EXHIBIT 10.1


             


            
            


             
            


             


            
            $1,500,000,000


             


            
            CREDIT AGREEMENT


             


            Dated
            as of October 25, 2007


             


            
            among


             


            KIMCO
            REALTY CORPORATION,


             


            The
            Subsidiary Borrowers


            from
            time to time parties hereto,


             


            The
            Several Lenders


            from
            time to time parties hereto,


             


            
            JPMORGAN CHASE BANK, N.A.,


            as
            Issuing Lender,


            
            JPMORGAN CHASE BANK, N.A.,


            as
            Administrative Agent,


             


            
                	
                            
                            BANK OF AMERICA, N.A.,


                            
                            THE BANK OF NOVA SCOTIA, NEW YORK AGENCY,


                            
                            WACHOVIA BANK, NATIONAL ASSOCIATION,


                            
                            as Syndication Agents,

                        	
                            
                            UBS SECURITIES LLC,


                            
                            DEUTSCHE BANK SECURITIES, INC.,


                            
                            ROYAL BANK OF CANADA,


                            
                            THE ROYAL BANK OF SCOTLAND PLC,


                            
                            as Documentation Agents,

                        
	
                            
                            THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

                        	
                            
                            REGIONS BANK

                        
	
                             
                            

                        	
                            
                            SUMITOMO MITSUI BANKING CORPORATION

                        
	
                            
                            CITICORP NORTH AMERICA, INC.

                        	
                            
                            U.S. BANK NATIONAL ASSOCIATION

                        
	
                            
                            MERRILL LYNCH BANK USA

                        	
                            
                            

                        
	
                            
                            MORGAN STANLEY BANK

                        	
                             
                            

                        
	
                            
                            as Managing Agents,


                             
                            

                        
	
                            
                            THE BANK OF NEW YORK

                        	
                            
                            SUNTRUST BANK

                        
	
                            
                            

                        	
                            
                            WELLS FARGO BANK NATIONAL ASSOCIATION

                        
	
                            
                            BARCLAYS BANK PLC

                        	
                            
                            

                        
	
                            
                            EUROHYPO AG, NEW YORK BRANCH

                        	
                             
                            

                        
	
                            
                            as Co-Agents,

                        


            


            
            _______________


            
            JPMORGAN SECURITIES INC. and BANC OF AMERICA SECURITIES LLC,


            as
            Joint Bookrunners and Lead Arrangers


             
            


             

            
            

            

             


            
            TABLE OF CONTENTS


            
                	
                            
                            

                        	
                            
                            

                        	
                            
                            PAGE

                        
	
                            
                            ARTICLE I

                        	
                            
                            DEFINITIONS

                        	
                            
                            1

                        


            


            
                	
                             

                        	
                            
                            SECTION 1.1

                        	
                            
                            Defined Terms

                        	
                            
                            1

                        


            


            
                	
                             

                        	
                            
                            SECTION 1.2

                        	
                            
                            Other Definitional Provisions; Interpretation

                        	
                            
                            23

                        


            


            
                	
                             

                        	
                            
                            SECTION 1.3

                        	
                            
                            Accounting Terms; GAAP

                        	
                            
                            23

                        


            


            
                	
                             

                        	
                            
                            SECTION 1.4

                        	
                            
                            Exchange Rates

                        	
                            
                            24

                        


            


            
                	
                            
                            ARTICLE II

                        	
                            
                            THE LOANS

                        	
                            
                            24

                        


            


            
                	
                             

                        	
                            
                            SECTION 2.1

                        	
                            
                            Competitive Bid Procedure

                        	
                            
                            24

                        


            


            
                	
                             

                        	
                            
                            SECTION 2.2

                        	
                            
                            Loans; Etc.

                        	
                            
                            26

                        


            


            
                	
                             

                        	
                            
                            SECTION 2.3

                        	
                            
                            Prepayments

                        	
                            
                            29

                        


            


            
                	
                             

                        	
                            
                            SECTION 2.4

                        	
                            
                            Conversion and Continuation Options

                        	
                            
                            29

                        


            


            
                	
                             

                        	
                            
                            SECTION 2.5

                        	
                            
                            Fees

                        	
                            
                            30

                        


            


            
                	
                             

                        	
                            
                            SECTION 2.6

                        	
                            
                            Interest Rates and Payment Dates

                        	
                            
                            30

                        


            


            
                	
                             

                        	
                            
                            SECTION 2.7

                        	
                            
                            Computation of Interest and Fees

                        	
                            
                            31

                        


            


            
                	
                             

                        	
                            
                            SECTION 2.8

                        	
                            
                            Inability to Determine Interest Rate

                        	
                            
                            31

                        


            


            
                	
                             

                        	
                            
                            SECTION 2.9

                        	
                            
                            Pro Rata Treatment and Payments

                        	
                            
                            32

                        


            


            
                	
                             

                        	
                            
                            SECTION 2.10

                        	
                            
                            Illegality

                        	
                            
                            33

                        


            


            
                	
                             

                        	
                            
                            SECTION 2.11

                        	
                            
                            Requirements of Law

                        	
                            
                            33

                        


            


            
                	
                             

                        	
                            
                            SECTION 2.12

                        	
                            
                            Taxes

                        	
                            
                            35

                        


            


            
                	
                             

                        	
                            
                            SECTION 2.13

                        	
                            
                            Indemnity

                        	
                            
                            37

                        


            


            
                	
                             

                        	
                            
                            SECTION 2.14

                        	
                            
                            Change of Lending Office

                        	
                            
                            37

                        


            


            
                	
                             

                        	
                            
                            SECTION 2.15

                        	
                            
                            Replacement of Lenders under Certain
                            Circumstances

                        	
                            
                            38

                        


            


            
                	
                             

                        	
                            
                            SECTION 2.16

                        	
                            
                            Additional Reserve Costs

                        	
                            
                            38

                        


            


            
                	
                            
                            ARTICLE III

                        	
                            
                            LETTERS OF CREDIT

                        	
                            
                            39

                        


            


            
                	
                             

                        	
                            
                            SECTION 3.1

                        	
                            
                            L/C Commitment

                        	
                            
                            39

                        


            


            
                	
                             

                        	
                            
                            SECTION 3.2

                        	
                            
                            Procedure for Issuance of Letters of Credit

                        	
                            
                            39

                        


            


            
                	
                             

                        	
                            
                            SECTION 3.3

                        	
                            
                            Fees and Other Charges

                        	
                            
                            40

                        


            


            
                	
                             

                        	
                            
                            SECTION 3.4

                        	
                            
                            L/C Participations

                        	
                            
                            40

                        


            


            
                	
                             

                        	
                            
                            SECTION 3.5

                        	
                            
                            Reimbursement Obligation of the Borrowers

                        	
                            
                            41

                        


            


            
                	
                             

                        	
                            
                            SECTION 3.6

                        	
                            
                            Obligations Absolute

                        	
                            
                            42

                        


            


            
                	
                             

                        	
                            
                            SECTION 3.7

                        	
                            
                            Letter of Credit Payments

                        	
                            
                            43

                        


            


            
                	
                             

                        	
                            
                            SECTION 3.8

                        	
                            
                            Applications

                        	
                            
                            43

                        


            


            
                	
                             

                        	
                            
                            SECTION 3.9

                        	
                            
                            Replacement of the Issuing Lender; Alternate Issuing
                            Lender

                        	
                            
                            43

                        


            


             


            
            i


             

            
            

            

             


             


            
                	
                             

                        	
                            
                            SECTION 3.10

                        	
                            
                            Existing Letters of Credit

                        	
                            
                            43

                        


            


            
                	
                            
                            ARTICLE IV

                        	
                            
                            REPRESENTATIONS AND WARRANTIES

                        	
                            
                            44

                        


            


            
                	
                             

                        	
                            
                            SECTION 4.1

                        	
                            
                            Financial Condition

                        	
                            
                            44

                        


            


            
                	
                             

                        	
                            
                            SECTION 4.2

                        	
                            
                            No Change

                        	
                            
                            44

                        


            


            
                	
                             

                        	
                            
                            SECTION 4.3

                        	
                            
                            Corporate Existence; Compliance with Law

                        	
                            
                            44

                        


            


            
                	
                             

                        	
                            
                            SECTION 4.4

                        	
                            
                            Corporate Power; Authorization; Enforceable
                            Obligations

                        	
                            
                            45

                        


            


            
                	
                             

                        	
                            
                            SECTION 4.5

                        	
                            
                            No Legal Bar

                        	
                            
                            45

                        


            


            
                	
                             

                        	
                            
                            SECTION 4.6

                        	
                            
                            No Material Litigation

                        	
                            
                            46

                        


            


            
                	
                             

                        	
                            
                            SECTION 4.7

                        	
                            
                            No Default

                        	
                            
                            46

                        


            


            
                	
                             

                        	
                            
                            SECTION 4.8

                        	
                            
                            Ownership of Property

                        	
                            
                            46

                        


            


            
                	
                             

                        	
                            
                            SECTION 4.9

                        	
                            
                            Intellectual Property

                        	
                            
                            46

                        


            


            
                	
                             

                        	
                            
                            SECTION 4.10

                        	
                            
                            No Burdensome Restrictions; Disclosure

                        	
                            
                            46

                        


            


            
                	
                             

                        	
                            
                            SECTION 4.11

                        	
                            
                            Taxes

                        	
                            
                            46

                        


            


            
                	
                             

                        	
                            
                            SECTION 4.12

                        	
                            
                            Federal Regulations

                        	
                            
                            47

                        


            


            
                	
                             

                        	
                            
                            SECTION 4.13

                        	
                            
                            ERISA

                        	
                            
                            47

                        


            


            
                	
                             

                        	
                            
                            SECTION 4.14

                        	
                            
                            Investment Company Act; Other Regulations

                        	
                            
                            47

                        


            


            
                	
                             

                        	
                            
                            SECTION 4.15

                        	
                            
                            [Reserved]

                        	
                            
                            47

                        


            


            
                	
                             

                        	
                            
                            SECTION 4.16

                        	
                            
                            Purpose

                        	
                            
                            47

                        


            


            
                	
                             

                        	
                            
                            SECTION 4.17

                        	
                            
                            Environmental Matters

                        	
                            
                            48

                        


            


            
                	
                             

                        	
                            
                            SECTION 4.18

                        	
                            
                            Insurance

                        	
                            
                            48

                        


            


            
                	
                             

                        	
                            
                            SECTION 4.19

                        	
                            
                            Condition of Properties

                        	
                            
                            49

                        


            


            
                	
                             

                        	
                            
                            SECTION 4.20

                        	
                            
                            Benefit of Loans

                        	
                            
                            49

                        


            


            
                	
                             

                        	
                            
                            SECTION 4.21

                        	
                            
                            REIT Status

                        	
                            
                            49

                        


            


            
                	
                             

                        	
                            
                            SECTION 4.22

                        	
                            
                            Solvency

                        	
                            
                            49

                        


            


            
                	
                            
                            ARTICLE V

                        	
                            
                            CONDITIONS

                        	
                            
                            50

                        


            


            
                	
                             

                        	
                            
                            SECTION 5.1

                        	
                            
                            Conditions to Effectiveness / Effective Date

                        	
                            
                            50

                        


            


            
                	
                             

                        	
                            
                            SECTION 5.2

                        	
                            
                            Conditions to Each Extension of Credit

                        	
                            
                            52

                        


            


            
                	
                            
                            ARTICLE VI

                        	
                            
                            AFFIRMATIVE COVENANTS

                        	
                            
                            52

                        


            


            
                	
                             

                        	
                            
                            SECTION 6.1

                        	
                            
                            Financial Statements

                        	
                            
                            52

                        


            


            
                	
                             

                        	
                            
                            SECTION 6.2

                        	
                            
                            Certificates; Other Information

                        	
                            
                            53

                        


            


            
                	
                             

                        	
                            
                            SECTION 6.3

                        	
                            
                            Payment of Obligations

                        	
                            
                            53

                        


            


            
                	
                             

                        	
                            
                            SECTION 6.4

                        	
                            
                            Maintenance of Existence, etc.

                        	
                            
                            54

                        


            


            
                	
                             

                        	
                            
                            SECTION 6.5

                        	
                            
                            Maintenance of Property; Insurance

                        	
                            
                            54

                        


            


            
                	
                             

                        	
                            
                            SECTION 6.6

                        	
                            
                            Inspection of Property; Books and Records;
                            Discussions

                        	
                            
                            54

                        


            


            
                	
                             

                        	
                            
                            SECTION 6.7

                        	
                            
                            Notices

                        	
                            
                            54

                        


            


             


            
            ii


             

            
            

            

             


             


            
                	
                             

                        	
                            
                            SECTION 6.8

                        	
                            
                            Environmental Laws

                        	
                            
                            55

                        


            


            
                	
                             

                        	
                            
                            SECTION 6.9

                        	
                            
                            Baseline Conditions

                        	
                            
                            56

                        


            


            
                	
                            
                            ARTICLE VII

                        	
                            
                            NEGATIVE COVENANTS

                        	
                            
                            56

                        


            


            
                	
                             

                        	
                            
                            SECTION 7.1

                        	
                            
                            Financial Covenants

                        	
                            
                            56

                        


            


            
                	
                             

                        	
                            
                            SECTION 7.2

                        	
                            
                            Limitation on Certain Fundamental Changes

                        	
                            
                            57

                        


            


            
                	
                             

                        	
                            
                            SECTION 7.3

                        	
                            
                            [Reserved]

                        	
                            
                            58

                        


            


            
                	
                             

                        	
                            
                            SECTION 7.4

                        	
                            
                            Limitation on Investments, Loans and Advances

                        	
                            
                            58

                        


            


            
                	
                             

                        	
                            
                            SECTION 7.5

                        	
                            
                            Limitation on Transactions with Affiliates

                        	
                            
                            58

                        


            


            
                	
                             

                        	
                            
                            SECTION 7.6

                        	
                            
                            Limitation on Changes in Fiscal Year

                        	
                            
                            58

                        


            


            
                	
                             

                        	
                            
                            SECTION 7.7

                        	
                            
                            Limitation on Lines of Business; Issuance of Commercial
                            Paper; Creation of Subsidiaries; Negative Pledges; Swap
                            Agreements

                        	
                            
                            58

                        


            


            
                	
                            
                            ARTICLE VIII

                        	
                            
                            EVENTS OF DEFAULT

                        	
                            
                            59

                        


            


            
                	
                            
                            ARTICLE IX

                        	
                            
                            THE AGENTS

                        	
                            
                            62

                        


            


            
                	
                             

                        	
                            
                            SECTION 9.1

                        	
                            
                            The Agents

                        	
                            
                            62

                        


            


            
                	
                             

                        	
                            
                            SECTION 9.2

                        	
                            
                            Indemnification

                        	
                            
                            64

                        


            


            
                	
                             

                        	
                            
                            SECTION 9.3

                        	
                            
                            The Syndication Agents, Documentation Agents, Managing
                            Agents,

                            Co-Agents, Arrangers, and Bookrunners

                        	
                            
                            64

                        


            


            
                	
                            
                            ARTICLE X

                        	
                            
                            MISCELLANEOUS

                        	
                            
                            65

                        


            


            
                	
                             

                        	
                            
                            SECTION 10.1

                        	
                            
                            Amendments and Waivers

                        	
                            
                            65

                        


            


            
                	
                             

                        	
                            
                            SECTION 10.2

                        	
                            
                            Notices

                        	
                            
                            65

                        


            


            
                	
                             

                        	
                            
                            SECTION 10.3

                        	
                            
                            No Waiver; Cumulative Remedies

                        	
                            
                            66

                        


            


            
                	
                             

                        	
                            
                            SECTION 10.4

                        	
                            
                            Survival of Representations and Warranties

                        	
                            
                            66

                        


            


            
                	
                             

                        	
                            
                            SECTION 10.5

                        	
                            
                            Payment of Expenses and Taxes

                        	
                            
                            67

                        


            


            
                	
                             

                        	
                            
                            SECTION 10.6

                        	
                            
                            Successors and Assigns

                        	
                            
                            67

                        


            


            
                	
                             

                        	
                            
                            SECTION 10.7

                        	
                            
                            Disclosure

                        	
                            
                            70

                        


            


            
                	
                             

                        	
                            
                            SECTION 10.8

                        	
                            
                            Increases of Revolving Credit Facility

                        	
                            
                            70

                        


            


            
                	
                             

                        	
                            
                            SECTION 10.9

                        	
                            
                            Extension of Maturity Date

                        	
                            
                            71

                        


            


            
                	
                             

                        	
                            
                            SECTION 10.10

                        	
                            
                            Subsidiary Borrowers and Subsidiary
                            Guarantors

                        	
                            
                            72

                        


            


            
                	
                             

                        	
                            
                            SECTION 10.11

                        	
                            
                            Adjustments; Set-off

                        	
                            
                            73

                        


            


            
                	
                             

                        	
                            
                            SECTION 10.12

                        	
                            
                            Counterparts

                        	
                            
                            74

                        


            


            
                	
                             

                        	
                            
                            SECTION 10.13

                        	
                            
                            Severability

                        	
                            
                            74

                        


            


            
                	
                             

                        	
                            
                            SECTION 10.14

                        	
                            
                            Integration

                        	
                            
                            74

                        


            


            
                	
                             

                        	
                            
                            SECTION 10.15

                        	
                            
                            GOVERNING LAW

                        	
                            
                            74

                        


            


            
                	
                             

                        	
                            
                            SECTION 10.16

                        	
                            
                            Submission to Jurisdiction; Waivers

                        	
                            
                            74

                        


            


            
                	
                             

                        	
                            
                            SECTION 10.17

                        	
                            
                            Acknowledgments

                        	
                            
                            75

                        


            


             
            


             


            
            iii


             

            
            

            

             


            
                	
                             

                        	
                            
                            SECTION 10.18

                        	
                            
                            WAIVERS OF JURY TRIAL

                        	
                            
                            75

                        


            


            
                	
                             

                        	
                            
                            SECTION 10.19

                        	
                            
                            Confidentiality

                        	
                            
                            75

                        


            


            
                	
                             

                        	
                            
                            SECTION 10.20

                        	
                            
                            Judgment Currency

                        	
                            
                            76

                        


            


            
                	
                             

                        	
                            
                            SECTION 10.21

                        	
                            
                            USA Patriot Act

                        	
                            
                            76

                        


            


            
                	
                             

                        	
                            
                            SECTION 10.22

                        	
                            
                            Sharing Event

                        	
                            
                            77

                        


            


            
                	
                            
                            ARTICLE XI

                        	
                            
                            GUARANTEE BY KIMCO

                        	
                            
                            79

                        


            


            
                	
                             

                        	
                            
                            SECTION 11.1

                        	
                            
                            Guarantee

                        	
                            
                            79

                        


            


            
                	
                             

                        	
                            
                            SECTION 11.2

                        	
                            
                            Guaranteed Obligations Not Waived

                        	
                            
                            79

                        


            


            
                	
                             

                        	
                            
                            SECTION 11.3

                        	
                            
                            Guarantee of Payment

                        	
                            
                            79

                        


            


            
                	
                             

                        	
                            
                            SECTION 11.4

                        	
                            
                            No Discharge or Diminishment of Guarantee

                        	
                            
                            80

                        


            


            
                	
                             

                        	
                            
                            SECTION 11.5

                        	
                            
                            Defenses Waived; Maturity of Guaranteed
                            Obligations

                        	
                            
                            80

                        


            


            
                	
                             

                        	
                            
                            SECTION 11.6

                        	
                            
                            Agreement to Pay; Subordination

                        	
                            
                            81

                        


            


            
                	
                             

                        	
                            
                            SECTION 11.7

                        	
                            
                            Reinstatement

                        	
                            
                            81

                        


            


            
                	
                             

                        	
                            
                            SECTION 11.8

                        	
                            
                            Information

                        	
                            
                            81

                        


            


             


             


            
            iv


             

            
            

            

             


            
            EXHIBITS:


             


            
                	
                            
                            Exhibit A

                        	
                            
                            --

                        	
                            
                            Form of Assignment and Assumption

                        


            


            
                	
                            
                            Exhibit B-1

                        	
                            
                            --

                        	
                            
                            Form of Revolving Credit Note

                        


            


            
                	
                            
                            Exhibit B-2

                        	
                            
                            --

                        	
                            
                            Form of Competitive Loan Note

                        


            


            
                	
                            
                            Exhibit C

                        	
                            
                            --

                        	
                            
                            Form of Subsidiary Guarantee

                        


            


            
                	
                            
                            Exhibit D

                        	
                            
                            --

                        	
                            
                            Form of Opinion of Loan Party Counsel

                        


            


            
                	
                            
                            Exhibit E-1

                        	
                            
                            --

                        	
                            
                            Form of Closing Certificate of a Borrower

                        


            


            
                	
                            
                            Exhibit E-2

                        	
                            
                            Form of Closing Certificate of a Subsidiary
                            Guarantor

                        


            


            
                	
                            
                            Exhibit F

                        	
                            
                            --

                        	
                            
                            Form of Compliance Certificate

                        


            


            
                	
                            
                            Exhibit G

                        	
                            
                            --

                        	
                            
                            Form of Adherence Agreement

                        


            


             


             


            
            SCHEDULES:


             


            
                	
                            
                            Schedule 1.1A

                        	
                            
                            --

                        	
                            
                            Lenders and Revolving Commitments Immediately After
                            Giving Effect to Effective Date

                        


            


            
                	
                            
                            Schedule 1.1B

                        	
                            
                            --

                        	
                            
                            FFO Definition Variations

                        


            


            
                	
                            
                            Schedule 3.10

                        	
                            
                            --

                        	
                            
                            Existing Letters of Credit

                        


            


            
                	
                            
                            Schedule 4.1

                        	
                            
                            --

                        	
                            
                            Certain Financial Disclosure

                        


            


            
                	
                            
                            Schedule 4.2

                        	
                            
                            --

                        	
                            
                            Transaction(s) Referred to in Section 4.2

                        


            


            
                	
                            
                            Schedule 4.19

                        	
                            
                            --

                        	
                            
                            Condemnation Proceedings

                        


            


            
                	
                            
                            Schedule 5.1A

                        	
                            
                            --

                        	
                            
                            Existing Revolving Loans

                        


            


            
                	
                            
                            Schedule 5.1B

                        	
                            
                            --

                        	
                            
                            Existing Term Loans

                        


            


            
                	
                            
                            Schedule 7.2

                        	
                            
                            --

                        	
                            
                            Transaction(s) Referred to in Section 7.2

                        


            


            
                	
                            
                            Schedule 10.10

                        	
                            
                            --

                        	
                            
                            Subsidiary Guarantors

                        


            


             


             


            
            v


             

            
            

            

             


            
            CREDIT AGREEMENT, dated as of October 25, 2007, among KIMCO REALTY
            CORPORATION, a Maryland corporation
            (“Kimco”), the
            Subsidiaries of Kimco from time to time parties hereto (collectively, the
            “Subsidiary Borrowers”;
            together with Kimco, the
            “Borrowers”), the
            several banks, financial institutions and other entities from time to time parties to
            this Agreement (collectively, the
            “Lenders”), the Issuing
            Lender party hereto, BANK OF AMERICA, N.A., THE BANK OF NOVA SCOTIA, NEW YORK AGENCY,
            and WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agents (in such capacity,
            collectively, the “Syndication
            Agents”), UBS SECURITIES LLC, DEUTSCHE BANK SECURITIES,
            INC., ROYAL BANK OF CANADA and THE ROYAL BANK OF SCOTLAND PLC, as Documentation Agents
            (in such capacity, collectively, the “Documentation
            Agents”), THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
            CITICORP NORTH AMERICA, INC., MERRILL LYNCH BANK USA, MORGAN STANLEY BANK, REGIONS
            BANK, SUMITOMO MITSUI BANKING CORPORATION and U.S. BANK NATIONAL ASSOCIATION, as
            Managing Agents (in such capacity, collectively, the
            “Managing Agents”), THE
            BANK OF NEW YORK, BARCLAYS BANK PLC, EUROHYPO AG, NEW YORK BRANCH, SUNTRUST BANK and
            WELLS FARGO BANK NATIONAL ASSOCIATION, as Co-Agents (in such capacity, collectively,
            the “Co-Agents”), and
            JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent for
            the Lenders hereunder (in such capacity, the
            “Administrative
            Agent”).


            
            RECITALS


            
            The parties hereto hereby agree as follows:


            
            ARTICLE I


             


            
            DEFINITIONS


            
                	
                             

                        	
                            
                            SECTION 1.1

                        	
                            
                            Defined Terms.

                        


            


            
            As used in this Agreement, the following terms shall have the following
            meanings:


            
            “ABR”:
            for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on
            such day, and (b) the Federal Funds Effective Rate in effect on such day
            plus 1/2 of 1%. For purposes hereof:
            “Prime Rate” shall mean
            the rate of interest per annum publicly announced from time to time by JPMCB as its
            prime rate in effect at its principal office in New York City, each change in the Prime
            Rate being effective from and including the date such change is publicly announced as
            being effective (the Prime Rate not being intended to be the lowest rate of interest
            charged by JPMCB in connection with extensions of credit to debtors); and
            “Federal Funds Effective
            Rate” shall mean, for any day, the weighted average of
            the rates on overnight federal funds transactions with members of the Federal Reserve
            System arranged by federal funds brokers, as published on the next succeeding Business
            Day by the Federal Reserve Bank of New York, or, if such rate is not so published for
            any day which is a Business Day, the average of the quotations for the day of such
            transactions received by the Administrative Agent from three federal funds brokers of
            recognized standing selected by it. If for any reason the Administrative Agent shall
            have determined (which determination shall be conclusive absent manifest error) that it
            is unable to ascertain the Federal Funds Effective Rate for any reason, including the
            inability or failure of the Administrative Agent to obtain sufficient quotations in
            accordance with the terms thereof, the ABR shall be determined without regard to clause
            (b) of the first sentence of this definition, as appropriate, until the circumstances
            giving rise to such inability no longer exist. Any change in the ABR due to a change in
            the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening
            of business on the effective day of such change in the Prime Rate or the Federal Funds
            Effective Rate, respectively.


             

            
            

            

             


            
            “ABR
            Loans”: Revolving Credit Loans (or Competitive Loans
            affected by Section 2.10) the rate of interest applicable to which is based upon the
            ABR.


            
            “Acceptable
            Jurisdiction”: a jurisdiction (other than the United
            States) acceptable to the Administrative Agent in its sole discretion, including, if
            requested by the Administrative Agent in its sole discretion, based on satisfactory
            advice received by it from local counsel in such jurisdiction with respect to the
            procedure for enforcement of a U.S. judgment in such jurisdiction, and the collection
            of such judgment from assets located there.


            
            “Adherence
            Agreement”: an agreement substantially in the form of
            Exhibit G executed and delivered by Kimco and a Subsidiary Borrower to the
            Administrative Agent in connection with the admission of such Subsidiary Borrower as a
            Borrower hereunder.


            
            “Adjusted Net
            Income”: for any period, as to Kimco and the
            Consolidated Entities, Consolidated Net Income;
            provided that there shall be excluded the
            income (or deficit) of any Person other than Kimco accrued prior to the date it becomes
            a Subsidiary or is merged into or consolidated with Kimco or any of its
            Subsidiaries.


            
            “Administrative
            Agent”: as defined in the introductory paragraph
            hereof. With respect to Alternate Currency Borrowings, the Administrative Agent may be
            an Affiliate of JPMCB for purposes of administering such Borrowings, and all references
            herein to the term “Administrative Agent” shall be deemed to refer to the
            Administrative Agent in respect of the applicable Borrowing or to all Administrative
            Agents, as the context requires;
            provided,that in the event an Affiliate of
            JPMCB is designated as an Administrative Agent hereunder with respect to any Alternate
            Currency Borrowings, the Borrowers shall only be obligated to deal with JPMCB as
            Administrative Agent hereunder with respect to matters other than requests for
            Alternate Currency Loans or conversions or continuations thereof or requests for the
            issuance, renewal, extension or amendment of Letters of Credit denominated in Alternate
            Currencies, and all actions and other decisions taken and/or made by JPMCB as
            Administrative Agent hereunder shall be binding upon such Affiliate of JPMCB in its
            capacity as an Administrative Agent hereunder.


            
            “Administrative
            Questionnaire”: as defined in Section 10.6.


            
            “Affiliate”:
            as to any Person, any other Person which, directly or indirectly, is in Control of, is
            Controlled by, or is under common Control with, such Person.


            
            “Agreement”:
            this Credit Agreement.


            
            “Alternate
            Currency”: EURO, Sterling or Yen and any other currency
            (other than dollars) that is freely tradable and exchangeable into dollars in the
            London market and approved in writing as an Alternate Currency by the Borrowers, the
            Administrative Agent, and all the Lenders in their sole discretion.


            
            “Alternate Currency
            Loan”: a Tranche B Loan denominated in an Alternate
            Currency.


            
            “Alternate Issuing
            Lender”: as defined in Section 3.9(b).


            
            “Applicable
            Margin”: with respect to each Revolving Credit Loan at
            any date, the applicable percentage per annum set forth below based upon the Status on
            such date:


             
            


            	
                         
                        

                    	
                        
                        Level I

                    	
                        
                        Level II

                    	
                        
                        Level III

                    	
                        
                        Level IV

                    	
                        
                        Level V

                    



             
            


            
            2


             

            
            

            

             


             
            


            
                	
                             
                            

                        	
                            
                            Status

                        	
                            
                            Status

                        	
                            
                            Status

                        	
                            
                            Status

                        	
                            
                            Status

                        
	
                             
                            

                        	
                             
                            

                        	
                             
                            

                        	
                             
                            

                        	
                             
                            

                        	
                             
                            

                        
	
                            
                            Eurocurrency Loans and Money Market Loans

                        	
                            
                            0.375%

                        	
                            
                            0.425%

                        	
                            
                            0.600%

                        	
                            
                            0.800%

                        	
                            
                            1.000%

                        
	
                             
                            

                        	
                             
                            

                        	
                             
                            

                        	
                             
                            

                        	
                             
                            

                        	
                             
                            

                        
	
                            
                            ABR Loans

                        	
                            
                            0%

                        	
                            
                            0%

                        	
                            
                            0%

                        	
                            
                            0%

                        	
                            
                            0.250%

                        
	
                             
                            

                        	
                             
                            

                        	
                             
                            

                        	
                             
                            

                        	
                             
                            

                        	
                             
                            

                        


            


             


            
            “Applicable
            Percentage”: as to any Lender at any time, the
            percentage which such Lender’s Revolving Commitment, Tranche A Commitment or
            Tranche B Commitment, as applicable, then constitutes of the aggregate Revolving
            Commitments, Tranche A Commitments or Tranche B Commitments, as applicable, of all
            Lenders (or, at any time after the Revolving Commitments shall have expired or
            terminated, the percentage which the aggregate principal amount of such Lender’s
            Revolving Exposure, Tranche A Exposure or Tranche B Exposure, as applicable, then
            outstanding constitutes of the aggregate principal amount of the Revolving Exposure,
            Tranche A Exposure or Tranche B Exposure, as applicable, of all Lenders then
            outstanding (for purposes of this definition, treating the Issuing Lender as if it were
            a L/C Participant)).


            
            “Application”:
            an application, in such form as the Issuing Lender may specify from time to time,
            requesting the Issuing Lender to issue a Letter of Credit.


            
            “Assignment and
            Assumption”: as defined in Section 10.6.


            
            “Available
            Commitment”: as to any Lender, at any time of
            determination, an amount equal to such Lender’s Revolving Commitment at such
            time minus such Lender’s
            Revolving Exposure at such time.


            
            “Baseline
            Conditions”: as to any Wholly Owned Subsidiary, in
            connection with the incurrence by such Subsidiary of any obligations in respect of the
            Revolving Credit Facility, that such Subsidiary (a) at the time of determination can
            truthfully make each of the Baseline Representations and Warranties in all material
            respects and (b) if such Subsidiary is not organized under the laws of any state of the
            United States, (i) shall be organized under the laws of an Acceptable Jurisdiction or
            (ii) shall have submitted for itself and its property in any legal action or proceeding
            relating to this Agreement and the other Loan Documents to which it is a party,
            including for recognition and enforcement of any judgment in respect thereof, to the
            non-exclusive general jurisdiction of the courts of the State of New York, the courts
            of the United States of America for the Southern District of New York, and appellate
            courts from any thereof.


            
            “Baseline Representations and
            Warranties”: as defined in the first paragraph of
            Article IV.


            
            “Board”:
            the Board of Governors of the Federal Reserve System of the United States of America
            (or any successor).


            
            “Borrowers”:
            as defined in the introductory paragraph hereof.


            
            “Borrowing”:
            (a) Tranche A Loans of the same Type, made, converted or continued on the same date
            and, in the case of Eurocurrency Loans, as to which a single Interest Period is in
            effect, (b) Tranche B Loans of the same Type, made, converted or continued on the
            same date and, in the case of Eurocurrency Loans, as to which a single Interest Period
            is in effect, and (c) a Competitive Loan or a


            
            3


             

            
            

            

             


            group
            of Competitive Loans of the same Type made on the same date and as to which a single
            Interest Period is in effect.


            
            “Borrowing
            Date”: any Business Day specified in a notice pursuant
            to Section 2.2(d) as a date on which any Borrower requests the Lenders to make
            Revolving Credit Loans hereunder.


            
            “Business
            Day”: a day other than a Saturday, Sunday or other day
            on which commercial banks in New York City are authorized or required by law to
            close; provided that, when used in
            connection with (a) a Eurocurrency Loan denominated in dollars or in an Alternate
            Currency other than EURO, the term “Business Day” shall also exclude any
            day on which commercial banks are not open for dealings (i) in dollar deposits in the
            London interbank market or, as the case may be, (ii) in deposits of such Alternate
            Currency in its principal domestic market and (b) any Loan denominated in EURO, the
            term “Business Day” shall also exclude any day on which the TARGET payment
            system is not open for the settlement of payment in EURO.


            
            “Calculation
            Date”: (a) each date on which a Borrowing or an
            issuance of a Letter of Credit involving an Alternate Currency occurs and (b) the last
            Business Day of each calendar month.


            
            “Capital
            Stock”: any and all shares, interests, participations
            or other equivalents (however designated) of capital stock of a corporation, any and
            all equivalent ownership interests in a Person (other than a corporation) and any and
            all warrants or options to purchase any of the foregoing.


            
            “Cash
            Equivalents”: (a) securities denominated in Dollars or
            any other currency of any Qualified Jurisdiction (any of the foregoing,
            “Currency”), in any
            event issued or directly and fully guaranteed or insured by the United States
            Government or any other Qualified Jurisdiction, as applicable, or any agency or
            instrumentality of any of them, having maturities of not more than one year from the
            date of acquisition, (b) time deposits and certificates of deposit denominated in
            Currency having maturities of not more than one year from the date of acquisition of
            any Lender or of any domestic commercial bank the senior long-term unsecured debt of
            which is rated at least A or the equivalent thereof by S&P or A2 or the equivalent
            thereof by Moody’s and having capital and surplus in excess of $500,000,000 (or
            the equivalent in the applicable Currency), (c) repurchase obligations with a term of
            not more than seven days for underlying securities of the types described in clauses
            (a) and (b) entered into with any bank meeting the qualifications specified in clause
            (b) above, (d) commercial paper denominated in Currency rated at least A-1 or the
            equivalent thereof by S&P or P-1 or the equivalent thereof by Moody’s and in
            either case maturing within 90 days after the date of acquisition and (e) investments
            in money market funds that have assets in excess of $2,000,000,000 (or the equivalent
            in the applicable Currency), are managed by recognized and responsible institutions and
            invest all of their assets in (i) obligations of the types referred to in clauses (a),
            (b), (c) and (d) above and (ii) commercial paper denominated in Currency having at
            least the rating described in clause (d) above and maturing within 270 days after the
            date of acquisition.


            
            “Change in
            Control”: (a) the acquisition of ownership, directly or
            indirectly, beneficially or of record, by any Person or group (within the meaning of
            the Securities Exchange Act of 1934, as amended, and the rules of the Securities and
            Exchange Commission thereunder as in effect on the date hereof) of Capital Stock
            representing more than 35% of the aggregate ordinary voting power represented by the
            issued and outstanding Capital Stock of Kimco; or (b) occupation of a majority of the
            seats (other than vacant seats) on the board of directors of Kimco by Persons who were
            neither (i) nominated by the board of directors of Kimco nor (ii) appointed by
            directors so nominated.


            
            “Class”:
            when used in reference to any Loan, refers to whether such Loan is a Revolving Credit
            Loan or Competitive Loan.


             


            
            4


             

            
            

            

             


            
            “Co-Agents”:
            as defined in the introductory paragraph hereof.


            
            “Code”:
            the Internal Revenue Code of 1986, as amended from time to time.


            
            “Commitment
            Period”: the period from and including the date of this
            Agreement to but not including the Termination Date.


            
            “Commonly Controlled
            Entity”: an entity, whether or not incorporated, which
            is under common control with Kimco within the meaning of Section 4001 of ERISA or is
            part of a group which includes Kimco and which is treated as a single employer under
            Section 414 of the Code.


            
            “Competitive
            Bid”: an offer by a Lender to make a Competitive Loan
            in accordance with Section 2.1.


            
            “Competitive Bid
            Rate”: with respect to any Competitive Bid, the Margin
            or Fixed Rate, as applicable, offered by the Lender making such Competitive
            Bid.


            
            “Competitive Bid
            Request”: a request by Kimco for Competitive Bids in
            accordance with Section 2.1.


            
            “Competitive Loan
            Notes”: as defined in Section 2.2(b).


            
            “Competitive
            Loans”: a Loan made pursuant to Section 2.1.


            
            “Confidential
            Memorandum”: the Confidential Information Memorandum,
            dated September 2007, with respect to Kimco and the Revolving Credit Facility
            herein.


            
            “Consolidated
            Entities”: as of any date of determination, any
            entities whose financial results are consolidated with those of Kimco in accordance
            with GAAP.


            
            “Consolidated Net
            Income”: for any period, net income (or loss) of Kimco
            and the Consolidated Entities for such period determined on a consolidated basis in
            accordance with GAAP.


            
            “Contractual
            Obligation”: as to any Person, any provision of any
            security issued by such Person or of any agreement, instrument or other undertaking to
            which such Person is a party or by which it or any of its property is bound.


            
            “Control”:
            the possession, directly or indirectly, of the power to direct or cause the direction
            of the management or policies of a Person, whether through the ability to exercise
            voting power, by contract or otherwise.
            “Controlling” and
            “Controlled” have
            meanings correlative thereto.


            
            “Currency”:
            as defined in the definition of the term “Cash Equivalents”.


            
            “Default”:
            any of the events specified in Article VIII, whether or not any requirement for the
            giving of notice, the lapse of time, or both, or any other condition, has been
            satisfied.


            
            “Documentation
            Agents”: as defined in the introductory paragraph
            hereof.


            
            “Dollar
            Equivalent”: on any date of determination, (a) with
            respect to any amount in dollars, such amount, and (b) with respect to any amount in an
            Alternate Currency, the equivalent in dollars of such amount, determined by the
            Administrative Agent pursuant to Section 1.4(b) using the


            
            5


             

            
            

            

             


            
            Exchange Rate with respect to such Alternate Currency at the time in
            effect under the provisions of such Section.


            
            “Dollars”,
            “dollars” and
            “$”: lawful currency of
            the United States of America.


            
            “EBITDA”:
            for any Person, the consolidated net income of such Person and its Subsidiaries before
            income taxes, interest, depreciation, amortization, gains or losses on sales of
            operating real estate and marketable securities, any provision or benefit for income
            taxes, noncash impairment charges, and gains or losses on extraordinary items in
            accordance with GAAP and gains or losses on early extinguishment of debt.


            
            “Effective
            Date”: the date on which the conditions set forth in
            Section 5.1 shall be satisfied (or waived in accordance with Section 10.1).


            
            “EMU
            Legislation”: the legislative measures of the European
            Union for the introduction of, changeover to or operation of the EURO in one or more
            member states.


            
            “Environmental
            Laws”: any and all foreign, Federal, state, local or
            municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees,
            requirements of any Governmental Authority or other Requirements of Law (including
            common law) regulating, relating to or imposing liability or standards of conduct
            concerning protection of the environment or the manufacture, storage, remediation,
            disposal or clean-up of Hazardous Materials, as now or may at any time hereafter be in
            effect, in each case to the extent the foregoing are applicable to Kimco, any Entity or
            any of their respective assets or properties.


            
            “Entity”:
            as of any date of determination, any Consolidated Entity or Unconsolidated
            Entity.


            
            “ERISA”:
            the Employee Retirement Income Security Act of 1974, as amended from time to
            time.


            
            “EURO”
            and the sign “€ “: the single currency of the participating member
            states of the European Union as constituted by the Treaty on European Union and as
            referred to in the EMU Legislation.


