EX-4.2 Registration Rights Agreement



 





EXHIBIT 4.2




REGISTRATION RIGHTS AGREEMENT




     This REGISTRATION RIGHTS AGREEMENT dated as of April 18, 2007 (the “Agreement”) is entered
into by and among Equity One, Inc., a Maryland corporation (the “Company”), the guarantors listed
in Schedule 1 hereto (the “Guarantors”), and J.P. Morgan Securities Inc. (“JPMorgan”), and Deutsche
Bank Securities Inc., as representatives of the several initial purchasers (the “Initial
Purchasers”).



     The Company, the Guarantors and the Initial Purchasers are parties to the Purchase Agreement
dated April 11, 2007 (the “Purchase Agreement”), which provides for the sale by the Company to the
Initial Purchasers of $150,000,000 aggregate principal amount of the Company’s 6.00% Senior Notes
due 2017 (the “Securities”) which will be guaranteed on an unsecured basis by each of the
Guarantors. As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the
Company and the Guarantors have agreed to provide to the Initial Purchasers and their direct and
indirect transferees the registration rights set forth in this Agreement. The execution and
delivery of this Agreement is a condition to the closing under the Purchase Agreement.



     In consideration of the foregoing, the parties hereto agree as follows:



     1. Definitions. As used in this Agreement, the following terms shall have the
following meanings:



     “Business Day” shall mean any day that is not a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to remain closed.



     “Closing Date” shall mean the Closing Date as defined in the Purchase Agreement.



     “Company” shall have the meaning set forth in the preamble and shall also include the
Company’s successors.



     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.



     “Exchange Dates” shall have the meaning set forth in Section 2(a)(ii) hereof.



     “Exchange Offer” shall mean the exchange offer by the Company and the Guarantors of Exchange
Securities for Registrable Securities pursuant to Section 2(a) hereof.



 









 





     “Exchange Offer Registration” shall mean a registration under the Securities Act effected
pursuant to Section 2(a) hereof.



     “Exchange Offer Registration Statement” shall mean an exchange offer registration statement on
Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to
such registration statement, in each case including the Prospectus contained therein, all exhibits
thereto and any document incorporated by reference therein.



     “Exchange Securities” shall mean senior notes issued by the Company and guaranteed by the
Guarantors under the Indenture containing terms identical to the Securities (except that the
Exchange Securities will not be subject to restrictions on transfer or to any increase in annual
interest rate for failure to comply with this Agreement) and to be offered to Holders of
Registrable Securities in exchange for Securities pursuant to the Exchange Offer.



     “Guarantors” shall have the meaning set forth in the preamble and shall also include any
Guarantor’s successors.



     “Holders” shall mean the Initial Purchasers, for so long as they own any Registrable
Securities, and each of their successors, assigns and direct and indirect transferees who become
owners of Registrable Securities under the Indenture; provided that for purposes of Sections 4 and
5 of this Agreement, the term “Holders” shall include Participating Broker-Dealers.



     “Indenture” shall mean the Indenture relating to the Securities 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 to be dated as of April 18, 2007
among the Company (in some cases as successor to IRT Property Company), the Guarantors, as
guarantors, and U. S. Bank National Association (as successor to SunTrust Bank), as trustee, and as
the same may be amended from time to time in accordance with the terms thereof.



     “Initial Purchasers” shall have the meaning set forth in the preamble.



     “Inspector” shall have the meaning set forth in Section 3(a)(xiii) hereof.



     “JPMorgan” shall have the meaning set forth in the preamble.



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     “Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of
the outstanding Registrable Securities; provided that whenever the consent or approval of Holders
of a specified percentage of Registrable Securities is required hereunder, any Registrable
Securities owned directly or indirectly by the Company or any of its affiliates (as defined in Rule
405 under the Securities Act) shall not be counted in determining whether such consent or approval
was given by the Holders of such required percentage or amount; and provided, further, that if the
Company shall issue any additional Securities under the Indenture prior to consummation of the
Exchange Offer or, if applicable, the effectiveness of any Shelf Registration Statement, such
additional Securities and the Registrable Securities to which this Agreement relates shall be
treated together as one class for purposes of determining whether the consent or approval of
Holders of a specified percentage of Registrable Securities has been obtained.



     “Participating Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof.



     “Person” shall mean an individual, partnership, limited liability company, corporation, trust
or unincorporated organization, or a government or agency or political subdivision thereof.



     “Prospectus” shall mean the prospectus included in a Registration Statement, including any
preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus
supplement, including a prospectus supplement with respect to the terms of the offering of any
portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other
amendments and supplements to such prospectus, and in each case including any document incorporated
by reference therein.



     “Purchase Agreement” shall have the meaning set forth in the preamble.



     “Registrable Securities” shall mean the Securities; provided that the Securities shall cease
to be Registrable Securities (i) when a Registration Statement with respect to such Securities has
been declared effective under the Securities Act and such Securities have been exchanged or
disposed of pursuant to such Registration Statement, (ii) when such Securities are eligible to be
sold pursuant to Rule 144(k) (or any similar provision then in force, but not Rule 144A) under the
Securities Act or (iii) when such Securities cease to be outstanding.



