8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of report (Date of earliest event reported) September 14, 2005

EQUITY ONE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Maryland
(State or Other Jurisdiction of Incorporation)

001-13499	52-1794271
(Commission File Number)	(IRS Employer Identification No.

1600 NE Miami Gardens Drive
North Miami Beach, Florida 33179

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (305) 947-1664

NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

TABLE OF CONTENTS

Underwriting Agreement

Supplemental Indenture

Opinion of Venable LLP

Opinion of Greenberg Traurig P.A.

Ratio of Earnings to Fixed Charges

Press Release dated September 20, 2005

Item 8.01 Other Events.

     On September 14, 2005, Equity One, Inc., a Maryland corporation (“Equity One”), entered into an underwriting agreement, attached as Exhibit 1.1 hereto, with J.P. Morgan Securities Inc., Deutsche Bank Securities Inc. and UBS Securities LLC, as the underwriters, with respect to the issue and sale by Equity One of $120 million of 5.375% senior unsecured notes due October 15, 2015 in an underwritten public offering.

     The notes were registered under the Securities Act of 1933, as amended, pursuant to Equity One’s shelf registration statement on Form S-3 (Registration No. 333-106909). The notes were issued pursuant to a supplemental indenture, attached as Exhibit 4.1 hereto, to the indenture dated as of September 9, 1998 among the Company, SunTrust Bank, as trustee, and each of the guarantors set forth therein.

     A copy of the press release issued by Equity One on September 20, 2005 announcing the public offering is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

     1.1 Underwriting Agreement dated as of September 14, 2005 among Equity One, J.P. Morgan Securities Inc., Deutsche Bank Securities Inc. and UBS Securities LLC

     4.1 Supplemental Indenture dated as of September 20, 2005 among Equity One, the guarantors named therein, and SunTrust Bank.

     5.1 Opinion of Venable LLP.

     5.2 Opinion Greenberg Traurig, P.A.

     12.1 Ratio of Earnings to Fixed Charges for the six months ended June 30, 2005.

     23.1 Consent of Venable LLP (included in Exhibit 5.1 hereto).

     23.2 Consent of Greenberg Traurig, P.A. (included in Exhibit 5.2 hereto).

     99.1 Press Release, dated September 20, 2005, of Equity One.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	EQUITY ONE, INC.
Date: September 20, 2005	By:	/s/ Howard M. Sipzner
		Howard M. Sipzner
		Executive Vice President and Chief
		Financial Officer

INDEX TO EXHIBITS

Exhibit Number	Description of Exhibit
1.1	Underwriting Agreement dated as of September 14, 2005 among Equity One, J.P. Morgan Securities Inc., Deutsche Bank Securities Inc. and UBS Securities LLC.
4.1	Supplemental Indenture dated as of September 20, 2005 among Equity One, the guarantors named therein, and SunTrust Bank.
5.1	Opinion of Venable LLP.
5.2	Opinion Greenberg Traurig, P.A.
12.1	Ratio of Earnings to Fixed Charges for the six months ended June 30, 2005.
23.1	Consent of Venable LLP (included in Exhibit 5.1 hereto).
23.2	Consent of Greenberg Traurig, P.A. (included in Exhibit 5.2 hereto).
99.1	Press Release, dated September 20, 2005, of Equity One.

EX-1.1

Exhibit 1.1

Equity One, Inc.

$120,000,000

Debt Securities

Underwriting Agreement

September 14, 2005

J.P. Morgan Securities Inc.
Deutsche Bank Securities Inc.
UBS Securities LLC
     As Representatives of the
     Several Underwriters

Ladies and Gentlemen:

     Equity One, Inc., a corporation organized under the laws of the State of Maryland (the “Company”), and each of its Subsidiaries (as defined below) named in the Prospectus (as defined below) as a Guarantor (each a “Guarantor” and collectively, the “Guarantors”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom the Underwriters named as Representatives on Schedule I (the “Representatives”) are acting as representatives, the principal amount of its debt securities identified on Schedule I hereto (the “Securities”) to be issued under an Indenture, dated as of September 9, 1998 (the “Base Indenture”), as supplemented by six Supplemental Indentures thereto and which is expected to be further amended and supplemented by Supplemental Indenture No. 7 (such Indenture, including such seven Supplemental Indentures, being referred to hereafter collectively as the “Indenture”), between the Company, the Guarantors named therein and SunTrust Bank, as trustee (the “Trustee”). The Securities will be unconditionally guaranteed as to the payment of principal and interest (each a “Guarantee” and collectively, the “Guarantees”) by the Guarantors. To the extent there are no additional Underwriters listed on Schedule I other than the Representatives, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Certain terms used herein are defined in Section 18 hereof.

     1 Representations and Warranties. The Company represents and warrants to, and agrees with, each Underwriter as set forth below in this Section 1.

     (a) A joint registration statement on Form S-3 (File No. 333-106909) has been filed by the Company and certain of its subsidiaries named in such registration statement (the “Co-Registrants”) for registration under the Act of (i) $600,000,000 aggregate amount of the Company’s equity and debt securities described therein and (ii) $755,027,500 aggregate amount of the Co-Registrants’ guarantees relating to the debt securities. All but (y) $503,067,500 aggregate amount of the Company’s equity and debt securities and (z) $555,027,500 of the Co-Registrants’ guarantees registered with the Commission under the Act pursuant to such registration statement (File No. 333-106909) have been previously issued. References herein to the term “Registration Statement” as of any given date shall mean Registration Statement No.

333-106909, as amended or supplemented to such date, including all documents incorporated by reference therein as of such date pursuant to Item 12 of Form S-3 (“Incorporated Documents”). References herein to the term “Prospectus” as of any given date shall mean the prospectus forming a part of the Registration Statement, as supplemented by a prospectus supplement relating to the Securities and the Guarantees proposed to be filed pursuant to Rule 424(b) of the general rules and regulations under the Act (“Rule 424”), and as further amended or supplemented as of such date (other than amendments or supplements specifically relating to a particular offering of securities other than the Securities being offered on such date), including all Incorporated Documents. References herein to the term “Effective Date” shall be deemed to refer to the time and date of the filing of the Company’s most recent Annual Report on Form 10-K. References herein to the terms “amend”, “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act deemed to be incorporated therein by reference. The Company will next file with the Commission a Prospectus supplemented by a prospectus supplement relating to the Securities and the Guarantees in accordance with Rule 424. The Company has included in the Registration Statement, as of the Effective Date, all information required by the Act and the rules thereunder to be included therein. As filed, the Prospectus (together with any supplements thereto) shall contain all required information, and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes as the Company has advised you, prior to the Execution Time, will be included or made therein. The Company and the transactions contemplated by this Agreement meet the requirements for use of Form S-3 under the Act and also currently meet the requirements in effect prior to October 21, 1992 for use of Form S-3.

     (b) The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or, to the Company’s knowledge, threatened by the Commission. On the Effective Date, the Registration Statement did, and when the Prospectus is filed in accordance with Rule 424 and on the Closing Date (as defined herein), the Prospectus will, comply in all material respects with the applicable requirements of the Act and the Exchange Act and the respective rules and regulations promulgated thereunder; when amended or supplemented, the Registration Statement and the Prospectus will also so comply with such acts and rules; and the Indenture, on the date of filing thereof with the Commission and at the Closing Date (as hereinafter defined) conformed or will conform in all material respects with the requirements of the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (the “TIA”). On the Effective Date and at the Execution Time, the Registration Statement did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; nor will it do so on the date of any amendment; and on the date of any filing pursuant to Rule 424 and on the Closing Date and any settlement date, the Prospectus (as it may be amended or supplemented) will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion in the Registration Statement or the Prospectus. The T-1 was filed with the Registration Statement; no stop order suspending the effectiveness of the T-1 is in effect and no proceedings

for such purpose are pending before or to the Company’s knowledge are threatened by the Commission.

     (c) Each of the Company and its Subsidiaries (which term, as used in this Agreement, includes direct and indirect subsidiaries that directly or indirectly own interests in real property or are actively engaged in the management of real property) has been duly incorporated or organized and is validly existing as a corporation, limited partnership, general partnership or limited liability company in good standing under the laws of the jurisdiction in which it is chartered or organized with full corporate, partnership or limited liability company power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Prospectus, and is duly qualified to do business as a foreign corporation, limited partnership, general partnership or limited liability company and is in good standing under the laws of each jurisdiction which requires such qualification except in any case in which the failure to so qualify or be in good standing would not have a material adverse effect on the condition (financial or otherwise), prospects, earnings or business of the Company and its Subsidiaries or their properties, taken as a whole;

     (d) All the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of each Subsidiary has been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company either directly or through wholly owned Subsidiaries free and clear of any perfected security interest or any other security interests, claims, liens or encumbrances;

     (e) The Company’s authorized equity capitalization is as set forth in the Prospectus as of the date or dates stated therein, and the Securities and the Guarantees will conform to the description thereof contained in the Prospectus.

     (f) The Securities have been duly authorized by the Company for issuance and sale pursuant to this Agreement and the Indenture; and when duly authenticated and delivered by the Trustee in accordance with the terms of the Indenture (assuming the due authorization, execution and delivery of the Indenture by the Trustee), and delivered to, and paid for by, the Underwriters pursuant to this Agreement, the Securities will be valid and legally binding obligations of the Company entitled to the benefit of the Indenture and will be enforceable against the Company in accordance with their terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights and remedies generally, (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law) and (iii) the discretion of the court before which any proceeding therefor may be brought (clauses (i), (ii) and (iii) are collectively referred to as the “Enforceability Limitations”); the Indenture and Supplemental Indenture No. 7 thereto have been, and prior to the issuance of the Securities will be, duly qualified under the TIA, and will be duly authorized, executed and delivered by the Company, and assuming due authorization, execution and delivery thereof by the Trustee, will constitute a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Limitations.

     (g) Each Guarantee has been duly authorized, executed and delivered by the applicable Guarantor and constitutes a valid and legally binding obligation of such Guarantor enforceable in accordance with its terms, subject to the Enforceability Limitations.

     (h) There is no franchise, contract or other document of a character required to be described in the Registration Statement or Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; and the statements in the Prospectus under the headings “Material Federal Income Tax Considerations”, “Description of Debt Securities” and “Risk Factors” insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings.

     (i) This Agreement has been duly authorized, executed and delivered by the Company and each Guarantor.

     (j) The Company has operated, for all periods from and after January 1, 1995, and intends to continue to operate in such a manner as to qualify to be taxed as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (the “Code”), including the taxable year in which sales of the Securities are to occur.