            
            “Eurocurrency
            Loans”: Revolving Credit Loans and Competitive Loans,
            the rate of interest applicable to which is based upon the Eurocurrency
            Rate.


            
            “Eurocurrency
            Rate”: with respect to any Eurocurrency Loan for any
            interest period, the rate appearing on Reuters “LIBOR01” or
            “LIBOR02” screen, as applicable, displaying British Bankers’
            Association Interest Rate Settlement Rates (or on any successor or substitute Reuters
            screen, or any successor to or substitute therefor, providing rate quotations
            comparable to those currently provided on such Reuters screen, as determined by the
            Administrative Agent from time to time for purposes of providing quotations of interest
            rates in the London interbank market) at approximately 11:00 a.m., London time, on the
            Quotation Day for such interest period, as the rate for deposits in the currency of
            such Eurocurrency Loan with a maturity comparable to such interest period;
            provided that, with respect to any
            borrowing of Sterling, the “Eurocurrency
            Rate” with respect to such borrowing for such interest
            period shall be the rate at which deposits in Sterling for the Dollar Equivalent of
            $5,000,000 and for a maturity comparable to such interest period are offered by the
            principal London office of the Administrative Agent in immediately available funds in
            the London interbank market at approximately 11:00 a.m., London time, two Business
            Days prior to the commencement of such interest period.


             


            
            6


             

            
            

            

             


            
            “Eurocurrency
            Tranche”: the collective reference to Eurocurrency
            Loans the then current Interest Periods with respect to all of which begin on the same
            date and end on the same later date (whether or not such Loans shall originally have
            been made on the same day).


            
            “Event of
            Default”: any of the events specified in Article
            VIII, provided that any requirement
            for the giving of notice, the lapse of time, or both, or any other condition, has been
            satisfied.


            
            “Exchange
            Rate”: on any day, with respect to any Alternate
            Currency, the rate at which such Alternate Currency may be exchanged into dollars, as
            set forth at approximately 11:00 a.m., London time, on such day on the Reuters World
            Currency Page for such Alternate Currency. In the event that such rate does not appear
            on any Reuters World Currency Page, the Exchange Rate shall be determined by reference
            to such other publicly available service for displaying exchange rates as may be agreed
            upon in writing by the Administrative Agent and Kimco, or, in the absence of such
            agreement, such Exchange Rate shall instead be the arithmetic average of the spot rates
            of exchange of the Administrative Agent in the market where its Alternate Currency
            exchange operations in respect of such Alternate Currency are then being conducted, at
            or about 11:00 a.m., local time, on such date for the purchase of dollars for delivery
            two (2) Business Days later; provided
            that if at the time of any such determination, for any reason, no such
            spot rate is being quoted, the Administrative Agent, after consultation with Kimco, may
            use any reasonable method it deems appropriate to determine such rate, and such
            determination shall be conclusive absent manifest error.


            
            “Existing Revolving Credit
            Agreement”: the Amended and Restated Credit Agreement
            dated as of July 26, 2005 among Kimco, the several banks, financial institutions and
            other entities from time to time parties thereto, the Issuing Lender party thereto,
            WACHOVIA BANK, NATIONAL ASSOCIATION and THE BANK OF NOVIA SCOTIA, NEW YORK AGENCY, as
            Syndication Agents, UBS LOAN FINANCE LLC and WELLS FARGO BANK NATIONAL ASSOCIATION, as
            Documentation Agents, UFJ BANK LIMITED, SUNTRUST BANK, MERRILL LYNCH BANK USA, EUROHYPO
            AG, NEW YORK BRANCH, THE BANK OF NEW YORK, AMSOUTH BANK, BANK OF AMERICA, N.A., ROYAL
            BANK OF CANADA, MIZUHO CORPORATE BANK (USA), US BANK NATIONAL ASSOCIATION and WESTLB
            AG, NEW YORK BRANCH, as Managing Agents, CITICORP NORTH AMERICA, INC., BARCLAYS BANK
            PLC, THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND, MANUFACTURERS AND TRADERS TRUST
            COMPANY and SUMITOMO MITSUI BANKING CORPORATION, as Co-Agents, and JPMORGAN CHASE BANK,
            N.A., as administrative agent for the lenders thereunder, as in effect on the date
            hereof.


            
            “Existing Revolving
            Lenders”: the lenders under the Existing Revolving
            Credit Agreement.


            
            “Existing Revolving
            Loans”: any loans made under the Existing Revolving
            Credit Agreement that are outstanding as of the Effective Date. The aggregate
            outstanding principal amount of the Existing Revolving Loans is set forth on Schedule
            5.1A.


            
            “Existing Revolving
            Notes”: all promissory notes issued to Existing
            Revolving Lenders under the Existing Revolving Credit Agreement that have not been
            replaced by subsequent promissory notes issued to Existing Revolving Lenders under the
            Existing Revolving Credit Agreement.


            
            “Existing Term Loan Credit
            Agreement”: the Credit Agreement dated as of August 29,
            2007 among Kimco, the several banks, financial institutions and other entities from
            time to time parties thereto, BANK OF AMERICA, N.A., as Syndication Agent, and JPMORGAN
            CHASE BANK, N.A., as administrative agent for the lenders thereunder, as in effect on
            the date hereof.


             


            
            7


             

            
            

            

             


            
            “Existing Term Loan
            Lenders”: the lenders under the Existing Term Loan
            Credit Agreement.


            
            “Existing Term
            Loans”: any loans made under the Existing Term Loan
            Credit Agreement that are outstanding as of the Effective Date. The aggregate
            outstanding principal amount of the Existing Term Loans is set forth on Schedule
            5.1B.


            
            “Extended Maturity
            Date”: as defined in Section 10.9.


            
            “Facility Fee
            Rate”: the applicable percentage per annum set forth
            below based upon the Status on the date of the relevant facility fee
            payment:


             
            


            
                	
                            
                            Level I

                        	
                            
                            Level II

                        	
                            
                            Level III

                        	
                            
                            Level IV

                        	
                            
                            Level V

                        
	
                            
                            Status

                        	
                            
                            Status

                        	
                            
                            Status

                        	
                            
                            Status

                        	
                            
                            Status

                        
	
                             
                            

                        	
                             
                            

                        	
                             
                            

                        	
                             
                            

                        	
                             
                            

                        
	
                            
                            0.125%

                        	
                            
                            0.150%

                        	
                            
                            0.150%

                        	
                            
                            0.200%

                        	
                            
                            .250%

                        
	
                             
                            

                        	
                             
                            

                        	
                             
                            

                        	
                             
                            

                        	
                             
                            

                        


            


             


            
            “Federal Funds Effective
            Rate”: as defined in the definition of the term
            “ABR”.


            
            “Fee
            Letter”: the amended and restated fee letter dated
            September 26, 2007 among Kimco, JPMCB, J.P. Morgan, Bank of America, N.A. and Banc of
            America Securities LLC regarding certain fees payable in connection with the Revolving
            Credit Facility.


            
            “FFO”:
            funds from operations, as calculated based upon the NAREIT definition in effect on the
            date of said calculation or in a manner consistent with Kimco’s prior reporting
            (with any variation from the NAREIT definition being specified in Schedule
            1.1B).


            
            “Final
            Date”: as defined in Section 2.11(d).


            
            “Financing
            Lease”: any lease of property, real or personal, the
            obligations of the lessee in respect of which are required in accordance with GAAP to
            be capitalized on a balance sheet of such lessee.


            
            “Fixed
            Rate”: with respect to any Competitive Loan (other than
            a Competitive Loan which is a Eurocurrency Loan), the fixed rate of interest per annum
            specified by the Lender making such Competitive Loan in its related Competitive
            Bid.


            
            “Fixed Rate
            Loan”: a Competitive Loan bearing interest at a Fixed
            Rate.


            
            “GAAP”:
            generally accepted accounting principles in the United States of America.


            
            “Governmental
            Authority”: any nation or government, any state or
            other political subdivision thereof and any entity exercising executive, legislative,
            judicial, regulatory or administrative functions of or pertaining to
            government.


            
            “Gross Asset
            Value”: as of any relevant date, an amount equal to the
            sum, without duplication, of (a) Total Adjusted EBITDA, calculated with respect to the
            most recent Test Period ended on or before such date annualized and capitalized at
            7.50%, plus (b) Unrestricted Cash
            and Cash Equivalents of Kimco and the Consolidated Entities as of such date,
            plus (c) the sum of the following items of
            Kimco and the Consolidated Entities: (i) land and development projects as of such date
            valued at “cost”, and (ii) mezzanine and mortgage loan receivables valued
            at the lower of cost or market at such


            
            8


             

            
            

            

             


            date
            and marketable securities at the value reflected in the consolidated financial
            statements of Kimco as of such date, plus
            (d) Kimco’s investments in and advances to the Noncontrolled
            Entities valued at the lower of cost or market as reflected in the consolidated
            financial statements of Kimco as of such date,
            provided that the items described in
            clauses (c) and (d) (other than mortgage loan receivables valued at the lower of cost
            or market at such date and marketable securities at the value reflected in the
            consolidated financial statements of Kimco as of such date) shall not be taken into
            account to the extent that the amounts thereof exceed, in the aggregate, 40% of Gross
            Asset Value, plus (e) 100% of the
            bona fide purchase price of Identified Properties as of such date, and
            provided, further, that not more than 25% in the aggregate
            of items comprising Gross Asset Value shall be attributable to assets located outside
            of the United States or to assets owned by Entities not organized in and having
            principal offices in the United States.


            
            “Guarantee
            Obligation”: as to any Person (the
            “guaranteeing person”),
            any obligation (determined without duplication) of (a) the guaranteeing person or (b)
            another Person (including any bank under any letter of credit) to induce the creation
            of which the guaranteeing person has issued a reimbursement, counter-indemnity or
            similar obligation, in either case guaranteeing or in effect guaranteeing any
            Indebtedness, leases, dividends or other obligations (the
            “primary obligations”)
            of any other third Person (the “primary
            obligor”) in any manner, whether directly or
            indirectly, including any obligation of the guaranteeing person, whether or not
            contingent, (i) to purchase any such primary obligation or any property constituting
            direct or indirect security therefor, (ii) to advance or supply funds (1) for the
            purchase or payment of any such primary obligation or (2) to maintain working capital
            or equity capital of the primary obligor or otherwise to maintain the net worth or
            solvency of the primary obligor, (iii) to purchase property, securities or services
            primarily for the purpose of assuring the owner of any such primary obligation of the
            ability of the primary obligor to make payment of such primary obligation or (iv)
            otherwise to assure or hold harmless the owner of any such primary obligation against
            loss in respect thereof; provided
            that the term Guarantee Obligation shall not include endorsements of
            instruments for deposit or collection in the ordinary course of business. The amount of
            any Guarantee Obligation of any guaranteeing person shall be deemed to be the maximum
            stated amount of the primary obligation relating to such Guarantee Obligation (or, if
            less, the maximum stated liability set forth in the instrument embodying such Guarantee
            Obligation); provided that in all
            events (and regardless of the existence of a stated liability amount), the amount of
            such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably
            anticipated liability in respect thereof as determined by Kimco in good
            faith.


            
            “Guarantor”:
            at any particular time, (a) Kimco and/or (b) each Subsidiary that is a party to a
            Subsidiary Guarantee at such time.


            
            “Hazardous
            Materials” means all explosive or radioactive
            substances or wastes and all hazardous or toxic substances, wastes or other pollutants,
            including petroleum or petroleum distillates, asbestos or asbestos containing
            materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all
            other substances or wastes of any nature regulated pursuant to any Environmental
            Law.


            
            “Identified
            Property”: as of any time, Properties acquired during
            the most recent Test Period.


            
            “Income
            REIT”: Kimco Income Operating Partnership, L.P., a
            Delaware limited partnership.


            
            “Indebtedness”:
            of any Person at any date, without duplication, (a) all indebtedness of such Person for
            borrowed money, (b) all obligations of such Person for the deferred purchase price of
            property or services (other than current trade liabilities incurred in the ordinary
            course of business and


            
            9


             

            
            

            

             


            
            payable in accordance with customary practices), to the extent such
            obligations constitute indebtedness for the purposes of GAAP, (c) any other
            indebtedness of such Person which is evidenced by a note, bond, debenture or similar
            instrument, (d) all obligations of such Person under Financing Leases, (e) all
            obligations of such Person in respect of acceptances issued or created for the account
            of such Person, (f) all Guarantee Obligations of such Person, (g) all reimbursement
            obligations for letters of credit and other contingent liabilities, (h) all liabilities
            secured by any Lien on any property owned by such Person even though such Person has
            not assumed or otherwise become liable for the payment thereof, and (i) the net
            obligations (contingent or otherwise) of such Person at such date under interest rate
            hedging agreements.


            
            “Insolvency”:
            with respect to any Multiemployer Plan, the condition that such Plan is insolvent
            within the meaning of Section 4245 of ERISA.


            
            “Insolvent”:
            pertaining to a condition of Insolvency.


            
            “Intellectual
            Property”: as defined in Section 4.9.


            
            “Interest Payment
            Date”: (a) as to any ABR Loan, the last day of each
            calendar month to occur while such ABR Loan is outstanding and the Termination Date,
            (b) as to any Eurocurrency Loan, the last day of the Interest Period with respect
            thereto and, in the case of a Eurocurrency Loan with an Interest Period of more than
            three (3) months’ duration, each day prior to the last day of such Interest
            Period that occurs at intervals of three (3) months’ duration after the first day
            of such Interest Period, (c) as to any Money Market Loan, the Money Market Loan
            Maturity Date applicable thereto, and (d) as to any Fixed Rate Loan, the last day of
            the Interest Period applicable to the borrowing of which such Fixed Rate Loan is a part
            and, in the case of a Fixed Rate Loan with an Interest Period of more than 90
            days’ duration (unless otherwise specified in the applicable Competitive Bid
            Request), each day prior to the last day of such Interest Period that occurs at
            intervals of 90 days’ duration after the first day of such Interest Period, and
            any other days that are specified in the applicable Competitive Bid Request as Interest
            Payment Dates with respect to such Fixed Rate Loan.


            
            “Interest
            Period”:


            
                	
                             

                        	
                            
                            (a)

                        	
                            
                            with respect to any Eurocurrency Loan:

                        


            


            
            (i)          
            initially, the period commencing on the borrowing or conversion date, as
            the case may be, with respect to such Eurocurrency Loan and ending one (1) week (only
            in the case of a Competitive Loan) or two (2) weeks (only in the case of a Competitive
            Loan) or one (1), two (2), three (3) or six (6) months thereafter, as selected by the
            applicable Borrower in its notice of borrowing or notice of conversion, as the case may
            be, given with respect thereto; and


            
            (ii)         
            thereafter, each period commencing on the last day of the next preceding
            Interest Period applicable to such Eurocurrency Loan and ending one (1) week (only in
            the case of a Competitive Loan) or two (2) weeks (only in the case of a Competitive
            Loan) or one (1), two (2), three (3) or six (6) months thereafter, as selected by the
            applicable Borrower by irrevocable notice to the Administrative Agent not less than
            three Business Days prior to the last day of the then current Interest Period with
            respect thereto; and


            
            (b)           
            with respect to any Fixed Rate Loan: each period, which shall not be
            less than 7 days or more than 180 days, commencing on the date of such borrowing and
            ending on the date specified in the applicable Competitive Bid Request;


            
            provided that all of the foregoing
            provisions relating to Interest Periods are subject to the following:


             


            
            10


             

            
            

            

             


            
            (1)           
            if any Interest Period pertaining to a Eurocurrency Loan would otherwise
            end on a day that is not a Business Day, such Interest Period shall be extended to the
            next succeeding Business Day unless the result of such extension would be to carry such
            Interest Period into another calendar month in which event such Interest Period shall
            end on the immediately preceding Business Day;


            
            (2)           
            any Interest Period pertaining to a Eurocurrency Loan that begins on the
            last Business Day of a calendar month (or on a day for which there is no numerically
            corresponding day in the calendar month at the end of such Interest Period) shall end
            on the last Business Day of a calendar month; and


            
                	
                             

                        	
                            
                            (3)

                        	
                            
                            in no event shall any Interest Period end on a day
                            subsequent to the Termination Date.

                        


            


            
            “Investment
            Entity”: as to any Person, a corporation, limited
            liability company, partnership or other entity in which Kimco has a direct or indirect
            interest, but which is not a Subsidiary.


            
            “ISP”:
            the International Standby Practices (1998), International Chamber of Commerce
            Publication No. 590, and, if acceptable to the Issuing Lender in its sole discretion,
            as the same may be amended or revised from time to time.


            
            “Issuing
            Lender”: JPMCB, in its capacity as issuer of any Letter
            of Credit, and any Alternate Issuing Lender appointed pursuant to Section 3.9(b). The
            Issuing Lender may, in its discretion, arrange for one or more Letters of Credit to be
            issued by Affiliates of the Issuing Lender
            (provided that such designation (a)
            does not result in any increased cost or liability to any Borrower in any underlying
            transaction supported by such Letter of Credit as opposed to the cost or liability to
            such Borrower of a Letter of Credit issued by JPMCB or (b) is approved in writing by
            the applicable Borrower or Kimco), in which case the term “Issuing Lender”
            shall include any such Affiliate with respect to Letters of Credit issued by such
            Affiliate.


            
            “Issuing Lender
            Affiliate”: as defined in Section 10.6.


            
            “JPMCB”:
            JPMorgan Chase Bank, N.A.


            
            “J.P.
            Morgan”: J.P. Morgan Securities Inc.


            
            “Kimco”:
            As defined in the introductory paragraph hereof.


            
            “L/C
            Commitment”: $350,000,000.


            
            “L/C Fee Payment
            Date”: with respect to each Letter of Credit, the last
            Business Day of each March, June, September and December to occur while such Letter of
            Credit is outstanding.


            
            “L/C Fee
            Rate”: with respect to each Letter of Credit at any
            date, the applicable percentage per annum set forth below based upon the Status on such
            date:


             
            


            
                	
                            
                            Level I

                        	
                            
                            Level II

                        	
                            
                            Level III

                        	
                            
                            Level IV

                        	
                            
                            Level V

                        
	
                            
                            Status

                        	
                            
                            Status

                        	
                            
                            Status

                        	
                            
                            Status

                        	
                            
                            Status

                        
	
                             
                            

                        	
                             
                            

                        	
                             
                            

                        	
                             
                            

                        	
                             
                            

                        
	
                            
                            0.375%

                        	
                            
                            0.425%

                        	
                            
                            0.600%

                        	
                            
                            0.800%

                        	
                            
                            1.000%

                        


            


             


            
            “L/C
            Obligations”: at any time, an amount equal to the sum
            of (a) the Tranche A L/C Obligations and the Tranche B L/C Obligations at such
            time.


             


            
            11


             

            
            

            

             


            
            “L/C
            Participants”: the collective reference to all the
            Lenders other than the Issuing Lender.


            
            “Lead
            Arrangers” means, collectively, J.P. Morgan and Banc of
            America Securities LLC.


            
            “Lead
            Lenders” means, collectively, JPMCB and Bank of
            America, N.A.


            
            “Lender
            Party”: each of Administrative Agent, the Issuing
            Lender and the Lenders.


            
            “Lenders”:
            as defined in the introductory paragraph hereof.


            
            “Letters of
            Credit”: the Tranche A Letters of Credit and the
            Tranche B Letters of Credit.


            
            “Lien”:
            any mortgage, pledge, hypothecation, assignment (including any collateral assignment
            but excluding any assignment of an asset made in lieu of a sale thereof where the
            assignor is paid the fair market value of such asset by the assignee and the assignee
            assumes all of the rights and obligations attributable to ownership of such asset),
            deposit arrangement, encumbrance, lien (statutory or other), charge or other security
            interest or any preference, priority or other security agreement or preferential
            arrangement of any kind or nature whatsoever (including any conditional sale or other
            title retention agreement and any Financing Lease having substantially the same
            economic effect as any of the foregoing).


            
            “Loan”:
            each loan made by the Lenders to any Borrower pursuant to this Agreement, including any
            Competitive Loans, any Tranche A Loans and any Tranche B Loans (whether such Loans are
            Fixed Rate Loans, Eurocurrency Loans, ABR Loans or Money Market Loans).


            
            “Loan
            Documents”: this Agreement, the Notes, the
            Applications, each Subsidiary Guarantee (if any) and the Fee Letter, and any instrument
            or agreement waiving, amending, or supplementing any Loan Document.


            
            “Loan
            Parties”: as of any applicable date of determination,
            (a) Kimco, (b) each other applicable Borrower and (c) each applicable Guarantor other
            than Kimco.


            
            “Major
            Acquisitions”: with respect to any applicable period,
            one or more acquisitions by Kimco or one of its Subsidiaries during such period of the
            Capital Stock and/or assets of another Person that (a) are otherwise permitted by this
            Agreement and the other Loan Documents and (b) involve the payment by Kimco or such
            Subsidiary of consideration (whether in the form of cash or non-cash consideration) in
            excess of $500,000,000 in the aggregate for all such acquisitions during such
            period.


            
            “Managing
            Agents”: as defined in the introductory paragraph
            hereof.


            
            “Margin”:
            with respect to any Competitive Loan bearing interest at a rate based on the
            Eurocurrency Rate, the marginal rate of interest, if any, to be added to or subtracted
            from the Eurocurrency Rate to determine the rate of interest applicable to such Loan,
            as specified by the Lender making such Loan in its related Competitive Bid.


            
            “Material Adverse
            Effect”: a material adverse effect on (a) the business,
            operations, property or financial condition of Kimco and its Subsidiaries taken as a
            whole, (b) the ability of Kimco to perform its obligations under the Loan Documents or
            (c) the validity or enforceability of this Agreement or any of the other Loan Documents
            or the rights or remedies of the Administrative Agent or the Lenders hereunder or
            thereunder.


             


            
            12


             

            
            

            

             


            
            “Materials of Environmental
            Concern”: any gasoline or petroleum (including crude
            oil or any fraction thereof) or petroleum products or any hazardous or toxic
            substances, materials or wastes, defined or regulated as such in or under any
            Environmental Law, including asbestos, polychlorinated biphenyls and urea-formaldehyde
            insulation.


            
            “Maturity
            Date”: (i) the date that is the fourth anniversary of
            the date of this Agreement, or (ii) if the term of the Revolving Credit Facility is
            extended pursuant to Section 10.9, the Extended Maturity Date;
            provided that references hereunder to the
            Maturity Date shall be to the Maturity Date specified in clause (i) unless and until
            extended in accordance with said Section 10.9.


            
            “Money Market Loan Maturity
            Date”: with respect to any Money Market Loan, the
            maturity date requested by the applicable Borrower in connection therewith (which date
            shall in no event be later than the earlier of (a) 29 days after the Borrowing Date
            thereof and (b) the Termination Date).


            
            “Money Market
            Loans”: Revolving Credit Loans denominated in Dollars
            the rate of interest applicable to which is based upon the Money Market
            Rate.


            
            “Money Market
            Rate”: with respect to any proposed Money Market Loan,
            the quoted rate per annum obtained by the Administrative Agent with respect thereto,
            and accepted by each Lender, in its sole discretion, no later than 10:00 A.M., New York
            City time, on the requested Borrowing Date.


            
            “Money Market
            Tranche”: the collective reference to Money Market
            Loans having the same Borrowing Date and Money Market Loan Maturity Date.


            
            “Moody’s”:
            Moody’s Investors Service, Inc.


            
            “Multiemployer
            Plan”: a Plan which is a multiemployer plan as defined
            in Section 4001(a)(3) of ERISA.


            
            “NAREIT”:
            The National Association of Real Estate Investment Trusts.


            
            “Noncontrolled
            Entity”: any of the following Unconsolidated Entities:
            (i) any entity in which the only investment by Kimco or any Affiliate thereof consists
            of preferred stock or securities of another entity having characteristics analogous to
            those of preferred stock, or (ii) any entity (including, but not limited to, the Income
            REIT, Kimco Retail Opportunity Portfolio, LLC, or “Rio Can/Canadian
            Ventures”) as to which Kimco (together with its Affiliates) does not have the
            power to direct the acquisition, financing, disposition and other major decisions
            regarding property owned by such entity.


            
            “Non-Excluded
            Taxes”: as defined in Section 2.12(a).


            
            “Non-Recourse
            Indebtedness”: Indebtedness the documentation with
            respect to which expressly provides that (a) the lender(s) thereunder (and any agent
            for such lender(s)) may not seek a money judgment against the Person issuing such
            Indebtedness or (b) recourse for payment in respect of such Indebtedness is limited to
            those assets or Capital Stock of the Person issuing such Indebtedness which secure such
            Indebtedness (except in the case of customary indemnities or customary potential
            recourse carve-outs contained in such documentation,
            provided that if a claim is made in
            connection with such indemnities or potential recourse carve-outs, such claim shall not
            constitute Non-Recourse Indebtedness for the purposes of this Agreement);
            provided further
            that, notwithstanding the foregoing, any Indebtedness which would
            otherwise constitute Recourse Indebtedness (or which would not constitute Non-Recourse
            Indebtedness hereunder), shall be included as Non-Recourse Indebtedness for all
            purposes hereunder if and to the extent such Indebtedness is not recourse (either
            contractually or by


            
            13


             

            
            

            

             


            
            operation of law) to Kimco (except in the case of customary indemnities
            or customary potential recourse carve-outs contained in the applicable
            documentation, provided that if a
            claim is made in connection with such indemnities or potential recourse carve-outs,
            such claim shall not constitute Non-Recourse Indebtedness for the purposes of this
            Agreement).


            
            “Non-U.S.
            Lender”: as defined in Section 2.12(b).


            
            “Notes”:
            the collective reference to the Revolving Credit Notes and any Competitive Loan
            Notes.


            
            “Obligated Property
            Owner”: as defined in the definition of the term
            “Unencumbered Properties”.


            
            “Obligations”:
            with respect to any Borrower, all obligations, liabilities and Indebtedness of every
            nature of such Borrower from time to time owing to any Lender, the Issuing Lender, or
            the Administrative Agent, under or in connection with this Agreement or any other Loan
            Document, in each case whether primary, secondary, direct, indirect, contingent, fixed
            or otherwise, including interest accruing at the rate provided in the applicable Loan
            Document on or after the commencement of any bankruptcy or insolvency proceeding,
            whether or not allowed or allowable.


            
            “Original Maturity
            Date”: as defined in Section 10.9.


            
            “Ownership
            Percentage”: (a) in respect of a Wholly Owned
            Subsidiary, 100%, and (b) in respect of (i) any other Consolidated Entity (other than a
            Wholly Owned Subsidiary) or (ii) an Unconsolidated Entity, Kimco’s direct and
            indirect percentage interest in such entity determined in accordance with
            GAAP.


            
            “Participant”:
            as defined in Section 10.6.


            
            “Patriot
            Act”: as defined in Section 10.21.


            
            “PBGC”:
            the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV
            of ERISA.


            
            “Permitted
            Encumbrances”: (a) Liens imposed by law for taxes (i)
            that are not yet due and delinquent, or (ii) where (A) the validity or amount thereof
            is being contested in good faith by appropriate proceedings, (B) the Person responsible
            for such taxes is Kimco or a Wholly Owned Subsidiary and such Person has set aside on
            its books adequate reserves with respect thereto in accordance with GAAP, and (C) the
            failure to make payment pending such contest could not reasonably be expected to have a
            Material Adverse Effect, (b) carriers’, warehousemen’s, mechanics’,
            materialmen’s, repairmen’s and other like Liens imposed by law, arising in
            the ordinary course of business and securing obligations that are not overdue by more
            than 30 days, except where (i) the validity or amount thereof is being contested in
            good faith by appropriate proceedings, (ii) the Person responsible for the charges so
            secured is Kimco or a Wholly Owned Subsidiary and such Person has set aside on its
            books adequate reserves with respect thereto in accordance with GAAP and (iii) the
            failure to make payment pending such contest could not reasonably be expected to have a
            Material Adverse Effect, (c) pledges and deposits made in the ordinary course of
            business in compliance with workers’ compensation, unemployment insurance and
            other social security laws or regulations, (d) deposits to secure the performance of
            bids, trade contracts, leases, statutory obligations, surety and appeal bonds,
            performance bonds and other obligations of a like nature, in each case in the ordinary
            course of business, and (e) easements, zoning restrictions, rights-of-way and similar
            encumbrances on real property imposed by law or arising in the


            
            14


             

            
            

            

             


            
            ordinary course of business that do not secure any monetary obligations
            and do not materially detract from the value of the affected property or interfere with
            the ordinary conduct of business of Kimco or of any Wholly Owned Subsidiary that has
            any direct or indirect interest in any Unencumbered Property;
            provided that the term “Permitted
            Encumbrances” shall not include any Lien securing Indebtedness.


            
            “Person”:
            an individual, partnership, limited liability company, corporation, business trust,
            joint stock company, trust, unincorporated association, joint venture, Governmental
            Authority or other entity of whatever nature.


            
            “Plan”:
            at a particular time, any employee benefit plan which is covered by ERISA and in
            respect of which Kimco or a Commonly Controlled Entity is (or, if such plan were
            terminated at such time, would under Section 4069 of ERISA be deemed to be) an
            “employer” as defined in
            Section 3(5) of ERISA.


            
            “Prime
            Rate”: as defined in the definition of the term
            “ABR”.


            
            “Property”:
            real property owned by Kimco or any of the Entities, or in which Kimco or any of the
            Entities has a leasehold interest.


            
            “Property Gross
            Revenues”: with respect to any Property, for any
            period, all gross income, revenues and consideration, of whatever form or nature,
            received by or paid to or for the account or benefit of the Person owning such
            Property, in each instance during such period, in connection with the ownership,
            operation, leasing and occupancy of such Property, including the following: (a) amounts
            received under leases, including base rent, escalation, overage, additional,
            participation, percentage and similar rentals, late charges and interest payments and
            amounts received on account of maintenance or service charges, real estate taxes,
            assessments, utilities, air conditioning and heating, insurance premiums and other
            administrative, management, operating, leasing and maintenance expenses for such
            property, but excluding until earned security deposits, prepaid rents and other
            refundable receipts, (b) rents and receipts from licenses, concessions, vending
            machines and similar items, (c) parking fees and rentals, (d) other fees, charges or
            payments not denominated as rental of office, retail, storage, parking or other space
            in such Property, and (e) payments received as consideration, in whole or in part, for
            the cancellation, modification, extension or renewal of leases; but in any event
            excluding the proceeds of any financing or asset sales in respect of all or any portion
            of such Property.


            
            “Property
            NOI”: with respect to any Property, for any period, an
            amount equal to the excess, if any, of (a) Property Gross Revenues in respect of such
            Property for such period over (b)
            Property Operating Expenses in respect of such Property for such period.


            
            “Property Operating
            Expenses: with respect to any Property, for any period, the
            sum of all expenses incurred during such period with respect to the ownership,
            operation, leasing and occupancy of such Property, including the following: (a) real
            estate taxes; (b) special assessments or similar charges paid during such period; (c)
            personal property taxes; (d) costs of utilities, air conditioning and heating; (e)
            maintenance and repair costs of a non-capital nature; (f) operating expenses and fees;
            (g) wages and salaries of on-site employees engaged in the operation and management of
            such Property, including employer’s social security taxes and other taxes,
            insurance benefits and the like, levied on or with respect to such wages or salaries;
            (h) premiums payable for insurance carried on or with respect to such Property; (i)
            advertising and promotion costs; (j) rental expense; and (k) in the case of any
            Property owned or operated by an Investment Entity, any obligation of Kimco or any of
            its Subsidiaries (contingent or otherwise) to contribute funds to such Investment
            Entity. The following shall be excluded from Property Operating Expenses: (1) foreign,
            U.S., state and local income taxes, franchise taxes or other taxes based on income, (2)
            depreciation, amortization and any other non-cash deduction for income tax purposes,
            (3)


            
            15


             

            
            

            

             


            
            interest expenses of the Person owning such Property, (4) property
            management fees payable to Kimco or its Affiliates, and (5) any expenditures made for
            capital improvements and the cost of leasing commissions.


            
            “Qualified
            Jurisdiction”: at any time of determination, any
            jurisdiction in which Kimco or any of its Subsidiaries is doing business at such time
            the government of which jurisdiction is internationally recognized at such time,
            including by the United States Government.


            
            “Quotation
            Day” means, in connection with any Borrowing of
            Eurocurrency Loans for a particular Interest Period, the day that is two (2) Business
            Days before the first day of such Interest Period unless market practice differs in the
            relevant interbank market for a currency, in which case the Quotation Day for such
            currency will be determined by the Administrative Agent in accordance with market
            practice in the relevant interbank market (and if quotations would normally be given by
            leading banks in the relevant interbank market on more than one day, the Quotation Day
            will be the last of such days).


            
            “Recourse
            Indebtedness”: any Indebtedness of any Person, (A) to
            the extent that Kimco is liable for direct claims for payment of such debt, or (B) to
            the extent that the payment of such debt is guaranteed by Kimco or that Kimco otherwise
            stands as a surety or accommodation party for such debt
            (provided that the amount of any
            such obligation shall be deemed, for the purpose of this definition, to be
            Kimco’s maximum reasonably anticipated liability in respect thereof as determined
            by Kimco in good faith), or (C) as to which a Lien securing such debt has been placed
            against any assets of Kimco (excluding from this clause (C) Non-Recourse Indebtedness
            of Kimco). (Any such Indebtedness shall not be treated as Recourse Indebtedness solely
            because of customary potential recourse carveouts contained in documentation,
            provided that if a claim is made in
            connection with such potential recourse carve-outs, such claim shall constitute
            Recourse Indebtedness for the purposes of this Agreement).


            
            “Register”:
            as defined in Section 10.6.


            
            “Regulation
            U”: Regulation U of the Board as in effect from time to
            time.


            
            “Reimbursement
            Obligation”: the obligation of any Borrower to
            reimburse the Issuing Lender pursuant to Section 3.5(a) for amounts drawn under Letters
            of Credit.


            
            “Related
            Parties”: as defined in Section 9.1.


            
            “Reorganization”:
            with respect to any Multiemployer Plan, the condition that such plan is in
            reorganization within the meaning of Section 4241 of ERISA.


            
            “Reportable
            Event”: any of the events set forth in Section 4043(b)
            of ERISA, other than those events as to which the thirty day notice period is waived
            under Sections .13, .14, .16, .18, .19 or .20 of PBGC Reg. § 2615.


            
            “Representation and Warranty
            Date”: (a) the Effective Date, (b) the date of any
            Borrowing, and (c) the date of issuance, renewal, extension or amendment of any Letter
            of Credit.


            
            “Required
            Lenders”: at any time, the holders of at least 51% of
            the aggregate Revolving Commitments, or, if the Revolving Commitments have been
            terminated, the sum of the aggregate unpaid principal amount of the Competitive Loans
            and the Revolving Exposure at such time.


            
            “Requirement of
            Law”: as to any Person, the Certificate of
            Incorporation and By-Laws or other organizational or governing documents of such
            Person, and any law, treaty, rule or regulation or


            
            16


             

            
            

            

             


            
            determination of an arbitrator or a court or other Governmental
            Authority, in each case applicable to or binding upon such Person or any of its
            property or to which such Person or any of its property is subject.


            
            “Responsible
            Officer”: with respect to any Person, the chief
            executive officer and the president of such Person or, with respect to financial
            matters, the chief financial officer or the treasurer of such Person.


            
            “Revolving
            Commitment”: as to any Lender, the sum of such
            Lender’s Tranche A Commitment and Tranche B Commitment, as such amount may be
            changed from time to time in accordance with the provisions of this Agreement. The
            initial aggregate amount of the Lenders’ Revolving Commitments is
            $1,500,000,000.


            
            “Revolving Credit
            Facility”: the revolving credit facility established
            pursuant to this Agreement.


            
            “Revolving Credit
            Loans”: as defined in Section 2.2(a)(i).


            
            “Revolving Credit
            Note”: as defined in Section 2.2(b).


            
            “Revolving
            Exposure”: as to any Lender at any time, an amount
            equal to the sum of such Lender’s Tranche A Exposure and Tranche B Exposure at
            such time.


            
            “S&P”:
            Standard & Poor’s Ratings Services.


            
            “Sharing
            Event”: (a) the occurrence of an Event of Default
            described in paragraph (f) of Article VIII; (b) the acceleration of any Loans and L/C
            Obligations pursuant to Article VIII; or (c) the occurrence of an Event of Default
            described in paragraph (a) of Article VIII that continues after the Maturity
            Date.


            
            “Single Employer
            Plan”: any Plan which is covered by Title IV of ERISA,
            but which is not a Multiemployer Plan.


            
            “Solvent”:
            as to any Person, that, as of any date of determination, (a) the amount of the present
            fair saleable value of the assets of such Person will, as of such date, exceed the
            amount of all liabilities of such Person, contingent or otherwise, as of such date, as
            determined in accordance with applicable U.S. federal and state laws (or analogous
            applicable foreign laws) governing determinations of the insolvency of debtors, (b) the
            present fair saleable value of the assets of such Person will, as of such date, be
            greater than the amount that will be required to pay the liability of such Person on
            its existing or anticipated debts as such debts become absolute and matured, and (c)
            such Person will not have as of such date, an unreasonably small amount of capital with
            which to conduct its business.


            
            “Status”:
            as to Kimco, the existence of Level I Status, Level II Status, Level III Status, Level
            IV Status or Level V Status, as the case may be.


            
            As used in this definition:


            
            “Level I
            Status” exists at any date if, at such date, Kimco has
            a long-term senior unsecured debt rating of A- or better by S&P and A3 or better by
            Moody’s;


             


            
            17


             

            
            

            

             


            
            “Level II
            Status” exists at any date if, at such date, Level I
            Status does not exist and Kimco has a long-term senior unsecured debt rating of BBB+ or
            better by S&P and Baa1 or better by Moody’s;


            
            “Level III
            Status” exists at any date if, at such date, neither
            Level I Status nor Level II Status exists and Kimco has a long-term senior unsecured
            debt rating of BBB or better by S&P and Baa2 or better by Moody’s;


            
            “Level IV
            Status” exists at any date if, at such date, neither
            Level I Status, Level II Status nor Level III Status exists and Kimco has a long-term
            senior unsecured debt rating of BBB- or better by S&P and Baa3 or better by
            Moody’s; and


            
            “Level V
            Status” exists at any date if, at such date, none of
            Level I Status, Level II Status, Level III Status or Level IV Status exists;


            
            provided that (i) in the event of a
            “split” rating, the Applicable Margin, Facility Fee Rate, and L/C Fee Rate
            shall be based upon the higher of the two ratings, (ii) Kimco may, at its option,
            obtain a debt rating from a third nationally-recognized rating agency, in which case
            the Applicable Margin, Facility Fee Rate, and L/C Fee Rate shall be based on the lower
            of the two highest ratings, at least one of which must be Moody’s or S&P, and
            (iii) if S&P and/or Moody’s shall cease to issue ratings of debt securities
            of real estate investment trusts generally, then the Administrative Agent and Kimco
            shall negotiate in good faith to agree upon a substitute rating agency or agencies (and
            to correlate the system of ratings of such substitute rating agency with that of the
            rating agency for which it is substituting) and (a) until such substitute rating agency
            or agencies are agreed upon, Status shall be determined on the basis of the rating
            assigned by the other rating agency (or, if both S&P and Moody’s shall have
            so ceased to issue such ratings, on the basis of the Status in effect immediately prior
            thereto) and (b) after such substitute rating agency or agencies are agreed upon,
            Status shall be determined on the basis of the rating assigned by the other rating
            agency and such substitute rating agency or the two substitute rating agencies, as the
            case may be.


            
            “Sterling”
            or “£”: the lawful money of the United Kingdom.


            
            “Subsidiary”:
            as to any Person, a corporation, limited liability company, partnership or other entity
            of which shares of stock or other ownership interests having ordinary voting power
            (other than stock or such other ownership interests having such power only by reason of
            the happening of a contingency) to elect a majority of the board of directors or other
            managers of such corporation, limited liability company, partnership or other entity
            are at the time owned, or the management of which is otherwise controlled, directly or
            indirectly through one or more intermediaries, or both, by such Person. Unless
            otherwise qualified, all references to a “Subsidiary” or to
            “Subsidiaries” in this Agreement shall refer to a direct or indirect
            Subsidiary or Subsidiaries of Kimco.


            
            “Subsidiary Borrower Representation and
            Warranty Date”: the date of any Borrowing by, or
            issuance, renewal, extension or amendment of any Letter of Credit for the account of,
            any Subsidiary Borrower.


            
            “Subsidiary
            Borrowers”: as defined in Section 10.10.


            
            “Subsidiary
            Guarantee”: each Guarantee, substantially in the form
            of Exhibit C, executed and delivered by a Subsidiary Guarantor, in accordance with the
            terms of this Agreement.


            
            “Subsidiary
            Guarantor”: as defined in Section 10.10.


