SUPPLEMENTAL INDENTURE

EXHIBIT 4.1

EQUITY ONE, INC.,

ISSUER,

THE

GUARANTORS

AND

U.S. BANK NATIONAL ASSOCIATION, AS

TRUSTEE

SUPPLEMENTAL INDENTURE NO. 11

DATED AS OF APRIL 18, 2007

$150,000,000

6.00% SENIOR NOTES DUE 2017

      SUPPLEMENTAL INDENTURE NO. 11 , dated as of April 18, 2007 (this “ Supplemental Indenture ”), among Equity One, Inc. , a corporation duly organized and existing under the laws of the State of Maryland (the “ Company ”), each of the Guarantors set forth on the signature pages attached hereto (the “ Guarantors ”), and U.S. Bank National Association (as successor to SunTrust Bank), a national banking corporation duly organized and existing under the laws of the United States, as trustee (the “ Trustee ”).

R E C I T A L S

      WHEREAS , the Company, as successor by merger to IRT Property Company, and the Trustee have heretofore entered into an Indenture dated as of September 9, 1998 (the “ Original Indenture ” and as amended, supplemented or otherwise modified through the date hereof, the “ Indenture ”), providing for the issuance from time to time of senior debt securities of the Company;

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

      WHEREAS , the Guarantors will provide the guaranty herein set forth (the “ Guaranty ”) of the Obligations (as defined herein);

      WHEREAS , Sections 901(6) and 901(10) of the Indenture permit the Company and the Trustee to enter into indentures supplemental thereto without the consent of any Holder of Securities to evidence the Guaranty of each Guarantor and to make any change to the Indenture, provided that such change does not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect;

      WHEREAS , each Guarantor has determined that its execution, delivery and performance of this Supplemental Indenture directly benefits, and are within the purposes and best interests of, such Guarantor;

      WHEREAS , the Board of Directors of the Company has duly adopted resolutions authorizing the Company to execute and deliver this Supplemental Indenture and the Board of Directors (or equivalent governing body) of each Guarantor has duly adopted resolutions authorizing such Guarantor to execute and deliver this Supplemental Indenture; and

      WHEREAS , all other conditions and requirements necessary to make this Supplemental Indenture, when duly executed and delivered, a valid and binding agreement in accordance with its terms and for the purposes herein expressed, have been performed and fulfilled.

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and each Guarantor agrees as follows:

ARTICLE ONE
DEFINITIONS

      Definitions . For all purposes of this Supplemental Indenture, except as otherwise expressly provided for or unless the context otherwise requires:

          (a) capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Indenture;

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

          (c) as used herein the following terms have the following meanings:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     “ Notes ” has the meaning specified in Section 2.1 hereof.

     “ Obligations ” means (x) all payment and performance obligations of the Company (i) under the Indenture with respect to the Guaranteed Securities, (ii) under the Guaranteed Securities and (iii) as a result of the issuance of the Guaranteed Securities and (y) the obligation to pay an amount equal to the amount of any and all damages which the Trustee and the Holders, or any of them, may suffer by reason of a breach by either the Company or any other obligor of any obligation, covenant or undertaking under (i) the Indenture with respect to the Guaranteed Securities or (ii) the Guaranteed Securities.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE TWO
THE SERIES OF NOTES

     SECTION 2.1. Title of the Securities.

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

     SECTION 2.2. Limitation on Aggregate Principal Amount.

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

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

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

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

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

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

     The Notes will mature on September 15, 2017.

     SECTION 2.4. Limitations on Incurrence of Debt.

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

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

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.

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

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

     SECTION 2.6. Places of Payment.

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

     SECTION 2.7. Method of Payment.

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

     SECTION 2.8. Currency.

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

     SECTION 2.9. Registered Securities; Global Form.

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

     SECTION 2.10. Form of Notes.

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

     SECTION 2.11. Security Registrar and Paying Agent.

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

     SECTION 2.12. Defeasance.

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

     SECTION 2.13. Registration Default.

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

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

ARTICLE THREE
GUARANTY

     SECTION 3.1. Guaranty . Each Guarantor hereby unconditionally guarantees to the Trustee and the Holders full and prompt payment and performance when due, whether at maturity, by acceleration or otherwise, of all Obligations. Each Obligation shall rank pari passu with each other Obligation.

     SECTION 3.2. Obligations Several . Regardless of whether any proposed Guarantor or any other Person or Persons is, are or shall become in any other way responsible to the Trustee and the Holders, or any of them, for or in respect of the Obligations or any part thereof, and regardless of whether or not any Person or Persons now or hereafter responsible to the Trustee and the Holders, or any of them, for the Obligations or any part thereof, whether under the Guaranty or otherwise, shall cease to be so liable, each Guarantor hereby declares and agrees that the Guaranty provided thereby is and shall continue to be a several obligation (as well as a joint one), shall be a continuing guaranty and shall be operative and binding on such Guarantor. Each Guarantor hereby agrees that it will not exercise any rights which it may acquire by way of subrogation under the Guaranty, by any payment made hereunder or otherwise, unless and until all of the Obligations shall have been paid in full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held in trust for the benefit of the Trustee and the Holders and shall forthwith be paid to the Trustee to be credited and applied upon the Obligations, whether matured or unmatured, in accordance with the terms of the Indenture, but subject to the provisions of Section 3.7 hereof.

     SECTION 3.3. Guaranty Final . Upon the execution and delivery of this Supplemental Indenture by the parties hereto, this Supplemental Indenture shall be deemed to be finally executed and delivered by the parties hereto and shall not be subject to or affected by any promise or condition affecting or limiting any Guarantor’s liability, and no statement, representation, agreement or promise on the part of the Trustee, the Holders, the Company, or any of them, or any officer, employee or agent thereof, unless contained herein forms any part of this Supplemental Indenture or has induced the making hereof or shall be deemed in any way to affect any Guarantor’s liability hereunder. The Guarantors’ obligations hereunder shall remain in full force and effect until all Obligations shall have been paid in full.

     SECTION 3.4. Dealings With the Company . The Company, the Trustee and the Holders, or any of them, may, from time to time, without exonerating or releasing any Guarantor in any way under the Guaranty, (i) take such further or other security or securities for the Obligations or any part thereof as the Trustee and the Holders, or any of them, may deem proper, consistent with the Indenture, (ii) release, discharge, abandon or otherwise deal with or fail to deal with any Guarantor of the Obligations or any security or securities therefor or any part thereof now or hereafter held by the Trustee and the Holders, or any of them, as the Trustee and the Holders, or any of them, may deem proper, consistent with the Indenture, or (iii) consistent with the Indenture, amend, modify, extend, accelerate or waive in any manner any of the provisions, terms, or conditions of the Indenture and the Guaranteed Securities, all as the Company, the Trustee and the Holders, or any of them, may consider expedient or appropriate in their sole discretion. Without limiting the generality of the foregoing, or of Section 3.5 hereof, it is understood that the Company, the Trustee and the Holders, or any of them, may, without exonerating or releasing any Guarantor, give up, or modify or abstain from perfecting or taking advantage of any security for the Obligations and accept or make any compositions or arrangements, and realize upon any security for the Obligations when, and in such manner, as the Trustee and the Holders, or any of them, may deem expedient, consistent with the Indenture, all without notice to any Guarantor.

     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