     (k) The Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Prospectus, will not be an “investment company” as defined in the Investment Company Act of 1940, as amended.

     (l) No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein or in the Indenture, except such as have been obtained under the Act, the TIA, real estate syndication laws and such as may be required under the rules of the National Association of Securities Dealers and the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities and the Guarantees by the Underwriters in the manner contemplated herein and in the Prospectus and the Company and each Guarantor has full power and authority to authorize, issue and sell the Securities and Guarantees to be offered by it as contemplated by this Agreement and the Indenture.

     (m) Neither the Company nor any of its Subsidiaries is required to own or possess any trademarks, service marks, trade names or copyrights in order to conduct the business now operated by it, other than those the failure to possess or own would not have a material adverse effect on the condition (financial or otherwise), prospects, earnings or business of the Company and its Subsidiaries or their properties, taken as a whole, whether or not arising from transactions in the ordinary course of business.

     (n) Neither the execution or delivery of this Agreement or the Indenture, the issue and sale of the Securities and the Guarantees nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof will conflict with, result in a breach or violation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Subsidiaries pursuant to, (i) the charter or articles or certificate of formation, bylaws, partnership agreement, limited liability company agreement or other organizational documents of the Company or any of its Subsidiaries, (ii) except as set forth in the Prospectus, the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Subsidiaries is a party or bound or to which its or their property is subject where such conflict, breach or violation would have a material adverse effect on the condition (financial or otherwise), prospects, earnings or business of the Company and its Subsidiaries or their properties, taken as a whole, or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its Subsidiaries of any court,

regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its Subsidiaries or any of its or their properties where such conflict, breach or violation would have a material adverse effect on the condition (financial or otherwise), prospects, earnings or business of the Company and its Subsidiaries or their properties, taken as a whole.

     (o) No holders of securities of the Company have rights to the registration of such securities under the Registration Statement except for those listed on Schedule 1(o), all of which have been effectively waived or are inapplicable to the offering hereby, and those pursuant to the Registration Rights Agreement, dated January 1, 1999, by and between William L. Mack, David Mack, Earle Mack, Frederic Mack, and Robert A. Elkins, doing business as Frankline Development Co., and the Company.

     (p) The consolidated historical financial statements and schedules of the Company and its consolidated Subsidiaries included in the Prospectus and the Registration Statement present fairly in all material respects the financial condition, results of operations and cash flows of the Company as of the dates and for the periods indicated, comply as to form with the applicable accounting requirements of the Act and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as otherwise noted therein). The financial information and data included in the Prospectus and Registration Statement fairly present, on the basis stated in the Prospectus and the Registration Statement, the information included therein.

     (q) The pro forma financial statements included in the Prospectus and the Registration Statement include assumptions that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma adjustments reflect the proper application of those adjustments to the historical financial statement amounts in the pro forma financial statements included in the Prospectus and the Registration Statement. The pro forma financial statements included in the Prospectus and the Registration Statement comply as to form in all material respects with the applicable accounting requirements of Regulation S-X under the Act.

     (r) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as may otherwise be stated therein or contemplated thereby or in a supplement filed with the Commission prior to the Execution Time, (A) there has been no material adverse change, in the condition (financial or otherwise), prospects, earnings or business of the Company and its Subsidiaries or their properties, taken as a whole, whether or not arising from transactions in the ordinary course of business, (B) there have been no transactions or acquisitions entered into by the Company or any of its Subsidiaries other than those arising in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Company’s common stock, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

     (s) The documents incorporated or deemed to be incorporated by reference in the Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act, and, when read together with the other information in the Prospectus, at the time the Registration Statement became effective and as of the Execution Time, the Closing Date or during the period specified in Section 5(b), did not and will not include an untrue statement of a material fact or omit to state 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.

     (t) Except as disclosed in the Prospectus, there are no pending actions, suits or proceedings against or affecting the Company, any of its Subsidiaries or any of their respective properties, the ultimate determination of which would reasonably be expected, individually or in the aggregate, to have a material adverse effect on the condition (financial or otherwise), prospects, earnings or business of the Company and its Subsidiaries or their properties, taken as a whole, or would reasonably be expected to materially and adversely affect the ability of the Company to perform its obligations under the Indenture or this Agreement, or which are otherwise material in the context of the sale of the Securities; and no such actions, suits or proceedings are, to the Company’s knowledge, threatened or contemplated.

     (u) Neither the Company nor any Subsidiary is in violation or default of (i) any provision of its charter or articles or certificate of formation, bylaws, partnership agreement, limited liability company agreement or other organizational documents, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or such Subsidiary or any of its properties, as applicable except in the cases of clause (ii) or (iii) for such violations or defaults that would not have a material adverse effect on the condition (financial or otherwise), prospects, earnings or business of the Company and its Subsidiaries or their properties, taken as a whole.

     (v) Deloitte & Touche LLP, which has certified certain financial statements of the Company and its consolidated Subsidiaries and delivered their report with respect to the audited consolidated financial statements and schedules included in the Prospectus, are independent public accountants with respect to the Company within the meaning of the Act and the applicable published rules and regulations thereunder. Ernst & Young LLP are independent public accountants with respect to the Company within the meaning of the Act and the applicable published rules and regulations thereunder.

     (w) Except as disclosed in the Prospectus, the Company and its Subsidiaries have good and marketable fee simple title to or leasehold title in all real properties and all other properties and assets owned by them, in each case free from liens, encumbrances and defects that would have a material adverse effect on the condition (financial or otherwise), prospects, earnings or business of the Company and its Subsidiaries or their properties, taken as a whole; except as disclosed in the Prospectus, no tenant under any lease to which the Company or any Subsidiary lease any portion of its property is in default under such lease, except in any case where such default would not have a material adverse effect on the condition (financial or otherwise), prospects, earnings or business of the Company and its Subsidiaries or their properties, taken as a whole; each of the properties of any of the Company or its Subsidiaries complies with all applicable codes and zoning laws and regulations except in any case where such non-compliance would not have a material adverse effect on the condition (financial or otherwise), operations, prospects or earnings of the Company and its Subsidiaries or their properties, taken as a whole, and neither the Company nor any of its Subsidiaries has knowledge of any pending or threatened condemnation, zoning change or other proceeding or action that will in any manner affect the size of, use of, improvements on, construction on, or access to the properties of any of the Company or its Subsidiaries except in any case where such action or proceeding would not have a material

adverse effect on the condition (financial or otherwise), operations, prospects or earnings of the Company and its Subsidiaries or their properties, taken as a whole.

     (x) Title insurance in favor of the Company and its Subsidiaries is maintained with respect to each shopping center property owned by any such entity in an amount at least equal to (a) the cost of acquisition of such property or (b) the cost of construction of such property (measured at the time of such construction), except, in each case, where the failure to maintain such title insurance would not have a material adverse effect on the condition (financial or otherwise), prospects, earnings or business of the Company and its Subsidiaries or their properties, taken as a whole.

     (y) The mortgages and deeds of trust encumbering the properties and assets described in the Prospectus (i) are not convertible (in the absence of foreclosure) into an equity interest in the property or asset described therein or in the Company or any Subsidiary, nor does any of the Company or its Subsidiaries hold a participating interest therein, (ii) except as set forth in the Prospectus are not cross-defaulted to any indebtedness other than indebtedness of the Company or any of the Subsidiaries and (iii) are not cross-collateralized to any property not owned by the Company or any of the Subsidiaries.

     (z) There are no transfer taxes or other similar fees or charges under federal law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the issuance by the Company and the Guarantors or sale by the Company and the Guarantors of the Securities and the Guarantees.

     (aa) The Company has filed all foreign, federal, state and local tax returns that are required to be filed or has requested extensions thereof, except in any case in which the failure to so file would not have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its Subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto) and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith or as would not have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its Subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto).

     (bb) No labor dispute with the employees of the Company or any subsidiary exists or, to the knowledge of the Company, is imminent that might have a material adverse effect on the condition (financial or otherwise), prospects, earnings or business of the Company and its Subsidiaries or their properties, taken as a whole.

     (cc) The Company, each of its Subsidiaries and each of their properties are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged; all policies of insurance and fidelity or surety bonds insuring the Company or any of its Subsidiaries or their respective properties, businesses, assets, employees, officers and directors are in full force and effect, except for the failure to insure or lapses in policies which would not have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its Subsidiaries, taken as a whole.

     (dd) The Company and its Subsidiaries possess all licenses, certificates, permits and other authorizations issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its Subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto).

     (ee) The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

     (ff) The Company has established and maintains the following, among other, internal controls (without duplication): (i) a system of “internal accounting controls” as contemplated in Section 13(b)(2)(B) of the Exchange Act (“Accounting Controls”), the effectiveness of which are evaluated by the Company’s senior management on a regular basis, and (ii) “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Exchange Act (“Disclosure Controls”), the effectiveness of which is evaluated by the Company’s senior management on a quarterly basis. To the knowledge of the Company, the Disclosure Controls are effective at a reasonable assurance level to perform the functions for which they were designed and established. Based on the most recent evaluation of the Company’s internal control over financial reporting, all significant deficiencies and material weaknesses in the design or operation of the internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data required to be disclosed by the Company in its Exchange Act reports within the time periods specified in the Exchange Act, and any fraud, whether or not material, that involves management or other employees who have a significant role in such internal control over financial reporting have been reported to the Company’s auditors and the audit committee of the board of directors.

     (gg) The Company has not taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.

     (hh) The Company and its Subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment and Hazardous Materials (as defined herein), including, but not limited to the generation, recycling, reuse, sale, storage, handling, transport and disposal of Hazardous Materials (collectively, “Environmental Laws”), (ii) have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) have not received notice of any actual or potential liability for the investigation or remediation of any disposal or release of

Hazardous Materials, except where such non-compliance with Environmental Laws, failure to receive required permits, licenses or other approvals, or liability would not, individually or in the aggregate, have a material adverse change in the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its Subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto). Except as set forth in the Prospectus, neither the Company nor any of the Subsidiaries has been named as a “potentially responsible party” under any Environmental Laws, including, but not limited to the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended.

     (ii) In the ordinary course of its business, the Company periodically reviews the effect of Environmental Laws on the business, operations and properties of the Company and its Subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Company has reasonably concluded that such associated costs and liabilities would not, singly or in the aggregate, have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its Subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto).

     (jj) The Company (i) does not have any material lending or other relationship with any banking or lending affiliate of an Underwriter except as set forth on Schedule I and (ii) does not intend to use any of the proceeds from the sale of the Securities hereunder to repay any outstanding debt owed to any such affiliate except as set forth in the Prospectus.