             


            
            18


             

            
            

            

             


            
            “Swap
            Agreement”: any agreement with respect to any swap,
            forward, future or derivative transaction or option or similar agreement involving, or
            settled by reference to, one or more rates, currencies, commodities, equity or debt
            instruments or securities, or economic, financial or pricing indices or measures of
            economic, financial or pricing risk or value or any similar transaction or any
            combination of these transactions; provided
            that no phantom stock or similar plan providing for payments only on
            account of services provided by current or former directors, officers, employees or
            consultants of Kimco or any Affiliate thereof shall be a Swap Agreement.


            
            “Syndication
            Agents”: as defined in the introductory paragraph
            hereof.


            
            “Termination
            Date”: the date that is the earliest to occur of (a)
            the Maturity Date, (b) the date on which the Revolving Commitments hereunder shall be
            terminated or otherwise permanently reduced to zero pursuant to this Agreement, and (c)
            the date on which the Loans shall become due and payable hereunder by
            acceleration.


            
            “Test
            Period”: a period of two (2) consecutive fiscal
            quarters of Kimco.


            
            “Total Adjusted
            EBITDA”: for any Test Period, Total EBITDA for such
            period minus (without duplication)
            (i) replacement reserves of $0.15 per square foot of gross leasable area per annum,
            pro-rated for the applicable period, (ii) non-cash revenue for such period attributable
            to straight-lining of rents, (iii) EBITDA for such period attributable to
            Unconsolidated Entities, (iv) income for such period from mezzanine and mortgage loan
            receivables, (v) dividend and interest income from marketable securities, (vi) EBITDA
            for such period attributable to Identified Properties, and (vii) Kimco’s and its
            Affiliates’ management fee income and other income (excluding all items referred
            to in any other clause of this definition) for such period not attributable to
            Properties to the extent that such items referred to in this clause (vii), in the
            aggregate, exceed 15% of Total EBITDA.


            
            “Total Debt
            Service”: in respect of any Test Period, interest
            expense plus scheduled principal
            debt amortization for Kimco and the Consolidated Entities on the aggregate principal
            amount of their respective Indebtedness (provided
            that (a) there shall be excluded optional prepayments and balloon
            payments due at maturity, and (b) in the case of any Indebtedness that amortizes in
            annual installments, there shall be included in the aggregate 50% of the amount of such
            annual installments payable during such Test Period and 50% of the amount of such
            annual installments payable during the two immediately succeeding fiscal
            quarters), plus preferred stock
            dividends paid during such Test Period.


            
            “Total
            EBITDA”: for any period, Adjusted Net Income of Kimco
            and the Consolidated Entities before income taxes, interest, depreciation,
            amortization, gains or losses on sales of operating real estate and marketable
            securities, any provision or benefit for income taxes, noncash impairment charges, and
            gains or losses on extraordinary items in accordance with GAAP and gains or losses on
            early extinguishment of debt, plus,
            without duplication, EBITDA of Unconsolidated Entities.


            
            “Total
            Indebtedness”: as of any date of determination, all
            Indebtedness of Kimco, of its Wholly Owned Subsidiaries and any other Consolidated
            Entities, outstanding at such date.


            
            “Total Priority
            Indebtedness”: as of any date of determination, the
            aggregate of (a) Indebtedness of Kimco or of any of the Consolidated Entities
            outstanding as of such date, secured by any asset of Kimco or the Consolidated
            Entities, and (b) all unsecured third party Indebtedness of the Consolidated Entities
            to Persons other than Kimco or any Consolidated Entity outstanding as of such date
            except to the extent that such unsecured third party Indebtedness is unconditionally
            and irrevocably guaranteed by Kimco.


             


            
            19


             

            
            

            

             


            
            “Total Unsecured Interest
            Expense”: actual interest expense (accrued, paid, or
            capitalized) on all Unsecured Debt of Kimco, of the Consolidated Entities and of the
            Unconsolidated Entities (other than of the Noncontrolled Entities).


            
            “Tranche”:
            any Eurocurrency Tranche or Money Market Tranche.


            
            “Tranche A
            Commitment”: as to any Lender, the obligation (if any)
            to make Tranche A Loans to and/or issue or participate in Tranche A Letters of Credit
            issued on behalf of Borrowers hereunder in an aggregate principal and/or face amount at
            any one time outstanding not to exceed the amount set forth opposite such
            Lender’s name on Schedule 1.1A under the heading “Tranche A Commitment
            (Dollars Only),” as such amount may be changed from time to time in accordance
            with the provisions of this Agreement. The initial aggregate amount of the
            Lenders’ Tranche A Commitments is $1,300,000,000.


            
            “Tranche A
            Exposure”: as to any Lender at any time, an amount
            equal to the sum of (a) the outstanding aggregate amount of such Lender’s Tranche
            A Loans at such time and (b) such Lender’s Applicable Percentage of the Tranche A
            L/C Obligations then outstanding.


            
            “Tranche A L/C
            Obligations”: at any time, an amount equal to the sum
            of (a) the aggregate then undrawn and unexpired amount of the then outstanding Tranche
            A Letters of Credit and (b) the aggregate amount of drawings under Tranche A Letters of
            Credit that have not then been reimbursed pursuant to Section 3.5(a).


            
            “Tranche A Letters of
            Credit”: letters of credit issued by the Issuing Lender
            pursuant to this Agreement, to the extent such Letters of Credit are deemed, pursuant
            to the provisions of this Agreement, to be a use of the Tranche A Commitment, including
            the letters of credit referred to in Schedule 3.10.


            
            “Tranche A
            Loans”: Revolving Credit Loans made by the Lenders
            pursuant to this Agreement, to the extent such Loans are deemed, pursuant to the
            provisions of this Agreement, to be a use of the Tranche A Commitment.


            
            “Tranche B
            Commitment”: as to any Lender, the obligation (if any)
            to make Tranche B Loans to and/or issue or participate in Tranche B Letters of Credit
            issued on behalf of Borrowers hereunder in an aggregate principal and/or face amount at
            any one time outstanding not to exceed the amount set forth opposite such
            Lender’s name on Schedule 1.1A under the heading “Tranche B Commitment
            (Dollars or Alternate Currency),” as such amount may be changed from time to time
            in accordance with the provisions of this Agreement. The initial aggregate amount of
            the Lenders’ Tranche B Commitments is $200,000,000.


            
            “Tranche B
            Exposure”: as to any Lender at any time, an amount
            equal to the sum of (a) the Dollar Equivalent of the outstanding aggregate amount of
            such Lender’s Tranche B Loans at such time and (b) such Lender’s Applicable
            Percentage of the Tranche B L/C Obligations then outstanding.


            
            “Tranche B L/C
            Obligations”: at any time, an amount equal to the sum
            of (a) the Dollar Equivalent of the aggregate then undrawn and unexpired amount of the
            then outstanding Tranche B Letters of Credit and (b) the Dollar Equivalent of the
            aggregate amount of drawings under Tranche B Letters of Credit that have not then been
            reimbursed pursuant to Section 3.5(a).


            
            “Tranche B Letters of
            Credit”: letters of credit issued by the Issuing Lender
            pursuant to this Agreement, to the extent such Letters of Credit are deemed, pursuant
            to the provisions of this


            
            20


             

            
            

            

             


            
            Agreement, to be a use of the Tranche B Commitment, including the
            letters of credit referred to in Schedule 3.10.


            
            “Tranche B
            Loans”: Revolving Credit Loans made by the Lenders
            pursuant to this Agreement, to the extent such Loans are deemed, pursuant to the
            provisions of this Agreement, to be a use of the Tranche B Commitment.


            
            “Transferee”:
            as defined in Section 10.7.


            
            “Type”:
            as to any Revolving Credit Loan, its nature as an ABR Loan, a Eurocurrency Loan or a
            Money Market Loan; and as to any Competitive Loan, its nature as a Eurocurrency Loan or
            a Fixed Rate Loan.


            
            “Unconsolidated
            Entity”: as of any date of determination, a
            corporation, partnership, limited liability company, trust, joint venture, or other
            business entity in which Kimco, directly or indirectly through ownership of one or more
            intermediary entities, owns an equity interest but that is not required in accordance
            with GAAP to be consolidated with Kimco for financial reporting purposes.


            
            “unencumbered”:
            with respect to any asset, as of any date of determination, the circumstance that such
            asset on such date (a) is not subject to any Liens or claims (including restrictions on
            transferability or assignability) of any kind (excluding Permitted Encumbrances), (b)
            is not subject to any agreement (including (i) any agreement governing Indebtedness
            incurred in order to finance or refinance the acquisition of such asset and (ii) if
            applicable, the organizational documents of any Entity) which prohibits or restricts in
            a material manner Kimco or any of the Entities from creating, incurring, assuming or
            suffering to exist any Lien upon, or conveying, selling, leasing, transferring or
            otherwise disposing of, any assets or Capital Stock of Kimco or any of the Entities
            (excluding any agreement which limits generally the amount of secured Indebtedness
            which may be incurred by Kimco and the Entities) and (c) is not subject to any
            agreement (including any agreement governing Indebtedness incurred in order to finance
            or refinance the acquisition of such asset) which entitles any Person to the benefit of
            any Lien (other than Permitted Encumbrances) on any assets or Capital Stock of Kimco or
            any of the Entities, or would entitle any Person to the benefit of any Lien (other than
            Permitted Encumbrances) on such assets or Capital Stock upon the occurrence of any
            contingency (other than pursuant to an “equal and ratable” clause contained
            in any agreement governing Indebtedness).


            
            “Unencumbered Assets
            NOI”: for any period, Unencumbered Property NOI,
            plus (a) 75% of management fee revenues
            earned by Kimco and its Wholly Owned Subsidiaries in respect of properties owned by any
            Noncontrolled Entity, plus (b) the
            sum of dividend and interest income from unencumbered marketable securities and
            unencumbered mezzanine and mortgage loan receivables;
            provided that management fee revenues
            earned in respect of properties owned by any Noncontrolled Entity, dividend and
            interest income from unencumbered mezzanine loan receivables and Unencumbered Assets
            NOI attributable to assets located outside of the United States or to assets owned by
            Entities not organized in and having principal offices in the United States shall not
            be taken into account to the extent the sum of all such items exceeds 25% of
            Unencumbered Assets NOI for the applicable period.


            
            “Unencumbered
            Properties”: (a) Properties wholly owned by Kimco or by
            a Wholly Owned Subsidiary (or in which Kimco or a Wholly Owned Subsidiary has a
            leasehold interest to the extent eligible pursuant to clause (b) of the second sentence
            of the definition of the term “Unencumbered Property NOI”), as to which
            Kimco has control, which Properties are unencumbered (including freedom from
            restrictions, whether on the Property itself or the entity holding such Property, on
            pledging such Property or the stock, limited liability company interests, partnership
            interests, or other ownership interests of any Person having an ownership interest in
            such Property as collateral or selling such


            
            21


             

            
            

            

             


            
            Property), and (b) other unencumbered Properties as to which Kimco or a
            Wholly Owned Subsidiary owns (directly or through the ownership of an interest in a
            Consolidated Entity) a majority of the equity interests or has a leasehold interest, as
            above, and has the power to direct acquisition, disposition, financing, and other major
            property decisions (which shall not include Properties owned by or through
            Noncontrolled Entities); provided
            that no such Property shall be treated as an Unencumbered Property at
            any time during which any Person (other than Kimco) having any direct or indirect
            ownership interest in such Property (a “Property
            Owner”) has any Indebtedness or has any obligation or
            liability, whether primary, secondary, direct, indirect, fixed, contingent, or
            otherwise (including as a guarantor or other surety or accommodation party, as the
            general partner of a partnership that has Recourse Indebtedness, under applicable law,
            or otherwise) in respect of any Indebtedness (an
            “Obligated Property
            Owner”), unless at such time each such Obligated
            Property Owner is a Wholly Owned Subsidiary of Kimco and a Subsidiary Guarantor
            pursuant to an effective Subsidiary Guarantee.


            
            “Unencumbered Property
            NOI”: for any period, Property NOI for such period of
            Unencumbered Properties owned by Kimco or a Wholly Owned Subsidiary and the percentage
            equal to Kimco’s Ownership Percentage interest in the applicable Property of
            Property NOI for such period of other Unencumbered Properties, in each case net of (x)
            management fees of 3% of revenues and (y) replacement reserves of $0.15 per square foot
            per annum (pro-rated for the applicable Test Period) of gross leasable area, from
            Unencumbered Properties. For the purpose of determining Unencumbered Property NOI, (a)
            no property owned by any Noncontrolled Entity shall be included and (b) leasehold
            positions will be eligible if (i) with respect to the lease term, either (x) more than
            25 years remains in such lease term or (y) such lease term is renewable in the sole
            discretion of Kimco for one or more successive periods aggregating (together with the
            remaining current lease term) more than 25 years so long as, in the case of this clause
            (y), periodic rent increases shall be at levels comparable to those that are
            customarily applicable to leases having initial terms in excess of 25 years, and (ii)
            such leasehold position is mortgageable and the terms of the lease include customary
            secured lender protections (including that (A) the lessor shall notify any holder of a
            security interest in such leasehold interest of the occurrence of any default by the
            lessee under such lease and shall afford such holder the right to cure such default,
            and (B) in the event that such lease is terminated, such holder shall have the option
            to enter into a new lease having terms substantially identical to those contained in
            the terminated lease).


            
            “Uniform
            Customs”: the Uniform Customs and Practice for
            Documentary Credits (1993 Revision), International Chamber of Commerce Publication No.
            500, and if acceptable to the Issuing Lender in its sole discretion, as the same may be
            amended or revised from time to time.


            
            “United
            States” means the United States of America, including
            the States and the District of Columbia, but excluding its territories and
            possessions.


            
            “Unrestricted Cash and Cash
            Equivalents”: as of any date of determination, the sum
            of (a) the Dollar Equivalent of the aggregate amount of Unrestricted cash then held by
            Kimco or any of the Consolidated Entities and (b) the Dollar Equivalent of the
            aggregate amount of Unrestricted Cash Equivalents (valued at the lower of cost and fair
            market value) then held by Kimco or any of the Consolidated Entities. As used in this
            definition,
            “Unrestricted” means,
            with respect to any asset, the circumstance that such asset is not subject to any Liens
            or claims of any kind in favor of any Person.


            
            “Unsecured
            Debt”: all Indebtedness which is not secured by a Lien
            on any income, Capital Stock, property or asset;
            provided that Unsecured Debt shall not
            include any Indebtedness included in the calculation of Total Priority
            Indebtedness.


             


            
            22


             

            
            

            

             


            
            “Wholly Owned
            Subsidiary”: any entity all of the capital stock of
            which and any and all equivalent ownership interests of which (other than
            directors’ qualifying shares required by law) are owned by Kimco directly or
            indirectly through one or more Wholly Owned Subsidiaries.


            
            “Yen” or
            “¥”: the lawful money of Japan.


            
                	
                             

                        	
                            
                            SECTION 1.2

                        	
                            
                            Other Definitional Provisions;
                            Interpretation.

                        


            


            
            (a)           
            Unless otherwise specified therein, all terms defined in this Agreement
            shall have the defined meanings when used in any other Loan Document or any certificate
            or other document made or delivered pursuant hereto or thereto.


            
            (b)           
            Without limiting Section 1.3, as used herein and in any other Loan
            Document, and any certificate or other document made or delivered pursuant hereto or
            thereto, accounting terms relating to Kimco and its Subsidiaries not defined in Section
            1.1 and accounting terms partly defined in Section 1.1, to the extent not defined,
            shall have the respective meanings given to them under GAAP.


            
            (c)           
            The words “hereof”, “herein” and
            “hereunder” and words of similar import when used in this Agreement shall
            refer to this Agreement as a whole and not to any particular provision of this
            Agreement, and Article, Section, Schedule and Exhibit references are to this Agreement
            unless otherwise specified.


            
            (d)           
            The meanings given to terms defined herein shall be equally applicable
            to both the singular and plural forms of such terms.


            
            (e)           
            Whenever the context may require, any pronoun shall include the
            corresponding masculine, feminine and neuter forms.


            
            (f)           
            The words “include”, “includes” and
            “including” shall be deemed to be followed by the phrase “without
            limitation”.


            
            (g)           
            The word “will” shall be construed to have the same meaning
            and effect as the word “shall”.


            
            (h)           
            Unless the context requires otherwise (i) any definition of or reference
            to any agreement, instrument or other document herein shall be construed as referring
            to such agreement, instrument or other document as from time to time amended,
            supplemented or otherwise modified (subject to any restrictions on such amendments,
            supplements or modifications set forth herein), (ii) any reference herein to any Person
            shall be construed to include such Person’s successors and assigns, and (iii) the
            words “asset” and “property” shall be construed to have the
            same meaning and effect and to refer to any and all tangible and intangible assets and
            properties, including cash, securities, accounts and contract rights.


            
                	
                             

                        	
                            
                            SECTION 1.3

                        	
                            
                            Accounting Terms; GAAP.

                        


            


            
            Except as otherwise expressly provided herein, all terms of an
            accounting or financial nature shall be construed in accordance with GAAP, as in effect
            from time to time; provided that, if
            Kimco notifies the Administrative Agent that Kimco requests an amendment to any
            provision hereof to eliminate the effect of any change occurring after the date hereof
            in GAAP or in the application thereof on the operation of such provision (or if the
            Administrative Agent notifies Kimco that the Required Lenders request an amendment to
            any provision hereof for such purpose), regardless of whether any such notice
            is


            
            23


             

            
            

            

             


            given
            before or after such change in GAAP or in the application thereof, then such provision
            shall be interpreted on the basis of GAAP as in effect and applied immediately before
            such change shall have become effective until such notice shall have been withdrawn or
            such provision amended in accordance herewith.


            
                	
                             

                        	
                            
                            SECTION 1.4

                        	
                            
                            Exchange Rates.

                        


            


            
            (a)           
            Not later than 12:00 noon, New York City time, three (3) Business Days
            prior to each Calculation Date beginning with the date that is the earlier of the date
            on which the initial Alternate Currency Borrowing is made or the initial Letter of
            Credit denominated in an Alternative Currency is issued, as the case may be, the
            Administrative Agent shall determine the Exchange Rate as of such Calculation Date with
            respect to each relevant Alternate Currency. The Exchange Rates so determined shall
            become effective on the relevant Calculation Date, shall remain effective until the
            next succeeding Calculation Date, and shall for all purposes of this Agreement (other
            than Section 2.2, Section 10.20, or any other provision expressly requiring the use of
            a current Exchange Rate) be the Exchange Rates employed in converting any amounts
            between dollars and any Alternate Currency.


            
            (b)           
            Not later than 5:00 p.m., New York City time, on each Calculation Date,
            the Administrative Agent shall determine the aggregate amount of the Dollar Equivalents
            of the principal amounts of Alternate Currency Loans or L/C Obligations then
            outstanding (after giving effect to any Alternate Currency Loans made or repaid on such
            date or any L/C Obligations incurred or repaid on such date). The Administrative Agent
            shall determine the aggregate amount of the Dollar Equivalent of all other amounts
            denominated in an Alternate Currency at the applicable time provided for its making
            such determination pursuant to this Agreement (and such determinations shall be
            conclusive and binding on the parties hereto in the absence of manifest
            error).


            
            ARTICLE II


             


            THE
            LOANS


            
                	
                             

                        	
                            
                            SECTION 2.1

                        	
                            
                            Competitive Bid Procedure.

                        


            


            
            (a)           
            Subject to the terms and conditions set forth herein, from time to time
            during the Commitment Period, Kimco may request Competitive Bids and may (but shall not
            have any obligation to) accept Competitive Bids and borrow Competitive Loans
            denominated in Dollars in an aggregate principal amount outstanding at any time not to
            exceed fifty percent (50%) of the aggregate Revolving Commitments;
            provided that after giving effect thereto
            the sum of the total Revolving Exposure of all the Lenders
            plus the aggregate principal amount of
            outstanding Competitive Loans shall not exceed the total Revolving Commitments.
            Competitive Loans shall not be available in any Alternate Currency. To request
            Competitive Bids, Kimco shall notify the Administrative Agent of such request by
            telephone (x) in the case of a borrowing of Competitive Loans based on a
            Eurocurrency Rate, not later than 11:00 a.m., New York City time, four (4) Business
            Days before the date of the proposed borrowing, and (y) in the case of a borrowing of
            Fixed Rate Loans, not later than 10:00 a.m., New York City time, one (1) Business Day
            before the date of the proposed borrowing; provided
            that Kimco may submit up to (but not more than) three (3) Competitive
            Bid Requests on the same day, but a Competitive Bid Request shall not be made within
            two (2) Business Days after the date of any previous Competitive Bid Request, unless
            any and all such previous Competitive Bid Requests shall have been withdrawn or all
            Competitive Bids received in response thereto rejected. Each such telephonic
            Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the
            Administrative Agent of a written Competitive Bid Request in a form approved by the
            Administrative Agent and signed by Kimco. Each such telephonic and written Competitive
            Bid Request shall specify the following information:


             


            
            24


             

            
            

            

             


            
            (i)            
            the aggregate amount of the requested Borrowing, which shall be in
            Dollars;


            
                	
                             

                        	
                            
                            (ii)

                        	
                            
                            the date of such Borrowing, which shall be a Business
                            Day;

                        


            


            
            (iii)         
            whether such Borrowing is to be based on a Eurocurrency Rate or at a
            Fixed Rate;


            
            (iv)         
            the Interest Period to be applicable to such Borrowing, which shall be a
            period contemplated by the definition of the term “Interest
            Period”;


            
                	
                             

                        	
                            
                            (v)

                        	
                            
                            the date of maturity of such Borrowing; and

                        


            


            
            (vi)         
            the location and number of Kimco’s account to which funds are to
            be disbursed, which shall comply with the requirements of Section 2.2(d).


            
            Promptly following receipt of a Competitive Bid Request in accordance
            with this Section, the Administrative Agent shall notify the Lenders of the details
            thereof by telecopy, inviting the Lenders to submit Competitive Bids.


            
            (b)           
            Each Lender may (but shall not have any obligation to) make one or more
            Competitive Bids to Kimco in response to a Competitive Bid Request. Each Competitive
            Bid by a Lender must be in a form approved by the Administrative Agent and must be
            received by the Administrative Agent by telecopy (x) in the case of a borrowing of a
            Competitive Loan at a rate based on the Eurocurrency Rate, not later than
            9:30 a.m., New York City time, three (3) Business Days before the proposed date of
            such borrowing, and (y) in the case of a borrowing of a Fixed Rate Loan, not later than
            9:30 a.m., New York City time, on the proposed date of such borrowing. Competitive
            Bids that do not conform substantially to the form approved by the Administrative Agent
            may be rejected by the Administrative Agent, and the Administrative Agent shall notify
            the applicable Lender as promptly as practicable. Each Competitive Bid shall specify
            (i) the principal amount (which shall be a minimum of $5,000,000 and an integral
            multiple of $1,000,000 and which may equal the entire principal amount of the borrowing
            of a Competitive Loan requested by Kimco) of the Competitive Loan or Loans that the
            applicable Lender is willing to make, (ii) the Competitive Bid Rate or Rates at
            which such Lender is prepared to make such Loan or Loans (expressed as a percentage
            rate per annum in the form of a decimal to no more than four decimal places) and
            (iii) the Interest Period applicable to each such Loan and the last day
            thereof.


            
            (c)           
            The Administrative Agent shall promptly notify Kimco by telecopy of the
            Competitive Bid Rate and the principal amount specified in each Competitive Bid and the
            identity of the Lender that shall have made such Competitive Bid.


            
            (d)           
            Subject only to the provisions of this paragraph, Kimco may accept or
            reject any Competitive Bid. Kimco shall notify the Administrative Agent by telephone,
            confirmed by telecopy in a form approved by the Administrative Agent, whether and to
            what extent it has decided to accept or reject each Competitive Bid (x) in the case of
            a Competitive Loan based on a Eurocurrency Rate, not later than 10:30 a.m., New
            York City time, three (3) Business Days before the date of the proposed borrowing, and
            (y) in the case of a Fixed Rate Loan, not later than 10:30 a.m., New York City
            time, on the proposed date of the borrowing;
            provided that (i) the failure of Kimco
            to give any such notice shall be deemed to be a rejection of each Competitive Bid,
            (ii) Kimco shall not accept a Competitive Bid made at a particular Competitive Bid
            Rate if Kimco rejects a Competitive Bid made at a lower Competitive Bid Rate,
            (iii) the aggregate amount of the Competitive Bids accepted by Kimco shall not
            exceed the aggregate amount of


            
            25


             

            
            

            

             


            the
            requested borrowing for Competitive Loans specified in the related Competitive Bid
            Request, (iv) to the extent necessary to comply with clause (iii) above, Kimco may
            accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in
            the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro
            rata in accordance with the amount of each such Competitive Bid, and (v) except
            pursuant to clause (iv) above, no Competitive Bid shall be accepted for a
            Competitive Loan unless such Competitive Loan is in a minimum principal amount of
            $5,000,000 and an integral multiple of $1,000,000;
            provided,
            further, that if a Competitive Loan must be
            in an amount less than $5,000,000 because of the provisions of clause (iv) above, such
            Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof,
            and in calculating the pro rata allocation of acceptances of portions of multiple
            Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the
            amounts shall be rounded to integral multiples of $1,000,000 in a manner determined by
            Kimco. A notice given by Kimco pursuant to this paragraph shall be
            irrevocable.


            
            (e)           
            The Administrative Agent shall promptly notify each bidding Lender by
            telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount
            and Competitive Bid Rate so accepted), and each successful bidder will thereupon become
            bound, subject to the terms and conditions hereof, to make the Competitive Loan in
            respect of which its Competitive Bid has been accepted.


            
            (f)           
            If the entity which is the Administrative Agent shall elect to submit a
            Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid
            directly to Kimco at least one quarter of an hour earlier than the time by which the
            other Lenders are required to submit their Competitive Bids to the Administrative Agent
            pursuant to paragraph (b) of this Section.


            
                	
                             

                        	
                            
                            SECTION 2.2

                        	
                            
                            Loans; Etc.

                        


            


            
                	
                             

                        	
                            
                            (a)

                        	
                            
                            Revolving
                            Commitments.

                        


            


            
            (i)            
            Subject to the terms and conditions hereof, each Lender severally agrees
            to make revolving credit loans (“Revolving Credit
            Loans”) to the Borrowers, without double-counting
            (i.e., amounts advanced by a Lender in respect of its Tranche A Commitment shall not be
            counted in reduction of its Tranche B Commitment, or vice versa) (x) in the case of
            Lenders with a Tranche A Commitment, in Dollars only, from time to time during the
            Commitment Period in an aggregate principal amount at any one time outstanding which,
            when added to such Lender’s Applicable Percentage of the then outstanding Tranche
            A L/C Obligations, does not exceed the amount of such Lender’s Tranche A
            Commitment, and (y) in the case of Lenders with a Tranche B Commitment, in Dollars or
            in an Alternate Currency, from time to time during the Commitment Period in an
            aggregate principal amount at any one time outstanding the Dollar Equivalent of which,
            when added to such Lender’s Applicable Percentage of the then outstanding Tranche
            B L/C Obligations, does not exceed the amount of such Lender’s Tranche B
            Commitment; provided that no Money
            Market Loan shall be available in an Alternate Currency. During the Commitment Period
            the Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving
            Credit Loans in whole or in part, and reborrowing, all in accordance with the terms and
            conditions hereof. Notwithstanding anything to the contrary contained in this
            Agreement, in no event shall, at any time, the sum of the Revolving Exposure of all of
            the Lenders plus the aggregate
            principal amount of outstanding Competitive Loans exceed the aggregate Revolving
            Commitments then in effect.


            
            (ii)          
            Each Revolving Credit Loan shall be made as part of a borrowing
            consisting of Revolving Credit Loans made by the Lenders in accordance with their
            respective Applicable Percentages of the Tranche A Commitments or the Tranche B
            Commitments, as applicable, and to the extent such Revolving Credit Loan is made shall
            constitute a use of the Tranche A Commitment or the Tranche B Commitment, as
            applicable. Each Competitive Loan shall be made in accordance with the procedures set
            forth in Section 2.1. The failure of any Lender to make any Loan required to be made by
            it


            
            26


             

            
            

            

             


            shall
            not relieve any other Lender of its obligations hereunder;
            provided that the Revolving Commitments and
            Competitive Bids of the Lenders are several and no Lender shall be responsible for any
            other Lender’s failure to make Loans as required.


            
            (iii)         
            Subject to Section 2.8 and Section 2.10, Revolving Credit Loans
            denominated in Dollars may from time to time be Eurocurrency Loans, ABR Loans, or Money
            Market Loans or a combination thereof, as determined by the applicable Borrower and
            notified to the Administrative Agent in accordance with Sections 2.2(d) and 2.4,
            provided that no Revolving Credit Loan
            shall be made as a Eurocurrency Loan after the day that is one (1) month prior to the
            Termination Date. Revolving Credit Loans denominated in an Alternate Currency shall be
            composed entirely of Eurocurrency Loans and shall only be made using Tranche B
            Commitments. Each Lender at its option may make any Revolving Credit Loan by causing
            any domestic or foreign branch or Affiliate of such Lender to make such Loan;
            provided that any exercise of such option
            shall not affect the obligation of the applicable Borrower to repay such Loan in
            accordance with the terms of this Agreement;
            provided,
            further, that each applicable Lender shall
            at all times comply with the requirements of this Agreement in respect thereto,
            including Section 2.12, and no Lender shall make any such election if and to the extent
            the same would cause the applicable Borrower to increase its payment obligations
            hereunder. Subject to Section 2.8 and Section 2.10, any Competitive Loan may from time
            to time be a Eurocurrency Loan or a Fixed Rate Loan as the applicable Borrower may
            request in accordance with Section 2.1.


            
            (b)           
            Notes. The Revolving Credit Loans made by
            each Lender shall be evidenced by a promissory note executed and delivered by the
            applicable Borrower at the request of such Lender, substantially in the form of Exhibit
            B-1, with appropriate insertions as to payee and date (a
            “Revolving Credit
            Note”), payable to the order of such Lender in a
            principal amount equal to the aggregate unpaid principal amount of all Revolving Credit
            Loans made by such Lender. The Competitive Loans made by each Lender shall be evidenced
            by a promissory note executed and delivered by Kimco at the request of such Lender,
            substantially in the form of Exhibit B-2, with appropriate insertions as to payee and
            date (a “Competitive Loan
            Note”), payable to the order of such Lender. Each
            Lender is hereby authorized to record, as applicable, the date, Type and amount of each
            Revolving Credit Loan or Competitive Loan made by such Lender, each continuation
            thereof, each conversion of all or a portion thereof to another Type, the date and
            amount of each payment or prepayment of principal thereof and, in the case of Fixed
            Rate Loans and Eurocurrency Loans, the length of each Interest Period with respect
            thereto and, in the case of Money Market Loans, the Money Market Loan Maturity Date
            with respect thereto, on the schedule (including any continuation thereof) annexed to
            and constituting a part of its Revolving Credit Note or Competitive Loan Note, as the
            case may be, and any such recordation shall constitute
            prima facie
            evidence of the accuracy of the information so recorded;
            provided that the failure by any Lender to
            make any such recordation or any error in such recordation shall not affect the
            obligations of any Borrower under this Agreement or the Notes.


            
            (c)           
            Repayment of Loans. Kimco shall pay to the
            Administrative Agent for the account of each Lender the then unpaid principal amount of
            each Competitive Loan on the last day of the Interest Period applicable to such Loan.
            Each Borrower shall repay all then outstanding Revolving Credit Loans and Competitive
            Loans made to such Borrower on the Termination Date (or, if earlier, the applicable
            Money Market Loan Maturity Date in respect of a Money Market Loan) to the
            Administrative Agent for the account of each Lender in the currency in which such Loan
            was made.


            
            (d)           
            Procedure for Borrowing Revolving Credit
            Loans. The Borrowers may borrow Revolving Credit Loans during
            the Commitment Period on any Business Day, provided
            that the applicable Borrower shall give the Administrative Agent
            irrevocable notice (which notice must be received by the Administrative Agent prior to
            10:00 A.M., New York City time, (i) three (3) Business Days (or, in the case of any
            requested Borrowing in an Alternate Currency, four (4) Business Days) prior


            
            27


             

            
            

            

             


            to the
            requested Borrowing Date, if all or any part of the requested Revolving Credit Loans
            are to be initially Eurocurrency Loans, (ii) two (2) Business Days prior to the
            requested Borrowing Date, if all or any part of the requested Revolving Credit Loans
            are to be initially Money Market Loans, or (iii) one (1) Business Day prior to the
            requested Borrowing Date, otherwise), specifying (A) the aggregate amount to be
            borrowed, (B) whether the amount to be borrowed will use the Tranche A Commitments or
            the Tranche B Commitments or, if a combination thereof, indicating the respective
            amounts thereof, (C) the requested Borrowing Date and, in the case of each Money
            Market Loan, the requested Money Market Loan Maturity Date, (D) whether the borrowing
            is to be of Eurocurrency Loans, ABR Loans, Money Market Loans or a combination thereof,
            (E) if a Eurocurrency Loan, the currency of such requested Revolving Credit Loan (which
            must be Dollars in the case of Revolving Credit Loans using the Tranche A Commitments),
            and (F) if the borrowing is to be entirely or partly of Eurocurrency Loans the
            respective amounts of each such Type of Revolving Credit Loan and the respective
            lengths of the initial Interest Periods therefor. Each borrowing under the Revolving
            Commitments shall be in an amount equal to (i) in the case of ABR Loans, $5,000,000 or
            a whole multiple of $100,000 in excess thereof (or, if the then aggregate Available
            Commitments are less than $5,000,000, such lesser amount) and (ii) in the case of
            Eurocurrency Loans or Money Market Loans, $5,000,000or a whole multiple of $100,000 in
            excess thereof or the Dollar Equivalent in an Alternate Currency, in each case subject
            to Section 2.2(e). Upon receipt of any such notice from the applicable Borrower, the
            Administrative Agent shall promptly notify each Lender thereof. Each Lender will make
            the amount of its pro rata share of each such borrowing available to the Administrative
            Agent for the account of the applicable Borrower at the office of the Administrative
            Agent specified in Section 10.2 prior to 1:00 P.M., New York City time (or (i) in the
            case of Money Market Loans having a Money Market Loan Maturity Date of six (6) days or
            less from the relevant Borrowing Date, 3:00 P.M., New York City time and (ii) in the
            case of an Alternate Currency Borrowing, local time for the principal market of such
            currency), on the Borrowing Date requested by the applicable Borrower in funds
            immediately available to the Administrative Agent. Such borrowing will then be made
            available to the applicable Borrower by the Administrative Agent crediting the account
            of the applicable Borrower on the books of such office with the aggregate of the
            amounts made available to the Administrative Agent by the Lenders and in like funds as
            received by the Administrative Agent. In no event may the number of Money Market Loans
            requested in any calendar month exceed six (6). In no event may the number of Money
            Market Loans requested in any calendar year exceed twenty-four (24).


            
            (e)           
            Tranches. Notwithstanding anything to the
            contrary in this Agreement, all borrowings, prepayments, conversions and continuations
            of Revolving Credit Loans hereunder and all selections of Interest Periods hereunder
            shall be in such amounts and be made pursuant to such elections so that, after giving
            effect thereto, (i) the aggregate principal amount of the Revolving Credit Loans
            comprising each Tranche of Tranche A Loans and each Tranche of Tranche B Loans shall be
            equal to $5,000,000 or a whole multiple of $100,000 in excess thereof or the Dollar
            Equivalent in an Alternate Currency, and (ii) there shall be no more than fifteen (15)
            Eurocurrency Tranches outstanding at any one time.


            
            (f)           
            Termination or Reduction of Revolving
            Commitments. Kimco shall have the right, upon not less than
            three (3) Business Days’ irrevocable notice to the Administrative Agent (which
            shall promptly notify each Lender thereof), to terminate the Revolving Commitments or,
            from time to time, to reduce the amount of the Tranche A Commitments and/or the Tranche
            B Commitments (as designated by Kimco); provided
            that no such termination or reduction shall be permitted if, after
            giving effect thereto and to any payments of the Revolving Credit Loans made on the
            effective date thereof, (i) the sum of the Tranche A Exposure of all the Lenders would
            exceed the Tranche A Commitments of all the Lenders, (ii) the sum of the Tranche B
            Exposure of all the Lenders would exceed the Tranche B Commitments of all the Lenders,
            (iii) the sum of the Revolving Exposure, plus
            the aggregate principal amount of the Competitive Loans then
            outstanding, would exceed the total Revolving Commitments then in effect or (iv) the
            Available Commitment of any Lender would be less than zero. Any such
            reduction


            
            28


             

            
            

            

             


            shall
            be in an amount equal to $50,000,000 or a whole multiple of $10,000,000 in excess
            thereof and shall reduce permanently the Revolving Commitments then in
            effect.


            
                	
                             

                        	
                            
                            SECTION 2.3

                        	
                            
                            Prepayments.

                        


            


            
            (a)           
            Optional. Each Borrower may at any time and
            from time to time prepay the Revolving Credit Loans of such Borrower (subject, in the
            case of Eurocurrency Loans and Money Market Loans to compliance with the terms of
            Section 2.2(e) and Section 2.13), in whole or in part, without premium or penalty, upon
            irrevocable notice to the Administrative Agent, specifying the date and amount of
            prepayment and whether the prepayment is of Tranche A Loans, Tranche B Loans,
            Eurocurrency Loans, ABR Loans, Money Market Loans or a combination thereof, and, if of
            a combination thereof, the amount allocable to each. Kimco may not prepay any
            Competitive Loan without the prior consent of the relevant Lender(s) thereof. Upon
            receipt of any notice of prepayment, the Administrative Agent shall promptly notify
            each Lender thereof. If any such notice is given, the amount specified in such notice
            shall be due and payable on the date specified therein, together with any amounts
            payable pursuant to Section 2.13. Subject to Section 2.2(e), partial prepayments shall
            be in an aggregate principal amount of $5,000,000 (or, in the case of prepayments of
            any Alternate Currency Loans, the Dollar Equivalent of $5,000,000 at the time of such
            prepayment) or a whole multiple of $1,000,000 (or, in the case of prepayments of any
            Alternate Currency Loans, the Dollar Equivalent of $1,000,000 at the time of such
            prepayment) in excess thereof (or, if less, the aggregate outstanding principal amount
            of the Revolving Credit Loans).


            
            (b)           
            Mandatory. If, on any Calculation Date, for
            any reason, the sum of any Lender’s Revolving Exposure plus the aggregate
            principal amount of its Competitive Loans then outstanding exceeds one hundred five
            percent (105%) of such Lender’s Revolving Commitment, then one or more of the
            Borrowers shall promptly prepay such Lender’s Loans (or if no Loans are
            outstanding, cash collateralize Letters of Credit (in the manner provided in Article
            VIII), if any, which shall then be treated solely for purposes of this paragraph as no
            longer outstanding to the extent so cash collateralized) in an aggregate amount
            sufficient such that, after giving effect thereto, the sum of such Lender’s
            Revolving Exposure plus the aggregate principal amount of its Competitive Loans then
            outstanding does not exceed one hundred percent (100%) of such Lender’s Revolving
            Commitment.


            
                	
                             

                        	
                            
                            SECTION 2.4

                        	
                            
                            Conversion and Continuation Options.

                        


            


            
            (a)           
            The applicable Borrower may elect from time to time to convert
            Eurocurrency Loans to ABR Loans, by giving the Administrative Agent at least two (2)
            Business Days’ prior irrevocable notice of such election,
            provided that any such conversion of
            Eurocurrency Loans may only be made on the last day of an Interest Period with respect
            thereto. The applicable Borrower may elect from time to time to convert ABR Loans to
            Eurocurrency Loans by giving the Administrative Agent at least three (3) Business
            Days’ prior irrevocable notice of such election. Any such notice of conversion to
            Eurocurrency Loans shall specify the length of the initial Interest Period or Interest
            Periods therefor. Upon receipt of any such notice the Administrative Agent shall
            promptly notify each affected Lender thereof. All or any part of the outstanding
            Eurocurrency Loans and ABR Loans may be converted as provided herein,
            provided that (i) no Loan may be converted
            into a Eurocurrency Loan when any Event of Default has occurred and is continuing and
            the Administrative Agent has or the Required Lenders have determined in its or their
            sole discretion that such a conversion is not appropriate, (ii) any such conversion may
            only be made if, after giving effect thereto, Section 2.2(e) would not be contravened,
            and (iii) no Revolving Credit Loan may be converted into a Eurocurrency Loan after the
            date that is one (1) month prior to the Termination Date.


