EX-10.6

EXHIBIT 10.6

$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

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TABLE OF CONTENTS

		PAGE
ARTICLE I	DEFINITIONS	167

SECTION 1.1 Defined Terms 167

SECTION 1.2 Other Definitional Provisions; Interpretation 189

SECTION 1.3 Accounting Terms; GAAP 189

SECTION 1.4 Exchange Rates 190

ARTICLE II THE LOANS 190

SECTION 2.1 Competitive Bid Procedure 190

SECTION 2.2 Loans; Etc. 192

SECTION 2.3 Prepayments 195

SECTION 2.4 Conversion and Continuation Options 195

SECTION 2.5 Fees 195

SECTION 2.6 Interest Rates and Payment Dates 196

SECTION 2.7 Computation of Interest and Fees 197

SECTION 2.8 Inability to Determine Interest Rate 197

SECTION 2.9 Pro Rata Treatment and Payments 198

SECTION 2.10 Illegality 199

SECTION 2.11 Requirements of Law 199

SECTION 2.12 Taxes 201

SECTION 2.13 Indemnity 203

SECTION 2.14 Change of Lending Office 203

SECTION 2.15 Replacement of Lenders under Certain Circumstances 204

SECTION 2.16 Additional Reserve Costs 204

ARTICLE III LETTERS OF CREDIT 205

SECTION 3.1 L/C Commitment 205

SECTION 3.2 Procedure for Issuance of Letters of Credit 205

SECTION 3.3 Fees and Other Charges 206

SECTION 3.4 L/C Participations 206

SECTION 3.5 Reimbursement Obligation of the Borrowers 207

SECTION 3.6 Obligations Absolute 208

SECTION 3.7 Letter of Credit Payments 209

SECTION 3.8 Applications 209

SECTION 3.9 Replacement of the Issuing Lender; Alternate Issuing Lender 209

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SECTION 3.10 Existing Letters of Credit 209

ARTICLE IV REPRESENTATIONS AND WARRANTIES 210

SECTION 4.1 Financial Condition 210

SECTION 4.2 No Change 210

SECTION 4.3 Corporate Existence; Compliance with Law 210

SECTION 4.4 Corporate Power; Authorization; Enforceable Obligations 211

SECTION 4.5 No Legal Bar 211

SECTION 4.6 No Material Litigation 212

SECTION 4.7 No Default 212

SECTION 4.8 Ownership of Property 212

SECTION 4.9 Intellectual Property 212

SECTION 4.10 No Burdensome Restrictions; Disclosure 212

SECTION 4.11 Taxes 212

SECTION 4.12 Federal Regulations 213

SECTION 4.13 ERISA 213

SECTION 4.14 Investment Company Act; Other Regulations 213

SECTION 4.15 [Reserved] 213

SECTION 4.16 Purpose 213

SECTION 4.17 Environmental Matters 214

SECTION 4.18 Insurance 214

SECTION 4.19 Condition of Properties 215

SECTION 4.20 Benefit of Loans 215

SECTION 4.21 REIT Status 215

SECTION 4.22 Solvency 215

ARTICLE V CONDITIONS 216

SECTION 5.1 Conditions to Effectiveness / Effective Date 216

SECTION 5.2 Conditions to Each Extension of Credit 218

ARTICLE VI AFFIRMATIVE COVENANTS 218

SECTION 6.1 Financial Statements 218

SECTION 6.2 Certificates; Other Information 219

SECTION 6.3 Payment of Obligations 219

SECTION 6.4 Maintenance of Existence, etc. 220

SECTION 6.5 Maintenance of Property; Insurance 220

SECTION 6.6 Inspection of Property; Books and Records; Discussions 220

SECTION 6.7 Notices 220

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SECTION 6.8 Environmental Laws 221

SECTION 6.9 Baseline Conditions 222

ARTICLE VII NEGATIVE COVENANTS 222

SECTION 7.1 Financial Covenants 222

SECTION 7.2 Limitation on Certain Fundamental Changes 223

SECTION 7.3 [Reserved] 224

SECTION 7.4 Limitation on Investments, Loans and Advances 224

SECTION 7.5 Limitation on Transactions with Affiliates 224

SECTION 7.6 Limitation on Changes in Fiscal Year 224

SECTION 7.7 Limitation on Lines of Business; Issuance of Commercial Paper; Creation of Subsidiaries; Negative Pledges; Swap Agreements 224

ARTICLE VIII EVENTS OF DEFAULT 225

ARTICLE IX THE AGENTS 228

SECTION 9.1 The Agents 228

SECTION 9.2 Indemnification 230

SECTION 9.3 The Syndication Agents, Documentation Agents, Managing Agents,
Co-Agents, Arrangers, and Bookrunners 230

ARTICLE X MISCELLANEOUS 231

SECTION 10.1 Amendments and Waivers 231

SECTION 10.2 Notices 231

SECTION 10.3 No Waiver; Cumulative Remedies 232

SECTION 10.4 Survival of Representations and Warranties 232

SECTION 10.5 Payment of Expenses and Taxes 233

SECTION 10.6 Successors and Assigns 233

SECTION 10.7 Disclosure 236

SECTION 10.8 Increases of Revolving Credit Facility 236

SECTION 10.9 Extension of Maturity Date 237

SECTION 10.10 Subsidiary Borrowers and Subsidiary Guarantors 238

SECTION 10.11 Adjustments; Set-off 239

SECTION 10.12 Counterparts 240

SECTION 10.13 Severability 240

SECTION 10.14 Integration 240

SECTION 10.15 GOVERNING LAW 240

SECTION 10.16 Submission to Jurisdiction; Waivers 240

SECTION 10.17 Acknowledgments 241

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SECTION 10.18 WAIVERS OF JURY TRIAL 241

SECTION 10.19 Confidentiality 241

SECTION 10.20 Judgment Currency 242

SECTION 10.21 USA Patriot Act 242

SECTION 10.22 Sharing Event 243

ARTICLE XI GUARANTEE BY KIMCO 245

SECTION 11.1 Guarantee 245

SECTION 11.2 Guaranteed Obligations Not Waived 245

SECTION 11.3 Guarantee of Payment 245

SECTION 11.4 No Discharge or Diminishment of Guarantee 246

SECTION 11.5 Defenses Waived; Maturity of Guaranteed Obligations 246

SECTION 11.6 Agreement to Pay; Subordination 247

SECTION 11.7 Reinstatement 247

SECTION 11.8 Information 247

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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

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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.

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“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

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	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

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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.

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“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

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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.

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“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.

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“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

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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

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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:

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(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.

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“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.

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“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

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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

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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)

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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

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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;

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“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.

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“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.

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“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

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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

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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.

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“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

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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:

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(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

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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

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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

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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

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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.

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(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.

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(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

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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

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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

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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.

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(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

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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.

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(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

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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.

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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

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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

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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.

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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.

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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

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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

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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

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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

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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

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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,

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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.

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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

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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.

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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

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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

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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;

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(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

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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).

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(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.

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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,

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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

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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

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(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

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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

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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

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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.

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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:

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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, 4^th 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.

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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

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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

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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

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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

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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

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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

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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

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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;

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(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

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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

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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

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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

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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

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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

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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]

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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

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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

249

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

250

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

251

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

252

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

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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

254

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

255

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

256

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

257

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

258

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

259

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

260

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

261

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

262

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

263

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

264

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

265

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

266

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

267

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

268

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

269

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

270

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

271

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

272

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

273

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

274

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

275

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

276

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

277

Final Version

EXHIBIT A TO CREDIT AGREEMENT

[FORM OF]

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (this "Assignment and Assumption") is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the "Assignor") and [Insert name of Assignee] (the "Assignee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the "Credit Agreement"), receipt of a copy of which (and any other Loan Documents requested by Assignee) is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (a) all of the Assignor's rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including participations in Letters of Credit and unreimbursed Letter of Credit disbursements held by the Assignor on the date hereof) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of act ion and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the "Assigned Interest"). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1.	Assignor:
2.	Assignee:
		[which is an Affiliate/Approved Fund of [identify Lender]1]
3.	Borrower(s):	Kimco Realty Corporation, and any Subsidiary Borrowers under the Credit Agreement
4.	Administrative Agent:	JPMorgan Chase Bank, N.A., as the administrative agent under the Credit Agreement
5.	Credit Agreement:	The $1,500,000,000 Credit Agreement dated as of October 25,2007 among Kimco Realty Corporation, the Subsidiary Borrowers parties thereto, the Lenders and Issuing Lender parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents parties thereto, as amended from time to time
6.	Assigned Interest:

	Aggregate Amount of		Amount of
	Commitment/Loans for		Commitment/Loans	Percentage Assigned of
Facility Assigned2	all Lenders		Assigned	Commitment/Loans3
Tranche A Commitment	[$]	[$]		%
Tranche B Commitment	[$]	[$]		%
Revolving Commitment	[$]	[$]		%

1   Select as applicable.

2   Revolving Credit (includes participations in Letters of Credit) / Competitive Loans

3   Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

278

Effective Date:                                , 20_ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR. ]

The Assignee (in the case of an Assignee that is not a Lender) agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contracts to whom all syndicate-level information (which may contain material non-public information about loan parties and their related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance prodedures and applicable laws, including federal and state securities laws.

279

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR

[NAME OF ASSIGNOR]

By:                                                               

Name:

Title:

ASSIGNEE

[NAME OF ASSIGNEE]

By:                                                              

Name:

Title:

[Consented to and]⁴ Accepted:

JPMORGAN CHASE BANK, N.A., as Administrative Agent

By                                                              

Name:

Title:

[Consented to:]⁵

KIMCO REALTY CORPORATION

By                                                              

Name:

Title:

4   To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

5   To be added only if the consent of Kim co is required by the terms of the Credit Agreement.

280

ANNEX 1

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of any Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or ob servance by any Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date specified in this Assignment and Assumption, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements [referred to in Section 4.1 thereof] [d elivered pursuant to Sections 6.1 and 6.2 thereof, as applicable],⁶ and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and (v) attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, pursuant to Section 2.12(b) (with respect to Non U.S. Lenders) or Section 2.12(c) (with respect to U.S. Lenders) thereof), duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, cont inue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2. Payments. From and after the aforesaid Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding such Effective Date and to the Assignee for amounts which have accrued from and after such Effective Date.

3. General Provis laions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption 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 Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, thew of the State of New York.

6   Select as applicable.

281

EXHIBIT B-1 TO CREDIT AGREEMENT

[FORM OF]

REVOLVlNG CREDIT NOTE

$[        ]

New York, New York                          ,200      

FOR VALUE RECEIVED, the undersigned,                                          , a                                           [corporation] [limited liability company] [partnership] (the "Borrower"), hereby unconditionally                        promises to pay to the order of                                                                 (the "Lender") at the office of JPMorgan Chase Bank, N.A., located at 270 Park Avenue, New York, New York 10017 (or at such other address as the Administrative Agent may hereafter specify by notice to the Borrower), in immediately available funds, on the date or dates specified in the Credit Agreement referred to below, the aggregate unpaid principal amount of all Revolving Credit Loans made by the Lender to the Borrower pursuant to Section 2.2 of the Credit Agreement. All payments due to the Lender hereunder shall be made to the Lender at the place, in the currency and in the manner specified in such Credit Agreement. The Borrower further agrees to pay interest in like money at such office on the unpaid principal am ount hereof from time to time outstanding at the rates and on the dates specified in Section 2.6 of such Credit Agreement.

The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type, currency and amount of each Revolving Credit Loan made pursuant to the Credit Agreement, 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 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. Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed, provided that the failure of the holder of this Note to make any such endorsement or any error in any such endorsement shall not affect the obli gations of the Borrower in respect of such Revolving Credit Loan.

This Note (a) is one of the Revolving Credit Notes referred to in the Credit Agreement dated as of October 25, 2007 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement") among Kimco Realty Corporation, a Mary land corporation, the Subsidiary Borrowers from time to time parties thereto, the several banks, financial institutions and other entities from time to time parties thereto (collectively, the "Lenders"), the Issuing Lender party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents parties thereto, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional prepayment in whole or in part as provided in the Credit Agreement. This Note is guaranteed as provided in the Credit Agreement and the Subsidiary Guarantees, if any.

Upon the occurrence of anyone or more of the Events of Default, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement.

All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind.

[Remainder of page intentionally left blank]

282

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

[KIMCO REALTY CORPORATION]

By:                                                               

Name:

Title:

283

Schedule A

To Revolving Credit Note

LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS (ALL IN U.S. DOLLARS)

					Amount of
				Amount of	ABR Loans	Unpaid
	Tranche A		Amount	Principal of	Converted to	Principal
	or	Amount of	Converted to	ABR Loans	Eurocurrency	Balance of	Notation
Date	Tranche B	ABR Loans	ABR Loans	Repaid	Loans	ABR Loans	Made By

284

Schedule B

To Revolving Credit Note

LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY LOANS

			Amount	Interest
			Converted to	Period and		Amount of	Unpaid
		Currency and	or Continued	Eurocurrency	Amount of	Eurocurrency	Principal
	Tranche A	Amount of	as	Rate with	Principal of	Loans	Balance of
	or	Eurocurrency	Eurocurrency	Respect	Eurocurrency	Converted to	Eurocurrency	Notation
Date	Tranche B	Loans	Loans	Thereto	Loans Repaid	ABR Loans	Loans	Made By

285

Schedule C

To Revolving Credit Note

LOANS AND REPAYMENTS OF MONEY MARKET LOANS (ALL IN U.S. DOLLARS)

			Amount of Principal	Unpaid Principal
	Amount of Money	Money Market Loan	of Money Market	Balance of Money
Date	Market Loans	Maturity Date	Loans Repaid	Market Loans	Notation Made By

286

EXHIBIT B-2 TO CREDIT AGREEMENT

[FORM OF]

COMPETITIVE LOAN NOTE

$[                ]

New York, New York, 200  

FOR VALUE RECEIVED, KIMCO REALTY CORPORATION, a Maryland

corporation ("Kimco"), hereby unconditionally promises to pay to the order of                                           (the "Lender") at the office of JPMorgan Chase Bank, N.A., located at 270 Park Avenue, New York, New York 10017 (or such other address as the Administrative Agent may hereafter specify by notice to Kimco), in immediately available funds, on the date or dates specified in the Credit Agreement referred to below, the aggregate unpaid principal amount of all Competitive Loans made by the Lender to Kimco pursuant to Section 2.1 of the Credit Agreement. All payments due to the Lender hereunder shall be made to the Lender at the place, in the currency and in the manner specified in such Credit Agreement. Kimco further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.6 of such Credit Agreement.

The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Competitive Loan made by the Lender to Kimco, and the date and amount of each payment or prepayment of principal thereof. Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed, provided that the failure of the holder of this Note to make any such endorsement or any error in any such endorsement shall not affect the obligations of Kimco in respect of such Competitive Loan.

This Note (a) is one of the Competitive Notes referred to in the Credit Agreement dated as of October [ ], 2007 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement") among Kimco, the Subsidiary Borrowers from time to time parties thereto, the several banks, financial institutions and other entities from time to time parties thereto (collectively, the "Lenders"), the Issuing Lender party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents parties thereto, (b) is subject to the provisions of the Credit Agreement, (c) is subject to optional prepayments of Competitive Loans upon the terms and conditions specified therein and (d) evidences Competitive Loans made by the Lender thereunder. This Note is guaranteed as provided in the Subsidiary Guarantees, if any.

Upon the occurrence of anyone or more of the Events of Default, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement.

All parties now or hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind.

[Remainder of page intentionally left blank]

287

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

KIMCO REALTY CORPORATION

By:                                                          

Name: Glenn G. Cohen

Title: Vice President & Treasurer

288

SCHEDULE OF COMPETITIVE LOANS

This Note evidences Competitive Loans made under the within-described Credit Agreement to Kimco, on the dates, in the principal amounts, of the Types, bearing interest at the rates and maturing on the dates set forth below, subject to the payments and prepayments of principal set forth below:

	Principal
Date	Amount	Type		Maturity	Amount	Unpaid
of	of	of	Interest	Date of	Paid or	Principal	Notation
Loan	Loan	Loan	Rate	Loan	Prepaid	Amount	Made by

289

EXHIBIT C

TO CREDIT AGREEMENT

[FORM OF] SUBSIDIARY GUARANTEE

SUBSIDIARY GUARANTEE, dated as of [

] (as amended, supplemented or otherwise modified from time to time, this "Subsidiary Guarantee"), made by each of the subsidiaries of KIMCO REALTY CORPORATION that are signatories hereto (the "Subsidiary Guarantors"), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the "Administrative Agent") for the several banks, financial institutions and other entities from time to time parties to the Credit Agreement (the "Lenders"), dated as of October 25, 2007 (as the same may be amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among KIMCO REALTY CORPORATION ("Kimco"), the Subsidiaries of Kimco from time to time parties thereto (the "Subsidiary Borrowers"; together with Kimco, the "Borrowers"), the Lenders, the Issuing Lender party thereto, the Adminis trative Agent, and the other agents parties thereto.

WITNESSETH:

WHEREAS, pursuant to the Credit Agreement, the Lenders and the Issuing Lender, as the case may be, have severally agreed to make Revolving Credit Loans to, and to issue or participate in Letters of Credit for the account of, the Borrowers, and may make Competitive Loans to Kimco, upon the terms and subject to the conditions set forth therein (the "Extensions of Credit");

WHEREAS, Kimco owns directly or indirectly all or a portion of the issued and outstanding Capital Stock of each Subsidiary Guarantor;

WHEREAS, the proceeds of the Extensions of Credit will be used in part to enable the Borrowers to make valuable transfers to each Subsidiary Guarantor in connection with the operation of its business; and

WHEREAS, the Borrowers and the Subsidiary Guarantors are engaged in related businesses, and each Subsidiary Guarantor will derive substantial direct and indirect benefit from the making of and/or the availability of the Extensions of Credit;

NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent, the Issuing Lender and the Lenders to enter into the Credit Agreement and to induce the Lenders and the Issuing Lender, as the case may be, to make their respective Revolving Credit Loans and Competitive Loans to, and to issue or participate in Letters of Credit for the account of, the Borrowers under the Credit Agreement, the Subsidiary Guarantors hereby agree with the Administrative Agent, for the ratable benefit of the Administrative Agent, the Lenders and the Issuing Lender, as follows:

1.

Defined Terms. (a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

(b)

As used herein, "Obligations" means the collective reference to the unpaid principal of and interest on the Competitive Loans, the Revolving Credit Loans, the Notes, the Reimbursement Obligations and all other obligations and liabilities of the Borrowers to the Administrative Agent, the Issuing Lender or the Lenders (including, without limitation, interest accruing at the then applicable rate provided in the Credit Agreement after the maturity of the Competitive Loans, Revolving Credit Loans and Reimbursement Obligations and interest accruing at the then applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrowers, whether or not a claim for post-filing or post­petition interest is allowed in such proceeding), whether direct or indirect, absolute or contingent, due or to become due, now existin g or hereafter incurred, which may arise under, out of, or in connection with, the Credit Agreement, the Notes, the other Loan Documents, the Letters of Credit or any other document made, delivered or given in connection therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise and whether pre-judgment or post-judgment (including, without limitation, all fees and disbursements of counsel to the Administrative Agent, the Issuing Lender or the Lenders that are required to be paid by the Borrowers pursuant to the terms of the Credit Agreement or any other Loan Document).

(c)

The words "hereof," "herein" and "hereunder" and words of similar import when used in this Subsidiary Guarantee shall refer to this Subsidiary Guarantee as a whole and not to any particular provision of this Subsidiary Guarantee, and section references are to this Subsidiary Guarantee 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.

290

2.

Subsidiary Guarantee. (a) Subject to the provisions of Section 2(b), each Subsidiary Guarantor hereby, jointly and severally, absolutely, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Administrative Agent, the Lenders and the Issuing Lender and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations.

(b)

Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors.

(c)

Each Subsidiary Guarantor further agrees to pay any and all expenses (whether pre- judgment or post-judgment and including, without limitation, all fees and disbursements of counsel) which may be paid or incurred by the Administrative Agent, the Issuing Lender or any Lender in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Subsidiary Guarantor under this Subsidiary Guarantee. This Subsidiary Guarantee shall remain in full force and effect until the Obligations are paid in full in cash, the Commitments are terminated and no Letters of Credit shall be outstanding, notwithstanding that from time to time prior thereto the Borrowers or any of them may be free from any Obligations.

(d)

Each Subsidiary Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing this Subsidiary Guarantee or affecting the rights and remedies of the Administrative Agent, the Issuing Lender or any Lender hereunder.

(e)

No payment or payments made by any Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent, the Issuing Lender or any Lender from any Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment or payments other than payments made by such Subsidiary Guarantor in respect of the Obligations or payments received or collected from such Subsidiary Guarantor in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such Subsidiary Guarantor hereunder until the Obligations are paid in full i n cash, the Commitments are terminated and no Letters of Credit shall be outstanding.

(f)

Each Subsidiary Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent, the Issuing Lender or any Lender on account of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under this Subsidiary Guarantee for such purpose.

3.

Right of Contribution. Each Subsidiary Guarantor hereby agrees that to the extent that a Subsidiary Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Subsidiary Guarantor shall be entitled to seek and receive contribution from and against any other Subsidiary Guarantor hereunder who has not paid its proportionate share of such payment. Each Subsidiary Guarantor's right of contribution shall be subject to the terms and conditions of Section 5 hereof. The provisions of this Section 3 shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Administrative Agent, the Issuing Lender and the Lenders, and each Subsidiary Guarantor shall remain liable to the Administrative Agent, the Issuing Lender and the Lenders for the full amount guaranteed by such Subsidiary Guarantor hereunder.

4.

Right of Set-off. If an Event of Default shall have occurred and be continuing, the Administrative Agent, the Issuing Lender and each Lender are hereby authorized, without notice to such Subsidiary Guarantor or any other Subsidiary Guarantor, any such notice being expressly waived by each Subsidiary Guarantor, to set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, 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 the Administrative Agent, the Issuing Lender or such Lender to or for the credit or the account of such Subsidiary Guarantor, or any part thereof, in such amounts as the Administrative Agent, the Issuing Lender or such Lender may elect, against and on account of the obligations and liabilities of such Subsidiary Guarantor to the Administrative Agent, the Issuing Lender or such Lender hereunder and claims of every nature and description of the Administrative Agent, the Issuing Lender or such Lender against such Subsidiary Guarantor, in any currency, whether arising hereunder, under the Credit Agreement, any Note, any other Loan Documents or otherwise, as the Administrative Agent, the Issuing Lender or such Lender may elect, whether or not the Administrative Agent, the Issuing Lender or any Lender has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Administrative Agent, the Issuing Lender and each Lender shall notify such Subsidiary Guarantor promptly of any such set-off and the application made by the Administrative Agent, the Issuing Lender or such Lender, provided that the failure to give such notice shall not affect the validity of such set -off and application. The rights of the Administrative Agent, the Issuing Lender and each Lender under this Sec tion 4 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Administrative Agent, the Issuing Lender or such Lender may have.

291

5.

No Subrogation. Notwithstanding any payment or payments made by any of the Subsidiary Guarantors hereunder or any set -off or application of funds of any of the Subsidiary Guarantors by the Administrative Agent, the Issuing Lender or any Lender, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent, the Issuing Lender or any Lender against any Borrower or any other Subsidiary Guarantor or guarantee or right of offset held by the Issuing Lender or any Lender for the payment of the Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from any Borrower or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Administrative Agent, the Issuing Lender and the Lenders by the Borrowers on account of the Obligations are paid in full in cash, the Commitments are terminated and no Letter o f Credit remains outstanding. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full in cash, such amount shall be held by such Subsidiary Guarantor in trust for the Administrative Agent, the Issuing Lender and the Lenders, shall be segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Administrative Agent in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

6.

Amendments. etc. with respect to the Obligations: Waiver of Rights. Each Subsidiary Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Subsidiary Guarantor and without notice to or further assent by any Subsidiary Guarantor, any demand for payment of any of the Obligations made by the Administrative Agent, the Issuing Lender or any Lender may be rescinded by such party and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent, the Issuing Lender or any Lender, and the Credit Agreement, the Notes and the other Loan Documents and any other documents executed and delivered in connection therewith may be amende d, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (the Issuing Lender, all of the Lenders and/or the Required Lenders, as the case may be) may deem advisable from time to time, and any guarantee or right of offset at any time held by the Administrative Agent, the Issuing Lender or any Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. When making any demand hereunder against any of the Subsidiary Guarantors, the Administrative Agent, the Issuing Lender or any Lender may, but shall be under no obligation to, make a similar demand on the Borrowers or any other Subsidiary Guarantor or guarantor, and any failure by the Administrative Agent, the Issuing Lender or any Lender to make any such demand or to collect any payments from the Borrowers or any such other Subsidiary Guarantor or guarantor or any release of any Borrower or such other Subsidiary Guarantor or guarantor shall not relieve any of the Subsidiary Guarantors in re spect of which a demand or collection is not made or any of the Subsidiary Guarantors not so released of their joint and several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent, the Issuing Lender or any Lender against any of the Subsidiary Guarantors. For the purposes hereof, "demand" shall include the commencement and continuance of any legal proceedings.

7.

Guarantee Absolute and Unconditional. Each Subsidiary Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent, the Issuing Lender or any Lender upon this Subsidiary Guarantee or acceptance of this Subsidiary Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Subsidiary Guarantee; and all dealings between the Borrowers and any of the Subsidiary Guarantors, on the one hand, and the Administrative Agent, the Issuing Lender and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Subsidiary Guarantee. Each Subsidiary Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrowers or any of the Subsidiary Guarantors with respect to the Obligations. Each Subsidiary Guarantor understands and agrees that this Subsidiary Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Note or any other Loan Document, any of the Obligations or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, the Issuing Lender or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower or any Subsidiary Guarantor or other obligor in respect of any of the Obligations against the Administrative Agent, the Issuing Lender or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers or such Subsidiary Guarantor) which constitutes, or might be construed t o constitute, an equitable or legal discharge of any Borrower for the Obligations, or of such Subsidiary Guarantor under this Subsidiary Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Subsidiary Guarantor, the Administrative Agent, the Issuing Lender and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against any Borrower or any other Person or against any guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, the Issuing Lender or any Lender to pursue such other rights or remedies or to collect any payments from any Borrower or any such other Person or to realize upon any such guarantee or to exercise any such right of offset, or any release of any Borrower or any such other Person or any guarantee or right of offset, shall not relieve such Subsidiary Guarantor of any liability hereunder, and shall

292

not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, the Issuing Lender and the Lenders against such Subsidiary Guarantor. This Subsidiary Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Subsidiary Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent, the Issuing Lender and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Subsidiary Guarantor under this Subsidiary Guarantee shall have been satisfied by payment in full in cash, the Commitments shall be terminated and no Letter of Credit remains outstanding, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Obligations.

8.

Reinstatement. Notwithstanding anything to the contrary in this Subsidiary Guarantee, this Subsidiary Guarantee shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent, the Issuing Lender or any Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Borrower or any Subsidiary Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any Borrower or any Subsidiary Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made.

9.

Payments. Each Subsidiary Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim, in the currency of the applicable Obligation, at the office of the Administrative Agent located at 270 Park Avenue, New York, New York 10017 or to such other office as the Administrative Agent may hereafter specify by notice to such Subsidiary Guarantor.

10.

Representations and Warranties: Covenants. (a) Each Subsidiary Guarantor hereby represents and warrants that (i) the Baseline Conditions relating to it are satisfied in all material respects on and as of the date hereof; and (ii) it is a Wholly Owned Subsidiary, provided that each reference in any representation and warranty to any Borrower's knowledge shall, for the purposes of this paragraph (a), be deemed to be a reference to such Subsidiary Guarantor's knowledge.

(b)

Each Subsidiary Guarantor hereby covenants and agrees with the Administrative Agent, the Issuing Lender and each Lender that, from and after the date of this Subsidiary Guarantee until the Obligations are paid in full in cash, no Letter of Credit remains outstanding and the Commitments are terminated, such Subsidiary Guarantor shall take, or shall refrain from taking, as the case may be, all actions that are necessary to be taken or not taken so that no violation of any provision, covenant or agreement contained in Articles VI or VII of the Credit Agreement, and so that no Default or Event of Default, is caused by any act or failure to act of such Subsidiary Guarantor or any of its Subsidiaries.

11.

Authority of Agent. Each Subsidiary Guarantor acknowledges that the rights and responsibilities of the Administrative Agent under this Subsidiary Guarantee with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Subsidiary Guarantee shall, as between the Administrative Agent, the Issuing Lender and the Lenders, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Administrative Agent and such Subsidiary Guarantor, the Administrative Agent shall be conclusively presumed to be acting as agent for the Issuing Lender and the Lenders with full and valid authority so to act or refrain from acting, and no Subsidiary Guarantor shall be under any obligation, or entitlement, t o make any inquiry respecting such authority.

12.

Notices. All notices, requests and demands pursuant hereto shall be made in accordance with Section 10.2 of the Credit Agreement, provided that any such notice, request or demand to or upon any Subsidiary Guarantor shall be addressed to such Subsidiary Guarantor at the notice address set forth under its signature below.

13.

Counterparts. This Subsidiary Guarantee may be executed by one or more of the Subsidiary Guarantors 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 counterparts of this Subsidiary Guarantee signed by all the Subsidiary Guarantors shall be lodged with the Administrative Agent. Delivery of an executed counterpart of a signature page of this Subsidiary Guarantee 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 Subsidiary Guarantee.

14.

Severability. Any provision of this Subsidiary Guarantee 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.

15.

Integration. This Subsidiary Guarantee represents the entire agreement of each Subsidiary Guarantor with respect to the subject matter hereof and there are no promises or representations by the Administrative Agent, the Issuing Lender or any Lender relative to the subject matter hereof not reflected herein.

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16.

Amendments in Writing: No Novation: No Waiver: Cumulative Remedies. (a) None of the terms or provisions of this Subsidiary Guarantee may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the affected Subsidiary Guarantor(s) and the Administrative Agent in accordance with Section 10.1 of the Credit Agreement.

(b)

Neither the Administrative Agent, nor the Issuing Lender, nor any Lender shall by any act (except by a written instrument pursuant to Section l6(a) hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part of the Administrative Agent, the Issuing Lender or any Lender, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Administrative Agent, the Issuing Lender or any Lender of any right or remedy hereunder on anyone occasion shall not be construed as a bar to any right or remedy which the Administrative Agent, the Issuing Lender or such Lender would otherwise have on any future occasion.

(c)

The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

17.

Section Headings. The section headings used in this Subsidiary Guarantee are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

18.

Successors and Assigns. This Subsidiary Guarantee shall be binding upon the successors and assigns of each Subsidiary Guarantor and shall inure to the benefit of the Administrative Agent, the Issuing Lender and the Lenders and their successors and assigns, except that no Subsidiary Guarantor may assign, transfer or delegate any of its rights or obligations under this Subsidiary Guarantee without the prior written consent of each Lender, and any such assignment or transfer without such consent shall be null and void.

19.

Governing Law. This Subsidiary Guarantee shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

20.

Submission To Jurisdiction: Waivers. Each Subsidiary Guarantor hereby irrevocably and unconditionally:

(a)

submits for itself and its property in any legal action or proceeding relating to this Subsidiary Guarantee 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;

(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, at its address set forth under its signature below;

(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 referred to in this Section 20 any special, exemplary, punitive or consequential damages.

21.

WAIVERS OF JURY TRIAL. EACH SUBSIDIARY GUARANTOR HEREBY IRREVOCABL Y AND UNCONDITIONALL Y WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

[Execution Pages Follow]

294

IN WITNESS WHEREOF, each of the undersigned has caused this Subsidiary Guarantee to be duly executed and delivered by its duly authorized officer as of the day and year first above written.