     “Registration Expenses” shall mean any and all expenses incident to performance of or
compliance by the Company and the Guarantors with this Agreement, including without limitation: (i)
all SEC, stock exchange or National Association of Securities Dealers, Inc. registration and filing
fees, (ii) all fees and expenses incurred in connection with compliance with state securities or
blue sky laws (including reasonable fees and disbursements of counsel for any Underwriters or
Holders in connection with blue sky qualification of any Exchange Securities or Registrable
Securities), (iii) all expenses of any Persons in preparing or assisting in preparing, word
processing, printing and



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distributing any Registration Statement, any Prospectus and any amendments or supplements
thereto, any underwriting agreements, securities sales agreements or other similar agreements and
any other documents relating to the performance of and compliance with this Agreement, (iv) all
rating agency fees, (v) all fees and disbursements relating to the qualification of the Indenture
under applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel,
(vii) the fees and disbursements of counsel for the Company and the Guarantors and, in the case of
a Shelf Registration Statement, the fees and disbursements of one counsel for the Holders (which
counsel shall be selected by the Majority Holders and which counsel may also be counsel for the
Initial Purchasers) and (viii) the fees and disbursements of the independent public accountants of
the Company and the Guarantors, including the expenses of any special audits or “comfort” letters
required by or incident to the performance of and compliance with this Agreement, but excluding
fees and expenses of counsel to the Underwriters (other than fees and expenses set forth in clause
(ii) above) or the Holders and underwriting discounts and commissions, brokerage commissions and
transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder.



     “Registration Statement” shall mean any registration statement of the Company and the
Guarantors that covers any of the Exchange Securities or Registrable Securities pursuant to the
provisions of this Agreement and all amendments and supplements to any such registration statement,
including post-effective amendments, in each case including the Prospectus contained therein, all
exhibits thereto and any document incorporated by reference therein.



     “SEC” shall mean the United States Securities and Exchange Commission.



     “Securities Act” shall mean the Securities Act of 1933, as amended from time to time.



     “Shelf Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof.



     “Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof.



     “Shelf Registration Statement” shall mean a “shelf” registration statement of the Company and
the Guarantors that covers all or a portion of the Registrable Securities (but no other securities
unless approved by the Holders whose Registrable Securities are to be covered by such Shelf
Registration Statement) on an appropriate form under Rule 415 under the Securities Act, or any
similar rule that may be adopted by the SEC, and all amendments and supplements to such
registration statement, including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and any document incorporated by reference therein.



     “Staff” shall mean the staff of the SEC.



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     “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time to
time.



     “Trustee” shall mean the trustee with respect to the Securities under the Indenture.



     “Underwriter” shall have the meaning set forth in Section 3(e) hereof.



     “Underwritten Offering” shall mean an offering in which Registrable Securities are sold to an
Underwriter for reoffering to the public.



     2. Registration Under the Securities Act. (a) To the extent not prohibited by any
applicable law or applicable interpretations of the Staff, the Company and the Guarantors shall use
their reasonable best efforts to (i) cause to be filed an Exchange Offer Registration Statement
covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities
and (ii) have such Registration Statement remain effective until 180 days after the closing of the
Exchange Offer. The Company and the Guarantors shall commence the Exchange Offer promptly after
the Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable
best efforts to complete the Exchange Offer not later than 60 days after such effective date.



     The Company and the Guarantors shall commence the Exchange Offer by mailing the related
Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder
stating, in addition to such other disclosures as are required by applicable law, substantially the
following:




	(i)	 	that the Exchange Offer is being made pursuant to this Agreement and that all Registrable
Securities validly tendered and not properly withdrawn will be accepted for exchange;
	 
	(ii)	 	the dates of acceptance for exchange (which shall be a period of at least 20 Business Days
from the date such notice is mailed) (each, an “Exchange Date” and collectively, the “Exchange
Dates”);
	 
	(iii)	 	that any Registrable Security not tendered will remain outstanding and continue to accrue
interest (but not any Additional Interest) but will not retain any rights under this
Agreement;
	 
	(iv)	 	that any Holder electing to have a Registrable Security exchanged pursuant to the Exchange
Offer will be required to surrender such Registrable Security, together with the appropriate
letters of transmittal, to the institution and at the address (located in the Borough of
Manhattan, The City of New York) and in the manner specified in the notice, prior to the close
of business on the last Exchange Date; and




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	(v)	 	that any Holder will be entitled to withdraw its election, not later than the close of
business on the last Exchange Date, by sending to the institution and at the address (located
in the Borough of Manhattan, The City of New York) specified in the notice, a telegram, telex,
facsimile transmission or letter setting forth the name of such Holder, the principal amount
of Registrable Securities delivered for exchange and a statement that such Holder is
withdrawing its election to have such Securities exchanged.





     As a condition to participating in the Exchange Offer, a Holder will be required to represent
to the Company and the Guarantors that (i) any Exchange Securities to be received by it will be
acquired in the ordinary course of its business, (ii) at the time of the commencement of the
Exchange Offer it has no arrangement or understanding with any Person to participate in the
distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of
the provisions of the Securities Act, (iii) it is not an “affiliate” (within the meaning of Rule
405 under the Securities Act) of the Company or any Guarantor and (iv) if such Holder is a
broker-dealer that will receive Exchange Securities for its own account in exchange for Registrable
Securities that were acquired as a result of market-making or other trading activities, then such
Holder will deliver a Prospectus in connection with any resale of such Exchange Securities.



     As soon as practicable after the last Exchange Date, the Company and the Guarantors shall:




	(i)	 	accept for exchange Registrable Securities or portions thereof validly tendered and not
properly withdrawn pursuant to the Exchange Offer; and
	 
	(ii)	 	deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities
or portions thereof so accepted for exchange by the Company and issue, and cause the Trustee
to promptly authenticate and deliver to each Holder, Exchange Securities equal in principal
amount to the principal amount of the Registrable Securities surrendered by such Holder.





