KIMCO REALTY CORPORATION
(a Maryland Corporation)
Common Stock
TERMS AGREEMENT
Dated: November 12, 1998
To: Kimco Realty Corporation
0000 Xxx Xxxx Xxxx Xxxx
Xxxxx 000
New Hyde Park, New York 11042-0020
Attention: Chairman of the Board of Directors
Dear Sirs:
We (the "Underwriter") understand that Kimco Realty Corporation, a
Maryland corporation (the "Company"), proposes to issue and sell the number of
shares of its common stock, $.01 par value per share (the "Common Stock"), set
forth below (the "Underwritten Securities"). Subject to the terms and
conditions set forth or incorporated by reference herein, we offer to purchase
the Initial Underwritten Securities (as defined in the Underwriting Agreement
referred to below) to the extent any are purchased, at the purchase price set
forth below.
The Underwritten Securities shall have the following terms:
Title of Securities: Common Stock, $.01 par value
Number of Shares: 100,000
Public offering price per share: $39.00
Purchase price per share: $38.22
Number of Option Securities: none
Delayed Delivery Contracts: not authorized
Closing date and location: November 17, 1998; Xxxxxxx and Xxxxxx, 000 Xxxx
Xxxxxx Xxxxxx, Xxxxxxx, XX 00000
All the provisions contained in the document attached as Annex A
hereto entitled "Kimco Realty Corporation--Common Stock, Warrants to Purchase
Common Stock, Preferred Stock and Depositary Shares--Underwriting Agreement"
are hereby incorporated by reference in their entirety herein and shall
be deemed to be a part of this Terms Agreement to the same extent as if such
provisions had been set forth in full herein. Terms defined in such document
are used herein as therein defined.
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Please accept this offer on November 12, 1998, by signing a copy of
this Terms Agreement in the space set forth below and returning the signed
copy to us.
Very truly yours,
ING BARING XXXXXX XXXX LLC
By /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
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Title: Managing Director
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ACCEPTED:
KIMCO REALTY CORPORATION
By /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
------------------------
Title: Chief Financial Officer
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