     2. Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, the principal amount of Securities and Guarantees set forth opposite such Underwriter’s name in Schedule I hereto at a purchase price of 98.838% of such principal amount.

     3. Delivery and Payment. Delivery of and payment for the Securities and the Guarantees shall be made at 5:00 P.M., New York City time, on September 20, 2005, or at such time on such later date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities and Guarantees shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds. Delivery of the Securities and the Guarantees shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct.

     4. Offering By Underwriters. The Company understands that the several Underwriters propose to offer the Securities and Guarantees for sale to the public as set forth in the Prospectus.

     5. Agreements. The Company and each Guarantor agrees with the several Underwriters that:

     (a) The Company will use its best efforts to file any amendment to the Registration Statement necessary in connection with the offer and sale of the Securities and the Guarantees. Prior to the termination of the offering of the Securities and the Guarantees, the Company will not file any amendment of the Registration Statement or supplement to the Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if filing of the Prospectus is otherwise required under Rule 424(b), the Company will cause the Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Company will promptly advise the Representatives (1) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission, (2) when, prior to termination of the offering of the Securities and the Guarantees, any amendment to the Registration Statement shall have been filed or become effective, (3) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Prospectus or for any additional information, (4) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (5) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities and the Guarantees for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.

     (b) If, at any time when a prospectus relating to the Securities and the Guarantees is required to be delivered under the Act, any event occurs as a result of which the Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Prospectus to comply with the Act, the Exchange Act or the TIA, or the respective rules thereunder, the Company promptly will (1) notify the Representatives of such event, (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance and (3) supply any supplemented Prospectus to you in such quantities as you may reasonably request.

     (c) The Company will not, without the prior written consent of the Underwriters, offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act in relation to, any debt securities issued or guaranteed by the Company (other than the Securities) or publicly announce an intention to effect any such transaction, until the first day following the Closing Date; provided that nothing herein shall prevent the Company from establishing or increasing put equivalent positions or liquidating or decreasing call equivalent positions in the securities of the Company pursuant to the Company’s risk management policies and procedures as currently in effect.

     (d) As soon as practicable, the Company will make generally available to its security holders and to the Representatives an earnings statement or statements of the Company and its Subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.

     (e) The Company will furnish to the Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of the Prospectus and any supplement thereto as the Representatives may reasonably request. The Company will use its best efforts to so furnish the Prospectus on or prior to 3:00 P.M., New York time, on the business day following the execution and delivery of this Agreement. All other documents shall be so furnished as soon as available. The Company will pay the expenses of printing or other production of all documents relating to the offering.

     (f) The Company will arrange, if necessary, for the qualification of the Securities and the Guarantees for sale under the laws of such jurisdictions as the Representatives may designate, will maintain such qualifications in effect so long as required for the distribution of the Securities and the Guarantees and will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities and the Guarantees, in any jurisdiction where it is not now so subject.

     (g) The Company will use its best efforts to meet the requirements to qualify as a “real estate investment trust” under the Code for the taxable year in which sales of the Securities are to occur.

     (h) The Company, during the period when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of the Securities and the Guarantees, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time period prescribed by the Exchange Act.

     (i) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities and the Guarantees.

     (j) The Company will use the net proceeds from the sale of Securities and the Guarantees in the manner specified in the form of the prospectus supplement previously furnished to the Representatives.

     (k) The Company will take all reasonable action necessary to enable the Rating Agencies to provide their respective credit ratings of the Securities and the Guarantees.

     (l) Each Guarantor will provide such cooperation as the Company may require in fulfilling the foregoing obligations of this Section 5.

     6. Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Securities and the Guarantees shall be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantors contained herein as of the Execution Time and the Closing Date to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company and the Guarantors of their obligations hereunder and to the following additional conditions:

     (a) The Prospectus, and any supplement thereto, shall have been filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened.

     (b) The Company shall have requested and caused Greenberg Traurig, P.A., Venable LLP and Holland & Knight LLP, each counsel for the Company and the Guarantors, to have furnished to the Representatives the opinions, dated the Closing Date and addressed to the Representatives and reasonably satisfactory in form and substance to counsel for the Underwriters, to the effect that:

     (i) each of the Company and the Subsidiaries which directly or indirectly holds real property (whether by fee ownership or lease) for the purpose of leasing to third parties is validly existing as a corporation, limited partnership or limited liability company in good standing under the laws of the jurisdiction in which it is chartered or formed, with full corporate, partnership or limited liability company power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Prospectus, and is duly qualified to do business as a foreign corporation, partnership or limited liability company and is in good standing under the laws of each jurisdiction which requires such qualification wherein it owns or leases material properties or conducts material business and where the failure to be so qualified would, individually or in the aggregate, have a material adverse effect on the financial condition, earnings, business or properties of the Company and its Subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus; notwithstanding the foregoing, the Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of Florida, Georgia and Texas;

     (ii) all the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of each Subsidiary which directly or indirectly holds real property (whether by fee ownership or lease) for the purpose of leasing to third parties have been duly authorized and validly issued and are fully paid and nonassessable, as applicable, and except as described in the Prospectus, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of such Subsidiaries are owned by the Company either directly or through wholly owned Subsidiaries;

     (iii) the Company’s authorized equity capitalization is as set forth in the Prospectus and the Securities and the Guarantees will conform to the descriptions thereof contained in the Prospectus;

     (iv) the Securities have been duly and validly authorized, and, when issued and delivered by the Trustee in accordance with the terms of the Indenture (assuming the due authorization, execution and delivery of the Indenture by the Trustee), and delivered

to, and paid for by, the Underwriters pursuant to this Agreement, such Securities will constitute valid and legally binding obligations of the Company entitled to the benefits provided for in the Indenture and will be enforceable against the Company in accordance with their terms, subject to the Enforceability Limitations;

     (v) each Guarantee has been duly authorized, executed and delivered by the applicable Guarantor and constitutes a valid and legally binding obligation of such Guarantor enforceable in accordance with its terms, subject to the Enforceability Limitations;

     (vi) to the knowledge of such counsel, there is no pending or threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries or its or their property of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Prospectus, and there is no franchise, contract or other document of a character required to be described in the Registration Statement or Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required;

     (vii) the statements included or incorporated by reference in the Prospectus under the captions “Material Federal Income Tax Considerations”, “Description of Debt Securities”, “Description of the Notes and Guarantees” and “Risk Factors” insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate in all material respects;

     (viii) the Registration Statement has become effective under the Act; the Indenture has been qualified under the TIA; any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued, no proceedings for that purpose have been instituted or threatened by the Commission and the Registration Statement as of its filing date and effective date and the Prospectus as of its filing date and as of its date (other than the financial statements and other financial information contained therein, as to which such counsel need express no opinion) complied as to form in all material respects with the applicable requirements of the Act and the Exchange Act and the respective rules thereunder and the Company satisfies all conditions and requirements for the filing of the Registration Statement on Form S-3 under the Act; and such counsel has no reason to believe that on the Effective Date or the date the Registration Statement was last deemed amended the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus as of its date, the Execution Time and on the Closing Date contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, those parts of the Registration Statement that constitutes the statements of Eligibility on Form T-1, and statements with respect to the DTC Information, as to which such counsel need express no opinion); and the Indenture, on the date of filing thereof with the Commission and at the Closing Date conformed or will conform in all material respects with the requirements of the TIA;

     (ix) this Agreement has been duly authorized, executed and delivered by the Company and each of the Guarantors;

     (x) the Indenture has been duly and validly authorized, executed and delivered by the Company and each of the Guarantors, as applicable, and assuming due authorization, execution and delivery thereof by the Trustee, will constitute a valid and legally binding agreement of the Company and such Guarantors enforceable against the Company and such Guarantors in accordance with its terms, subject to the Enforceability Limitations;

     (xi) the Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Prospectus, will not be an “investment company” as defined in the Investment Company Act of 1940, as amended;

     (xii) commencing with the Company’s taxable year beginning January 1, 1995, the Company has been organized in conformity with the requirements of the Code for qualification as a “real estate investment trust” for United States federal income tax purposes and its method of operation will enable it to continue to satisfy the requirements for qualification and taxation as a “real estate investment trust” under the Code;

     (xiii) no consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the performance by the Company and the Guarantors of the transactions contemplated herein, except such as have been obtained under the Act or the TIA, real estate syndication laws and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities and the Guarantees by the Underwriters in the manner contemplated in this Agreement and in the Prospectus and such other approvals (specified in such opinion) as have been obtained; provided, however, that no opinion shall be required with respect to real estate syndication or blue sky laws;

     (xiv) except as set forth in the Prospectus, neither the issue and sale of the Securities by the Company and the Guarantees by the Guarantors, the execution and delivery of this Agreement and the Indenture by the Company and the Guarantors, the consummation by the Company and the Guarantors of any other of the transactions herein or therein contemplated nor the fulfillment of the terms hereof or thereof will conflict with, result in a breach or violation of or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its Subsidiaries pursuant to, (a) the charter or by-laws of the Company or its Subsidiaries, (b) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument known to such counsel to which the Company or its Subsidiaries is a party or bound or to which its or their property is subject, or (c) any statute, law, rule, regulation, or any judgment, order or decree known to such counsel applicable to the Company or its Subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or its Subsidiaries or any of its or their properties; and

     (xv) to such counsel’s knowledge, no holders of securities of the Company have rights to the registration of such securities under the Registration Statement except for those which have been effectively waived and those pursuant to the Registration

Rights Agreement, dated January 1, 1999, by and between William L. Mack, David Mack, Earle Mack, Frederic Mack, and Robert A. Elkins, doing business as Frankline Development Co., and the Company.

In rendering such opinions, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the States of Maryland, Florida, Texas, Georgia, Arizona and Delaware or the federal laws of the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriters and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Prospectus in this paragraph (b) include any supplements thereto at the Closing Date.

     (c) The Representatives shall have received from DLA Piper Rudnick Gray Cary US LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and addressed to the Representatives, with respect to the issuance and sale of the Securities, the Registration Statement, the Prospectus (together with any supplement thereto) and other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

     (d) The Company and each Guarantor shall have furnished to the Representatives a certificate of the Company, signed by its Chairman of the Board or the President and its principal financial or accounting officer, dated the Closing Date to the effect that the signers of such certificates have carefully examined the Registration Statement, the Prospectus, any supplements to the Prospectus and this Agreement and that:

     (i) the representations and warranties of the Company and each Guarantor in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date and the Company and each Guarantor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date or settlement date;

     (ii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and

     (iii) since the date of the most recent financial statements included or incorporated by reference in the Prospectus (exclusive of any supplement thereto), there has been no material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its Subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto).