     The Company and the Guarantors shall use their reasonable best efforts to complete the
Exchange Offer as provided above and shall comply in all material respects with the applicable
requirements of the Securities Act, the Exchange Act and other applicable laws and regulations in
connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions,
other than that the Exchange Offer does not violate any applicable law or applicable
interpretations of the Staff.



     (b) In the event that (i) the Company and the Guarantors determine that the Exchange Offer
Registration provided for in Section 2(a) above is not available or may not be completed as soon as
practicable after the last Exchange Date because it would violate any applicable law or applicable
interpretations of the Staff, (ii) the Exchange Offer is not for any other reason completed by
January 13, 2008 or (iii) the Exchange Offer has been completed and the Initial Purchasers upon the
advice of counsel determine that a Registration Statement must be filed and a Prospectus must be
delivered by the



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Initial Purchasers in connection with any offering or sale of Registrable Securities because
the Securities held by it are or were not eligible to be exchanged for Exchange Securities in the
Exchange Offer, the Company and the Guarantors shall use their reasonable best efforts to cause to
be filed as soon as practicable after such determination, date or request, as the case may be, a
Shelf Registration Statement providing for the sale of all the Registrable Securities by the
Holders thereof and to have such Shelf Registration Statement declared effective by the SEC.



     In the event that the Company and the Guarantors are required to file a Shelf Registration
Statement pursuant to clause (iii) of the preceding sentence, the Company and the Guarantors shall
use their reasonable best efforts to file and have declared effective by the SEC both an Exchange
Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities
and a Shelf Registration Statement (which may be a combined Registration Statement with the
Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities
held by the Initial Purchasers after completion of the Exchange Offer.



     The Company and the Guarantors agree to use their reasonable best efforts to keep the Shelf
Registration Statement continuously effective until the expiration of the period referred to in
Rule 144(k) (or any similar rule then in force, but not Rule 144A) under the Securities Act with
respect to the Registrable Securities or such shorter period that will terminate when all the
Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the
Shelf Registration Statement (the “Shelf Effectiveness Period”). The Company and the Guarantors
further agree to supplement or amend the Shelf Registration Statement and the related Prospectus if
required by the rules, regulations or instructions applicable to the registration form used by the
Company for such Shelf Registration Statement or by the Securities Act or by any other rules and
regulations thereunder for shelf registration or if reasonably requested by a Holder of Registrable
Securities with respect to information relating to such Holder, and to use their reasonable best
efforts to cause any such amendment to become effective and such Shelf Registration Statement and
Prospectus to become usable as soon as thereafter practicable. The Company and the Guarantors
agree to furnish to the Holders of Registrable Securities copies of any such supplement or
amendment promptly after its being used or filed with the SEC. Notwithstanding the foregoing, to
the extent that a Shelf Registration Statement is required to be filed pursuant to Section 2(b)(ii)
and the Exchange Offer is consummated on a date that is later than January 13, 2008, upon the
completion of the Exchange Offer, the Company and the Guarantors will no longer be required to make
effective or continue the effectiveness of the Shelf Registration Statement, except as may be
required pursuant to Section 2(b)(i) or (iii).



     (c) The Company and the Guarantors shall pay all Registration Expenses in connection with any
registration pursuant to Section 2(a) or Section 2(b) hereof. Each Holder shall pay all
underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating
to the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf
Registration Statement.



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     (d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf
Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective
unless it has been declared effective by the SEC.



     In the event that either the Exchange Offer is not completed or the Shelf Registration
Statement, if required hereby, is not declared effective on or prior to January 13, 2008, the
interest rate on the Registrable Securities 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 Securities (“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 Securities shall revert
to the original interest rate on the Closing Date and the Company and the Guarantors shall no
longer be required to pay Additional Interest.



     If the Shelf Registration Statement, if required hereby, 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 Registrable Securities 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 Securities (“Shelf Registration Additional Interest”). At the time that the
Shelf Registration has again been declared effective or the Prospectus again becomes useable, the
interest rate on the Securities shall revert to the original interest rate on the Closing Date and
the Company and the Guarantors shall no longer be required to pay Shelf Registration Additional
Interest.



     (e) Without limiting the remedies available to the Initial Purchasers and the Holders, the
Company and the Guarantors acknowledge that any failure by the Company or the Guarantors to comply
with their obligations under Section 2(a) and Section 2(b) hereof may result in material
irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy
at law, that it will not be possible to measure damages for such injuries precisely and that, in
the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may
be required to specifically enforce the Company’s and the Guarantors’ obligations under Section
2(a) and Section 2(b) hereof.



     3. Registration Procedures. (a) In connection with their obligations pursuant to
Section 2(a) and Section 2(b) hereof, the Company and the Guarantors shall as expeditiously as
possible:



     (i) prepare and file with the SEC a Registration Statement on the appropriate form under the
Securities Act, which form (x) shall be selected by the Company and the Guarantors, (y) shall, in
the case of a Shelf Registration, be available for the sale of the



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Registrable Securities by the Holders thereof and (z) shall comply as to form in all material
respects with the requirements of the applicable form and include all financial statements required
by the SEC to be filed therewith; and use their reasonable best efforts to cause such Registration
Statement to become effective and remain effective for the applicable period in accordance with
Section 2 hereof;



     (ii) prepare and file with the SEC such amendments and post-effective amendments to each
Registration Statement as may be necessary to keep such Registration Statement effective for the
applicable period in accordance with Section 2 hereof and cause each Prospectus to be supplemented
by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424
under the Securities Act; and to comply fully with the applicable provisions of Rule 424 and 430A
under the Securities Act in a timely manner; and keep each Prospectus current during the period
described in Section 4(3) of and Rule 174 under the Securities Act that is applicable to
transactions by brokers or dealers with respect to the Registrable Securities or Exchange
Securities;