             


            
            29


             

            
            

            

             


            
            (b)           
            Any Eurocurrency Loans may be continued as such upon the expiration of
            the then current Interest Period with respect thereto by the applicable Borrower giving
            irrevocable notice to the Administrative Agent, in accordance with the applicable
            provisions of the term “Interest Period” set forth in Section 1.1, of the
            length of the next Interest Period to be applicable to such Loans,
            provided that no Eurocurrency Loan may be
            continued as such (i) when any Event of Default has occurred and is continuing and the
            Administrative Agent has or the Required Lenders have determined in its or their sole
            discretion that such a continuation is not appropriate, (ii) if, after giving effect
            thereto, Section 2.2(e) would be contravened, or

            (iii) after the date that is one month prior to the Termination Date, and
            provided,
            further, that if such Borrower shall fail
            to give any required notice as described above in this paragraph or if such
            continuation is not permitted pursuant to the preceding proviso such Loans shall be
            automatically converted to ABR Loans on the last day of such then expiring Interest
            Period. Upon receipt of any notice pursuant to this Section 2.4(b), the Administrative
            Agent shall promptly notify each Lender thereof.


            
            (c)           
            Notwithstanding anything herein to the contrary, Sections 2.4(a) and (b)
            shall not apply to Competitive Loans, which may not be converted or
            continued.


            
                	
                             

                        	
                            
                            SECTION 2.5

                        	
                            
                            Fees.

                        


            


            
            (a)           
            Kimco agrees to pay to the Administrative Agent, for the account of each
            Lender, a facility fee at a per annum rate for the period from and including the first
            day of the Commitment Period to but excluding the Termination Date, computed at the
            Facility Fee Rate on the daily amount of the Revolving Commitment of such Lender,
            whether used or unused; provided
            that if such Lender continues to have any Revolving Exposure or
            outstanding Competitive Loans after its Revolving Commitment terminates, then such
            facility fee shall continue to accrue at the Facility Fee Rate on the average daily
            amount of such Lender’s Revolving Exposure and Competitive Loans from and
            including the date on which its Revolving Commitment terminates to but excluding the
            date on which such Lender ceases to have any Revolving Exposure or outstanding
            Competitive Loans. Accrued facility fees shall be payable in arrears on the last
            Business Day of each calendar quarter and on the date on which the Revolving
            Commitments terminate, commencing on the first such date to occur after the date
            hereof; provided that any facility
            fees accruing after the date on which the Revolving Commitments terminate shall be
            payable on demand.


            
            (b)           
            Kimco shall pay to the Administrative Agent and Bank of America, N.A.,
            for their respective own accounts (as applicable), and, to the extent mutually agreed
            upon by the Administrative Agent, Bank of America, N.A. and the Lenders, for the
            account of the Lenders, the fees in the amounts and on the dates previously agreed to
            in writing by Kimco pursuant to the Fee Letter.


            
                	
                             

                        	
                            
                            SECTION 2.6

                        	
                            
                            Interest Rates and Payment Dates.

                        


            


            
            (a)           
            Each Eurocurrency Loan (other than Competitive Loans) shall bear
            interest for each day during each Interest Period with respect thereto at a rate per
            annum equal to the Eurocurrency Rate determined for such day
            plus the Applicable Margin.


            
            (b)           
            Each ABR Loan shall bear interest at a rate per annum equal to the
            ABR plus the Applicable
            Margin.


            
            (c)           
            Each Money Market Loan shall bear interest at a rate per annum equal to
            the Money Market Rate applicable thereto plus
            the Applicable Margin.


             


            
            30


             

            
            

            

             


            
            (d)           
            Each Competitive Loan (other than a Fixed Rate Loan) shall bear interest
            for each day during each Interest Period with respect thereto at a rate per annum equal
            to the Eurocurrency Rate determined for such day
            plus (or
            minus, as applicable) the Margin applicable
            thereto. Each Fixed Rate Loan shall bear interest at the Fixed Rate applicable
            thereto.


            
            (e)           
            If all or a portion of (i) the principal amount of any Revolving Credit
            Loan, Money Market Loan or Competitive Loan, (ii) any interest payable thereon or (iii)
            any fee or other amount payable hereunder shall not be paid when due (whether at the
            stated maturity, by acceleration or otherwise), such overdue amount shall bear interest
            at a rate per annum which is (x) in the case of overdue principal, the rate that would
            otherwise be applicable thereto pursuant to the foregoing provisions of this Section
            2.6 plus 2% or (y) in the case of
            any overdue interest, fee or other amount, the rate described in Section 2.6(b)
            plus 2%, in each case from the date of such
            non-payment to the date on which such amount is paid in full (as well after as before
            judgment).


            
            (f)           
            Interest shall be payable in arrears on each Interest Payment
            Date, provided that interest
            accruing pursuant to Section 2.6(e) shall be payable from time to time on
            demand.


            
                	
                             

                        	
                            
                            SECTION 2.7

                        	
                            
                            Computation of Interest and Fees.

                        


            


            
            (a)           
            Facility fees and interest (other than interest calculated on the basis
            of the Prime Rate or with respect to Eurocurrency Loans denominated in Sterling) shall
            be calculated on the basis of a 360-day year for the actual days elapsed. Interest
            calculated on the basis of the Prime Rate or with respect to Eurocurrency Loans
            denominated in Sterling shall be calculated on the basis of a 365- (or 366-, as the
            case may be) day year for the actual days elapsed. The Administrative Agent shall as
            soon as practicable notify the applicable Borrowers and the Lenders of each
            determination of a Eurocurrency Rate or Money Market Rate. Any change in the interest
            rate on a Revolving Credit Loan (or a Competitive Loan subject to Section 2.10)
            resulting from a change in the ABR shall become effective as of the opening of business
            on the day on which such change becomes effective. The Administrative Agent shall as
            soon as practicable notify the applicable Borrowers and the Lenders of the effective
            date and the amount of each such change in interest rate.


            
            (b)           
            Each determination of an interest rate by the Administrative Agent
            pursuant to any provision of this Agreement shall be conclusive and binding on the
            Borrowers and the Lenders in the absence of manifest error. The Administrative Agent
            shall, at the request of the Borrowers, deliver to the Borrowers a statement showing
            the quotations used by the Administrative Agent in determining any interest rate with
            respect to any Eurocurrency Loan.


            
                	
                             

                        	
                            
                            SECTION 2.8

                        	
                            
                            Inability to Determine Interest Rate.

                        


            


            
            If prior to the first day of any Interest Period:


            
            (a)           
            the Administrative Agent shall have determined (which determination
            shall be conclusive and binding upon the Borrowers) that, by reason of circumstances
            affecting the relevant market, adequate and reasonable means do not exist for
            ascertaining the Eurocurrency Rate for such Interest Period; or


            
            (b)           
            the Administrative Agent shall have received notice from the Required
            Lenders (or, in the case of a Competitive Loan, the Lender that is required to make
            such Competitive Loan) that the Eurocurrency Rate determined or to be determined for
            such Interest Period will not adequately and fairly reflect the cost to such Lenders
            (or Lender) (as conclusively certified by such Lenders or Lender, as


            
            31


             

            
            

            

             


            the
            case may be) of making or maintaining their affected Revolving Credit Loans (or its
            Competitive Loan) during such Interest Period;


            the
            Administrative Agent shall give telecopy or telephonic notice thereof to the Borrowers
            and the Lenders as soon as practicable thereafter. If such notice is given, (i) any
            Eurocurrency Loans (other than Competitive Loans) requested to be made on the first day
            of such Interest Period shall be made as ABR Loans, (ii) any Revolving Credit Loans
            that were to have been converted on the first day of such Interest Period to
            Eurocurrency Loans shall be (x) converted to or continued as ABR Loans, or (y) if such
            Revolving Credit Loan is in an Alternate Currency, such Eurocurrency Loan shall be
            repaid on the last day of the Interest Period applicable thereto, unless the relevant
            Borrower requests an ABR Borrowing in Dollars in lieu of such Eurocurrency Borrowing at
            least one Business Day prior to the last day of such Interest Period, (iii) any
            outstanding Eurocurrency Loans (other than Competitive Loans) shall be (x) converted,
            on the first day of such Interest Period, to ABR Loans, or (y) if such Eurocurrency
            Loan is in an Alternate Currency, such Eurocurrency Loan shall be repaid on the last
            day of the Interest Period applicable thereto, unless the relevant Borrower requests an
            ABR Borrowing in Dollars in lieu of such Eurocurrency Borrowing at least one Business
            Day prior to the last day of such Interest Period, and (iv) any request by Kimco for a
            Competitive Loan (other than a Fixed Rate Loan) shall be ineffective;
            provided that if the circumstances giving
            rise to such notice do not affect all the Lenders, then requests by Kimco for such
            Competitive Loans may be made to the Lenders that are not affected thereby. Until such
            notice has been withdrawn by the Administrative Agent, no further Eurocurrency Loans
            shall be made or continued as such, nor shall any Borrower have the right to convert
            any other Revolving Credit Loans to Eurocurrency Loans.


            
                	
                             

                        	
                            
                            SECTION 2.9

                        	
                            
                            Pro Rata Treatment and Payments.

                        


            


            
            (a)           
            Each borrowing by any Borrower of Revolving Credit Loans using the
            Tranche A Commitments or the Tranche B Commitments, as applicable, each payment by any
            Borrower on account of any fees hereunder and any reduction of the Tranche A
            Commitments or Tranche B Commitments, as applicable, shall be made pro rata according
            to the respective Applicable Percentages of the Lenders. Each payment (including each
            prepayment) by any Borrower on account of principal of and interest on the Tranche A
            Loans or Tranche B Loans, as applicable, shall be made pro rata according to the
            respective outstanding principal amounts of the Tranche A Loans or Tranche B Loans, as
            applicable, then held by the Lenders in the currency in which such Revolving Credit
            Loan was made. If at any time insufficient funds are received by and available to the
            Administrative Agent to pay fully all amounts of principal, unreimbursed Letter of
            Credit drawings, interest and fees then due hereunder, such funds shall be applied (i)
            first, towards payment of interest and fees then due hereunder, ratably among the
            parties entitled thereto in accordance with the amounts of interest and fees then due
            to such parties, and (ii) second, towards payment of principal and unreimbursed Letter
            of Credit drawings then due hereunder, ratably among the parties entitled thereto in
            accordance with the amounts of principal and unreimbursed Letter of Credit drawings
            then due to such parties. All payments (including prepayments) to be made by the
            Borrowers hereunder and under the Notes, whether on account of principal, interest,
            fees or otherwise, shall be made without setoff or counterclaim and shall be made prior
            to 12:00 Noon, New York City time, or, if the payment is due in an Alternate Currency,
            local time for the principal market of such currency, on the due date thereof to the
            Administrative Agent, for the account of the applicable Lenders, at (x) in the case of
            payments due in Dollars the Administrative Agent’s office specified in Section
            10.2 in immediately available funds and (y) in the case of payments due in an Alternate
            Currency, to such office as the Administrative Agent may hereafter specify by notice to
            the Borrowers. It is understood that, if any payment of principal is made on any day in
            accordance with the preceding sentence, no interest shall accrue on such day in respect
            of such principal. The Administrative Agent shall distribute such payments to the
            applicable Lenders promptly upon receipt in like funds as received. If any payment
            hereunder (other than payments on Eurocurrency Loans) becomes due and payable on a day
            other than a Business


            
            32


             

            
            

            

             


            Day,
            such payment shall be extended to the next succeeding Business Day, and, with respect
            to payments of principal, interest thereon shall be payable at the then applicable rate
            during such extension. If any payment on a Eurocurrency Loan becomes due and payable on
            a day other than a Business Day, the maturity thereof shall be extended to the next
            succeeding Business Day (and, with respect to any such payments of principal, interest
            thereon shall be payable at the then applicable rate during such extension) unless the
            result of such extension would be to extend such payment into another calendar month,
            in which event such payment shall be made on the immediately preceding Business
            Day.


            
            (b)           
            Unless the Administrative Agent shall have been notified in writing by
            any Lender prior to a borrowing that such Lender will not make the amount that would
            constitute its share of such borrowing available to the Administrative Agent, the
            Administrative Agent may assume that such Lender is making such amount available to the
            Administrative Agent, and the Administrative Agent may, in reliance upon such
            assumption, make available to the applicable Borrower a corresponding amount. If such
            amount is not made available to the Administrative Agent by the required time on the
            Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand,
            such amount with interest thereon at a rate equal to the daily average Federal Funds
            Effective Rate for the period until such Lender makes such amount immediately available
            to the Administrative Agent. A certificate of the Administrative Agent submitted to any
            Lender with respect to any amounts owing under this Section 2.9(b) shall be conclusive
            in the absence of manifest error. If such Lender’s share of such borrowing is not
            made available to the Administrative Agent by such Lender within three (3) Business
            Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover
            such amount with interest thereon at the rate per annum applicable to ABR Loans
            hereunder, on demand, from the applicable Borrower.


            
                	
                             

                        	
                            
                            SECTION 2.10

                        	
                            
                            Illegality.

                        


            


            
            Notwithstanding any other provision herein, if the adoption of or any
            change in any Requirement of Law or in the interpretation or application thereof shall
            make it unlawful for any Lender to make or maintain Eurocurrency Loans as contemplated
            by this Agreement, (a) the commitment of such Lender hereunder to make Eurocurrency
            Loans, to continue Eurocurrency Loans as such, or to convert ABR Loans to Eurocurrency
            Loans shall forthwith be cancelled, (b) such Lender’s Revolving Credit Loans then
            outstanding as Eurocurrency Loans, if any, shall be converted automatically to ABR
            Loans on the respective last days of the then current Interest Periods with respect to
            such Loans or within such earlier period as required by law and

            (c) such Lender’s Competitive Loans then outstanding as Eurocurrency Loans, if
            any, shall, if required by law, be converted automatically to ABR Loans. If any such
            conversion of a Eurocurrency Loan occurs on a day which is not the last day of the then
            current Interest Period with respect thereto, the applicable Borrower shall pay to such
            Lender such amounts, if any, as may be required pursuant to Section 2.13.


            
                	
                             

                        	
                            
                            SECTION 2.11

                        	
                            
                            Requirements of Law.

                        


            


            
            (a)           
            If the adoption of or any change in any Requirement of Law or in the
            interpretation or application thereof or compliance by any Lender with any request or
            directive (whether or not having the force of law) from any central bank or other
            Governmental Authority made subsequent to the Effective Date:


            
            (i)            
            shall subject any Lender or the Issuing Lender to any tax of any kind
            whatsoever with respect to this Agreement, any Note, any Letter of Credit (or any
            participation therein) or any Application or any Eurocurrency Loan, Money Market Loan
            or Fixed Rate Loan made by it, or change the basis of taxation of payments to such
            Lender or the Issuing Lender in respect thereof (except


            
            33


             

            
            

            

             


            in
            each case for Non-Excluded Taxes covered by Section 2.12 and changes in the rate of tax
            on the overall net income of such Lender or the Issuing Lender);


            
            (ii)          
            shall impose, modify or hold applicable any reserve (except to the
            extent that such reserve is specifically subject to Section 2.11(c)), special deposit,
            compulsory loan or similar requirement against assets held by, deposits or other
            liabilities in or for the account of, advances, loans or other extensions of credit by,
            or any other acquisition of funds by, any relevant office of such Lender which is not
            otherwise included in the determination of the Eurocurrency Rate, the Money Market Rate
            or the Fixed Rate; or


            
                	
                             

                        	
                            
                            (iii)

                        	
                            
                            shall impose on such Lender any other
                            condition;

                        


            


            and
            the result of any of the foregoing is to increase the cost to such Lender or the
            Issuing Lender, by an amount which such Lender or the Issuing Lender, as the case may
            be, deems to be material, of making, converting into, continuing or maintaining
            Eurocurrency Loans, Money Market Loans or Fixed Rate Loans or issuing or participating
            in Letters of Credit or to reduce any amount receivable hereunder in respect thereof,
            then, in any such case, (x) each Borrower shall promptly pay such Lender or the Issuing
            Lender, upon its demand, any additional amounts necessary to compensate such Lender or
            the Issuing Lender, as the case may be, for such increased cost or reduced amount
            receivable solely with respect to such Borrower’s Loans and Letters of Credit and
            (y) the Borrowers agree, jointly and severally, to pay such Lender or the Issuing
            Lender, upon its demand, any additional amounts necessary to compensate such Lender or
            the Issuing Lender, as the case may be, for such increased cost or reduced amount
            receivable with respect to this Agreement or the Revolving Commitments generally and
            not solely with respect to any particular Borrower’s Loans and Letters of Credit.
            If any Lender or the Issuing Lender becomes entitled to claim any additional amounts
            pursuant to this Section 2.11(a), it shall promptly notify the Borrowers, through the
            Administrative Agent, of the event by reason of which it has become so entitled,
            provided that such amounts shall be no
            greater than amounts that such Lender or the Issuing Lender is generally charging other
            borrowers or account parties on loans or letters of credit (as the case may be)
            similarly situated to the Borrowers.


            
            (b)           
            If any Lender or the Issuing Lender shall have determined that the
            application of any Requirement of Law regarding capital adequacy or compliance by such
            Lender or the Issuing Lender or any corporation controlling such Lender or the Issuing
            Lender with any request or directive regarding capital adequacy (whether or not having
            the force of law) from any Governmental Authority does or shall have the effect of
            reducing the rate of return on such Lender’s or the Issuing Lender’s or
            such corporation’s capital as a consequence of its obligations hereunder or under
            any Letter of Credit to a level below that which such Lender or the Issuing Lender or
            such corporation could have achieved but for such application or compliance (taking
            into consideration such Lender’s or the Issuing Lender’s or such
            corporation’s policies with respect to capital adequacy and such Lender’s
            or the Issuing Lender’s treatment of its Revolving Commitments and Letters of
            Credit for internal purposes as of the date on which it became a party hereto) by an
            amount deemed by such Lender to be material, then from time to time, after submission
            by such Lender or the Issuing Lender to the Borrowers (with a copy to the
            Administrative Agent) of a written request therefor (setting forth in reasonable detail
            the basis for such request), (i) each Borrower shall pay to such Lender or the Issuing
            Lender, as the case may be, such additional amount or amounts as will compensate such
            Lender or the Issuing Lender or such corporation, as the case may be, for such
            reduction solely with respect to such Borrower’s Loans and Letters of Credit and
            (ii) the Borrowers shall, jointly and severally, pay to such Lender or the Issuing
            Lender, as the case may be, such additional amount or amounts as will compensate such
            Lender or the Issuing Lender or such corporation, as the case may be, for such
            reduction with respect to this Agreement or the Revolving Commitments generally and not
            solely with respect to any particular Borrower’s Loans and Letters of
            Credit.


             


            
            34


             

            
            

            

             


            
            (c)           
            Each Borrower agrees to pay to each Lender which requests compensation
            under this Section 2.11(c) (by notice to such Borrower), on the last day of each
            Interest Period with respect to any Eurocurrency Loan made by such Lender to such
            Borrower, so long as such Lender shall be required to maintain reserves against
            “Eurocurrency liabilities” under Regulation D of the Board (or, so long as
            such Lender may be required by the Board or by any other Governmental Authority to
            maintain reserves against any other category of liabilities which includes deposits by
            reference to which the interest rate on Eurocurrency Loans is determined as provided in
            this Agreement or against any category of extensions of credit or other assets of such
            Lender which includes any Eurocurrency Loans), an additional amount (determined by such
            Lender and notified to such Borrower) representing such Lender’s calculation or,
            if an accurate calculation is impracticable, reasonable estimate (using such reasonable
            means of allocation as such Lender shall determine) of the actual costs, if any,
            incurred by such Lender during such Interest Period, as a result of the applicability
            of the foregoing reserves to such Eurocurrency Loans, which amount in any event shall
            not exceed the product of the following for each day of such Interest
            Period:


            
            (i)            
            the principal amount of the Eurocurrency Loans made by such Lender to
            which such Interest Period relates and outstanding on such day; and


            
            (ii)          
            the difference between (x) a fraction the numerator of which is the
            Eurocurrency Rate (expressed as a decimal) applicable to such Eurocurrency Loan, and
            the denominator of which is one (1) minus
            the maximum rate (expressed as a decimal) at which such reserve
            requirements are imposed by the Board or other Governmental Authority on such
            date minus (y) such numerator;
            and


            
            (iii)         
            a fraction the numerator of which is one (1) and the denominator of
            which is 360.


            Any
            Lender which gives notice under this Section 2.11(c) shall promptly withdraw such
            notice (by written notice of withdrawal given to the Administrative Agent and the
            applicable Borrower) in the event such Lender is no longer required to maintain such
            reserves or the circumstances giving rise to such notice shall otherwise cease to
            exist.


            
            (d)           
            A certificate as to any additional amounts payable pursuant to this
            Section 2.11 submitted by any Lender, through the Administrative Agent, to the
            Borrowers shall be conclusive in the absence of manifest error. The agreements in this
            Section 2.11 shall survive the termination of this Agreement, the expiration,
            cancellation, or other termination of the Letters of Credit, and the payment of the
            Revolving Credit Loans, the Competitive Loans and all other amounts payable hereunder
            (the date on which all of the foregoing shall have occurred, the
            “Final Date”), until the
            first anniversary of the Final Date. Notwithstanding anything contained in this Section
            2.11, no Borrower shall be obligated to pay any greater amounts than such Lender(s) or
            Issuing Lender(s) is (are) generally charging other borrowers or account parties on
            loans or letters of credit (as the case may be) similarly situated to the
            Borrowers.


            
                	
                             

                        	
                            
                            SECTION 2.12

                        	
                            
                            Taxes.

                        


            


            
            (a)           
            All payments made by any Borrower under this Agreement and the Notes
            shall be made free and clear of, and without deduction or withholding for or on account
            of, any present or future income, stamp or other taxes, levies, imposts, duties,
            charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected,
            withheld or assessed by any Governmental Authority, excluding net income taxes and
            franchise taxes (imposed in lieu of net income taxes) imposed on the Administrative
            Agent, the Issuing Lender or any Lender as a result of a present or former connection
            between the Administrative Agent, the Issuing Lender or such Lender and the
            jurisdiction of the Governmental Authority imposing such tax or any political
            subdivision or taxing authority thereof or therein (other than any such connection
            arising solely from the Administrative Agent, the Issuing Lender


            
            35


             

            
            

            

             


            or
            such Lender having executed, delivered or performed its obligations or received a
            payment under, or enforced, this Agreement or the Notes). If any such non-excluded
            taxes, levies, imposts, duties, charges, fees, deductions or withholdings
            (“Non-Excluded Taxes”)
            are required to be withheld from any amounts payable to the Administrative Agent, the
            Issuing Lender or any Lender hereunder or under the Notes, the amounts so payable to
            the Administrative Agent, the Issuing Lender or such Lender shall be increased to the
            extent necessary to yield to the Administrative Agent, the Issuing Lender or such
            Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts
            payable hereunder at the rates or in the amounts specified in this Agreement and the
            Notes; provided that for the
            avoidance of doubt no Borrower shall be required to increase any such amounts payable
            to any Lender if such Lender fails to comply with the requirements of Section 2.12(b)
            or 2.12(c), as applicable. Whenever any Non-Excluded Taxes are payable by any Borrower,
            as promptly as possible thereafter such Borrower shall send to the Administrative Agent
            for its own account or for the account of such Lender or the Issuing Lender, as the
            case may be, a certified copy of an original official receipt received by such Borrower
            showing payment thereof. If any Borrower fails to pay any Non-Excluded Taxes when due
            to the appropriate taxing authority or fails to remit to the Administrative Agent the
            required receipts or other required documentary evidence, such Borrower shall indemnify
            the Administrative Agent, the Issuing Lender and the Lenders for any incremental taxes,
            interest or penalties that may become payable by the Administrative Agent, the Issuing
            Lender or any Lender as a result of any such failure. The agreements in this Section
            2.12(a) shall survive the termination of this Agreement, the expiration, cancellation,
            or other termination of the Letters of Credit, and the payment of the Revolving Credit
            Loans, the Competitive Loans and all other amounts payable hereunder.


            
            (b)           
            Each Lender (or Transferee) that is not a citizen or resident of the
            United States of America, a corporation, partnership or other entity created or
            organized in or under the laws of the United States of America or any state thereof, or
            any estate or trust that is subject to federal income taxation regardless of the source
            of its income (a “Non-U.S.
            Lender”) shall deliver (on or prior to the Effective
            Date in the case of any such Person that is a Lender as of the Effective Date) to the
            Borrowers and the Administrative Agent (or, in the case of a Participant, to the Lender
            from which the related participation shall have been purchased) two copies of either
            U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI, or, in the case of a Non-U.S.
            Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or
            881(c) of the Code with respect to payments of “portfolio interest”, a Form
            W-8BEN, or any subsequent versions thereof or successors thereto (and, if such Non-U.S.
            Lender delivers a Form W-8BEN, an annual certificate representing under penalty of
            perjury that such Non-U.S. Lender is not a “bank” for purposes of Section
            881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section
            871(h)(3)(B) of the Code) of any Borrower and is not a controlled foreign corporation
            related to any Borrower (within the meaning of Section 864(d)(4) of the Code)),
            properly completed and duly executed by such Non-U.S. Lender claiming complete
            exemption from, or a reduced rate of, U.S. federal withholding tax on all payments by
            the Borrowers under this Agreement and the other Loan Documents. Such forms shall be
            delivered by each Non-U.S. Lender on or before the date it becomes a party to this
            Agreement (or, in the case of any Participant, on or before the date such Participant
            purchases the related participation). In addition, (i) each Non-U.S. Lender shall
            deliver such forms promptly upon the obsolescence or invalidity of any form previously
            delivered by such Non-U.S. Lender and (ii) each Non-U.S. Lender shall deliver any and
            all other documentation reasonably requested by the Borrowers from time to time so as
            to provide a complete (or the greatest extent possible) exemption from U.S federal
            withholding tax and any other jurisdiction’s withholding tax on any and all
            payments under this Agreement and the other Loan Documents. Each Non-U.S. Lender shall
            promptly notify the applicable Borrower at any time it determines that it is no longer
            in a position to provide any previously delivered certificate to such Borrower (or any
            other form of certification adopted by the U.S. taxing authorities for such purpose).
            Notwithstanding any other provision of this Section 2.12(b), a Non-U.S. Lender shall
            not be required to deliver any form pursuant to this Section 2.12(b) that such Non-U.S.
            Lender is not legally able to deliver.


             


            
            36


             

            
            

            

             


            
            (c)           
            Each Lender (or Transferee) that is not a Non-U.S. Lender (a
            “U.S. Lender”) shall
            deliver (on or prior to the Effective Date in the case of any such Person that is a
            Lender as of the Effective Date) to the Borrowers and the Administrative Agent (or, in
            the case of a Participant, to the Lender from which the related participation shall
            have been purchased) two copies of U.S. Internal Revenue Service Form W-9 or any
            subsequent versions thereof or successors thereto, properly completed and duly executed
            by such U.S. Lender. Such form shall be delivered by each U.S. Lender on or before the
            date it becomes a party to this Agreement (or, in the case of any Participant, on or
            before the date such Participant purchases the related participation). In addition, (i)
            each U.S. Lender shall deliver such form promptly upon the obsolescence or invalidity
            of any form previously delivered by such U.S. Lender and (ii) each U.S. Lender shall
            deliver any and all other documentation reasonably requested by the Borrowers from time
            to time so as to provide a complete (or the greatest extent possible) exemption from
            U.S. federal withholding tax and any other jurisdiction’s withholding tax on any
            and all payments under this Agreement and the other Loan Documents. Notwithstanding any
            other provision of this Section 2.12(c), a U.S. Lender shall not be required to deliver
            any form pursuant to this Section 2.12(c) that such U.S. Lender is not legally able to
            deliver.


            
                	
                             

                        	
                            
                            SECTION 2.13

                        	
                            
                            Indemnity.

                        


            


            
            Each Borrower agrees to indemnify each Lender and to hold each Lender
            harmless from any loss or expense (including post-judgment expenses) which such Lender
            may sustain or incur as a consequence of (a) default by such Borrower in making a
            borrowing of Eurocurrency Loans, Money Market Loans or Fixed Rate Loans or in the
            conversion into or continuation of Eurocurrency Loans after such Borrower has given a
            notice requesting or accepting the same in accordance with the provisions of this
            Agreement, (b) default by such Borrower in making any prepayment after such Borrower
            has given a notice thereof in accordance with the provisions of this Agreement, or (c)
            the making of a prepayment or conversion of Eurocurrency Loans, Money Market Loans or
            Fixed Rate Loans on a day which is not the last day of an Interest Period or the Money
            Market Loan Maturity Date, as the case may be, with respect thereto. Such
            indemnification may, at the option of any Lender, include an amount equal to the
            excess, if any, of (i) the amount of interest which would have accrued on the amount so
            prepaid or converted, or not so borrowed, converted or continued, for the period from
            the date of such prepayment or of such failure to borrow, convert or continue to the
            last day of the relevant Interest Period or the relevant Money Market Loan Maturity
            Date, as the case may be (or proposed Interest Period or proposed Money Market Loan
            Maturity Date, as the case may be), in each case at the applicable rate of interest for
            such Loans provided for herein (excluding, however, the Applicable Margin or
            Margin) over (ii) the amount of
            interest (as reasonably determined by such Lender) which would have accrued to such
            Lender on such amount by placing such amount on deposit for a comparable period with
            leading banks in the interbank Eurocurrency market or other relevant market. This
            covenant shall survive the termination of this Agreement, the expiration, cancellation,
            or other termination of the Letters of Credit, and the payment of the Revolving Credit
            Loans, the Competitive Loans and all other amounts payable hereunder, until the first
            anniversary of the Final Date.


            
                	
                             

                        	
                            
                            SECTION 2.14

                        	
                            
                            Change of Lending Office.

                        


            


            
            Each Lender and each Transferee agrees that, upon the occurrence of any
            event giving rise to the operation of Section 2.10, 2.11 or 2.12 with respect to such
            Lender or Transferee, it will, if requested by any Borrower, use reasonable efforts
            (subject to overall policy considerations of such Lender or Transferee) to designate
            another lending office for any Revolving Credit Loans or Competitive Loans affected by
            such event with the object of avoiding the consequences of such event;
            provided that such designation is made on
            terms that, in the sole judgment of such Lender or Transferee, cause such Lender or
            Transferee and its lending

            office(s) to suffer no economic, legal or regulatory disadvantage, and


            
            37


             

            
            

            

             


            
            provided,
            further, that nothing in this Section 2.14
            shall affect or postpone any of the obligations of any Borrower or the rights of any
            Lender or Transferee pursuant to Sections 2.10, 2.11 and 2.12.


            
                	
                             

                        	
                            
                            SECTION 2.15

                        	
                            
                            Replacement of Lenders under Certain
                            Circumstances.

                        


            


            
            Kimco shall be permitted to replace any Lender which (a) requests
            reimbursement for amounts owing pursuant to Section 2.11 or 2.12, (b) is affected in
            the manner described in Section 2.10 and as a result thereof any of the actions
            described in Section 2.10 is required to be taken or (c) defaults in its obligation to
            make Revolving Credit Loans hereunder, with a replacement bank or other financial
            institution; provided that (i) such
            replacement does not conflict with any Requirement of Law, (ii) no Event of Default
            shall have occurred and be continuing at the time of such replacement, (iii) the
            Borrowers shall repay (or the replacement bank or institution shall purchase, at par)
            all Revolving Credit Loans and other amounts (other than Competitive Loans) owing to
            such replaced Lender prior to the date of replacement, (iv) the applicable Borrowers
            shall be liable to such replaced Lender under Section 2.13 if any Eurocurrency Loan,
            Money Market Loan or Fixed Rate Loan owing to such replaced Lender shall be prepaid (or
            purchased) other than on the last day of the Interest Period or the Money Market Loan
            Maturity Date, as the case may be, relating thereto, (v) the replacement bank or
            institution, if not already a Lender, and the terms and conditions of such replacement,
            shall be satisfactory to the Administrative Agent and the Issuing Lender, (vi) the
            replaced Lender shall be obligated to make such replacement in accordance with the
            provisions of Section 10.6 (provided
            that Kimco shall be obligated to pay the registration and processing fee
            referred to therein), (vii) the replaced Lender shall (except as provided in the
            following clause (ix)) be released from its obligations under this Agreement, (viii)
            until such time as such replacement shall be consummated, the applicable Borrowers
            shall pay all additional amounts (if any) required pursuant to Section 2.11 or 2.12, as
            the case may be, and (ix) any such replacement shall not be deemed to be a waiver of
            any rights which any Borrower, the Administrative Agent or any other Lender shall have
            against the replaced Lender if it defaulted in its obligation to make Revolving Credit
            Loans hereunder.


            
                	
                             

                        	
                            
                            SECTION 2.16

                        	
                            
                            Additional Reserve Costs.

                        


            


            
            (a)           
            If and so long as any Lender is required to comply with reserve assets,
            liquidity, cash margin or other requirements of any monetary or other authority
            (including any such requirement imposed by the European Central Bank or the European
            System of Central Banks, in respect of any of such Lender’s Alternate Currency
            Loans, such Lender may require the applicable Borrower to pay, contemporaneously with
            each payment of interest on each of such Lender’s Alternate Currency Loans (to
            the extent such Loans were made to such Borrower) subject to such requirements,
            additional interest on such Alternate Currency Loan at a rate per annum specified by
            such Lender to be the cost to such Lender of complying with such requirements in
            relation to such Alternate Currency Loan.


            
            (b)           
            Any additional interest owed pursuant to paragraph (a) above shall be
            determined by the relevant Lender, which determination shall be conclusive absent
            manifest error, and notified (which notice shall show the basis for the calculation of
            such additional interest) to the applicable Borrower (with a copy to the Administrative
            Agent) at least five Business Days before each date on which interest is payable for
            the relevant Alternate Currency Loan, and such additional interest so notified by such
            Lender shall be payable to the Administrative Agent for the account of such Lender on
            each date on which interest is payable for such Alternate Currency Loan.
            Notwithstanding anything contained in this Section 2.16, no Borrower shall be obligated
            to pay any greater amounts than such Lender(s) is (are) generally charging other
            borrowers on loans similarly situated to the Borrowers.


             


            
            38


             

            
            

            

             


            
            ARTICLE III


             


            
            LETTERS OF CREDIT


            
                	
                             

                        	
                            
                            SECTION 3.1

                        	
                            
                            L/C Commitment.

                        


            


            
            (a)           
            Subject to the terms and conditions hereof, the Issuing Lender, in
            reliance on the agreements of the Lenders set forth in Section 3.4(a), agrees to issue
            Letters of Credit for the account of any Borrower on any Business Day during the
            Commitment Period other than the last ten (10) Business Days thereof in such form as
            may be acceptable from time to time to the Issuing Lender;
            provided that the Issuing Lender shall not
            issue any Letter of Credit if, after giving effect to such issuance, (i) the sum of the
            L/C Obligations of all the Lenders would exceed the L/C Commitment, (ii) the sum of the
            Tranche A Exposure of all the Lenders would exceed the sum of the Tranche A Commitments
            of all the Lenders, (iii) the sum of the Tranche B Exposure of all the Lenders would
            exceed the sum of the Tranche B Commitments of all the Lenders, (iv) the Available
            Commitment of any Lender would be less than zero, or (v) the sum of the Revolving
            Exposure of all the Lenders plus the aggregate principal amount of all outstanding
            Competitive Loans shall exceed the aggregate Revolving Commitments.


            
            (b)           
            Each Letter of Credit (i) shall be denominated (x) in the case of
            Tranche A Letters of Credit, only in Dollars, or (y) in the case of Tranche B Letters
            of Credit, in Dollars or in an Alternate Currency, (ii) shall be available by sight
            payment (rather than by acceptance, by deferred payment or by negotiation),
            (iii) shall be a standby letter of credit issued to support obligations of Kimco
            and its Subsidiaries, contingent or otherwise, incurred in the ordinary course of
            business and (iv) shall expire no later than ten (10) Business Days prior to the
            Termination Date.


            
            (c)           
            Each Letter of Credit shall be subject to the Uniform Customs or the ISP
            and, to the extent not inconsistent therewith, the laws of the State of New York or any
            other jurisdiction requested by the applicable Borrower and acceptable to the
            Administrative Agent and the Issuing Lender in their sole discretion.


            
            (d)           
            The Issuing Lender shall not at any time be obligated to issue any
            Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing
            Lender or any L/C Participant to exceed any limits imposed by, any applicable
            Requirement of Law.


            
                	
                             

                        	
                            
                            SECTION 3.2

                        	
                            
                            Procedure for Issuance of Letters of
                            Credit.

                        


            


            
            Each Borrower may from time to time request that the Issuing Lender
            issue (or amend, renew or extend) a Letter of Credit by delivering to the Issuing
            Lender, with a copy to the Administrative Agent, in each case, at the applicable
            address for notices specified herein (i) an Application therefor, specifying whether
            such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter
            of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of
            the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case
            such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to
            the extent of the amount of each Letter of Credit) and otherwise completed to the
            satisfaction of the Issuing Lender, and (ii) such other certificates, documents and
            other papers and information as the Issuing Lender may request. Upon receipt of any
            Application, the Issuing Lender will confirm with the Administrative Agent (by
            telephone or in writing) that the limitations contained in Section 3.1(a) shall not be
            violated and shall then process such Application and the certificates, documents and
            other papers and information delivered to it in connection therewith in accordance with
            its customary procedures and shall promptly issue (or amend, renew or extend) the
            Letter of Credit requested thereby (but in no event shall the Issuing Lender be
            required to issue (or amend, renew or extend) any Letter of Credit earlier than three
            (3) Business Days after its


            
            39


             

            
            

            

             


            
            receipt of the Application therefor and all such other certificates,
            documents and other papers and information relating thereto) by issuing the original of
            such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof
            or as otherwise may be agreed by the Issuing Lender and the applicable Borrower. The
            Issuing Lender shall furnish a copy of such Letter of Credit (or amendment, renewal or
            extension) to the applicable Borrower and the Administrative Agent promptly following
            the issuance thereof, and the Administrative Agent shall promptly notify the Lenders
            thereof.


            
                	
                             

                        	
                            
                            SECTION 3.3

                        	
                            
                            Fees and Other Charges.

                        


            


            
            (a)           
            The applicable Borrower shall pay to the Administrative Agent, for the
            account of the Issuing Lender and the L/C Participants (in the case of a Tranche A
            Letter of Credit, having Tranche A Commitments, and, in the case of a Tranche B Letter
            of Credit, having Tranche B Commitments), a letter of credit fee with respect to each
            Letter of Credit issued for its account at a per annum rate, for each day during the
            period from and including the date of issuance of such Letter of Credit to and
            including the first date thereafter on which such Letter of Credit shall expire or be
            cancelled or fully drawn, equal to the L/C Fee Rate in effect on such day, calculated
            on the basis of a 360-day year, of the Dollar Equivalent of the aggregate amount
            available to be drawn under such Letter of Credit on such day. In addition, the
            applicable Borrower shall pay to the Issuing Lender for its own account a fronting fee
            of 0.10% per annum on the Dollar Equivalent of the undrawn and unexpired amount of each
            Letter of Credit issued for its account. Letter of credit fees and fronting fees
            pursuant to this paragraph shall be payable in Dollars quarterly in arrears on each L/C
            Fee Payment Date to occur while the relevant Letter of Credit is outstanding and shall
            be nonrefundable.


            
            (b)           
            In addition to the foregoing fees, the applicable Borrower shall pay or
            reimburse the Issuing Lender in Dollars for such normal and customary costs and
            expenses as are incurred or charged by the Issuing Lender in issuing, effecting payment
            under, amending or otherwise administering any Letter of Credit issued for its
            account.


            
            (c)           
            The Administrative Agent shall, promptly following its receipt thereof,
            distribute to the Issuing Lender and the applicable L/C Participants all fees received
            by the Administrative Agent for their respective accounts pursuant to this Section
            3.3.


            
                	
                             

                        	
                            
                            SECTION 3.4

                        	
                            
                            L/C Participations.

                        


            


            
            (a)           
            The Issuing Lender irrevocably agrees to grant and hereby grants to each
            L/C Participant (in the case of a Tranche A Letter of Credit, having Tranche A
            Commitments, and, in the case of a Tranche B Letter of Credit, having Tranche B
            Commitments), and, to induce the Issuing Lender to issue Letters of Credit hereunder,
            each applicable L/C Participant irrevocably agrees to accept and purchase and hereby
            accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter
            stated, for such L/C Participant’s own account and risk an undivided interest
            equal to such L/C Participant’s Applicable Percentage of the Tranche A
            Commitments or Tranche B Commitments, as applicable, in the Issuing Lender’s
            obligations and rights in respect of each Letter of Credit issued hereunder (and in
            respect of each amendment to a Letter of Credit increasing the amount thereof in
            accordance with the provisions of this Agreement) and the amount of each draft or other
            demand for payment paid by the Issuing Lender thereunder. Each applicable L/C
            Participant unconditionally and irrevocably agrees with the Issuing Lender that, if the
            Issuing Lender notifies it that a draft or other demand for payment has been paid under
            any Letter of Credit for which the Issuing Lender has not been reimbursed in full by
            the applicable Borrower in accordance with the terms of this Agreement, such L/C
            Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s
            address for notices specified herein an amount equal to such L/C Participant’s
            Applicable Percentage of the Tranche A


            
            40


             

            
            

            

             


            
            Commitments or the Tranche B Commitments, as applicable, of the amount
            of such draft or other demand for payment, or any part thereof, which is not so
            reimbursed.


