to the Trustee) of the aggregate principal amount of the Notes to be redeemed and
their redemption date. The Trustee shall select not more than 60 days prior to the redemption date,
in such manner as it shall deem fair and appropriate, in its sole discretion, the Notes to be
redeemed in whole or in part.



     The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of
the Company on this Security and (b) certain restrictive covenants and the related defaults and
Events of Default applicable to the Company, in each case, upon compliance by the Company with
certain conditions set forth in the Indenture, which provisions apply to this Security.



     If an Event of Default with respect to the Notes shall occur and be continuing, the principal
of the Notes may be declared due and payable in the manner and with the effect provided in the
Indenture.



     As provided in and subject to the provisions of the Indenture, the Holder of this Security
shall not have the right to institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall
have previously given written notice to the Trustee of a continuing Event of Default with respect
to the Notes, the Holders of not less than 25% in principal amount of the Notes at the time
Outstanding shall have made written request to the Trustee to institute proceedings in respect of
such Event of Default as Trustee and offered the Trustee indemnity satisfactory to the Trustee and
the Trustee shall not have received from the Holders of a majority in principal amount of the Notes
at the time Outstanding a direction inconsistent with such request, and shall have failed to
institute any such proceeding, for 60 days after receipt of such written notice, request and offer
of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security
for the enforcement of any payment of principal hereof or any interest on or after the respective
due dates expressed herein.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series of Securities then Outstanding affected



A-4









 







thereby. The Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time Outstanding, on behalf
of the Holders of all Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation
of such consent or waiver is made upon this Security.



     No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any Place of Payment where
the principal of and interest on this are payable duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed
by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new
Securities of this series, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.



     The Notes are issuable only in registered form without coupons in denominations of $2,000 and
integral multiples of $1,000 in excess of that amount. As provided in the Indenture and subject to
certain limitations therein set forth, the Notes are exchangeable for a like aggregate principal
amount of Notes of a different authorized denomination, as requested by the Holder surrendering the
same.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.



     No recourse under or upon any obligation, covenant or agreement contained in the Indenture or
in this Security, or because of any indebtedness evidenced hereby or thereby, shall be had against
any promoter, as such, or against any past, present or future shareholder, officer or director, as
such, of the Company or of any successor, either directly or through the Company or any successor,
under any rule of law, statute or constitutional provision or by the enforcement of any assessment
or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and
released by the acceptance of this Security by the Holder thereof and as part of the consideration
for the issue of the Notes.



A-5









 





     All capitalized terms used in this Security which are not defined herein shall have the
meanings assigned to them in the Indenture.



     THE INDENTURE AND THE NOTES, INCLUDING THIS SECURITY, SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA.



     Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused “CUSIP” numbers to be printed on the Notes as a
convenience to the Holders of such Notes. No representation is made as to the correctness or
accuracy of such CUSIP numbers as printed on the Notes, and reliance may be placed only on the
other identification numbers printed hereon.



     Unless the certificate of authentication hereon has been executed by or on behalf of the
Trustee by manual signature, this Security shall not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose.



A-6









 





     IN WITNESS WHEREOF, EQUITY ONE, INC. has caused this instrument to be duly executed under its
corporate seal.



     Dated: April 18, 2007



	 	 	 	 	 
	 	EQUITY ONE, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Jeffrey S. Olson 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	[Corporate Seal]

 	 
	 	Attest:  	 	 
	 	 	Arthur L. Gallagher 	 
	 	 	Secretary 	 
	 



TRUSTEE’S CERTIFICATE OF AUTHENTICATION:





     This is one of the Notes referred to in the within-mentioned Indenture.