     (e) The Company shall have requested and caused Deloitte & Touche LLP and Ernst & Young LLP, as the case may be, to have furnished to the Representatives, at the Execution Time and at the Closing Date, letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representatives, confirming that they are independent accountants within the meaning of the Act and the Exchange Act and the respective applicable rules and regulations adopted by the Commission thereunder and stating in effect that:

     (i) in their opinion the audited financial statements and financial statement schedules of the Company and those of IRT Property Company included or incorporated by reference in the Registration Statement and the Prospectus and reported on by them comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related rules and regulations adopted by the Commission;

     (ii) on the basis of carrying out certain specified procedures (but not an examination in accordance with generally accepted auditing standards) which would not necessarily reveal matters of significance with respect to the comments set forth in such letter, a reading of the minutes of the meetings of the stockholders, directors and each of the compensation committee, executive committee and audit and review committee of the Company and the Subsidiaries and inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its Subsidiaries as to transactions and events subsequent to December 31, 2004, nothing came to their attention which caused them to believe that:

     (1) there were any changes, at a specified date not more than five days prior to the date of the letter, in the long-term debt of the Company and its Subsidiaries or capital stock of the Company or decreases in the net assets or stockholders’ equity of the Company as compared with the amounts shown on the December 31, 2004 consolidated balance sheet included or incorporated by reference in the Registration Statement and the Prospectus, or for the period from January 1, 2005 to such specified date there were any decreases, as compared with the corresponding period in the preceding quarter or the corresponding period in the prior year in net revenues or income before income taxes or in total or per share amounts of net income of the Company and its Subsidiaries, except in all instances for changes or decreases set forth in such letter, in which case the letter shall be accompanied by an explanation by the Company as to the significance thereof unless said explanation is not deemed necessary by the Representatives;

     (2) the information included or incorporated by reference in the Registration Statement and Prospectus in response to Regulation S-K, Item 301 (Selected Financial Data), Item 302 (Supplementary Financial Information), Item 402 (Executive Compensation) and Item 503(d) (Ratio of Earnings to Fixed Charges) is not in conformity with the applicable disclosure requirements of Regulation S-K;

     (iii) they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company and its Subsidiaries) set forth or incorporated by reference in the Registration Statement and the Prospectus and in Exhibit 12 to the Registration Statement agrees with the accounting records of the Company and its Subsidiaries, excluding any questions of legal interpretation; and

     (iv) on the basis of a reading of the unaudited pro forma financial statements included or incorporated by reference in the Registration Statement and the Prospectus (the “pro forma financial statements”); carrying out certain specified procedures; inquiries of certain officials of the Company who have responsibility for financial and

accounting matters; and proving the arithmetic accuracy of the application of the pro forma adjustments to the historical amounts in the pro forma financial statements, nothing came to their attention which caused them to believe that the pro forma financial statements do not comply as to form in all material respects with the applicable accounting requirements of Rule 11-02 of Regulation S-X or that the pro forma adjustments have not been properly applied to the historical amounts in the compilation of such statements. References to the Prospectus in this paragraph (e) include any supplement thereto at the date of the letter.

     (f) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (e)(ii)(2) of this Section 6 or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and its Subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities and the Guarantees as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto).

     (g) Prior to the Closing Date, the Company shall have furnished to the Representatives such further information, certificates and documents as the Representatives may reasonably request.

     (h) The Company shall have caused Deloitte & Touche LLP and Ernst & Young LLP, as the case may be, to have delivered to the Representatives at the Closing Date all accounting information specified in Section 6(e) above to the extent not delivered at the Execution Time.

     (i) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, there shall not have occurred any downgrading in the rating accorded the Securities or any other debt securities of the Company by any Rating Agency nor shall any notice have been given to the Company of (i) any intended or potential downgrading by any Rating Agency in such securities or (ii) any review or possible change by any Rating Agency that does not indicate a stable, positive or improving rating accorded such securities.

     If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing.

     The documents required to be delivered by this Section 6 shall be delivered at the office of DLA Piper Rudnick Gray Cary US LLP, counsel for the Underwriters, at 4700 Six Forks Road, Suite 200, Raleigh, North Carolina 27612, on the Closing Date.

     7. Expenses.

     (a) If the sale of the Securities and the Guarantees provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally through the Representatives on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

     (b) The Company agrees to pay the following costs and expenses and all other costs and expenses incident to the performance by it of its obligations hereunder:

     (i) the preparation, printing or reproduction, and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), any preliminary prospectus, the Prospectus and each amendment or supplement to any of them;

     (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, any preliminary prospectus, the Prospectus and all amendments or supplements to any of them as may be reasonably requested for use in connection with the offering and sale of the Securities;

     (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities and the Guarantees, including any stamp taxes in connection with the original issuance and sale of the Securities and the Guarantees;

     (iv) the printing (or reproduction) and delivery of this Agreement and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities and the Guarantees;

     (v) the registration or qualification of the Securities and the Guarantees for offer and sale under the laws of any jurisdiction as provided in Section 5(e) hereof (including the reasonable fees, expenses and disbursements of counsel for the Underwriters relating to the preparation, printing or reproduction, and delivery of the preliminary and supplemental Blue Sky Memoranda and such registration and qualification);

     (vi) the filing fees and the fees and expenses of counsel for the Underwriters in connection with any filings required to be made with the National Association of Securities Dealers, Inc.;

     (vii) the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Securities and the Guarantees;

     (viii) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company;

     (ix) the fees charged by the Rating Agencies for the rating of the Securities and the Guarantees at the request of the Company; and

     (x) the costs and expenses of the Trustee under the Indenture.

     8. Indemnification and Contribution.

     (a) The Company and each Guarantor, jointly and severally, agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in any preliminary prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein; provided further, that with respect to any untrue statement or omission of material fact made in any Prospectus, the indemnity agreement contained in this Section 8(a) shall not inure to the benefit of any Underwriter from whom the person asserting any such loss, claim, damage or liability purchased the Securities concerned, to the extent that any such loss, claim, damage or liability of such Underwriter occurs under the circumstance where (w) the Company had previously furnished copies of a later Prospectus to the Representatives in accordance with this Agreement, (x) delivery of such later Prospectus was required by the Act to be made to such person, (y) the untrue statement or omission of a material fact contained in the Prospectus was corrected in such later Prospectus and (z) there was not sent or given to such person, at or prior to the written confirmation of sale of such securities to such person, a copy of such later Prospectus. This indemnity agreement will be in addition to any liability which the Company and the Guarantors may otherwise have.

     (b) Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company and each Guarantor, each of its directors, each of its officers who signs the Registration Statement, and each person who controls the Company or any Guarantor within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company and the Guarantors to each Underwriter, but only with reference to written information relating to such Underwriter furnished to the Company and the Guarantors by or on behalf of such Underwriter through the Representatives specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have.

     (c) Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to

be made against any indemnifying party under this Section 8, notify such indemnifying party (and in cases where any Guarantor is an indemnifying party, the Company) in writing of the commencement thereof; but the failure so to notify any indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by such indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve such indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. Each indemnifying party shall be entitled to appoint counsel of an indemnifying party’s choice at the expense of such indemnifying party to represent the indemnified party in any action for which indemnification is sought (in which case each indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be satisfactory to the indemnified party. Notwithstanding an indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and each indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by such indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and such indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) such indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) such indemnifying party (or in the case where a Guarantor is an indemnifying party, the Company) shall authorize the indemnified party to employ separate counsel at the expense of each indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding, and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of an indemnified party.

     (d) In the event that the indemnity provided in paragraph (a) or (b) of this Section 8 is unavailable to or insufficient to hold harmless an indemnified party for any reason, the Company, each Guarantor and the Underwriters severally agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively “Losses”) to which the Company, the Guarantors and one or more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors on the one hand and by the Underwriters on the other from the offering of the Securities; provided, however, that in no case shall any Underwriter (except as may be provided in any agreement among underwriters relating to the offering of the Securities) be responsible for any amount in excess of the underwriting discount or commission applicable to the Securities purchased by such Underwriter hereunder. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company, each Guarantor and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and the Guarantors on the one hand and of the Underwriters on the other in connection with the statements or omissions which resulted in such Losses as well as

any other relevant equitable considerations. Benefits received by the Company and the Guarantors shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses) received by them, and benefits received by the Underwriters shall be deemed to be equal to the total underwriting discounts and commissions, in each case as set forth on the cover page of the Prospectus. Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Company and the Guarantors on the one hand or the Underwriters on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company, the Guarantors and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each person who controls an Underwriter within the meaning of either the Act or the Exchange Act and each director, officer, employee and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the Company and any Guarantor within the meaning of either the Act or the Exchange Act, each officer of the Company and any Guarantor who shall have signed the Registration Statement and each director of the Company and each Guarantor shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d).

     9. Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities and Guarantees agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities and Guarantees set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities and Guarantees set forth opposite the names of all the remaining Underwriters) the Securities and Guarantees which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities and Guarantees which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities and Guarantees set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities and Guarantees, and if such nondefaulting Underwriters do not purchase all the Securities and Guarantees, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

     10. Termination. This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Company prior to delivery of and payment for the Securities, if at any time prior to such time (i) trading in the Company’s Common Stock shall have been suspended by the Commission or the New York Stock Exchange or trading in securities generally on the New York Stock Exchange shall have been suspended or limited or minimum prices shall have been established on such Exchange, (ii) a banking moratorium shall have been declared either by federal or New York State authorities, (iii) there shall have occurred any major disruption of settlements of securities or clearance services in the United States, or (iv) there shall have occurred any outbreak or escalation of hostilities,

declaration by the United States of a national emergency or war, or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of the Representatives, impractical or inadvisable to proceed with the offering, sale or delivery of the Securities and the Guarantees as contemplated by the Prospectus (exclusive of any supplement thereto).