            
            (b)           
            If any amount required to be paid by any L/C Participant to the Issuing
            Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment
            made by the Issuing Lender under any Letter of Credit is paid to the Issuing Lender
            within three (3) Business Days after the date such payment is due, such L/C Participant
            shall pay to the Issuing Lender on demand an amount equal to the product of (i) the
            Dollar Equivalent of such amount, times
            (ii) the daily average Federal Funds Effective Rate, as quoted by the
            Issuing Lender, during the period from and including the date such payment is required
            to the date on which such payment is immediately available to the Issuing
            Lender, times (iii) a fraction the
            numerator of which is the number of days that elapse during such period and the
            denominator of which is 360. If any such amount required to be paid by any L/C
            Participant pursuant to Section 3.4(a) is not in fact made available to the Issuing
            Lender by such L/C Participant within three (3) Business Days after the date such
            payment is due, the Issuing Lender shall be entitled to recover from such L/C
            Participant, on demand, such amount with interest thereon calculated from such due date
            at the rate per annum applicable to ABR Loans hereunder (or, if such Letter of Credit
            is denominated in an Alternate Currency, the rate per annum applicable to Eurocurrency
            Loans for Interest Periods of one month). A certificate of the Issuing Lender submitted
            to any L/C Participant with respect to any amounts owing under this Section shall be
            conclusive in the absence of manifest error.


            
            (c)           
            Whenever, at any time after the Issuing Lender has made payment under
            any Letter of Credit and has received from any L/C Participant its pro rata share of
            such payment in accordance with this Section 3.4, the Issuing Lender receives any
            payment related to such Letter of Credit (whether directly from the applicable Borrower
            or otherwise, including proceeds of any collateral applied thereto by the Issuing
            Lender), or any payment of interest on account thereof, the Issuing Lender will
            promptly distribute to such L/C Participant its pro rata share thereof;
            provided that in the event that any such
            payment received by the Issuing Lender shall be required to be returned by the Issuing
            Lender, such L/C Participant shall return to the Issuing Lender the portion thereof
            previously distributed by the Issuing Lender to it.


            
                	
                             

                        	
                            
                            SECTION 3.5

                        	
                            
                            Reimbursement Obligation of the
                            Borrowers.

                        


            


            
            (a)           
            Each Borrower agrees to reimburse the Issuing Lender on each date on
            which the Issuing Lender notifies such Borrower of the date and amount of a draft or
            other demand for payment presented under any Letter of Credit issued for its account
            and paid by the Issuing Lender for the amount in the currency of such Letter of Credit
            of (i) such draft or other demand so paid (which reimbursement may be effected through
            the procedure described in Section 3.5(c)) and (ii) any taxes, fees, charges or other
            costs or expenses (including post-judgment taxes, fees, charges or other costs or
            expenses) incurred by the Issuing Lender in connection with such payment. Each such
            payment shall be made to the Issuing Lender at its address for notices specified herein
            in the currency of such Letter of Credit and in immediately available funds.


            
            (b)           
            Interest shall be payable on the Dollar Equivalent of any and all
            amounts remaining unpaid by the applicable Borrower under this Article III from the
            date such amounts become payable (whether at stated maturity, by acceleration or
            otherwise) until payment in full at the rate which would be payable on any outstanding
            ABR Loans which were then overdue.


            
            (c)           
            Each drawing under any Letter of Credit denominated in Dollars shall
            constitute a request by the applicable Borrower to the Administrative Agent for a
            borrowing pursuant to Section 2.2(d) of ABR Loans in the amount of such drawing. The
            Borrowing Date with respect to such borrowing shall be the date of such
            drawing.


             


            
            41


             

            
            

            

             


            
                	
                             

                        	
                            
                            SECTION 3.6

                        	
                            
                            Obligations Absolute.

                        


            


            
            (a)           
            Each Borrower’s obligations under this Article III shall be
            absolute and unconditional under any and all circumstances and irrespective of any
            setoff, counterclaim or defense to payment which such Borrower may have or have had
            against the Issuing Lender, any L/C Participant or any beneficiary of a Letter of
            Credit.


            
            (b)           
            Each Borrower also agrees that the Issuing Lender and the L/C
            Participants shall not be responsible for, and such Borrower’s Reimbursement
            Obligations under Section 3.5(a) shall not be affected by, among other things, (i) the
            validity or genuineness of documents or of any endorsements thereon, even though such
            documents shall in fact prove to be invalid, fraudulent or forged, or (ii) any dispute
            between or among such Borrower and any beneficiary of any Letter of Credit or any other
            party to which such Letter of Credit may be transferred or (iii) any claims whatsoever
            of such Borrower against any beneficiary of such Letter of Credit or any such
            transferee.


            
            (c)           
            The Issuing Lender shall not be liable for any error, omission,
            interruption or delay in transmission, dispatch or delivery of any message or advice,
            however transmitted, in connection with any Letter of Credit, except for errors or
            omissions caused by the Issuing Lender’s gross negligence or willful
            misconduct.


            
            (d)           
            Each Borrower agrees that any action taken or omitted by the Issuing
            Lender under or in connection with any Letter of Credit issued for its account or the
            related drafts or documents, if done in the absence of gross negligence or willful
            misconduct and in accordance with any applicable standard of care specified in the
            Uniform Commercial Code of the State of New York (or other law applicable to such
            Letters of Credit), shall be binding on such Borrower and shall not result in any
            liability of the Issuing Lender or any L/C Participant to such Borrower. In furtherance
            of the foregoing and without limiting the generality thereof, the parties agree that
            (i) with respect to documents presented which appear on their face to be in substantial
            compliance with the terms of a Letter of Credit, the Issuing Lender may, in its sole
            discretion, either accept and make payment upon such documents without responsibility
            for further investigation, regardless of any notice or information to the contrary, or
            refuse to accept and make payment upon such documents if such documents are not in
            strict compliance with the terms of such Letter of Credit, (ii) the Issuing Lender may,
            in its sole discretion, (x) assert or waive application of Article 17 and Article 45 of
            the Uniform Customs, or (y) accept as a draft any written demand or request for payment
            under a Letter of Credit even if non-negotiable or not in the form of a draft, and
            (iii) with respect to documents presented which the Issuing Lender determines do not
            appear on their face to comply with the terms of a Letter of Credit, the Issuing Lender
            may, in its sole discretion, approach the applicable Borrower for a waiver of the
            discrepancy(ies), but neither requesting such a waiver from such Borrower nor receiving
            such a waiver from such Borrower shall obligate the Issuing Lender to make payment
            against such documents. The applicable Borrower will notify the Issuing Lender in
            writing of any objection such Borrower may have to the Issuing Lender’s issuance
            or amendment of any Letter of Credit, the Issuing Lender’s honor or dishonor of
            any presentation under any Letter of Credit, or any other action or inaction taken or
            proposed to be taken by the Issuing Lender under or in connection with this Agreement
            or any Letter of Credit. The applicable Borrower’s notice of objection must be
            delivered to the Issuing Lender within five (5) Business Days after such Borrower
            receives notice of the action or inaction it objects to. Any Borrower’s failure
            to give such notice of objection within five (5) Business Days after such
            Borrower’s actual receipt of notice of the action or inaction it objects to shall
            automatically waive such Borrower’s objection, authorize or ratify the Issuing
            Lender’s action or inaction, and preclude such Borrower from raising the
            objection as a defense or claim against the Issuing Lender.


             


            
            42


             

            
            

            

             


            
                	
                             

                        	
                            
                            SECTION 3.7

                        	
                            
                            Letter of Credit Payments.

                        


            


            
            If any draft or other demand for payment shall be presented for payment
            under any Letter of Credit, the Issuing Lender shall promptly notify the applicable
            Borrower of the date and amount thereof. The responsibility of the Issuing Lender to
            the applicable Borrower in connection with any draft or other demand for payment
            presented for payment under any Letter of Credit issued for such Borrower’s
            account shall, in addition to any payment obligation expressly provided for in such
            Letter of Credit, be limited to determining that the documents (including each draft or
            other demand for payment) delivered under such Letter of Credit in connection with such
            presentment appear on their face to be in conformity with the terms and conditions of
            such Letter of Credit.


            
                	
                             

                        	
                            
                            SECTION 3.8

                        	
                            
                            Applications.

                        


            


            
            To the extent that any provision of any Application related to any
            Letter of Credit is inconsistent with the provisions of this Article III, the
            provisions of this Article III shall apply.


            
                	
                             

                        	
                            
                            SECTION 3.9

                        	
                            
                            Replacement of the Issuing Lender; Alternate Issuing
                            Lender.

                        


            


            
            (a)           
            The Issuing Lender may be replaced at any time by written agreement
            among the Borrowers, the Administrative Agent, the replaced Issuing Lender and the
            successor Issuing Lender. The Administrative Agent shall notify the Lenders of any such
            replacement of the Issuing Lender. At the time any such replacement shall become
            effective, the Borrowers shall, jointly and severally, pay all unpaid fees accrued for
            the account of the replaced Issuing Lender. From and after the effective date of any
            such replacement, (i) the successor Issuing Lender shall have all the rights and
            obligations of the Issuing Lender under this Agreement with respect to Letters of
            Credit to be issued thereafter and (ii) references herein to the term “Issuing
            Lender” shall be deemed to refer to such successor or to any previous Issuing
            Lender, or to such successor and all previous Issuing Lenders, as the context shall
            require. After the replacement of an Issuing Lender hereunder, the replaced Issuing
            Lender shall remain a party hereto and shall continue to have all the rights and
            obligations of an Issuing Lender under this Agreement with respect to Letters of Credit
            issued by it prior to such replacement, but shall not be required to issue additional
            Letters of Credit.


            
            (b)           
            Kimco may request that another Lender having a higher credit rating (as
            rated by S&P and/or Moody’s) than JPMCB act as the issuing bank on a Letter
            of Credit (such Lender, an “Alternate Issuing
            Lender”) if (i) the beneficiary of a proposed Letter of
            Credit requires that the issuing bank have a credit rating higher that that of JPMCB or
            (ii) as a result of such Alternate Issuing Lender having a higher credit rating than
            JPMCB, Kimco or the applicable Borrower will obtain from the beneficiary economically
            superior terms in the specific transaction in respect of which the Letter of Credit is
            proposed to be issued; provided that
            (i) no Lender shall have any obligation to serve as such Alternate Issuing Lender, and
            (ii) any such Alternate Issuing Lender must agree to such record-keeping and reporting
            requirements as the Administrative Agent shall reasonably require in connection with
            the Revolving Credit Facility.


            
                	
                             

                        	
                            
                            SECTION 3.10

                        	
                            
                            Existing Letters of Credit.

                        


            


            
            Schedule 3.10 (Existing Letters of Credit) contains a schedule of
            certain letters of credit issued prior to the Effective Date by JPMCB for the account
            of Kimco under the Existing Revolving Credit Agreement. On the Effective Date such
            letters of credit, to the extent outstanding, shall be deemed, automatically and
            without further action by the parties thereto, to be Tranche A Letters of Credit or
            Tranche B Letters of Credit, as shown on such Schedule, issued pursuant to this Article
            III for the


             


            
            43


             

            
            

            

             


            
            account of Kimco and subject to the provisions hereof as if such letters
            of credit had been issued on the Effective Date.


            
            ARTICLE IV


             


            
            REPRESENTATIONS AND WARRANTIES


            
            To induce the Administrative Agent, the Issuing Lender, and the Lenders
            to enter into this Agreement, to make or maintain the Revolving Credit Loans and
            Competitive Loans, and to issue or participate in the Letters of Credit, Kimco hereby
            represents and warrants as to itself only, and not as to any other Loan Party (and,
            solely with respect to the representations and warranties contained in Sections 4.3(b)
            (only as to itself and not as to its Subsidiaries), 4.4, 4.5(b), 4.13, 4.14, 4.16 and
            4.22 (the “Baseline Representations and
            Warranties”), on any applicable Subsidiary Borrower
            Representation and Warranty Date in respect of a specific Subsidiary Borrower, such
            Subsidiary Borrower hereby represents and warrants as to itself) to the Administrative
            Agent, the Issuing Lender, and each Lender that:


            
                	
                             

                        	
                            
                            SECTION 4.1

                        	
                            
                            Financial Condition.

                        


            


            
            The consolidated balance sheet of Kimco and its subsidiaries as at
            December 31, 2006 and December 31, 2005 and the related consolidated statements of
            income and of cash flows for the respective fiscal years ended on such dates, reported
            on by PricewaterhouseCoopers, LLP, copies of which have heretofore been furnished to
            the Lenders, are complete and correct and present fairly the consolidated financial
            condition of Kimco and its subsidiaries as at such dates, as applicable and the
            consolidated results of their operations and their consolidated cash flows for the
            applicable fiscal year then ended. The unaudited consolidated balance sheet of Kimco
            and its subsidiaries as at June 30, 2007 and the related unaudited consolidated
            statements of income and of cash flows for the three-month period ended on such date,
            certified by a Responsible Officer of Kimco, copies of which have heretofore been
            furnished to the Lenders, are complete and correct and present fairly the consolidated
            financial condition of Kimco and its subsidiaries as at such date, and the consolidated
            results of their operations and their consolidated cash flows for the three-month
            period then ended (subject to normal year-end audit adjustments). All such financial
            statements, including the related schedules and notes thereto, have been prepared in
            accordance with GAAP applied consistently throughout the periods involved. Except as
            set forth on Schedule 4.1, neither Kimco nor any of the Consolidated Entities has, at
            the Effective Date, any material Indebtedness, Guarantee Obligation, contingent
            liability or liability for taxes, or any unusual forward or long-term commitment,
            including any interest rate or foreign currency swap or exchange transaction, which is
            not reflected in the foregoing statements or in the notes thereto. Except as set forth
            on Schedule 4.1, during the period from December 31, 2006 to and including the
            Effective Date there has been no sale, transfer or other disposition by Kimco or any of
            the Consolidated Entities of any material part of its business or property and no
            purchase or other acquisition of any business or property (including any capital stock
            of any other Person) material in relation to the consolidated financial condition of
            Kimco and the Consolidated Entities at December 31, 2006.


            
                	
                             

                        	
                            
                            SECTION 4.2

                        	
                            
                            No Change.

                        


            


            
            Since December 31, 2006 there has been no development or event nor any
            prospective development or event, which has had or could reasonably be expected to have
            a Material Adverse Effect.


            
                	
                             

                        	
                            
                            SECTION 4.3

                        	
                            
                            Corporate Existence; Compliance with
                            Law.

                        


            


            
            (a)           
            Kimco (i) is duly organized, validly existing and in good standing under
            the laws of the jurisdiction of its organization, (ii) has the corporate power and
            authority, and the legal right, to


            
            44


             

            
            

            

             


            own
            and operate its property, to lease the property it operates as lessee and to conduct
            the business in which it is currently engaged, (iii) is duly qualified as a foreign
            corporation and in good standing under the laws of each jurisdiction where its
            ownership, lease or operation of property or the conduct of its business requires such
            qualification, except to the extent the failure to be so qualified and in good standing
            could not, in the aggregate, reasonably be expected to have a Material Adverse Effect,
            and (iv) is in compliance with all Requirements of Law except to the extent that the
            failure to comply therewith could not, in the aggregate, reasonably be expected to have
            a Material Adverse Effect.


            
            (b)           
            Each Subsidiary (i) is duly organized, validly existing and in good
            standing under the laws of the jurisdiction of its organization, (ii) has the corporate
            (or limited partnership or limited liability company or other form of organization, as
            applicable) power and authority, and the legal right, to own and operate its property,
            to lease the property it operates as lessee and to conduct the business in which it is
            currently engaged, (iii) is duly qualified as a foreign corporation (or limited
            partnership or limited liability company or other form of organization, as applicable)
            and in good standing under the laws of each jurisdiction where its ownership, lease or
            operation of property or the conduct of its business requires such qualification, and
            (iv) is in compliance with all Requirements of Law except, in the case of clauses (i),
            (ii), (iii) or (iv) above, as could not, in the aggregate, reasonably be expected to
            have a Material Adverse Effect.


            
                	
                             

                        	
                            
                            SECTION 4.4

                        	
                            
                            Corporate Power; Authorization; Enforceable
                            Obligations.

                        


            


            
            Each applicable Loan Party has the corporate (or limited partnership or
            limited liability company or other form of organization, as applicable) power and
            authority, and the legal right, to make, deliver and perform each Loan Document to
            which it is a party and, in the case of each applicable Borrower, to borrow and request
            the issuance of Letters of Credit hereunder, and each applicable Loan Party has taken
            all necessary corporate (or limited partnership or limited liability company or other
            form of organization, as applicable) action to authorize the execution, delivery and
            performance of each Loan Document to which it is a party and, in the case of each
            applicable Borrower, the borrowings and requests for Letters of Credit on the terms and
            conditions of this Agreement. No consent or authorization of, filing with or other act
            by or in respect of, any Governmental Authority or any other Person is required in
            connection with the borrowings and requests for Letters of Credit hereunder or with the
            execution, delivery, performance, validity or enforceability of any Loan Document. Each
            Loan Document has been duly executed and delivered on behalf of each applicable Loan
            Party party thereto. Each Loan Document constitutes a legal, valid and binding
            obligation of each applicable Loan Party party thereto enforceable against each such
            Loan Party in accordance with its terms, except as enforceability may be limited by
            applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
            the enforcement of creditors’ rights generally and by general equitable
            principles (whether enforcement is sought by proceedings in equity or at
            law).


            
                	
                             

                        	
                            
                            SECTION 4.5

                        	
                            
                            No Legal Bar.

                        


            


            
            (a)           
            The execution, delivery and performance of the Loan Documents and the
            Borrowings and requests for Letters of Credit hereunder and the use of the proceeds
            thereof will not violate any Requirement of Law or any Contractual Obligation of Kimco
            and will not result in, or require, the creation or imposition of any Lien on any of
            its properties or revenues pursuant to any such Requirement of Law or Contractual
            Obligation.


            
            (b)           
            The execution, delivery and performance of the Loan Documents and the
            Borrowings and requests for Letters of Credit hereunder and the use of the proceeds
            thereof will not violate any Requirement of Law or any Contractual Obligation of the
            applicable Loan Party other than Kimco and will not result in, or require, the creation
            or imposition of any Lien on any of its properties or


            
            45


             

            
            

            

             


            
            revenues pursuant to any such Requirement of Law or Contractual
            Obligation, except, in each of the foregoing cases, where the same could not reasonably
            be expected to have a Material Adverse Effect.


            
                	
                             

                        	
                            
                            SECTION 4.6

                        	
                            
                            No Material Litigation.

                        


            


            
            No litigation, investigation or proceeding of or before any arbitrator
            or Governmental Authority is pending or, to the knowledge of Kimco, threatened by or
            against Kimco or any of its Subsidiaries or against any of its or their respective
            properties or revenues (a) with respect to this Agreement, any of the other Loan
            Documents or any of the transactions contemplated hereby, or (b) which could reasonably
            be expected to have a Material Adverse Effect.


            
                	
                             

                        	
                            
                            SECTION 4.7

                        	
                            
                            No Default.

                        


            


            
            Neither Kimco nor any of its Subsidiaries is in default under or with
            respect to any of its Contractual Obligations in any respect which could reasonably be
            expected to have a Material Adverse Effect. No Default or Event of Default has occurred
            and is continuing.


            
                	
                             

                        	
                            
                            SECTION 4.8

                        	
                            
                            Ownership of Property.

                        


            


            
            Each of Kimco and its Subsidiaries has good record title in fee simple
            to, or a valid leasehold interest in, all of its material real property, and good title
            to all of its other material property.


            
                	
                             

                        	
                            
                            SECTION 4.9

                        	
                            
                            Intellectual Property.

                        


            


            
            Kimco and each of its Subsidiaries owns, or is licensed to use, all
            trademarks, tradenames, copyrights, technology, know-how and processes
            (“Intellectual
            Property”) necessary for the conduct of its business as
            currently conducted except for those the failure to own or license which could not
            reasonably be expected to have a Material Adverse Effect. No claim has been asserted
            and is pending by any Person challenging or questioning the use of any Intellectual
            Property or the validity or effectiveness of any Intellectual Property, nor does Kimco
            know of any valid basis for any such claim. The use of such Intellectual Property by
            Kimco and its Subsidiaries does not infringe on the rights of any Person, except for
            such claims and infringements that, in the aggregate, could not reasonably be expected
            to have a Material Adverse Effect.


            
                	
                             

                        	
                            
                            SECTION 4.10

                        	
                            
                            No Burdensome Restrictions;
                            Disclosure.

                        


            


            
            No Requirement of Law or Contractual Obligation of Kimco or any of its
            Subsidiaries could reasonably be expected to have a Material Adverse Effect. Neither
            the Confidential Memorandum nor any of the other reports, financial statements,
            certificates or other information furnished by or on behalf of Kimco to the
            Administrative Agent, the Issuing Lender or any Lender in connection with the
            negotiation of this Agreement or delivered hereunder (as modified or supplemented by
            other information so furnished) contains any material misstatement of fact or omits to
            state any material fact necessary to make the statements therein, in the light of the
            circumstances under which they were made, not misleading;
            provided that, with respect to projected
            financial information, Kimco represents only that such information was prepared in good
            faith based upon assumptions believed to be reasonable at the time.


            
                	
                             

                        	
                            
                            SECTION 4.11

                        	
                            
                            Taxes.

                        


            


            
            Each of Kimco and its Subsidiaries has filed or caused to be filed all
            tax returns which, to the knowledge of Kimco, are required to be filed and has paid all
            taxes shown to be due and payable on


            
            46


             

            
            

            

             


            said
            returns or on any assessments made against it or any of its property and all other
            taxes, fees or other charges imposed on it or any of its property by any Governmental
            Authority (other than any taxes, fees, or other charges the amount or validity of which
            are currently being contested in good faith by appropriate proceedings and with respect
            to which reserves in conformity with GAAP have been provided on the books of Kimco or
            its Subsidiaries, as the case may be); no tax Lien has been filed, and, to the
            knowledge of Kimco, no claim is being asserted, with respect to any such tax, fee or
            other charge.


            
                	
                             

                        	
                            
                            SECTION 4.12

                        	
                            
                            Federal Regulations.

                        


            


            
            No part of the proceeds of any Revolving Credit Loan or Competitive Loan
            and no Letter of Credit will be used for “purchasing” or
            “carrying” any “margin stock” within the respective meanings of
            each of the quoted terms under Regulation U of the Board as now and from time to time
            hereafter in effect or for any purpose which violates the provisions of the Regulations
            of the Board. If requested by the Administrative Agent, each Borrower will furnish to
            the Administrative Agent a statement to the foregoing effect in conformity with the
            requirements of FR Form U-1 referred to in said Regulation U.


            
                	
                             

                        	
                            
                            SECTION 4.13

                        	
                            
                            ERISA.

                        


            


            
            No Reportable Event has occurred during the five-year period prior to
            the date on which this representation is made or deemed made with respect to any Plan,
            and each Plan has complied in all material respects with the applicable provisions of
            ERISA and the Code. The present value of all accrued benefits under each Single
            Employer Plan maintained by Kimco or any Commonly Controlled Entity (based on those
            assumptions used to fund the Plans) did not, as of the last annual valuation date prior
            to the date on which this representation is made or deemed made, exceed the value of
            the assets of such Plan allocable to such accrued benefits. Neither any Borrower nor
            any Commonly Controlled Entity has had a complete or partial withdrawal from any
            Multiemployer Plan, and neither any Borrower nor any Commonly Controlled Entity would
            become subject to any liability under ERISA if such Borrower or any such Commonly
            Controlled Entity were to withdraw completely from all Multiemployer Plans as of the
            valuation date most closely preceding the date on which this representation is made or
            deemed made. No such Multiemployer Plan is in Reorganization or Insolvent. The present
            value (determined using actuarial and other assumptions which are reasonable in respect
            of the benefits provided and the employees participating) of the liability of the
            Borrowers and each Commonly Controlled Entity for post retirement benefits to be
            provided to their current and former employees under Plans which are welfare benefit
            plans (as defined in Section 3(1) of ERISA) equals or exceeds the assets under all such
            Plans allocable to such benefits.


            
                	
                             

                        	
                            
                            SECTION 4.14

                        	
                            
                            Investment Company Act; Other
                            Regulations.

                        


            


            
            No Borrower is an “investment company”, or a company
            “controlled” by an “investment company”, within the meaning of
            the Investment Company Act of 1940, as amended. No Borrower is subject to regulation
            under any Federal or State statute or regulation which limits its ability to incur
            Indebtedness.


            
                	
                             

                        	
                            
                            SECTION 4.15

                        	
                            
                            [Reserved
                            ].

                        


            


            
                	
                             

                        	
                            
                            SECTION 4.16

                        	
                            
                            Purpose.

                        


            


            
            The proceeds of the Revolving Credit Loans on the Effective Date shall
            be used by the Borrowers to pay all of the outstanding indebtedness under the Existing
            Revolving Credit Agreement and the Existing Term Loan Credit Agreement, and the
            proceeds of the Revolving Credit Loans and the


            
            47


             

            
            

            

             


            
            Competitive Loans and the Letters of Credit on and after the Effective
            Date shall be used by the Borrowers for general corporate purposes (excluding
            commercial paper back-up).


            
                	
                             

                        	
                            
                            SECTION 4.17

                        	
                            
                            Environmental Matters.

                        


            


            
            Each of the following representations and warranties is true and correct
            on and as of the Effective Date except to the extent that the facts and circumstances
            giving rise to any such failure to be so true and correct, in the aggregate, could not
            reasonably be expected to have a Material Adverse Effect:


            
            (a)           
            To the best knowledge of Kimco, the Properties do not contain, and have
            not previously contained, any Materials of Environmental Concern in amounts or
            concentrations which constitute or constituted a violation of, or could reasonably give
            rise to liability under, Environmental Laws.


            
            (b)           
            To the best knowledge of Kimco, the Properties and all operations at the
            Properties are in compliance, and have in the last two years been in compliance, with
            all applicable Environmental Laws, and there is no contamination at, under or about the
            Properties, or violation of any Environmental Law with respect to the
            Properties.


            
            (c)           
            Neither Kimco nor any of its Subsidiaries has received any notice of
            violation, alleged violation, non-compliance, liability or potential liability
            regarding environmental matters or compliance with Environmental Laws with regard to
            any of the Properties, nor does Kimco have knowledge or reason to believe that any such
            notice will be received or is being threatened.


            
            (d)           
            To the best knowledge of Kimco, Materials of Environmental Concern have
            not been transported or disposed of from the Properties in violation of, or in a manner
            or to a location which could reasonably give rise to liability under, Environmental
            Laws, nor have any Materials of Environmental Concern been generated, treated, stored
            or disposed of at, on or under any of the Properties in violation of, or in a manner
            that could give rise to liability under, any applicable Environmental Laws.


            
            (e)           
            No judicial proceeding or governmental or administrative action is
            pending, or, to the knowledge of Kimco, threatened, under any Environmental Law to
            which Kimco or any of its Subsidiaries is or, to the knowledge of Kimco, will be named
            as a party with respect to the Properties, nor are there any consent decrees or other
            decrees, consent orders, administrative orders or other orders, or other administrative
            of judicial requirements outstanding under any Environmental Law with respect to the
            Properties.


            
            (f)           
            To the best knowledge of Kimco, there has been no release or threat of
            release of Materials of Environmental Concern at or from the Properties, or arising
            from or related to the operations of Kimco and its Subsidiaries in connection with the
            Properties in violation of or in amounts or in a manner that could give rise to
            liability under Environmental Laws.


            
                	
                             

                        	
                            
                            SECTION 4.18

                        	
                            
                            Insurance.

                        


            


            
            Kimco and each Subsidiary maintains with insurance companies rated at
            least A- by A.M. Best & Co., with premiums at all times currently paid, insurance
            upon fixed assets and inventories, including public liability insurance, fire and all
            other risks insured against by extended coverage, fidelity bond coverage, business
            interruption insurance, and all insurance required by law, all in form and amounts
            required by law and customary to the respective natures of their businesses and
            properties,


             


            
            48


             

            
            

            

             


            except
            in cases where failure to maintain such insurance will not have or potentially have a
            Material Adverse Effect.


            
                	
                             

                        	
                            
                            SECTION 4.19

                        	
                            
                            Condition of Properties.

                        


            


            
            Each of the following representations and warranties is true and correct
            except to the extent that the facts and circumstances giving rise to any such failure
            to be so true and correct, in the aggregate, could not reasonably be expected to have a
            Material Adverse Effect:


            
            (a)           
            All of the improvements located on the Properties and the use of said
            improvements comply and shall continue to comply in all respects with all applicable
            zoning resolutions, building codes, subdivision and other similar applicable laws,
            rules and regulations and are covered by existing valid certificates of occupancy and
            all other certificates and permits required by applicable laws, rules, regulations and
            ordinances or in connection with the use, occupancy and operation thereof.


            
            (b)           
            No material portion of any of the Properties, nor any improvements
            located on said Properties that are material to the operation, use or value thereof,
            have been damaged in any respect as a result of any fire, explosion, accident, flood or
            other casualty.


            
            (c)           
            No condemnation or eminent domain proceeding has been commenced or to
            the knowledge of Kimco is about to be commenced against any portion of any of the
            Properties, or any improvements located thereon that are material to the operation, use
            or value of said Properties except as set forth and described in Schedule
            4.19.


            
            (d)           
            No notices of violation of any federal, state or local law or ordinance
            or order or requirement have been issued with respect to any Properties.


            
                	
                             

                        	
                            
                            SECTION 4.20

                        	
                            
                            Benefit of Loans.

                        


            


            
            Kimco and each Subsidiary are engaged as an integrated corporate group
            in the business of acquiring, owning, developing and operating shopping centers and of
            providing the required services and other facilities for those integrated operations.
            Kimco and each Subsidiary require financing on such a basis that funds can be made
            available to the Borrowers and each Subsidiary to the extent required for the continued
            operation of their integrated activities and each of them expects to derive benefits,
            directly or indirectly, in return for undertaking their respective obligations under
            this Agreement and the other Loan Documents, both individually and as members of the
            integrated group.


            
                	
                             

                        	
                            
                            SECTION 4.21

                        	
                            
                            REIT Status.

                        


            


            
            Kimco is an equity-oriented real estate investment trust under Sections
            856 through 860 of the Code.


            
                	
                             

                        	
                            
                            SECTION 4.22

                        	
                            
                            Solvency.

                        


            


            
            On the Effective Date and the date of each Borrowing or the issuance,
            amendment, renewal or extension of each Letter of Credit, after giving effect to the
            transactions contemplated by the Loan Documents occurring on such date, (a) Kimco is
            Solvent and (b) each applicable Borrower other than Kimco is Solvent.


             


            
            49


             

            
            

            

             


            
            ARTICLE V


             


            
            CONDITIONS


            
                	
                             

                        	
                            
                            SECTION 5.1

                        	
                            
                            Conditions to Effectiveness / Effective
                            Date.

                        


            


            
            The effectiveness of this Agreement and the availability of the
            Revolving Credit Facility hereunder, is subject to the satisfaction of the following
            conditions (or the waiver of such conditions in accordance with Section
            10.1):


            
            (a)           
            Credit Agreement. The Administrative Agent
            shall have received from each party hereto either (i) a counterpart of this
            Agreement signed on behalf of such party or (ii) written evidence satisfactory to the
            Administrative Agent (which may include telecopy or other electronic transmission of a
            signed signature page of this Agreement) that such party has signed a counterpart of
            this Agreement.


            
            (b)           
            No Material Adverse Effect. There shall not
            have occurred or become known to the Lead Lenders or the Lead Arrangers any material
            adverse condition or material adverse change in or affecting the business, operations,
            property or financial condition of Kimco and its Subsidiaries, taken as a
            whole.


            
            (c)           
            Governmental Approvals. All governmental
            and third party approvals necessary or, in the discretion of the Administrative Agent,
            advisable in connection with the financing contemplated hereby and the continuing
            operations of Kimco and its Subsidiaries (including without limitation the Subsidiary
            Borrowers) shall have been obtained and be in full force and effect.


            
            (d)           
            Financial Statements. The Lenders shall
            have received (i) unqualified audited consolidated financial statements of Kimco for
            the two most recent fiscal years ended prior to the Effective Date, and (ii) unaudited
            interim consolidated financial statements of Kimco for each quarterly period ended
            subsequent to the date of the latest financial statements delivered pursuant to clause
            (i) of this paragraph, in each case prepared in accordance with GAAP.


            
            (e)           
            Existing Revolving Credit Agreement. The
            commitments under the Existing Revolving Credit Agreement shall have been terminated,
            all letters of credit issued thereunder shall have expired (or been agreed by the
            parties to this Agreement to continue as Letters of Credit hereunder, as provided in
            Section 3.10), and all loans and other amounts owing thereunder shall have paid in full
            in accordance with clause (g) below.


            
            (f)           
            Existing Term Loan Credit Agreement. The
            commitments under the Existing Term Loan Credit Agreement shall have been terminated
            and all loans and other amounts owing thereunder shall have paid in full in accordance
            with clause (g) below.


            
            (g)           
            Interest, Fees, Breakage Costs and Expenses; Return of Existing
            Revolving Notes. JPMorgan Chase Bank, N.A., as administrative
            agent under the Existing Revolving Credit Agreement, the Existing Term Loan Credit
            Agreement and this Agreement, as applicable, shall have received payment (which may be
            proceeds of the initial Loans under this Agreement) of (i) for the account of the
            Existing Revolving Lenders, the aggregate outstanding principal amount of all of the
            Existing Revolving Loans, (ii) for the account of the Existing Revolving Lenders and
            the Issuing Lender under the Existing Revolving Credit Agreement, as the case may be,
            all interest, fees and expenses accrued to but excluding the Effective Date under the
            Existing Revolving Credit Agreement or any fee letter referred to therein or relating
            thereto, (iii) for the account of the Existing Revolving Lenders, any


            
            50


             

            
            

            

             


            and
            all amounts payable pursuant to Section 2.13 of the Existing Revolving Credit
            Agreement, (iv) for the account of the Existing Revolving Lenders or the Issuing Lender
            under the Existing Revolving Credit Agreement, as the case may be, all unpaid
            reimbursement obligations in respect of any drawings under any letter of credit issued
            pursuant to or governed by the Existing Revolving Credit Agreement, (v) for the account
            of the Existing Term Loan Lenders, the aggregate outstanding principal amount of all of
            the Existing Term Loans, (vi) for the account of the Existing Term Loan Lenders, all
            interest, fees and expenses accrued to but excluding the Effective Date under the
            Existing Term Loan Credit Agreement or any fee letter referred to therein or relating
            thereto, (vii) for the account of the Existing Term Loan Lenders, any and all amounts
            payable pursuant to Section 2.13 of the Existing Term Loan Credit Agreement, and (viii)
            for the account of the applicable payee, all fees and other amounts due and payable on
            or prior to the Effective Date under or in connection with the Existing Revolving
            Credit Agreement, the Existing Term Loan Credit Agreement or this Agreement, including
            pursuant to the Fee Letter and, to the extent invoiced, reimbursement or payment of all
            out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder,
            including the reasonable fees and disbursements invoiced through the Effective Date of
            JPMCB’s special counsel. In consideration of such payments, the Existing
            Revolving Lenders shall deliver to Moses & Singer LLP, special counsel to JPMCB, on
            or prior to the Effective Date (or promptly thereafter), for delivery for cancellation
            to Kimco on or promptly after the Effective Date, all Existing Revolving Notes issued
            to them, if any, or written certification (together with customary indemnification
            provisions) that such Existing Revolving Notes are lost or cannot be
            located.


            
            (h)           
            Legal Opinion. The Administrative Agent
            shall have received, with a counterpart for the Administrative Agent, each Lender and
            the Issuing Lender, the executed legal opinion of Robert Schulman, Esq., counsel
            to the Loan Parties, substantially in the form of Exhibit D. The Borrowers hereby
            request such counsel to deliver such opinion.


            
            (i)            
            Notes. The Administrative Agent shall have
            received from each Borrower a signed Revolving Credit Note and from Kimco a signed
            Competitive Loan Note, in each case, for the account of each Lender that notified the
            Administrative Agent and Kimco of its request for Notes.


            
            (j)            
            Closing Certificates. The Administrative
            Agent shall have received a certificate from a Responsible Officer of Kimco and the
            Subsidiary Guarantors listed on Schedule 10.10 dated the Effective Date, substantially
            in the form of Exhibit E-1 (in the case of Kimco) and Exhibit E-2 (in the case of the
            Subsidiary Guarantors), (i) in the case of Kimco, confirming compliance with the
            conditions specified in this Section 5.1 and in Section 5.2 and, (ii) in each case,
            certifying, among other things, as to the names and offices of the Persons authorized
            to sign the Loan Documents to be delivered pursuant to the terms hereof by each Loan
            Party, together with the signatures of each such Person and a certificate of another
            Responsible Officer, certifying as to the name, office, and signature of such first
            Responsible Officer.


            
            (k)           
            Organizational Documents, Etc. The
            Administrative Agent shall have received such documents and certificates as the
            Administrative Agent or its counsel may reasonably request relating to the
            organization, existence and good standing of each Borrower, and the authorization of
            each Borrower in respect of the transactions contemplated by this Agreement or the
            other Loan Documents, all in form and substance reasonably satisfactory to the
            Administrative Agent, certified to be true, correct and complete by a Responsible
            Officer as of the Effective Date.


            
            (l)            
            Patriot Act. The Administrative Agent shall
            have completed any required Patriot Act compliance, the results of which shall be
            reasonably satisfactory to the Administrative Agent.


            The
            Administrative Agent shall notify Kimco, the Issuing Lender and the Lenders of the
            Effective Date, and such notice shall be conclusive and binding.


             


            
            51


             

            
            

            

             


            
                	
                             

                        	
                            
                            SECTION 5.2

                        	
                            
                            Conditions to Each Extension of
                            Credit.

                        


            


            
            The agreement of each Lender to make a Loan and of the Issuing Lender to
            issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of
            the following conditions precedent:


            
            (a)           
            Representations and Warranties. On each
            Representation and Warranty Date, each of the representations and warranties made by
            Kimco in or pursuant to the Loan Documents shall be true and correct in all material
            respects on and as of such date as if made on and as of such date except for
            representations and warranties expressly stated to relate to a specific earlier date,
            in which case such representations and warranties were true and correct in all material
            respects as of such earlier date.


            
            (b)           
            No Default. On each Representation and
            Warranty Date, no Default or Event of Default shall have occurred and be continuing on
            such date or after giving effect to the extension of credit requested to be made on
            such date.


            
            (c)           
            Baseline Representations and Warranties. On
            each Subsidiary Borrower Representation and Warranty Date, each of the Baseline
            Representations and Warranties made by the applicable Subsidiary Borrower in or
            pursuant to the Loan Documents shall be true and correct in all material respects on
            and as of such date as if made on and as of such date except for representations and
            warranties expressly stated to relate to a specific earlier date, in which case such
            representations and warranties were true and correct in all material respects as of
            such earlier date.


            Each
            Borrowing by, or issuance, renewal, extension or amendment of a Letter of Credit on
            behalf of, any Borrower hereunder shall constitute a representation and warranty, as of
            the date of such extension of credit (or renewal, extension or amendment of a Letter of
            Credit), (i) by Kimco in all cases that the conditions contained in Section 5.2 (a) and
            (b) have been satisfied, and (ii) if the applicable Borrower is a Subsidiary Borrower,
            by such Subsidiary Borrower that the conditions contained in Section 5.2(c) have been
            satisfied.


            
            ARTICLE VI


             


            
            AFFIRMATIVE COVENANTS


            
            So long as the Revolving Commitments remain in effect, any Competitive
            Loan or any Revolving Credit Loan remains outstanding and unpaid, any Letter of Credit
            remains outstanding, any Reimbursement Obligation remains unpaid in respect of any
            Letter of Credit, or any other amount is owing to any Lender, the Issuing Lender or the
            Administrative Agent hereunder, Kimco hereby agrees as set forth in Sections 6.1
            through 6.8, inclusive, and each applicable Subsidiary Borrower hereby agrees as set
            forth in Section 6.9, that:


            
                	
                             

                        	
                            
                            SECTION 6.1

                        	
                            
                            Financial Statements.