[Insert name of Subsidiary Guarantor]

By:                                                         

Name:

Title:

Address for Notices for all Subsidiary Guarantors:

c/o Kimco Realty Corporation

3333 New Hyde Park Road, Suite 100

New Hyde Park, NY 11042

Attn: Glenn G. Cohen

Tel: (516) 869-9000

Fax: (516) 869-2572

295

EXHIBIT D

Form of Opinion
of Loan Party Counsel

Law Offices

of

Robert P. Schulman

8471 Casa Del Lago – 28A

Boca Raton, FL  33433

Tel:  (561) 482–0797

Fax:  (561) 477–9848 Cell:  (561) 715–7604

October 25, 2007

To the Lenders,

and Administrative Agent

referred to in the Credit Agreement

referred to below

c/o JPMorgan Chase Bank, N.A., as Administrative Agent

270 Park Avenue

New York, New York 10017

Ladies and Gentlemen:

I am attorney for KIMCO REALTY CORPORATION, a Maryland corporation (“Kimco” or the “Borrower”), and have acted as special counsel to Kimco and the other Loan Parties (as defined in the Credit Agreement referred to below) in connection with (a) that certain Credit Agreement, dated as of October 25, 2007 (the “Credit Agreement”) among Kimco, the several banks, financial institutions and other entities from time to time parties thereto (collectively, the “Lenders”), JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”), and the other agents parties thereto, (b) the Subsidiary Guarantee, dated as of October 25, 2007 (the “Subsidiary Guarantee”) made by the Subsidiary Guarantors in favor of the Administrative Agent, and (c) the Notes referred to in the Credit Agreement and issued by the Borrower to the order of certain Lenders at their request (the “Notes”).  Capitalized terms used herein but not herein defined shall have the meanings assigned thereto in the Credit Agreement.

The opinions expressed below are furnished to you pursuant to Section 5.1(h) of the Credit Agreement.  Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

In arriving at the opinions expressed below,

(a)

I have examined and relied on the originals, or copies certified or otherwise identified to my satisfaction, of each of (l) the Credit Agreement, (2) the Notes and (3) the Subsidiary Guarantee (collectively, the “Transaction Documents”); and

(b)

I have examined such corporate documents and records of the Borrower and the other Loan Parties and such other instruments and certificates of public officials, officers and representatives of the Borrower, the other Loan Parties and other Persons as I have deemed necessary or appropriate for the purposes of this opinion.

In arriving at the opinions expressed below, I have made such investigations of law in each case as I have deemed appropriate as a basis for such opinions, and I have assumed, without independent investigation or inquiry, (a) the authenticity of all documents submitted to me as originals, (b) the genuineness of all signatures on all documents that I examined (other than those of the Loan Parties and officers of the Loan Parties) and (c) the conformity to authentic originals of documents submitted to me as certified, conformed or photostatic copies.

When my opinions expressed below are stated “to the best of my knowledge,” I have made reasonable and diligent investigation of the subject matters of such opinions and have no reason to believe that there exist any facts or other information that would render such opinions incomplete or incorrect.

Based upon and subject to the foregoing, I am of the opinion that:

1.

The Borrower (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate 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 and (c) 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 that the failure to be so qualified could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

296

2.

Each of the Subsidiary Guarantors (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) 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 and (c) 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, except, in the case of clauses (a), (b) and (c) above, as could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

3.

Each 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 its obligations under each of the Transaction Documents to which it is a party and, in the case of the Borrower, to borrow Loans.  Each 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 Transaction Document to which it is a party and, in the case of the Borrower, the borrowing of Loans on the terms and conditions set forth in the Credit Agreement.  No consent or authorization of, approval by, notice to, filing with or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowing of Loans or with the execution, del ivery, performance, validity or enforceability of the Transaction Documents.

4.

Each of the Transaction Documents has been duly executed and delivered on behalf of each Loan Party and constitutes a legal, valid and binding obligation of each such Loan Party, enforceable against each such Loan Party in accordance with its terms.

5.

The execution and delivery of the Transaction Documents, the performance by each Loan Party of its obligations thereunder, the consummation of the transactions contemplated thereby, the compliance by each Loan Party with any of the provisions thereof, the borrowing of Loans, and the use of proceeds thereof, all as provided in the Credit Agreement, (a) will not violate, or constitute a default under, any Requirement of Law or, to the best of my knowledge, any Contractual Obligations of any Loan Party and (b) will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues.

6.

To the best of my knowledge, no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or threatened by or against any Loan Party or against any of their respective properties or revenues (a) with respect to the Credit Agreement or any of the other Transaction Documents, or (b) which could reasonably be expected to have a Material Adverse Effect.

7.

No Loan Party is (a) an “investment company,” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended, or (b) a “holding company” as defined in, or otherwise subject to regulation under, the Public Utility Holding Company Act of 1935.  No Loan Party is subject to regulation under any Federal or state statute or regulation which limits its ability to incur Indebtedness.

I am a member of the bar of the State of New York and I express no opinion as to the laws of any jurisdiction other than the laws of the State of New York, the General Corporate Law of the States of Maryland and Delaware and the Federal laws of the United States of America.

Very truly yours,

/s/Robert P. Schulman           

Robert P. Schulman

RPS:lr

297

EXHIBIT E-l

TO CREDIT AGREEMENT

[FORM OF]

CLOSING CERTIFICATE

OF

KIMCO REALTY CORPORATION

Pursuant to Section 5.10) of the Credit Agreement, dated as of October 25,2007 (the "Credit Agreement"; terms defined therein being used herein as therein defined), among KIMCO REALTY CORPORATION ("Kimco"), the Subsidiaries of Kimco from time to time parties thereto (collectively, the "Subsidiary Borrowers"; together with Kimco, the "Borrowers"), the several banks, financial institutions and other entities from time to time parties thereto (collectively, the "Lenders"), the Issuing Lender party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders thereunder, and the other agents parties thereto:

The undersigned [Vice President and Chief Financial Officer] of Kimco Realty Corporation (the "Certifying Loan Party") hereby certifies as follows:

1.

Each of the conditions set forth in Sections 5.1 and 5.2 of the Credit Agreement have been satisfied.

2.

The representations and warranties of the Certifying Loan Party set forth in each of the Loan Documents to which it is a party or which are contained in any certificate furnished by or on behalf of the Certifying Loan Party pursuant to or in connection with any of the Loan Documents to which it is a party are true and correct in all material respects on and as of the date hereof with the same effect as if made on the date hereof except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date;

3.

No Default or Event of Default has occurred and is continuing as of the date hereof or shall have occurred and be continuing as of the date hereof or after giving effect to any Competitive Loans or Revolving Credit Loans to be made on the date hereof and/or after the issuance of any Letters of Credit pursuant to the Credit Agreement to be issued on the date hereof;

4.

                                                               is the duly elected and qualified Secretary of the Certifying Loan Party and the signature set forth for such officer below is such officer's true and genuine signature; and the undersigned Secretary of the Certifying Loan Party hereby certifies as follows:

5.

There are no liquidation or dissolution proceedings pending or to my knowledge threatened against the Certifying Loan Party, nor has any other event occurred adversely affecting or threatening the continued corporate existence of the Certifying Loan Party after the date hereof;

6.

The Certifying Loan Party is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization;

7.

Attached hereto as Annex 1 is a correct and complete copy of resolutions duly adopted by the Board of Directors of the Certifying Loan Party on October _,2007 (the "Resolutions") authorizing (i) the execution, delivery and performance of the Loan Documents to which it is a party and (ii) the transactions (including the obtaining of extensions of credit under the Credit Agreement) contemplated by the Loan Documents to which it is a party; such Resolutions have not in any way been amended, modified, revoked or rescinded and have been in full force and effect since their adoption to and including the date hereof and are now in full force and effect; and such Resolutions are the only corporate proceedings of the Certifying Loan Party now in force relating to or affecting the matters referred to therein; attached hereto as Annex 2 is a correct and complete copy of the By-Laws of the Certifying Loan Party as in effect on the date hereof and on the date immediately prior to the date that the Resolutions were adopted, and such By-Laws have not been amended, repealed, modified or restated; and attached hereto as Annex 3 is a correct and complete copy of the Certificate of Incorporation of the Certifying Loan Party as in effect on the date hereof and on the date immediately prior to the date that the Resolutions were adopted, and such certificate has not been amended, repealed, modified or restated;

8.

The following persons are now duly elected and qualified officers of the Certifying Loan Party holding the offices indicated next to their respective names below, and the signatures appearing opposite their respective names below are the true and genuine signatures of such officers, and each of such officers is duly authorized to execute and deliver, on behalf of the Certifying Loan Party, each of the Loan Documents to which it is a party, and each of such officers is duly authorized to execute and deliver on behalf of the Certifying Loan Party any certificate or other document to be delivered by the Certifying Loan Party pursuant to the Loan Documents to which it is a party:

298

Name	Office	Signature
[Glenn G. Cohen]	[Vice President & Treasurer]
	Secretary
[Michael E. Parry]	[Assistant Secretary]

299

IN WITNESS WHEREOF, the undersigned have hereunto set our names as of the date set forth below.

Name: [Glenn G. Cohen]	Name:
Title: [Vice President & Treasurer]	Title: [Secretary]

Date: October ,2007

300

Annex I To Closing Certificate

Resolutions

301

ACTION OF THE BOARD OF DIRECTORS OF

KIMCO REALTY CORPORATION

TAKEN WITHOUT A MEETING BY WRITTEN CONSENT

The undersigned, being all the members of the Board of Directors (the “Board”) of Kimco Realty Corporation, a Maryland corporation (the “Company”), do hereby adopt the resolutions set out herein by written consent, without a meeting, as of October __, 2007:

WHEREAS, it is proposed that the Company enter into a $1,500,000,000 revolving credit facility (the “Facility”) under a credit agreement to be entered into by the Company, JPMorgan Chase Bank, N.A., as administrative agent, the lenders party thereto, and the other agents party thereto (the “Credit Agreement”); and

WHEREAS, the Company reasonably expects to derive benefit from the transactions contemplated by the Credit Agreement.

NOW THEREFORE, BE IT:

RESOLVED, that the Board hereby determines that it is advisable and in the best interests of the Company to borrow, issue notes, pay interest, repay and prepay principal and perform all of its obligations under the following documents (collectively, the “Loan Documents”):

·

The Credit Agreement;

·

Any notes issued as contemplated by the Credit Agreement; and

·

Any documents executed pursuant to or in connection with any of the foregoing.

RESOLVED, that the Board hereby determines that the form, terms and provisions of the Loan Documents are advisable and in the best interests of the Company.

RESOLVED, that each of the Loan Documents, in substantially the form provided to the Board, be and each of them hereby is, approved and adopted, and that the President, the Secretary, each Vice President and each Assistant Secretary of the Company be, and each of them hereby is, authorized and directed for and on behalf of the Company to execute and deliver such agreement in substantially such form, with such changes, omissions or insertions therein as the President, the Secretary or each Vice President and each Assistant Secretary of the Company executing the same may approve, and to take such actions as may be necessary or advisable to comply with the terms of the Loan Documents and to consummate the transactions contemplated thereby.

RESOLVED, that the President, the Secretary, each Vice President and each Assistant Secretary of the Company are, and each of them hereby is, authorized and directed for and on behalf of the Company to negotiate, execute, and deliver from time to time any amendments or modifications of any of the Loan Documents in or ancillary thereto, and directed on its own behalf to perform fully the obligations thereunder.

RESOLVED, that the President, the Secretary, each Vice President and each Assistant Secretary of the Company are, and each of them hereby is, authorized and directed for and on behalf of the Company to certify as to all matters pertaining to the acts and transactions contemplated by the foregoing resolutions or agreements contemplated in the foregoing resolutions.

RESOLVED, that the Company be, and hereby is, authorized to borrow, issue notes, pay interest, repay and prepay principal and perform all its obligations under the Loan Documents.

RESOLVED, that the Lenders and the Administrative Agent may rely on these resolutions and that the authorization herein set forth shall remain in full force and effect until written notice of their modification or discontinuance shall be given to and actually received by the Administrative Agent at its address designated in the documents mentioned above, but no such modification or discontinuance shall affect the validity of the acts of any person authorized to so act by these resolutions performed prior to the receipt of such notice by the Administrative Agent.

302

RESOLVED, that the President, the Secretary, each Vice President and each Assistant Secretary of the Company are, and each of them hereby is, authorized to sign or execute (under the common seal of the Company if appropriate) and deliver on behalf of the Company any and all agreements, instruments, certificates and other documents whatsoever (including, without limitation, any powers of attorney authorizing any person to act on behalf of the Company or the Company’s shareholders or option holders), and do any and all other things whatsoever, as is deemed necessary or appropriate under any applicable law or as such director or officer shall in his absolute and unfettered discretion deem appropriate in connection with any of the foregoing resolutions and any matters ancillary thereto and/or to carry out the purposes and intent thereof.

RESOLVED, that any and all agreements, instruments and other documents whatsoever, and any and all actions whatsoever, heretofore or hereafter executed, delivered, filed and/or taken by the President, the Secretary, any Vice President or any Assistant Secretary of the Company on behalf of the Company in connection with the subject matter of these resolutions be and are hereby approved, ratified and confirmed in all respects as the acts and deeds of the Company as if such actions had been presented to this Board for its approval prior to such acts being taken.

RESOLVED, that this unanimous written consent of the Board may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one unanimous written consent of the Board.

[SIGNATURE PAGE FOLLOWS]

303

IN WITNESS WHEREOF, the undersigned members of the Board of Directors of Kimco Realty Corporation have duly executed this unanimous written consent as of the date set forth below.

Dated: October    , 2007

Milton Cooper

Martin S. Kimmel

Michael J. Flynn

Richard G. Dooley

Frank Lourenso

Joe Grills

David B. Henry

Richard B. Saltzman

F. Patrick Hughes

[SIGNATURE PAGE TO KIMCO REALTY CORPORATION UNANIMOUS WRITTEN CONSENT]

304

Annex 2 To Closing Certificate

By -Laws

[Incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008]

305

Annex 3 To Closing Certificate

Certificate of Incorporation

[Incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1994]

306

EXHIBIT E-2

TO CREDIT AGREEMENT

[FORM OF]

CLOSING CERTIFICATE

OF

SUBSIDIARY GUARANTOR

[TO BE ADAPTED FOR ENTITY TYPES OF THE VARIOUS SUBSIDIARY GUARANTORS]

Pursuant to Section 5.10) of the Credit Agreement, dated as of October 25,2007 (the "Credit Agreement"; terms defined therein being used herein as therein defined), among KIMCO REALTY CORPORATION ("Kimco"), the Subsidiaries of Kimco from time to time parties thereto (collectively, the "Subsidiary Borrowers"; together with Kimco, the "Borrowers"), the several banks, financial institutions and other entities from time to time parties thereto (collectively, the "Lenders"), the Issuing Lender party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders thereunder, and the other agents parties thereto:

The undersigned [Vice President and Chief Financial Officer] of the undersigned Subsidiary Guarantor (the "Certifying Loan Party") hereby certifies as follows:

1.

The Baseline Conditions relating to the Certifying Loan Party are satisfied in all material respects on and as of the date hereof;

2.

No Default or Event of Default has occurred and is continuing as of the date hereof or shall have occurred and be continuing as of the date hereof or after giving effect to any Competitive Loans or Revolving Credit Loans to be made on the date hereof and/or after the issuance of any Letters of Credit pursuant to the Credit Agreement to be issued on the date hereof;

3.

                                                         is the duly elected and qualified Secretary of the Certifying Loan Party and the signature set forth for such officer below is such officer's true and genuine signature;

and the undersigned Secretary of the Certifying Loan Party hereby certifies as follows:

4.

There are no liquidation or dissolution proceedings pending or to my knowledge threatened against the Certifying Loan Party, nor has any other event occurred adversely affecting or threatening the continued corporate existence of the Certifying Loan Party after the date hereof;

5.

The Certifying Loan Party is a [corporation] [limited partnership] [limited liability company] duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization;

6.

Attached hereto as Annex 1 is a correct and complete copy of resolutions duly adopted by the Board of Directors of the Certifying Loan Party on October _,2007 authorizing (i) the execution, delivery and performance of the Loan Documents to which it is a party and (ii) the transactions contemplated by the Loan Documents to which it is a party; such resolutions have not in any way been amended, modified, revoked or rescinded and have been in full force and effect since their adoption to and including the date hereof and are now in full force and effect; and such resolutions are the only corporate proceedings of the Certifying Loan Party now in force relating to or affecting the matters referred to therein.

7.

The following persons are now duly elected and qualified officers of the Certifying Loan Party holding the offices indicated next to their respective names below, and the signatures appearing opposite their respective names below are the true and genuine signatures of such officers, and each of such officers is duly authorized to execute and deliver, on behalf of such Certifying Loan Party, each of the Loan Documents to which it is a party, and each of such officers is duly authorized to execute and deliver on behalf of such Certifying Loan Party any certificate or other document to be delivered by such Certifying Loan Party pursuant to the Loan Documents to which such Certifying Loan Party is a party:

Name	Office	Signature
[Glenn G. Cohen]	[Vice President & Treasurer]
	Secretary
[Michael E. Parry]	[Assistant Secretary]

307

IN WITNESS WHEREOF, the undersigned have hereunto set our names as of the date set forth below.

[LIST OF GUARANTORS TO BE PROVIDED]

Name: [Glenn G. Cohen]	Name:
Title: [Vice President & Treasurer]	Title: [Secretary]

Date: October ,2007

308

Annex I To Closing Certificate

Resolutions

RESOLVED, that [ ] (the "Subsidiary Guarantor") shall enter into that certain Subsidiary Guarantee dated as of October [ ], 2007 (the "Subsidiary Guarantee") made by it in favor of JPMorgan Chase Bank, N.A., as Administrative Agent (the "Administrative Agent") for the Lenders party to the Credit Agreement (the "Credit Agreement") dated as of October [ ], 2007, among KIMCO REALTY CORPORATION ("Kimco"), the Subsidiaries of Kimco from time to time parties thereto, the several banks, financial institutions and other entities from time to time parties thereto (collectively, the "Lenders"), the Issuing Lender party thereto, the Administrative Agent, [and] Bank of America, N.A., as Syndication Agent[, and the other agents parties thereto], and into such additional Subsidiary Guarantees in favor of the Administrative Agent as may be required pursuant to the Credit Agreement; and be it further

RESOLVED, that in furtherance of the foregoing, the President or any Vice President of the Subsidiary Guarantor be, and each of them hereby is, authorized on behalf of such Subsidiary Guarantor to execute and deliver any and all documents, instruments, agreements and writings as are required in connection with the consummation of the aforesaid Subsidiary Guarantee; all and each of the foregoing to contain such additional terms and provisions as the officer executing the same shall approve; and the execution and delivery of any of the foregoing shall be conclusive evidence that the same has been authorized by this resolution; and be it further

RESOLVED, that the President or any Vice President of the Subsidiary Guarantor be, and each of them hereby is, authorized on behalf of the Subsidiary Guarantor to execute and deliver such further instruments, agreements or documents, and to perform such other acts, as in their, his or her judgment, may be necessary or appropriate in order to effectuate the consummation of the aforesaid Subsidiary Guarantee and the intent and purpose of the foregoing resolutions; the execution and delivery of any of such further instruments, agreements or documents, and the performance of any such other acts, shall be conclusive evidence that the same have been authorized hereby.

309

EXHIBIT F

FORM OF

COMPLIANCE CERTIFICATE

[For the Fiscal Quarter ended

[For the Fiscal Year ended

	This Compliance Certificate is furnished pursuant to Section 6.2(b) of the $1,500,000,000 Credit Agreement dated as of October 25, 2007 (the "Credit Agreement"), among KIMCO REALTY CORPORATION (“Kimco”),  the Several Lenders from Time to Time Parties hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and the other agents party thereto.
	Unless otherwise defined herein, the terms used in this Compliance Certificate have the meanings ascribed thereto in the Credit Agreement.
	The undersigned Responsible Officer of Kimco hereby certifies as follows:
	(1) The financial statements referred to in Section 6.1(a) or 6.1(b), as  the case may be, of the Credit Agreement which are delivered concurrently with the delivery of this Compliance Certificate are complete and correct in all material respects and have been prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods except as approved by the accountants performing the audit in connection therewith or the undersigned, as the case may be, and disclosed therein.
	(2) The covenants listed below are calculated with respect to the period of two consecutive fiscal quarters of Kimco ended on the date set forth above.
	(Amounts presented in 000's except ratios)
1.	Total Indebtedness Ratio (Section 7.1(a))
	(a) Total Indebtedness: (without duplication of letter of credit obligations)
	(b) Gross Asset Value
	(i) Total EBITDA
	1. Consolidated  Net Income
	2. Adjustments to Consolidated Net Income:
	add back:
		A. Depreciation and Amortization
		B. Losses on extraordinary items
		C. Losses on operating real estate sales
		D. Losses on early extinguishment of debt
		E. Losses on impairments
		F. Losses on investments in marketable securities
		G. Provisions for income taxes
		H. EBITDA adjustment of Unconsolidated entities
		I. Total interest expense
	and subtract:
		A. Gain on extraordinary items
		B. Gain  on operating real estate sales
		C. Gain on early extinguishment of debt
		D. Gain on impairments
		E. Gains on investments in marketable securities
		F. Benefits for income taxes
	Net Adjustments
	3. (i)       Total EBITDA  (after  giving effect to adjustments)
	(ii)      management fee income included in Total EBITDA
	(iii)     other income included in Total EBITDA not attributable to Properties
	(iv)     sum of (ii) and (iii)
	(v)      15% of Total EBITDA above
	(vi)     amount by which (iv) exceeds (v)
	(vii)    replacement reserve @ $.15 per square foot of gross leasable area
	(viii)   Straight lining adjustment

310

	(ix)     EBITDA  of the Unconsolidated Entities
	(x)      Income from mezzanine and mortgage loan receivables
	(xi)      Dividend and interest income from marketable securities
	(xii)     EBITDA of Identified Properties
	(xiii)    Total Adjusted EBITDA = (i) - (vi) - (vii) -(viii)- (ix)-(x)-(xi)- (xii)
	(xiv)     2 times the amount in (xiii) is annualized Total Adjusted EBITDA
	(xv)      (xiv) divided by 0.0750
	(xvi)    Unrestricted Cash and Cash Equivalents
	(xvii)    land and development projects at cost
	(xviii)   mezzanine and mortgage loan receivables, at lower of cost or market
	(xix)    [Reserved
	(xx)     marketable securities valued as reflected on Kimco's consolidated financial statements
	(xxi)    investment and advances in Noncontrolled Entities
	(xxii)   Aggregate purchase price for each Identified Property
	(xxiii)  sum of (xv) plus (xvi) plus (xvii) plus (xviii) plus (xix) plus (xx) plus (xxi) plus (xxii), subject to the limitations below, is tentative "Gross Asset Value"
	Gross Asset Value
	40% of Gross Asset Value (xxiii)
	Sum of (xvii) plus (xviii) (other than mortgage loan receivables, at lower of cost or market) plus (xxi) is limited to 40% of Gross Asset Value
	Adjustment so not more than 25% of Gross Asset Value is attributable to assets located outside United States or Entities not organized in and having principal offices in the United States
	Equals Gross Asset Value
	TOTAL INDEBTEDNESS RATIO  (a)/(b)
	Must be less than or equal to: 0.60 (or 0.65 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)
2.	Total Priority Indebtedness Ratio  (Section 7.1(b))
	(a) Total Priority Indebtedness
	(i)       Indebtedness of Kimco and Consolidated Entities secured by their respective assets
	(ii)     Unsecured third party Indebtedness of the Consolidated Entities other than Kimco or any Consolidated Entity (excluding any unsecured debt unconditionally guaranteed by Kimco)
	(iii)     sum of (i) plus (ii) is "Total Priority Indebtedness"
	(b) Gross Asset Value
	TOTAL PRIORITY INDEBTEDNESS RATIO (a)/(b):
	Must be less than or equal to: 0.35
3.	Minimum Unsecured Interest Coverage Ratio (Section 7.1(e))
	(a) Property NOI of Unencumbered Properties
	(i) Property NOI of Unencumbered Properties
	(v) Property Gross Revenues
	(w) Property Operating Expenses
	(x) management fee reserve of 3% of Property Gross Revenues
	(y) replacement reserve @ $.15 per square foot, per annum of GLA
	(z) (v) - (w) - (x) - (y) is " Unencumbered Property NOI"
	(b)  75% of management fee revenues in respect of properties owned by Noncontrolled Entities
	(c)  Dividends and interest on marketable securities
	(d)  Income from mezzanine and mortgage loan receivables
	(e)  (a) plus (b) plus (c) plus (d) is tentative Unencumbered Asset NOI

311

	Adjustment so not more than 25% of Unencumbered Assets NOI is attributable to assets located outside United States or Entities not organized in and having principal offices in the United States, management fee revenues earned in respect of properties owned by any Noncontrolled Entity, dividend and interest income from unencumbered mezzanine loan receivables
	(f)  Equals Unencumbered Assets NOI
	(g)  Total Unsecured Interest Expense
	RATIO OF OF UNENCUMBERED ASSETS NOI TO TOTAL UNSECURED INTEREST EXPENSE (f)(g)
	Must be greater than or equal to: 1.75:1.00
4.	Fixed Charge Coverage Ratio (Section 7.1(f))
	(a) Total Adjusted EBITDA (from prior page)
	(b)  Income from mezzanine and mortgage loan receivables
	(c)  Dividend and interest income from marketable securities
	(d) Distributions for the non-controlled entities for full year
	(e) Distributions for the non-controlled entities for full year @ 50%
	(f) Distributions for the non-controlled entities for six month period
	(g) Distributions for the non-controlled entities for six month period is lesser of (e) or (f)
	(h)  EBITDA attributable to Identified Properties
	(i) Fixed Charge Total Adjusted EBITDA (a) plus (b) plus (c) plus (g) plus (h)
	(j) Total Debt Service
	(i)    total interest expense
	(ii)   aggregate amount of scheduled payments on Indebtedness (excluding optional payments, balloon payments and annual installments)
	(iii)  Preferred stock dividends
	(iv)  Total of (i), (ii) and (iii)
	FIXED CHARGE COVERAGE RATIO: (i)/(j)
	Must be greater than or equal to: 1.50:1.00
	Limitation on Investments, Loans and Advances (Section 7.4)
5.	Limitation on Investments loans and advances
	(a) Investments and advances to Noncontrolled Entities
	(b) Gross Asset Value for the last day of the two most recent consecutive fiscal quarter periods of the Borrower
	(c) 30% of Gross Asset Value
	(a) must be less than (c)
	(5) To the best of such Responsible Officer's knowledge, the Borrower and each other Loan Party has, during the period referred to above, observed or performed all of its covenants and other agreements, and satisfied every condition contained in the Credit Agreement and the other  Loan Documents to which it is a party to be observed, performed or satisfied by it, and as of the date hereof such Responsible Officer has obtained no knowledge of any Default or Event of Default except as follows: NONE.
	IN WITNESS WHEREOF, I have hereto set my name.
		Title: Vice President-Treasurer

312

EXHIBIT G

TO CREDIT AGREEMENT

[FORM OF]

ADHERENCE AGREEMENT TO CREDIT AGREEMENT

ADHERENCE AGREEMENT (this "Agreement") dated as of                              by               , a                             , which is a new Subsidiary Borrower (the "New Borrower"), and Kimco Realty Corporation, a Mary land corporation, the direct or indirect parent of the New Borrower ("Kimco").

Reference is made to the Credit Agreement dated as of October 25, 2007 among Kimco, the Subsidiary Borrowers from time to time parties thereto, the Lenders from time to time parties thereto, the Issuing Lender party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents parties thereto (as amended, supplemented, or otherwise modified from time to time, the "Credit Agreement"). Terms used herein as defined terms and not otherwise defined herein shall have the meanings given thereto in the Credit Agreement.

Section 10.10 of the Credit Agreement provides that, subject to certain conditions, the undersigned New Borrower may become a party to, and a "Borrower" under, the Credit Agreement by entering into an agreement in the form of this Agreement.

Accordingly, and for other good and lawful consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. In accordance with Section 10.10 of the Credit Agreement, the New Borrower by its signature below becomes a "Borrower" under the Credit Agreement with the same force and effect as if originally named therein as a Borrower. The New Borrower hereby agrees to all of the terms and provisions of the Credit Agreement applicable to it as a Subsidiary Borrower thereunder. Hereafter, each reference to a "Borrower" in the Credit Agreement shall be deemed to include the New Borrower. The Credit Agreement is hereby incorporated herein by reference.

2. The New Borrower represents and warrants to the Administrative Agent and the Lenders that (a) this Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law); (b) no Event of Default has occurred and is continuing immediately after giving effect to the execution and delivery of this Agreement; (c) the Baseline Conditions relating to it are satisfied in all material respects on and as of the date hereof; and (d) it is a Wholly Owned Subsidiary.

3. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which, when taken together, shall constitute but one agreement. This Agreement shall become effective when the Administrative Agent shall have received counterparts of this Agreement that bear the signatures of the New Borrower, and Kimco. 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.

4. The New Borrower agrees to furnish to the Administrative Agent such information as the Administrative Agent or any Lender shall reasonably request in connection with the New Borrower.

5. Except as expressly supplemented hereby, the Credit Agreement shall remain in full force and effect.

6. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK

7. If anyone or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in any other Loan Document shall not in any way be affected or impaired. The parties hereto shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

313

8. All communications and notices hereunder shall be in writing and given as provided in Section 10.2 of the Credit Agreement. All communications and notices hereunder to the New Borrower shall be given to it at the address set forth under its signature hereto.

9. Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by all of the Borrowers at the time thereof and the Administrative Agent.

10. The New Borrower agrees to reimburse the Administrative Agent for its expenses incurred in connection with this Agreement, including the reasonable fees, other charges and disbursements of counsel.

[SIGNATURE PAGE FOLLOWS]

314

IN WITNESS WHEREOF, the parties hereto have caused this Adherence Agreement to be duly executed and delivered as of the day and year first above written.