     (iii) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities,
to counsel for the Initial Purchasers, to counsel for such Holders and to each Underwriter of an
Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each
Prospectus, including each preliminary Prospectus, and any amendment or supplement thereto, in
order to facilitate the sale or other disposition of the Registrable Securities thereunder; and the
Company and the Guarantors consent to the use of such Prospectus and any amendment or supplement
thereto in accordance with applicable law by each of the Holders of Registrable Securities and any
such Underwriters in connection with the offering and sale of the Registrable Securities covered by
and in the manner described in such Prospectus or any amendment or supplement thereto in accordance
with applicable law;



     (iv) use their reasonable best efforts to register or qualify the Registrable Securities under
all applicable state securities or blue sky laws of such jurisdictions as any Holder of Registrable
Securities covered by a Registration Statement shall reasonably request in writing by the time the
applicable Registration Statement is declared effective by the SEC; cooperate with such Holders in
connection with any filings required to be made with the National Association of Securities
Dealers, Inc.; and do any and all other acts and things that may be reasonably necessary or
advisable to enable each Holder to complete the disposition in each such jurisdiction of the
Registrable Securities owned by such Holder; provided that neither the Company nor any
Guarantor shall be required to (1) qualify as a foreign corporation or other entity or as a dealer
in securities in any such jurisdiction where it would not otherwise be required to so qualify, (2)
file any general consent to service of process in any such jurisdiction or (3) subject itself to
taxation in any such jurisdiction if it is not so subject;



     (v) in the case of a Shelf Registration, notify each Holder of Registrable Securities, counsel
for such Holders and counsel for the Initial Purchasers promptly and, if requested by any such
Holder or counsel, confirm such advice in writing (1) when a



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Registration Statement has become effective and when any post-effective amendment thereto has
been filed and becomes effective, (2) of any request by the SEC or any state securities authority
for amendments and supplements to a Registration Statement and Prospectus or for additional
information after the Registration Statement has become effective, (3) of the issuance by the SEC
or any state securities authority of any stop order suspending the effectiveness of a Registration
Statement or the initiation of any proceedings for that purpose, (4) if, between the effective date
of a Registration Statement and the closing of any sale of Registrable Securities covered thereby,
the representations and warranties of the Company or any Guarantor contained in any underwriting
agreement, securities sales agreement or other similar agreement, if any, relating to an offering
of such Registrable Securities cease to be true and correct in all material respects or if the
Company or any Guarantor receives any notification with respect to the suspension of the
qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any
proceeding for such purpose, (5) of the happening of any event during the period a Shelf
Registration Statement is effective that makes any statement made in such Registration Statement or
the related Prospectus untrue in any material respect or that requires the making of any changes in
such Registration Statement or Prospectus in order to make the statements therein not misleading
and (6) of any determination by the Company or any Guarantor that a post-effective amendment to a
Registration Statement would be appropriate;



     (vi) use their reasonable best efforts to obtain the withdrawal of any order suspending the
effectiveness of a Registration Statement at the earliest possible moment and provide immediate
notice to each Holder of the withdrawal of any such order;



     (vii) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities,
without charge, at least one conformed copy of each Registration Statement and any post-effective
amendment thereto (without any documents incorporated therein by reference or exhibits thereto,
unless requested);



     (viii) in the case of a Shelf Registration, cooperate with the Holders of Registrable
Securities to facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be sold and not bearing any restrictive legends and enable such
Registrable Securities to be issued in such denominations and registered in such names (consistent
with the provisions of the Indenture) as such Holders may reasonably request at least one Business
Day prior to the closing of any sale of Registrable Securities;



     (ix) in the case of a Shelf Registration, upon the occurrence of any event contemplated by
Section 3(a)(v)(5) hereof, use their reasonable best efforts to prepare and file with the SEC a
supplement or post-effective amendment to such Shelf Registration Statement or the related
Prospectus or any document incorporated therein by reference or file any other required document so
that, as thereafter delivered to purchasers of the Registrable Securities, such Prospectus will not
contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements therein, in the light of the circumstances under which they were made, not
misleading; and the



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Company and the Guarantors shall notify the Holders of Registrable Securities to suspend use
of the Prospectus as promptly as practicable after the occurrence of such an event, and such
Holders hereby agree to suspend use of the Prospectus until the Company and the Guarantors have
amended or supplemented the Prospectus to correct such misstatement or omission;



     (x) a reasonable time prior to the filing of any Registration Statement, any Prospectus, any
amendment to a Registration Statement or amendment or supplement to a Prospectus or of any document
that is to be incorporated by reference into a Registration Statement or a Prospectus after initial
filing of a Registration Statement, provide copies of such document to the Initial Purchasers and
their counsel (and, in the case of a Shelf Registration Statement, to the Holders of Registrable
Securities and their counsel) and make such of the representatives of the Company and the
Guarantors as shall be reasonably requested by the Initial Purchasers or their counsel (and, in the
case of a Shelf Registration Statement, the Holders of Registrable Securities or their counsel)
available for discussion of such document; and the Company and the Guarantors shall not, at any
time after initial filing of a Registration Statement, file any Prospectus, any amendment of or
supplement to a Registration Statement or a Prospectus, or any document that is to be incorporated
by reference into a Registration Statement or a Prospectus, of which the Initial Purchasers and
their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable
Securities and their counsel) shall not have previously been advised and furnished a copy or to
which the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement,
the Holders of Registrable Securities or their counsel) shall reasonably object;