                        


            


            
            Kimco shall furnish to the Administrative Agent (with sufficient copies
            for each Lender and the Issuing Lender):


            
            (a)           
            as soon as available, but in any event within 90 days after the end of
            each fiscal year of Kimco, a copy of the consolidated balance sheet of Kimco and its
            subsidiaries as at the end of such year and the related consolidated statements of
            income and retained earnings and of cash flows of Kimco and its subsidiaries for such
            year, setting forth in each case in comparative form the figures as of the end of and
            for the previous year, reported on without a “going concern” or like
            qualification or


             


            
            52


             

            
            

            

             


            
            exception, or qualification arising out of the scope of the audit, by
            PricewaterhouseCoopers, LLP or other independent certified public accountants of
            nationally recognized standing; and


            
            (b)           
            as soon as available, but in any event not later than 45 days after the
            end of each of the first three (3) quarterly periods of each fiscal year of Kimco, the
            unaudited consolidated balance sheet of Kimco and its subsidiaries as at the end of
            such quarter and the related unaudited consolidated statements of income and retained
            earnings and of cash flows of Kimco and its subsidiaries for such quarter and the
            portion of the fiscal year through the end of such quarter, setting forth in each case
            in comparative form the figures for the corresponding date or period, as the case may
            be, in the previous year, certified by a Responsible Officer as being fairly stated in
            all material respects (subject to normal year-end audit adjustments);


            all
            such financial statements shall be complete and correct in all material respects and
            shall be prepared in reasonable detail and in accordance with GAAP applied consistently
            throughout the periods reflected therein and with prior periods (except as approved by
            such accountants or officer, as the case may be, and disclosed therein).


            The
            Administrative Agent shall make available to the Lenders (which the Administrative
            Agent may effect by electronic posting) the materials furnished to it pursuant to this
            Section.


            
                	
                             

                        	
                            
                            SECTION 6.2

                        	
                            
                            Certificates; Other Information.

                        


            


            
            Kimco shall furnish to the Administrative Agent (with sufficient copies
            for each Lender and the Issuing Lender (in the case of clauses (b)-(c) below) or each
            relevant Lender or Issuing Lender (in the case of clause (e) below)):


            
                	
                             

                        	
                            
                            (a)

                        	
                            
                            [reserved];

                        


            


            
            (b)           
            concurrently with the delivery of the financial statements referred to
            in Sections 6.1(a) and 6.1(b), a compliance certificate of a Responsible Officer of
            Kimco substantially in the form of Exhibit F;


            
            (c)           
            within ten (10) days after the same are sent, copies of all financial
            statements and reports which Kimco sends to its stockholders, and within ten (10) days
            after the same are filed, copies of all financial statements, reports or other
            documents which Kimco may make to, or file with, the Securities and Exchange Commission
            or any successor or analogous Governmental Authority;


            
                	
                             

                        	
                            
                            (d)

                        	
                            
                            [reserved]; and

                        


            


            
            (e)           
            promptly, upon request of the Administrative Agent, a list of all
            Entities, and such additional financial information, information with respect to any
            Property and other information as any Lender or the Issuing Lender may from time to
            time reasonably request (through the Administrative Agent).


            The
            Administrative Agent shall make available to the Lenders (which the Administrative
            Agent may effect by electronic posting) the materials furnished to it pursuant to this
            Section.


            
                	
                             

                        	
                            
                            SECTION 6.3

                        	
                            
                            Payment of Obligations.

                        


            


            
            Kimco shall pay, discharge or otherwise satisfy at or before maturity or
            before they become delinquent, as the case may be, all its obligations of whatever
            nature, except (a) where the amount


            
            53


             

            
            

            

             


            or
            validity thereof is currently being contested in good faith by appropriate proceedings
            and reserves in conformity with GAAP with respect thereto have been provided on the
            books of Kimco or (b) (i) Non-Recourse Indebtedness and (ii) other obligations which
            aggregate not more than $50,000,000, in each case to the extent that Kimco has
            determined in good faith that it is in its best interests not to pay or contest such
            Non-Recourse Indebtedness or such other obligations, as the case may be.


            
                	
                             

                        	
                            
                            SECTION 6.4

                        	
                            
                            Maintenance of Existence, etc.

                        


            


            
            Kimco shall:


            
            (a)           
            Preserve, renew and keep in full force and effect its corporate
            existence and take all reasonable action to maintain all rights, privileges and
            franchises necessary or desirable in the normal conduct of its business except as
            otherwise permitted pursuant to Section 7.2.


            
            (b)           
            Comply with all Contractual Obligations and Requirements of Law except
            to the extent that failure to comply therewith could not, in the aggregate, be
            reasonably expected to have a Material Adverse Effect.


            
                	
                             

                        	
                            
                            SECTION 6.5

                        	
                            
                            Maintenance of Property; Insurance.

                        


            


            
            Kimco shall keep all property useful and necessary in its business in
            good working order and condition; maintain insurance with financially sound and
            reputable insurance companies rated at least A- by A.M. Best & Co. on all of its
            property in at least such amounts and against at least such risks (but including in any
            event public liability, product liability and business interruption) as are usually
            insured against in the same general area by companies engaged in the same or a similar
            business; and furnish to each Lender and the Issuing Lender, upon written request, full
            information as to the insurance carried.


            
                	
                             

                        	
                            
                            SECTION 6.6

                        	
                            
                            Inspection of Property; Books and Records;
                            Discussions.

                        


            


            
            Kimco shall keep proper books of records and account in which full, true
            and correct entries in conformity with GAAP and all Requirements of Law shall be made
            of all dealings and transactions in relation to its business and activities; and permit
            representatives of any Lender or the Issuing Lender to visit and inspect any of its
            properties and examine and make abstracts from any of its books and records at any
            reasonable time and as often as may reasonably be desired and to discuss the business,
            operations, properties and financial and other condition of Kimco and its Subsidiaries
            with officers and employees of Kimco and its Subsidiaries and with its independent
            certified public accountants.


            
                	
                             

                        	
                            
                            SECTION 6.7

                        	
                            
                            Notices.

                        


            


            
            Kimco shall promptly give notice to the Administrative Agent, the
            Issuing Lender and each Lender of:


            
                	
                             

                        	
                            
                            (a)

                        	
                            
                            the occurrence of any Default or Event of
                            Default;

                        


            


            
            (b)           
            any (i) default or event of default under any Contractual Obligation of
            Kimco or any of its Subsidiaries or (ii) litigation, investigation or proceeding which
            may exist at any time between Kimco or any of its Subsidiaries and any Governmental
            Authority, which in either case, if not cured or if adversely determined, as the case
            may be, could reasonably be expected to have a Material Adverse Effect;


             


            
            54


             

            
            

            

             


            
            (c)           
            any litigation or administrative or other proceeding affecting Kimco or
            any of its Subsidiaries in which the amount involved is $50,000,000 or more on an
            individual basis (or $100,000,000 or more in the aggregate together with all other such
            litigations or administrative or other proceedings affecting Kimco or any of its
            Subsidiaries) and not covered by insurance or in which material injunctive or similar
            relief is sought, or the occurrence in respect of any Guarantor of any case,
            proceeding, event, or circumstance of the nature set forth in paragraph (f) of Article
            VIII;


            
            (d)           
            the following events, as soon as possible and in any event within 30
            days after Kimco knows or has reason to know thereof: (i) the occurrence or expected
            occurrence of any Reportable Event with respect to any Plan, a failure to make any
            required contribution to a Plan, the creation of any Lien in favor of the PBGC or a
            Plan or any withdrawal from, or the termination, Reorganization or Insolvency of, any
            Multiemployer Plan or (ii) the institution of proceedings or the taking of any other
            action by the PBGC or Kimco or any Commonly Controlled Entity or any Multiemployer Plan
            with respect to the withdrawal from, or the terminating, Reorganization or Insolvency
            of, any Plan; and


            
            (e)           
            any development or event which has had or could reasonably be expected
            to have a Material Adverse Effect.


            Each
            notice pursuant to this Section 6.7 shall be accompanied by a statement of a
            Responsible Officer of Kimco setting forth details of the occurrence referred to
            therein and stating what action Kimco proposes to take with respect thereto.


            The
            Administrative Agent shall promptly forward to the Lenders (which the Administrative
            Agent may effect by electronic posting) any written notice hereunder furnished to it
            pursuant to this Section.


            
                	
                             

                        	
                            
                            SECTION 6.8

                        	
                            
                            Environmental Laws.

                        


            


            
            Kimco shall:


            
            (a)           
            Comply with, and use its best efforts to ensure compliance by all
            tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and
            comply with and maintain, and use its best efforts to ensure that all tenants and
            subtenants obtain and comply with and maintain, any and all licenses, approvals,
            notifications, registrations or permits required by applicable Environmental Laws,
            except to the extent that failure to do so could not be reasonably expected to have a
            Material Adverse Effect.


            
            (b)           
            Conduct and complete all investigations, studies, sampling and testing,
            and all remedial, removal and other actions required under Environmental Laws and
            promptly comply in all material respects with all lawful orders and directives of all
            Governmental Authorities regarding Environmental Laws, except to the extent that (i)
            the same are being contested in good faith by appropriate proceedings and the pendency
            of such proceedings could not be reasonably expected to have a Material Adverse Effect
            or (ii) Kimco has determined in good faith that contesting the same is not in the best
            interests of Kimco and its Subsidiaries and the failure to contest the same could not
            be reasonably expected to have a Material Adverse Effect.


            
            (c)           
            Defend, indemnify and hold harmless the Administrative Agent, the
            Issuing Lender and each Lender, and their respective employees, agents, officers and
            directors, from and against any claims, demands, penalties, fines, liabilities,
            settlements, damages, costs and expenses (whether arising pre-judgment or
            post-judgment) of whatever kind or nature known or unknown, contingent or otherwise,
            arising out of, or in any way relating to the violation of, noncompliance with or
            liability under any Environmental Laws applicable to the operations of Kimco, its
            Subsidiaries or the Properties, or any


            
            55


             

            
            

            

             


            
            orders, requirements or demands of Governmental Authorities related
            thereto, including attorney’s and consultant’s fees, investigation and
            laboratory fees, response costs, court costs and litigation expenses, except to the
            extent that any of the foregoing arise out of the gross negligence or willful
            misconduct of the party seeking indemnification therefor. Notwithstanding anything to
            the contrary in this Agreement, this indemnity shall continue in full force and effect
            regardless of the termination of this Agreement.


            
                	
                             

                        	
                            
                            SECTION 6.9

                        	
                            
                            Baseline Conditions.

                        


            


            
            (a)           
            Each Subsidiary Borrower shall at all times comply with the Baseline
            Conditions in all material respects.


            
            (b)           
            In the event any Subsidiary Borrower fails, at any time, to comply with
            any of the Baseline Conditions in any material respect or fails to pay any amount
            payable hereunder within five (5) Business Days after such amount becomes due in
            accordance with the terms hereof (a “Non-complying
            Subsidiary Borrower”), (i) one or more of the other
            Borrowers shall promptly prepay any and all Loans to and any other obligations under
            any of the Loan Documents of such Non-complying Subsidiary Borrower (and cash
            collateralize any Letters of Credit issued for its account unless Kimco is a
            co-applicant thereof), or (ii) Kimco or any other Subsidiary Borrower that can satisfy
            each of the Baseline Conditions shall assume (pursuant to a written agreement
            reasonably satisfactory to the Administrative Agent) any and all Loans to and any other
            obligations (including in respect of any such Letters of Credit) under any of the Loan
            Documents of such Non-complying Subsidiary Borrower.


            
            (c)           
            Each Subsidiary Guarantor shall at all times comply with the Baseline
            Conditions in all material respects and in the event any Subsidiary Guarantor fails, at
            any time, to comply with any of the Baseline Conditions in any material respect, such
            Subsidiary Guarantor shall (i) notwithstanding any provision of this Agreement to the
            contrary, cease to be an Obligated Property Owner for all purposes of this Agreement,
            and (ii) continue as a Subsidiary Guarantor unless released as provided in Section
            10.10(d).


            
            ARTICLE VII


             


            
            NEGATIVE COVENANTS


            
            So long as the Revolving Commitments remain in effect, any Competitive
            Loan or any Revolving Credit Loan remains outstanding and unpaid, any Letter of Credit
            remains outstanding, any Reimbursement Obligation remains unpaid in respect of any
            Letter of Credit, or any other amount is owing to any Lender, the Issuing Lender or the
            Administrative Agent hereunder, Kimco hereby agrees that:


            
                	
                             

                        	
                            
                            SECTION 7.1

                        	
                            
                            Financial Covenants.  

                        


            


            
            Kimco shall not directly or indirectly:


            
            (a)           
            Total Indebtedness Ratio. Permit, at the
            last day of any Test Period, the ratio of

            (i) Total Indebtedness as of such day to (ii) Gross Asset Value as of such day to
            exceed 0.60 to 1.00 (or 0.65 to 1.00 for a period not to exceed 270 consecutive days in
            the event that during the applicable period Kimco or one of the Consolidated Entities
            has incurred Indebtedness in connection with Major Acquisitions).


             


            
            56


             

            
            

            

             


            
            (b)           
            Total Priority Indebtedness Ratio. Permit,
            at the last day of any Test Period, the ratio of (i) Total Priority Indebtedness as of
            such day to (ii) Gross Asset Value as of such day to exceed 0.35 to 1.00.


            
                	
                             

                        	
                            
                            (c)

                        	
                            
                            [reserved].

                        


            


            
                	
                             

                        	
                            
                            (d)

                        	
                            
                            [reserved].

                        


            


            
            (e)           
            Unsecured Interest Expense Ratio. Permit,
            for any Test Period, the ratio of

            (i) Unencumbered Assets NOI for such period to (ii) Total Unsecured Interest Expense
            for such period to be less than 1.75 to 1.00.


            
            (f)           
            Fixed Charge Coverage Ratio. Permit, for
            any Test Period, the ratio of Total Adjusted EBITDA for such period to Total Debt
            Service for such period to be less than 1.50 to 1.00. Solely for the purpose of
            calculating the ratio in this clause (f), Total Adjusted EBITDA (i) shall include cash
            flow distributions (other than distributions in respect of capital transactions) from
            Noncontrolled Entities (“Noncontrolled Entity Operating
            Cash Flow”),
            provided that Noncontrolled Entity
            Operating Cash Flow distributed during the most recent twelve-month period in respect
            of any Noncontrolled Entity shall be included, without duplication, only to the extent
            of 50% of the amount of such distributions made in such twelve-month period, and (ii)
            shall be increased by the amounts excluded pursuant to clauses (iv), (v) and (vi) of
            the definition of the term “Total Adjusted EBITDA”.


            Solely
            for the purposes of this Section 7.1: direct or indirect reference to EBITDA, NOI,
            Indebtedness and debt service (and items thereof, when applicable) with respect to the
            Entities, when included, shall be included only to the extent of the Ownership
            Percentage therein, except as otherwise specifically provided.


            
                	
                             

                        	
                            
                            SECTION 7.2

                        	
                            
                            Limitation on Certain Fundamental Changes.
                             

                        


            


            
            Neither Kimco nor any of its Subsidiaries shall, directly or indirectly:
            (a) enter into any merger (except as described in Schedule 7.2), consolidation or
            amalgamation, (b) liquidate, wind up or dissolve itself (or suffer any liquidation or
            dissolution), or (c) convey, sell, lease, assign, transfer or otherwise dispose of, all
            or a substantial portion of its property, business or assets (each such transaction
            referred to in the preceding clauses (a), (b) and (c), a
            “Capital Transaction”),
            unless (i) such Capital Transaction does not involve all or a substantial portion of
            the property, business or assets owned or leased by Kimco and its Subsidiaries
            determined on a consolidated basis with respect to Kimco and its Subsidiaries taken as
            a whole, (ii) there is no Default or Event of Default, before and after giving effect
            to such Capital Transaction (including any changes resulting from recharacterization of
            Unencumbered Property), and (iii) without limiting the foregoing, Kimco is in
            compliance with all covenants under Section 7.1 after giving effect to such Capital
            Transaction (including any changes resulting from recharacterization of Unencumbered
            Property), and would have been in compliance therewith for the most recent Test Period
            if such Capital Transaction had been given effect (including any changes resulting from
            recharacterization of Unencumbered Property) during such Test Period;
            provided that Kimco may not engage in a
            Capital Transaction other than a merger as to which it is the surviving entity;
            provided,
            further, that, notwithstanding the
            foregoing, (x) any Subsidiary may merge with a Loan Party so long as the surviving
            entity is a Loan Party, (y) any Subsidiary may liquidate, wind up or dissolve itself so
            long as such Subsidiary’s assets are transferred to a Loan Party and (z) any
            Subsidiary may convey, sell, lease, assign, transfer or otherwise dispose of any of its
            assets to a Loan Party.


             


            
            57


             

            
            

            

             


            
                	
                             

                        	
                            
                            SECTION 7.3

                        	
                            
                            [Reserved].

                        


            


             
            


            
                	
                             

                        	
                            
                            SECTION 7.4

                        	
                            
                            Limitation on Investments, Loans and
                            Advances.

                        


            


            
            Neither Kimco nor any of its Subsidiaries shall, directly or indirectly,
            make any advance, loan, extension of credit or capital contribution to any Person, or
            purchase any stock, bonds, notes, debentures or other securities of or any assets
            constituting a business unit of, or otherwise make any investment in, any Person, or
            acquire or otherwise make any investment in any real property (collectively,
            “Investments”), if,
            after giving effect thereto, the aggregate amount of Investments (valued at cost) made
            in Noncontrolled Entities from and after the date of this Agreement would exceed 30% of
            Gross Asset Value.


            
                	
                             

                        	
                            
                            SECTION 7.5

                        	
                            
                            Limitation on Transactions with
                            Affiliates.

                        


            


            
            Neither Kimco nor any of its Subsidiaries shall, directly or indirectly,
            enter into any transaction, including any purchase, sale, lease or exchange of property
            or the rendering of any service, with any Affiliate unless (a) no Default or Event of
            Default would occur as a result thereof and (b) such transaction is (i) in the ordinary
            course of the business of any Loan Party that is a party thereto and (ii) upon fair and
            reasonable terms no less favorable to any Loan Party that is a party thereto or is
            affected thereby than would be obtained in a comparable arm’s length transaction
            with a Person that is not an Affiliate.


            
                	
                             

                        	
                            
                            SECTION 7.6

                        	
                            
                            Limitation on Changes in Fiscal Year.

                        


            


            
            Kimco shall not cause or permit its fiscal year to end on a day other
            than December 31, unless otherwise required by any applicable law, rule or
            regulation.


            
            SECTION
            7.7            
            Limitation on Lines of Business; Issuance of Commercial Paper;
            Creation of Subsidiaries; Negative Pledges; Swap Agreements.


            
            Neither Kimco nor any of its Subsidiaries shall, directly or
            indirectly:


            
            (a)           
            Engage in activities other than real estate business and real estate
            related business activities, and in activities permitted for real estate investment
            trusts under the Code (including through taxable REIT subsidiaries).


            
            (b)           
            Issue any commercial paper in an aggregate principal amount exceeding
            the aggregate unused and available commitments under any revolving credit facility
            (other than the Revolving Commitments hereunder) entered into by the Borrowers and not
            prohibited by this Agreement. For the purposes of this paragraph, commitments shall be
            deemed to be available to the extent that, on any date of determination, assuming
            timely delivery of a borrowing notice by the applicable Borrower, the lender(s)
            thereunder would be obligated to fund loans pursuant thereto.


            
            (c)           
            Enter into with any Person, or suffer to exist, any agreement, other
            than (i) this Agreement and the other Loan Documents or (ii) any agreements governing
            any purchase money Liens, Financing Leases or mortgage financings not prohibited by
            this Agreement (in which cases, any prohibition or limitation referred to below shall
            only be effective against the assets financed thereby) which, in any such case,
            prohibits or limits the ability of any Borrower or any of its Subsidiaries to
            create,


            
            58


             

            
            

            

             


            incur,
            assume or suffer to exist any Lien upon any of its property, assets or revenues,
            whether now owned or hereafter acquired.


            
            (d)           
            Enter into any Swap Agreement, except Swap Agreements entered into in
            the ordinary course of business (not for purposes of speculation) to hedge or mitigate
            risks, including those related to interest rates or currency exchange rates, to which
            Kimco or such Subsidiary is exposed in the conduct of its business or the management of
            its liabilities.


            
            ARTICLE VIII


             


            
            EVENTS OF DEFAULT


            
            If any of the following events shall occur and be continuing:


            
            (a)           
            Any Borrower shall fail to pay any principal of any Revolving Credit
            Loan, any Competitive Loan or any Reimbursement Obligation when due in accordance with
            the terms thereof or hereof; or any Borrower shall fail to pay any interest on any
            Revolving Credit Loan, any Competitive Loan, any Reimbursement Obligation or any other
            amount payable hereunder, within five (5) Business Days after any such interest or
            other amount becomes due in accordance with the terms thereof or hereof; or


            
            (b)           
            Any representation or warranty made or deemed made by Kimco herein or in
            any other Loan Document or which is contained in any certificate, document or financial
            or other statement furnished by it at any time under or in connection with this
            Agreement or any other Loan Document shall prove to have been incorrect in any material
            respect on or as of the date made or deemed made or furnished; or


            
            (c)           
            There shall be any default in the observance or performance of any
            agreement contained in Section 6.7(a) or Article VII; or


            
            (d)           
            Kimco shall default in the observance or performance of any other
            agreement contained in this Agreement or any other Loan Document (other than as
            provided in paragraphs (a) through (c) of this Article), and such default shall
            continue unremedied for a period of 30 days after notice from the Administrative Agent,
            the Issuing Lender or the Required Lenders; or


            
            (e)           
            Any Borrower or any Subsidiary of any Borrower shall (i) default in
            making any payment of any principal of any Indebtedness (including any Guarantee
            Obligation, but excluding (x) any Revolving Credit Loans, any Competitive Loans or
            Reimbursement Obligations (which shall be governed by clause (a) above) and (y) any
            Non-Recourse Indebtedness) on the scheduled or original due date with respect thereto;
            or (ii) default in making any payment of any interest on any such Indebtedness beyond
            the period of grace, if any, provided in the instrument or agreement under which such
            Indebtedness was created; or

            (iii) default in the observance or performance of any other agreement or condition
            relating to any such Indebtedness or contained in any instrument or agreement
            evidencing, securing or relating thereto, or any other event shall occur or condition
            exist, the effect of which default or other event or condition is to cause, or to
            permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf
            of such holder or beneficiary) to cause, with the giving of notice if required, such
            Indebtedness to become due prior to its stated maturity or (in the case of any such
            Indebtedness constituting a Guarantee Obligation) to become payable;
            provided that a default, event or condition
            described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any time
            constitute an Event of Default under this Agreement unless, at such time, one or more
            defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of
            this paragraph (e) shall have occurred and be continuing with respect to Indebtedness
            the outstanding


            
            59


             

            
            

            

             


            
            principal amount of which exceeds in the aggregate $50,000,000
            (calculated, in the case of Indebtedness of an Unconsolidated Entity, by multiplying
            the amount of such Indebtedness by the percentage of Kimco’s direct or indirect
            equity interest in such Unconsolidated Entity);
            provided,
            further, that a default, event or condition
            described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any time
            constitute an Event of Default under this Agreement if such default, event or condition
            relates solely to any Subsidiary Borrower and/or its observance or performance of its
            obligations under this Agreement or in any other Loan Document; or


            
            (f)           
            (i) Kimco shall commence any case, proceeding or other action (A) under
            any existing or future law of any jurisdiction, domestic or foreign, relating to
            bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order
            for relief entered with respect to it, or seeking to adjudicate it a bankrupt or
            insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation,
            dissolution, composition or other relief with respect to it or its debts, or (B)
            seeking appointment of a receiver, trustee, custodian, conservator or other similar
            official for it or for all or any substantial part of its assets, or Kimco shall make a
            general assignment for the benefit of its creditors; or (ii) there shall be commenced
            against Kimco any case, proceeding or other action of a nature referred to in clause
            (i) above which (A) results in the entry of an order for relief or any such
            adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a
            period of 60 days; or (iii) there shall be commenced against Kimco any case, proceeding
            or other action seeking issuance of a warrant of attachment, execution, distraint or
            similar process against all or any substantial part of its assets which results in the
            entry of an order for any such relief which shall not have been vacated, discharged, or
            stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) Kimco
            shall take any action in furtherance of, or indicating its consent to, approval of, or
            acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v)
            Kimco shall generally not, or shall be unable to, or shall admit in writing its
            inability to, pay its debts as they become due; or


            
            (g)           
            (i) Any Person shall engage in any “prohibited transaction”
            (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan,
            (ii) any “accumulated funding deficiency” (as defined in Section 302 of
            ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in
            favor of the PBGC or a Plan shall arise on the assets of Kimco or any Commonly
            Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings
            shall commence to have a trustee appointed (or a trustee shall be appointed) to
            administer, or to terminate, any Single Employer Plan, which Reportable Event or
            commencement of proceedings or appointment of a trustee is, in the reasonable opinion
            of the Required Lenders, likely to result in the termination of such Plan for purposes
            of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of
            Title IV of ERISA, (v) Kimco or any Commonly Controlled Entity shall, or is, in the
            reasonable opinion of the Required Lenders, likely to, incur any liability in
            connection with a withdrawal from, or the Insolvency or Reorganization of, a
            Multiemployer Plan or (vi) any other event or condition shall occur or exist with
            respect to a Plan; and in each case in clauses (i) through (vi) above, such event or
            condition, together with all other such events or conditions, if any, could reasonably
            be expected to have a Material Adverse Effect; or


            
            (h)           
            One or more judgments or decrees shall be entered against Kimco or any
            Entity involving in the aggregate a liability (not paid or fully covered by insurance)
            of $50,000,000 or more (excluding Non-Recourse Indebtedness) (calculated, in the case
            of a judgment or decree against an Unconsolidated Entity, by multiplying the amount of
            such judgment or decree by the percentage of Kimco’s direct or indirect equity
            interest in such Unconsolidated Entity), and all such judgments or decrees shall not
            have been vacated, discharged, stayed or bonded pending appeal within 60 days from the
            entry thereof; or


            
                	
                             

                        	
                            
                            (i)

                        	
                            
                            [reserved]; or

                        


            


             


            
            60


             

            
            

            

             


            
            (j)            
            Kimco shall cease, for any reason, to maintain its status as an
            equity-oriented real estate investment trust under Sections 856 through 860 of the
            Code; or


            
            (k)           
            At any time any Borrower or any Subsidiary of any Borrower shall be
            required to take any actions in respect of environmental remediation and/or
            environmental compliance, the aggregate expenses, fines, penalties or other charges
            with respect to which are recourse to Kimco and, in the judgment of the Required
            Lenders, could reasonably be expected to exceed $50,000,000;
            provided that any such remediation or
            compliance shall not be taken into consideration for the purposes of determining
            whether an Event of Default has occurred pursuant to this paragraph (k) if (i) such
            remediation or compliance is being contested by such Borrower or the applicable
            Subsidiary in good faith by appropriate proceedings or (ii) such remediation or
            compliance is satisfactorily completed within 90 days from the date on which such
            Borrower or the applicable Subsidiary receives notice that such remediation or
            compliance is required, unless such remediation or compliance cannot reasonably be
            completed within such 90 day period in which case such time period shall be extended
            for a period of time reasonably necessary to perform such compliance or remediation
            using diligent efforts (not to exceed 180 days if the continuance of such remediation
            or compliance beyond such 180 day period, in the judgment of the Required Lenders,
            could reasonably be expected to have a Material Adverse Effect); or


            
                	
                             

                        	
                            
                            (l)

                        	
                            
                            a Change in Control shall occur;

                        


            


            then,
            and in any such event, (A) if such event is an Event of Default specified in paragraph
            (f) above, automatically the Revolving Commitments shall immediately terminate and the
            Revolving Credit Loans and Competitive Loans hereunder (with accrued interest thereon)
            and all other amounts owing under this Agreement (including all amounts of L/C
            Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit
            shall have presented the documents required thereunder) and the Notes shall immediately
            become due and payable, and (B) if such event is any other Event of Default, either or
            both of the following actions may be taken: (i) the Administrative Agent may, or upon
            the request of the Required Lenders the Administrative Agent shall, by notice to Kimco,
            declare the Revolving Commitments to be terminated forthwith, whereupon the Revolving
            Commitments shall immediately terminate; and (ii) the Administrative Agent may, or upon
            the request of the Required Lenders the Administrative Agent shall, by notice to Kimco,
            declare the Revolving Credit Loans and Competitive Loans hereunder (with accrued
            interest thereon) and all other amounts owing under this Agreement (including all
            amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding
            Letters of Credit shall have presented the documents required thereunder) and the Notes
            to be due and payable forthwith, whereupon the same shall immediately become due and
            payable.


            
            With respect to all Letters of Credit with respect to which presentment
            for honor shall not have occurred at the time of an acceleration pursuant to the
            preceding paragraph, Kimco or the applicable Borrower shall at such time deposit in a
            cash collateral account opened by and under the exclusive dominion and control of the
            Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount
            of such Letters of Credit. Each such depositing Borrower hereby grants to the
            Administrative Agent, for the benefit of the Issuing Lender and the applicable L/C
            Participants, a security interest in such cash collateral to secure all obligations of
            such Borrower under this Agreement and the other Loan Documents. Amounts held in such
            cash collateral account shall be applied by the Administrative Agent to the payment of
            drafts or other demands for payment drawn under such Letters of Credit, and the unused
            portion thereof after all such Letters of Credit shall have expired or been fully drawn
            upon, if any, shall be applied to repay other obligations of the Borrowers hereunder
            and under the other Loan Documents. After all such Letters of Credit shall have expired
            or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and
            all other obligations of the Borrowers hereunder and under the other Loan Documents
            shall have been paid in full, the balance, if any, in such cash collateral account
            shall be returned to the applicable Borrower or to whomsoever may be lawfully
            entitled


            
            61


             

            
            

            

             


            
            thereto. The Borrowers shall execute and deliver to the Administrative
            Agent, for the account of the Issuing Lender and the applicable L/C Participants, such
            further documents and instruments as the Administrative Agent may request to evidence
            the creation and perfection of the within security interest in such cash collateral
            account.


            
            Except as expressly provided above in this Article, presentment, demand,
            protest and all other notices of any kind are hereby expressly waived.


            
            ARTICLE IX


             


            THE
            AGENTS


            
                	
                             

                        	
                            
                            SECTION 9.1

                        	
                            
                            The Agents.

                        


            


            
            For purposes of this Section 9.1 and Section 10.6, the term
            “Related Parties” shall
            mean, with respect to any specified Person, (i) any Person that directly, or indirectly
            through one or more intermediaries, Controls, is Controlled by, or is under common
            Control with such specified Person, and (ii) the respective directors, officers,
            employees, agents and advisors of such specified Person and of any other Person
            referred to in the preceding clause (i).


            
            (a)           
            Each of the Lenders and the Issuing Lender hereby irrevocably appoints
            the Administrative Agent as its agent and authorizes the Administrative Agent to take
            such actions on its behalf and to exercise such powers as are delegated to the
            Administrative Agent by the terms of this Agreement and the other Loan Documents,
            together with such actions and powers as are reasonably incidental thereto.


            
            (b)           
            The bank serving as the Administrative Agent hereunder shall have the
            same rights and powers in its capacity as a Lender as any other Lender and may exercise
            the same as though it were not the Administrative Agent, and such bank and each Person
            that directly, or indirectly through one or more intermediaries, Controls or is
            Controlled by or is under common Control with such bank (an
            “Administrative Agent
            Affiliate”) may accept deposits from, lend money to and
            generally engage in any kind of business with any Loan Party or any Subsidiary or other
            Affiliate thereof as if it were not the Administrative Agent hereunder.


            
            (c)           
            The Administrative Agent shall not have any duties or obligations except
            those expressly set forth herein. Without limiting the generality of the foregoing,
            (i) the Administrative Agent shall not be subject to any fiduciary or other
            implied duties, regardless of whether a Default or Event of Default has occurred and is
            continuing, (ii) the Administrative Agent shall not have any duty to take any
            discretionary action or exercise any discretionary powers, except discretionary rights
            and powers expressly contemplated hereby that the Administrative Agent is required to
            exercise in writing as directed by the Required Lenders (or such other number or
            percentage of the Lenders as shall be necessary under the circumstances as provided
            herein), and (iii) except as expressly set forth herein, the Administrative Agent shall
            not have any duty to disclose, and shall not be liable for the failure to disclose, any
            information relating to Kimco or any of its Subsidiaries that is communicated to or
            obtained by the bank serving as Administrative Agent or any of its Administrative Agent
            Affiliates in any capacity. The Administrative Agent shall not be liable for any action
            taken or not taken by it with the consent or at the request of the Required Lenders (or
            such other number or percentage of the Lenders as shall be necessary under the
            circumstances as provided herein) or in the absence of its own gross negligence or
            willful misconduct. The Administrative Agent shall be deemed not to have knowledge of
            any Default or Event of Default other than nonpayment of principal or interest unless
            and until written notice thereof is given to the Administrative Agent by Kimco or a
            Lender, and the Administrative Agent shall not be responsible


             


            
            62


             

            
            

            

             


            for or
            have any duty to ascertain or inquire into (i) any statement, warranty or
            representation made in or in connection with this Agreement or any other Loan Document,
            (ii) the contents of any certificate, report or other document delivered hereunder
            or under any other Loan Document or in connection herewith or therewith, (iii) the
            performance or observance of any of the covenants, agreements or other terms or
            conditions set forth herein or in any other Loan Document, (iv) the validity,
            enforceability, effectiveness or genuineness of this Agreement, any other Loan
            Document, or any other agreement, instrument or document, or (v) the satisfaction
            of any condition set forth in Article V or elsewhere herein, other than to confirm
            receipt of items expressly required to be delivered to the Administrative
            Agent.


            
            (d)           
            The Administrative Agent shall be entitled to rely upon, and shall not
            incur any liability for relying upon, any notice, request, certificate, consent,
            statement, instrument, document or other writing believed by it to be genuine and to
            have been signed or sent by the proper Person. The Administrative Agent also may rely
            upon any statement made to it orally or by telephone and believed by it to be made by
            the proper Person, and shall not incur any liability for relying thereon. The
            Administrative Agent may consult with legal counsel (who may be counsel for the
            Borrowers), independent accountants and other experts selected by it, and shall not be
            liable for any action taken or not taken by it in accordance with the advice of any
            such counsel, accountants or experts.


            
            (e)           
            The Administrative Agent may perform any and all its duties and exercise
            its rights and powers by or through any one or more sub-agents appointed by the
            Administrative Agent. The Administrative Agent and any such sub-agent may perform any
            and all its duties and exercise its rights and powers through their respective Related
            Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such
            sub-agent and to the Related Parties of the Administrative Agent and any such
            sub-agent, and shall apply to their respective activities in connection with the
            syndication of the credit facilities provided for herein as well as activities as
            Administrative Agent.


            
            (f)           
            Subject to the appointment and acceptance of a successor Administrative
            Agent as provided in this paragraph, the Administrative Agent may resign at any time by
            notifying the Lenders, the Issuing Lender and Kimco. By the Required Lenders’
            giving at least thirty (30) Business Days prior written notice to the Administrative
            Agent and Kimco, the Administrative Agent may be removed, by action of the Required
            Lenders (excluding the bank serving as Administrative Agent (the
            “Agent Bank”)), (i) at
            any time for gross negligence or willful misconduct, as determined by the Required
            Lenders (excluding for such determination the Agent Bank), or (ii) in the event that
            the Agent Bank, in its capacity as a Lender, shall have assigned all of its outstanding
            Revolving Commitments, Loans, and its Applicable Percentage of the L/C Obligations to
            another bank, financial institution or other entity pursuant to Section 10.6, and at
            the end of such thirty (30) Business Day period the Agent Bank shall be deemed
            discharged from its duties and obligations as Administrative Agent hereunder and under
            any other Loan Documents, provided
            that it is a condition to the removal of the Administrative Agent under
            clause (ii) above in the circumstance in which the Agent Bank is the Issuing Lender
            hereunder, that all outstanding Letters of Credit issued by the Issuing Lender
            (including Letters of Credit issued by any Affiliate of the Agent Bank) hereunder shall
            be returned to the Issuing Lender for cancellation, that the Issuing Lender shall be
            reimbursed for all drafts or other demands for payment under the Letters of Credit that
            have not yet been reimbursed by the Borrowers or paid by the L/C Participants (except
            to the extent of the Applicable Percentage of L/C Obligations assigned by the Agent
            Bank), that all fees and expenses accrued and payable to the Issuing Lender be paid,
            and that the Issuing Lender shall be deemed to be replaced under Section 3.9(a) hereof.
            Upon any such resignation or removal, the Required Lenders shall have the right, in
            consultation with Kimco, to appoint a successor. In the case of resignation by the
            Administrative Agent, if no successor shall have been so appointed by the Required
            Lenders and shall have accepted such appointment within 30 days after the retiring
            Administrative Agent gives notice of its resignation, then the retiring Administrative
            Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor
            Administrative Agent which shall be a bank with an office in New York, New York, or
            a


            
            63


             

            
            

            

             


            Person
            that directly, or indirectly through one or more intermediaries, Controls or is
            Controlled by or is under common Control with any such bank. Upon the acceptance of its
            appointment as Administrative Agent hereunder by a successor to a retired
            Administrative Agent, such successor shall succeed to and become vested with all the
            rights, powers, privileges and duties of the retiring Administrative Agent, and the
            retiring Administrative Agent shall be discharged from its duties and obligations
            hereunder and under any other Loan Documents. The fees payable by the Borrowers to a
            successor Administrative Agent shall be the same as those payable to its predecessor
            unless otherwise agreed between the Borrowers and such successor. After the
            Administrative Agent’s resignation or removal hereunder, the provisions of this
            Article, including Section 9.2, shall continue in effect for the benefit of such
            retiring Administrative Agent, its sub-agents and their respective Related Parties in
            respect of any actions taken or omitted to be taken by any of them while it was acting
            as Administrative Agent.


            
            (g)           
            Each Lender acknowledges that it has, independently and without reliance
            upon the Administrative Agent or any other Lender and based on such documents and
            information as it has deemed appropriate, made its own credit analysis and decision to
            enter into this Agreement. Each Lender also acknowledges that it will, independently
            and without reliance upon the Administrative Agent or any other Lender and based on
            such documents and information as it shall from time to time deem appropriate, continue
            to make its own decisions in taking or not taking action under or based upon this
            Agreement, any other Loan Document, any related agreement or any document furnished
            hereunder or thereunder.


            
                	
                             

                        	
                            
                            SECTION 9.2

                        	
                            
                            Indemnification.

                        


            


            
            The Lenders agree to indemnify the Administrative Agent in its capacity
            as such (to the extent not reimbursed by the Borrowers and without limiting the
            obligation of the Borrowers to do so), ratably according to their respective Applicable
            Percentages of the Revolving Commitments in effect on the date on which indemnification
            is sought under this Section 9.2 (or, if indemnification is sought after the date upon
            which the Revolving Commitments shall have terminated and the Revolving Credit Loans
            and Competitive Loans shall have been paid in full, ratably in accordance with their
            Applicable Percentages immediately prior to such date), from and against any and all
            liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
            expenses or disbursements of any kind whatsoever which may at any time (including at
            any time following the payment of the Revolving Credit Loans and Competitive Loans and
            regardless of whether pre-judgment or post-judgment) be imposed on, incurred by or
            asserted against the Administrative Agent in any way relating to or arising out of this
            Agreement, any of the other Loan Documents or any documents contemplated by or referred
            to herein or therein or the transactions contemplated hereby or thereby or any action
            taken or omitted by the Administrative Agent under or in connection with any of the
            foregoing; provided that no Lender
            shall be liable for the payment of any portion of such liabilities, obligations,
            losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements
            to the extent resulting solely from the Administrative Agent’s gross negligence
            or willful misconduct. The agreements in this Section 9.2 shall survive the termination
            of this Agreement and the payment of the Revolving Credit Loans and all other amounts
            payable hereunder.


            
            SECTION
            9.3            
            The Syndication Agents, Documentation Agents, Managing Agents,
            Co-Agents, Arrangers, and Bookrunners.


            
            Each of the Syndication Agents, Documentation Agents, Managing Agents,
            Co-Agents, Bookrunners and Lead Arrangers referred to on the cover of this Agreement in
            its capacity as such shall have no rights, duties or responsibilities hereunder, nor
            any fiduciary relationship with any party hereto, and no implied covenants, functions,
            responsibilities, duties, obligations or liabilities shall be read into this Agreement
            or otherwise exist against the Syndication Agents, Documentation Agents, Managing
            Agents, Co-Agents, Bookrunners or Lead Arrangers in their respective capacities as
            such.


             


            
            64


             

            
            

            

             


            
            ARTICLE X


             


            
            MISCELLANEOUS


            
                	
                             

                        	
                            
                            SECTION 10.1

                        	
                            
                            Amendments and Waivers.