[NEW BORROWER]

By:                                                         

Name:

Title:

Address:

KIMCO REALTY CORPORATION, a Mary land corporation

By:                                                         

Name:

Title:

[SIGNATURE PAGE OF ADHERENCE AGREEMENT]

315

SCHEDULE 1.lA TO CREDIT AGREEMENT

LENDERS AND COMMITMENTS

	Revolving
	Commitment
	(Sum of				Tranche B
	Tranche A	Applicable		Applicable	Commitment	Applicable
	Commitment	Percentage of	Tranche A	Percentage of	(Dollars or	Percentage of
	and Tranche B	Revolving	Commitment	Tranch A	Alternate	Tranche B
Lender	Commitment)	Commitments	(Dollars Only)	Commitments	Currency)	Commitments
JPMORGAN CHASE BANK, N.A.	$97,500,000.00	6.5000000%	$70,000,000.00	5.3846153%	$27,500,000.00	13.7500000%
BANK OF AMERICA, N.A.	$97,500,000.00	6.5000000%	$70,000,000.00	5.3846152%	$27,500,000.00	13.7500000%
THE BANK OF NOVA SCOTIA,	$82,500,000.00	5.5000000%	$71,500,000.00	5.5000000%	$11,000,000.00	5.5000000%
NEW YORK AGENCY
WACHOVIA BANK,	$82,500,000.00	5.5000000%	$71,500,000.00	5.5000000%	$11,000,000.00	5.5000000%
NATIONAL ASSOCIATION
UBS LOAN FINANCE LLC	$82,500,000.00	5.5000000%	$71,500,000.00	5.5000000%	$11,000,000.00	5.5000000%
DEUTSCHE BANK AG	$82,500,000.00	5.5000000%	$71,500,000.00	5.5000000%	$11,000,000.00	5.5000000%
NEW YORK BRANCH
ROYAL BANK OF CANADA	$82,500,000.00	5.5000000%	$71,500,000.00	5.5000000%	$11,000,000.00	5.5000000%
THE ROYAL BANK OF	$82,500,000.00	5.5000000%	$71,500,000.00	5.5000000%	$11,000,000.00	5.5000000%
SCOTLAND PLC
THE BANK OF TOKYO-	$57,500,000.00	3.8333333%	$49,833,333.33	3.8333333%	$76,666,666.67	3.8333333%
MITSUBISHI UFJ, LTD
CITICORP NORTH AMERICA, INC.	$57,500,000.00	3.8333333%	$49,833,333.33	3.8333333%	$76,666,666.67	3.8333333%
MERRILL LYNCH BANK USA	$57,500,000.00	3.8333333%	$49,833,333.33	3.8333333%	$76,666,666.67	3.8333333%
MORGAN STANLEY BANK	$57,500,000.00	3.8333333%	$49,833,333.33	3.8333333%	$76,666,666.67	3.8333333%
REGIONS BANK	$57,500,000.00	3.8333333%	$49,833,333.33	4.4230769%	$0.00	0.0000000%
SUMITOMO MITSUI	$57,500,000.00	3.8333333%	$49,833,333.33	3.8333333%	$76,666,666.67	3.8333333%
BANKING CORPORATION
US BANK NATIONAL ASSOCIATION	$57,500,000.00	3.8333333%	$49,833,333.33	3.8333333%	$766,666.67	3.8333333%
THE BANK OF NEW YORK	$50,000,000.00	3.3333333%	$43,333,333.33	3.3333333%	$6,666,666.67	3.3333333%
BARCLAYS BANK PLC	$50,000,000.00	3.3333333%	$43,333,333.33	3.3333333%	$6,666,666.67	3.3333333%

316

EUROHYPO AG, NEW YORK	$50,000,000.00	3.3333333%	$43,333,333.33	3.3333333%	$6,666,666.67	3.3333333%
BRANCH
SUNTRUST BANK	$50,000,000.00	3.3333333%	$43,333,333.33	3.3333333%	$6,666,666.67	3.3333333%
WELLS FARGO BANK	$50,000,000.00	3.3333333%	$50,000,000.00	3.8461538%	$0.00	0.0000000%
NATIONAL ASOCIATION
MIZUHO CORPORATE BANK	$32,500,000.00	2.1666666%	$28,166,666.67	2.1666666%	$4,333,333.33	2.1666666%
(USA)
BANCO POPULAR DE	$25,000,000.00	1.6666666%	$2,500,000.00	1.9230769%	$0.00	0.0000000%
PUERTO RICO
MANUFACTURERS AND	$25,000,000.00	1.6666666%	$25,000,000.00	1.9230769%	$0.00	0.0000000%
TRADERS TRUST COMPANY
UNION BANK OF	$25,000,000.00	1.6666660%	$25,000,000.00	1.9230769%	$0.00	0.0000000%
CALIFORNIA, N.A
CHANG HWA COMMERCIAL	$20,000,000.00	1.3333330%	$20,000,000.00	1.5384615%	$0.00	0.0000000%
BANK, LTD., NEW YORK BRANCH
KEYBANK NATIONAL ASSOCIATION	$15,000,000.00	1.0000000%	$13,000,000.00	1.0000000%	$2,000,000.00	1.0000000%
MEGA INTERNATIONAL	$10,000,000.00	0.6666660%	$10,000,000.00	0.7692307%	$0.00	0.0000000%
COMMERCIAL BANK CO., LTD
NEW YORK BRANCH
THE CHIBA BANK, LTD.,	$5,000,000.00	0.3333330%	$5,000,000.00	0.3846153%	$0.00	0.0000000%
NEW YORK BRANCH
TOTAL	$1,500,000,000.00	100.0000000%	$1,300,000,000.00	100.0000000%	$200,000,000.00	100.0000000%

317

SCHEDULE 1.lB TO CREDIT AGREEMENT

FFO DEFINITION VARIATIONS

1. Gains or losses on early extinguishment of Indebtedness not included in FFO.

2. Losses on the sales of operating properties not included in FFO.

318

SCHEDULE 3.10 TO CREDIT AGREEMENT

EXISTING LETTERS OF CREDIT

Name	Letter of Credit No.	Expiration	Tranche	Amount
JP Morgan Chase Bank	No. TPTS-299807	12/15/2007	A	$   4,134,530.87
City of Fairfax, Virginia	No. TPTS-298690	01/09/2008	A	$   4,272,809.00
Chubb and Son, as manager	No. TPTS-401866	10/01/2008	A	$   6,502,849.00
	TOTAL			$ 14,910,188.87

319

SCHEDULE 4.1 TO CREDIT AGREEMENT

CERTAIN FINANCIAL DISCLOSURES

None.

320

SCHEDULE 4.2 TO CREDIT AGREEMENT

TRANSACTION(S) REFERRED TO IN SECTION 4.2

None.

321

SCHEDULE 4.19 TO CREDIT AGREEMENT

CONDEMNATION PROCEEDINGS

Site	345		Beavercreek, OH
Site	380	-	Charlotte, NC
Site	384	-	Charlotte, NC
Site	397	-	Evansville, IN
Site	589	-	Austin, TX
Site	605	-	Centereach, NY
Site	1023	-	Tucson, AZ
Site	1145	-	Nesconset, NY
Site	1197	-	Brownsville, TX

322

SCHEDULE 5.1A TO CREDIT AGREEMENT

EXISTING REVOLVING LOANS

Type	Lender		Loan Amount	Due Date
*Bid	JP Morgan	$	25,000,000	10/25/2007
*Bid	Bank of NY	$	20,000,000	10/25/2007
*Bid	JP Morgan	$	75,000,000	10/25/2007
*Money Market	Bank group	$	20,000,000	10/25/2007
	TOTAL	$	140,000,000

*Items are issued under the Existing Revolving Credit Agreement and will be paid on the closing of this Credit Agreement.

323

SCHEDULE 5.1B TO CREDIT AGREEMENT

EXISTING TERM LOANS

Lender		Loan Amount	Due Date
*JP Morgan / BOA	$	200,000,000	10/25/2007
TOTAL	$	200,000,000

*Items are issued under the Existing Term Loan Credit Agreement and will be paid on the closing of this Credit Agreement.

324

SCHEDULE 7.2 TO CREDIT AGREEMENT

TRANSACTION(S) REFERRED TO IN SECTION 7.2

None.

325

SCHEDULE 10.10 TO CREDIT AGREEMENT

GUARANTORS

KRC Mexico Acquisition Corporation, a Delaware corporation

EIN: 20-1865310

KRC Mexico Corporation S. de RL. de C.V., a corporation incorporated under the laws of Mexico

Kimco North Trust I, a New York trust

EIN: 52-2352081

Kimco North Trust II, a New York trust

EIN: 03-6079543

Kimco North Trust III, a New York trust

EIN: 56-6643357

Kimco North Loan Trust IV, a New York trust

EIN: 43-1967798

Kimco North Trust V, a New York trust

EIN: 20-0288440

Kimco North Trust VI, a New York trust

EIN: 56-6642652

326

EX-10.17

Exhibit 10.17

$650,000,000

CREDIT AGREEMENT

Dated as of August 26, 2008

Among

PK SALE LLC,

 as Borrower

PRK HOLDINGS I LLC, PRK HOLDINGS II LLC, PRK HOLDINGS III LLC,

as Guarantors

KIMCO REALTY CORPORATION,

as Guarantor

THE LENDERS

from time to time party hereto,

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

WACHOVIA BANK, NATIONAL ASSOCIATION,

THE BANK OF NOVA SCOTIA,

as Syndication Agents

WELLS FARGO BANK, NATIONAL ASSOCIATION,

ROYAL BANK OF CANADA,

as Documentation Agents

_______________

JPMORGAN SECURITIES INC.,

WACHOVIA CAPITAL MARKETS, INC.

as Joint Bookrunners and Joint Lead Arrangers

327

TABLE OF CONTENTS

PAGE

ARTICLE I

DEFINITIONS

333

SECTION 1.1

Defined Terms

333

SECTION 1.2

Other Definitional Provisions; Interpretation

350

SECTION 1.3

Accounting Terms; GAAP

351

ARTICLE II

THE LOANS

351

SECTION 2.1

Loans

351

SECTION 2.2

Prepayments

352

SECTION 2.3

Conversion and Continuation Options

353

SECTION 2.4

Interest Rates and Payment Dates

354

SECTION 2.5

Computation of Interest

354

SECTION 2.6

Inability to Determine Interest Rate

355

SECTION 2.7

Pro Rata Treatment and Payments

355

SECTION 2.8

Illegality

356

SECTION 2.9

Requirements of Law

356

SECTION 2.10

Taxes

357

SECTION 2.11

Indemnity

359

SECTION 2.12

Change of Lending Office

359

SECTION 2.13

Replacement of Lenders under Certain Circumstances

359

SECTION 2.14

Obligations of Loan Parties Not Contractually Subordinated

360

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF HS LOAN PARTIES

360

SECTION 3.1

Existence, Compliance With Law, Power, Authorization, Enforceability

360

SECTION 3.2

No Legal Bar, Approvals, Material Litigation, No Default

360

SECTION 3.3

Ownership of Property, Intellectual Property

361

SECTION 3.4

No Burdensome Restrictions

362

SECTION 3.5

Taxes, Federal Regulations

362

SECTION 3.6

ERISA

362

SECTION 3.7

Investment Company Act; Other Regulations

362

SECTION 3.8

Collateral, Guarantees

362

SECTION 3.9

Purpose

363

SECTION 3.10

Environmental Matters

363

SECTION 3.11

Insurance, Condition of Properties

363

SECTION 3.12

Solvency

364

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF KIMCO

364

328

SECTION 4.1

Financial Condition

364

SECTION 4.2

No Change

364

SECTION 4.3

Corporate Existence; Compliance with Law

365

SECTION 4.4

Power; Authorization; Enforceable Obligations

365

SECTION 4.5

No Legal Bar; Approvals

365

SECTION 4.6

Kimco Guarantee

365

SECTION 4.7

Benefit of Loans

365

SECTION 4.8

Solvency

365

SECTION 4.9

[Reserved]

366

SECTION 4.10

Full Disclosure

366

ARTICLE V

CONDITIONS

366

SECTION 5.1

Conditions to Effectiveness, Effective Date

366

SECTION 5.2

Conditions to the Borrowing

367

ARTICLE VI

AFFIRMATIVE COVENANTS OF KIMCO

368

SECTION 6.1

Financial Statements

368

SECTION 6.2

Certificates; Other Information

368

SECTION 6.3

Payment of Obligations

369

SECTION 6.4

Maintenance of Existence, etc

369

SECTION 6.5

Inspection of Property; Books and Records; Discussions

369

SECTION 6.6

Notices

369

SECTION 6.7

Further Assurances

370

ARTICLE VII

AFFIRMATIVE COVENANTS OF THE HS LOAN PARTIES

370

SECTION 7.1

Certificates; Other Information

370

SECTION 7.2

Payment of Obligations

371

SECTION 7.3

Maintenance of Existence, etc

371

SECTION 7.4

Maintenance of Property; Insurance

371

SECTION 7.5

Inspection of Property; Books and Records; Discussions

371

SECTION 7.6

Notices

371

SECTION 7.7

Environmental Laws

372

SECTION 7.8

Compliance with Laws

373

SECTION 7.9

ERISA-Related Update

373

SECTION 7.10

Further Assurances

373

ARTICLE VIII

NEGATIVE COVENANTS OF KIMCO

373

SECTION 8.1

Financial Covenants

373

ARTICLE IX

NEGATIVE COVENANTS OF THE HS LOAN PARTIES

374

329

SECTION 9.1

Limitation on Transactions with Affiliates

374

SECTION 9.2

Limitation on Changes in Fiscal Year

374

SECTION 9.3

Limitation on Lines of Business; Issuance of Commercial Paper; Swap Agreements

374

SECTION 9.4

Limitation on Indebtedness

375

SECTION 9.5

Limitation on Liens

375

SECTION 9.6

Plans

375

SECTION 9.7

Margin Stock, Use of Facility

375

SECTION 9.8

Ownership of Property

375

SECTION 9.9

Limitation on Certain Fundamental Changes

376

SECTION 9.10

Limitation on Restricted Payments

376

ARTICLE X

EVENTS OF DEFAULT

376

ARTICLE XI

THE AGENTS

378

SECTION 11.1

The Agents

378

SECTION 11.2

Indemnification

380

SECTION 11.3

Certain Agents, Arrangers, and Bookrunners

380

ARTICLE XII

MISCELLANEOUS

381

SECTION 12.1

Amendments and Waivers

381

SECTION 12.2

Notices

381

SECTION 12.3

No Waiver; Cumulative Remedies

382

SECTION 12.4

Survival of Representations and Warranties

382

SECTION 12.5

Payment of Expenses and Taxes; Indemnity

382

SECTION 12.6

Successors and Assigns

383

SECTION 12.7

Disclosure

385

SECTION 12.8

Extension of Maturity Date

385

SECTION 12.9

FTC Guarantee

386

SECTION 12.10

KIMCO Guarantee

389

SECTION 12.11

Reserved

391

SECTION 12.12

Adjustments; Set-off

391

SECTION 12.13

Counterparts

392

SECTION 12.14

Severability

392

SECTION 12.15

Integration

392

SECTION 12.16

GOVERNING LAW

392

SECTION 12.17

Submission to Jurisdiction; Waivers

392

SECTION 12.18

Acknowledgments

393

SECTION 12.19

WAIVERS OF JURY TRIAL

393

330

SECTION 12.20

Confidentiality

393

SECTION 12.21

USA Patriot Act

394

331

EXHIBITS:

Exhibit A

--

Form of Assignment and Assumption

Exhibit B-1

--

Form of Note

Exhibit C

--

Form of HS Pledge and Security Agreement

Exhibit D-1

--

Form of Opinion of Loan Party Counsel

Exhibit D-2

--

Form of ERISA Opinion

Exhibit E

--

Form of Compliance Certificate

SCHEDULES:

Schedule 1.1A

--

Lenders and Commitments Immediately After Giving Effect to Effective Date

Schedule 1.1B

--

FFO Definition Variations

Schedule 3.3

--

Scheduled Properties

Schedule 3.11

--

Condemnation and Eminent Domain Proceedings

Schedule 4.1

--

Certain Financial Disclosure

Schedule 12.9

--

FTG Percentages

332

CREDIT AGREEMENT, dated as of August 26, 2008, among PK Sale LLC, a Delaware limited liability company (the "Borrower" or "Sale LLC"), PRK Holdings I LLC, a Delaware limited liability company ("PRK 1"), PRK Holdings II LLC, a Delaware limited liability company ("PRK 2") and PRK Holdings III LLC, a Delaware limited liability company ("PRK 3"), KIMCO REALTY CORPORATION, a Maryland corporation ("Kimco"), the Lenders party hereto from time to time, WACHOVIA BANK, NATIONAL ASSOCIATION and SCOTIABANC, INC., as Co-Syndication Agents (in such capacity, the "Co-Syndication Agents"), JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders hereunder (in such capacity, the "Administrative Agent"), and WELLS FARGO BANK, NATIONAL ASSOCIATION and ROYAL BANK OF CANADA, as Co-Documentation Agents (in such capacity , collectively, the "Co-Documentation Agents").

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 ½ 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 B usiness 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": Loans, the rate of interest applicable to which is based upon the ABR.

"Account 1": an insurance company separate account known as PRISA.

"Account 2": an insurance company separate account known as PRISA II.

"Account 3": an insurance company separate account known as Western Conference of Teamsters.

"Acquired Companies": collectively, Pan Pacific Properties, Inc., a Maryland corporation, CT Operating Partnership, L.P., a California limited partnership, Western/Pinecreek, L.P., a Delaware limited partnership, and their respective subsidiaries.

"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.

333

"Administrative Agent": as defined in the introductory paragraph hereof.  

"Administrative Questionnaire": as defined in Section 12.6.

"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, as the same may be amended, supplemented or otherwise modified from time to time in accordance herewith.

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

	Level I Status	Level II Status
Eurocurrency Loans and Money Market Loans	1.150%	1.250%
ABR Loans	0%	0%

"Applicable Percentage": as to any Lender at any time, a percentage equal to a fraction the numerator of which is the aggregate outstanding principal amount of the Loans (or, if no Loans are then outstanding, the Commitment) of such Lender and the denominator of which is the aggregate outstanding principal amount of the Loans (or, if no Loans are then outstanding, the Commitments) of all Lenders.

"Applicable Properties": as defined in Section 3.10.

"Assignment and Assumption": as defined in Section 12.6.

"Attributed Value": the value attributed by Kimco to each of the Scheduled Properties, as set forth on Schedule 3.3.

"AVP Certificate": as defined in Section 5.2(g).

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

"Borrower": as defined in the introductory paragraph hereof.

"Borrowing": 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.

"Borrowing Date": the Business Day specified in a notice pursuant to Section 2.1(d) as the date on which the Loans shall be made hereunder.

"Borrowing Occasion": as defined in Section 2.1.

"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 Eurocurrency Loan, the term "Business Day" shall also exclude any day on which commercial banks are not open for dealings in dollar deposits in the London interbank market.

334

"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 da ys 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 (x) obligations of the types referred to in clauses (a), (b), (c) and (d) above and (y) 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.

"Co-Documentation Agents": as defined in the introductory paragraph hereof.  

"Co-Syndication Agents":  as defined in the introductory paragraph hereof.

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

"Collateral": all property in which a security interest is granted or purported to be granted pursuant to any Loan Document.

"Commitment": as to any Lender, the obligation to make Loans hereunder on the Borrowing Occasion in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender's name on Schedule 1.1A 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' Commitments is $650,000,000.

"Commitment Period": the period commencing with and including the date of this Agreement through and terminating at 5:00 p.m., New York City time, on August 26, 2008.

"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.

"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.

335

"Credit Facility": the term loan credit facility established pursuant to this Agreement.

"Currency": as defined in the definition of the term "Cash Equivalents", provided that dollars shall not be treated as a Currency.

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

"Dollar Equivalent": on any date of determination, for purposes of the determination of Unrestricted Cash and Cash Equivalents, with respect to any amount in any Currency (other than dollars), the equivalent in dollars of such amount, determined by using the Exchange Rate with respect to such Currency.

"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 12.1).

"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 human health or the environment, 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.

"Eurocurrency Loans": 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 applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period.  In the event that such rate is not available at such time for any reason, then the "Eurocurrency Rate" wi th respect to such Eurodollar Borrowing for such Interest Period shall be the rate at which dollar deposits 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.

"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.

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

336

"Exchange Rate": on any day, with respect to any Currency, (a) if the Existing Revolving Credit Facility is in effect and JPMCB is serving as the Administrative Agent thereunder, the "Exchange Rate" as defined in the Existing Revolving Credit Agreement then in effect for purposes of determining under the Existing Revolving Credit Facility the "Unrestricted Cash and Cash Equivalents" as defined in the Existing Revolving Credit Agreement, or, if the preceding clause (a) is inapplicable, (b) the rate at which such 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 Currency.  For purposes of clause (b) of the preceding sentence, 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 disp laying 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 Currency exchange operations in respect of such 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 Credit Agreement dated as of October 25, 2007 among Kimco, the several banks, financial institutions and other entities from time to time parties thereto, the Issuing Lender party thereto, and JPMCB, as administrative agent for the lenders thereunder, as modified, supplemented, amended or waived from time to time.

"Existing Revolving Credit Facility": the revolving credit facility established and in effect pursuant to the Existing Revolving Credit Agreement.

"Existing Term Loan Agreement": the Credit Agreement dated as of October 31, 2006 among Sale LLC, PRK1, PRK2, PRK3, Kimco, the several banks, financial institutions and other entities parties thereto, and JPMCB, as administrative agent for the lenders thereunder, as modified, supplemented, amended or waived through and immediately prior to the Effective Date.

"Existing Term Loan Facility": the term loan facility established pursuant to the Existing Term Loan Agreement.

"Exposure": as to any Lender at any time, the outstanding aggregate amount of such Lender's Loans at such time.

"Extended Maturity Date":  as defined in Section 12.8.

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

"Fee Letter": Fee Letter, dated as of June 12, 2008, to which Kimco, JPMCB, J.P. Morgan, Wachovia Bank, National Association and Wachovia Capital Markets, LLC are parties, as the same may be amended, supplemented or otherwise modified from time to time in accordance therewith.

"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 2.9(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.

"First Tier Company": each of PRK1, PRK2 and PRK3.

337

"FTC Guarantee":  the Guarantee by a First Tier Company contained in Section 12.9 hereof.

"FTC Guarantors":  as defined in Section 12.9(a).

"FTG Percentage": as defined in Section 12.9(i).

"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 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": the Kimco Guarantee and each FTC Guarantee.  

"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 wo rking 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 o f such Guarantee Obligation shall be such guaranteeing person's maximum reasonably anticipated liability in respect thereof as determined by Kimco in good faith.

"Guarantor": (a) Kimco, and (b) each First Tier Company.

"Holdco: each of Holdco1, Holdco2, and Holdco3.

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"Holdco1": PK I Holdco LLC, a Delaware limited liability company, all the equity interests in which are owned beneficially and of record by PRK1, through which PRK1 owns all the Hold Properties owned directly or indirectly by PRK1 (other than the Hold Properties owned directly or indirectly by PPRP or Sale LLC as set forth on Schedule 3.3).

"Holdco2": PK II Holdco LLC, a Delaware limited liability company, all the equity interests in which are owned beneficially and of record by PRK2, through which PRK2 owns all the Hold Properties owned directly or indirectly by PRK2 (other than the Hold Properties owned directly or indirectly by PPRP or Sale LLC as set forth on Schedule 3.3).

"Holdco3": PK III Holdco LLC, a Delaware limited liability company, all the equity interests in which are owned beneficially and of record by PRK3, through which PRK3 owns all the Hold Properties owned directly or indirectly by PRK3 (other than the Hold Properties owned directly or indirectly by PPRP or Sale LLC as set forth on Schedule 3.3).

"Hold Property":  a property identified on Schedule 3.3 as a Hold Property.

"HS Loan Party": each Loan Party other than Kimco.

"HS Pledge and Security Agreement": an agreement substantially in the form of Exhibit C hereto, pursuant to which each First Tier Company shall grant to the Administrative Agent for the benefit of the Secured Parties a Lien on inter alia, (a) the equity interests of the applicable Holdco of which such First Tier Company holds 100% of the equity interests, (b) the equity interests in Sale LLC held by such First Tier Company and (c) the equity interests in PPRP held by such First Tier Company.

"Identified Property": as of any time, Properties acquired by Kimco 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 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) 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 suc h 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 3.3.

"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, and (c) as to any Money Market Loan, the last day of the Money Market Rate Period applicable thereto.

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"Interest Period": with respect to any Eurocurrency Loan:

(a)

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), two (2), three (3) or six (6) months thereafter, as selected by the Borrower in the notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and

(b)

thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurocurrency Loan and ending one (1), two (2), three (3) or six (6) months thereafter, as selected by the 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;

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

(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.

"JPMCB": JPMorgan Chase Bank, N.A.

"J.P. Morgan": J.P. Morgan Securities Inc.

"Kimco": as defined in the introductory paragraph hereof.

"Kimco Guarantee": the Guarantee by Kimco arising under Section 12.10 hereof.

"Lenders": as defined in the introductory paragraph hereof.

"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 a Lender on the Borrowing Date as the same may be continued or converted pursuant to this Agreement (whether a Eurocurrency Loan, an ABR Loan, or a Money Market Loan).

"Loan Documents": this Agreement, the Notes, each HS Pledge and Security Agreement and any instrument or agreement waiving, amending, or supplementing any Loan Document.

"Loan Parties":  The Borrower, Kimco and each First Tier Company.

"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 the Existing Revolving Credit Agreement and (b) involve the payment by Kimco or such Subsidiary of

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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.

"Majority Lenders": at any time (a) prior to the making of the Loans on the Borrowing Date, Lenders holding more than 50% of the total Commitments, and (b) thereafter, Lenders holding more than 50% of the aggregate principal amount of Loans outstanding at such time.

"Material Adverse Effect": a material adverse effect on (a) the business, operations, property, condition (financial or otherwise) or prospects 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 material Loan Documents or the rights or remedies of the Administrative Agent or the Lenders hereunder or under any other Loan Document.

"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": (a) the date that is one year after the date of this Agreement, or (b) if the term of this Agreement is extended pursuant to Section 12.8, the Extended Maturity Date; provided that references hereunder to the Maturity Date shall be to the Maturity Date specified in clause (a) unless and until extended in accordance with Section 12.8.

"Merger": as defined in the Merger Agreement.

"Merger Agreement": the Agreement and Plan of Merger dated as of July 9, 2006, among Kimco, KRC Acquisition Inc., a Maryland corporation and indirect Subsidiary of Kimco, KRC CT Acquisition Limited Partnership, a Delaware limited partnership, KRC PC Acquisition Limited Partnership, a Delaware limited partnership, Pan Pacific Retail Properties, Inc., a Maryland corporation, CT Operating Partnership, L.P., a California limited partnership, and Western/Pinecreek L.P., a Delaware limited partnership, as in effect on such date (or as it may be amended from time to time in a manner not materially adverse to the Lenders, including an amendment to remove the requirement that the "Partnership Mergers" (as such term is defined in such agreement on the date hereof) be consummated).

"Money Market Loans": 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 Borrowing Date (if borrowed on such a basis on the Borrowing Occasion), or in the case of a conversion to a Money Market Rate Loan, the date of such conversion.

"Money Market Rate Period": with respect to any Money Market Loan, the period requested by the Borrower in connection therewith (which period shall in no event be longer than 29 days or end after the Termination Date).

"Money Market Tranche": the collective reference to Money Market Loans having the same Borrowing Date (if borrowed on the Borrowing Occasion) or, in the case of a conversion to or continuation of a Money Market Rate Loan, the same date of conversion or continuation, and in either case the same Money Market Rate Period.

"Moody's": Moody's Investors Service, Inc.

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"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.

"Net Cash Proceeds": with respect to any Prepayment Event, (a) the cash proceeds received by or for the account of any HS Loan Party or PPRP or any Subsidiary of any thereof, in respect of such event, including (i) any cash received in respect of any non-cash proceeds (including as a result of any monetization of non-cash proceeds), but only as and when received, (ii) in the case of a casualty constituting a Prepayment Event, insurance proceeds received, and (iii) in the case of a condemnation or similar event constituting a Prepayment Event, condemnation awards and similar payments received, net of (b) the sum of (A) all reasonable fees, discounts, premiums, commissions or other out-of-pocket expenses of the applicable HS Loan Party or PPRP or applicable Subsidiary thereof (including any legal, title or recording tax expenses and similar holdbacks or deductions customarily deducted in the determination of net cash proceeds) paid or payable (if reserved for such purpose) to third parties in connection with such Prepayment Event, (B) in the case of a disposition of any Scheduled Property, the amount of all Indebtedness of any applicable HS Loan Party or PPRP or the applicable Subsidiary thereof related to such Scheduled Property (whether or not secured by such Scheduled Property or by any interest therein) required to be paid in connection with such disposition by the applicable HS Loan Party or PPRP or applicable Subsidiary thereof, (C) in the case of a financing or refinancing of any Indebtedness secured by a Scheduled Property or by any interest therein, the amount of all existing Indebtedness of the Borrower, any Guarantor, PPRP or any Subsidiary of any thereof secured by such Scheduled Property or by any interest therein that is paid in connection with such financing or refinancing, together with any premiums, fees, or other expenses incurred in connection therewith, (D) any amount paid or payable to the holde r of any direct or indirect minority interest in such Scheduled Property (which shall be set forth on Schedule 3.3, in the case of minority interests existing on the Borrowing Date), (E) the amount of all taxes paid (or reasonably estimated to be payable) as a result of such Prepayment Event, (F) any amounts taken as a reserve by the applicable HS Loan Party or PPRP or applicable Subsidiary thereof  in accordance with GAAP against any liabilities associated with the Scheduled Property (or interest therein) disposed of in such transaction and retained by the applicable HS Loan Party or PPRP or applicable Subsidiary thereof  after such disposition, including pension, employee benefit, environmental or against contractual indemnification obligations, or (G) in the case of financing ("New Mortgage Financing") with respect to a Hold Property for which commercial mortgage backed security financing was not obtained in connection with the Merger, the proceeds of such New Mortgage Fi nancing to the extent of equity capital that had been provided by Prudential and/or Kimco in order to acquire such Hold Property, up to the "Loan Amount" for such Hold Property as shown on Schedule 3.3.

"Noncontrolled Entity": any of the following Unconsolidated Entities: (a) the Income REIT, Kimco Retail Opportunity Portfolio, LLC, or  "Rio Can/Canadian Ventures", (b) 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 (c) any entity 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 2.10(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 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-R ecourse Indebtedness for all purposes hereunder if and to the extent such Indebtedness is not recourse (either contractually or by 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).

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"Non-U.S.  Lender": as defined in Section 2.10(b).

"Notes": as defined in Section 2.1(b).

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

"Obligations": all payment obligations of every nature of the Borrower from time to time owing to any 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":  the date that is one (1) year after the date of this Agreement.

"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 12.6(c).

"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 (x) that are not yet due and delinquent, or (y) 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 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 an d 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 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 in terest in any Unencumbered Property; provided that the term "Permitted Encumbrances" shall not include any Lien securing Indebtedness.

"Permitted Liens": (a) Liens imposed by law for taxes (x) that are not yet due and delinquent, or (y) where (A) the validity or amount thereof is being contested in good faith by appropriate proceedings, (B) the Person responsible for such taxes 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 on any HS Loan Party, (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 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 on any HS Loan Party, (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,

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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 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 any HS Loan Party; provided that the term "Permitted Liens" 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.

"PRK1":  as defined in the introductory paragraph hereof.

"PRK2":  as defined in the introductory paragraph hereof.

"PRK3":  as defined in the introductory paragraph hereof.

"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.

"Plan Assets": as defined in Section 3(42) of ERISA including under regulations referred to therein.

"Plan Asset Regulation":  Department of Labor Regulation Section 2510.3-101, 29 C.F.R. § 2510.3-101, and any successor regulation or regulations.

"PPRP": Pan Pacific Retail Properties, Inc., a Maryland corporation.

"Prepayment Event": (i) any sale, transfer or other disposition (including any other transaction however denominated having comparable effect) of any Sale Property, (ii) the incurrence of any Indebtedness secured by a Lien (other than a Permitted Lien) on any Sale Property, (iii) any casualty or taking under power of eminent domain or by condemnation or similar proceeding of any Sale Property unless the owner of the affected Sale Property shall be proceeding diligently and in good faith to repair, restore or replace the affected Sale Property; provided, however, that the total and complete casualty or taking of a Sale Property shall in any event constitute a Prepayment Event, (iv) the sale or other disposition (including any other transaction however denominated having comparable effect), or issuance, to a Person other than a Loan Party, PPRP, or a Wholly Owned Subsidiary of any thereof, of any equity interests in the Borrower, the Holdcos, PPRP, or any Subsidiary of any thereof, (v) any sale, transfer or other disposition (including any other transaction however denominated having comparable effect) of any Hold Property, (vi) the incurrence of any Indebtedness secured by a Lien (other than a Permitted Lien) on any Hold Property, and (vii) any casualty or taking under power of eminent domain or by condemnation or similar proceeding of any Hold Property unless the owner of the affected Hold Property shall be proceeding diligently and in good faith to repair, restore or replace the affected Hold Property; provided, however, that the total and complete casualty or taking of a Hold Property shall in any event constitute a Prepayment Event.

"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, any of the Consolidated Entities, or any of the Unconsolidated 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

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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 a n 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) 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.

"Prudential": The Prudential Insurance Company of America.

"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.

"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, 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).  For the avoidance of doubt, Guarantee Obligations shall not constitute Recourse Indebtedness in an amount greater than the amount provide d in the last proviso to the definition of Guaranteed Obligations.  

"Register": as defined in Section 12.6(b)(iv).

