of Bid Rate Quote EXHIBIT E
Form of Bid Rate Quote Acceptance EXHIBIT F
Form of Guaranty EXHIBIT G
Form of Notice of Borrowing EXHIBIT H
Form
Foreign Currency Credit Notice EXHIBIT I
Form of Notice of Continuation
EXHIBIT J
Form of Notice of Conversion EXHIBIT K
Form of Notice of Swingline
Borrowing EXHIBIT L
Form of Revolving Note EXHIBIT M
Form of Swingline Note
EXHIBIT N
Form of Bid Rate Note EXHIBIT O
Form of Compliance Certificate
EXHIBIT P
Form of Unencumbered Asset Value Certificate EXHIBIT Q
Form of
Transfer Authorizer Designation EXHIBIT R-1
Form of Tax Compliance Certificate
(for foreign Lenders) EXHIBIT R-2
Form of Tax Compliance Certificate (for
foreign Participants)
Page v
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") dated as of
September 30, 2011, by and among EQUITY ONE, INC., a corporation formed under
the laws of the State of Maryland (the "Borrower"), each of the financial
institutions initially a signatory hereto together with their successors and
assignees under Section 13.6 (the "Lenders"), WELLS FARGO BANK, NATIONAL
ASSOCIATION (the "Administrative Agent"), PNC BANK, NATIONAL ASSOCIATION, as
syndication agent (the "Syndication Agent"), WELLS FARGO SECURITIES, LLC, a
Delaware limited liability company, and PNC CAPITAL MARKETS LLC, a Delaware
limited liability company, as joint lead arrangers and joint book runners (in
such capacities, the "Lead Arrangers"), and SUNTRUST BANK, BANK OF AMERICA,
N.A., and U.S. BANK NATIONAL ASSOCIATION, as co-documentation agents (the
"Co-Documentation Agents").
WHEREAS, the Administrative Agent, the Issuing Bank and the Lenders desire to
make available to the Borrower a credit facility in the initial amount
$575,000,000.00, which will include a revolving credit facility with a
$50,000,000.00 swingline subfacility, a $50,000,000.00 letter of credit
subfacility, a $61,304,348.00 multicurrency subfacility, and a competitive bid
subfacility of fifty percent (50%) of the then existing Commitments under the
Loan, on the terms and conditions contained herein.
AND WHEREAS, the parties now desire to fully amend and restate the Existing
Credit Agreement (defined below) to make certain changes and modifications, all
on the terms and conditions contained herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by the parties hereto, the parties hereto agree
as follows:
ARTICLE I DEFINITIONS
Section 1.1 Definitions.
In addition to terms defined elsewhere herein, the following terms shall have
the following meanings for the purposes of this Agreement:
"Absolute Rate" has the meaning given that term in Section 2.3(c)(ii)(C).
"Absolute Rate Auction" means a solicitation of Bid Rate Quotes setting forth
Absolute Rates pursuant to Section 2.3.
"Absolute Rate Loan" means a Bid Rate Loan, the interest rate on which is
determined on the basis of an Absolute Rate pursuant to an Absolute Rate
Auction.
"Accession Agreement" means an Accession Agreement substantially in the form of
Annex I to the Guaranty.
"Additional Costs" has the meaning given that term in Section 5.1(b).
"Adjusted EBITDA" means, for any given period, (a) the EBITDA of the Borrower
and its Subsidiaries