                        


            


            
            Neither this Agreement nor any other Loan Document, nor any terms hereof
            or thereof, may be amended, supplemented or modified except in accordance with the
            provisions of this Section 10.1. The Required Lenders may, or, with the written consent
            of the Required Lenders, the Administrative Agent may, from time to time, (a) enter
            into with the relevant Loan Parties written amendments, supplements or modifications
            hereto and to the other Loan Documents for the purpose of adding any provisions to this
            Agreement or the other Loan Documents or changing in any manner the rights of the
            Lenders or of the Loan Parties hereunder or thereunder or (b) waive, on such terms and
            conditions as the Required Lenders or the Administrative Agent, as the case may be, may
            specify in such instrument, any of the requirements of this Agreement or the other Loan
            Documents or any Default or Event of Default and its consequences;
            provided that no such waiver and no such
            amendment, supplement or modification shall (i) reduce the amount or extend the
            scheduled date of maturity of any Revolving Credit Loan, Competitive Loan or Note, or
            reduce the stated rate of any interest or fee payable hereunder or extend the scheduled
            date of any payment thereof or increase or reduce (except for reductions in accordance
            with Section 2.2(f)) the amount or extend the expiration date of any Lender’s
            Revolving Commitment, in each case without the consent of each Lender directly affected
            thereby, or (ii) amend, modify or waive any provision of this Section 10.1, change
            Section 2.9(a), Section 10.11(a) or Section 10.22 in a manner that would alter the pro
            rata sharing of payments required thereby, reduce the percentage specified in the
            definition of Required Lenders, consent to the assignment or transfer by Kimco of any
            of its rights and obligations under this Agreement and the other Loan Documents, amend
            the proviso to the definition of the term “Unencumbered Properties”, or
            amend, modify, or waive any provision of any Loan Document which, by its terms,
            requires the consent, approval or satisfaction of all Lenders, in each case without the
            written consent of all the Lenders, or (iii) amend, modify or waive any provision of
            Article III or otherwise affect the rights or duties of the Issuing Lender without the
            written consent of the Issuing Lender, or (iv) amend, modify or waive any provision of
            Article IX or otherwise affect the rights or duties of the Administrative Agent without
            the written consent of the then Administrative Agent. Any such waiver and any such
            amendment, supplement or modification shall apply equally to each of the Lenders and
            shall be binding upon the Borrowers, the other Loan Parties, the Lenders, the Issuing
            Lender, the Administrative Agent and all future holders of the Notes. In the case of
            any waiver, the Borrowers, the other Loan Parties, the Lenders, the Issuing Lender and
            the Administrative Agent shall be restored to their former position and rights
            hereunder and under any outstanding Notes and any other Loan Documents, and any Default
            or Event of Default waived shall be deemed to be cured and not continuing to the extent
            therein specified; but no such waiver shall extend to any subsequent or other Default
            or Event of Default, or impair any right consequent thereon.


            
                	
                             

                        	
                            
                            SECTION 10.2

                        	
                            
                            Notices.

                        


            


            
            All notices, requests and demands to or upon the respective parties
            hereto to be effective shall be in writing (including by telecopy), and, unless
            otherwise expressly provided herein, shall be deemed to have been duly given or made
            when delivered by hand, or three Business Days after being deposited in the mail,
            postage prepaid, or, in the case of telecopy notice, when received, addressed as
            follows in the case of the Borrowers, the Issuing Lender and the Administrative Agent,
            and as notified to the Administrative Agent pursuant to an Administrative Questionnaire
            in the case of the other parties hereto, or to such other address as may be hereafter
            notified by the respective parties hereto and any future holders of the
            Notes:


             


            
            65


             

            
            

            

             


            
                	
                             
                            

                        	
                            
                            The Borrowers:

                        	
                            
                            Kimco Realty Corporation

                        


            


            
                	
                             
                            

                        	
                            
                            3333 New Hyde Park Road, Suite 100

                        


            


            
                	
                             
                            

                        	
                            
                            New Hyde Park, New York 11042

                        


            


            
                	
                             
                            

                        	
                            
                            Attention: Glenn G. Cohen

                        


            


            
                	
                             
                            

                        	
                            
                            Telecopy: (516) 869-2572

                        


            


             
            


            
                	
                             
                            

                        	
                            
                            The Administrative Agent

                        	
                            
                            JPMorgan Chase Bank, N.A.

                        


            


            
                	
                             
                            

                        	
                            
                            and the Issuing Lender:

                        	
                            
                            277 Park Avenue, 2nd Floor

                        


            


            
                	
                             
                            

                        	
                            
                            New York, New York 10072

                        


            


            
                	
                             
                            

                        	
                            
                            Attention: Charles E. Hoagland

                        


            


            
                	
                             
                            

                        	
                            
                            Telecopy: (646) 534-0574

                        


            


             
            


            
                	
                             
                            

                        	
                            
                            with a copy to:

                        	
                            
                            JPMorgan Chase Bank, N.A.

                        


            


            
                	
                             
                            

                        	
                            
                            4 New York Plaza, 4th Floor

                        


            


            
                	
                             
                            

                        	
                            
                            New York, New York 10004-2413

                        


            


            
                	
                             
                            

                        	
                            
                            Attention: Elena Gillcrist

                        


            


            
            Telecopy: (212) 623-0806


             


            
            and (except for


            
            borrowing requests,


            
            interest elections, and


            
            requests pursuant to


            
                	
                             
                            

                        	
                            
                            Sections 10.8 or 10.9) to:

                        	
                            
                            JPMorgan Chase Bank, N.A.

                        


            


            
            270 Park Avenue


            
            New York, NY 10017


            
            Attention: Jacqueline F. Stein, Esq.


            
            Vice President & Senior Associate Counsel


            
            Telecopy: (212) 270-2873


             


            
            provided that any notice, request or demand
            to or upon the Administrative Agent or the Lenders pursuant to Section 2.1, 2.2, 2.3 or
            2.4 shall not be effective until received.


            
                	
                             

                        	
                            
                            SECTION 10.3

                        	
                            
                            No Waiver; Cumulative Remedies.

                        


            


            
            No failure to exercise and no delay in exercising, on the part of the
            Administrative Agent, the Issuing Lender or any Lender, any right, remedy, power or
            privilege hereunder or under the other Loan Documents shall operate as a waiver
            thereof; nor shall any single or partial exercise of any right, remedy, power or
            privilege hereunder preclude any other or further exercise thereof or the exercise of
            any other right, remedy, power or privilege. The rights, remedies, powers and
            privileges herein provided are cumulative and not exclusive of any rights, remedies,
            powers and privileges provided by law.


            
                	
                             

                        	
                            
                            SECTION 10.4

                        	
                            
                            Survival of Representations and
                            Warranties.

                        


            


            
            All representations and warranties made hereunder, in the other Loan
            Documents and in any document, certificate or statement delivered pursuant hereto or
            thereto or in connection herewith or therewith shall survive the execution and delivery
            of this Agreement and the other Loan Documents and the making of the extensions of
            credit hereunder.


             


            
            66


             

            
            

            

             


            
                	
                             

                        	
                            
                            SECTION 10.5

                        	
                            
                            Payment of Expenses and Taxes.

                        


            


            
            Kimco agrees (a) to pay or reimburse the Administrative Agent for all
            its reasonable out-of-pocket costs and expenses incurred in connection with the
            development, preparation and execution of, and any amendment, supplement or
            modification to, this Agreement and the other Loan Documents, any Letters of Credit,
            and any other documents prepared in connection herewith or therewith, and the
            consummation and administration of the transactions contemplated hereby and thereby,
            including the fees and disbursements of counsel to the Administrative Agent; (b) to pay
            or reimburse each Lender, the Issuing Lender and the Administrative Agent for all its
            costs and expenses (including post-judgment costs and expenses) incurred in connection
            with the enforcement or preservation of any rights under this Agreement, the other Loan
            Documents, any Letters of Credit, and any such other documents, including the fees and
            disbursements of counsel to the Administrative Agent, the Issuing Lender and the
            several Lenders; (c) to pay, and indemnify and hold harmless each Lender, the Issuing
            Lender and the Administrative Agent (and their respective affiliates, officers,
            directors, employees, advisors and agents) from and against, any and all recording and
            filing fees and any and all liabilities with respect to, or resulting from any delay in
            paying, documentary, stamp, excise and other similar taxes, if any, which may be
            payable or determined to be payable in connection with the execution and delivery of,
            or consummation or administration of any of the transactions contemplated by, or any
            amendment, supplement or modification of, or any waiver or consent under or in respect
            of, this Agreement, the other Loan Documents, any Letters of Credit, and any such other
            documents; and (d) to pay, and indemnify and hold harmless each Lender, the Issuing
            Lender and the Administrative Agent (and their respective affiliates, officers,
            directors, employees, advisors and agents) from and against any and all other
            liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
            expenses or disbursements of any kind or nature whatsoever (and regardless of whether
            pre-judgment or post-judgment) with respect to the execution, delivery, enforcement,
            performance and administration of this Agreement, the other Loan Documents, the Letters
            of Credit, and any such other documents, including any of the foregoing relating to the
            violation of, noncompliance with or liability under, any Environmental Law applicable
            to the operations of Kimco, any of its Subsidiaries or any of the Properties (all the
            foregoing in this clause (d), collectively, the
            “indemnified
            liabilities”),
            provided that Kimco shall have no
            obligation hereunder to any indemnitee with respect to indemnified liabilities arising
            from the gross negligence or willful misconduct of such indemnitee. The agreements in
            this Section 10.5 shall survive the termination of this Agreement, the expiration,
            cancellation, or other termination of the Letters of Credit, and the payment of the
            Revolving Credit Loans, the Competitive Loans and all other amounts payable
            hereunder.


            
                	
                             

                        	
                            
                            SECTION 10.6

                        	
                            
                            Successors and Assigns.

                        


            


            
            For purposes of this Section 10.6 the term “Related Parties”
            shall have the meaning given thereto in Section 9.1 hereof.


            
            (a)           
            The provisions of this Agreement shall be binding upon and inure to the
            benefit of the parties hereto and their respective successors and assigns permitted
            hereby (including any Affiliate of the Issuing Lender that issues any Letter of Credit
            (an “Issuing Lender
            Affiliate”)), except that (i) none of the Loan Parties
            may assign or otherwise transfer any of its rights or obligations hereunder without the
            prior written consent of each Lender (and any attempted assignment or transfer by any
            Loan Party without such consent shall be null and void) and (ii) no Lender may assign
            or otherwise transfer its rights or obligations hereunder except in accordance with
            this Section. Nothing in this Agreement, expressed or implied, shall be construed to
            confer upon any Person (other than the parties hereto, their respective successors and
            assigns permitted hereby (including any Issuing Lender Affiliate), Participants (to the
            extent provided in paragraph (c) of this Section) and, to the extent expressly
            contemplated hereby, the


            
            67


             

            
            

            

             


            
            Related Parties of each of the Administrative Agent, the Issuing Lender
            and the Lenders) any legal or equitable right, remedy or claim under or by reason of
            this Agreement or any other Loan Document.


            
            (b)           
            (i)          
            Subject to the conditions set forth in paragraph (b)(ii) below, any
            Lender may assign to one or more assignees all or a portion of its rights and
            obligations under this Agreement and under the other Loan Documents (including all or a
            portion of its Revolving Commitment and the Loans at the time owing to it) with the
            prior written consent (such consent not to be unreasonably withheld or delayed)
            of:


            
            (A)        
            Kimco, provided that
            no consent of Kimco shall be required for an assignment to a Lender, an Affiliate of a
            Lender, an Approved Fund (as defined below), or, if an Event of Default has occurred
            and is continuing, any other assignee;


            
            (B)        
            the Administrative Agent, provided
            that no consent of the Administrative Agent shall be required for an
            assignment of any Revolving Commitment to an assignee that is a Lender or an Affiliate
            of a Lender with a Revolving Commitment immediately prior to giving effect to such
            assignment; and


            
                	
                             

                        	
                            
                            (C)

                        	
                            
                            the Issuing Lender.

                        


            


            
                	
                             

                        	
                            
                            (ii)

                        	
                            
                            Assignments shall be subject to the following additional
                            conditions:

                        


            


            
            (A)        
            except in the case of an assignment to a Lender or an Affiliate of a
            Lender or an assignment of the entire remaining amount of the assigning Lender’s
            Revolving Commitment or Loans of any Class, the amount of the Tranche A Commitment or
            Tranche B Commitment or Tranche A Loans or Tranche B Loans of the assigning Lender
            subject to each such assignment (determined as of the date the Assignment and
            Assumption (as defined below) with respect to such assignment is delivered to the
            Administrative Agent) shall not be less than $5,000,000 unless Kimco and the
            Administrative Agent otherwise consent, provided
            that no such consent of Kimco shall be required if an Event of Default
            has occurred and is continuing;


            
            (B)        
            each partial assignment shall be made as an assignment of a
            proportionate part of all the assigning Lender’s rights and obligations in
            respect of its Tranche A Commitment or its Tranche B Commitment, as applicable, under
            this Agreement and the other Loan Documents;


            
            (C)        
            the parties to each assignment shall execute and deliver to the
            Administrative Agent an Assignment and Assumption substantially in the form of Exhibit
            A or in any other form approved by the Administrative Agent (an
            “Assignment and
            Assumption”), together with a processing and
            recordation fee of $4,000 (which, except as provided in Section 2.15, shall not be
            payable by the Borrowers); and


            
            (D)        
            the assignee, if it shall not be a Lender, shall deliver to the
            Administrative Agent an Administrative Questionnaire in the form approved by the
            Administrative Agent (an “Administrative
            Questionnaire”).


            
            For the purposes of this Section 10.6, the term
            “Approved Fund” has the
            following meaning:


            
            “Approved
            Fund” means any Person (other than a natural person)
            that is engaged in making, purchasing, holding or investing in bank loans and similar
            extensions of credit in the ordinary


             
            


            
            68


             

            
            

            

             


            
            course of its business and that is administered or managed by (a) a
            Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that
            administers or manages a Lender.


            
            (iii)         
            Subject to acceptance and recording thereof pursuant to
            paragraph (b)(iv) of this Section, from and after the effective date specified in
            each Assignment and Assumption the assignee thereunder shall be a party hereto and, to
            the extent of the interest assigned by such Assignment and Assumption, have the rights
            and obligations of a Lender under this Agreement, and the assigning Lender thereunder
            shall, to the extent of the interest assigned by such Assignment and Assumption, be
            released from its obligations under this Agreement (and, in the case of an Assignment
            and Assumption covering all of the assigning Lender’s rights and obligations
            under this Agreement, such Lender shall cease to be a party hereto but shall continue
            to be entitled to the benefits of Sections 2.11, 2.12, 2.13 and 10.5). Any
            assignment or transfer by a Lender of rights or obligations under this Agreement that
            does not comply with this Section 10.6 shall be treated for purposes of this Agreement
            as a sale by such Lender of a participation in such rights and obligations in
            accordance with paragraph (c) of this Section.


            
            (iv)         
            The Administrative Agent, acting for this purpose as an agent of the
            Borrowers, shall maintain at one of its offices a copy of each Assignment and
            Assumption delivered to it and a register for the recordation of the names and
            addresses of the Lenders, and the Tranche A Commitment and Tranche B Commitment of, and
            principal amount of the Loans and payments made by the Issuing Lender pursuant to the
            Letters of Credit, owing to, each Lender pursuant to the terms hereof from time to time
            (the “Register”). The
            entries in the Register shall be conclusive absent manifest error, and the Borrowers,
            the Administrative Agent, the Issuing Lender and the Lenders may treat each Person
            whose name is recorded in the Register pursuant to the terms hereof as a Lender
            hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.
            The Register shall be available for inspection by the Borrowers, the Issuing Lender and
            any Lender, at any reasonable time and from time to time upon reasonable prior
            notice.


            
            (v)           
            Upon its receipt of a duly completed Assignment and Assumption executed
            by an assigning Lender and an assignee, the assignee’s completed Administrative
            Questionnaire (unless the assignee shall already be a Lender hereunder), the processing
            and recordation fee referred to in this paragraph (b) and any written consent to
            such assignment required by this paragraph (b), the Administrative Agent shall accept
            such Assignment and Assumption and record the information contained therein in the
            Register; provided that if either
            the assigning Lender or the assignee shall have failed to make any payment required to
            be made by it pursuant to Section 2.9(b), 3.4, 3.5 or 9.2, the Administrative Agent
            shall have no obligation to accept such Assignment and Assumption and record the
            information therein in the Register unless and until such payment shall have been made
            in full, together with all accrued interest thereon. No assignment shall be effective
            for purposes of this Agreement unless it has been recorded in the Register as provided
            in this paragraph.


            
            (c)           
            (i)          
            Any Lender may, without the consent of any Borrower, the Administrative
            Agent, or the Issuing Lender, sell participations to one or more banks or other
            entities (a
            “Participant”) in all or
            a portion of such Lender’s rights and obligations in respect of its Tranche A
            Commitment or its Tranche B Commitment, as applicable, under this Agreement and under
            the other Loan Documents (including all or a portion of its Revolving Commitment and
            the Loans owing to it); provided
            that (A) such Lender’s obligations under this Agreement shall
            remain unchanged, (B) such Lender shall remain solely responsible to the other
            parties hereto for the performance of such obligations, and (C) the Borrowers, the
            other Loan Parties, the Administrative Agent, the Issuing Lender and the other Lenders
            shall continue to deal solely and directly with such Lender in connection with such
            Lender’s rights and obligations under this Agreement and the other Loan
            Documents. Any agreement or instrument pursuant to which a Lender sells such a
            participation shall provide that such Lender shall retain the sole right to enforce
            this Agreement and the other Loan Documents and to approve any


             


            
            69


             

            
            

            

             


            
            amendment, modification or waiver of any provision of this Agreement or
            any other Loan Document; provided
            that such agreement or instrument may provide that such Lender will not,
            without the consent of the Participant, agree to any amendment, modification or waiver
            described in the proviso to Section 10.1 that affects such Participant. Subject to
            paragraph (c)(ii) of this Section, each Borrower agrees that each Participant shall be
            entitled to the benefits of Sections 2.11, 2.12 and 2.13 to the same extent as if it
            were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of
            this Section. To the extent permitted by law, each Participant also shall be entitled
            to the benefits of Section 10.11(b) as though it were a Lender,
            provided such Participant agrees to be
            subject to Section 10.11(a) as though it were a Lender.


            
            (ii)          
            A Participant shall not be entitled to receive any greater payment under
            Section 2.11 or 2.12 than the applicable Lender would have been entitled to receive
            with respect to the participation sold to such Participant, unless the sale of the
            participation to such Participant is made with Kimco’s prior written consent. A
            Participant that would be a Non-U.S. Lender if it were a Lender shall not be entitled
            to the benefits of Section 2.12(a) unless Kimco is notified of the participation sold
            to such Participant and such Participant agrees, for the benefit of the Borrowers, to
            comply with Section 2.12(b) as though it were a Lender.


            
            (d)           
            Any Lender may at any time pledge or assign a security interest in, all
            or any portion of its rights under this Agreement to secure obligations of such Lender,
            including any pledge or assignment to secure obligations to a Federal Reserve Bank, and
            this Section shall not apply to any such pledge or assignment of a security
            interest; provided that no such
            pledge or assignment of a security interest shall release a Lender from any of its
            obligations hereunder or substitute any such pledgee or assignee for such Lender as a
            party hereto.


            
                	
                             

                        	
                            
                            SECTION 10.7

                        	
                            
                            Disclosure.

                        


            


            
            Subject to Section 10.19, each Borrower authorizes each Lender to
            disclose to any Participant or assignee (each, a
            “Transferee”) and any
            prospective Transferee any and all financial information in such Lender’s
            possession concerning such Borrower and its Affiliates which has been delivered to such
            Lender by or on behalf of such Borrower pursuant to this Agreement or which has been
            delivered to such Lender by or on behalf of such Borrower in connection with such
            Lender’s credit evaluation of such Borrower and its Affiliates prior to becoming
            a party to this Agreement.


            
                	
                             

                        	
                            
                            SECTION 10.8

                        	
                            
                            Increases of Revolving Credit
                            Facility.

                        


            


            
            During the period commencing on the Effective Date through and including
            the date that is 48 months after the date of this Agreement, Kimco may from time to
            time request increases in the aggregate amount of the Tranche A Commitments or the
            Tranche B Commitments, in minimum increments of $50,000,000 (or whole multiples of
            $5,000,000 in excess of $50,000,000), provided
            that the total combined amount by which the Tranche A Commitments and
            the Tranche B Commitments may be increased under this Section 10.8 shall be limited to
            $500,000,000 in the aggregate. Each such request shall offer to each Lender the
            opportunity to participate in the increased Tranche A Commitments or Tranche B
            Commitments, as applicable, and, with the consent of the Administrative Agent (such
            consent not to be unreasonably withheld or delayed) and Kimco, to any additional bank,
            financial institution or other entity that elects to become a Lender hereunder and
            obtain a Tranche A Commitment or Tranche B Commitment, as applicable. No Lender shall
            have any obligation to increase its Tranche A Commitment or Tranche B Commitment, as
            applicable, nor shall the Administrative Agent or the Lead Arrangers have any
            obligation to locate banks, financial institutions or other entities willing to
            increase or obtain such Tranche A Commitments or Tranche B Commitments, as applicable.
            The form of documentation pursuant to which any such Tranche A Commitment or Tranche B
            Commitment, as applicable, is


             


            
            70


             

            
            

            

             


            
            increased or obtained must be acceptable to Kimco and the Administrative
            Agent. Each increase of the Tranche A Commitments or Tranche B Commitments, as
            applicable, under this Section 10.8 is subject to the following conditions:


            
            (a) Each of the representations and warranties made by Kimco in or
            pursuant to the Loan Documents shall be true and correct in all material respects on
            and as of the date of such increase as if made on and as of such date except for
            representations and warranties expressly stated to relate to a specific earlier date,
            in which case such representations and warranties were true and correct in all material
            respects as of such earlier date; and


            
            (b) (i) No Default or Event of Default shall have occurred and be
            continuing on the date of such increase or after giving effect thereto and (ii) Kimco
            would be in compliance with each financial covenant set forth in paragraphs (a) through
            (f) of Section 7.1 if the ratio or amount referred to therein were to be calculated as
            of such date (provided that for the
            purposes of determining such compliance, Gross Asset Value shall be determined for the
            most recent Test Period as to which a compliance certificate has been delivered
            pursuant to Section 6.2(b)).


            
            Each request for an increase of the Tranche A Commitments or Tranche B
            Commitments, as applicable, under this Section 10.8 shall constitute a representation
            and warranty by Kimco as of the date of such increase that the conditions contained in
            this Section 10.8 have been satisfied, and shall be accompanied by a certificate of a
            Responsible Officer of Kimco to such effect.


            
                	
                             

                        	
                            
                            SECTION 10.9

                        	
                            
                            Extension of Maturity Date.

                        


            


            
            By notice to the Administrative Agent not earlier than twelve (12)
            months nor later than three (3) months before the Maturity Date specified in clause (i)
            of the definition of the term “Maturity Date” (the
            “Original Maturity
            Date”), Kimco may extend the Maturity Date to the date
            one year after the Original Maturity Date (the “Extended
            Maturity Date”);
            provided that (i) Kimco shall have paid to
            the Administrative Agent for the account of the Lenders on or before the Original
            Maturity Date a nonrefundable extension fee in an amount equal to 0.075% of the
            aggregate amount of the Revolving Commitments in effect on the Original Maturity Date,
            whether used or unused, and (ii), the following conditions shall be
            satisfied:


            
            (a) Each of the representations and warranties made by Kimco in or
            pursuant to the Loan Documents shall be true and correct in all material respects on
            and as of the Original Maturity Date as if made on and as of such date except for
            representations and warranties expressly stated to relate to a specific earlier date,
            in which case such representations and warranties were true and correct in all material
            respects as of such earlier date; and


            
            (b) (i) No Default or Event of Default shall have occurred and be
            continuing on the date of such notice or as of the Original Maturity Date, and (ii)
            Kimco would be in compliance with each financial covenant set forth in paragraphs (a)
            through (f) of Section 7.1 if the ratio or amount referred to therein were to be
            calculated as of the Original Maturity Date
            (provided that for the purposes of
            determining such compliance, Gross Asset Value shall be determined for the most recent
            Test Period as to which a compliance certificate has been delivered pursuant to Section
            6.2(b)).


            The
            request for an extension under this Section 10.9 shall constitute a representation and
            warranty by Kimco as of the date of such request and as of the Original Maturity Date
            that the conditions contained in this Section 10.9 have been satisfied, and shall be
            accompanied by a certificate of a Responsible Officer


             


            
            71


             

            
            

            

             


            of
            Kimco to such effect. The Administrative Agent shall promptly notify the Lenders of any
            such extension.


             


            
                	
                             

                        	
                            
                            SECTION 10.10

                        	
                            
                            Subsidiary Borrowers and Subsidiary
                            Guarantors.

                        


            


            
            (a)           
            At the election of Kimco at any time and from time to time, upon not
            less than five (5) Business Days notice to the Administrative Agent, at the time of
            such election, one or more Wholly Owned Subsidiaries shall become a Borrower hereunder
            (each, a “Subsidiary
            Borrower”) by Kimco and such Subsidiary
            Borrower’s executing and delivering to the Administrative Agent, as applicable,
            (i) an Adherence Agreement, (ii) an incumbency certificate as to the names, titles and
            specimen signatures of such Wholly Owned Subsidiary’s officers or other
            representatives authorized to act on its behalf in connection with the Revolving Credit
            Facility, and (iii) if and to the extent generally issued by the applicable
            jurisdiction, a current good standing certificate as to such Wholly Owned Subsidiary
            from its jurisdiction of organization and a certified copy of its organizational or
            constituent documents (such as a certificate or articles of incorporation or formation
            and by-laws, limited liability company agreement or limited partnership agreement, as
            applicable); provided that (x) each
            such Wholly Owned Subsidiary shall satisfy the Baseline Conditions on and as of the
            date such Wholly Owned Subsidiary delivers its Adherence Agreement, (y) Kimco shall be
            deemed to represent and warrant as of such date that such proposed Subsidiary Borrower
            is a Wholly Owned Subsidiary, and (z) no Subsidiary Borrower shall cease to be a
            Subsidiary Borrower solely because it ceases to be a Wholly-Owned Subsidiary. Following
            the giving of any notice pursuant to this Section 10.10(a), if the designation of
            such Subsidiary Borrower obligates the Administrative Agent or any Lender to
            comply with “know your customer” or similar identification procedures in
            accordance with applicable laws and regulations in circumstances where the necessary
            information is not already available to it, the applicable Subsidiary Borrower
            shall, promptly upon the request of the Administrative Agent or such Lender, supply
            such documentation and other evidence as is reasonably and customarily requested by the
            Administrative Agent or such Lender in order for the Administrative Agent or such
            Lender to be satisfied (in good faith) it has complied with all necessary “know
            your customer” or other similar verifications under all applicable laws and
            regulations.


            
            (b)           
            At the election of Kimco at any time and from time to time, at the time
            of such election, one or more Wholly Owned Subsidiaries shall become a guarantor of the
            Revolving Credit Facility (together with the Subsidiaries listed on Schedule 10.10,
            each a “Subsidiary
            Guarantor”) by executing and delivering to the
            Administrative Agent, as applicable, a Subsidiary Guarantee;
            provided that (x) each such Wholly Owned
            Subsidiary shall satisfy the Baseline Conditions on and as of the date such Wholly
            Owned Subsidiary delivers its Subsidiary Guarantee and (y) Kimco shall be deemed to
            represent and warrant as of such date that such proposed Subsidiary Guarantor is a
            Wholly Owned Subsidiary.


            
            (c)           
            A Subsidiary Borrower shall be released as a Borrower hereunder upon
            written request by Kimco; provided
            that (i) any Loans to and/or other obligations of such Subsidiary
            Borrower proposed to be released shall have been either (A) repaid (and any outstanding
            Letters of Credit issued for its account shall have been fully cash collateralized
            unless Kimco is a co-applicant thereof) or (B) assumed (pursuant to a written agreement
            reasonably satisfactory in form and substance to the Administrative Agent),
            concurrently with or prior to such release, by Kimco or by another Subsidiary Borrower
            (which other Subsidiary Borrower satisfies the Baseline Conditions at the time of such
            assumption), (ii) there is no Event of Default after giving effect to such release,
            (iii) Kimco is in compliance with each of the financial covenants set forth in
            paragraphs (a) through (f) of Section 7.1 if the ratio or amount referred to therein
            were to be calculated as of such date, but after giving effect to such release
            (provided that for the purposes of
            determining such compliance, Gross Asset Value shall be determined for the most recent
            Test Period as to which a compliance certificate has been delivered


            
            72


             

            
            

            

             


            
            pursuant to Section 6.2(b), after giving effect to such release), and
            (iv) Kimco has furnished to the Administrative Agent a certificate of its chief
            financial officer or other authorized officer as to the matters referred in the
            preceding sub-clauses (ii) and (iii)


            
            (d)           
            A Subsidiary Guarantor shall be released from any Subsidiary Guarantee
            upon written request by Kimco provided
            that (i) there is no Event of Default after giving effect to such
            release (including any changes resulting from any Property’s ceasing to be an
            Unencumbered Property if such released guarantor immediately prior to giving effect to
            such release was an Obligated Property Owner in respect thereof), (ii) Kimco is in
            compliance with each of the financial covenants set forth in paragraphs (a) through (f)
            of Section 7.1 if the ratio or amount referred to therein were to be calculated as of
            such date, but after giving effect to such release (including any changes resulting
            from any Property’s ceasing to be an Unencumbered Property if such released
            guarantor was an Obligated Property Owner in respect thereof immediately prior to
            giving effect to such release and provided
            that for the purposes of determining such compliance, Gross Asset Value
            shall be determined for the most recent Test Period as to which a compliance
            certificate has been delivered pursuant to Section 6.2(b)), and (iii) Kimco has
            furnished to the Administrative Agent a certificate of its chief financial officer or
            other authorized financial officer as to the matters referred to in the preceding
            clauses (i) and (ii).


            
                	
                             

                        	
                            
                            SECTION 10.11

                        	
                            
                            Adjustments; Set-off.

                        


            


            
            (a)           
            If any Lender (a “benefited
            Lender”) shall at any time receive any payment of all
            or part of its Tranche A Exposure or Tranche B Exposure, as applicable, or interest
            thereon, or receive any collateral in respect thereof (whether voluntarily or
            involuntarily, by set-off, pursuant to events or proceedings of the nature referred to
            in Article VIII(f), or otherwise), in a greater proportion than any such payment to or
            collateral received by any other Lender, if any, in respect of such other
            Lender’s Tranche A Exposure or Tranche B Exposure, as applicable, or interest
            thereon, such benefited Lender shall purchase for cash from the other Lenders a
            participating interest in such portion of each such other Lender’s Tranche A
            Exposure or Tranche B Exposure, as applicable, or shall provide such other Lenders with
            the benefits of any such collateral, or the proceeds thereof, as shall be necessary to
            cause such benefited Lender to share the excess payment or benefits of such collateral
            or proceeds ratably with each of the Lenders;
            provided that (i) if all or any portion of
            such excess payment or benefits is thereafter recovered from such benefited Lender,
            such purchase shall be rescinded, and the purchase price and benefits returned, to the
            extent of such recovery, but without interest, and (ii) the provisions of this
            paragraph shall not be construed to apply to any payment made by any Borrower pursuant
            to and in accordance with the express terms of this Agreement or any payment obtained
            by a Lender as consideration for the assignment of or sale of a participation in any of
            its Revolving Credit Loans or Competitive Loans or participations in respect of Letters
            of Credit to any assignee or participant, other than to any Borrower or any Subsidiary
            or Affiliate thereof (as to which the provisions of this paragraph shall
            apply).


            
            (b)           
            In addition to any rights and remedies of the Lenders provided by law,
            each Lender and each of its Affiliates shall have the right, without prior notice to
            the Borrowers, any such notice being expressly waived by the Borrowers to the extent
            permitted by applicable law, upon any amount becoming due and payable by any Borrower
            hereunder or under the Notes (whether at the stated maturity, by acceleration or
            otherwise), to set off and appropriate and apply against such amount, any and all
            deposits (general or special, time or demand, provisional or final), in any currency,
            and any other credits, obligations, indebtedness or claims, in any currency, in each
            case whether direct or indirect, absolute or contingent, matured or unmatured, at any
            time held or owing by such Lender or any of its Affiliates or any branch or agency
            thereof to or for the credit or the account of such Borrower. Each Lender agrees
            promptly to notify the applicable Borrower, the Issuing Lender and the
            Administrative


             


            
            73


             

            
            

            

             


            
            Agent after any such setoff and application made by such
            Lender, provided that the failure to
            give such notice shall not affect the validity of such setoff and
            application.


             


            
                	
                             

                        	
                            
                            SECTION 10.12

                        	
                            
                            Counterparts.

                        


            


            
            This Agreement may be executed by one or more of the parties to this
            Agreement on any number of separate counterparts each of which shall constitute an
            original, but all of which when taken together shall be deemed to constitute one and
            the same instrument. A set of the copies of this Agreement signed by all the parties
            shall be lodged with Kimco, the Issuing Lender and the Administrative Agent. Delivery
            of an executed counterpart of a signature page of this Agreement by any electronic
            means that reproduces an image of the actual executed signature page shall be effective
            as delivery of a manually executed counterpart of this Agreement.


            
                	
                             

                        	
                            
                            SECTION 10.13

                        	
                            
                            Severability.

                        


            


            
            Any provision of this Agreement which is prohibited or unenforceable in
            any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
            prohibition or unenforceability without invalidating the remaining provisions hereof,
            and any such prohibition or unenforceability in any jurisdiction shall not invalidate
            or render unenforceable such provision in any other jurisdiction.


            
                	
                             

                        	
                            
                            SECTION 10.14

                        	
                            
                            Integration.

                        


            


            
            This Agreement and the other Loan Documents represent the entire
            agreement of the Borrowers, the Guarantors, the Administrative Agent, the Issuing
            Lender and the Lenders with respect to the subject matter hereof and thereof, and there
            are no promises, undertakings, representations or warranties by the Administrative
            Agent, the Issuing Lender or any Lender relative to subject matter hereof or thereof
            not expressly set forth or referred to herein or in the other Loan
            Documents.


            
                	
                             

                        	
                            
                            SECTION 10.15

                        	
                            
                            GOVERNING LAW.

                        


            


            
            THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE RIGHTS AND
            OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE
            GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
            NEW YORK.


            
                	
                             

                        	
                            
                            SECTION 10.16

                        	
                            
                            Submission to Jurisdiction; Waivers.

                        


            


            
            Kimco hereby irrevocably and unconditionally:


            
            (a)           
            submits for itself and its property in any legal action or proceeding
            relating to this Agreement and the other Loan Documents to which it is a party, or for
            recognition and enforcement of any judgment in respect thereof, to the non-exclusive
            general jurisdiction of the courts of the State of New York, the courts of the United
            States of America for the Southern District of New York, and appellate courts from any
            thereof;


            
            (b)           
            consents that any such action or proceeding may be brought in such
            courts and waives any objection that it may now or hereafter have to the venue of any
            such action or proceeding in any such court or that such action or proceeding was
            brought in an inconvenient court and agrees not to plead or claim the same;


             


            
            74


             

            
            

            

             


            
            (c)           
            agrees that service of process in any such action or proceeding may be
            effected by mailing a copy thereof by registered or certified mail (or any
            substantially similar form of mail), postage prepaid, to such Borrower at its address
            set forth in Section 10.2 or at such other address of which the Administrative Agent
            shall have been notified pursuant thereto;


            
            (d)           
            agrees that nothing herein shall affect the right to effect service of
            process in any other manner permitted by law or shall limit the right to sue in any
            other jurisdiction; and


            
            (e)           
            waives, to the maximum extent not prohibited by law, any right it may
            have to claim or recover in any legal action or proceeding in connection with this
            Agreement or any other Loan Document any special, exemplary, punitive or consequential
            damages.


            
                	
                             

                        	
                            
                            SECTION 10.17

                        	
                            
                            Acknowledgments.

                        


            


            
            Each Borrower hereby acknowledges that:


            
            (a)           
            it has been advised by counsel in the negotiation, execution and
            delivery of this Agreement and the other Loan Documents;


            
            (b)           
            neither the Administrative Agent, the Issuing Lender nor any Lender has
            any fiduciary relationship with or duty to any Borrower arising out of or in connection
            with this Agreement or any of the other Loan Documents, and the relationship between
            Administrative Agent, the Issuing Lender and the Lenders, on the one hand, and the
            Borrowers, on the other hand, in connection herewith or therewith is solely that of
            debtor and creditor; and


            
            (c)           
            no joint venture is created hereby or by the other Loan Documents or
            otherwise exists by virtue of the transactions contemplated hereby among the Lenders,
            the Issuing Lender and the Administrative Agent or among the Borrowers, the
            Administrative Agent, the Issuing Lender and the Lenders.


            
                	
                             

                        	
                            
                            SECTION 10.18

                        	
                            
                            WAIVERS OF JURY TRIAL.

                        


            


            
            THE BORROWERS, THE ADMINISTRATIVE AGENT, THE ISSUING LENDER AND THE
            LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION
            OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY
            COUNTERCLAIM THEREIN.


            
                	
                             

                        	
                            
                            SECTION 10.19

                        	
                            
                            Confidentiality.

                        


            


            
            Each of the Administrative Agent, the Issuing Lender and the Lenders
            agrees to maintain the confidentiality of the Information (as defined below), except
            that Information may be disclosed (a) to its and its Affiliates’ directors,
            officers, employees and agents, including accountants, legal counsel and other advisors
            (it being understood that the Persons to whom such disclosure is made will be informed
            of the confidential nature of such Information and instructed to keep such Information
            confidential), (b) to the extent requested by any regulatory authority,
            (c) to the extent required by applicable laws or regulations or by any subpoena or
            similar legal process, (d) to any other party to this Agreement, (e) in connection with
            the exercise of any remedies hereunder or under any other Loan Document or any suit,
            action or proceeding relating to this Agreement or any other Loan Document or the
            enforcement of rights hereunder or thereunder or to which the Administrative Agent, the
            Issuing Lender or any Lender is a party, (f) subject to an agreement containing
            provisions substantially the same as those of this Section, to (i) any assignee of or
            Participant in, or any prospective assignee of or Participant in, any of its rights
            or


            
            75


             

            
            

            

             


            
            obligations under this Agreement, or (ii) any actual or prospective
            counterparty (or its advisors) to any swap or derivative transaction relating to any
            Borrower and its obligations, (g) with the consent of any Borrower or (h) to the
            extent such Information (i) becomes publicly available other than as a result of a
            breach of this Section or (ii) becomes available to the Administrative Agent, the
            Issuing Lender or any Lender on a nonconfidential basis from a source other than the
            Borrowers. For the purposes of this Section,
            “Information” means all
            information received from the Borrowers relating to any Borrower or its business, other
            than any such information that is available to the Administrative Agent, the Issuing
            Lender or any Lender on a nonconfidential basis;
            provided that in the case of information
            received from the Borrowers after the date hereof, such information is clearly
            identified at the time of delivery as confidential. Any Person required to maintain the
            confidentiality of Information as provided in this Section shall be considered to have
            complied with its obligation to do so if such Person has exercised the same degree of
            care to maintain the confidentiality of such Information as such Person would accord to
            its own confidential information. Notwithstanding anything herein to the contrary,
            “Information” shall not include, and each party hereto may disclose to any
            and all Persons, without limitation of any kind, any information with respect to the
            U.S. federal income tax treatment and U.S. federal income tax structure of the
            transactions contemplated hereby and all materials of any kind (including opinions or
            other tax analyses) that are provided to such party relating to such tax treatment and
            tax structure.


            
                	
                             

                        	
                            
                            SECTION 10.20

                        	
                            
                            Judgment Currency.

                        


            


            
            (a)           
            The obligations hereunder and under the other Loan Documents of the
            Borrowers to make payments in Dollars or in an Alternate Currency, as the case may be
            (the “Obligation
            Currency”), shall not be discharged or satisfied by any
            tender or recovery pursuant to any judgment expressed in or converted into any currency
            other than the Obligation Currency, except to the extent that such tender or recovery
            results in the effective receipt by the Administrative Agent, the Issuing Lender or a
            Lender of the full amount of the Obligation Currency expressed to be payable to the
            Administrative Agent, the Issuing Lender or such Lender under this Agreement or the
            other Loan Documents. If, for the purpose of obtaining or enforcing judgment against
            any Borrower in any court or in any jurisdiction, it becomes necessary to convert into
            or from any currency other than the Obligation Currency (such other currency being
            hereinafter referred to as the “Judgment
            Currency”) an amount due in the Obligation Currency,
            the conversion shall be made, at the Dollar Equivalent of such amount, in each case, as
            of the date immediately preceding the day on which the judgment is given (such Business
            Day being hereinafter referred to as the “Judgment
            Currency Conversion Date”).