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

"Relevant Properties": as defined in Section 3.11(b).

"REOC": a "real estate operating company" as defined in the Plan Asset Regulation.

"REOC Update Certificate": in respect of a First Tier Company, a certificate of a Responsible Officer of such First Tier Company stating that such First Tier Company has consulted with Mayer Brown LLP or other recognized ERISA counsel reasonably acceptable to the Administrative Agent in connection with the

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preparation of such certificate, which certificate shall state that such First Tier Company (a) is a REOC as of the date of such certificate, (b) has met the requirements of paragraph (e)(1) of the Plan Asset Regulation within the Annual Valuation Period in which the date of such certificate falls, (c) has complied with Section (e)(2) of the Plan Asset Regulation through the date of such certificate, (d) will be a REOC (assuming compliance with section (e)(2) of the Plan Asset Regulation), as the case may be, at least until the end of its next Annual Valuation Period (assuming in either case no change in applicable law after the date of such certificate), and (e) making reference to the Annual Valuation Period of such First Tier Company; provided that to the extent that compliance with Section (e)(2) of the Plan Asset Regulation requires that any subsidiary of any Person is itself an operating company (including a REOC), such certificate shall state fa cts in sufficient detail to demonstrate satisfaction of such requirement.

"REOC Update Opinion": in  respect of a First Tier Company, a written opinion (addressed to the Administrative Agent and the Lenders) of Mayer Brown LLP or other recognized ERISA counsel reasonably acceptable to the Administrative Agent, in form, scope, and substance reasonably acceptable to the Administrative Agent, to the effect that none of the assets of such First Tier Company constitute Plan Assets because such First Tier Company is a REOC, and that such First Tier Company will be a REOC (assuming compliance with Section (e)(2) of the Plan Asset Regulation) at least until the end of its next Annual Valuation Period (assuming in either case no change in applicable law after the date of such opinion) and making reference to the Annual Valuation Period of such First Tier Company.

"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.

"Required Lenders": at any time, (a) prior to the making of the Loans on the Borrowing Occasion, Lenders holding at least 66-2/3% of the total Commitments and (b) thereafter, Lenders holding at least 66-2/3% of the aggregate principal amount of Loans outstanding 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 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, any executive officer or financial officer of such Person or any other individual that the board of directors of such Person shall designate and any other officer or similar official thereof responsible for the administration of the obligations of such Person.

"Sale LLC": as defined in the introductory paragraph hereof.

"Sale Property" a property identified on Schedule 3.3 as a Sale Property.

"Scheduled Property" each Sale Property and each Hold Property.

"S&P": Standard & Poor's Ratings Services.

"Secured Party": each of Administrative Agent and the Lenders and their successors and assigns.

"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

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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 or Level II 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; and

"Level II Status" exists at any date if, at such date, Level I Status does not exist;

provided that (i) in the event of a “split” rating, the Applicable Margin 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 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 the Loan Parties 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.

"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.  Notwithstanding the foregoing, for all purposes hereunder, each of Sale LLC, each Subsidiary of Sale LLC, PPRP, and each Subsidia ry of PPRP shall be treated as a Subsidiary of each First Tier Company.

"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.   

"Termination Date": the date that is the earlier to occur of (a) the Maturity Date and (b) 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) (a) replacement reserves of $0.15 per square foot of gross leasable area per annum, pro-rated for the applicable period, (b) non-cash revenue for such period attributable to straight-lining of rents, (c) EBITDA for such period attributable to Unconsolidated Entities, (d) income for such period from mezzanine and mortgage loan

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receivables, (e) dividend and interest income from marketable securities, (f) EBITDA for such period attributable to Identified Properties, and (g) 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 (g), 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.

"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).

"Transactions": the execution, delivery and performance by the Loan Parties of the Loan Documents to which they are a party and the consummation of the transactions contemplated thereby, including the borrowing hereunder.

"Transferee": as defined in Section 12.7.

"Type": as to any Loan, its nature as an ABR Loan, a Eurocurrency Loan or a Money Market 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

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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 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 int erest, 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 (as defined in the Existing Revolving Credit Agreement) pursuant to an ef fective Subsidiary Guarantee (as defined in the Existing Revolving Credit Agreement).

"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 remainin g 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).

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

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"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.

"Wachovia Bank" means Wachovia Bank, National Association.

"Wholly Owned Subsidiary": of any Person, 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 such Person directly or indirectly through one or more Wholly Owned Subsidiaries; provided that unless such Person is otherwise specified, such Person shall be Kimco.

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, waived, 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.

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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 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.

ARTICLE II

THE LOANS

SECTION 2.1

Loans.

(a)

Term Loan Commitments.

(i)

Subject to the terms and conditions hereof, each Lender severally agrees to make a term loan to the Borrower, in dollars, on a single occasion (the "Borrowing Occasion") on the Borrowing Date, in an aggregate principal amount not to exceed its Commitment; provided that no Loans shall be made if the Commitments shall have terminated.  Amounts prepaid or repaid in respect of Loans may not be reborrowed.

(ii)

Each Loan shall be made on the Borrowing Occasion as part of a Borrowing consisting of Loans made by the Lenders in accordance with their respective Applicable Percentages.  The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments are several and no Lender shall be responsible under this Agreement for any other Lender's failure to make Loans as required.

(iii)

Subject to Section 2.7 and Section 2.9, the Borrowing made on the Borrowing Occasion shall be comprised entirely of Eurocurrency Loans, ABR Loans, or Money Market Loans or a combination thereof, as determined by the Borrower and notified to the Administrative Agent in accordance with Section 2.1(d).  No Loan, including any Loan into which another Loan shall have been converted or continued under Section 2.3 shall be a Eurocurrency Loan after the day that is one (1) month prior to the Termination Date.  Each Lender at its option may make (or convert into or continue) any Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make (or convert into or continue) such Loan; provided that any exercise of such option shall not affect the obligation of the  Borrower to repay such Loan in accordance with the terms of this Agreement; provided, further, that each applicable L ender shall at all times comply with the requirements of this Agreement in respect thereto, including Section 2.11, and no Lender shall make any such election if and to the extent the same would cause the Borrower to increase its payment obligations hereunder.  

(b)

Notes.  The Loans made by each Lender shall be evidenced by a promissory note executed and delivered by the Borrower at the request of such Lender, substantially in the form of Exhibit B-1, with appropriate insertions as to payee and date (a "Note"), payable to the order of such Lender in a principal amount equal to the aggregate unpaid principal amount of all Loans made by such Lender.  Each Lender is hereby authorized to record, as applicable, the date, Type and amount of each 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 Eurocurrency Loans, the length of each Interest Period with respect thereto, and, in the case of Money Market Loans, the Money Market Rate Period with respect thereto, on the schedule (including any contin uation of such schedule) annexed to and constituting a part of its Note, and any such recordation shall constitute prima facie evidence of the accuracy of the information so

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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 the Borrower under this Agreement or the Notes.  

(c)

Termination Date.  The Borrower shall repay all then outstanding Loans on the Termination Date.   

(d)

Procedure for Borrowing Loans on the Borrowing Date.  The 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 prior to the Borrowing Date, as to any part of the requested Loans which are to be initially Eurocurrency Loans, (ii) two (2) Business Days prior to the Borrowing Date, as to any part of the requested Loans which are to be initially Money Market Loans, or (iii) one (1) Business Day prior to the Borrowing Date, otherwise), specifying (A) the aggregate amount to be borrowed, (B) the Borrowing Date and, in the case of each Money Market Loan, the requested Money Market Rate Period, (C) whether the Borrowing is to be of Eurocurrency Loans, ABR Loans, Money Market Loans or a combination thereof, and (D) if the Borrowing is to be entirely or partly of Eurocurrency Loans, the respective amounts of each such Eurocurrency Loan and the respective lengths of the initial Interest Periods therefor.  The Borrowings on the Borrowing Occasion shall be in an amount equal to (i) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (ii) in the case of Eurocurrency Loans or Money Market Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof, in each case subject to Section 2.1(e).  Upon receipt of such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof.  Each Lender will make the amount of its pro rata share of such Borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 12.2 prior to 1:00 P.M., New York City time (or in the case of Money Market Loans having a Money Market Rate Period of six (6) days or less from the Borrowing Date, 3:00 P.M., New York City time), on the Borrowing Date in fun ds immediately available to the Administrative Agent.  Such Borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the 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 to be made on the Borrowing Occasion exceed two (2).  

(e)

Principal Amounts.  Notwithstanding anything to the contrary in this Agreement, (i) the borrowings, and all prepayments, conversions and continuations of Eurocurrency 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, (A) the aggregate principal amount of the Loans comprising each Eurocurrency Tranche shall be equal to $1,000,000 or a whole multiple of $100,000 in excess thereof, and (B) there shall be no more than ten (10) Eurocurrency Tranches outstanding at any one time, and (ii) the borrowings, and all prepayments, conversions and continuations of Money Market Rate Loans hereunder and all selections of Money Market Rate Periods hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, (A) the aggregate principal amount of each Money Market Rate Loan shall be equal to $1,000,000 or a whole multiple of $100,000 in excess thereof, and (B) there shall be no more than ten (10) Money Market Rate Loans outstanding at any one time; provided that at no time shall the sum of the number of Eurocurrency Tranches outstanding at any one time and the number of Money Market Rate Loans outstanding at any one time exceed fifteen (15) .

(f)

Termination of Commitments.  Unless earlier terminated hereunder, the Commitments shall automatically and permanently terminate upon the earlier to occur of (i) the making of the Loans on the Borrowing Occasion (whether or not the Loans made on the Borrowing Occasion total the full amount of the Commitments) and (ii) the termination of the Commitment Period.

SECTION 2.2

Prepayments.

(a)

Optional. The Borrower may at any time and from time to time prepay the Loans (subject, in the case of Eurocurrency Loans and Money Market Loans to compliance with the terms of Section 2.1(e) and Section 2.11), in whole or in part, without premium or penalty, upon at least one (1) Business Days' irrevocable notice to the Administrative Agent, specifying the date and amount of prepayment and whether the

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prepayment is of Eurocurrency Loans, ABR Loans, Money Market Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each.  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 2.11.  Subject to Section 2.1(e), partial prepayments shall be in an aggregate principal amount of $100,000 or a whole multiple of $100,000 in excess thereof.

(b)

Mandatory.  The Borrower shall, within three Business Days after the occurrence of a Prepayment Event, prepay Loans in an aggregate amount equal to (i) in the case of a Prepayment Event arising under clause (i), (ii), (iii) or (iv) of the definition thereof, 100% of the Net Cash Proceeds in respect of such Prepayment Event, and (ii) in the case of a Prepayment Event arising under clause (v), (vi) or (vii) of the definition thereof, the applicable FTG Percentage (based on the ownership of the applicable Hold Properties that are the subject of such Prepayment Event) of the Net Cash Proceeds in respect of such Prepayment Event.  

(c)

Amounts prepaid pursuant to this Section 2.2 shall be applied first to reduce outstanding ABR Loans.  Any amounts remaining after application in accordance with the preceding sentence shall be applied to such Eurocurrency Loans or Money Market Loans as the Borrower shall direct, such prepayments to be subject to Section 2.11.  

(d)

All prepayments shall be accompanied by all interest accrued hereunder on the amount prepaid through the date of prepayment.

SECTION 2.3

Conversion and Continuation Options.

(a)

The Borrower may elect from time to time to convert Eurocurrency Loans and Money Market 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, and any such conversion of Money Market Loans may only be made on the last date of the Money Market Rate Period with respect thereto.  The Borrower may elect from time to time to convert Eurocurrency Loans to Money Market Loans by giving the Administrative Agent at least two (2) Business Days’ prior irrevocable notice of such election, or to convert Money Market Loans to Eurodollar Loans, by giving the Administrative Agent at least three (3) 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, and any such conversion of Money Market Loans may only be made on the last date of the Money Market Rate Period with respect thereto.  The Borrower may elect from time to time to convert ABR Loans to Eurocurrency Loans, by giving the Administrative Agent at least (3) Business Days’ prior irrevocable notice of such election, or to convert ABR Loans to Money Market Loans by giving the Administrative Agent at least two (2) 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.  Any such notice of conversion to Money Market Loans shall specify the initial Money Market Rate Period or Money Market Rate 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 Euroc urrency Loans, Money Market Loans, and ABR Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurocurrency Loan or a Money Market 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 2.1(e) would not be contravened, and (iii) no Loan may be converted into a Eurocurrency Loan after the date that is one (1) month prior to the Termination Date.  If the Borrower shall fail to give any required notice as described above in this paragraph or if such conversion is not permitted pursuant to the preceding proviso, such Loans (other than Eurocurrency Loans or Money Market Loans that are continued in accordance with Section 2.3(b)) shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period or Money Market Rate Period, as applicable.

(b)

Any Eurocurrency Loans or Money Market Loans may be continued as such upon the expiration of the then current Interest Period or Money Market Rate Period with respect thereto by the

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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 or Money Market Rate Period to be applicable to such Loans, provided that no Eurocurrency Loan or Money Market Rate 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 2.1(e) would be contravened, or (iii) after the date that is one month prior to the Termination Date, and provided, further, that if the 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 or Money Market Rate Period, as applicable.  Upon receipt of any notice pursuant to this Section 2.3(b), the Administrative Agent shall promptly notify each Lender thereof.  

SECTION 2.4

Interest Rates and Payment Dates.

(a)

Each Eurocurrency 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 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.

(d)

If all or a portion of (i) the principal amount of any 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 2.4 plus 2% or (y) in the case of any overdue interest, fee or other amount, the rate described in Section 2.4(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).

(e)

Interest shall be payable in arrears on each Interest Payment Date, provided that (i) interest accruing pursuant to Section 2.4(d) shall be payable from time to time on demand, and (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment.

SECTION 2.5

Computation of Interest.

(a)

Interest (other than interest calculated on the basis of the Prime Rate) shall be calculated on the basis of a 360-day year for the actual days elapsed.  Interest calculated on the basis of the ABR 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 Borrower and the Lenders of each determination of a Eurocurrency Rate or Money Market Rate.  Any change in the interest rate on a Loan 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 Borrower 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 Borrower and the Lenders in the absence of manifest error.  The Administrative Agent shall, at the request of the Borrowers, deliver to the Borrower a statement showing the quotations used by the Administrative Agent in determining any interest rate with respect to any Eurocurrency Loan.

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SECTION 2.6

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 Borrower) 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 that the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lender(s) (as conclusively certified by such Lender(s) of making or maintaining their affected Loans during such Interest Period;

the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter.  If such notice is given, (i) any Eurocurrency Loans requested to be made on the Borrowing Date shall be made as ABR Loans, (ii) any Loans that were to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be converted to or continued as ABR Loans, and (iii) any outstanding Eurocurrency Loans shall be converted, on the first day of such Interest Period, to ABR Loans.  Until such notice has been withdrawn by the Administrative Agent, Eurocurrency Loans shall not be made, and no further Eurocurrency Loans shall be continued as such, nor shall the Borrower have the right to convert any other Loans to Eurocurrency Loans.

SECTION 2.7

Pro Rata Treatment and Payments.

(a)

Each Borrowing shall be made (on the Borrowing Occasion), continued, or converted pro rata according to the respective Applicable Percentages of the Lenders.  Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans then held by the Lenders.  If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, 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 then due hereunder, ratably among the parties entitled thereto in accordance with the amo unts of principal then due to such parties.  All payments (including prepayments) to be made by the Borrower 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, on the due date thereof to the Administrative Agent, for the account of the applicable Lenders, at the Administrative Agent's office specified in Section 12.2 in immediately available funds.  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 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 the Borrowing Date 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 Borrower a corresponding amount.  If such amount is not made

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available to the Administrative Agent by the required time of the Borrowing Occasion, 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 2.7(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 the 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 Borrower.

SECTION 2.8

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, and (b) such Lender's 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.  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 Borrower shall pay to such Lender such amounts, if any, as may be required pursuant to Section 2.11.

SECTION 2.9

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 to any tax of any kind whatsoever with respect to this Agreement, any Note, or any Eurocurrency Loan or Money Market Loan, made by it, or change the basis of taxation of payments to such Lender in respect thereof (except in each case for Non-Excluded Taxes covered by Section 2.10 and changes in the rate of tax on the overall net income of such Lender);

(ii)

shall impose, modify or hold applicable any reserve (except to the extent that such reserve is specifically subject to Section 2.9(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 or the Money Market 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, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining Eurocurrency Loans or Money Market Loans, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, (x) the Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable, and (y) the Borrower agrees to pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable with respect to this Agreement or the Commitments generally and not solely with respect to any particular Borrower's Loans.  If any Lender becomes entitled to claim any additional amounts pursuant to this Section 2.9(a), it shall promptly notify the Borrower, through the Administrative Agent, o f the event by reason of which it has become so entitled, provided that such amounts shall be no greater than amounts that such Lender is generally charging other borrowers similarly situated to the Borrower.  

(b)

If any Lender shall have determined that the application of any Requirement of Law regarding capital adequacy or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental

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Authority does or shall have the effect of reducing the rate of return on such Lender's or such corporation's capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such application or compliance (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy and such Lender's treatment of its Commitments 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 to the Borrower (with a copy to the Administrative Agent) of a written request therefor (setting forth in reasonable detail the basis for such request), (i) the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender, or such corporation, for such reduction, and (ii) the Borrower shall pay to suc h Lender such additional amount or amounts as will compensate such Lender or such corporation, as the case may be, for such reduction with respect to this Agreement or the Commitments.

(c)

The Borrower agrees to pay to each Lender which requests compensation under this Section 2.9(c) (by notice to the Borrower), on the last day of each Interest Period with respect to any Eurocurrency Loan of such Lender, 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 the Borrower) representing such Lender's calculation or, if an accurate calculation is impracticable, rea sonable 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 2.9(c) shall promptly withdraw such notice (by written notice of withdrawal given to the Administrative Agent and the 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 2.9 submitted by any Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error.  The agreements in this Section 2.9 shall survive the termination of this Agreement and the payment of the 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 2.9, the Borrower shall not be obligated to pay any greater amounts than such Lender(s) is (are) generally charging other borrowers similarly situated to the Borrower.

SECTION 2.10

Taxes.

(a)

All payments made by the 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

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and franchise taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent or any Lender as a result of a present or former connection between the Administrative Agent 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 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 or any Lender hereunder or under the Notes, the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Admi nistrative Agent 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 the Borrower shall not be required to increase any such amounts payable to any Non-U.S. Lender if such Lender fails to comply with the requirements of Section 2.10(b).  Whenever any Non-Excluded Taxes are payable by the Borrower, as promptly as possible thereafter the Borrower shall send to the Administrative Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof.  If the 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, the Borrower shall indemnify the Administrative Agent and the Lenders for any incremental taxe s, interest or penalties that may become payable by the Administrative Agent or any Lender as a result of any such failure.  The agreements in this Section 2.10(a) shall survive the termination of this Agreement and the payment of the 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 Borrowing Date in the case of any such Person that is a Lender as of the Borrowing Date) to the Borrower 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 the Borrower and is not a controlled foreign corporation related to the 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 Borrower 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 Borrower 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 Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form of certification adopted by the U.S. taxing authorities for such purpose).  Notwithstanding any other provision of this Section 2.10(b), a Non-U.S. Lender shall not be required to deliver any form pursuant to this Section 2.10(b) that such Non-U.S. Lender is not legally able to deliver.

(c)

Each Lender (or Transferee) that is not a Non-U.S. Lender (a "U.S. Lender") shall deliver (on or prior to the Borrowing Date in the case of any such Person that is a Lender as of the Borrowing Date) to the Borrower 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

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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 Borrower 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 2.10(c), a U.S. Lender shall not be required to deliver any form pursuant to this Section 2.10(c) that such U.S. Lender is not legally able to deliver.

SECTION 2.11

Indemnity.

The 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 the Borrower in making the borrowing of any Eurocurrency Loans or Money Market Loans, or in the conversion into or continuation of Eurocurrency Loans or Money Market Loans after the Borrower has given a notice requesting or accepting the same in accordance with the provisions of this Agreement, (b) default by the Borrower in making any prepayment after the 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 or Money Market Loans on a day which is not the last day of an Interest Period or a Money Market Rate Period, as the case may be, with respect thereto.  Such indemnification may, at the option of any Lender, include an a mount 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 Rate Period (or proposed Interest Period or proposed Money Market Rate Period, 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) 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 and the payment of the Loans and all other amounts payable hereunder, until the first anniversary of th e Final Date.

SECTION 2.12

Change of Lending Office.

Each Lender and each Transferee agrees that, upon the occurrence of any event giving rise to the operation of Section 2.8, 2.9 or 2.10 with respect to such Lender or Transferee, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender or Transferee) to designate another lending office for 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 provided, further, that nothing in this Section 2.12 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender or Transferee pursuant to Sections 2.8, 2.9 and 2.10.

SECTION 2.13

Replacement of Lenders under Certain Circumstances.

The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.9 or 2.10, (b) is affected in the manner described in Section 2.8 and as a result thereof any of the actions described in Section 2.8 is required to be taken, or (c) defaults in its obligations to make a Loan 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 Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Section 2.11 if any Eurocurrency Loan or Money Market Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last da y of the Interest Period, or the Money Market Rate Period, 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, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.6

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(provided that the Borrower shall be obligated to pay the processing and recordation fee referred to therein), (vii) the replaced Lender shall be released from its obligations under this Agreement, (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.9 or 2.10, as the case may be, and (ix) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender if it defaulted in its obligation to make a Loan hereunder.

SECTION 2.14

Obligations of Loan Parties Not Contractually Subordinated.

The Loans and the obligations hereunder of the Loan Parties shall not be contractually subordinated to any other obligations of a Loan Party.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF HS LOAN PARTIES

To induce the Administrative Agent and the Lenders to enter into this Agreement, and to make the Loans, it is hereby represented and warranted as of the Borrowing Occasion by the specified HS Loan Party, with respect to itself (and its Subsidiaries) only and not with respect to any other HS Loan Party (or the Subsidiaries thereof), to the Administrative Agent and each Lender as follows:

SECTION 3.1

Existence, Compliance With Law, Power, Authorization, Enforceability.

(a)

Such HS Loan Party (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the limited liability company (or corporate, limited partnership, or other applicable entity) 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 limited liability company (or corporation, limited partnership, or other applicable entity) 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 ex cept to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b)

Such HS 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 the Borrower, to borrow hereunder, and 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 the Borrower, the borrowing of the Loans hereunder, 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 (except such as have been obtained and are in full force and effect) in connection with the borrowing of the Loans hereunder or the execution, delivery, performance, validity or enforceability of any Loan Document.  Each Loan Document to which such HS Loan Party is a party has been duly executed and delivered on its behalf.  Each Loan Document to which such HS Loan Party is a party constitutes its legal, valid and binding obligation enforceable against it 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 3.2

No Legal Bar, Approvals, Material Litigation, No Default.

(a)

The execution, delivery and performance of the Loan Documents and the Borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any

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Contractual Obligation of such HS Loan Party 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 (other than Liens in favor of the Secured Parties under the Loan Documents).

(b)

No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of such HS Loan Party, threatened by or against it 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.

(c)

Neither such HS Loan Party 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.

SECTION 3.3

Ownership of Property, Intellectual Property.

(a)

Each of such HS Loan Party 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.

(b)

Without limiting the foregoing, it is hereby represented and warranted: (i) by Sale LLC, that Sale LLC owns, directly or indirectly, all the Scheduled Properties indicated on Schedule 3.3 as owned by it, (ii) by each First Tier Company, that PPRP owns, directly or indirectly, all the Scheduled Properties indicated on Schedule 3.3 as owned by PPRP, (iii) by PRK1, that (A) Prudential, acting on behalf of Account 1, owns directly or indirectly 85% of the equity interests of PRK1, (B) that Kimco owns directly or indirectly 15% of the equity interests of PRK1, (C) that PRK1 owns beneficially and of record 46.2921% of the equity interests in each of Sale LLC and PPRP, (D) that PRK1 owns beneficially and of record all the equity interests in Holdco1, and (E) that Holdco1 owns, directly and indirectly, all of the Scheduled Properties indicated on Schedule 3.3 as owned by Holdco1, (iv) by PRK2, that (A) Pruden tial, acting on behalf of Account 2, owns directly or indirectly 85% of the equity interests of PRK2, (B) that Kimco owns directly or indirectly 15% of the equity interests of PRK2, (C) that PRK2 owns beneficially and of record 45.5763% of the equity interests in each of Sale LLC and PPRP, (D) that PRK2 owns beneficially and of record all the equity interests in Holdco2, and (E) that Holdco2 owns, directly and indirectly, all of the Scheduled Properties indicated on Schedule 3.3 as owned by Holdco2, (v) by PRK3, that (A) Prudential, acting on behalf of Account 3, owns directly or indirectly 85% of the equity interests of PRK3, (B) that Kimco owns directly or indirectly 15% of the equity interests of PRK3, (C) that PRK3 owns beneficially and of record  8.1316% of the equity interests in each of Sale LLC and PPRP, (D) that PRK3 owns beneficially and of record all the equity interests in Holdco3, and (E) that Holdco3 owns, directly and indirectly, all of the Scheduled Properties indicated on Sche dule 3.3 as owned by Holdco3, (vi) by each First Tier Company, that the Hold Properties owned directly and indirectly by Holdco1, Holdco2, Holdco3, Sale LLC and PPRP represent approximately 34.8254%, 32.7123%, 8.1316%, 10.7331% and 13.5977%, respectively (and 100% in the aggregate), of the Attributed Value of all the Hold Properties, and (vii) by each HS Loan Party, that the Sale Properties owned directly and indirectly by Sale LLC and by PPRP represent approximately 94.92%, and 5.08%, respectively (and 100% in the aggregate), of the Attributed Value of all the Sale Properties.  The percentages set forth in Section 3.3(b)(iii)(C), Section 3.3(b)(iv)(C) and Section 3.3(b)(v)(C) above do not reflect any interests of the First Tier Companies in any Hold Properties held by Sale LLC through CTOP (as defined in the Merger Agreement), which are allocated to such First Tier Companies as set forth on Schedule 3.3.

(c)

Such HS Loan Party 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 such HS Loan Party know of any valid basis for any such claim.  The use of such Intellectual Property by such HS Loan Party and its Subsidiaries does not infringe on the rights of any Person,

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except for such claims and infringements that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

SECTION 3.4

No Burdensome Restrictions.

No Requirement of Law or Contractual Obligation applicable to or binding on such HS Loan Party or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.  

SECTION 3.5

Taxes, Federal Regulations.

(a)

Each of such HS Loan Party and its Subsidiaries has filed or caused to be filed all tax returns which, to its knowledge, are required to be filed after the Borrowing Date and has paid all taxes shown to be due and payable on 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 such HS Loan Party or the books of its Subsidiaries, as the case may be); no tax Lien has been filed, and, to the knowledge of such HS Loan Party, no claim is being asserted, with respect to any such tax, fee or other charge.

(b)

The Borrower represents and warrants that no part of the proceeds of any Loan 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.  

SECTION 3.6

ERISA.

(a)

Such HS Loan Party does not maintain or contribute to any Plan.

(b)

Each First Tier Company hereby represents and warrants that it is a REOC.  

SECTION 3.7

Investment Company Act; Other Regulations.

(a)

The Borrower represents and warrants that it is not an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended.  

(b)

The Borrower represents and warrants that it is not subject to regulation under any Federal or State statute or regulation which limits its ability to incur Indebtedness.

SECTION 3.8

Collateral, Guarantees.

(a)

Each First Tier Company represents and warrants that the HS Pledge and Security Agreement executed and delivered by such First Tier Company, and the financing statements filed (or, in the case of financing statements delivered to the Administrative Agent for filing, upon the filing thereof) create, as security for the obligations of such First Tier Company under its FTC Guarantee, valid and enforceable, perfected first priority security interests in and Liens, in favor of the Administrative Agent as agent for the benefit of the Secured Parties, on (i) all the equity interests held by such First Tier Company in Holdco1, Holdco2, and Holdco3, as the case may be, (ii) all the equity interests held by such First Tier Company in Sale LLC, (iii) all the equity interests held by such First Tier Company in PPRP, and (iv) all other property in which a security interest is purported to be granted in such HS Pledge and Security Agreement or other agreements in which a Lien can b e granted and perfected under the Uniform Commercial Code, subject to no other Liens, except as enforceability may be limited by applicable insolvency, bankruptcy or other laws affecting creditors’ rights generally, or general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.  Such security interests in and Liens upon such

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property are the sole and exclusive Liens on the property subject thereto and shall be superior to and prior to the rights of all third parties in such property.

(b)

Each First Tier Company represents and warrants that the FTC Guarantee of such First Tier Company is in full force and effect and has not been repudiated or disaffirmed by such First Tier Company.

SECTION 3.9

Purpose.

The Borrower represents and warrants that the proceeds of the Loans will be used solely to refinance outstanding indebtedness under the Existing Term Loan Facility on the Borrowing Date, and the other transactions related thereto.

SECTION 3.10

Environmental Matters.

Such HS Loan Party represents and warrants that the following statements are true and correct as to any Scheduled Properties in which it has any direct or indirect ownership interest (as to each HS Loan Party, for such purpose, the "Applicable Properties"): 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 its best knowledge, the Applicable 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 its best knowledge, the Applicable Properties and all operations at the Applicable 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 Applicable Properties, or violation of any Environmental Law with respect to the Applicable Properties, (c) neither it 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 Applicable Properties, nor does it have knowledge or reason to believe that any such notice will be received or is being threatened, (d) to its best knowledge, Materials of Environmental Concern have not been transported or disposed of from the Applicable 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 Applicable Properties in violation of, or in a manner that could give rise to liability un der, any applicable Environmental Laws, (e) no judicial proceeding or governmental or administrative action is pending, or, to its knowledge, threatened, under any Environmental Law to which it or any of its Subsidiaries is or, to its knowledge, will be named as a party with respect to the Applicable 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 Applicable Properties, (f) to its best knowledge, there has been no release or threat of release of Materials of Environmental Concern at or from the Applicable Properties, or arising from or related to the operations of such HS Loan Party and its Subsidiaries in connection with the Applicable Properties in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

SECTION 3.11

Insurance, Condition of Properties.

(a)

Such HS Loan Party or its Subsidiaries 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, except in cases where failure to maintain such insurance will not have or potentially have a Material Adverse Effect.

(b)

Such HS Loan Party represents and warrants that the following statements are 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, as to any Scheduled Properties in which it has any direct or indirect ownership interest (as to such HS Loan Party, for such purpose, the "Relevant Properties"): (i) all of the improvements located on the Relevant Properties and the

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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, (ii) no material portion of any of the Relevant Properties, nor any improvements located on said Relevant 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, (iii) no condemnation or eminent domain proceeding has been commenced or to its knowledge is about to be commenced against any portion of any of the Relevant Properties, or any improvements located thereon that are material to the operation, use o r value of said Relevant Properties except as set forth and described in Schedule 3.11, (iv) no notices of violation of any federal, state or local law or ordinance or order or requirement have been issued with respect to any Relevant Properties.

SECTION 3.12

Solvency.

Such HS Loan Party is Solvent after giving effect to the borrowings of Sale LLC, to the FTC Guarantee of each First Tier Company, and to each HS Pledge and Security Agreement.  No event described in paragraph (f) of Article X has occurred in respect of any HS Loan Party.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF KIMCO

To induce the Administrative Agent and the Lenders to enter into this Agreement, and to make the Loans, Kimco hereby represents and warrants as of the Borrowing Occasion to the Administrative Agent and each Lender as follows:

SECTION 4.1

Financial Condition.

(a)

The consolidated balance sheet of Kimco and its subsidiaries as at December 31, 2007 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, 2008 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 fairl y 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, other than Indebtedness and Guarantee Obligations incurred in connection with the Transactions.  

(b)

The credit rating of Kimco's unsecured debt is not less than BBB-/Baa3.