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee

 	 
	 	By:  	 	 
	 	 	George Hogan 	 
	 	 	Vice President 	 
	 




A-7









 





GUARANTY




     Each guarantor listed in Supplemental Indenture No. 11 (the “Guarantors”), dated as of
April 18, 2007 among Equity One, Inc., as successor to IRT Property Company (the
“Company”), the Guarantors and U.S. Bank National Association (as successor to SunTrust
Bank), as trustee (the “Trustee”) to the Indenture dated as of September 9, 1998, as
supplemented by Supplemental Indenture No. 1 dated as of September 9, 1998, Supplemental Indenture
No. 2, dated as of November 1, 1999, Supplemental Indenture No. 3, dated as of February 12, 2003,
Supplemental Indenture No. 4, dated as of March 26, 2004, Supplemental Indenture No. 5, dated as of
April 23, 2004, Supplemental Indenture No. 6, dated as of May 20, 2005, Supplemental Indenture No.
7, dated as of September 20, 2005, Supplemental Indenture No. 8, dated as of December 30, 2005,
Supplemental Indenture No. 9 dated as of March 10, 2006, Supplemental Indenture No. 10 dated as of
August 18, 2006 and Supplemental Indenture No. 11 dated as of April 18, 2007 (as so supplemented,
herein called the “Indenture”), has unconditionally guaranteed to the Trustee and the
Holder of the Guaranteed Securities upon which this Guaranty is endorsed full and prompt payment
and performance, when due, whether at maturity, by acceleration or otherwise, of (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 part 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
(collectively, the “Obligations”). Each Obligation shall rank pari passu with each other
Obligation.



     This Guaranty shall not be valid or obligatory for any purpose until the certificate of
authentication of the Note upon which this Guaranty is endorsed shall have been manually executed
by or on behalf of the Trustee under the Indenture.



     All capitalized terms used in this Guaranty which are not defined herein shall have the
meanings assigned to them in the Indenture.



     This Guaranty shall be governed by and construed in accordance with the laws of the State of
Georgia, except to the extent that the Trust Indenture Act shall be applicable.



     This Guaranty may be executed in any number of counterparts and by the different parties
hereto on separate counterparts and each such counterpart shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same agreement.



IN WITNESS WHEREOF, the Guarantors have caused this Guaranty to be duly executed under seal



Dated: April 18, 2007




A-8









 








	 	 	 	 	 
	 	GUARANTORS:





Cashmere Developments, Inc.

Centrefund (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.

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:  	 	 
	 	 	Name:  	Jeffrey S. Olson 	 
	 	 	Title:  	President 	 
	 



A-9









 





	 	 	 	 	 
	 	IRT Partners, L.P.

 	 
	 	By:  	Equity One, Inc.
 	 
	 	 	 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Jeffrey S. Olson 	 
	 	 	Title:  	President and Chief Executive Officer 	 



A-10









 






	 	 	 	 	 



ASSIGNMENT FORM





     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto



	 	 	 
	 

	 	 
	Please Insert Social Security Or Other Identifying Number Of Assignee

	 	(Please Print or Typewrite Name and Address including Zip Code of Assignee)





the within Security of Equity One, Inc. and hereby does irrevocably constitute and appoints
                                                                                
Attorney to transfer said Security on the books of the within-named
Company with full power of substitution in the premises.




     [In connection with any transfer of the Note prior to the expiration of the holding period
applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision)
(other than any transfer pursuant to a registration statement that has been declared effective
under the Securities Act), the undersigned confirms that such Note is being transferred:



     o To Equity One, Inc. or any of its subsidiaries; or



     o To a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act;
or



     o Through offers and sales that occur outside the United States within the meaning of
Regulation S under the Securities Act; or



     o Pursuant to the exemption from registration provided by Rule 144 under the Securities Act,
if available; or



     o Pursuant to a Registration Statement that has been declared effective under the Securities
Act and which continues to be effective at the time of such resale or transfer.



     Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes
evidenced by this certificate in the name of any person other than the registered holder
thereof.]4



     Dated:                                         Signature:                        
                                     



     NOTICE: The signature to this assignment must correspond with the name as it appears on the
first page of the within Security in every particular, without alteration or enlargement or any
change whatever.





 




			
	4	 	Insert in Restricted Securities only.




A-11