EXHIBIT 4.1
AMENDMENT NO. 1 TO
SHAREHOLDER PROTECTION RIGHTS AGREEMENT
Amendment No. 1, dated as of October 28, 2002, to the Shareholder
Protection Rights Agreement, dated as of August 21, 1998 (the "Agreement"),
between IRT Property Company, a Georgia corporation (the "Company"), and
SunTrust Bank, Atlanta, as Rights Agent (the "Rights Agent").
W I T N E S S E T H
WHEREAS, the Company proposes to enter into an Agreement and Plan of
Merger, dated as of October 28, 2002 (the "Merger Agreement"), with Equity One,
Inc., a Maryland corporation; and
WHEREAS, the Board of Directors of the Company has determined that it
is necessary and desirable to amend, pursuant to Section 5.4 of the Agreement,
the Agreement to comply with the terms of the Merger Agreement, and a majority
of the Continuing Directors, at a meeting of such Board duly called and held on
October 28, 2002, voted in favor of the adoption of this Amendment.
NOW, THEREFORE, in consideration of the foregoing, the mutual
agreements herein set forth and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Section 1.1 of the Agreement under the definition of
"Acquiring Person" is hereby amended by adding the following sentence at the end
thereof:
"Notwithstanding the foregoing, no Person shall become an 'Acquiring
Person' as the result of the execution and delivery of, or the
consummation of any of the transactions contemplated by, each of the
Agreement and Plan of Merger dated as of October 28, 2002 among Equity
One, Inc., a Maryland corporation, and the Company (the "Merger
Agreement"), the Voting Agreements, dated as of the date of the Merger
Agreement, among the Company and certain principal shareholders of
Equity One, Inc. (the EQY Voting Agreements") and the Voting
Agreements, dated as of the date of the Merger Agreement, among Equity
One, Inc. and certain principal shareholders of the Company (together
with the EQY Voting Agreements, the "Voting Agreements")."
2. Section 1.1 of the Agreement under the definition of
"Beneficial Owner" is hereby amended by adding the following sentence at the end
thereof:
"Notwithstanding the foregoing, no Person shall be deemed the
'Beneficial Owner' of, or to 'Beneficially Own', any securities on
account of the execution and delivery of the Merger Agreement and the
Voting Agreements or the consummation of the transactions contemplated
thereby."
3. Section 1.1 of the Agreement under the definition of
"Separation Time" is hereby amended by adding the following sentence at the end
thereof:
"Notwithstanding the foregoing, no announcement of the execution and
delivery of the Merger Agreement or of the calling of a shareholders
meeting to approve and adopt the Merger Agreement nor the filing of the
Joint Proxy Statement (as defined in the Merger Agreement) or any
amendment thereto nor any distribution of the prospectus contained
therein nor any other action taken to facilitate the consummation of
any of the transactions contemplated by the Merger Agreement and the
Voting Agreements shall be deemed the publication, sending or giving of
a tender offer or exchange offer for the purposes of this Agreement."
4. Section 1.1 of the Agreement under the definition of
"Expiration Time" is hereby deleted in its entirety and the following is
substituted in lieu thereof:
"'Expiration Time' shall mean the earliest of (i) the Exchange Time,
(ii) the Redemption Time, (iii) August 31, 2008 and (iv) the Effective
Time (as defined in the Merger Agreement)."
5. Section 5.14 of the Agreement is hereby amended by adding a
new sentence to the end as follows:
"The execution and delivery of and the consummation of the transactions
contemplated by the Merger Agreement and Amendment No. 1 to this
Agreement have been approved as of October 28, 2002 by all members of
the Board of Directors of the Company for all purposes under this
Section 5.14."
6. Terms used herein without definition shall have the meanings
assigned to them in the Agreement. Other than as amended hereby, all other
provisions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested as of the day and year first above written.
IRT PROPERTY COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Chief Executive Officer
SUNTRUST BANK, ATLANTA
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice President
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