SECTION 4.2

No Change.

Since December 31, 2007, 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.  

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SECTION 4.3

Corporate Existence; Compliance with Law.

Kimco (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate 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, (c) 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 (d) 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.

SECTION 4.4

Power; Authorization; Enforceable Obligations.

Kimco has the corporate power and authority, and the legal right, to make, deliver and perform each Loan Document to which it is a party and has taken all necessary corporate action to authorize the execution, delivery and performance of each Loan Document to which it is a party 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 respect of Kimco (except such as have been obtained and are in full force and effect) in connection with the borrowing of the Loans hereunder or with the execution, delivery, performance, validity or enforceability of any Loan Document.  Each Loan Document to which Kimco is a party has been duly executed and delivered by Kimco and constitutes a legal, valid and binding obligation of Kimco enforceable against Kimco 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; Approvals.

The execution, delivery and performance by Kimco of the Loan Documents to which it is a party and the Borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law applicable to Kimco or any Contractual Obligation of Kimco and will not result in, or require, the creation or imposition of any Lien on any of Kimco’s properties or revenues pursuant to any such Requirement of Law or Contractual Obligation (other than Liens in favor of the Secured Parties under the Loan Documents).

SECTION 4.6

Kimco Guarantee.

The Kimco Guarantee is in full force and effect and has not been repudiated or disaffirmed by Kimco.   

SECTION 4.7

Benefit of Loans.

Kimco is in the business of acquiring, owning, developing and operating shopping centers and of providing the required services and other facilities for those integrated operations, and expects to derive benefits, directly or indirectly, in return for undertaking its obligations under this Agreement and the other Loan Documents.

SECTION 4.8

Solvency.

Before and after giving effect to the Transactions, including the Kimco Guarantee, Kimco is Solvent.  No event described in paragraph (f) of Article X has occurred in respect of Kimco.

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SECTION 4.9

[Reserved].

SECTION 4.10

Full Disclosure.  

Each of the following representations and warranties is true and correct (in respect of the Acquired Companies, the Scheduled Properties and information furnished by or on behalf of the Acquired Companies, such representations and warranties being to the best of Kimco’s knowledge):

(a) all written information of a factual nature (other than projections and information of a general economic nature) (the "Information") concerning Kimco, the Acquired Companies, the Transactions and any other transactions contemplated hereby prepared by or on behalf of Kimco or any of its representatives or by or on behalf of the Acquired Companies or any of its representatives made available to any of the Lenders by Kimco or any of its representatives or by the Acquired Companies or any of its representatives in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects when so made available, and did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are mad e.

(b) the projections prepared by or on behalf of Kimco or any of its representatives or by or on behalf of the Acquired Companies or any of its representatives made available to any of the Lenders by or on behalf of Kimco or any of its representatives or the Acquired Companies or its representatives in connection with the Transactions or the other transactions contemplated hereby (the "Projections") were prepared in good faith based upon assumptions believed by Kimco to be reasonable at the time when made and at the time when such Projections were furnished to such Lender (it being understood that any such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of Kimco or the Acquired Companies, and that no assurance can be given that such Projections will be realized).  

ARTICLE V

CONDITIONS

SECTION 5.1

Conditions to Effectiveness, Effective Date.

The effectiveness of this Agreement and the availability of the loans hereunder, is subject to the satisfaction of the following conditions (or the waiver of such conditions in accordance with Section 12.1):

(a)

Loan Documents.  The Administrative Agent shall have received (i) from each party hereto, either a counterpart of this Agreement signed on behalf of such party, or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and (ii) from each First Tier Company, either a counterpart of the HS Pledge and Security Agreement signed on behalf of such party, or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page thereof) that such party has signed a counterpart of the HS Pledge and Security Agreement.

(b)

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 the Borrower and the Guarantors and the authorization of the Borrower and the Guarantors 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.

(c)

Notes.  The Administrative Agent shall have received from the Borrower a signed Note for the account of each Lender that notified the Administrative Agent of its request for Notes.

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(d)

Closing Certificates.  The Administrative Agent shall have received a certificate from a Responsible Officer of Kimco dated the Effective Date, confirming compliance with the conditions specified in this Section 5.1.  

(e)

Existing Term Loan Facility.  The Administrative Agent shall have received evidence that substantially simultaneously herewith all outstanding obligations under the Existing Term Loan Facility shall be paid in full and the Existing Term Loan Agreement shall be terminated.  

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

SECTION 5.2

Conditions to the Borrowing.  

The agreement of each Lender to make any Loan is subject to the satisfaction of the following conditions precedent:

(a)

Governmental Approvals. All governmental approvals necessary to effect the Transactions shall have been obtained.

(b)

No Adverse Change. Since December 31, 2007, 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.

(c)

Legal Opinions.  The Administrative Agent shall have received, with a counterpart for the Administrative Agent and each Lender, (i) the executed legal opinion of Wachtell, Lipton, Rosen & Katz, special counsel to the Loan Parties, substantially in the form of Exhibit D-1, and (ii) the executed legal opinion of Mayer Brown LLP, special ERISA counsel, substantially in the form of Exhibit D-2.  Each Loan Party  hereby requests such counsel to deliver such opinion.

(d)

No Default.  On the Borrowing Date: (i) no Event of Default shall have occurred and be continuing under and as defined in (A) the Existing Revolving Credit Agreement, (B) Kimco's September 1, 1993 bond indenture, (C) Kimco's existing C$250,000,000 Canadian revolving credit facility, or (D) Kimco North Trust III's existing Canadian indenture (each such credit facility or indenture as from time to time modified, waived or supplemented) which in any such case relates to payments of amounts due or compliance with the financial covenants under such credit facility or under such indenture and (ii) there shall not have been any acceleration of, or payment default under, recourse indebtedness of Kimco for borrowed money in an aggregate amount exceeding $100,000,000.

(e)

Representations and Warranties.  On the Borrowing Date, each of the representations and warranties made by the Loan Parties in this Agreement 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.

(f)

Costs and Expenses.  The Administrative Agent shall have received payment (which may be proceeds of the Loans under this Agreement) for the account of the applicable payee of all fees and other amounts due and payable under or in connection with this Agreement or the Fee Letter, and, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid under the Loan Documents or under the Fee Letter (including the reasonable fees and disbursements invoiced through such date of JPMCB's special counsel), on or prior to the Borrowing Date.

(g)

Closing Certificates.  The Administrative Agent shall have received (i) a certificate from a Responsible Officer of Kimco dated the Borrowing Date, confirming compliance with the conditions specified in this Section 5.2, and (ii) a certificate (each, an "AVP Certificate") from a Responsible Officer of

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each First Tier Company dated the Borrowing Date and certifying that for purposes of paragraph (d)(5) of the Plan Asset Regulation (A) the "initial valuation date" of such First Tier Company was October 30, 2006, and (B) the "annual valuation period" of such First Tier Company is established as the 90-day period beginning on each anniversary date of the foregoing initial valuation date.

The Borrowing hereunder on the Borrowing Occasion shall constitute a representation and warranty, as of the date of such Borrowing, by each Loan Party, that the conditions contained in Section 5.2 have been satisfied.

ARTICLE VI

AFFIRMATIVE COVENANTS OF KIMCO

So long as the Commitments remain in effect or any Loan remains outstanding and unpaid, or any other amount is owing to any Lender or the Administrative Agent hereunder, it is hereby agreed as follows:  

SECTION 6.1

Financial Statements.

(a)

Kimco shall furnish to the Administrative Agent (with sufficient copies for each Lender):  (i) 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 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 (ii) 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 of Kimco as being fairly stated in all material respects (subject to normal year-end audit adjustments).

(b)

Kimco shall furnish or cause to be furnished to the Administrative Agent (with sufficient copies for each Lender), in the form delivered to Prudential, copies of the quarterly and annual balance sheets and consolidated statements of operations for the Borrower and its Subsidiaries and for each First Tier Company and its Subsidiaries.  Delivery of (i) such quarterly balance sheets and consolidated statements of operations shall be made not later than 45 days after the end of each of the first three (3) quarterly periods of each fiscal year of each of the Borrower or each First Tier Company, as applicable, and (ii) such annual balance sheets and consolidated statements of operations shall be made not later than 90 days after the end of the fiscal year of each of the Borrower or each First Tier Company, as applicable.

(c)

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, if applicable, and in any event 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.

There shall be furnished to the Administrative Agent (with sufficient copies for each Lender (in the case of clauses (a) and (b) below) or each relevant Lender (in the case of clause (c) below)):

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(a)

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 E;

(b)

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; and

(c)

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 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 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 $100,000,000, 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.

(a)

Kimco shall 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.

(b)

Kimco shall 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

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 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 6.6

Notices.

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

(a)

the occurrence of any Default or Event of Default related to Kimco of which it has knowledge;

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(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;

(c)

any litigation or administrative or other proceeding affecting Kimco or any of its Subsidiaries in which the amount involved is $100,000,000 or more and not covered by insurance or in which material injunctive or similar relief is sought, or the occurrence in respect of any material Subsidiary of any case, proceeding, event, or circumstance of the nature set forth in paragraph (f) of Article VIII; and

(d)

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

Each notice pursuant to this Section 6.6 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 6.7

Further Assurances.

Kimco will execute any and all further documents, financing statements, agreements and instruments, and take all further action (including, without limitation, filing Uniform Commercial Code and other financing statements and the establishment of and deposit of Collateral into custody accounts) that may be required under applicable law, or that the Required Lenders, the Administrative Agent or Wachovia Bank may reasonably request, in order to effectuate the transactions contemplated by the Loan Documents and in order to grant, preserve, protect and perfect the validity and first priority of the security interests created or intended to be created by the Loan Documents.  Kimco shall deliver or cause to be delivered to the Lenders all such instruments and documents (including legal opinions and lien searches) as the Required Lenders shall reasonably request to evidence compliance with this Section 6.7 and the perfection and priority statu s of each such security interest and Lien.

ARTICLE VII

AFFIRMATIVE COVENANTS OF THE HS LOAN PARTIES

So long as the Commitments remain in effect or any Loan remains outstanding and unpaid, or any other amount is owing to any Lender or the Administrative Agent hereunder, it is hereby agreed as follows:

SECTION 7.1

Certificates; Other Information.

The HS Loan Parties shall furnish or cause to be furnished to the Administrative Agent (with sufficient copies for each Lender):

(a)

promptly, upon request of the Administrative Agent, such additional financial information, information with respect to any Property and other information as any Lender may from time to time reasonably request (through the Administrative Agent); and

(b)

together with (i) the occurrence of each Prepayment Event, a notice of such occurrence, identifying the relevant Scheduled Property or Person and the nature of such Prepayment Event, (ii) each prepayment of Net Cash Proceeds, or the determination in respect of any Prepayment Event that there are no Net Cash Proceeds or no current Net Cash Proceeds, a certificate of a Responsible Officer of the Borrower or of the applicable First Tier Company or Companies setting forth the details of the relevant Prepayment Event in

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reasonable detail and showing the calculation of the amount of Net Cash Proceeds to be prepaid in respect thereof or an explanation for the absence of Net Cash Proceeds or current Net Cash Proceeds.

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 7.2

Payment of Obligations.

Each HS Loan Party 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 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 such HS Loan Party or (b) (i) Non-Recourse Indebtedness and (ii) other obligations which aggregate not more than $25,000,000, in each case to the extent that such HS Loan Party 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 7.3

Maintenance of Existence, etc.

(a)

Each HS Loan Party shall 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 9.9.

(b)

Each HS Loan Party shall 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 7.4

Maintenance of Property; Insurance.

Each HS Loan Party 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 the Administrative Agent, upon written request, full information as to the insurance carried.

SECTION 7.5

Inspection of Property; Books and Records; Discussions.

Each HS Loan Party 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 (upon reasonable notice and during normal business hours) 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 such HS Loan Party and its Subsidiaries with officers and employees of such HS Loan Party and its Subsidiaries and with its independent certified public accountants.

SECTION 7.6

Notices.

The HS Loan Parties shall promptly furnish or cause to be furnished to the Administrative Agent and each Lender notice of:

(a)

the occurrence of any Default or Event of Default of which any HS Loan Party has knowledge;

(b)

any (i) default or event of default under any Contractual Obligation of any HS Loan Party or any of its Subsidiaries or (ii) litigation, investigation or proceeding which may exist at any time

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between any HS Loan Party 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;

(c)

any litigation or administrative or other proceeding affecting any HS Loan Party or any of its Subsidiaries, in which the amount involved is $25,000,000 or more and not covered by insurance or in which material injunctive or similar relief is sought, or the occurrence in respect of any HS Loan Party or any of its Subsidiaries of any case, proceeding, event, or circumstance of the nature set forth in paragraph (f) of Article X; and

(d)

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

Each notice pursuant to this Section 7.6 shall be accompanied by a statement of a Responsible Officer of the HS Loan Party giving such notice, setting forth details of the occurrence referred to therein and stating what action such HS Loan Party 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 7.7

Environmental Laws.

Each HS Loan Party 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) such HS Loan Party has determined in good faith that contesting the same is not in the best interests of such HS Loan Party 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 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 such HS Loan Party, its Subsidiaries or the Properties, or the real estate properties owned directly or indirectly by such HS Loan Party, or any 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.

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SECTION 7.8

Compliance with Laws.

Each HS Loan Party will, and will cause each of its subsidiaries to, comply with all applicable laws, ordinances, rules, regulations and requirements of Governmental Authorities (including ERISA, Environmental Laws and all zoning and building codes with respect to Real Estate Assets), except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

SECTION 7.9

ERISA-Related Update.

At least thirty (30) days prior to the last day of the then current Annual Valuation Period (as such term is defined in the Plan Asset Regulation) for each First Tier Company, such First Tier Company shall deliver to the Administrative Agent a REOC Update Opinion, or a REOC Update Certificate, in either case dated as of a date at least thirty (30) days prior to the last day of such Annual Valuation Period but not earlier than the first day thereof.

SECTION 7.10

Further Assurances.

The HS Loan Parties will, and will cause their Subsidiaries to, execute any and all further documents, financing statements, agreements and instruments, and take all further action (including, without limitation, filing Uniform Commercial Code and other financing statements and the establishment of and deposit of Collateral into custody accounts) that may be required under applicable law, or that the Required Lenders, the Administrative Agent or Wachovia Bank may reasonably request, in order to effectuate the transactions contemplated by the Loan Documents and in order to grant, preserve, protect and perfect the validity and first priority of the security interests created or intended to be created by the Loan Documents and the HS Loan Parties shall deliver or cause to be delivered to the Lenders all such instruments and documents (including legal opinions and lien searches) as the Required Lenders shall reasonably request to evidence compli ance in accordance with this Section 7.10 and the perfection and priority status of each Lien in the Collateral.

ARTICLE VIII

NEGATIVE COVENANTS OF KIMCO

So long as the Commitments remain in effect or any Loan remains outstanding and unpaid, or any other amount is owing to any Lender or the Administrative Agent hereunder, Kimco hereby agrees that:

SECTION 8.1

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).  

(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].

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(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 (d), (e) and (f) of the definition of the term "Total Adjusted EBITDA".

Solely for the purposes of this Section 8.1:  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.

ARTICLE IX

NEGATIVE COVENANTS OF THE HS LOAN PARTIES

So long as the Commitments remain in effect or any Loan remains outstanding and unpaid, or any other amount is owing to any Lender or the Administrative Agent hereunder, it is hereby agreed that:

SECTION 9.1

Limitation on Transactions with Affiliates.

Neither any HS Loan Party 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 other than a Property Management Agreement and a Leasing Agreement, each dated on or about October 31, 2006 with Kimco or its Affiliates 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 the HS Loan Party that is a party thereto and (ii) upon fair and reasonable terms no less favorable to the HS 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 9.2

Limitation on Changes in Fiscal Year.

No HS Loan Party shall 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 9.3

Limitation on Lines of Business; Issuance of Commercial Paper; Swap Agreements.

No HS Loan Party nor any of its Subsidiaries shall, directly or indirectly:

(a)

Engage in activities other than real estate business and real estate related business activities;

(b)

Issue any commercial paper; or.

(c)

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 such HS Loan Party or such Subsidiary is exposed in the conduct of its business or the management of its liabilities.

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Nothing contained in this paragraph shall be construed to permit any transaction that is prohibited under Section 9.4 or Section 9.5.

SECTION 9.4

Limitation on Indebtedness.

No HS Loan Party, nor any entity through which any HS Loan Party holds (directly or indirectly) any interest in any Scheduled Property, shall have any Indebtedness for borrowed money other than (a) obligations under the Loan Documents, (b) Indebtedness in existence on the Effective Date, as set forth in Schedule 3.3, (c) Indebtedness incurred after the Effective Date that refinances, refunds or replaces Indebtedness described in the preceding clauses (a) or (b) (including Indebtedness for any related premiums, fees or other expenses incurred in connection with such refinancing, refunding or replacement Indebtedness), provided that all prepayments required under Section 2.2 in connection therewith shall be made within the time required by such Section, (d) Indebtedness that refinances equity capital provided by Prudential and/or Kimco with respect to a Hold Property for which commercial mortgage backed securities financing was n ot obtained in connection with the Merger, provided that all prepayments required under Section 2.2 in connection therewith shall be made within the time required by such Section, and (e) additional secured financing, provided that (i) the Liens granted in respect thereof shall comply with Section 9.5 hereof and (ii) all prepayments required under Section 2.2 in connection therewith shall be made within the time required by such Section.

SECTION 9.5

Limitation on Liens.

(a)

Equity Interests. No HS Loan Party shall grant or create (or permit any Subsidiary of such HS Loan Party to grant or create), or suffer the existence of (i) any Liens on any Collateral other than the Liens arising under the Loan Documents, whether junior, equal or superior in priority to the Liens created by the Loan Documents, or (ii) any Liens on any equity interest held directly or indirectly by any HS Loan Party, which equity interest represents a direct or indirect ownership interest in any Scheduled Property.

(b)

Scheduled Property.  No HS Loan Party shall grant or create (or permit any Subsidiary of such HS Loan Party to grant or create), or suffer the existence of, any Liens on any Scheduled Property, except for Permitted Liens and mortgage Liens securing Indebtedness permitted under Section 9.4; provided that in the case of Liens securing the Indebtedness described in Section 9.4(e) the loan to value ratio applicable to each Property subject to any such Lien securing any such Indebtedness shall be at least 50%, provided, further, that all prepayments required under Section 2.2 in connection with any transaction referred to in this clause (b) shall be made within the time required by such Section.

SECTION 9.6

Plans.

(a)

No HS Loan Party shall maintain or contribute to any Plan at any time.

(b)

No First Tier Company shall change the annual valuation period referred to in its AVP Certificate without the prior written consent of the Administrative Agent.

SECTION 9.7

Margin Stock, Use of Facility.

The Borrower will not, directly or indirectly, use the proceeds of any Loan in a manner that will violate or be inconsistent with Regulation T, U, or X of the Board.

SECTION 9.8

Ownership of Property.

The HS Loan Parties shall not permit at any time the facts as represented in Section 3.3(b) to change in any material respect without the consent of the Administrative Agent, which shall not be unreasonably withheld, delayed or conditioned in the event of any proposed change which does not adversely affect the interests of the Lenders.

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SECTION 9.9

Limitation on Certain Fundamental Changes.  

Neither any HS Loan Party nor any of its Subsidiaries shall, directly or indirectly: enter into any merger, consolidation or amalgamation unless such transaction does not involve all or a substantial portion of the property, business or assets owned or leased by such HS Loan Party and its Subsidiaries determined on a consolidated basis with respect to such HS Loan Party and its Subsidiaries taken as a whole; provided that PPRP may be dissolved or liquidated (and engage in any merger or consolidation in connection therewith) so long as the proceeds of such dissolution or liquidation are distributed to a Loan Party or a Subsidiary of an HS Loan Party.

SECTION 9.10

Limitation on Restricted Payments.

If there has occurred and is continuing or if there would thereby occur any Default or Event of Default, neither any HS Loan Party nor any of its Subsidiaries shall, directly or indirectly, declare or pay any dividend on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of such HS Loan Party or Subsidiary or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, or enter into any transaction that has a substantially similar effect to any of the foregoing, either directly or indirectly, whether in cash or property or in obligations of such HS Loan Party or any Subsidiary; provided that at no time may there be any dividend or distribution by any HS Loan Party of any asset constitutin g non-cash proceeds of a Prepayment Event.

ARTICLE X

EVENTS OF DEFAULT

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

(a)

The Borrower shall fail to pay any principal of any Loan when due in accordance with the terms thereof or hereof; or the Borrower shall fail to pay any interest on any Loan 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 any Loan Party 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 7.6(a), Section 7.9, Section 8.1 or Article IX; or

(d)

Any Loan Party 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 or the Required Lenders; or

(e)

Any HS Loan Party or any Subsidiary of any HS Loan Party shall (i) default in making any payment of any principal of any Indebtedness (including any Guarantee Obligation, but excluding (x) any obligations of such HS Loan Party hereunder (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

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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 principal amount of which exceeds in the aggregate $25,000,000; or

(f)

(i) Any Loan Party 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 such Loan Party shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against any Loan Party 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 any Loan Party 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) any Loan Party 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) any Loan Party 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)

One or more judgments or decrees shall be entered against any HS Loan Party or any Subsidiary of any HS Loan Party involving in the aggregate a liability (not paid or fully covered by insurance) of $25,000,000 or more (excluding Non-Recourse Indebtedness), 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

(h)

There shall be a material adverse change in the financial condition of Kimco and its Subsidiaries taken as a whole; or

(i)

At any time any HS Loan Party or any Subsidiary of any HS Loan Party 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 such Loan Party and, in the judgment of the Required Lenders, could reasonably be expected to exceed $50,000,000 over the amount of available insurance; 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 (i) if (i) such remediation or compliance is being contested by such HS Loan Party 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 HS Loan Party or the applicable Subsidiary receiv es 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

(j)

Kimco shall default in making any payment under the Kimco Guarantee, or shall repudiate or disaffirm the Kimco Guarantee, or the Kimco Guarantee shall for any reason not be in full force and effect; or

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(k)

Kimco shall be in payment default under, or there shall otherwise have been an acceleration of, any Recourse Indebtedness of Kimco and/or any Subsidiaries thereof in an aggregate amount exceeding $100,000,000; or

(l)

Any Loan Document shall for any reason not be in full force and effect in any material respect as to any HS Loan Party, or shall not provide to the Administrative Agent the Liens and the material rights, priorities, powers and privileges purported to be created thereby or the legality, validity or enforceability of any thereof shall be contested or repudiated by any Loan Party; or

(m)

Any First Tier Company shall default in making any payment under the FTC Guarantee, or shall repudiate or disaffirm the FTC Guarantee, or the FTC Guarantee shall for any reason not be in full force and effect as to any First Tier Company;

then, and in any such event, (A) if such event is an Event of Default specified in paragraph (f) above, automatically the Commitments shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement 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 Majority Lenders the Administrative Agent shall, by notice to Kimco, declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; and (ii) the Administrative Agent may, or upon the request of the Majority Lenders the Administrative Agent shall, by notice to Kimco, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the Notes to be due and payable forthwith, whereupon the s ame shall immediately become due and payable; provided, however, that with respect to each of the immediately preceding clauses (A) and (B) if the Event of Default relates to or is attributable to only a particular First Tier Company, then the amount that shall or may be due and payable shall be limited to an amount equal to the product of (i) the total amount that would be due and payable in the absence of this proviso, multiplied by (ii) the FTG Percentage of such First Tier Company at such time as determined under Section 12.9(i).

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

ARTICLE XI

THE AGENTS

SECTION 11.1

The Agents.  

For purposes of this Section 11.1 and Section 12.6, 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 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.

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(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 inform ation 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 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 c ontents 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 Borrower), 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 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 Commitments or Loans to another bank, financial institution or other entity pursuant to Section 12.6, 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.  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

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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, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or a 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 Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor.  After the Administrative Agent's resignation or removal hereunder, the provisions of this Article, including Section 11.2, 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 11.2

Indemnification.

The Lenders agree to indemnify the Administrative Agent in its capacity as such (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Applicable Percentages of the Commitments in effect on the date on which indemnification is sought under this Section 11.2 (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the 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 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 as determined by a court of competent jurisdiction.  The agreements in this Section 11.2 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

SECTION 11.3

Certain Agents, Arrangers, and Bookrunners.

Each of the Co-Syndication Agents, Co-Documentation Agents, Bookrunners and Joint 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 Co-Syndication Agents, Co-Documentation Agents, Bookrunners, or Joint Lead Arrangers in their respective capacities as such.  

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ARTICLE XII

MISCELLANEOUS

SECTION 12.1

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 12.1.  The Majority Lenders may, or, with the written consent of the Majority 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 Majority 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 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 2.1(f)) the amount or extend the expiration date of any Lender's Commitment, in each case without the consent of each Lender directly affected thereby, or (ii) amend, modify or waive any provision of this Section 12.1 or change Section 2.7(a) or Section 12.12(a) in either case in a manner that would alter the pro rata sharing of payments required thereby, reduce the percentage specified in the definitions of Required Lenders or Majority Lenders, consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement and the other Loan Documents, amend the definition of "Applicable Percentage", amend the proviso to the definition of th e term "Unencumbered Properties", release any Guarantee, amend, modify or waive any Guarantee in any material respect, release any Collateral (provided that in connection with a disposition of Scheduled Properties permitted hereunder that is structured in a manner involving the transfer of equity interests constituting Collateral, as to which there shall have been prepaid all amounts required to be prepaid under Section 2.2(b), the Administrative Agent may release Collateral to the extent that the Collateral so released relates solely to the Scheduled Properties so disposed of), 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 XI 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 Borrower, the other Loan Parties, the Lenders, the Administrative Agent and all future holders of the Notes.  In the case of any waiver, the Borrower, the other Loan Parties, the Lenders 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 12.2

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 Loan Parties 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:

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Any Loan Party:

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.

277 Park Avenue, 3^rd Floor

New York, New York 10072

Attention: Charles E. Hoagland

Telecopy: (646) 534-0574

with a copy to:

JPMorgan Chase Bank, N.A.

270 Park Avenue, 15^th Floor

New York, New York 10017-2070

Attention: Elena Gillcrist

Telecopy: (212) 270-3513

and (except for
borrowing requests,
interest elections, and
requests pursuant to
Sections 12.8 or 12.9) 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, or 2.3 shall not be effective until received.

SECTION 12.3

No Waiver; Cumulative Remedies.

No failure to exercise and no delay in exercising, on the part of the Administrative Agent 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 12.4

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 Loans hereunder, except as may be expressly stated therein.

SECTION 12.5

Payment of Expenses and Taxes; Indemnity.

The Borrower 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, and any other documents prepared in connection herewith or therewith, and the consummation and administration of the

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transactions contemplated hereby and thereby, including the fees and disbursements of counsel to the Administrative Agent; (b) to pay or reimburse each 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, and any such other documents, including the fees and disbursements of counsel to the Administrative Agent, and the several Lenders; (c) to pay, and indemnify and hold harmless each 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, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or co nsummation 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, and any such other documents; and (d) to pay, and indemnify and hold harmless each 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, 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 any Loan Party, any of its Subsidiaries or any of the Scheduled Properties (all the foregoing in this clause (d), collectively, the "indemnified liabilities"), provided that such Loan Party shall have no obligation hereunder to any indemnitee with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnitee or its Affiliates as determined by a court of competent jurisdiction.  The agreements in this Section 12.5 shall survive the termination of this Agreement, and the payment of the Loans and all other amounts payable hereunder.

SECTION 12.6

Successors and Assigns.

For purposes of this Section 12.6 the term "Related Parties" shall have the meaning given thereto in Section 11.1 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, 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, Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and t he Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement or any other Loan Document.

(b)

(1)

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 Commitment, or the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:

(A)

the Borrower, provided that no consent of the Borrower 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; and

(B)

the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of any Commitment or Loan to an assignee that is a Lender or an Affiliate or Approved Fund of a Lender with a Commitment or Loan immediately prior to giving effect to such assignment.

(ii)

Assignments shall be subject to the following additional conditions:

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(A)

except in the case of an assignment to a Lender or an Affiliate or Approved Fund of a Lender or an assignment of the entire remaining amount of the assigning Lender's Commitment or Loans, the amount of the Commitment or Loan 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 the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower 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 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 2.13, shall not be payable by the Borrower); 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 12.6, 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 course 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 2.9, 2.10, 2.11 and 12.5).  Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.6 sha ll 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 Borrower, 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 Commitment of, or the principal amount of the Loans, 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 Borrower, the Administrative Agent 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 Borrower 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 2.7(b) or 11.2, the Administrative Agent shall have no obligation to accept such Assignment and

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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)

(2)

Any Lender may, without the consent of the Borrower or the Administrative Agent, 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 Commitment, under this Agreement and under the other Loan Documents (including all or a portion of its Commitment or 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 Borrower, the other Loan Parties, the Administrative Agent 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 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 12.1 that affects such Participant.  Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.9, 2.10 and 2.11 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 12.12(b) as though it were a Lender, provided such Participant agrees to be subject to Section 12.12(a) as tho ugh it were a Lender.

(ii)

A Participant shall not be entitled to receive any greater payment under Section 2.9 or 2.10 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 2.10(a) unless Kimco is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.10(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 12.7

Disclosure.

Subject to Section 12.20, the 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 the Borrower and its Affiliates which has been delivered to such Lender by or on behalf of the Borrower pursuant to this Agreement or which has been delivered to such Lender by or on behalf of the Borrower in connection with such Lender's credit evaluation of the Borrower and its Affiliates prior to becoming a party to this Agreement.

SECTION 12.8

Extension of Maturity Date.

By notice to the Administrative Agent not earlier than 90 days nor later than 30 days before the Original Maturity Date, the Borrower may extend the Maturity Date to the date that is one year after the Original Maturity Date (the "Extended Maturity Date"); provided that (a) the Borrower shall have paid to the Administrative Agent for the account of the Lenders on the Original Maturity Date a nonrefundable extension fee in an amount equal to 0.20% (20 basis points) of the aggregate outstanding principal amount of the Loans as of the Original Maturity Date, and (b) the following conditions shall be satisfied:

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(i)  Each of the representations and warranties made by the Loan Parties 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;

(ii)  (A) 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 (B) Kimco would be in compliance with each financial covenant set forth in paragraphs (a) through (f) of Section 8.1 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(a)); and

(iii)  The Borrower shall have prepaid the Loans in an aggregate amount since the Borrowing Date of at least an amount equal to the lesser of (A) $165,000,000 and (B) if the aggregate principal amount of the Loans on the Borrowing Date (the "Initial Loan Amount") is less than $650,000,000, the product of the Initial Loan Amount times 0.25.

The request for an extension under this Section 12.8 shall constitute a representation and warranty by the Borrower as of the date of such request and as of the Original Maturity Date that the conditions contained in this Section 12.8 have been satisfied, and shall be accompanied by a certificate of a Responsible Officer of the Borrower to such effect.  The Administrative Agent shall promptly notify the Lenders of any such extension.

SECTION 12.9

FTC Guarantee.