            
            (b)           
            If there is a change in the rate of exchange prevailing between the
            Judgment Currency Conversion Date and the date of actual payment of the amount due, the
            applicable Borrower obligated in respect thereof covenants and agrees to pay, or cause
            to be paid, such additional amounts, if any (but in any event not a lesser amount), as
            may be necessary to ensure that the amount paid in the Judgment Currency, when
            converted at the rate of exchange prevailing on the date of payment, will produce the
            amount of the Obligation Currency which could have been purchased with the amount of
            Judgment Currency stipulated in the judgment or judicial award at the rate of exchange
            prevailing on the Judgment Currency Conversion Date.


            
            (c)           
            For purposes of determining the Dollar Equivalent under this Section,
            such amounts shall include any premium and costs payable in connection with the
            purchase of the Obligation Currency.


            
                	
                             

                        	
                            
                            SECTION 10.21

                        	
                            
                            USA Patriot Act.

                        


            


            
            Each Lender that is subject to the requirements of the USA Patriot Act
            (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the
            “Patriot Act”), hereby
            notifies the Borrowers that


             


            
            76


             

            
            

            

             


            
            pursuant to the requirements of the Patriot Act, it is required to
            obtain, verify and record information that identifies the Borrowers, which information
            includes the name and address of the Borrowers and other information that will allow
            such Lender to identify the Borrowers in accordance with the Patriot Act.


            
                	
                             

                        	
                            
                            SECTION 10.22

                        	
                            
                            Sharing Event.

                        


            


            
            (a)           
            (a) Upon the occurrence of a Sharing Event, automatically (and without
            the taking of any action) (x) all then outstanding Eurocurrency Loans denominated in an
            Alternate Currency shall be automatically converted into Loans denominated in Dollars
            (in an amount equal to the Dollar Equivalent, as determined by the Administrative Agent
            in accordance with this Agreement, of the aggregate principal amount of such
            Eurocurrency Loans on the date such Sharing Event first occurred, which Loans
            denominated in Dollars (i) shall thereafter be deemed to be ABR Loans and (ii) shall be
            immediately due and payable on the date such Sharing Event occurred) and (y) all
            accrued and unpaid interest and other amounts owing with respect to such Eurocurrency
            Loans shall be immediately due and payable in Dollars, in an amount equal to the Dollar
            Equivalent of such accrued and unpaid interest and other amounts.


            
            (b)           
            Upon the occurrence of a Sharing Event, and after giving effect to any
            automatic conversion pursuant to Section 10.22(a), each Lender shall (and hereby
            unconditionally and irrevocably agrees to) purchase and sell (in each case in Dollars)
            undivided participating interests in all Loans (other than Competitive Rate Loans)
            outstanding to, and any unpaid amounts the Issuing Lender has disbursed under a Letter
            of Credit owing by, any Borrower in amounts such that each Lender shall have a share of
            the outstanding Loans (other than Competitive Loans) and unpaid amounts the Issuing
            Lender has disbursed under a Letter of Credit then owing by any Borrower equal to its
            Applicable Percentage of the Revolving Commitments (although if because of fluctuations
            in currency exchange rates any Lender would be required to purchase such participations
            after giving effect to which such Lender’s Loans and Letter of Credit
            participations (including participations therein purchased pursuant to this Section)
            would exceed such Lender’s Revolving Commitment, then such participations shall
            be in an amount after giving effect to which such Lender’s Loans and Letter of
            Credit participations (including participations therein purchased pursuant to this
            Section) would equal such Lender’s Revolving Commitment). Upon any such
            occurrence, the Administrative Agent shall notify each Lender and shall specify the
            amount of Dollars required from such Lender in order to effect the purchases and sales
            by the various Lenders of participating interests in the amounts required above
            (together with accrued interest with respect to the period for the last Interest
            Payment Date through the date of the Sharing Event);
            provided that, in the event that a Sharing
            Event shall have occurred, each Lender shall be deemed to have purchased, automatically
            and without request, such participating interests. Promptly upon receipt of such
            request, each Lender shall deliver to the Administrative Agent (in immediately
            available funds in Dollars) the net amounts as specified by the Administrative Agent.
            The Administrative Agent shall promptly deliver the amounts so received to the various
            Lenders in such amounts as are needed to effect the purchases and sales of
            participations as provided above. Promptly following receipt thereof, each Lender which
            has sold participations in any of its Loans and Letter of Credit participations
            (through the Administrative Agent) will deliver to each Lender (through the
            Administrative Agent) which has so purchased a participating interest a participation
            certificate dated the date of receipt of such funds and in such amount. It is
            understood that the amount of funds delivered by each Lender shall be calculated on a
            net basis, giving effect to both the sales and purchases of participations by the
            various Lenders as required above.


            
            (c)           
            Upon the occurrence of a Sharing Event, (i) no further Loans shall be
            made, (ii) all amounts from time to time accruing with respect to, and all amounts from
            time to time payable on account of, any outstanding Eurocurrency Loans denominated in
            any Alternate Currency (including any interest and other amounts which were accrued but
            unpaid on the date of such purchase) shall be converted to Loans denominated in Dollars
            in accordance with Section 10.22(a) and be payable


             


            
            77


             

            
            

            

             


            
            immediately in Dollars as if such Eurocurrency Loans had originally been
            made in Dollars and shall be distributed by the relevant Lenders (or their affiliates)
            to the Administrative Agent for the account of the Lenders which made such Loans or are
            participating therein and (iii) the Revolving Commitments of the Lenders shall be
            automatically terminated. Notwithstanding anything to the contrary contained above, the
            failure of any Lender to purchase its participating interest in any Loans upon the
            occurrence of a Sharing Event shall not relieve any other Lender of its obligation
            hereunder to purchase its participating interests in a timely manner, but no Lender
            shall be responsible for the failure of any other Lender to purchase the participating
            interest to be purchased by such other Lender on any date.


            
            (d)           
            If any amount required to be paid by any Lender pursuant to Section
            10.22(b) is not paid to the Administrative Agent within one (1) Business Day following
            the date upon which such Lender receives notice from the Administrative Agent of the
            amount of its participations required to be purchased pursuant to said Section, such
            Lender shall also pay to the Administrative Agent on demand an amount equal to the
            product of (i) the amount so required to be paid by such Lender for the purchase of its
            participations times (ii) the daily
            average Federal Funds Effective Rate during the period from and including the date of
            request for payment to the date on which such payment is immediately available to the
            Administrative Agent times (iii) a
            fraction the numerator of which is the number of days that elapsed during such period
            and the denominator of which is 360. If any such amount required to be paid by any
            Lender pursuant to Section 10.22(b) is not in fact made available to the Administrative
            Agent within three (3) Business Days following the date upon which such Lender receives
            notice from the Administrative Agent as to the amount of participations required to be
            purchased by it, the Administrative Agent shall be entitled to recover from such Lender
            on demand, such amount with interest thereon calculated from such request date at the
            rate per annum applicable to ABR Loans hereunder. A certificate of the Administrative
            Agent submitted to any Lender with respect to any amounts payable by any Lender
            pursuant to this Section shall be deemed conclusive absent manifest error. Amounts
            payable under this Section shall be paid to the Administrative Agent for the account of
            the relevant Lenders; provided that,
            if the Administrative Agent (in its sole discretion) has elected to fund on behalf of
            such Lender the amounts owing to such Lenders, then the amounts shall be paid to the
            Administrative Agent for its own account.


            
            (e)           
            Whenever, at any time after the relevant Lenders have received from any
            Lenders purchases of participations in any Loans pursuant to this Section, the Lenders
            receive any payment on account thereof, such Lenders will distribute to the
            Administrative Agent, for the account of the various Lenders participating therein,
            such Lenders’ participating interests in such amounts (appropriately adjusted, in
            the case of interest payments, to reflect the period of time during which such
            participations were outstanding) in like funds as received;
            provided, that in the event that such
            payment received by any Lenders are required to be returned, the Lenders who received
            previous distributions in respect of their participating interests therein will return
            to the respective Lenders any portion thereof previously so distributed to them in like
            funds as such payment is required to be returned by the respective Lenders.


            
            (f)           
            Each Lender’s obligation to purchase participating interests
            pursuant to this Section shall be absolute and unconditional and shall not be affected
            by any circumstances including (i) any setoff, counterclaim, recoupment, defense or
            other right which such Lender may have against any other Lender, any Borrower or any
            other Person for any reason whatsoever, (ii) the occurrence or continuance of an Event
            of Default, (iii) any adverse change in the condition (financial or otherwise) of Kimco
            or any other Person, (iv) any breach of this Agreement by Kimco, any of its
            Subsidiaries or any Lender or any other Person, or (v) any other circumstance,
            happening or event whatsoever, whether or not similar to any of the
            foregoing.


            
            (g)           
            Notwithstanding anything to the contrary contained elsewhere in this
            Agreement, upon any purchase of participations as required above, each Lender which has
            purchased such participations shall be entitled to receive from the applicable Borrower
            any increased costs and


             


            
            78


             

            
            

            

             


            
            indemnities directly from the applicable Borrower to the same extent as
            if it were the direct Lender as opposed to a participant therein. Each Borrower
            acknowledges and agrees that, upon the occurrence of a Sharing Event and after giving
            effect to the requirements of this Section, increased taxes may be owing by such
            Borrower pursuant to Section 2.12, which taxes shall be paid (to the extent provided in
            Section 2.12) by such Borrower, without any claim that the increased taxes are not
            payable because same resulted from the participations effected as otherwise required by
            this Section.


            
            ARTICLE XI


             


            
            GUARANTEE BY KIMCO


            
                	
                             

                        	
                            
                            SECTION 11.1

                        	
                            
                            Guarantee.

                        


            


            
            In order to induce the Lenders to extend credit hereunder, Kimco hereby
            irrevocably and unconditionally guarantees to the Administrative Agent for the benefit
            of the Lender Parties and the Administrative Agent, as a primary obligor and not merely
            as a surety, the due and punctual payment of all Obligations of all the Subsidiary
            Borrowers (collectively, the “Guaranteed
            Obligations”). Kimco agrees that the Guaranteed
            Obligations may be extended or renewed, in whole or in part, without notice to or
            further assent from it, and that it will remain bound upon its guarantee
            notwithstanding any extension or renewal of any Guaranteed Obligations. Each and every
            default in payment or performance on any Guaranteed Obligation shall give rise to a
            separate cause of action hereunder, and separate suits may be brought hereunder as each
            cause of action arises.


            
                	
                             

                        	
                            
                            SECTION 11.2

                        	
                            
                            Guaranteed Obligations Not Waived.

                        


            


            
            To the fullest extent permitted by applicable law, Kimco waives
            presentment to, demand of payment from and protest to any Subsidiary Borrower or to any
            other guarantor of any of the Guaranteed Obligations, and also waives notice of
            acceptance of its guarantee and notice of protest for nonpayment. To the fullest extent
            permitted by applicable law, the obligations of Kimco hereunder shall not be affected
            by (a) the failure of any Lender Party to assert any claim or demand or to enforce or
            exercise any right or remedy against the applicable Borrower or any other Loan Party
            under the provisions of the Loan Documents or otherwise;

            (b) any rescission, waiver, amendment or modification of, or any release from any of
            the terms or provisions of any Loan Document or any other agreement; (c) the failure or
            delay of any Lender Party for any reason whatsoever to exercise any right or remedy
            against any other guarantor of the Obligations; (d) the failure of any Lender Party to
            assert any claim or demand or to enforce any remedy under any Loan Document, any
            guarantee or any other agreement or instrument; (e) any default, failure or delay,
            willful or otherwise, in the performance of any Guaranteed Obligations; (f) any change
            in the corporate existence or structure of any Borrower; (g) the existence of any
            claims or set-off rights that Kimco may have; (h) any law, regulation, decree or order
            of any jurisdiction or any event affecting any term of a guaranteed obligation; or (i)
            any other act, omission or delay to do any other act which may or might in any manner
            or to any extent vary the risk of Kimco or otherwise operate as a discharge or
            exoneration of Kimco as a matter of law or equity or which would impair or eliminate
            any right of Kimco to subrogation.


            
                	
                             

                        	
                            
                            SECTION 11.3

                        	
                            
                            Guarantee of
                            Payment.

                        


            


            
            Kimco agrees that its guarantee hereunder constitutes a guarantee of
            payment when due and not of collection, that such guarantee may be enforced at any time
            and from time to time, on one or more occasions, during the continuance of any Event of
            Default, without any prior demand or enforcement in respect of any Guaranteed
            Obligations, and that Kimco waives any right to require that any resort be had by any
            Lender Party to any other Guarantor or other guarantee, or to any security
            held


             


            
            79


             

            
            

            

             


            for
            payment of any Guaranteed Obligations. The solicitation of, or the delivery by Kimco
            of, any confirmation or reaffirmation of this Agreement under any circumstance shall
            not give rise to any inference as to the continued effectiveness of this Agreement in
            any other circumstance in which the confirmation or reaffirmation hereof has not been
            solicited or has not been delivered (whether or not solicited), and the obligations of
            Kimco hereunder shall continue in effect as herein provided notwithstanding any
            solicitation or delivery of any confirmation or reaffirmation hereof, or any failure to
            solicit or to deliver any such confirmation or reaffirmation, under any
            circumstances.


            
                	
                             

                        	
                            
                            SECTION 11.4

                        	
                            
                            No Discharge or Diminishment of
                            Guarantee.

                        


            


            
            The obligations of Kimco under this guarantee shall not be subject to
            any reduction, limitation, impairment or termination for any reason (other than the
            payment in full in cash of the Guaranteed Obligations), including any claim of waiver,
            release, surrender, amendment, modification, alteration or compromise of any of the
            Guaranteed Obligations or of any collateral security or guarantee or other
            accommodation in respect thereof, and shall not be subject to any defense or setoff,
            counterclaim, recoupment or termination whatsoever by reason of the invalidity,
            illegality or unenforceability of the Guaranteed Obligations or any Loan Document or
            any provision thereof (or of this Agreement or any provision hereof) or otherwise.
            Without limiting the generality of the foregoing, the obligations of Kimco under this
            guarantee shall not be discharged or impaired or otherwise affected by any change of
            location, form or jurisdiction of any Subsidiary Borrower or any other Person, any
            merger, consolidation or amalgamation of any Subsidiary Borrower or any other Person
            into or with any other Person, any sale, lease or transfer of any of the assets of any
            Subsidiary Borrower or any other Person to any other Person, any other change of form,
            structure, or status under any law in respect of any Subsidiary Borrower or any other
            Person, or any other occurrence, circumstance, happening or event whatsoever, whether
            similar or dissimilar to the foregoing, whether foreseen or unforeseen, that might
            otherwise constitute a legal or equitable defense, release, exoneration, or discharge
            or that might otherwise limit recourse against any Subsidiary Borrower or Kimco or any
            other Person. The obligations of Kimco under this guarantee shall extend to all
            Guaranteed Obligations without limitation of amount, and Kimco agrees that it shall be
            obligated to honor its guarantee hereunder whether or not any other Guarantor (i) has
            been called to honor its guarantee, (ii) has failed to honor its guarantee in whole or
            in part, or (iii) has been released for any reason whatsoever from its obligations
            under its guarantee.


            
                	
                             

                        	
                            
                            SECTION 11.5

                        	
                            
                            Defenses Waived; Maturity of Guaranteed
                            Obligations.

                        


            


            
            To the fullest extent permitted by applicable law, Kimco waives any
            defense based on or arising out of any defense of any Subsidiary Borrower or any other
            guarantor or the unenforceability of the Guaranteed Obligations or any part thereof
            from any cause, or the cessation from any cause of the liability of any Subsidiary
            Borrower, other than the final payment in full in cash of the Guaranteed Obligations.
            The Lender Parties may, at their election, compromise or adjust any part of the
            Guaranteed Obligations, make any other accommodation with any Subsidiary Borrower or
            any other Person (including any other Guarantor) or exercise any other right or remedy
            available to them against such Subsidiary Borrower or any other Person (including any
            other Guarantor), without affecting or impairing in any way the liability of any
            Guarantor hereunder except to the extent the Guaranteed Obligations have been fully and
            finally paid in cash. To the fullest extent permitted by applicable law, Kimco waives
            any defense arising out of any such election even though such election operates,
            pursuant to applicable law, to impair or to extinguish any right of reimbursement or
            subrogation or other right or remedy of Kimco against any Subsidiary Borrower or any
            other Person, as the case may be, or any security. Kimco agrees that, as between Kimco,
            on the one hand, and the Lender Parties, on the other hand, (i) the maturity of the
            Guaranteed Obligations guaranteed hereby may be accelerated for the purposes of
            Kimco’s guarantee herein, notwithstanding any stay, injunction or other
            prohibition preventing such acceleration as to any Subsidiary Borrower in respect of
            the Guaranteed Obligations guaranteed hereby (other than any notices


             


            
            80


             

            
            

            

             


            and
            cure periods expressly granted to any Subsidiary Borrower in this Agreement or any
            other Loan Document evidencing or securing the Guaranteed Obligations) and (ii) in the
            event of any such acceleration of such Guaranteed Obligations, such Guaranteed
            Obligations (whether or not due and payable) shall forthwith become due and payable in
            full by Kimco for purposes of this Agreement.


            
                	
                             

                        	
                            
                            SECTION 11.6

                        	
                            
                            Agreement to Pay;
                            Subordination.

                        


            


            
            In furtherance of the foregoing and not in limitation of any other right
            that any Lender Party has at law or in equity against Kimco by virtue hereof, upon the
            failure of any Subsidiary Borrower to pay (after the giving of any required notice and
            the expiration of any cure period expressly granted to such Subsidiary Borrower in this
            Agreement or any other Loan Document evidencing any Guaranteed Obligation) any
            Guaranteed Obligation when and as the same shall become due, whether at maturity, upon
            mandatory prepayment, by acceleration, after notice of prepayment or otherwise, Kimco
            hereby promises to and will forthwith pay, or cause to be paid, to the Administrative
            Agent for the benefit of the Lender Parties, in cash the amount of such unpaid
            Guaranteed Obligation. Upon payment by Kimco of any sums as provided above, all rights
            of Kimco against the applicable Subsidiary Borrower or any other Person arising as a
            result thereof by way of right of subrogation, contribution, reimbursement, indemnity
            or otherwise shall in all respects be subordinate and junior in right of payment to the
            prior payment in full in cash of all the Guaranteed Obligations. In addition, any
            indebtedness of any Subsidiary Borrower now or hereafter held by Kimco is hereby
            subordinated in right of payment to the prior payment in full in cash of the Guaranteed
            Obligations. If any amount shall erroneously be paid to Kimco on account of (i) such
            subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such
            indebtedness of any Subsidiary Borrower, such amount shall be held in trust for the
            benefit of the Lender Parties and shall forthwith be paid to the Administrative Agent
            to be credited against the payment of the Guaranteed Obligations, whether matured or
            unmatured.


            
                	
                             

                        	
                            
                            SECTION 11.7

                        	
                            
                            Reinstatement.

                        


            


            
            Kimco further agrees that its obligations hereunder shall continue to be
            effective or be reinstated, as the case may be, if at any time payment, or any part
            thereof, of any Guaranteed Obligation is rescinded or must otherwise be restored by any
            Lender Party upon the bankruptcy or reorganization of any Subsidiary Borrower or
            otherwise. Nothing shall discharge or satisfy the liability of Kimco hereunder except
            the full performance and payment in full in cash of the Guaranteed
            Obligations.


            
                	
                             

                        	
                            
                            SECTION 11.8

                        	
                            
                            Information.

                        


            


            
            Kimco assumes all responsibility for being and keeping itself informed
            of the Subsidiary Borrowers’ financial condition and assets, and of all other
            circumstances bearing upon the nature, scope and extent of the risks that Kimco assumes
            and incurs hereunder, and agrees that neither the Administrative Agent nor any other
            Lender Party will have any duty to advise Kimco of information now or hereafter known
            to it or any of them regarding any of the foregoing.


             


             


            
            [SIGNATURE PAGES TO FOLLOW]


             


             


            
            81


             

            
            

            

             


            
            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
            duty executed and delivered by their proper and duly authorized officers as of the day
            and year first above written.


             


            
            Signature Page to Credit Agreement dated as of October 25, 2007 among
            Kimco Realty Corporation, JPMorgan Chase Bank, N.A. and Others


             


            
                	
                             
                            

                        	
                            
                            KIMCO REALTY CORPORATION


                            
                            By: /s/ Glenn G. Cohen


                            
                            Name: Glenn G. Cohen


                            
                            Title: Vice President - Treasurer

                        
	
                             
                            

                        	
                             
                            

                        
	
                             
                            

                        	
                             
                            

                        


            


             


             


             


             


             


             


             


             


             


             


             


             


             


            
            EXECUTION PAGE TO CREDIT AGREEMENT


             

            
            

            

             


            
            Signature Page to Credit Agreement dated as of October 25, 2007 among
            Kimco Realty Corporation, JPMorgan Chase Bank, N.A. and Others


             


            
                	
                             
                            

                        	
                            
                            JPMORGAN CHASE BANK, N.A., as a Lender,

                            as Issuing Lender, and as Administrative Agent


                            
                            By: /s/ Charles E. Hoagland


                            
                            Name: Charles E. Hoagland


                            
                            Title: Vice President

                        
	
                             
                            

                        	
                             
                            

                        
	
                             
                            

                        	
                             
                            

                        


            


             


             


             


             


             


             


             


             


             


             


             


             


             


            
            EXECUTION PAGE TO CREDIT AGREEMENT


             

            
            

            

             


            
            Signature Page to Credit Agreement dated as of October 25, 2007 among
            Kimco Realty Corporation, JPMorgan Chase Bank, N.A. and Others


             


            
                	
                             
                            


                             
                            

                        	
                            
                            J.P. MORGAN EUROPE LIMITED, as Administrative

                            Agent with respect to Alternate Currency Borrowings


                            
                            By: /s/ Ching Loh


                            
                            Name: Ching Loh


                            
                            Title: Associate

                        
	
                             
                            

                        	
                             
                            

                        
	
                             
                            

                        	
                             
                            

                        


            


             


             


             


             


             


             


             


            
            EXECUTION PAGE TO CREDIT AGREEMENT


             

            
            

            

             


            
            Signature Page to Credit Agreement dated as of October 25, 2007 among
            Kimco Realty Corporation, JPMorgan Chase Bank, N.A. and Others


             


            
                	
                             
                            


                             
                            

                        	
                            
                            BANK OF AMERICA, N.A., as a Lender and as a

                            Syndication Agent


                            
                            By: /s/ Michael W. Edwards


                            
                            Name: Michael W. Edwards


                            
                            Title: Senior Vice President

                        
	
                             
                            

                        	
                             
                            

                        
	
                             
                            

                        	
                             
                            

                        


            


             


             


             


             


             


             


             


            
            EXECUTION PAGE TO CREDIT AGREEMENT


             

            
            

            

             


            
            Signature Page to Credit Agreement dated as of October 25, 2007 among
            Kimco Realty Corporation, JPMorgan Chase Bank, N.A. and Others


             


            
                	
                             
                            


                             
                            

                        	
                            
                            THE BANK OF NOVA SCOTIA, NEW YORK AGENCY,

                            as a Lender and as a Syndication Agent


                            
                            By: /s/ R. H. Boese


                            
                            Name: R. H. Boese


                            
                            Title: Managing Director

                        
	
                             
                            

                        	
                             
                            

                        
	
                             
                            

                        	
                             
                            

                        


            


             


             


             


             


             


             


             


            
            EXECUTION PAGE TO CREDIT AGREEMENT


             

            
            

            

             


            
            Signature Page to Credit Agreement dated as of October 25, 2007 among
            Kimco Realty Corporation, JPMorgan Chase Bank, N.A. and Others


             


            
                	
                             
                            


                             
                            

                        	
                            
                            WACHOVIA BANK, NATIONAL ASSOCIATION,

                            as a Lender and as a Syndication Agent


                            
                            By: /s/ Cynthia A. Bean


                            
                            Name: Cynthia A. Bean


                            
                            Title: Vice President

                        
	
                             
                            

                        	
                             
                            

                        
	
                             
                            

                        	
                             
                            

                        


            


             


             


             


             


             


             


             


            
            EXECUTION PAGE TO CREDIT AGREEMENT


             

            
            

            

             


            
            Signature Page to Credit Agreement dated as of October 25, 2007 among
            Kimco Realty Corporation, JPMorgan Chase Bank, N.A. and Others


             


            
                	
                             
                            


                             
                            

                        	
                            
                            UBS LOAN FINANCE LLC, as a Lender


                            
                            By: /s/ Richard L. Tavrow


                            
                            Name: Richard L. Travow


                            
                            Title: Director


                             
                            


                             
                            


                            
                            By: /s/ Mary E. Evans


                            
                            Name: Mary E. Evans


                            
                            Title: Associate Director


                             
                            

                        
	
                             
                            

                        	
                            
                            UBS SECURITIES LLC, as a Documentation Agent


                            
                            By: /s/ Richard L. Tavrow


                            
                            Name: Richard L. Tavrow


                            
                            Title: Director


                             
                            


                             
                            


                            
                            By: /s/ Mary E. Evans


                            
                            Name: Mary E. Evans


                            
                            Title: Associate Director

                        
	
                             
                            

                        	
                             
                            

                        


            


             


             


             


             


             


            
            EXECUTION PAGE TO CREDIT AGREEMENT


             

            
            

            

             


            Signature
            Page to Credit Agreement dated as of October 25, 2007 among Kimco Realty
            Corporation, JPMorgan Chase Bank, N.A. and Others


             


            
                	
                             
                            


                             
                            

                        	
                            
                            DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender


                            
                            By: /s/ Brenda Casey


                            
                            Name: Brenda Casey


                            
                            Title: Director


                            
                            By: /s/ J.T. Coe


                            
                            Name: J.T. Coe


                            
                            Title: Managing Director

                            

                        
	
                             
                            

                        	
                            
                            DEUTSCHE BANK SECURITIES, INC., as a Documentation
                            Agent


                            
                            By: /s/ Brenda Casey


                            
                            Name: Brenda Casey


                            
                            Title: Director


                            
                            By: /s/ J.T. Coe


                            
                            Name: J.T. Coe


                            
                            Title: Managing Director

                        
	
                             
                            

                        	
                             
                            

                        


            


             


             


             


             


             


             


             


            
            EXECUTION PAGE TO CREDIT AGREEMENT


             

            
            

            

             


            
            Signature Page to Credit Agreement dated as of October 25, 2007 among
            Kimco Realty Corporation, JPMorgan Chase Bank, N.A. and Others


             


            
                	
                             
                            


                             
                            

                        	
                            
                            ROYAL BANK OF CANADA, as a Lender and as a Documentation
                            Agent


                            
                            By: /s/ Jake Sigmund


                            
                            Name: Jake Sigmund


                            
                            Title: Authorized Signatory

                        
	
                             
                            

                        	
                             
                            

                        
	
                             
                            

                        	
                             
                            

                        


            


             


             


             


             


             


             


             


            
            EXECUTION PAGE TO CREDIT AGREEMENT


             

            
            

            

             


            
            Signature Page to Credit Agreement dated as of October 25, 2007 among
            Kimco Realty Corporation, JPMorgan Chase Bank, N.A. and Others


             


            
                	
                             
                            


                             
                            

                        	
                            
                            THE ROYAL BANK OF SCOTLAND PLC, as a Lender

                            and as a Documentation Agent


                            
                            By: /s/ Brett E. Thompson


                            
                            Name: Brett E. Thompson


                            
                            Title: Vice President

                        
	
                             
                            

                        	
                             
                            

                        
	
                             
                            

                        	
                             
                            

                        


            


             


             


             


             


             


             


             


            
            EXECUTION PAGE TO CREDIT AGREEMENT


             

            
            

            

             


            
            Signature Page to Credit Agreement dated as of October 25, 2007 among
            Kimco Realty Corporation, JPMorgan Chase Bank, N.A. and Others


             


            
                	
                             
                            


                             
                            

                        	
                            
                            THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

                            as a Lender and as a Managing Agent


                            
                            By: /s/ James T. Taylor


                            
                            Name: James T. Taylor


                            
                            Title: Vice President

                        
	
                             
                            

                        	
                             
                            

                        


            


             


             


             


             


             


             


             


            
            EXECUTION PAGE TO CREDIT AGREEMENT


             

            
            

            

             


            
            Signature Page to Credit Agreement dated as of October 25, 2007 among
            Kimco Realty Corporation, JPMorgan Chase Bank, N.A. and Others


             


            
                	
                             
                            


                             
                            

                        	
                            
                            CITICORP NORTH AMERICA, INC., as a Lender

                            and as a Managing Agent


                            
                            By: /s/ Niraj R. Shah


                            
                            Name: Niraj R. Shah


                            
                            Title: Vice President

                        
	
                             
                            

                        	
                             
                            

                        
	
                             
                            

                        	
                             
                            

                        


            


             


             


             


             


             


             


             


            
            EXECUTION PAGE TO CREDIT AGREEMENT


             

            
            

            

             


            
            Signature Page to Credit Agreement dated as of October 25, 2007 among
            Kimco Realty Corporation, JPMorgan Chase Bank, N.A. and Others


             


            
                	
                             
                            


                             
                            

                        	
                            
                            MERRILL LYNCH BANK USA, as a Lender and

                            as a Managing Agent


                            
                            By: /s/ Louis Alder


                            
                            Name: Louis Alder


                            
                            Title: Director

                        
	
                             
                            

                        	
                             
                            

                        
	
                             
                            

                        	
                             
                            

                        


            


             


             


             


             


             


             


            
            EXECUTION PAGE TO CREDIT AGREEMENT


             

            
            

            

             


            
            Signature Page to Credit Agreement dated as of October 25, 2007 among
            Kimco Realty Corporation, JPMorgan Chase Bank, N.A. and Others


             


            
                	
                             
                            


                             
                            

                        	
                            
                            MORGAN STANLEY BANK, as a Lender and as

                            a Managing Agent


                            
                            By: /s/ Daniel Twenge


                            
                            Name: Daniel Twenge


                            
                            Title: Authorized Signatory

                        
	
                             
                            

                        	
                             
                            

                        
	
                             
                            

                        	
                             
                            

                        


            


             


             


             


             


             


             


             


            
            EXECUTION PAGE TO CREDIT AGREEMENT


             

            
            

            

             


            
            Signature Page to Credit Agreement dated as of October 25, 2007 among
            Kimco Realty Corporation, JPMorgan Chase Bank, N.A. and Others


             


            
                	
                             
                            


                             
                            

                        	
                            
                            REGIONS BANK, as a Lender and as a Managing
                            Agent


                            
                            By: /s/ Lori Chambers


                            
                            Name: Lori Chambers


                            
                            Title: Vice President

                        
	
                             
                            

                        	
                             
                            

                        
	
                             
                            

                        	
                             
                            

                        


            


             


             


             


             


             


             


            
            EXECUTION PAGE TO CREDIT AGREEMENT


             

            
            

            

             


            
            Signature Page to Credit Agreement dated as of October 25, 2007 among
            Kimco Realty Corporation, JPMorgan Chase Bank, N.A. and Others


             


            
                	
                             
                            


                             
                            

                        	
                            
                            SUMITOMO MITSUI BANKING CORPORATION,

                            as a Lender and as a Managing Agent


                            
                            By: /s/ David A. Buck


                            
                            Name: David A. Buck


                            
                            Title: Senior Vice President

                        
	
                             
                            

                        	
                             
                            

                        
	
                             
                            

                        	
                             
                            

                        


            


             


             


             


             


             


             


             


            
            EXECUTION PAGE TO CREDIT AGREEMENT


             

            
            

            

             


            
            Signature Page to Credit Agreement dated as of October 25, 2007 among
            Kimco Realty Corporation, JPMorgan Chase Bank, N.A. and Others


             


            
                	
                             
                            


                             
                            

                        	
                            
                            U.S. BANK NATIONAL ASSOCIATION, as a Lender

                            and as a Managing Agent


                            
                            By: /s/ A. Jeffrey Jacobson


                            
                            Name: A. Jeffrey Jacobson


                            
                            Title: Senior Vice President

                        
	
                             
                            

                        	
                             
                            

                        
	
                             
                            

                        	
                             
                            

                        


            


             


             


             


             


             


             


             


            
            EXECUTION PAGE TO CREDIT AGREEMENT


             

            
            

            

             


            
            Signature Page to Credit Agreement dated as of October 25, 2007 among
            Kimco Realty Corporation, JPMorgan Chase Bank, N.A. and Others


             


            
                	
                             
                            


                             
                            

                        	
                            
                            THE BANK OF NEW YORK, as a Lender and

                            as a Co-Agent


                            
                            By: /s/ David Applebaum


                            
                            Name: David Applebaum


                            
                            Title: Vice President

                        
	
                             
                            

                        	
                             
                            

                        
	
                             
                            

                        	
                             
                            

                        


            


             


             


             


             


             


             


             


            
            EXECUTION PAGE TO CREDIT AGREEMENT


             

            
            

            

             


            
            Signature Page to Credit Agreement dated as of October 25, 2007 among
            Kimco Realty Corporation, JPMorgan Chase Bank, N.A. and Others


             


            
                	
                             
                            


                             
                            

                        	
                            
                            BARCLAYS BANK PLC, as a Lender and

                            as a Co-Agent


                            
                            By: /s/ Nicholas Bell


                            
                            Name: Nicholas Bell


                            
                            Title: Director

                        
	
                             
                            

                        	
                             
                            

                        
	
                             
                            

                        	
                             
                            

                        


            


             


             


             


             


             


             


             


            
            EXECUTION PAGE TO CREDIT AGREEMENT


             

            
            

            

             


            
            Signature Page to Credit Agreement dated as of October 25, 2007 among
            Kimco Realty Corporation, JPMorgan Chase Bank, N.A. and Others


             


            
                	
                             
                            


                             
                            

                        	
                            
                            EUROHYPO AG, NEW YORK BRANCH,

                            as a Lender and as a Co-Agent


                            
                            By: /s/ John Lippmann


                            
                            Name: John Lippmann


                            
                            Title: Director


                             
                            


                             
                            


                            
                            By: /s/ John Hayes


                            
                            Name: John Hayes


                            
                            Title: Vice President

                        
	
                             
                            

                        	
                             
                            

                        
	
                             
                            

                        	
                             
                            

                        


            


             


             


             


             


             


             


             


            
            EXECUTION PAGE TO CREDIT AGREEMENT


             

            
            

            

             


            
            Signature Page to Credit Agreement dated as of October 25, 2007 among
            Kimco Realty Corporation, JPMorgan Chase Bank, N.A. and Others


             


            
                	
                             
                            


                             
                            

                        	
                            
                            SUNTRUST BANK, as a Lender and as a Co-Agent


                            
                            By: /s/ Nancy B. Richards


                            
                            Name: Nancy B. Richards


                            
                            Title: Senior Vice President

                        
	
                             
                            

                        	
                             
                            

                        
	
                             
                            

                        	
                             
                            

                        


            


             


             


             


             


             


             


             


            
            EXECUTION PAGE TO CREDIT AGREEMENT


             

            
            

            

             


            
            Signature Page to Credit Agreement dated as of October 25, 2007 among
            Kimco Realty Corporation, JPMorgan Chase Bank, N.A. and Others


             


            
                	
                             
                            


                             
                            

                        	
                            
                            WELLS FARGO BANK NATIONAL ASSOCIATION,

                            as a Lender and as a Co-Agent


                            
                            By: /s/ William A. Jordan


                            
                            Name: William A. Jordan


                            
                            Title: Vice President

                        
	
                             
                            

                        	
                             
                            

                        
	
                             
                            

                        	
                             
                            

                        


            


             


             


             


             


             


             


             


            
            EXECUTION PAGE TO CREDIT AGREEMENT


             

            
            

            

             


            
            Signature Page to Credit Agreement dated as of October 25, 2007 among
            Kimco Realty Corporation, JPMorgan Chase Bank, N.A. and Others


             


            
                	
                             
                            


                             
                            

                        	
                            
                            BANCO POPULAR DE PUERTO RICO, as a Lender


                            
                            By: /s/ Hector J. Gonzalez


                            
                            Name: Hector J. Gonzalez


                            
                            Title: Vice President

                        
	
                             
                            

                        	
                             
                            

                        
	
                             
                            

                        	
                             
                            

                        


            


             


             


             


             


             


             


             


            
            EXECUTION PAGE TO CREDIT AGREEMENT


             

            
            

            

             


            
            Signature Page to Credit Agreement dated as of October 25, 2007 among
            Kimco Realty Corporation, JPMorgan Chase Bank, N.A. and Others


             


            
                	
                             
                            


                             
                            

                        	
                            
                            MIZUHO CORPORATE BANK (USA), as a Lender


                            
                            By: /s/ Noel Purcell


                            
                            Name: Noel Purcell


                            
                            Title: Senior Vice President

                        
	
                             
                            

                        	
                             
                            

                        
	
                             
                            

                        	
                             
                            

                        


            


             


             


             


             


             


             


             


            
            EXECUTION PAGE TO CREDIT AGREEMENT


             

            
            

            

             


            
            Signature Page to Credit Agreement dated as of October 25, 2007 among
            Kimco Realty Corporation, JPMorgan Chase Bank, N.A. and Others


             


            
                	
                             
                            


                             
                            

                        	
                            
                            KEYBANK NATIONAL ASSOCIATION, as a Lender


                            
                            By: /s/ John Scott


                            
                            Name: John Scott


                            
                            Title: Vice President

                        
	
                             
                            

                        	
                             
                            

                        
	
                             
                            

                        	
                             
                            

                        


            


             


             


             


             


             


             


             


            
            EXECUTION PAGE TO CREDIT AGREEMENT


             

            
            

            

             


            
            Signature Page to Credit Agreement dated as of October 25, 2007 among
            Kimco Realty Corporation, JPMorgan Chase Bank, N.A. and Others


             


            
                	
                             
                            


                             
                            

                        	
                            
                            CHANG HWA COMMERCIAL BANK, LTD.,

                            NEW YORK BRANCH, as a Lender


                            
                            By: /s/ Jim C.Y. Chen


                            
                            Name: Jim C.Y. Chen


                            
                            Title: VP & General Manager

                        
	
                             
                            

                        	
                             
                            

                        
	
                             
                            

                        	
                             
                            

                        


            


             


             


             


             


             


             


             


            
            EXECUTION PAGE TO CREDIT AGREEMENT


             

            
            

            

             


            
            Signature Page to Credit Agreement dated as of October 25, 2007 among
            Kimco Realty Corporation, JPMorgan Chase Bank, N.A. and Others


             


            
                	
                             
                            


                             
                            

                        	
                            
                            MANUFACTURERS AND TRADERS TRUST COMPANY,

                            as a Lender


                            
                            By: /s/ James Morris


                            
                            Name: James Morris


                            
                            Title: Vice President

                        
	
                             
                            

                        	
                             
                            

                        
	
                             
                            

                        	
                             
                            

                        


            


             


             


             


             


             


             


             


            
            EXECUTION PAGE TO CREDIT AGREEMENT


             

            
            

            

             


            
            Signature Page to Credit Agreement dated as of October 25, 2007 among
            Kimco Realty Corporation, JPMorgan Chase Bank, N.A. and Others


             


            
                	
                             
                            


                             
                            

                        	
                            
                            THE CHIBA BANK, LTD., NEW YORK BRANCH,

                            as a Lender


                            
                            By: /s/ Morio Tsumita


                            
                            Name: Morio Tsumita


                            
                            Title: General Manager

                        
	
                             
                            

                        	
                             
                            

                        
	
                             
                            

                        	
                             
                            

                        


            


             


             


             


             


             


             


             


            
            EXECUTION PAGE TO CREDIT AGREEMENT


             

            
            

            

             


            
            Signature Page to Credit Agreement dated as of October 25, 2007 among
            Kimco Realty Corporation, JPMorgan Chase Bank, N.A. and Others


             


            
                	
                             
                            


                             
                            

                        	
                            
                            UNION BANK OF CALIFORNIA, N.A., as a Lender


                            
                            By: /s/ Jack Kissane


                            
                            Name: Jack Kissane


                            
                            Title: Vice President

                        
	
                             
                            

                        	
                             
                            

                        
	
                             
                            

                        	
                             
                            

                        


            


             


             


             


             


             


             


             


            
            EXECUTION PAGE TO CREDIT AGREEMENT


             

            
            

            

             


            
            Signature Page to Credit Agreement dated as of October 25, 2007 among
            Kimco Realty Corporation, JPMorgan Chase Bank, N.A. and Others


             


            
                	
                             
                            


                             
                            

                        	
                            
                            MEGA INTERNATIONAL COMMERCIAL BANK CO.,

                            LTD. NEW YORK BRANCH, as a Lender


                            
                            By: /s/ Tsang-Pei Hsu


                            
                            Name: Tsang-Pei Hsu


                            
                            Title: VP & Deputy GM

                        
	
                             
                            

                        	
                             
                            

                        
	
                             
                            

                        	
                             
                            

                        


            


             


             


             


             


             


             


             


            
            EXECUTION PAGE TO CREDIT AGREEMENT