     11. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company and each Guarantor or their officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company, any Guarantor or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities and the Guarantees. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

     12. No Fiduciary Relationship. EACH OF THE COMPANY AND THE GUARANTORS ACKNOWLEDGES THAT (i) IT IS CONTRACTING WITH THE UNDERWRITERS ON AN ARM’S-LENGTH BASIS TO PROVIDE THE SERVICES DESCRIBED HEREIN, (ii) THE UNDERWRITERS ARE NOT ACTING AS ITS AGENTS OR ADVISORS OR IN A FIDUCIARY CAPACITY WITH RESPECT TO IT, AND (iii) THE UNDERWRITERS ARE NOT ASSUMING ANY DUTIES OR OBLIGATIONS OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT. FURTHER, IT IS NOT THE INTENTION OF THE PARTIES TO CREATE A FIDUCIARY RELATIONSHIP BETWEEN THEM.

     13. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed, delivered or telefaxed to the Representatives at the address set forth on Schedule I and confirmed to the Representatives at the address set forth on Schedule I; or, if sent to the Company or any Guarantor, will be mailed, delivered or telefaxed to Equity One, Inc., 1696 N.E. Miami Gardens Drive, North Miami Beach, FL 33179, (fax no. (305) 947-1734) and confirmed to it at Equity One, Inc., 1696 N.E. Miami Gardens Drive, North Miami Beach, FL 33179, attention: Howard Sipzner, Executive Vice President and Chief Financial Officer.

     14. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors, employees, agents and controlling persons referred to in Section 8 hereof, and no other person will have any right or obligation hereunder.

     15. Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York.

     16. Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement.

     17. Headings. The section headings used herein are for convenience only and shall not affect the construction hereof.

     18. Definitions. The terms which follow, when used in this Agreement, shall have the meanings indicated.

     “Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

     “Agreement” shall mean this Underwriting Agreement between the Company, the Guarantors and the Underwriters dated September 14, 2005.

     “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City or in the City of Atlanta.

     “Commission” shall mean the Securities and Exchange Commission.

     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

     “Execution Time” shall mean the date and time that this Agreement is executed and delivered by the parties hereto.

     “Rating Agencies” shall mean Moody’s Investors Service, Inc. and Standard & Poor’s Rating Services.

If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters.

Very truly yours,
Equity One, Inc.
By:	/s/ Howard M. Sipzner
	Howard M. Sipzner Executive Vice President and Chief Financial Officer

GUARANTORS:

Bandera Festival GP, LLC

Beechnut Centre Corp.

Benbrook Centre Corp.

Bend Shopping Centre Corp.

Cashmere Developments, Inc.

Centrefund (US), LLC

Centrefund Acquisition (Texas) Corp.

Centrefund Acquisition Corp.

Centrefund Development (Gainesville), LLC

Centrefund Realty (U.S.) Corporation

Colony GP, LLC

Copperfield Crossing, Inc.

Eastbelt Centre Corp.

Equity (Landing) Inc.

Equity One (147) Inc.

Equity One (Alpha) Corp.

Equity One (Atlantic Village) Inc.

Equity One (Beauclerc) Inc.

Equity One (Beta) Inc.

Equity One (Commonwealth) Inc.

Equity One Construction Inc.

Equity One (Coral Way) Inc.

Equity One (Delta) Inc.

Equity One (El Novillo) Inc.

Equity One (Eustis Square) Inc.

Equity One (Florida Portfolio) Inc. (f/k/a Equity One

     Properties, Inc.)

Equity One (Forest Edge) Inc.

Equity One (Forest Village Phase II) Inc.

Equity One (Gamma) Inc.

Equity One (Lantana) Inc.

Equity One (Losco) Inc.

Equity One (Mandarin) Inc.

Equity One (Monument) Inc.

Equity One (North Port) Inc.

Equity One (Oak Hill) Inc.

Equity One (Olive) Inc.

Equity One (Point Royale) Inc.

Equity One (Sky Lake) Inc.

Equity One (Summerlin) Inc.

Equity One (Walden Woods) Inc.

Equity One (Waterstone) Inc. (f/k/a Homestead Market
     Center, Inc.)

Equity One (West Lake) Inc.

Equity One Acquisition Corp.

Equity One (Clematis) LLC

Equity One Realty & Management Texas, Inc.

Equity One Realty & Management FL, Inc.

Equity Texas Properties, LLC

FC Market GP, LLC

Florida Del Rey Holdings II, Inc.

Forestwood Equity Partners GP, LLC

Garland & Barns, LLC

Garland & Jupiter, LLC

Gazit (Meridian) Inc.

Grogan Centre Corp.

Harbor Barker Cypress GP, LLC

Hedwig GP, LLC

IRT Alabama, Inc.

IRT Capital Corporation II

IRT Management Company

KirkBiss GP, LLC

Leesburg DrugStore, LLC

Mariner Outparcel, Inc.

Mason Park GP, LLC

McMinn Holdings, Inc.

North Kingwood Centre Corp.

Oakbrook Square Shopping Center Corp.

Parcel F, LLC

Plymouth South Acquisition Corp.

Prosperity Shopping Center Corp.

PSL Developments, Inc.

Ryanwood Shopping Center, L.L.C.

SA Blanco Village Partners GP, LLC

Salerno Village Shopping Center, LLC

Shoppes at Jonathan’s Landing, Inc.

Shoppes at Westbury Shopping Center, Inc.

South Kingwood Centre Corp.

Spring Shadows GP, LLC

St. Charles Outparcel, Inc.

Steeplechase Centre Corp.

Southwest 19 Northern, Inc.

Texas Equity Holdings, LLC

The Harbour Center, Inc.

The Meadows Shopping Center, LLC

The Shoppes of Eastwood, LLC

UIRT GP, L.L.C.

UIRT I — Centennial, Inc.

UIRT LP, L.L.C.

UIRT-Northwest Crossing Inc.

Wickham DrugStore, LLC

Wimbledon Center Corp.

Wurzbach Centre, LLC

By:	/s/ Howard M. Sipzner
		Howard M. Sipzner Vice President and Treasurer
Bandera Festival Partners, LP
By: Bandera Festival GP, LLC
		By:	/s/ Howard M. Sipzner
			Howard M. Sipzner Vice President and Treasurer
BC Center Partners, LP
By: Harbour Barker Cypress GP, LLC
By:	/s/ Howard M. Sipzner
		Howard M. Sipzner Vice President and Treasurer
Beechnut Centre I L.P.
By: Beechnut Centre Corp.
By:	/s/ Howard M. Sipzner
		Howard M. Sipzner Vice President and Treasurer
Bend Shopping Centre I L.P.
By: Bend Shopping Centre Corp.
By:	/s/ Howard M. Sipzner
		Howard M. Sipzner
		Vice President and Treasurer

Eastbelt Centre I L.P.
By:	Eastbelt Centre Corp.
By:	/s/ Howard M. Sipzner
		Howard M. Sipzner Vice President and Treasurer
FC Market Partners, LP
By:	FC Market GP, LLC
By:	/s/ Howard M. Sipzner
		Howard M. Sipzner Vice President and Treasurer
Grogan Centre I L.P.
By:	Grogan Centre Corp.
By:	/s/ Howard M. Sipzner
		Howard M. Sipzner Vice President and Treasurer
Hedwig Partners, LP
By:	Hedwig GP, LLC
By:	/s/ Howard M. Sipzner
		Howard M. Sipzner Vice President and Treasurer
IRT Partners LP
By:	Equity One, Inc.
By:	/s/ Howard M. Sipzner
		Howard M. Sipzner Vice President and Treasurer
Kirkwood — Bissonnet Partners, LP
By:	KirkBiss GP, LLC
By:	/s/ Howard M. Sipzner
		Howard M. Sipzner
		Vice President and Treasurer

Mason Park Partners, LP
By:	Mason Park GP, LLC
By:	/s/ Howard M. Sipzner
		Howard M. Sipzner Vice President and Treasurer
Park Northern/Centennial Partners, L.P.
By: UIRT I — Centennial, Inc.
By:	/s/ Howard M. Sipzner
		Howard M. Sipzner Vice President and Treasurer
SA Blanco Village Partners, LP
By: SA Blanco Village Partners GP, LLC
By:	/s/ Howard M. Sipzner
		Howard M. Sipzner Vice President and Treasurer
Steeplechase Centre I L.P.
By: Steeplechase Centre Corp.
By:	/s/ Howard M. Sipzner
		Howard M. Sipzner Vice President and Treasurer
Texas CP Land, LP
By: Colony GP, LLC
By:	/s/ Howard M. Sipzner
		Howard M. Sipzner Vice President and Treasurer
Texas Spring Shadows Partners, LP
By: Spring Shadows GP, LLC
By:	/s/ Howard M. Sipzner
		Howard M. Sipzner
		Vice President and Treasurer

UIRT, Ltd.
By: UIRT GP, LLC
By: /s/ Howard M. Sipzner
	Howard M. Sipzner
	Vice President and Treasurer

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/ Erich Mauff
Name: Erich Mauff
Title: Managing Director
By:	/s/ Eric Dobi
Name: Eric Dobi
Title: Director
UBS Securities LLC
By:	/s/ Scott Whitney
Name: Scott Whitney
Title: Executive Director
By:	/s/ Ryan Donovan
Name: Ryan Donovan
Title: Director

For themselves and the other several Underwriters named in Schedule I to the foregoing Agreement.