     (xi) obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case
may be, not later than the effective date of a Registration Statement;



     (xii) cause the Indenture to be qualified under the Trust Indenture Act in connection with the
registration of the Exchange Securities or Registrable Securities, as the case may be; cooperate
with the Trustee and the Holders to effect such changes to the Indenture as may be required for the
Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and execute,
and use their reasonable best efforts to cause the Trustee to execute, all documents as may be
required to effect such changes and all other forms and documents required to be filed with the SEC
to enable the Indenture to be so qualified in a timely manner;



     (xiii) in the case of a Shelf Registration, make available for inspection by a representative
of the Holders of the Registrable Securities (an “Inspector”), any Underwriter participating in any
disposition pursuant to such Shelf Registration Statement, any attorneys and accountants designated
by the Holders of Registrable Securities and any attorneys and accountants designated by such
Underwriter, at reasonable times and in a reasonable manner, all pertinent financial and other
records, documents and properties of the Company and the Guarantors, and cause the respective
officers, directors and employees of the Company and the Guarantors to supply all



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information reasonably requested by any such Inspector, Underwriter, attorney or accountant in
connection with a Shelf Registration Statement; provided that if any such information is
identified by the Company or any Guarantor as being confidential or proprietary, each Person
receiving such information shall take such actions as are reasonably necessary to protect the
confidentiality of such information to the extent such action is otherwise not inconsistent with,
an impairment of or in derogation of the rights and interests of any Inspector, Holder or
Underwriter);



     (xiv) in the case of a Shelf Registration, use their reasonable best efforts to cause all
Registrable Securities to be listed on any securities exchange or any automated quotation system on
which similar securities issued or guaranteed by the Company or any Guarantor are then listed if
requested by the Majority Holders, to the extent such Registrable Securities satisfy applicable
listing requirements;



     (xv) if reasonably requested by any Holder of Registrable Securities covered by a Shelf
Registration Statement, promptly include in a Prospectus supplement or post-effective amendment
such information with respect to such Holder as such Holder reasonably requests to be included
therein and make all required filings of such Prospectus supplement or such post-effective
amendment as soon as the Company has received notification of the matters to be so included in such
filing; and



     (xvi) in the case of a Shelf Registration, enter into such customary agreements and take all
such other actions in connection therewith (including those requested by the Holders of a majority
in principal amount of the Registrable Securities being sold) in order to expedite or facilitate
the disposition of such Registrable Securities including, but not limited to, an Underwritten
Offering and in such connection, (1) to the extent possible, make such representations and
warranties to the Holders and any Underwriters of such Registrable Securities with respect to the
business of the Company and its subsidiaries and the Registration Statement, Prospectus and
documents incorporated by reference or deemed incorporated by reference, if any, in each case, in
form, substance and scope as are customarily made by the Company and the Guarantors to underwriters
in underwritten offerings and confirm the same if and when requested, (2) obtain opinions of
counsel to the Company and the Guarantors (which counsel and opinions, in form, scope and
substance, shall be reasonably satisfactory to the Holders and such Underwriters and their
respective counsel) addressed to each selling Holder and Underwriter of Registrable Securities,
covering the matters customarily covered in opinions requested in underwritten offerings, (3)
obtain “comfort” letters from the independent registered public accountants of the Company and the
Guarantors (and, if necessary, any other certified public accountant of any subsidiary of the
Company or any Guarantor, or of any business acquired by the Company or any Guarantor for which
financial statements and financial data are or are required to be included in the Registration
Statement) addressed to each selling Holder and Underwriter of Registrable Securities, such letters
to be in customary form and covering matters of the type customarily covered in “comfort” letters
in connection with underwritten offerings and (4) deliver such documents and certificates as may be
reasonably requested by the Holders of a majority in principal amount of the Registrable Securities
being sold or the



12









 







Underwriters, and which are customarily delivered in underwritten offerings, to evidence the
continued validity of the representations and warranties of the Company and the Guarantors made
pursuant to clause (1) above and to evidence compliance with any customary conditions contained in
an underwriting agreement.



     (b) In the case of a Shelf Registration Statement, the Company may require each Holder of
Registrable Securities to furnish to the Company such information regarding such Holder and the
proposed disposition by such Holder of such Registrable Securities as the Company and the
Guarantors may from time to time reasonably request in writing. In addition, each selling Holder
agrees to promptly furnish additional information required under Item 507 of Regulation S-K. So
long as any Holder fails to furnish such information in a reasonably timely manner after receiving
the request in writing (but in any event, such Holder shall have not less than 10 days to respond
to such request), the Company and the Guarantors shall (i) have no obligation under this Agreement
to provide for the disposition of such Holder’s Registrable Securities in the Shelf Registration
Statement in respect to which such information was requested, (ii) not be required to provide for
the disposition of such Holder’s Registrable Securities in any post-effective amendment to such
Shelf Registration Statement or any future Shelf Registration Statement that is not otherwise
required to be filed and (iii) not be required to pay any Additional Interest as provided in
Section 2(d) hereof. Each Holder including Registrable Securities in a Shelf Registration
Statement shall agree to furnish promptly to the Company all information regarding such Holder and
the proposed distribution by the Holder of such Registrable Securities required under Regulation
S-K.



     (c) In the case of a Shelf Registration Statement, each Holder of Registrable Securities
agrees that, upon receipt of any notice from the Company and the Guarantors of the happening of any
event of the kind described in Section 3(a)(v)(3) or 3(a)(v)(5) hereof, such Holder will forthwith
discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement
until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 3(a)(ix) hereof and, if so directed by the Company and the Guarantors, such Holder will
deliver to the Company and the Guarantors all copies in its possession, other than permanent file
copies then in such Holder’s possession, of the Prospectus covering such Registrable Securities
that is current at the time of receipt of such notice.