(a)

Guarantee by First Tier Companies.  In order to induce the Administrative Agent and the Lenders to execute and deliver this Agreement and to make or maintain the Loans hereunder, and in consideration thereof, the First Tier Companies (in their capacities as the guarantors under this Section 12.9, the "FTC Guarantors") hereby unconditionally and irrevocably, jointly and severally, guarantee, as primary obligors and not merely as sureties, to the Administrative Agent, for the ratable benefit of the Secured Parties, up to their respective FTG Percentages thereof, the prompt and complete payment by the Borrower when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, and each FTC Guarantor further agrees to pay any and all reasonable expenses (including, without limitation, all reasonable fees, charges and disbursements of counsel) which may be paid or incurred by th e Administrative Agent or any Lender in enforcing any of their rights against such FTC Guarantor under the Guarantee contained in this Section 12.9; provided that the amount payable at any time by any particular FTC Guarantor shall be limited to the amount determined under Section 12.9(i) hereof.  The Guarantee contained in this Section 12.9, subject to Section 12.9(d), shall remain in full force and effect, as limited in amount hereunder, until the Obligations are paid in full in cash and the Commitments are terminated.  Each FTC Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any Lender on account of its liability under this Section 12.9, it will notify the Administrative Agent or such Lender in writing that such payment is made under the Guarantee contained in this Section 12.9 for such purpose, provided that failure to provide such notice shall not alter or affect the amount of such FTC Guarantor’s li ability hereunder or its FTG Percentage.  No payment or payments made by the Borrower or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower or any other Person by virtue of any action or proceeding or any setoff or appropriation or application, at any time or from time to time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any FTC Guarantor under this Section 12.9, which, notwithstanding any such payment or payments, shall remain liable for the unpaid and outstanding Obligations, up to its FTG Percentage thereof, until, subject to Section 12.9(d), the Obligations are paid in full in cash and the Commitments are terminated.

(b)

Amendments, etc. With Respect to the Applicable Obligations.  Each FTC Guarantor shall remain obligated under this Section 12.9 notwithstanding that (i) without any reservation of rights against any FTC Guarantor, and (ii) without notice to or further assent by any FTC Guarantor, (x) any demand for

386

payment of any of the Obligations made by the Administrative Agent or any Lender may be rescinded, (y) any of the Obligations may be continued, increased in amount, or otherwise modified, and the applicable Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and (z) this Agreement and any other documents executed and delivered in connection herewith may be amended, modified, supplemented or terminated, in whole or in part, as the Lenders (or the requisite Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for th e payment of the applicable Obligations may be sold, exchanged, waived, surrendered or released.  None of the Administrative Agent or any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for the Guarantee contained in this Section 12.9 or any property subject thereto.

(c)

Guarantee Absolute and Unconditional.  Each FTC Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the Guarantee contained in this Section 12.9 or acceptance of the Guarantee contained in this Section 12.9; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee contained in this Section 12.9, and all dealings between any FTC Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee contained in this Section 12.9.  The Administrative Agent and any Lender will, to the extent permitted by applicable law, request paym ent of any applicable Obligation from the Borrower before making any claim against the FTC Guarantors under this Section 12.9, but will have no further obligation to proceed against the Borrower or to defer for any period a claim against any FTC Guarantor hereunder.  Except as expressly provided in the preceding sentence, each FTC Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any FTC Guarantor or the Borrower with respect to the Obligations.  The Guarantee contained in this Section 12.9 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this Agreement or any other Loan Document, any of the Obligations or any collateral security therefor or Guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicable laws purporting to render any Obligations null and void, (c) any change in the structure or tax characterization of the Borrower, or any transaction (including any merger or consolidation) to which it may be a party (in each case whether or not permitted under the Loan Documents), (d) any defense, setoff or counterclaim (other than a defense of payment) which may at any time be available to or be asserted by any FTC Guarantor or the Borrower against the Administrative Agent or any Lender, or (e) any other circumstance whatsoever (with or without notice to or knowledge of any FTC Guarantor or the Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for any Obligations, or of any FTC Guarantor under the Guarantee contained in this Section 12.9, in bankruptcy or in any other instance.  When the Administrative Agent or any Lender is pursuing its rights and remedies under this Section 12.9 against any F TC Guarantor, the Administrative Agent or such Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any other Person or against any collateral security or Guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrower or any such other Person or to realize upon any such collateral security or Guarantee or to exercise any such right of offset, or any release of the Borrower or any such other Person or of any such collateral security, Guarantee or right of offset, shall not relieve any FTC Guarantor of any liability under this Section 12.9, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Lenders against any FTC Guarantor.

(d)

Reinstatement.  The Guarantee contained in this Section 12.9 shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or upon or as a

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result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any substantial part of its Property, or otherwise, all as though such payments had not been made.

(e)

Payments.  Each FTC Guarantor hereby agrees that any payments in respect of the Obligations pursuant to this Section 12.9 will be paid without setoff or counterclaim in Dollars at the office of the Administrative Agent specified for payment under this Agreement.

(f)

Independent Obligations.  The obligations of each FTC Guarantor under the Guarantee contained in this Section 12.9 are independent of the obligations of the Borrower, and a separate action or actions may be brought and prosecuted against any FTC Guarantor whether or not the Borrower is joined in any such action or actions.  Any payment by the Borrower or other circumstance which operates to toll any statute of limitations as to the Borrower shall operate to toll the statute of limitations as to each FTC Guarantor.

(g)

Defenses of FTC Guarantor.  To the fullest extent permitted by applicable law, each FTC Guarantor waives any defense based on or arising out of any defense of any Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Loan Party, other than the final and indefeasible payment in full in cash of the Obligations.  To the fullest extent permitted by applicable law, the Administrative Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise, extend or otherwise adjust any part of the Obligations, make any other accommodation with any Loan Party or any other guarantor or exercise any other right or remedy available to them against any Loan Party or any other guarantor, without affecting or impairing in any way the liability of any FTC Guarantor hereunder except to the extent the Obligations have been fully paid in cash.  Pursuant to applicable law, each FTC Guarantor 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 any FTC Guarantor against any Loan Party or any other guarantor, as the case may be, or any security, or would otherwise exonerate any FTC Guarantor.

(h)

Agreement to Pay; Subordination.  In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Secured Party has at law or in equity against the FTC Guarantors by virtue hereof, upon the failure of any Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each FTC Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Secured Party as designated thereby in cash the amount of such unpaid Obligations, up to its FTG Percentage thereof.  Upon payment by any FTC Guarantor of any sums to the Administrative Agent or any Secured Party as provided above, all rights of such FTC Guarantor against any Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnit y or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Obligations.  If any amount shall erroneously be paid to any FTC Guarantor on account of such subrogation, contribution, reimbursement, indemnity or similar right or any such indebtedness of any Loan Party, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Administrative Agent to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

(i)

Limitations.  The maximum liability of each FTC Guarantor under this Section 12.9 (and accordingly the liability of such FTC Guarantor that is secured by Collateral in which such FTC Guarantor has granted a security interest securing its obligations hereunder) shall be limited as provided in paragraph (a).  For purposes of this Agreement, the "FTG Percentage" of each FTC Guarantor shall be the percentage set forth opposite the name of such FTC Guarantor on Schedule 12.9; provided, that if there is an Event of Default which affects only a particular First Tier Company (a “Defaulting FTC”) so that, pursuant to the proviso at the end of the penultimate paragraph of Article X, only a portion of the Obligations become due and payable, and such portion is paid by the Borrower or Kimco, thereafter the FTG Percentage of each First Tier Company other than the Defaulting FTC shall be adjusted to be equal to the percentage equivalent of a fraction, the numerator of

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which is the FTG Percentage of such First Tier Company immediately prior to such default, and the denominator of which is the sum of the FTG Percentages immediately prior to such default of all of the First Tier Companies other than the Defaulting FTC.  

SECTION 12.10

KIMCO Guarantee.

(a)

Guarantee by Kimco.  In order to induce the Administrative Agent and the Lenders to execute and deliver this Agreement and to make or maintain the Loans hereunder, and in consideration thereof, Kimco (in its capacity as the guarantor under this Section 12.10, the "Investor Guarantor") hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, to the Administrative Agent, for the ratable benefit of the Secured Parties, the prompt and complete payment by the Borrower when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, and the Investor Guarantor further agrees to pay any and all reasonable expenses (including, without limitation, all reasonable fees, charges and disbursements of counsel) which may be paid or incurred by the Administrative Agent or any Lender in enforcing any of their rights under the Guarantee contained in t his Section 12.10.  The Guarantee contained in this Section 12.10, subject to Section 12.10(d), shall remain in full force and effect until the Obligations are paid in full in cash and the Commitments are terminated. The Investor Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any Lender on account of its liability under this Section 12.10, it will notify the Administrative Agent or such Lender in writing that such payment is made under the Guarantee contained in this Section 12.10 for such purpose.  No payment or payments made by the Borrower or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower or any other Person by virtue of any action or proceeding or any setoff or appropriation or application, at any time or from time to time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Investor G uarantor under this Section 12.10, which, notwithstanding any such payment or payments, shall remain liable for the unpaid and outstanding Obligations until, subject to Section 12.10(d), the Obligations are paid in full in cash and the Commitments are terminated.

(b)

Amendments, etc. With Respect to the Applicable Obligations.  The Investor Guarantor shall remain obligated under this Section 12.10 notwithstanding that (i) without any reservation of rights against the Investor Guarantor, and (ii) without notice to or further assent by the Investor Guarantor, (x) any demand for payment of any of the Obligations made by the Administrative Agent or any Lender may be rescinded, (y) any of the Obligations may be continued, increased in amount, or otherwise modified, and the applicable Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and (z) this Agreement and any other document s executed and delivered in connection herewith may be amended, modified, supplemented or terminated, in whole or in part, as the Lenders (or the requisite Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the applicable Obligations may be sold, exchanged, waived, surrendered or released.  None of the Administrative Agent or any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for the Guarantee contained in this Section 12.10 or any property subject thereto.

(c)

Guarantee Absolute and Unconditional.  The Investor Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the Guarantee contained in this Section 12.10 or acceptance of the Guarantee contained in this Section 12.10; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Guarantee contained in this Section 12.10, and all dealings between the Investor Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the Guarantee contained in this Section 12.10.  The Administrative Agent and any Lender will, to the extent permitted by applicable law, request payment of any appl icable Obligation from the Borrower before making any claim against the Investor Guarantor under this Section 12.10,

389

but will have no further obligation to proceed against the Borrower or to defer for any period a claim against the Investor Guarantor hereunder.  Except as expressly provided in the preceding sentence, the Investor Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Investor Guarantor or the Borrower with respect to the Obligations.  The Guarantee contained in this Section 12.10 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this Agreement or any other Loan Document, any of the Obligations or any collateral security therefor or Guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) the legality under applicable laws of repayment by the Borrower of any Obligations or the adoption of any applicab le laws purporting to render any Obligations null and void, (c) any change in the structure or tax characterization of the Borrower, or any transaction (including any merger or consolidation) to which it may be a party (in each case whether or not permitted under the Loan Documents), (d) any defense, setoff or counterclaim (other than a defense of payment) which may at any time be available to or be asserted by the Investor Guarantor or the Borrower against the Administrative Agent or any Lender, or (e) any other circumstance whatsoever (with or without notice to or knowledge of the Investor Guarantor or the Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for any Obligations, or of the Investor Guarantor under the Guarantee contained in this Section 12.10, in bankruptcy or in any other instance.  When the Administrative Agent or any Lender is pursuing its rights and remedies under this Section 12.10 against the Investor Guarantor, the Adm inistrative Agent or such Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any other Person or against any collateral security or Guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from the Borrower or any such other Person or to realize upon any such collateral security or Guarantee or to exercise any such right of offset, or any release of the Borrower or any such other Person or of any such collateral security, Guarantee or right of offset, shall not relieve the Investor Guarantor of any liability under this Section 12.10, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Lenders against the Investor Guarantor.

(d)

Reinstatement.  The Guarantee contained in this Section 12.10 shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any substantial part of its Property, or otherwise, all as though such payments had not been made.

(e)

Payments.  The Investor Guarantor hereby agrees that any payments in respect of the Obligations pursuant to this Section 12.10 will be paid without setoff or counterclaim, in Dollars at the office of the Administrative Agent specified for payment under this Agreement.

(f)

Independent Obligations.  The obligations of the Investor Guarantor under the Guarantee contained in this Section 12.10 are independent of the obligations of the Borrower, and a separate action or actions may be brought and prosecuted against the Investor Guarantor whether or not the Borrower is joined in any such action or actions.  Any payment by the Borrower or other circumstance which operates to toll any statute of limitations as to the Borrower shall operate to toll the statute of limitations as to the Investor Guarantor.

(g)

Defenses of Investor Guarantor.  To the fullest extent permitted by applicable law, the Investor Guarantor waives any defense based on or arising out of any defense of any Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Loan Party, other than the final and indefeasible payment in full in cash of the Obligations.  To the fullest extent permitted by law, the Administrative Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise, extend or otherwise adjust any part of the Obligations, make any other accommodation with any Loan Party or any other guarantor or exercise any other right or remedy available to them against any Loan Party or any other guarantor, witho ut affecting or

390

impairing in any way the liability of the Investor Guarantor hereunder except to the extent the Obligations have been fully paid in cash.  Pursuant to applicable law, the Investor Guarantor 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 the Investor Guarantor against any Loan Party or any other guarantor, as the case may be, or any security, or would otherwise exonerate the Investor Guarantor.

(h)

Agreement to Pay; Subordination.  In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Secured Party has at law or in equity against the Investor Guarantor by virtue hereof, upon the failure of any Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Investor Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Secured Party as designated thereby in cash the amount of such unpaid Obligations.  Upon payment by the Investor Guarantor of any sums to the Administrative Agent or any Secured Party as provided above, all rights of the Investor Guarantor against any Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise sh all in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Obligations.  If any amount shall erroneously be paid to the Investor Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of any Loan Party, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Administrative Agent to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

SECTION 12.11

Reserved.

SECTION 12.12

Adjustments; Set-off.

(a)

If any Lender (a "benefited" Lender) shall at any time receive any payment of all or part of its Exposure 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 X(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 Exposure  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 Exposure, 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 the 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 Loans to any assignee or participant, other than to the 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 Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the 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 the Borrower.  Each Lender agrees promptly to notify the Borrower and the Administr ative 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.

391

SECTION 12.13

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 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 12.14

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 12.15

Integration.

This Agreement and the other Loan Documents represent the entire agreement of the Borrower, the Guarantors, the Administrative Agent, 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 or any Lender relative to the subject matter hereof or thereof not expressly set forth or referred to herein or in the other Loan Documents.

SECTION 12.16

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 12.17

Submission to Jurisdiction; Waivers.

Each Loan Party 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;

(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 Loan Party at its address set forth in Section 12.2 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

392

(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 12.18

Acknowledgments.

Each Loan Party 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 nor any Lender has any fiduciary relationship with or duty to such Loan Party arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between Administrative Agent and the Lenders, on the one hand, and such Loan Party, 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 and the Administrative Agent or among the Loan Parties, the Administrative Agent and the Lenders.

SECTION 12.19

WAIVERS OF JURY TRIAL.

EACH LOAN PARTY, THE ADMINISTRATIVE AGENT 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 12.20

Confidentiality.

Each of the Administrative Agent 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 or any Lender is a party, (f) subject to an agreement containing provisions substantially the same as those of this Section, a copy of which shall have been provided to Kimco, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the 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 or any Lender on a nonconfidential basis from a source other than the Loan Parties.  For the purposes of this Section, "Information" means all information received from the Loan Parties relating to any Loan Party or its business, other than any such information that is availabl e to the Administrative Agent or any Lender on a nonconfidential basis; provided that in the case of information received from any Loan Party 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 suc h party relating to such tax treatment and tax structure.

393

SECTION 12.21

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 "Act"), hereby notifies the Loan Parties that pursuant to the requirements of the Act, it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of the Loan Parties and other information that will allow such Lender to identify the Loan Parties in accordance with the Act.

[SIGNATURE PAGES TO FOLLOW]

394

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.

KIMCO REALTY CORPORATION

By:  /s/ Glenn G. Cohen

Name:  Glenn G. Cohen

Title:  Vice President and Treasurer

PK SALE LLC

By:  /s/ Glenn G. Cohen

Name:  Glenn G. Cohen

Title:  Authorized Signatory

PRK HOLDINGS I LLC

By:  KIMCO PK, LLC, member

By:  KIMCO PK INC., managing member

By:  /s/ Glenn G. Cohen

Name:  Glenn G. Cohen

Title:  Vice President and Treasurer

PRK HOLDINGS II LLC

By:  KIMCO PK, LLC, member

By:  KIMCO PK INC., managing member

By:  /s/ Glenn G. Cohen

Name:  Glenn G. Cohen

Title:  Vice President and Treasurer

395

PRK HOLDINGS III LLC

By:  KIMCO PK, LLC, member

By:  KIMCO PK INC., managing member

By: /s/ Glenn G. Cohen

Name:  Glenn G. Cohen

Title:  Vice President and Treasurer

396

JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Lender

By:

/s/ Donald Shokrian

Name: Donald Shokrian

Title: Managing Director

397

WACHOVIA BANK, NATIONAL ASSOCIATION, as a Syndication Agent and as a Lender

By:

/s/ Matthew Ricketts

Name: Matthew Ricketts

Title: Vice President

398

THE BANK OF NOVA SCOTIA, as a Syndication Agent and as a Lender

By:

/s/ Steven S. Kerr

Name: Steven S. Kerr

Title: Managing Director

399

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Documentation Agent and as a Lender

By:

/s/ William A. Jordan

Name: William A. Jordan

Title: Vice President

400

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

By:

/s/ Jake Sigmund

Name: Jake Sigmund

Title: Authorized Signatory

401

REGIONS BANK,

as a Lender

By:

/s/ Lori Chambers

Name: Lori Chambers

Title: Vice President

402

U.S. BANK NATIONAL ASSOCIATION, as a Lender

By:

/s/ Jeffrey Jacobsen

Name: Jeffrey Jacobsen

Title: Senior Vice President

403

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

By:

/s/ Eyal Namordi

Name: Eyal Namordi

Title: Senior Vice President

404

THE ROYAL BANK OF SCOTLAND PLC, as a Lender

By:

/s/ Brett Thompson

Name: Brett Thompson

Title: Vice President

405

CITICORP NORTH AMERICA, INC.,

as a Lender

By:

/s/ Ricardo James

Name: Ricardo James

Title: Vice President

406

DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Lender

By:

/s/ J.T. Johnson Coe

Name: J.T. Johnson Coe

Title: Managing Director

By:

/s/ Perry Forman

Name: Perry Forman

Title: Director

407

MERRILL LYNCH BANK USA,

as a Lender

By:

/s/ Louis Alder

Name: Louis Alder

Title: First Vice President

408

MIZUHO CORPORATE BANK (USA), as a Lender

By:

/s/ Toru Inoue

Name: Toru Inoue

Title: Deputy General Manager

409

THE BANK OF NEW YORK MELLON, as a Lender

By:

/s/ David Applebaum

Name: David Applebaum

Title: Vice President

410

UBS LOAN FINANCE LLC, as a Lender

By:

/s/ Irja R. Otsa

Name: Irja R. Otsa

Title: Associate Director

By:

/s/ Richard L. Tavrow

Name: Richard L. Tavrow

Title: Director

411

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

412

CIBC INC., as a Lender

By:

/s/ Joel Gershkon

Name: Joel Gershkon

Title: Authorized Signatory

413

MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD. NEW YORK BRANCH, as a Lender

By:

/s/ Tsang-Pei Hsu

Name: Tsang-Pei Hsu

Title: VP & Deputy General Manager

414

EXHIBIT A

TO CREDIT AGREEMENT

[FORM OF]

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below (the “Effective Date”) and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”).  Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below  (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which (and any other Loan Documents requested by Assignee) is hereby acknowledged by the Assignee.  The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assump tion as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (a) all of the Assignor's rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor (including guarantees) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agr eement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”).  Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1.	Assignor:
2.	Assignee:
		[which is an Affiliate/Approved Fund of [identify Lender]1
3.	Borrower(s):	PK Sale LLC
4.	Administrative Agent:	JPMorgan Chase Bank, N.A., as the administrative agent under the Credit Agreement
5.	Credit Agreement:	The $650,000,000 Credit Agreement dated as of August 26, 2008 among PK Sale LLC, PRK Holdings I LLC, PRK Holdings II LLC, PRK Holdings III LLC, Kimco Realty Corporation, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents party thereto, as amended, supplemented or otherwise modified from time to time
6.	Assigned Interest:

Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/Loans Assigned	Percentage Assigned of Commitment/Loans2
$	$	%
$	$	%
$	$	%

¹ Select as applicable.

² Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

415

Effective Date:   _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The Assignee (in the case of an Assignee that is not a Lender) agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Loan Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

416

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR

[NAME OF ASSIGNOR]

By:______________________________

Name:

Title:

ASSIGNEE

[NAME OF ASSIGNEE]

By:______________________________

Name:

Title:

[Consented to and]³ Accepted:

JPMORGAN CHASE BANK, N.A., as

Administrative Agent

By_________________________________

Name:
Title:

[Consented to:]⁴

PK SALE LLC

By________________________________

Name:

Title:

³ To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

⁴ To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

[SIGNATURE PAGE OF ASSIGNMENT AND ASSUMPTION]

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ANNEX 1

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

1.  Representations and Warranties.  

1.1   Assignor.  The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, Kimco, the First Tier Companies, PPRP or any of their respective Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, Kimco, the First Tier Companies, PPRP or any of their respective Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2.  Assignee.  The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date specified in this Assignment and Assumption, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements [referred to in Section 4.1 thereof] [delivered pursuant to Sections 6.1 and 6.2 thereof, as applicable,]⁵ and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and (v) attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, pursuant to Section 2.10(b) (with respect to Non U.S. Lenders) or Section 2.10(c) (with respect to U.S. Lenders) thereof), duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2.   Payments.    From and after the aforesaid Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding such Effective Date and to the Assignee for amounts which have accrued from and after such Effective Date.

3.  General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.  This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument.  Delivery of an executed counterpart of a signature page of this Assignment and Assumption 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 Assignment and Assumption.  This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

⁵ Select as applicable.

418

EXHIBIT B

TO CREDIT AGREEMENT

[FORM OF]

NOTE

$________________

New York, New York

__________ ___, 200__

FOR VALUE RECEIVED, the undersigned, PK SALE LLC, a Delaware limited liability company (the “Borrower”), hereby unconditionally promises to pay to the order of _______________________________ (the “Lender”) at the office of JPMorgan Chase Bank, N.A., located at 270 Park Avenue, New York, New York 10017 (or at such other address as the Administrative Agent may hereafter specify by notice to the Borrower), in immediately available funds, on the date or dates specified in the Credit Agreement referred to below, the principal sum of [AMOUNT OF LOAN] DOLLARS ($__________) or such lesser sum as may at the time be owed to the Lender under the Credit Agreement.  All payments due to the Lender hereunder shall be made to the Lender at the place, in the currency and in the manner specified in such Credit Agreement.  The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outs tanding at the rates and on the dates specified in Section 2.4 of such Credit Agreement.

The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type, currency and amount of each Loan made pursuant to the Credit Agreement, 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 Eurocurrency Loans, the length of each Interest Period with respect thereto and, in the case of Money Market Loans, the Money Market Rate Period with respect thereto.  Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed; provided that the failure of the holder of this Note to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Borrower in respect of such Loan.

This Note (a) is one of the Notes referred to in the Credit Agreement dated as of August 26, 2008 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among PK Sale LLC, PRK Holdings I LLC, PRK Holdings II LLC, PRK Holdings III LLC, Kimco Realty Corporation, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents party thereto, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional prepayment in whole or in part as provided in the Credit Agreement.  This Note is guaranteed as provided in the Credit Agreement.

Upon the occurrence of any one or more of the Events of Default, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement.

All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind.

[Remainder of page intentionally left blank]

419

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

PK SALE LLC

By:                                                                       

Name:

Title:

SIGNATURE PAGE TO NOTE

420

Schedule A

To Note

LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS (ALL IN DOLLARS)

Date Amount of ABR Loans Amount Converted to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Loans Notation Made By

421

Schedule B

To Note

LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY LOANS

Date	Currency and Amount of Eurocurrency Loans	Amount Converted to or Continued as Eurocurrency Loans	Interest Period and Eurocurrency Rate with Respect Thereto	Amount of Principal of Eurocurrency Loans Repaid	Amount of Eurocurrency Loans Converted to ABR Loans	Unpaid Principal Balance of Eurocurrency Loans	Notation Made By
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422

Schedule C

To Note

LOANS AND REPAYMENTS OF MONEY MARKET LOANS (ALL IN DOLLARS)

Date Amount of Money Market Loans Money Market Rate Period Amount of Principal of Money Market Loans Repaid Unpaid Principal Balance of Money Market Loans Notation Made By

423

EXHIBIT C

TO CREDIT AGREEMENT

[FORM OF]

HS PLEDGE AND SECURITY AGREEMENT

HS PLEDGE AND SECURITY AGREEMENT (as it may be amended, supplemented, or otherwise modified from time to time, this "Agreement") dated as of August 26, 2008, made by [PRK Holdings I LLC], [PRK Holdings II LLC], [PRK Holdings III LLC], a Delaware limited liability company (the "Debtor"), in favor of JPMorgan Chase Bank, N.A., as Administrative Agent (the "Administrative Agent") for the benefit of the Secured Parties (as defined in the Credit Agreement referenced below).

R E C I T A L S :

Reference is hereby made to the Credit Agreement dated as of August 26, 2008 (as amended, supplemented, or otherwise modified from time to time, the "Credit Agreement") among PK Sale LLC (the “Borrower”), the Debtor, [PRK Holdings I LLC, PRK Holdings II LLC, PRK Holdings III LLC], as Guarantors, the Lenders from time to time party thereto (the “Lenders”), the Administrative Agent and the other parties party thereto from time to time.  Terms used herein as defined terms and not otherwise defined herein shall have the meanings given thereto in the Credit Agreement.

The Lenders have made, and may hereafter make, Loans to the Borrower pursuant to, and upon the terms and subject to the conditions specified in, the Credit Agreement.  In connection therewith, the Debtor has executed and delivered to the Administrative Agent the Credit Agreement which includes the FTC Guarantee whereby the Debtor guarantees the Debtor’s FTG Percentage of the Obligations referred to in the Credit Agreement.  The obligations of the Lenders to make and maintain the outstanding Loans to the Borrower under the Credit Agreement are conditioned on, among other things, the execution and delivery by the Debtor of an agreement in the form hereof.

The Debtor, by its signature below, represents and warrants that it shall derive substantial direct or indirect benefits from the extensions of credit to the Borrower under the Credit Agreement.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.

Grant of Security Interests; Certain Definitions.  The Debtor, as security for the payment in full when due of all of the Debtor's present and future obligations under the Credit Agreement (the "Secured Obligations"), does hereby grant to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a first and exclusive continuing Lien on and security interest in the property and property rights listed on Schedule 1 hereto (hereinafter called the "Collateral").  For purposes of this Agreement, the terms "Company", “Companies” and "Company Documents" shall have the meanings given thereto in Schedule 1.  

2.

Assurances; Company Documents.  (a)  At any time and from time to time, upon demand of the Administrative Agent, the Debtor will, at its sole expense, give, execute, file and record, or cause the same to be done by other parties, any and all notices, financing statements, financing statement amendments, continuation statements, instruments, documents or agreements that the Administrative Agent may reasonably consider necessary to create, confirm, preserve, maintain, continue, perfect or validate, or establish the priority of, the security interest granted hereunder or to enable the Administrative Agent to exercise or enforce its rights hereunder with respect to such lien and security interest.  

(b)

The Debtor has heretofore and/or contemporaneously herewith furnished the Administrative Agent with true and correct copies of the Company Documents.  Without in any way impairing any applicable restrictions on the rights of any Persons to amend or modify in any way any of the Company Documents, the Debtor agrees promptly to furnish the Administrative Agent with a copy of any amendment to or other modification of any of the Company Documents.

3.

Representations; Warranties; Covenants.  The Debtor hereby represents, warrants and covenants, to and with the Administrative Agent, that:

(a)

Except for the security interest granted to the Administrative Agent for the benefit of the Secured Parties hereunder, or as otherwise expressly permitted under the Credit Agreement, the Debtor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the property in which a security interest is granted or purported to be granted by it hereunder, (ii) holds in the manner aforesaid such Collateral hereunder free and clear of all Liens, and has not authorized and will not authorize (except in favor of the Administrative Agent for the benefit of the Secured Parties) the filing of any financing statement or other similar notice, covering the Collateral or any part thereof, and (iii) will not make or suffer any assignment or pledge, or create or suffer the creation of any Lien affecting the Collateral or any part thereof.

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(b)

Other than the Company Documents, there are no certificates or other instruments or documents evidencing or representing any of the Collateral, and the Debtor will cause any and all instruments, documents, or certificates hereafter issued evidencing or representing such Collateral (if in transferable form, duly endorsed if required or accompanied by executed undated instruments of transfer satisfactory to the Administrative Agent) to be forthwith delivered to and deposited with the Administrative Agent for the benefit of the Secured Parties in pledge hereunder (and held apart separately in trust for the benefit of the Administrative Agent for the benefit of the Secured Parties pending such delivery).

(c)

The Debtor (i) has, and at all times will have, good right and legal authority to grant a security interest in the Collateral in the manner hereby contemplated and (ii) will defend its and the Administrative Agent's title and interest thereto or therein, against any and all Liens of any nature, however arising, of all Persons whomsoever.

(d)

No consent or approval of any governmental body or regulatory authority or any securities exchange is necessary for the validity of the grant of the security interest created hereby, nor does the entering into or performance hereunder by the Debtor violate any provision of any law, rule, regulation, order, writ or decree to which the Debtor or its assets is subject or constitute a default under the terms of any indenture, agreement, instrument or document, or any order or decree of any court, tribunal, or other Person or body, to which the Debtor or any Company is a party or by which the Debtor, such Company or the property of any thereof is bound or affected.

(e)

The execution and delivery of this Agreement by the Debtor is effective to vest in the Administrative Agent for the benefit of the Secured Parties the rights in the Collateral as set forth herein.  Without limiting the foregoing, upon execution and delivery hereof, the Administrative Agent for the benefit of the Secured Parties shall have a valid and enforceable first priority continuing security interest in the Collateral and upon filing of an appropriate Uniform Commercial Code financing statement naming the Debtor as debtor and the Administrative Agent as secured party with the office(s) specified in Schedule 3 hereto, such security interest shall be fully perfected.  This Agreement constitutes the legal, valid and binding obligation of the Debtor, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the rights of debtors and creditors generally and principles of equity .

(f)

With respect to any Company that the Debtor has a limited liability company interest in, the Debtor is a member in good standing of such Company in accordance with the applicable Company Documents and applicable law.  

(g)

All necessary action on the part of any Company and any manager or member thereof, including, without limitation, the Debtor, to authorize the execution, delivery and performance of this Agreement, and the creation and grant of the security interest hereunder in the Collateral, has been duly and properly taken and all conditions to the effectiveness of such security interest have been met.  Without limiting the foregoing, such security interest is permitted under the relevant Company Documents and/or has been duly agreed to by all requisite action by such Company and its managers and members, free of all rights of first offer, rights of first refusal, buy/sell arrangements or other rights of such Company or of any manager or member thereof, or any other restrictions.

(h)

[Reserved.]

(i)

The exact legal name, the jurisdiction of organization, the principal place of business and chief executive office of the Debtor, the office where it keeps its records regarding the Collateral, the federal taxpayer identification number of the Debtor, and any tradename or fictitious name under which it does business, or has done business at any time during the period of five (5) years prior to the date hereof, are all set forth on Schedule 4 hereto.

4.

Distributions; Voting Rights; Debtor Obligations.