SCHEDULE I

		Principal Amount
	Nature of Lending	of Securities and
Name of Underwriter	Relationship	Guarantees		Address
Representatives:
J.P. Morgan Securities Inc	A participant in the Company’s unsecured revolving credit facility	$	40,800,000	J.P. Morgan Securities Inc. 270 Park Avenue New York, NY 10017 Attention: High Grade Syndicate Desk — 8th Floor
Deutsche Bank Securities Inc	A participant in the Company’s unsecured revolving credit facility		27,600,000	Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005
UBS Securities LLC	None		27,600.000	UBS Securities LLC Attention: Fixed Income Syndicate Phone: (203) 719-1088 Fax: (203) 719-0495
Others:
Bear, Stearns & Co. Inc	None	$	6,000,000
Credit Suisse First Boston   LLC	None		6,000,000
Comerica Securities, Inc	A participant in the Company’s unsecured revolving credit facility		2,400,000
Merrill Lynch, Pierce, Fenner   & Smith Incorporated	None		2,400,000
PNC Capital Markets, Inc	A participant in the Company’s unsecured revolving credit facility		2,400,000
SunTrust Capital Markets,   Inc.	A participant in the Company’s unsecured revolving credit facility		2,400,000
Wells Fargo Brokerage   Services, LLC.	Representatives of the participants in the Company’s unsecured revolving credit facility		2,400,000

SCHEDULE 1(o)

LIST OF REGISTRATION RIGHTS AGREEMENTS

1.	Registration Rights Agreement dated October 28, 2002 among Equity One, Inc., Silver Maple (2001), Inc., M.G.N. (USA), Inc. and A-H Investments US, L.P.
2.	Amended and Restated Employment Agreement effective as of January 1, 2002, between Equity One, Inc. and Chaim Katzman.
3.	Amended and Restated Employment Agreement effective as of January 1, 2002, between Equity One, Inc. and Doron Valero.
4.	Stock Exchange Agreement dated May 18, 2001 among Equity One, Inc., First Capital Realty, Inc. (formerly Centrefund Realty Corporation) and First Capital America Holding Corp, as amended by the consent dated July 26, 2001 to the Assignment and Assumption Agreement dated July 26, 2001 among First Capital, First Capital Holding, Ficus, Inc. and Silver Maple (2001), Inc.
5.	Subscription Agreement dated October 4, 2000 between Equity One, Inc. and Alony Hetz Properties & Investments, Ltd.
6.	Registration Rights Agreement dated January 1, 1996 among Equity One, Inc., Chaim Katzman, Gazit Holdings, Inc., Dan Overseas Limited, M.G.N. Oil & Gas Resources, Ltd., Eli Macaby, Doron Valero and David Voolkan.
7.	Settlement Agreement dated March 6, 1998 among Gazit, Inc., Danbar Resources Ltd. and Dan Overseas.
8.	Investment Contract dated May 21, 1996 between Gazit-Globe (1982) Ltd., Dan Overseas, Gazit (1995), Inc., Equity One, Inc. and M.G.N. (USA), Inc.
9.	Registration Rights Agreement dated December 1998 by and between Mack Affiliates and Robert A. Elkins, doing business as Frankline Development Co., L.L.C., and Equity One, Inc.

EX-4.1

Exhibit 4.1

EQUITY ONE, INC.

ISSUER,

THE

GUARANTORS
SET FORTH ON THE SIGNATURE PAGES ATTACHED HERETO

AND

SUNTRUST BANK, AS

TRUSTEE

SUPPLEMENTAL INDENTURE NO. 7

DATED AS OF SEPTEMBER 20, 2005

$120,000,000

5.375% SENIOR NOTES DUE 2015

     SUPPLEMENTAL INDENTURE NO. 7, dated as of September 20, 2005 (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 SunTrust Bank (formerly known as SunTrust Bank, Atlanta), a Georgia banking corporation duly organized and existing under the laws of the State of Georgia, 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”), which has been filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, as an exhibit to the Company’s Registration Statement on Form S-3 (Registration No. 333-106909), 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, the 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

     SECTION 1.1. 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; and

          (b) all references herein to Articles and Sections refer to the corresponding Articles and Sections of this Supplemental Indenture.

          (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.

     “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 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

2

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.

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

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

     “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

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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.

     “Reinvestment Rate” means 0.20% (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) 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.

     “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.

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     “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 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 5.375% Senior Notes due 2015 (the “Notes”).

     SECTION 2.2. Limitation on Aggregate Principal Amount.

     The aggregate principal amount of the Notes shall be limited to $120,000,000 (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 5.375% per annum from September 20, 2005 or from the immediately preceding Interest Payment Date to which interest

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has been paid or duly provided for, payable semi-annually in arrears on April 15 and October 15 of each year, commencing April 15, 2006 (each, an “Interest Payment Date”), to the Person in whose name such Note is registered at the close of business on April 1 or October 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 October 15, 2015.

     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 (i) the Borough of Manhattan, The City of New York, New York, and the office or agency for such purpose shall initially be SunTrust Robinson Humphrey Capital Markets, 125 Broad Street, 3^rd Floor, New York, NY 10004 and (ii) the City of Atlanta, Georgia, and the office or agency for such purpose shall initially be SunTrust Bank, 25 Park Place, N.E., 24th Floor, Atlanta, Georgia 30303-2900.

     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.

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     SECTION 2.10. Form of Notes.

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

     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.

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.

     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

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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.

     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

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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.

     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 Credit Agreement dated as of February 7, 2003, 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). 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

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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 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

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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.

     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,

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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.

     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.

14

ARTICLE FOUR
MISCELLANEOUS PROVISIONS

     SECTION 4.1. 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 4.2. 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 4.3. 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 4.4. 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 4.5. 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.

     SECTION 4.6. 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 4.7. 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 4.8. 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 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.

     SECTION 4.9. 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

15

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 4.10. 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/ Arthur L. Gallagher
Name: Arthur L. Gallagher
Title: General Counsel and Secretary

Address:

1600 N.E. Miami Gardens Drive

Miami, Florida 33179

Attention: Chief Financial Officer

GUARANTORS:

Bandera Festival GP, LLC

Beechnut Centre Corp.

Benbrook Centre Corp.

Bend Shopping Centre Corp.

Cashmere Developments, Inc.

Centrefund (US), LLC

Centrefund Acquisition (Texas) Corp.

Centrefund Acquisition Corp.

Centrefund Development (Gainesville), LLC

Centrefund Realty (U.S.) Corporation

Colony GP, LLC

Copperfield Crossing, Inc.

Eastbelt Centre Corp.

Equity (Landing) Inc.

Equity One (147) Inc.

Equity One (Alpha) Corp.

Equity One (Atlantic Village) Inc.

Equity One (Beauclerc) Inc.

Equity One (Beta) Inc.

Equity One (Clematis) LLC

Equity One (Commonwealth) Inc.

Equity One Construction Inc.

Equity One (Coral Way) Inc.

Equity One (Delta) Inc.

By:	/s/ Arthur L. Gallagher
	Arthur L. Gallagher
	Vice President and Secretary

17

Equity One (El Novillo) Inc.

Equity One (Eustis Square) Inc.

Equity One (Florida Portfolio) Inc.

Equity One (Forest Edge) Inc.

Equity One (Forest Village Phase II) Inc.

Equity One (Gamma) Inc.

Equity One (Lantana) Inc.

Equity One (Losco) Inc.

Equity One (Mandarin) Inc.

Equity One (Monument) Inc.

Equity One (North Port) Inc.

Equity One (Oak Hill) Inc.

Equity One (Olive) Inc.

Equity One (Point Royale) Inc.

Equity One (Sky Lake) Inc.

Equity One (Summerlin) Inc.

Equity One (Walden Woods) Inc.

Equity One (Waterstone) Inc.

Equity One (West Lake) Inc.

Equity One Acquisition Corp.

Equity One Realty & Management Texas, Inc.

Equity One Realty & Management FL, Inc.

Equity Texas Properties, LLC

FC Market GP, LLC

Florida Del Rey Holdings II, Inc.

Forestwood Equity Partners GP, LLC

Garland & Barns, LLC

Garland & Jupiter, LLC

Gazit (Meridian) Inc.

Grogan Centre Corp.

Harbor Barker Cypress GP, LLC

Hedwig GP, LLC

IRT Alabama, Inc.

IRT Capital Corporation II

IRT Management Company

KirkBiss GP, LLC

Leesburg DrugStore, LLC

Mariner Outparcel, Inc.

Mason Park GP, LLC

McMinn Holdings, Inc.

North Kingwood Centre Corp.

Oakbrook Square Shopping Center Corp.

Parcel F, LLC

Plymouth South Acquisition Corp.

Prosperity Shopping Center Corp.

By:	/s/ Arthur L. Gallagher
	Arthur L. Gallagher
	Vice President and Secretary

18

PSL Developments, Inc.

Ryanwood Shopping Center, L.L.C.

SA Blanco Village Partners GP, LLC

Salerno Village Shopping Center, LLC

Shoppes at Jonathan’s Landing, Inc.

Shoppes at Westbury Shopping Center, Inc.

South Kingwood Centre Corp.

Spring Shadows GP, LLC

St. Charles Outparcel, Inc.

Steeplechase Centre Corp.

Southwest 19 Northern, Inc.

Texas Equity Holdings, LLC

The Harbour Center, Inc.

The Meadows Shopping Center, LLC

The Shoppes of Eastwood, LLC

UIRT GP, L.L.C.

UIRT I — Centennial, Inc.

UIRT LP, L.L.C.

UIRT-Northwest Crossing Inc.

Wickham DrugStore, LLC

Wimbledon Center Corp.

Wurzbach Centre, LLC

By:	/s/ Arthur L. Gallagher
	Arthur L. Gallagher
	Vice President and Secretary

Bandera Festival Partners, LP

By: Bandera Festival GP, LLC

By:	/s/ Arthur L. Gallagher
	Arthur L. Gallagher
	Vice President and Secretary

BC Centre Partners, LP

By: Harbour Barker Cypress GP, LLC

By:	/s/ Arthur L. Gallagher
	Arthur L. Gallagher
	Vice President and Secretary

19

Beechnut Centre I L.P.

By: Beechnut Centre Corp.

By:	/s/ Arthur L. Gallagher
	Arthur L. Gallagher
	Vice President and Secretary

Bend Shopping Centre I L.P.

By: Bend Shopping Centre Corp.

By:	/s/ Arthur L. Gallagher
	Arthur L. Gallagher
	Vice President and Secretary

Eastbelt Centre I L.P.

By: Eastbelt Centre Corp.

By:	/s/ Arthur L. Gallagher
	Arthur L. Gallagher
	Vice President and Secretary

FC Market Partners, LP

   By: FC Market GP, LLC

By:	/s/ Arthur L. Gallagher
	Arthur L. Gallagher
	Vice President and Secretary

Grogan Centre I L.P.

By: Grogan Centre Corp.

By:	/s/ Arthur L. Gallagher
	Arthur L. Gallagher
	Vice President and Secretary

Hedwig Partners, LP

By: Hedwig GP, LLC

By:	/s/ Arthur L. Gallagher
	Arthur L. Gallagher
	Vice President and Secretary

20

IRT Partners LP

By: Equity One, Inc.

By:	/s/ Arthur L. Gallagher
	Arthur L. Gallagher
	Vice President and Secretary

Kirkwood — Bissonnet Partners, LP

By: KirkBiss GP, LLC

By:	/s/ Arthur L. Gallagher
	Arthur L. Gallagher
	Vice President and Secretary

Mason Park Partners, LP

By: Mason Park GP, LLC

By:	/s/ Arthur L. Gallagher
	Arthur L. Gallagher
	Vice President and Secretary

Park Northern/Centennial Partners, L.P.

By: UIRT I — Centennial, Inc.

By:	/s/ Arthur L. Gallagher
	Arthur L. Gallagher
	Vice President and Secretary

SA Blanco Village Partners, LP

By: SA Blanco Village Partners GP, LLC

By:	/s/ Arthur L. Gallagher
	Arthur L. Gallagher
	Vice President and Secretary

Steeplechase Centre I L.P.