     (d) If the Company and the Guarantors shall give any notice pursuant to Section 3(c) hereof to
suspend the disposition of Registrable Securities pursuant to a Shelf Registration Statement, the
Company and the Guarantors shall extend the period during which such Shelf Registration Statement
shall be maintained effective pursuant to this Agreement by the number of days during the period
from and including the date of the giving of such notice to and including the date when the Holders
of such Registrable Securities shall have received copies of the supplemented or amended Prospectus
necessary to resume such dispositions. The Company and the Guarantors may give any such notice only
twice during any 365-day period and any such suspensions shall not exceed 60 days (whether or not
consecutive) in the aggregate during any 365-day period.



13









 





     (e) The Holders of Registrable Securities covered by a Shelf Registration Statement who desire
to do so may sell such Registrable Securities in an Underwritten Offering. In any such
Underwritten Offering, the investment bank or investment banks and manager or managers (each an
“Underwriter”) that will administer the offering will be selected by the Holders of a majority in
principal amount of the Registrable Securities included in such offering, subject to the approval
of the Company, which approval shall not be unreasonably withheld.



     4. Participation of Broker-Dealers in Exchange Offer. (a) The Staff has taken the
position that any broker-dealer that receives Exchange Securities for its own account in the
Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of
market-making or other trading activities (a “Participating Broker-Dealer”) may be deemed to be an
“underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such Exchange Securities.



     The Company and the Guarantors understand that it is the Staff’s position that if the
Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution
containing a statement to the above effect and the means by which Participating Broker-Dealers may
resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the
amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating
Broker-Dealers to satisfy their prospectus delivery obligation under the Securities Act in
connection with resales of Exchange Securities for their own accounts, so long as the Prospectus
otherwise meets the requirements of the Securities Act.



     (b) In light of the above, and notwithstanding the other provisions of this Agreement, the
Company and the Guarantors agree to amend or supplement the Prospectus contained in the Exchange
Offer Registration Statement for a period of up to 180 days after the last Exchange Date (as such
period may be extended pursuant to Section 3(d) of this Agreement), if requested by the Initial
Purchasers or by one or more Participating Broker-Dealers, in order to expedite or facilitate the
disposition of any Exchange Securities by Participating Broker-Dealers consistent with the
positions of the Staff recited in Section 4(a) above. The Company and the Guarantors further agree
that Participating Broker-Dealers shall be authorized to deliver such Prospectus during such period
in connection with the resales contemplated by this Section 4; provided that the Company and the
Guarantors shall not be required to amend or supplement the Prospectus contained in the Exchange
Offer Registration Statement, as would otherwise be contemplated by Section 3(i), (A) after the
Participating Broker-Dealers shall have disposed of the Registrable Securities or (B) for a period
exceeding 180 days after the last Exchange Date (as such period may be extended pursuant to the
penultimate paragraph of Section 3 of this Agreement) and Participating Broker-Dealers shall not be
authorized by the Company and the Guarantors to deliver and shall not deliver such Prospectus after
such date or period in connection with the resales contemplated by this Section 4; and (ii) the
application of the Shelf Registration procedures set forth in Section 3 of this Agreement to the
Exchange Offer Registration, to the extent not required by the positions



14









 







of the Staff or the Securities Act and the rules and regulations thereunder, will be in
conformity with the reasonable request to the Company and the Guarantors by the Initial Purchasers
or with the reasonable request in writing to the Company by one or more broker-dealers who certify
to the Initial Purchasers and the Company and the Guarantors in writing that they anticipate that
they will be Participating Broker-Dealers; and provided further that, in connection
with such application of the Shelf Registration procedures set forth in Section 3 to the Exchange
Offer Registration, the Company and the Guarantors shall be obligated (x) to deal only with one
entity representing the Participating Broker-Dealers, which shall be JP Morgan unless it elects not
to act as such representative, (y) to pay the fees and expenses of only one counsel representing
the Participating Broker-Dealers, which shall be counsel to the Initial Purchasers unless such
counsel elects not to so act and (z) to cause to be delivered only one, if any, “cold comfort”
letter with respect to the Prospectus in the form existing on the last Exchange Date and with
respect to each subsequent amendment to supplement, if any, effected during the period specified in
clause (i) above.



     (c) The Initial Purchasers shall have no liability to the Company, any Guarantor or any Holder
with respect to any request that they may make pursuant to Section 4(b) above.



     5. Indemnification and Contribution. (a) The Company and each Guarantor, jointly and
severally, agree to indemnify and hold harmless each Initial Purchaser and each Holder, their
respective affiliates, directors and officers and each Person, if any, who controls any Initial
Purchaser or any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act, from and against any and all losses, claims, damages and liabilities (including,
without limitation, legal fees and other expenses incurred in connection with any suit, action or
proceeding or any claim asserted, as such fees and expenses are incurred), that arise out of, or
are based upon, any untrue statement or alleged untrue statement of a material fact contained in
any Registration Statement or any Prospectus or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading, except insofar as
such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement
or omission or alleged untrue statement or omission made in reliance upon and in conformity with
any information relating to any Initial Purchaser or information relating to any Holder furnished
to the Company in writing through JPMorgan or any selling Holder expressly for use therein. In
connection with any Underwritten Offering permitted by Section 3, the Company and the Guarantors,
jointly and severally, will also indemnify the Underwriters, if any, selling brokers, dealers and
similar securities industry professionals participating in the distribution, their respective
affiliates and each Person who controls such Persons (within the meaning of the Securities Act and
the Exchange Act) to the same extent as provided above with respect to the indemnification of the
Holders, if requested in connection with any Registration Statement.




