KIMCO REALTY CORPORATION
(a Maryland Corporation)
Common Stock
TERMS AGREEMENT
Dated: April 2l, 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: 546,075
Public offering price per share: $35.1613
Purchase price per share: $34.7950
Number of Option Securities: None
Delayed Delivery Contracts: not authorized
Closing date and location: April 24, 1998; Xxxxxxx and Xxxxxx, 000 Xxxx Xxxxxx
Xxxxxx, Xxxxxxx, XX 00000
Additional Closing Conditions Pursuant to Section 5 of the Underwriting
Agreement referred to below: Concurrently with the execution hereof, the
Underwriter shall have received from
Ernst & Young, L.L.P., a letter dated such date, in form and substance
satisfactory to the Underwriter, with respect to The Price REIT, Inc.
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.
Please accept this offer on April 21, 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,
X.X. XXXXXXX & SONS, INC.
By /s/ Xxxxxxx X. XxXxxxxxx
------------------------------
Name: Xxxxxxx X. XxXxxxxxx
Title: Managing Director
ACCEPTED:
KIMCO REALTY CORPORATION
By /s/ Xxxxxxx X. Xxxxxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President -- Chief Financial Officer
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