By: Steeplechase Centre Corp.

By:	/s/ Arthur L. Gallagher
	Arthur L. Gallagher
	Vice President and Secretary

21

Texas CP Land, LP

     By: Colony GP, LLC

By:	/s/ Arthur L. Gallagher
	Arthur L. Gallagher
	Vice President and Secretary

Texas Spring Shadows Partners, LP

     By: Spring Shadows GP, LLC

By:	/s/ Arthur L. Gallagher
	Arthur L. Gallagher
	Vice President and Secretary

UIRT, Ltd.

       By: UIRT GP, LLC

By:	/s/ Arthur L. Gallagher
	Arthur L. Gallagher
	Vice President and Secretary

SUNTRUST BANK, as Trustee
By:	/s/ George Hogan
Name: George Hogan
Title:

22

EXHIBIT A TO SUPPLEMENTAL INDENTURE

     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-	—$120,000,000—	294752 AB 6

EQUITY ONE, INC.

5.375% SENIOR NOTE DUE 2015

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 TWENTY MILLION AND NO/100 DOLLARS on October 15, 2015, and to pay interest on the outstanding principal amount thereon from September 20, 2005, or from the immediately preceding Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on April 15 and October 15 of each year, commencing April 15, 2006, at the rate of 5.375% per annum, 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 April 1 or October 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 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.

23

     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, and Supplemental Indenture No. 7, dated as of September 20, 2005 (as so supplemented, herein called the “Indenture”), among the Company, as successor to IRT Property Company, the Guarantors listed in such Supplemental Indenture No. 7, and SunTrust Bank (formerly SunTrust Bank Atlanta) (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 $120,000,000, 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 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.

24

     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 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 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 $1,000 and any integral multiple thereof. 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.

25

     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.

     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.

26

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

     Dated: September 20, 2005

EQUITY ONE, INC.
By:
	Name:
	Title:	[Corporate Seal]
Attest:
	Name:
	Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION:

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

SUNTRUST BANK, as Trustee
By:
	Authorized Signatory

27

GUARANTY

     Each guarantor listed in Supplemental Indenture No. 7 (the “Guarantors”), dated as of September 20, 2005 to the Indenture among Equity One, Inc., as successor to IRT Property Company (the “Company”), the Guarantors and SunTrust Bank (formerly SunTrust Bank, Atlanta), as trustee (the “Trustee”) as further 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, and Supplemental Indenture No. 7, dated as of September 20, 2005 (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.

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

Dated: September 20, 2005

GUARANTORS:

Bandera Festival GP, LLC

Beechnut Centre Corp.

Benbrook Centre Corp.

Bend Shopping Centre Corp.

Cashmere Developments, Inc.

By:
	Arthur L. Gallagher
	Vice President and Secretary

28

Centrefund (US), LLC

Centrefund Acquisition (Texas) Corp.

Centrefund Acquisition Corp.

Centrefund Development (Gainesville), LLC

Centrefund Realty (U.S.) Corporation

Colony GP, LLC

Copperfield Crossing, Inc.

Eastbelt Centre Corp.

Equity (Landing) Inc.

Equity One (147) Inc.

Equity One (Alpha) Corp.

Equity One (Atlantic Village) Inc.

Equity One (Beauclerc) Inc.

Equity One (Beta) Inc.

Equity One (Clematis) LLC

Equity One (Commonwealth) Inc.

Equity One Construction Inc.

Equity One (Coral Way) Inc.

Equity One (Delta) Inc.

Equity One (El Novillo) Inc.

Equity One (Eustis Square) Inc.

Equity One (Florida Portfolio) Inc.

Equity One (Forest Edge) Inc.

Equity One (Forest Village Phase II) Inc.

Equity One (Gamma) Inc.

Equity One (Lantana) Inc.

Equity One (Losco) Inc.

Equity One (Mandarin) Inc.

Equity One (Monument) Inc.

Equity One (North Port) Inc.

Equity One (Oak Hill) Inc.

Equity One (Olive) Inc.

Equity One (Point Royale) Inc.

Equity One (Sky Lake) Inc.

Equity One (Summerlin) Inc.

Equity One (Walden Woods) Inc.

Equity One (Waterstone) Inc.

Equity One (West Lake) Inc.

Equity One Acquisition Corp.

Equity One Realty & Management Texas, Inc.

Equity One Realty & Management FL, Inc.

Equity Texas Properties, LLC

FC Market GP, LLC

By:
	Arthur L. Gallagher
	Vice President and Secretary

29

Florida Del Rey Holdings II, Inc.

Forestwood Equity Partners GP, LLC

Garland & Barns, LLC

Garland & Jupiter, LLC

Gazit (Meridian) Inc.

Grogan Centre Corp.

Harbor Barker Cypress GP, LLC

Hedwig GP, LLC

IRT Alabama, Inc.

IRT Capital Corporation II

IRT Management Company

KirkBiss GP, LLC

Leesburg DrugStore, LLC

Mariner Outparcel, Inc.

Mason Park GP, LLC

North Kingwood Centre Corp.

Oakbrook Square Shopping Center Corp.

Parcel F, LLC

Plymouth South Acquisition Corp.

Prosperity Shopping Center Corp.

PSL Developments, Inc.

Ryanwood Shopping Center, L.L.C.

SA Blanco Village Partners GP, LLC

Salerno Village Shopping Center, LLC

Shoppes at Jonathan’s Landing, Inc.

Shoppes at Westbury Shopping Center, Inc.

South Kingwood Centre Corp.

Spring Shadows GP, LLC

St. Charles Outparcel, Inc.

Steeplechase Centre Corp.

Southwest 19 Northern, Inc.

Texas Equity Holdings, LLC

The Harbour Center, Inc.

The Meadows Shopping Center, LLC

The Shoppes of Eastwood, LLC

UIRT GP, L.L.C.

UIRT I — Centennial, Inc.

UIRT LP, L.L.C.

UIRT-Northwest Crossing Inc.

Wickham DrugStore, LLC

Wimbledon Center Corp.

Wurzbach Centre, LLC

By:
	Arthur L. Gallagher
	Vice President and Secretary

30

Bandera Festival Partners, LP

By: Bandera Festival GP, LLC

By:
	Arthur L. Gallagher
	Vice President and Secretary

BC Centre Partners, LP

By: Harbour Barker Cypress GP, LLC

By:
	Arthur L. Gallagher
	Vice President and Secretary

Beechnut Centre I L.P.

By: Beechnut Centre Corp.

By:
	Arthur L. Gallagher
	Vice President and Secretary

Bend Shopping Centre I L.P.

By: Bend Shopping Centre Corp.

By:
	Arthur L. Gallagher
	Vice President and Secretary

Eastbelt Centre I L.P.

By: Eastbelt Centre Corp.

By:
	Arthur L. Gallagher
	Vice President and Secretary

FC Market Partners, LP

By: FC Market GP, LLC

By:
	Arthur L. Gallagher
	Vice President and Secretary

Grogan Centre I L.P.

By: Grogan Centre Corp.

31

By:
	Arthur L. Gallagher
	Vice President and Secretary

Hedwig Partners, LP

By: Hedwig GP, LLC

By:
	Arthur L. Gallagher
	Vice President and Secretary

IRT Partners LP

By: Equity One, Inc.

By:
	Arthur L. Gallagher
	Vice President and Secretary

Kirkwood — Bissonnet Partners, LP

By: KirkBiss GP, LLC

By:
	Arthur L. Gallagher
	Vice President and Secretary

Mason Park Partners, LP

By: Mason Park GP, LLC

By:
	Arthur L. Gallagher
	Vice President and Secretary

Park Northern/Centennial Partners, L.P.

By: UIRT I — Centennial, Inc.

By:
	Arthur L. Gallagher
	Vice President and Secretary

SA Blanco Village Partners, LP

By: SA Blanco Village Partners GP, LLC

By:
	Arthur L. Gallagher
	Vice President and Secretary

32

Steeplechase Centre I L.P.

By: Steeplechase Centre Corp.

By:
	Arthur L. Gallagher
	Vice President and Secretary

Texas CP Land, LP

By: Colony GP, LLC

By:
	Arthur L. Gallagher
	Vice President and Secretary

Texas Spring Shadows Partners, LP

By: Spring Shadows GP, LLC

By:
	Arthur L. Gallagher
	Vice President and Secretary

UIRT, Ltd.

By: UIRT GP, LLC

By:
	Arthur L. Gallagher
	Vice President and Secretary

33

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.

     Dated: ___

     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.

34

EX-5.1

Exhibit 5.1

September 20, 2005

Equity One, Inc.
1600 Northeast Miami Gardens Drive
Miami, Florida 33131

          Re: Registration Statement on Form S-3

Ladies and Gentlemen:

          We have served as Maryland counsel to Equity One, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the registration by the Company of up to $120,000,000 aggregate principal amount of 5.375% Senior Notes due 2015 (the “Notes”), covered by the Registration Statement on Form S-3 (File No. 333-106909) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”), including the related form of prospectus in the form in which it was transmitted to the Commission (collectively, the “Registration Statement”) and a Prospectus Supplement filed by the Company with the Commission on September 16, 2005 (the “Prospectus Supplement”).

          In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):

          1. The Registration Statement;

          2. The Prospectus Supplement;

          3. The charter of the Company (the “Charter”), certified as of a recent date by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

          4. The Bylaws of the Company, certified as of the date hereof by an officer of the Company;

          5. Resolutions adopted by the Board of Directors of the Company, or a duly authorized committee thereof, relating to the issuance of the Notes and the filing of the Registration Statement and the Prospectus Supplement (the “Resolutions”), certified as of the date hereof by an officer of the Company;

          6. A certificate of the SDAT as of a recent date as to the good standing of the Company;

          7. A certificate executed by an officer of the Company, dated as of the date hereof; and

35

          8. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

          In expressing the opinion set forth below, we have assumed the following:

          1. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

          2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

          3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

          4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

          Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

          1. The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

          2. The Notes have been duly authorized for issuance.

          The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to the applicability or effect of any federal or state securities laws, any federal or state laws regarding fraudulent transfers or any real estate syndication laws of the State of Maryland. The opinion expressed herein is subject to the effect of judicial decisions which may permit the introduction of parol evidence to modify the terms on the interpretation of agreements.

          We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

36

          This opinion is being furnished to the Company solely for submission to the Commission as an exhibit to the Registration Statement.

          We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.