15








 





     (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company,
the Guarantors, the Initial Purchasers and the other selling Holders, the directors of the Company
and the Guarantors, each officer of the Company and the Guarantors who signed the Registration
Statement and each Person, if any, who controls the Company, the Guarantors, any Initial Purchaser
and any other selling Holder within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only
with respect to any losses, claims, damages or liabilities that arise out of, or are based upon,
any untrue statement or omission or alleged untrue statement or omission made in reliance upon and
in conformity with any information relating to such Holder furnished to the Company in writing by
such Holder expressly for use in any Registration Statement and any Prospectus.



     (c) If any suit, action, proceeding (including any governmental or regulatory investigation),
claim or demand shall be brought or asserted against any Person in respect of which indemnification
may be sought pursuant to either paragraph (a) or (b) above, such Person (the “Indemnified Person”)
shall promptly notify the Person against whom such indemnification may be sought (the “Indemnifying
Person”) in writing; provided that the failure to notify the Indemnifying Person shall not
relieve it from any liability that it may have under this Section 5 except to the extent that it
has been prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and
provided, further, that the failure to notify the Indemnifying Person shall not
relieve it from any liability that it may have to an Indemnified Person otherwise than under this
Section 5. If any such proceeding shall be brought or asserted against an Indemnified Person and
it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain
counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and
any others entitled to indemnification pursuant to this Section 5 that the Indemnifying Person may
designate in such proceeding and shall pay the fees and expenses of such counsel related to such
proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to
retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such
Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have
mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time
to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person
upon the advice of counsel shall have reasonably concluded that there may be legal defenses
available to it that are different from or in addition to those available to the Indemnifying
Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include
both the Indemnifying Person and the Indemnified Person and representation of both parties by the
same counsel would be inappropriate due to actual or potential differing interests between them.
It is understood and agreed that the Indemnifying Person shall not, in connection with any
proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of
more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and
that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm
(x) for any Initial Purchaser, its affiliates, directors and officers and any control Persons of
such Initial Purchaser shall be designated in writing by JPMorgan, (y) for any Holder, its
directors and officers and any



16









 







control Persons of such Holder shall be designated in writing by the Majority Holders and (z) in
all other cases shall be designated in writing by the Company. The Indemnifying Person shall not
be liable for any settlement of any proceeding effected without its written consent, but if settled
with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees
to indemnify each Indemnified Person from and against any loss or liability by reason of such
settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified
Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees
and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable
for any settlement of any proceeding effected without its written consent if (i) such settlement is
entered into more than 30 days after receipt by the Indemnifying Person of such request and (ii)
the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such
request prior to the date of such settlement. No Indemnifying Person shall, without the written
consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in
respect of which any Indemnified Person is or could have been a party and indemnification could
have been sought hereunder by such Indemnified Person, unless such settlement (A) includes an
unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to
such Indemnified Person, from all liability on claims that are the subject matter of such
proceeding and (B) does not include any statement as to or any admission of fault, culpability or a
failure to act by or on behalf of any Indemnified Person.



     (d) If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an
Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities
referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying
such Indemnified Person thereunder, shall contribute to the amount paid or payable by such
Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such
proportion as is appropriate to reflect the relative benefits received by the Company and the
Guarantors from the offering of the Securities and the Exchange Securities, on the one hand, and by
the Holders from receiving Securities or Exchange Securities registered under the Securities Act,
on the other hand, or (ii) if the allocation provided by clause (i) is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative benefits referred to in
clause (i) but also the relative fault of the Company and the Guarantors on the one hand and the
Holders on the other in connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable considerations. The
relative fault of the Company and the Guarantors on the one hand and the Holders on the other shall
be determined by reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company and the Guarantors or by the Holders and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such statement or
omission.



     (e) The Company, the Guarantors and the Holders agree that it would not be just and equitable
if contribution pursuant to this Section 5 were determined by pro rata allocation
(even if the Holders were treated as one entity for such purpose) or by any



17









 







other method of allocation that does not take account of the equitable considerations referred to
in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the
losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to
include, subject to the limitations set forth above, any legal or other expenses incurred by such
Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of
this Section 5, in no event shall a Holder be required to contribute any amount in excess of the
amount by which the total price at which the Securities or Exchange Securities sold by such Holder
exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be
entitled to indemnification or contribution from any Person who was not guilty of such fraudulent
misrepresentation.



     (f) The remedies provided for in this Section 5 are not exclusive and shall not limit any
rights or remedies that may otherwise be available to any Indemnified Person at law or in equity.



     (g) The indemnity and contribution provisions contained in this Section 5 shall remain
operative and in full force and effect regardless of (i) any termination of this Agreement, (ii)
any investigation made by or on behalf of the Initial Purchasers or any Holder or any Person
controlling any Initial Purchaser or any Holder, or by or on behalf of the Company or the
Guarantors or the officers or directors of or any Person controlling the Company or the Guarantors,
(iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities
pursuant to a Shelf Registration Statement.



     6. General.



     (a) No Inconsistent Agreements. The Company and the Guarantors represent, warrant and agree
that (i) the rights granted to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of any other outstanding securities issued or
guaranteed by the Company or any Guarantor under any other agreement and (ii) neither the Company
nor any Guarantor has entered into, or on or after the date of this Agreement will enter into, any
agreement that is inconsistent with the rights granted to the Holders of Registrable Securities in
this Agreement or otherwise conflicts with the provisions hereof.