(a)

Except as provided in the next sentence, the Debtor shall be entitled, except as limited by the Credit Agreement, to receive payments, dividends and distributions from the Companies.  After written notice by the Administrative Agent to the Debtor, which the Administrative Agent may give, in its sole discretion, upon the occurrence and during the continuation of an Event of Default, or automatically, without notice, in the case of the occurrence of and during the continuance of any Event of Default under paragraph (f) of Article X of the Credit Agreement (other than an Event of Default subject to the proviso in the penultimate paragraph of Article X of the Credit Agreement that does not pertain to the Debtor), all rights of the Debtor to receive payments, dividends, and distributions from such Companies under the preceding sentence shall cease, and all such rights shall thereupon become vested in the Administrative Agent for the benefit of the Secured Parties, whic h shall have the sole and exclusive right and authority to receive and retain such payments, dividends, and distributions, it being further agreed that if any such distribution or dividend is in the form of property other than cash, the Administrative Agent may sell such property or any part thereof in accordance with Section 7 hereof and apply the proceeds of sale in accordance with Section 8 hereof and the provisions of the Credit Agreement.  Subject to the provisions of the Credit Agreement, the Administrative Agent shall have the sole and exclusive right to receive and retain any payment, dividend, or distribution arising or paid or made after the Debtor’s rights to receive the same shall have ceased under the preceding sentence, all of which shall be applied by the

425

Administrative Agent in accordance with Section 8 hereof and the provisions of the Credit Agreement.  Any amounts paid or distributed to the Debtor notwithstanding the preceding sentences of this paragraph shall forthwith be delivered to the Administrative Agent for the benefit of the Secured Parties in the form received (except for the appropriate endorsement of any checks and except for any other appropriate instruments of transfer), and all such amounts distributed to the Debtor shall be received and held apart separately in trust for the benefit of the Administrative Agent pending such delivery.  The Debtor hereby authorizes the Administrative Agent, at any time after the occurrence and during the continuation of an Event of Default, to give notice to any Company that all payments, dividends, and distributions in respect of the limited liability company interest of the Debtor in such Company, or otherwise in respect of the Collateral, are to be ma de directly to the Administrative Agent for the benefit of the Secured Parties until written notice by the Administrative Agent to the contrary.  

(b)

Upon the occurrence and during the continuance of an Event of Default, but only upon written notice from the Administrative Agent in its sole discretion to the Debtor that the Administrative Agent has elected to exercise voting rights hereunder, all rights of the Debtor to exercise voting and other consent rights, if any, as a member or holder of any other interest of the Company shall cease to the extent so elected by the Administrative Agent, and all such voting and consent rights shall thereupon be exercisable by the Administrative Agent to the extent so elected by the Administrative Agent.   

(c)

Notwithstanding anything contained elsewhere herein, this Agreement shall not in any way be deemed to obligate the Administrative Agent or the Secured Parties, or any purchaser at a foreclosure or other sale or disposition of any Collateral, or any other transferee of the Administrative Agent, to assume any of the Debtor’s obligations, duties, expenses or liabilities in respect of the Collateral (collectively, "Debtor Obligations") arising prior to such foreclosure or other sale or disposition unless the Administrative Agent, or any such purchaser or other transferee, otherwise expressly agrees to assume any or all of said Debtor Obligations in writing.  In the event of a foreclosure or other sale or disposition by the Administrative Agent, neither the Administrative Agent nor any other Secured Party shall be deemed to have assumed any of such Debtor Obligations arising prior to such foreclosure or other sale or disposition except as provided in the preceding sentence.

5.

Additional Covenants.  The Debtor hereby covenants and agrees that the Debtor will give the Administrative Agent prior notice of any change of principal place of business, chief executive office, place where books and records covering the Collateral are kept, name, identity, taxpayer identification number or change of jurisdiction or structure in respect of itself or any Company, including, without limitation, notice of any transaction referred to in Section 9.9 of the Credit Agreement or any other event that might result in an impairment of the effectiveness of any Uniform Commercial Code filing in respect of the Collateral.

6.

Costs and Expenses.  The Debtor agrees that it shall be responsible for all amounts for which the Borrower is responsible under Section 12.5 of the Credit Agreement to the extent pertaining to this Agreement, the Collateral hereunder, or the FTC Guarantee of the Debtor, and the Administrative Agent may take judgment for all such amounts.

7.

Event of Default.  Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent may (without any obligation to seek performance of any guarantee or other accommodation in favor of the Administrative Agent in respect of any Obligations or Secured Obligations or to resort to any other security, right or remedy granted to it under any other instrument or agreement, including, without limitation, any other Loan Document or other instrument or agreement referred to herein) sell the Collateral, or any part thereof, at public or private sale for cash, or upon credit or for future delivery, as the Administrative Agent shall deem appropriate.  The Administrative Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing part or all of the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof such of the Collateral so sold.  Each such purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of the relevant Company, the Debtor or any other member of such Company, and the Debtor hereby waives (to the fullest extent permitted by law) all rights of redemption, stay and appraisal which the Debtor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

The Administrative Agent shall give the Debtor at least 10 days' written notice (which the Debtor agrees is commercially reasonable and sufficient notice for purposes of the Uniform Commercial Code as in effect from time to time in any applicable jurisdiction and any other applicable law) of the Administrative Agent's intention to make any sale of any of the Collateral granted by the Debtor.  Such notice, in the case of a public sale, shall state the time and place for such sale.  Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Administrative Agent may fix and state in the notice of such sale.  At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Administrative Agent may (in its sole discretion) determine.  The Administrative Agent shall not be obligated to make any sale of the Collateral or any part thereof if it shall determine not to do so, regardless of the fact that notice of sale of such of the Collateral shall have been given.  The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned.  In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral or any part thereof so sold may be retained by the Administrative Agent until the sale price is paid by the purchaser or purchasers thereof, but the Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral or

426

any part thereof so sold and, in case of any such failure, such Collateral or any part thereof may be sold again upon like notice, and in no event shall any portion of the proceeds of any such sale be credited against payment of the costs, expenses and obligations set forth in Section 8 hereof until cash payment for the Collateral or any part thereof so sold has been received by the Administrative Agent.  At any public or private sale of any of the Collateral, the Administrative Agent may bid for or purchase, free (to the fullest extent permitted by law) from any equity or right of redemption, stay or appraisal on the part of the Debtor with respect to the Collateral (all said rights being also hereby waived and released to the fullest extent permitted by law), all of the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Administrative Agent in respect of any of the Secure d Obligations as a credit against the purchase price, and the Administrative Agent may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to the Debtor therefor.  Without limiting the generality of the foregoing, the Debtor agrees that it shall be commercially reasonable for the Administrative Agent to transfer the Collateral to another member of any Company.  For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Administrative Agent shall be free to carry out such sale pursuant to such agreement, and the Debtor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full.  As an alternative to exercising the power of sale herein conferred upon it, the Administrative Agent may proceed by a suit or suits at law or in equity to foreclose upon and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver.  Any sale pursuant to the provisions of this Section shall be deemed to conform to the standards of commercial reasonableness as provided in the Uniform Commercial Code as in effect from time to time in any applicable jurisdiction or other applicable law.

8.

Application.  The proceeds of any sale of any of the Collateral pursuant to Section 7 hereof, any amounts received by the Administrative Agent under Section 4(a) hereof, any other amounts received by the Administrative Agent in respect of the Collateral, as well as any Collateral consisting of cash, shall be applied by the Administrative Agent as follows:

FIRST, to the payment of all reasonable costs and expenses incurred by the Administrative Agent in connection with such sale or otherwise in connection with this Agreement or any of the Obligations, if and to the extent the Borrower or the Debtor are liable therefor under the Credit Agreement, including, but not limited to, all court costs and the reasonable fees and expenses of its experts, agents and legal counsel (including reasonably allocated costs of any internal counsel involved in any of the foregoing), the repayment of all advances made by the Administrative Agent on behalf of the Debtor or to protect the Collateral and/or the rights of the Administrative Agent therein, and any other costs or expenses incurred in connection with the reasonable exercise of any right or remedy hereunder;

SECOND, to the payment in full of the Secured Obligations as provided in the Credit Agreement; and

THIRD, to the Debtor, its successors or assigns, subject to any provision of law, or as a court of competent jurisdiction may otherwise direct.

The Administrative Agent shall have absolute discretion as to the time of application of any such proceeds or other amounts.  Upon any sale of the Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt by the Administrative Agent or by the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

9.

Attorney in Fact.  The Debtor hereby appoints the Administrative Agent the attorney-in-fact of the Debtor (which power of attorney shall be exercised only during the continuance of an Event of Default) for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest, any proxy or proxies heretofore given by the Debtor to any other Person being hereby revoked.  Without limiting the generality of the foregoing, after the occurrence of and during the continuance of an Event of Default, the Administrative Agent shall have the right, with full power of substitution either in the Administrative Agent's name or in the name of the Debtor, to execute, acknowledge, deliver, and record or file all documents, instruments, agreements, financing statements and schedules or exhibits thereto in order to preserve and perfect the security interest granted hereunder, to exercise all rights and privileges to the same extent the Debtor shall have been entitled under the Company Documents and in accordance with applicable law, including without limitation, after written notice to the Debtor, all voting rights of the Debtor as a member of any Company, and to ask for, demand, sue for, collect, receive, receipt and give acquittance for any and all monies due or to become due under and by virtue of any of the Collateral, to endorse checks, drafts, orders and other instruments for the payment of money payable to the Debtor representing any distribution, dividend, or other amount payable in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and make any agreement respecting, or otherwise deal with, the same; provided that nothing contained in this Agreement shall be construed as requiring or obligating the Administrative Agent to make any payment to any party in respect of the Collateral, or to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral (or any other collateral for or any guarantee in respect

427

of any of the Obligations or Secured Obligations) or any part thereof or the monies due or to become due in respect thereof or any property covered thereby, or to extend any credit or accommodation thereof to any party, and no action taken by the Administrative Agent or omitted to be taken with respect to the Collateral (or any other collateral for or any guarantee in respect of any of the Obligations or Secured Obligations) or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Company or the Debtor or any other member of any Company or any guarantor of any of the Obligations or Secured Obligations or to any claim or action against the Administrative Agent, in the absence of the gross negligence or willful misconduct of the Administrative Agent as determined by a court of competent jurisdiction; provided further, that the Administrative Agent shall not have the right to exercise any voting or other consent righ ts referred to in Section 4(b) hereof unless and until the Administrative Agent shall have given the notice of election referred to in that Section. The Debtor’s appointment of the Administrative Agent as attorney-in-fact, and the Administrative Agent's right to execute, acknowledge, perform, deliver, record, or file documents (including the making of Uniform Commercial Code financing statement filings without the signature, and on behalf, of the Debtor) and to endorse checks, drafts, orders and other instruments for the payment of money payable to the Debtor representing any distribution, dividend, or other amount payable in respect of the Collateral or any part thereof or on account thereof, shall commence on the date hereof.

10.

No Obligation of Lender.  The powers conferred on the Administrative Agent hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers.  The Administrative Agent may, in its sole and absolute discretion, but with no obligation whatsoever to do so, expend or invest monies to cure a default by the Debtor as a member of any Company or otherwise protect the Collateral.  Except for the exercise of reasonable care in the custody of any Collateral in its possession and the accounting for monies actually received by it hereunder, the Administrative Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.

11.

Cumulative Remedies.  All rights and remedies of the Administrative Agent hereunder are cumulative and are not exclusive of any other rights or remedies provided by law or otherwise.  

12.

Securities Act and Related Matters.  The Debtor understands and acknowledges that compliance with certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, might very strictly limit the course of conduct of the Administrative Agent if the Administrative Agent were to attempt to dispose of all or any part of the Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Collateral could dispose of the same, including, without limitation, to limit purchasers to those who agree to acquire the Collateral for their own account, for investment and not with a view to the resale or distribution thereof.  The Debtor acknowledges that any such sales may be at prices and on terms less favorable to the Administrative Agent than might be achieved through a public sale without restrictions (including in a public offering through a registration statement) and the D ebtor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner notwithstanding the failure to effect such registration (whether or not available) or otherwise offer the Collateral at a public sale.  The Debtor confirms that the Administrative Agent shall have sole and absolute discretion in determining the type and conduct of all public and private sales of Collateral (or any part thereof), in any manner and under any circumstances the Administrative Agent may choose; and the Debtor clearly understands that neither the Administrative Agent nor any agent of the Administrative Agent is to have any such general duty or obligation to the Debtor, and the Debtor will not attempt to hold the Administrative Agent or any agent of the Administrative Agent responsible for the sale of all or any part of the Collateral at an inadequate price, even if the Administrative Agent shall accept the first offer received or fail to approach more than one possible purchaser. &nbs p;Without limiting the generality of the foregoing, the provisions of this Section would apply if, for example, the Administrative Agent were to place all or any part of the Collateral for private placement by an investment banking firm, or if such investment banking firm purchased all or any part of the Collateral for its own account, or if the Administrative Agent placed all or any part of the Collateral privately with a purchaser or purchasers (including a customer of the Administrative Agent or any other Secured Party).  The provisions of this Section will apply notwithstanding the existence of a public or private market upon which the quotations of sales prices may exceed substantially the price at which the Administrative Agent sells.

13.

No Discharge of Debtor; No Assumption of Debtor Liabilities.  All rights of the Administrative Agent hereunder, the grant of the security interest in the Collateral, and all obligations of the Debtor hereunder, shall be absolute and unconditional, irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document or of any other agreement or instrument with respect to any of the Obligations or Secured Obligations or of any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations or Secured Obligations, including, without limitation, any increase in amount, extension of the time of payment of all or any amount due thereunder, any change in interest rates applicable thereto, any subordination thereof or of other obligations thereto, or renewal of all or any thereof, or any other amendment or wai ver of or any consent to any departure from the terms of the Credit Agreement or any other Loan Document, or any other agreement or instrument, (c) any exchange, release or non-perfection of any collateral security in respect thereof, or any release or amendment or waiver of or departure from any guarantee of all or any of the Obligations or Secured Obligations or the failure to enforce any such collateral security or guarantee, (d) any change in the structure or tax characterization of the Debtor or any Company, or any transaction (including any merger or consolidation) to which it may be a party (in each case whether or not permitted under the Loan Documents), or (e) any other circumstance that might otherwise constitute a defense available to, or a discharge, release, or exoneration of, any Person in respect of the Obligations or the Secured Obligations or in respect of this Agreement, other than the final payment in full in cash of the Secured Obligations.  Nothing in this Agreement shall cause or o bligate the Administrative Agent to assume or otherwise be or

428

become liable for the Debtor's obligations, liabilities, duties, expenses, or costs in respect of any Collateral, under any Company Documents or under law in respect of any Company.

14.

Further Waivers.  The Debtor hereby waives presentment, demand, and protest (to the fullest extent permitted by applicable law) of any kind in connection with this Agreement or any Collateral.  Except notices which are expressly provided for herein or in the Credit Agreement, the Debtor hereby waives (to the fullest extent permitted by applicable law) notice of any kind in connection with this Agreement.  The Debtor hereby further waives (to the fullest extent permitted by applicable law) any claims of any nature whatsoever against the Administrative Agent (and its directors, shareholders or controlling Persons, officers, employees, agents, nominees, counsel and each of them) arising out of or related to the sale or transfer of the Collateral in accordance with of this Agreement or applicable law, notwithstanding that such sale or transfer occurred at such time or in such a manner as to directly or indirectly decrease the purchase price required t o be paid for the Collateral.

15.

Termination and Release.  This Agreement shall terminate when the Credit Agreement shall no longer be in effect and all of the Obligations shall have been finally paid in full in cash (other than unasserted indemnification obligations, if any, which shall continue as unsecured obligations of the Debtor after termination hereof), at which time the Administrative Agent shall reassign and deliver to the Debtor, or to such Person or Persons as the Debtor shall designate (subject to any provision of law or as a court of competent jurisdiction may otherwise direct), against receipt, such of the Collateral (if any) as shall not have been sold or otherwise applied by the Administrative Agent pursuant to the terms hereof and shall still be held by the Administrative Agent hereunder, together with appropriate instruments of reassignment and release. Any such reassignment shall be without recourse to or representation or warranty by the Administrative Agent and solely at the expense of the Debtor.

16.

[Reserved.]

17.

Amendments; Waivers.  No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Debtor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent.  Any such waiver, consent or approval shall be effective only in the specific instance and for the purpose for which given.  No notice to or demand on the Debtor in any case shall entitle the Debtor to any other or further notice or demand in the same, similar or other circumstances.  No waiver by the Administrative Agent of any breach or default of or by the Debtor under this Agreement shall be deemed a waiver of any other previous breach or default or any thereafter occurring.

18.

Reliance; Survival; Severability.  (a)  All covenants, agreements, representations and warranties made by the Debtor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Administrative Agent and the Secured Parties and shall survive the making of the Loans, regardless of any investigation made by the Administrative Agent or any Secured Party or on its behalf, and shall continue in full force and effect as long as any Obligations remain outstanding and unpaid.

(b)

Any provision of this Agreement that is illegal, invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining provisions hereof or affecting the legality, validity or enforceability of such provisions in any other jurisdiction.  The parties hereto agree to negotiate in good faith to replace any illegal, invalid or unenforceable provision of this Agreement with a legal, valid and enforceable provision that, to the extent possible, will preserve the economic bargain of this Agreement, or to otherwise amend this Agreement to achieve such result.

19.

Successors and Assigns.  Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Debtor or the Administrative Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.  The Debtor may not assign or transfer any of its rights or obligations hereunder or any interest herein or in the Collateral except as expressly contemplated by this Agreement or the other Loan Documents (and any such attempted assignment shall be void).

20.

GOVERNING LAW.  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW.

21.

Headings.  Any Section headings in this Agreement are for convenience only and shall not affect the construction hereof.

22.

Notices.  Notices, consents and other communications provided for herein shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 12.2 of the Credit Agreement, except that the address of the Debtor for purposes hereof is set forth next to its signature below.  Communications and notices to any Company shall be given to it at its address set forth in Schedule 2 hereto.

429

23.

Additional Expenses; Indemnification.   The Debtor agrees to pay upon demand to the Administrative Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts or agents, that the Administrative Agent may incur in connection with (a) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (b) the exercise or enforcement of any of the rights of the Administrative Agent hereunder, or (c) the failure by the Debtor to perform or observe any of the provisions hereof.  If the Debtor shall fail to do any act or thing that it has covenanted to do hereunder or any representation or warranty of the Debtor hereunder shall be breached, the Administrative Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach and there shall be added to the Secured Obligations the cost or e xpense incurred by the Administrative Agent in so doing.

24.

Counterparts.  This Agreement may be executed in separate counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one Agreement.  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.

25.

Integration; Submission to Jurisdiction; Consent to Service.  (a)  Except as expressly herein provided, this Agreement and the other Loan Documents constitute the entire agreement among the parties relating to the subject matter hereof.  Any previous agreement among the parties with respect to the transactions contemplated hereunder is superseded by this Agreement and the other Loan Documents.  Except as expressly provided herein or in the other Loan Documents, nothing in this Agreement or in any other Loan Document, expressed or implied, is intended to confer upon any party, other than the parties hereto, any rights, remedies, obligations or liabilities under or by reason of this Agreement or such other Loan Documents.

(b)  The Debtor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court.  Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Nothing in this Agreement shall affect any right that the Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement against the Debtor or its properties in the courts of any jurisdiction.

(c)

The Debtor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in the preceding paragraph.  Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d)

Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 22 hereof.  Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

26.

Injunctive Relief.  The parties hereto agree that certain of the rights of the Administrative Agent hereunder are of a nature such that an action for damages in connection with the breach thereof by the Debtor would not provide an adequate remedy for the Administrative Agent, and the Debtor agrees that the Administrative Agent shall be entitled to injunctive relief and specific performance in the case of a breach or attempted breach of any of the provisions hereof.

27.

WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

[BALANCE OF PAGE INTENTIONALLY LEFT BLANK]

430

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this HS Pledge and Security Agreement as of the day and year first above written.

Addresses of Debtor for notices:

c/o Kimco Realty Corporation 3333 New Hyde Park Road, Suite 100 New Hyde Park, New York 11042 Attention: Glenn G. Cohen Telecopy: (516) 869-2572 PRK HOLDINGS [I][II][III] LLC By: Kimco PK, LLC, member By: Kimco PK Inc., managing member By:                                                              Name: Title:

[SIGNATURE PAGE TO PLEDGE AND SECURITY AGREEMENT – PRK HOLDINGS [I][II][III] LLC]

431

JPMORGAN CHASE BANK, N.A., as Administrative Agent

By:                                                             

Name:

Title:

[SIGNATURE PAGE TO PLEDGE AND SECURITY AGREEMENT – PRK HOLDINGS [I][II][III] LLC]

432

Schedule 1 to HS Pledge and Security Agreement

Collateral

(a)  The limited liability company interest, corporate stock or other equity interest of the Debtor in, and all other present and future right, title and interest of the Debtor as a member, shareholder or other equity holder of each of  [PK I Holdco LLC, a Delaware limited  liability company], [PK II Holdco LLC, a Delaware limited  liability company], [PK III Holdco LLC, a Delaware limited  liability company], PK Sale LLC, a Delaware limited  liability company, and Pan Pacific Retail Properties, Inc., a Maryland corporation, and any successor(s) thereto or assignee(s) thereof (each a “Company” and, collectively, the "Companies"), and the rights, interest, and benefits in respect thereof of the Debtor arising under the respective agreements, documents and/or certificates (including, without limitation, the limited liability company agreement of each Company that is a limited liability company, the certifica te of incorporation of each Company that is a corporation, the other constituent documents of each Company, any other publicly filed documents, and any certificates representing any of the Debtor's equity interest in any Company), constituting or governing any Company (collectively, the "Company Documents"), and all other benefits pertaining thereto and any and all investment property, general intangibles, payment intangibles and accounts (and rights in respect of letters of credit) (as such terms are defined in the Uniform Commercial Code of the State of New York as now in effect) now owned or hereafter arising or acquired relating to the Debtor’s interest as a member or as a holder of any other equity or ownership interest (including any debt obligation representing any rights to payment as a holder of an equity or other ownership interest) in any Company and/or any of the foregoing; including, without limitation, all distributions and dividends by, and any other payments from, any Co mpany, and all present and future rights to receive any distributions, dividends, or other payments from any Company as a member or in respect of any other equity or ownership interest (including any debt obligation representing any rights to payment as a holder of an equity or other ownership interest), whether the same constitute distributions or dividends of capital, surplus, or profits, or derive from any other source, including, without limitation, any such distribution, dividend or payment derived from, representing, based upon, measured by, or otherwise in respect of, (A) the operating revenues of any Company, or (B) any sale, assignment, transfer, or other disposition (or transaction having comparable effect) of any assets of any Company, any mortgaging, encumbering, or other financing or refinancing of any assets of any Company, any insurance proceeds or condemnation awards in respect of any assets of any Company, any merger, consolidation, or recapitalization of any Company, any redemption or liqui dation of the interest of the Debtor in any Company, or any contribution of any property to any Company by any member thereof (all of which property and rights referred to in this paragraph (a) are referred to collectively as the "Pledged Property");

(b)

any custodial or other safekeeping or similar accounts in which any of the Pledged Property or any of the property described in the following paragraph (c) is deposited, any securities accounts containing or comprising any Pledged Property and any securities entitlements or other rights in respect thereof; and

(c)

all of the proceeds, products, rents, issues and profits of any of the property described in paragraphs (a) and (b) or this paragraph (c).

* * *

433

Schedule 2 to HS Pledge and Security Agreement

Address of each Company for Notices

Company	Notice Address
PK [I][II][III] Holdco LLC	c/o Kimco Realty Corporation 3333 New Hyde Park Road, Suite 100 New Hyde Park, New York 11042 Attention: Glenn G. Cohen Telecopy: (516) 869-2572
PK Sale LLC	c/o Kimco Realty Corporation 3333 New Hyde Park Road, Suite 100 New Hyde Park, New York 11042 Attention: Glenn G. Cohen Telecopy: (516) 869-2572
Pan Pacific Retail Properties, Inc.	c/o Kimco Realty Corporation 3333 New Hyde Park Road, Suite 100 New Hyde Park, New York 11042 Attention: Glenn G. Cohen Telecopy: (516) 869-2572

* * *

434

Schedule 3 to HS Pledge and Security Agreement

Offices for Filing UCC Financing Statements

Secretary of State of the State of Delaware

Secretary of State of the State of Maryland

435

Schedule 4 to HS Pledge and Security Agreement

Debtor’s Exact Legal Name	Debtor's Jurisdiction of Organization	Debtor’s Principal Place of Business, Chief Executive Office and Places Where Records Regarding Collateral Are Kept	Debtor's Taxpayer Identification No.	Tradenames and Fictitious Names of the Debtor
PRK Holdings [I]II][III] LLC	Delaware	c/o Kimco Realty Corporation 3333 New Hyde Park Road Suite 100 New Hyde Park, New York 11042 Attention: Glenn G. Cohen Telecopy: (516) 869-2572	[20-5782636] [20-5782671] [20-5782698]	None.

436

Exhibit D-1

	750 E. Pratt Street, Suite 900	Telephone 410-244-7400	www.venable.com
	Baltimore, Maryland 21202	Facsimile 410-244-7742

August 26, 2008

The Lenders, JPMorgan Chase Bank, N.A., as

Administrative Agent and the other agents,

in each case, under the Credit Agreement referred to below

c/o  JPMorgan Chase Bank, N.A.

277 Park Avenue, 3rd Floor

New York, New York 10072

Re:

Kimco Realty Corporation/ PK Sale LLC

Ladies and Gentlemen:

We have served as Maryland counsel to Kimco Realty Corporation, a Maryland corporation (the "Company"), in connection with the execution, delivery and performance of the Credit Agreement, dated as of August 26, 2008 (the "Credit Agreement"), by and among PK Sale LLC, a Delaware limited liability company, PRK Holdings I LLC, a Delaware limited liability company, PRK Holdings II LLC, a Delaware limited liability company, PRK Holdings III LLC, a Delaware limited liability company, the Company, JPMorgan Chase Bank, N.A., as Administrative Agent, the other agents party thereto and the lenders from time to time party thereto (the "Lenders").  This firm did not participate in the negotiation or drafting of the Credit Agreement.  

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the "Documents"):

1.

The charter of the Company (the "Charter"), certified as of a recent date by the State Department of Assessments and Taxation of Maryland (the "SDAT");

2.

The Bylaws of the Company (the "Bylaws"), certified as of the date hereof by an officer of the Company;

3.

Resolutions adopted by the Board of Directors of the Company, or a duly authorized committee thereof, relating to the execution, delivery and performance of the Credit Agreement, certified as of the date hereof by an officer of the Company;

4.

A certificate as of a recent date of the SDAT as to the good standing of the Company;

5.

A certificate executed by an officer of the Company, dated as of the date hereof;

6.

The Credit Agreement; and

7.

Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth in this letter, subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed the following:

1.

Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

2.

Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

3.

Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party's obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

437

The Lenders, JPMorgan Chase Bank, N.A., as

Administrative Agent and the other agents,

in each case, under the Credit Agreement referred to below

August 26, 2008

Page 2

4.

All Documents submitted to us as originals are authentic.  The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered.  All Documents submitted to us as certified or photostatic copies conform to the original documents.  All signatures on all Documents are genuine.  All public records reviewed or relied upon by us or on our behalf are true and complete.  All representations, warranties, statements and information contained in the Documents are true and complete.  There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1.

The Company has been duly incorporated and is validly existing as a corporation under the laws of the State of Maryland and is in good standing with the SDAT.

2.

The Company has the corporate power to execute, deliver and perform the Credit Agreement.

3.

The execution and delivery by the Company of, and the performance by the Company of its obligations under, the Credit Agreement have been duly authorized by all necessary corporate action on the part of the Company.

4.

The execution and delivery by the Company of, and the performance by the Company of its obligations under, the Credit Agreement do not violate the Charter or the Bylaws.

5.

The Credit Agreement has been duly executed and delivered by the Company.

The foregoing opinion is limited to the substantive laws of the State of Maryland and we do not express any opinion herein concerning any other law.  We express no opinion as to compliance with any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers.  To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.  The opinion expressed herein is subject to the effect of judicial decisions which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated.  We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

This opinion is being furnished to you solely for your benefit and the benefit of your successors and permitted assigns under the Credit Agreement.  Accordingly, it may not be relied upon by, quoted in any manner to, or delivered to any other person or entity without, in each instance, our prior written consent, except that copies of this opinion may be provided to governmental authorities if so requested, or as otherwise may be required by law, but no such parties shall be entitled to rely on this opinion.  Notwithstanding the foregoing, Wachtell, Lipton, Rosen & Katz, counsel to the Company, may rely on this opinion solely for the purpose of providing its opinion, dated the date hereof, relating to the Credit Agreement.

Very truly yours,

/s/ Venable LLP

438

August 26, 2008

To JPMorgan Chase Bank, N.A., as

Administrative Agent under the Credit Agreement

referred to below, and the other agents thereunder

The Lenders party to the

Credit Agreement referred to below

Ladies and Gentlemen:

We have acted as special New York counsel to PK Sale LLC, a Delaware limited liability company (the “Borrower”) and to PRK Holdings I LLC (“PRK I”), PRK Holdings II LLC (“PRK II”), and PRK Holdings III LLC (“PRK III”, and together with PRK I and PRK II, the “PRK Entities”, and the Borrower, together with the PRK Entities, the “Subject Parties”), each a Delaware limited liability company, and Kimco Realty Corporation (“KRC”), a Maryland corporation (collectively, the PRK Entities and KRC are the “Guarantors”), in connection with the Credit Agreement (the “Credit Agreement”), dated as of the date hereof, among the Borrower, the Guarantors, JPMorgan Chase Bank, N.A., as Administrative Agent, the other agents party thereto and the lenders from time to time party thereto (the “Lenders& #148;).  Terms defined in the Credit Agreement are used herein as defined therein.  The Borrower and the Guarantors are herein referred to collectively as the “Obligors”.  This opinion letter is being delivered pursuant to Section 5.2(c) of the Credit Agreement.

In rendering the opinions expressed below, we have examined the following agreements, instruments and other documents:

(a)

the Credit Agreement;

(b)

the Notes executed and delivered by the Borrower on the date hereof;

(c)

the HS Pledge and Security Agreement executed and delivered by PRK I and the Administrative Agent, the HS Pledge and Security Agreement executed and delivered by PRK II and the Administrative Agent, and the HS Pledge and Security Agreement executed and delivered by PRK III and the Administrative Agent, in each case dated as of the date hereof;

(d)

the organizational or governing documents of each of the Subject Parties (such documents, as to each Subject Party, its “Organizational Documents”);

(e)

certificates from the Secretary of State of Delaware (as to the Subject Parties) attesting to the continued existence and good standing of each of the Subject Parties;

(f)

such records of the Obligors and such other documents as we have deemed necessary to form a basis for the opinions expressed below; and

(g)

unfiled copies of the financing statements listed on and attached as Schedule I hereto (the “Financing Statements”), naming the Obligors indicated on such Schedule I as debtors and the Administrative Agent as secured party, which we understand will be filed in the Office of the Secretary of State of Delaware (the “Filing Office”).

The agreements referred to in clauses (a), (b) and (c) are collectively referred to herein as the “Documents”.

We have also examined such other documents and records, and such matters of law, as we have deemed appropriate as a basis for the opinions hereinafter expressed.

We have relied upon representations made in or pursuant to the Credit Agreement, the other Loan Documents and certificates, instruments and other documents delivered in connection therewith or in connection with this opinion for certain factual matters.  With your consent, we have not independently verified the factual matters contained in such representations.

The phrase “of which we have actual knowledge” is limited to the actual knowledge, without independent inquiry, of the lawyers at our firm who have performed legal services in connection with the Transactions.

With your approval we have assumed:

(i)

the genuineness of all signatures;

(ii)

the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies;

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(iii)

that each of the parties to the Documents (other than the Subject Parties) has the power and authority (corporate or otherwise) to enter into, deliver and perform each of its respective obligations thereunder, and is duly organized, validly existing and in good standing under the law of its jurisdiction of organization;

(iv)

the due authorization, execution and delivery of the Documents by each of the parties thereto (other than the Subject Parties);

(v)

that the Documents are the legal, valid, binding and enforceable obligation of all parties thereto (other than the Obligors);

(vi)

that all authorizations, approvals or consents of, and all filings or registrations with any governmental or regulatory authority or agency required for the execution, delivery or performance by the parties to the documents and agreements we have reviewed have been obtained or made and are in effect, except to the extent expressly covered by the opinions rendered herein;

(vii)

that the execution, delivery and performance by each party of its obligations under the Documents will comply with applicable law and with any requirement or restriction imposed by any court or governmental body having jurisdiction over it or any of its assets and will not result in a default under or breach of any agreement or instrument then binding upon it (in each case, except to the extent expressly covered by this opinion);

(vi)

that the execution and delivery of the Documents by each of the parties thereto (other than the Subject Parties), and the performance and consummation of the transactions contemplated by the Documents by each of the parties thereto (other than the Subject Parties) will not violate, conflict with or result in a breach of, or require any consent under, the charter, by-laws, limited liability company agreement, partnership agreement or equivalent organizational documents of any such party;

(viii)

that there are no facts relating to the transactions contemplated by the documents that are unknown to us and that, if known, would change the conclusions expressed in this opinion; and

(ix)

that the parties to the Documents will comply with the provisions thereof to the extent relevant to the opinions expressed herein.

