KIMCO REALTY CORPORATION
(a Maryland Corporation)
Common Stock
TERMS AGREEMENT
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Dated: April 23, 1998
To: Kimco Realty Corporation
0000 Xxx Xxxx Xxxx Xxxx
Xxx Xxxx Xxxx, Xxx Xxxx 00000
Attention: Chairman of the Board of Directors
Dear Sirs:
We understand that Kimco Realty Corporation, a Maryland corporation (the
"Company"), proposes to issue and sell 837,000 shares of its common stock (the
"Common Stock"), $.01 par value per share (the "Underwritten Securities").
Subject to the terms and conditions set forth or incorporated by reference
herein, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the "Underwriter")
offers to purchase all of the Underwritten Securities at the purchase price set
forth below. The Company acknowledges that the Underwriter has informed it that
the Underwriter intends to deposit the Underwritten Securities with the trustee
of the Equity Investor Fund Xxxxx & Steers Realty Majors Portfolio (a Unit
Investment Trust) (the "Trust"), a registered unit investment trust under the
Investment Company Act of 1940, as amended, for which Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated acts as sponsor and depositor, in exchange for units
(the "Units") in the Trust as soon after the execution and Delivery hereof as in
the judgement of the Underwriter is advisable.
The Underwritten Securities shall have the following terms:
Title of Securities: Common Stock, $.01 par value per share
Number of Shares per share: 837,000
Purchase price per share: $34.3500
Number of Option Securities: Not Applicable
Delayed Delivery Contracts: Not authorized
Closing date and location: April 29, 1998
Xxxxx & Wood LLP
Xxx Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
All of the provisions contained in the Underwriting Agreement attached as
Annex A hereto 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. In addition, Section 9 of such
Underwriting Agreement shall be amended to include a new subclause (v) to the
following effect:
"or (v) there has occurred any material adverse change in the
financial markets in the United States or any outbreak or escalation
of hostilities or other national or international calamity or crisis,
the effect of which is such as to make it, in your judgement,
impracticable or inadvisable to (x) commence or continue the offering
of the Units (as defined in the applicable Terms Agreement) to the
public or (y) enforce contracts for the sale of the Units."
Please accept this offer no later than 7:00 P.M. (New York City time)
on April 23, 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,
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Managing Director
Accepted:
KIMCO REALTY CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: President and Chief Operating
Officer