     (b) Amendments and Waivers. The provisions of this Agreement, including the provisions of
this sentence, may not be amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given unless the Company and the Guarantors have obtained the
written consent of Holders of at least a majority in aggregate principal amount of the outstanding
Registrable Securities affected by such amendment, modification, supplement, waiver or consent;
provided that no amendment, modification, supplement, waiver or consent to any departure
from the provisions of Section 5 hereof shall be effective as against any Holder of Registrable
Securities unless consented to in writing by such Holder. Any amendments,



18









 







modifications, supplements, waivers or consents pursuant to this Section 6(b) shall be by a
writing executed by each of the parties hereto.



     (c) Notices. All notices and other communications provided for or permitted hereunder shall
be made in writing by hand-delivery, registered first-class mail, telecopier, or any courier
guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such
Holder to the Company by means of a notice given in accordance with the provisions of this Section
6(c), which address initially is, with respect to the Initial Purchasers, the address set forth in
the Purchase Agreement; (ii) if to the Company and the Guarantors, initially at the Company’s
address set forth in the Purchase Agreement and thereafter at such other address, notice of which
is given in accordance with the provisions of this Section 6(c); and (iii) to such other persons at
their respective addresses as provided in the Purchase Agreement and thereafter at such other
address, notice of which is given in accordance with the provisions of this Section 6(c). All such
notices and communications shall be deemed to have been duly given: at the time delivered by hand,
if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if
mailed; when receipt is acknowledged, if telecopied; and on the next Business Day if timely
delivered to an air courier guaranteeing overnight delivery. Copies of all such notices, demands
or other communications shall be concurrently delivered by the Person giving the same to the
Trustee, at the address specified in the Indenture.



     (d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon
the successors, assigns and transferees of each of the parties, including, without limitation and
without the need for an express assignment, subsequent Holders; provided that nothing
herein shall be deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Purchase Agreement or the Indenture. If any transferee
of any Holder shall acquire Registrable Securities in any manner, whether by operation of law or
otherwise, such Registrable Securities shall be held subject to all the terms of this Agreement,
and by taking and holding such Registrable Securities such Person shall be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of this Agreement and
such Person shall be entitled to receive the benefits hereof. The Initial Purchasers (in their
capacity as Initial Purchasers) shall have no liability or obligation to the Company or the
Guarantors with respect to any failure by a Holder to comply with, or any breach by any Holder of,
any of the obligations of such Holder under this Agreement.



     (e) Third Party Beneficiaries. Each Holder shall be a third party beneficiary to the
agreements made hereunder between the Company and the Guarantors, on the one hand, and the Initial
Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the
extent it deems such enforcement necessary or advisable to protect its rights or the rights of
other Holders hereunder.



     (f) Rule 144A. The Company hereby agrees with each Holder, for so long as any Registrable
Securities remain outstanding, to make available to any Holder or beneficial owner of Registrable
Securities in connection with any sale thereof and any



19









 







prospective purchaser of such Registrable Securities from such Holder or beneficial owner, the
information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such
Registrable Securities pursuant to Rule 144A under the Securities Act.



     (g) Counterparts. This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same agreement. Facsimile
signatures shall constitute original signatures for all purposes of this Agreement.



     (h) Headings. The headings in this Agreement are for convenience of reference only, are not a
part of this Agreement and shall not limit or otherwise affect the meaning hereof.



     (i) Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.



     (j) Miscellaneous. This Agreement contains the entire agreement between the parties relating
to the subject matter hereof and supersedes all oral statements and prior writings with respect
thereto. If any term, provision, covenant or restriction contained in this Agreement is held by a
court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the
remainder of the terms, provisions, covenants and restrictions contained herein shall remain in
full force and effect and shall in no way be affected, impaired or invalidated. The Company, the
Guarantors and the Initial Purchasers shall endeavor in good faith negotiations to replace the
invalid, void or unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, void or unenforceable provisions.



20









 





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 
	 	EQUITY ONE, INC.

 	 
	 	By:  	/s/ Gregory R. Andrews
 	 
	 	 	Name:  	Gregory R. Andrews 	 
	 	 	Title:  	Executive Vice President & Chief

Financial Officer 	 
	 
	 	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:  	                                         /s/ Gregory R. Andrews
 	 
	 	 	Gregory R. Andrews 	 
	 	 	Executive Vice President and CFO 	 



21









 






	 	 	 	 	 



	 	 	 	 	 
	 	IRT Partners, L.P.

 	 
	 	By:  	Equity One, Inc., its general partner
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                              /s/ Gregory R. Andrews
 	 
	 	 	Gregory R. Andrews 	 
	 	 	Executive Vice President and

Chief Financial Officer 	 



22









 






	 	 	 	 	 



The foregoing Agreement is hereby confirmed and accepted as of the date first above written.



	 	 	 	 	 
	J.P. Morgan Securities Inc.

 	 
	By:  	/s/
Robert Bottamedi
 	 
	 	Name:  	Robert Bottamedi 	 
	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	Deutsche Bank Securities Inc.

 	 
	By:  	/s/
Jared Birnbaum
 	 
	 	Name:  	Jared Birnbaum 	 
	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	 
	By:  	/s/
Anguel Zaprinov
 	 
	 	Name:  	Anguel Zaprinov 	 
	 	Title:  	Director 	 
	 



For themselves and the other several Initial Purchasers.





23









 








Schedule 1

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

IRT Partners L.P.

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





24