Very truly yours,

/s/ Venable LLP

37

EX-5.2

Exhibit 5.2

September 20, 2005

Equity One, Inc.
1600 N.E. Miami Gardens Drive
North Miami Beach, Florida 33179

          Re: Equity One, Inc. Registration Statement on Form S-3

Ladies and Gentlemen:

          We have acted as counsel for Equity One, Inc., a Maryland corporation (the “Company”), and certain of its subsidiaries (the “Guarantors”) in connection with the public offering by the Company of $120,000,000 aggregate principal amount of it’s 5.375% Senior Notes due 2015 (the “Notes”) unconditionally guaranteed as to the payment of principal and interest (each a “Guaranty,” and collectively the “Guarantees,” and, collectively with the Notes, the “Securities”) by the Guarantors pursuant to Supplemental Indenture No. 7 dated as of the date hereof (the “Supplemental Indenture”) to the Indenture dated as of September 9, 1998 (as amended and supplemented through the date hereof, including without limitation pursuant to the Supplemental Indenture, the “Indenture”). The Securities are being issued pursuant to the registration statement on Form S-3 (File No. 333-106909) filed by the Company and the Guarantors, under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”), and the prospectus supplement dated September 14, 2005 filed by the Company pursuant to Rule 424(b) of the rules and regulations of the Securities and Exchange Commission (the “Commission”), including the base prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations of the Commission on September 24, 2003 (the “Prospectus”), which pursuant to Form S-3 incorporates by reference or is deemed to incorporate by reference documents filed as of the date hereof under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as set forth in the Prospectus.

     In connection with our representation of the Company and the Guarantors, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following:

1.	the Registration Statement;
2.	the Prospectus and
3.	the Indenture.

38

     We have also examined the originals, or duplicates or certified or conformed copies, of such other records, agreements, instruments and other documents and have made such other investigation as we have deemed relevant and necessary in connection with the opinions expressed herein. As to questions of fact material to this opinion, we have relied without independent investigation as to the accuracy of such documents, records and instruments upon certificates of public officials and of officers and representatives of the Company or the Guarantors.

     In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.

     Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

     1. Assuming the due authorization and execution of the Notes by the Company, when issued and delivered by the Trustee in accordance with the terms of the Indenture (assuming the due authorization, execution and delivery of the Certificate of Authentication by the Trustee), and delivered to, and paid for by, the purchasers, such Notes will constitute valid and legally binding obligations of the Company; and

     2. Assuming the due authorization, execution and delivery of the Guarantees by each Guarantor (other than those Guarantors organized under the laws of the States of Arizona, Delaware, Florida and Georgia), each Guarantee constitutes a valid and legally binding obligation of such Guarantor.

     The opinions set forth above are subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law), (iii) the discretion of the court before which any proceeding therefor may be brought and (iv) to the extent required by any jurisdiction in which the Securities are being executed in, the payment of any documentary stamp taxes that may be due in connection therewith. The opinions set forth above are also subject to the qualification that certain provisions of the Indenture or the Securities in whole or in part, may not be enforceable, although the inclusion of such provisions does not render such instruments invalid, and such instruments and the laws of the State of Georgia contain adequate remedial provisions for the practical realization of the rights and benefits afforded thereby.

     We express no opinion with respect to:

     (A) the effect of any provision of the Indenture or the Securities which is intended to permit modification or waiver thereof only by means of an agreement signed in writing by the parties thereto;

     (B) the effect of any provision of the Indenture or the Securities imposing penalties or forfeitures or any late charges, prepayment penalties, default interest or other similar provisions which may be deemed to constitute penalties;

39

     (C) the enforceability of any provision of any of the Indenture or the Securities to the extent that such provision constitutes a waiver of illegality as a defense to performance of contract obligations;

     (D) the effect of waivers of applicable statutes of limitations;

     (E) the enforceability of any provision of the Indenture regarding the severability of clauses or provisions of that document;

     (F) the effect of any provision of the Indenture or the Securities relating to indemnification or exculpation in connection with violations of any securities laws or relating to indemnification, contribution or exculpation in connection with willful, reckless or criminal acts or negligence of the indemnified or exculpated person or the person receiving contribution; and

     (H) the enforceability of the provisions of the Indenture or the Securities (i) restricting access to legal or equitable remedies, (ii) purporting to waive or affect any rights to notices, (iii) allowing any party to declare indebtedness due and payable without notice (as some courts have held that acceleration may not be made except by an unequivocal act of the holder evidencing acceleration, which may include notice to the debtor), (iv) covenanting to take action the taking of which is discretionary with or subject to the approval of a third party or which is otherwise subject to contingencies the fulfillment of which are not within the control of the parties so covenanting, (v) providing for nonjudicial foreclosure, (vi) providing for specific performance and appointment of a receiver, (vii) providing that the Trustee’s or any holder of Securities failure to exercise any right, remedy or option under the documents shall not operate as a waiver, or (viii) purporting to establish evidentiary standards for suit or proceedings to enforce said documents.

     We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

     This opinion is being furnished to the Company solely for submission to the Commission as an exhibit to the Registration Statement and, accordingly, may not be relied upon by, quoted in any manner to, or delivered to any other person or entity without, in each instance, our prior written consent.

     We do not express any opinion herein concerning any law other than the laws of the States of Arizona, Florida, Georgia, the federal law of the United States, the Delaware General Corporation Law and the Delaware Limited Liability Company Law.

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Act.

Very truly yours,

/s/ Greenberg Traurig, P.A.

/s/ Greenberg Traurig, LLP

40

EX-12.1

Exhibit 12.1

Equity One, Inc

Ratio of Earnings to Fixed Charges

For the six months ended June 30, 2005 and the years ended December 31, 2004, 2003, 2002, 2001 & 2000

	Six months
	ended			For the years ended December 31,
	June 30, 2005			2004			2003			2002			2001			2000
Net Income	$	46,933		$	97,804		$	63,647		$	39,934		$	18,721		$	12,555
Adjustments:
Minority Interest		96			576			756			101			1726			603
Income from discontinued operations		(14,642	)		(44,323	)		(23,859	)		(27,112	)		(5,760	)		(1,171	)
Distributed Income of Equity Investees		0			3,119			5,424			871			287			2,057
Total Adjustments		(14,546	)		(40,628	)		(17,679	)		(26,140	)		(3,747	)		1,489
Fixed Charges:
Interest Expense		22,740			41,450			32,628			15,965			18,606			12,216
Capitalized Interest		1,423			3,204			3,822			2,375			2,102			2,181
Amortization of Market Value Adj		2,621			4,958			3,584			—			—			—
Amortization of Loan Fees		719			1,335			902			627			1,052			242
Total Fixed Charges		27,503			50,947			40,936			18,967			21,760			14,639
Less: interest capitalized		(1,423	)		(3,204	)		(3,822	)		(2,375	)		(2,102	)		(2,181	)
Earnings, as defined	$	58,467		$	104,919		$	83,082		$	30,386		$	34,632		$	26,502
Divide by Fixed Charges	$	27,503		$	50,947		$	40,936		$	18,967		$	21,760		$	14,639
Ratio of earnings to fixed charges		2.13			2.06			2.03			1.60			1.59			1.81

41

EX-99.1

Exhibit 99.1

Equity One, Inc.
1600 NE Miami Gardens Drive
North Miami Beach, FL 33179
305-947-1664 For additional information at the Company:
     Howard Sipzner, EVP and CFO
Media Contact:
     David Schull 305-446-2700

FOR IMMEDIATE RELEASE:

Equity One Closes Sale of $120 Million of Senior Unsecured Notes

NORTH MIAMI BEACH, FL; September 20, 2005 — Equity One, Inc. (NYSE:EQY), an owner, developer and operator of community and neighborhood shopping centers located predominantly in high growth markets in the southern United States and the metropolitan Boston, Massachusetts area, announced today that it has closed its previously announced sale of $120 million principal amount of 5.375% senior unsecured notes due October 15, 2015. The notes were priced on Wednesday, September 14, 2005 at 99.488% with a yield to maturity of 5.441%, or a spread at the time of pricing of 1.30% to the August 15, 2015 Treasury note.

Net proceeds of the offering will be used to repay existing indebtedness under the Company’s unsecured revolving credit facility and for other general corporate purposes.

All securities sold in this offering are rated Baa3 (positive outlook) by Moody’s Investors Service and BBB- (stable outlook) by Standard & Poor’s. The joint book-running managers were Deutsche Bank Securities Inc., J.P. Morgan Securities Inc. and UBS Securities LLC. The senior co-managers were Bear, Stearns & Co. Inc. and Credit Suisse First Boston LLC. The co-managers were Comerica Securities, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, PNC Capital Markets, Inc., SunTrust Capital Markets, Inc. and Wells Fargo Securities, LLC.

The notes were sold under the Company’s existing shelf registration statement filed with the Securities and Exchange Commission. The offering of the notes was made only by means of a prospectus supplement and prospectus. The prospectus supplement was filed with the Securities and Exchange Commission on September 16, 2005. Copies of the prospectus supplement and prospectus relating to the offering may be obtained from J.P. Morgan Securities Inc., 270 Park Avenue, New York, NY 10017, High Grade Syndicate Desk at telephone number 212-834-4533.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

About Equity One, Inc.

Equity One is a leading real estate investment trust that principally acquires, renovates, develops and manages neighborhood and community shopping centers anchored by national and regional supermarket chains and other necessity-oriented retailers such as drug stores or discount retail stores. Our 19.5 million square foot portfolio consists of 189 properties encompassing 127 supermarket-anchored shopping centers, seven drug store-anchored shopping centers, 45 retail-anchored shopping centers, seven development parcels and three commercial properties, as well as a non-controlling interest in one unconsolidated joint venture. For additional information, please visit our web site at http://www.equityone.net.

Forward Looking Statements

Certain matters discussed by Equity One in this press release constitute forward-looking statements within the meaning of the federal securities laws. Although Equity One believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that these expectations will be achieved. Factors that could cause actual results to differ materially from current expectations include changes in macro-economic conditions and the demand for retail space in Florida, Texas, Georgia, Massachusetts and the other states in which Equity One owns properties; the continuing financial success of Equity One’s current and prospective tenants; continuing supply constraints in Equity One’s geographic markets; the availability of properties for acquisition; the timing and financial results of property dispositions; the success of Equity One’s efforts to lease up vacant properties; the effects of natural and other disasters; the ability of Equity One to successfully integrate the operations and systems of acquired companies and properties; and other risks, which are described in Equity One’s filings with the Securities and Exchange Commission.