Form of Designation Agreement EXHIBIT C
Form of Bid Rate Quote Request
EXHIBIT D
Form 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 Disbursement Authorization Instructions EXHIBIT
R-1
Form of Tax Compliance Certificate (For Foreign Lenders That Are Not
Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT R-2
Form of Tax
Compliance Certificate (For Foreign Participants That Are Not Partnerships For
U.S. Federal Income Tax Purposes) EXHIBIT R-3
Form of Tax Compliance
Certificate (For Foreign Participants That Are Partnerships For U.S. Federal
Income Tax Purposes) EXHIBIT R-4
Form of Tax Compliance Certificate (For
Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
Page v
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") dated as of
December 10, 2014, 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, as contractual representative of the Lenders under this Agreement
(in such capacity, 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 U.S. BANK NATIONAL ASSOCIATION,
SUNTRUST BANK, BRANCH BANKING AND TRUST COMPANY, TD BANK, N.A., and CITIZENS
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
$600,000,000.00, which will include a revolving credit facility with a
$75,000,000.00 swingline subfacility, a $50,000,000.00 letter of credit
subfacility, a $56,875,000.00 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