We are members of the bar of the State of New York; we express no opinion as to the laws of any jurisdiction other than (a) the law of the State of New York (the “Subject Law”), (b) with respect only to the opinions in paragraphs 7, 8, 9 and 10 below, the Limited Liability Company Act of the State of Delaware, and (c) with respect only to the opinion in paragraph 3 below, the Federal laws of the United States of America.

Based upon the foregoing and subject to the comments and qualifications set forth below, we are of the opinion that:

1.

Each of the Documents constitutes the legal, valid and binding obligation of each Obligor party thereto enforceable against such Obligor in accordance with its terms.

2.

Assuming the proceeds of the Loans are used solely for the purposes set forth in the Credit Agreement, none of the execution and delivery by each Obligor of the Documents to which such Obligor is a party, or the borrowings by Borrower and performance by each Obligor of its payment obligations under the Documents to which such Obligor is a party, will violate, conflict with or result in a breach of, or require any consent under any applicable law, rule or regulation under the Subject Law.

3.

Upon the application of proceeds from Loans made on the Closing Date in accordance with the requirements of the Documents, neither the Borrower nor any of the other Obligors will be an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

4.

Each HS Pledge and Security Agreement creates, in favor of the Administrative Agent, for the benefit of the Lenders, a security interest under the New York Uniform Commercial Code as in effect on the date hereof (the “NY UCC”) in all of the respective right, title and interest of the Obligor party thereto in, to and under the Collateral (as defined in such HS Pledge and Security Agreement) of such Obligor in which a security interest can be created under Article 9 of the NY UCC (the “Article 9 Collateral”) as collateral security for the payment of the Secured  Obligations (as defined in such HS Pledge and Security Agreement) of such Obligor.

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5.

The execution, delivery and performance by each Obligor of the Documents to which it is a party will not conflict with or result in any breach or contravention of, or (except as contemplated in connection with the Transactions) the creation of any Lien under, or (except as contemplated in connection with the Transactions) require any payment to be made under (A) any material Contractual Obligation of such Obligor, or (B) any order, injunction, writ or decree of any Governmental Authority or arbitral award to which such Obligor or its property is subject, in the case of each of clauses (A) and (B) of which we have actual knowledge.

6.

There are no actions, suits, proceedings, claims or disputes pending or threatened in writing at law, in equity, in arbitration or before any Governmental Authority, by or against any Obligor that (a) as of the Effective Date, purport to affect the Credit Agreement or any other Documents, or (b) would reasonably be expected to have a Material Adverse Effect, in the case of each of clauses (a) and (b) of which we have actual knowledge.

7.

Each of the Documents has been duly executed and delivered by each Subject Party party hereto.

8.

Each of the Subject Parties is a limited liability company, duly organized, validly existing and in good standing under the laws of the state in which it was organized.

9.

Each of the Subject Parties has requisite corporate or other power and authority to execute and deliver the Documents and to perform its obligations thereunder.  The execution and delivery by each of the Subject Parties of the Documents to which it is a party, and the performance of its obligations thereunder, have been duly authorized by all requisite corporate or other action.  

10.

The execution, delivery and performance by each of the Subject Parties of the Documents to which it is a party do not violate the Organizational Documents of such Subject Party.

11.

No action by or in respect of, filing with or authorization or approval from, any governmental authority of the State of New York is required solely in connection with the execution and delivery by any Obligor of the Documents to which it is a party and the performance of its obligations thereunder.

Although we express no opinion as to the law of the State of Delaware (other than the Limited Liability Company Act of the State of Delaware), we have reviewed Article 9 of the Uniform Commercial Code in effect in the State of Delaware as set forth in Title 6 of the Delaware Code Annotated (the “DE UCC”) and, based solely on such review, we advise you that (a) the Financing Statements are in appropriate form for filing in the Filing Office and (b) upon the filing of the Financing Statements in the Filing Office, the Administrative Agent will have a perfected security interest for the benefit of the Lenders in that portion of the Article 9 Collateral in which a security interest is perfected by filing a financing statement in the Filing Office.

Our opinion in paragraph 4 is subject to the qualifications that:

(a)

a security interest in proceeds is subject to the requirements and limitations of Section 9-315 of the NY UCC and Section 552(b) of Title 11, United States Code (the “Bankruptcy Code”);

(b)

we call to your attention that the duties to exercise reasonable care in the custody and preservation of collateral, to deal with and to dispose of collateral in a commercially reasonable manner and to act in good faith with diligence, reasonableness and care, all as required by the NY UCC, the DE UCC or other applicable law, may not be released or disclaimed by agreement or waiver;

(c)

our opinion is limited to each Obligor’s “rights” in the Collateral and we assume that “value” has been given as contemplated by Section 9-203 of the NY UCC, and we express no opinion as to the existence of, or the right, title or interest of any Obligor in, to or under, any of any Collateral or other collateral;

(d)

Section 552 of the Bankruptcy Code limits the extent to which property acquired by a debtor after the commencement of its Bankruptcy Code case may be subject to a lien resulting from any security agreement or pledge agreement entered into by the debtor before such commencement;

(e)

pursuant to Section 9-320 of the NY UCC, a buyer of goods in the ordinary course of business other than a person buying farm products from a person engaged in farming operations takes free of a security interest created by his seller even though the security interest is perfected and the buyer knows of its existence;

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(f)

we express no opinion as to the creation, perfection or priority of any security interest in (or other lien on) any Collateral to the extent that, pursuant to Section 9-109 of the NY UCC, Article 9 of the NY UCC does not apply thereto;

(g)

we wish to point out that Section 9-301(c)(3) of the NY UCC provides that when goods are located in a jurisdiction, the local law of that jurisdiction governs the effect of perfection or nonperfection and the priority of a nonpossessory security interest in such collateral; and

(h)

we assume that no statute, regulation or treaty of the United States exists that would make any HS Pledge and Security Agreement ineffective to create a security interest in the Collateral thereunder.

The opinions expressed above are subject to the following qualifications and comments:

(i)

The Documents are subject to the effect of (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally and (ii) the application of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief.

(ii)

We express no opinion as to the effect of the law of any jurisdiction (other than the State of New York) wherein any Lender may be located or wherein enforcement of the Documents may be sought, including without limitation as to the effect of the laws of any jurisdiction (other than the State of New York) wherein any Lender may be located which limits rates of interest that may be charged or collected by such Lender.

(iii)

We wish to point out that the obligations of the Obligors, and the rights and remedies of the Administrative Agent and the Lenders, under each HS Pledge and Security Agreement may be subject to possible limitations upon the exercise of remedial or procedural provisions contained in such HS Pledge and Security Agreement, provided that such limitations do not, in our opinion (but subject to the other comments and qualifications set forth in this opinion letter), make the remedies and procedures (taken as a whole) that will be afforded to the Administrative Agent inadequate for the practical realization of the substantive benefits purported to be provided to the Administrative Agent and the Lenders by such HS Pledge and Security Agreement.

(iv)

We wish to point out that the acquisition by any Obligor after the funding of the Loan under the Credit Agreement of an interest in any property or assets that becomes subject to the Lien of the HS Pledge and Security Agreement may constitute a voidable preference under Section 547 of the Bankruptcy Code.

(v)

We express no opinion as to the location of, the existence of, or the right, title or interest of any Obligor in, to or under, any of the Collateral.

(vi)

Except as expressly provided in paragraph 4 above, and without limiting the effect of the paragraph immediately following opinion paragraph 11 (as to the DE UCC), we express no opinion as to the creation, perfection or priority of any security interest in, or other Lien on, the Collateral.

(vii)

Our opinions as to compliance with certain statutes, rules and regulations are based upon a review of those statutes, rules and regulations which, in our experience, are normally applicable to transactions of the type contemplated by the Documents.

(viii)

We express no opinion with respect to:  (i) the enforceability of provisions in the Documents relating to delay or omission of enforcement of rights or remedies, waivers of defenses, waivers of notices, or waivers of benefits of usury, appraisement, valuation, stay, extension, moratorium, redemption, statutes of limitation or other non-waivable benefits bestowed by operation of law; (ii) the lawfulness or enforceability of exculpation clauses, clauses relating to releases of unmatured claims, clauses purporting to waive unmatured rights, severability clauses, and clauses similar in substance or nature to those expressed in the foregoing subclause (i) and this subclause (ii), insofar as any of the foregoing are contained in the Documents; (iii) the enforceability of the indemnification or contribution provisions set forth in the Documents to the extent they purport to relate to liabilities resulting from or based upon a party’s own negligence, recklessness or intentional misfeasance or any violation of Federal or state securities or blue sky or other laws or (iv) any provision of the Documents which provides for the severance of invalid, illegal or unenforceable provisions.

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(ix)

The provisions of the Documents that permit the Administrative Agent or any of the Lenders to take action or make determinations, or to benefit from indemnities and similar undertakings of any of the Obligors, may be subject to a requirement that such action or inaction by the Administrative Agent or any of the Lenders that may give rise to a request for payment under such an undertaking be taken or not taken, on a reasonable basis and in good faith and may also be subject to public policy and equitable limitations.

(x)

We express no opinion as to the effect of Federal and New York laws regarding fraudulent transfers or fraudulent conveyances, or of provisions of the law of the jurisdiction of organization of each Guarantor restricting dividends, loans or distributions by a corporation or limited liability company to or for the benefit of its stockholders or members, on the validity or enforceability of the Documents against any of the Guarantors party thereto or any other obligation under the Documents.

(xi)

We express no opinion as to (i) whether a Federal or state court outside of the State of New York would give effect to the choice of New York law provided for in any of the Documents, (ii) provisions of the Documents that relate to the subject matter jurisdiction of the federal or state courts of New York to adjudicate any controversy related to any of the Documents or the transactions contemplated thereby, (iii) the waiver of inconvenient forum (and any similar provisions in any of the other Documents), (iv) the waiver of any right of immunity, (v) the waiver of jury trial found in any of the documents, or (vi) the effect (if any) of any law of any jurisdiction (other than the State of New York) in which any enforcement action of any of the Documents may be sought.

(xii)

The enforceability of provisions in the Documents to the effect that terms may not be waived or modified except in writing may be limited under certain circumstances.

(xiii)

We express no opinion with respect to Section 12.12 of the Credit Agreement (and any similar provisions in any of the other Documents) insofar as they purport to create rights of set-off: (i) against deposits and indebtedness held or owing by persons other than Lenders; (ii) in respect of contingent and unmatured indebtedness; (iii) against assets of an Obligor with respect to indebtedness owing by another Obligor; or (iv) in favor of participants.

(xiv)

We assume that (i) there has been no mutual mistake of fact or misunderstanding, or fraud, duress, or undue influence in connection with the negotiation, execution or delivery of the Documents, and (ii) there are and have been no agreements or understandings among the parties, written or oral, and there is and has been no usage of trade or course of prior dealing among the parties that would, in either case, vary, modify, supplement or qualify the terms of the Documents.

(xv)

We express no opinion as to the validity, binding effect or enforceability of the security interests under the Documents in any circumstances where such validity, binding effect or enforceability is governed by or subject to the laws of any jurisdiction other than the State of New York, whether such circumstances arise by reason of any Collateral being located, or deemed located, in any such other jurisdiction or otherwise.

This opinion is being furnished to you as of the date hereof only, and we assume no obligation to advise you of facts, circumstances, events or developments (including developments in or concerning the Subject Law or any other laws) which may hereafter be brought to our attention and which may alter, affect or modify the opinions expressed therein.

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At the request of our clients, this opinion letter is, pursuant to Section 5.2(c) of the Credit Agreement, provided to you by us in our capacity as special New York counsel to the Obligors solely for your benefit.  This letter is not to be relied upon by any other Person (other than any of your successors, permitted assignees or participants in accordance with the Credit Agreement) for any other purpose.

Very truly yours,

/s/ Wachtell, Lipton, Rosen & Katz

PM:gp

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Schedule I

Financing Statements

The financing statements attached hereto, on form UCC-1, naming the Person listed below as debtor and the Administrative Agent as secured party for the benefit of the Lenders, to be filed in the offices listed opposite the name of such party:

Debtor	Filing Office
PRK Holdings I LLC	Delaware
PRK Holdings II LLC	Delaware
PRK Holdings III LLC	Delaware

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Exhibit D-2

	MAYER BROWN
	Mayer Brown LLP 1909 K Street, N.W. Washington, D.C. 20006-1101 Main Tel (202) 263-3000 Main Fax (202) 263-3300 www.mayerbrown.com
August 26, 2008
The Prudential Insurance Company of America Prudential Real Estate Investors 8 Campus Drive, 4th Floor Arbor Circle South Parsippany, New Jersey 07054
Re: Real Estate Operating Company Opinion

Dear Ladies and Gentlemen:

We acted as special counsel to The Prudential Insurance Company of America in connection with the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) aspects of the formation and operation of PRK Holdings I LLC (“PK I”), PRK Holdings II LLC (“PK II”), and PRK Holdings III LLC (“PK III”) (collectively, the “PK Entities”).  In connection therewith, we rendered an opinion dated October 30, 2006 (the “Initial Opinion”) with respect  to the status of each of the PK Entities as a “real estate operating company” (“REOC”) within the meaning ascribed to that term by U.S. Department of Labor regulation 29 C.F.R. § 2510.3-101 (the “Regulation”).  The Regulation provides that if an entity, such as one of the PK Entities, is a real estate operating company, the assets of the entity will not constitute plan as sets of the employee benefit plans that acquire interests in the entity for the purposes of the ERISA, and the prohibited transaction rules of section 4975 of the Internal Revenue Code of 1986 (the “Code”).¹  You have requested our opinion whether each of the PK Entities, as of December 31, 2007 (the “2007 Testing Date”), qualified as a REOC and currently so qualifies, such that the assets of each of the PK Entities will not be deemed to be “plan assets” within the meaning of the Regulation.  

SUMMARY

Subject to the limitations and qualifications below, it is our opinion that (1) based on the documents that we have reviewed and the representations and assumptions with respect to the facts set out below made to us, each of the PK Entities qualified as a REOC under the Regulation as of the 2007 Testing Date and (2) subsequent to the date hereof, assuming that, and for so long as, each PK Entity continued to operate as described herein, each PK Entity continues to qualify as a REOC under the Regulation as of the date hereof.

FACTS

 In forming our opinion, we have relied upon and assumed the accuracy of certain documents and representations provided by representatives of the PK Entities.  Among other documents and representations, we have examined and relied upon the Limited Liability Company Agreements of the PK Entities, dated as of October 30, 2006, amended as of April 15, 2008 and August 26, 2008; the Limited Liability Company Agreements of PK I Holdco LLC, PK II Holdco LLC, and PK III Holdco LLC, each a wholly owned subsidiary of its respective PK Entity dated as of October 30, 2006; a template Limited Liability Company Agreement for the Limited Liability Company Agreements of PK I Panther Lake LLC, PK II Olympia West Center LLC, and PK III Tacoma Central LLC, which template was also used for other properties held by the PK Entities; the Outline and Timeline of Acquisition Steps dated October 30, 2006 (the “Steps Outline”), and certain other agreements, documents and repr esentations provided by representatives of the PK Entities, each without independent verification.  We have assumed and representatives of the PK Entities have reaffirmed, for purposes of this opinion, the accuracy of the facts, representations and assumptions with respect to the facts set forth in the Initial Opinion and on which the Initial Opinion relied.  Based on the foregoing, we understood and relied upon the following facts:

1     Unless otherwise specified herein, subsequent references to the application of ERISA should be deemed to include references to the prohibited transaction provisions of the Code.

Mayer Brown LLP operates in combination with our associated English limited liability partnership
and Hong Kong partnership (and its associated entities in Asia).

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The PK Entities were formed for the purpose of acquiring, owning and managing certain retail properties owned by Pan Pacific Retail Properties, Inc. (“PNP”), a publicly traded real estate investment trust (“REIT”).  As of July 9, 2006, PNP entered into an agreement to merge with KRC Acquisition, Inc., a subsidiary of Kimco Realty Corporation (“KRC”), a company that specializes in shopping center acquisitions, development, and management, which merger was effected on October 31, 2006.  On August 1, 2006, KRC and The Prudential Insurance Company of America (“Prudential”), an insurance company organized as a New Jersey corporation, entered into a memorandum of understanding (the “MOU”) to form a joint venture to complete the merger with PNP.  The full PNP portfolio was comprised of approximately 138 neighborhood shopping centers located in five states on the West Coast,  which were divided into a “Sell Portfolio” and a “Hold Portfolio.”  

Each of the PK Entities acquired certain of the retail properties comprising the Hold Portfolio, each of which is held in a separate wholly owned subsidiary.  The properties comprising the Sell Portfolio are held in PK Sale LLC (“PK Sale”), and each of the PK Entities holds a pro rata interest in the Sell Portfolio.  More specifically, PK1 holds a 46.2921% interest, PK2 holds a 45.5763% interest, and PK3 holds an 8.1316% interest in the Sell Portfolio within PK Sale.   Many of the Sell Properties have already been sold, and the remainder are expected to be sold to third parties as market conditions permit.  A wholly owned subsidiary of PK Sale holds interests in seven Hold Properties structured as joint ventures with unrelated third parties (the “CTOP Properties”), of which three are beneficially owned by PK I and four are beneficially owned by PK II.²

As of the 2007 Testing Date, the members of PK I were a limited liability company in which Prudential is the sole member, acting on behalf of PRISA, a pooled separate account, and Kimco PK, LLC (“Kimco PK”), a Delaware limited liability company that is an indirect wholly owned subsidiary of KRC.  Similarly, the members of PK II as of the 2007 Testing Date were a limited liability company in which Prudential is the sole member, acting on behalf of PRISA II, also a pooled separate account, and Kimco PK.  The members of PK III were a limited liability company in which Prudential is the sole member, acting on behalf of a single customer separate account maintained on behalf of the Western Conference of Teamsters Pension Trust (“WCOT”), and Kimco PK.  

Each Prudential separate account involved in the transactions described in this opinion holds assets attributable to ERISA plans, either primarily or exclusively.  Thus, we have assumed, for the purpose of this opinion, that the underlying assets of PRISA I, PRISA II, and WCOT are treated as “plan assets” for ERISA purposes.  In the case of each PK Entity, Prudential, on behalf of the applicable separate account, holds an 85% interest in the PK Entity, and KRC holds the remaining 15% interest.  

On October 30, 2006, Prudential and KRC executed the Limited Liability Company Agreements for each of the PK Entities and certain subsidiary limited liability companies, each of which were formed as Delaware limited liability companies.  Prudential and KRC made their initial equity capital contributions to each PK Entity to enable each PK Entity to make its initial long-term investment on the same day (the “REOC Testing Date”).³

On the REOC Testing Date, each PK Entity made its initial long-term investment, which in each case consisted of an acquisition of a retail property from the PNP portfolio.  PK I acquired Panther Lake (“Panther Lake”), a retail shopping center located in Kent, Washington;  PK II acquired Olympia West Center, a retail shopping center located in Mill Creek, Washington (“Olympia West”); and  PK III acquired Tacoma Central, a retail shopping center located in Tacoma, Washington (“Tacoma Central”) (each an “Initial Property” and collectively, the “Initial Properties”).  Each of the Initial Properties is a multi-building retail shopping center with parking facilities and multiple retail tenants with varying lease terms.  Under the lease agreements with the tenants of each of the Initial Properties, the owner is responsible for maintaining common areas and conducting ongoing maintenance activities for the buildings and grounds. ⁴

Over the three-day period commencing on the REOC Testing Date, additional multi-tenant retail properties were transferred from the PNP portfolio to the PK Entities. Each PK Entity holds its Hold Properties (other than its interests in the CTOP Properties) through a wholly-owned limited liability company subsidiary (each a “PK Holding Company”).

2     The beneficial interests in these seven CTOP Properties are represented by separate share classes  in PK Sale that are held by PK I and PK II, respectively.

3     KRCcontributed cash equal to 1% of the cost of the initial long-term investment property for each PK Entity, and Prudential, on behalf of each respective separate account, contributed the remaining 99%.  KRC made additional contributions to each PK Entity on the following day to satisfy its commitment to contribute 15% of the equity capital to each PK Entity.

4     We understand that the lease agreements with tenants of the other Hold Properties also require the owner to perform these maintenance activities.  

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Each PK Holding Company has formed separate wholly-owned limited liability company subsidiaries to hold each real estate asset (each a “Record Owner”) other than those properties held by PK Sale.  Each Record Owner is managed by its sole member, the PK Holding Company, which, in turn, is managed by its sole member, the PK Entity.  Many of the real estate assets were subject to financing existing at the time of acquisition.  However, financing for  such investments may be obtained at the Record Owner level, the PK Entity level, or the PK Holding Company level.  KRC has represented to us that the information it has provided to us regarding the cost of each investment allocable to each PK Entity has been determined according to generally accepted accounting principles (“GAAP”), as applicable to each investment at the time such investment was made, and we have, with KRC’ s permission, relied on this representation.

Each of the PK Entities is managed by an Executive Committee.  In general, except as otherwise provided in the Limited Liability Company Agreement for each PK Entity, the Executive Committee is responsible for making all decisions of the Company and any of its subsidiaries, including the power to approve or disapprove the adoption of an annual capital budget or annual operating budget and any strategic plan for any property held directly or indirectly by the PK Entity and any material variations therefrom. The Executive Committee is also authorized to appoint an individual representative (the “Asset Manager”) as defined in the Property Management Agreement described below, to act as the agent of the Record Owner under any such Agreement, subject to authority and supervision of the Executive Committee.  The Record Owner may replace the Asset Manager at any time upon written notice to the Property Manager.

On the REOC Testing Date, the Record Owner of each Initial Property entered into a property management agreement (a “Property Management Agreement”) with KRC Property Management I, Inc. (the “Property Manager”), an affiliate of KRC. Under the terms of each Property Management Agreement, the Asset Manager is responsible for effecting the overall investment strategy established by the PK Entity for the property.  The Property Manager must annually submit a budget and strategic plan for the property for approval by the Record Owner, and the Asset Manager must approve major variances therefrom (collectively, the “Property Level Major Decisions”). The Property Manager and the Record Owner have also entered into a leasing agency agreement pursuant to which the Property Manager will agree to perform certain services in connection with the negotiation, renewal, extension, or modifications of leases, each of which m ust be on the Record Owner’s approved lease form.  In addition, the Record Owner retains other ongoing supervisory rights, including the right to examine the books and records and to enter the property at any time. The Record Owner’s consents or approvals may be given only by its member (in each case, the respective PK Holding Company) acting through the Asset Manager, and in each case must be authorized in accordance with the Limited Liability Company Agreement for the PK Entity.  Each Property Management Agreement may be terminated for cause and is subject to immediate termination under certain circumstances.  In addition, each Property Management Agreement may be terminated by the Record Owner upon 30 days’ prior written notice without cause.   Each leasing agency agreement will be terminated automatically upon the termination of the related Property Management Agreement.  Because the Limited Liability Company Agreement for each PK Entity provides that the PK E ntity may exercise the rights of any Record Owner, each PK Entity ultimately retains control over the hiring and termination of the Property Manager and the leasing agent.  

As noted above, each PK Entity made its first investment on October 30, 2006.  Consistent with the Regulation requirements, we understand that the Executive Committee of each PK Entity established as its “annual valuation period” as defined in the Regulation, the ninety-day period beginning on the anniversary of its initial investment made on the REOC Testing Date for the purpose of determining whether it satisfies the requirements under the Regulation of a real estate operating company.  Thus, the first annual valuation period commenced on October 30, 2007 and ended on January 28, 2008.  As of December 31, 2007 (the “2007 Testing Date”), more than 50% of each PK Entity’s assets were indirectly invested in wholly-owned multi-tenant retail properties.

ANALYSIS

You have requested our opinion as to whether each of the PK Entities qualified as a REOC, within the meaning ascribed to that term by the Regulation, as of the 2007 Testing Date.

The Regulation provides that, except under certain circumstances set forth therein, the investment by ERISA plans in a partnership, corporation or other entity may result in the assets of that entity being treated as assets of the investing ERISA plans.  If the assets of an entity are deemed to be ERISA plan assets, the management and operation of that entity and its assets will be subject to ERISA’s fiduciary and prohibited transaction requirements.

One exception from treatment of an entity’s assets as ERISA plan assets is provided under the Regulation for an entity that qualifies as an operating company.  The term “operating company” is defined in the Regulation as (i) an entity that is primarily engaged, directly or indirectly, through a majority-owned subsidiary or subsidiaries, in the production or sale of a product or service other than the investment of capital, (ii) a “venture capital operating company,” or (iii) a REOC.

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The Regulation establishes two tests, a “REOC Ownership Test” and a “REOC Management Test,” which an entity must satisfy in order to constitute a REOC.  The REOC Ownership Test must be met on the first day on which the entity makes any investment other than certain short-term investments pending long-term commitment or distribution, and annually thereafter on at least one day during each “annual valuation period.”  As noted above, it requires that at least 50% of the entity’s assets valued at cost (but excluding certain short-term investments pending long-term commitment or distribution) be invested in real estate which is managed or developed and with respect to which the entity has the right to substantially participate directly in the management or development activities.  Regulation § 2510.3-101(e)(1). The REOC Management Test requires a real estate operatin g company to be engaged in the ordinary course of its business directly in real estate management or development activities.  Regulation § 2510.3-101(e)(2).

Initial Valuation Date

For any entity established on or after March 13, 1987, the Regulation defines the entity’s initial valuation date, or REOC Testing Date, as the date of its first investment other than short-term investments ending long-term commitment.  The Regulation preamble makes it clear that the short-term investments that may be disregarded are limited to investments such as commercial paper which are in fact short-term.  In the Initial Opinion, we concluded that each PK Entity should qualify as a REOC on its REOC Testing Date.

Annual  Valuation Period

The Regulation further provides that an entity’s “Annual Valuation Period” is a pre-established annual period, not exceeding 90 days in duration, which begins not later than the anniversary of the Initial Valuation Date.  Regulation section 2510.3-101(d)(5)(ii) and (e).  Each PK Entity has selected the ninety-day period beginning on each anniversary of the Initial Valuation Date for its Annual Valuation Period.  The 2007 Testing Date is within each PK Entity’s most recent Annual Valuation Period.

REOC Ownership Test

Investments in Managed or Developed Real Estate.  The first element of the REOC Ownership Test is that the requisite percentage of a real estate operating company’s assets be “invested in real estate which is managed or developed.”  According to the preamble to the Regulation, the purpose of the operating company exclusion is to distinguish companies that carry on an active trade or business, and which thus would not be likely vehicles for the indirect provision of investment management services, from investment funds which may serve as conduits for the provision of such services.  In the case of a REOC, the preamble states that the approach of the Regulation is to ensure that only those entities which demonstrate a substantial ongoing commitment to managing and developing real estate will qualify for treatment as REOCs.  This is in contrast to entities, for example, which acquire and hold pro perty primarily for appreciation.

The Department of Labor has indicated in Example 7 of the Regulation that real property subject to a long-term lease, under which substantially all management and maintenance activities with respect to the property are the responsibility of the lessee, would not constitute “managed” real estate for purposes of the REOC Ownership Test.  In contrast, Example 8 describes a shopping center, with individual stores leased for relatively short periods to various merchants, as involving sufficiently active participation by the owner to constitute “managed” real estate.  We believe that the multi-tenant retail properties described above that are held by each of the PK Entities more closely resemble the shopping center illustrated in Example 8 than the long-term net-leased property illustrated in Example 7 and that such properties constitute, as of the 2007 Testing Date, “managed” real estate for purposes of the REOC Ownership Test.

As described above, each PK Entity owns its real estate interests through directly or indirectly owned subsidiary holding companies (other than its interests in PK Sale and the CTOP Properties).⁵  Although it is possible to interpret the phrase “invested in real estate” to require a direct ownership interest, in our opinion, a real estate operating company’s investment in real property may be an indirect ownership interest.  We base our opinion on example 9 of the Regulation which describes a real estate operating company that is engaged in the business of making convertible mortgage loans. § 2510.3-101(j)(9).  In this respect, example 9 is identical to example (h)(12) in the 1985 proposed regulation.  Although the definition of a real estate operating company in the Regulation differs in several respects from the definition in the proposed regulation, there is no evidence that the Departmen t of Labor intended to be more restrictive in the Regulation than in the proposed regulation with respect to the nature of a real estate operating company’s interests in real estate.  Further we find no basis for distinguishing the rationale for example 9 from the rationale expressed by the Department of Labor for example (h)(12) in the 1985 proposed regulation:

5       Although we express no opinion on the issue, we have assumed for purposes of this opinion that the PK Entities would not have sufficient management rights with respect to PK Sale or the real property held directly or indirectly by PK Sale to satisfy the REOC Management Test with respect to those properties.   Based on the cost figures provided to us by KRC (see discussion of determination of cost below), we understand that approximately 64.08% of the assets of PK I, 68.63% of the assets of PK II, and 77.88% of the assets of PK III, are invested in multi-tenant retail properties held by Record Owners under arrangements described above (that is, other than properties held in PK Sale or its subsidiaries).

449

With respect to the nature of the interests in real estate acquired by the company, the example in paragraph (h)(12) makes it clear that the entity need not have acquired actual ownership interests in real estate in order to be a real estate operating company, provided its investment gives the company an opportunity to participate in the earnings from the real estate and any appreciation in its value, and provided also that the company obtains and exercises the right to participate in, or influence, the management of the real estate.

50 Fed. Reg. 966 (Jan. 8, 1985).

Similarly, in Advisory Opinion 95-04A (May 3, 1995), the Labor Department opined that a wholly-owned subsidiary of a venture capital operating company could be disregarded so that the venture capital operating company could look through the subsidiary to the venture capital investments of the subsidiary, treating them as if owned by the parent venture capital operating company in determining whether the venture capital operating company satisfied the venture capital operating company ownership test.  Although the advisory opinion considered venture capital operating companies rather than real estate operating companies, it is reasonable to expect that the same analysis would be applied to the REOC Ownership Test.  

For the foregoing reasons, it is our opinion that a real estate operating company’s indirect ownership interest in real estate may be included as an investment in real estate for purposes of determining whether the real estate operating company satisfies the REOC Ownership Test, provided that the other elements of the REOC Ownership Test are met with respect to such real property.

Right to Participate in Management or Development Activities.  The REOC Ownership Test also requires that an entity obtain the right to participate directly in the management or development activities of its real estate investments.  The Regulation indicates that an entity will not fail to qualify as a real estate operating company merely because it uses independent contractors to conduct its day-to-day real estate management activities, provided that the entity retains authority to supervise and terminate the independent contractor.  Example 8 in the Regulation illustrates a real estate operating company which uses independent contractors to negotiate individual leases, maintain common areas and conduct maintenance activities with respect to shopping center properties owned by that entity, subject to the entity’s responsibility to supervise and authority to terminate the independent contractors.  The R egulation notes in this example that:  “The fact that [the entity] does not have its own employees who engage in day-to-day management and development activities is only one factor in determining whether it is actively managing or developing real estate.”  Accordingly, the use of the Property Manager by each Record Owner to perform day-to-day property management activities pursuant to Property Management Agreements under which the PK Entity, through its authority as the sole indirect member and manager of each Record Owner, may terminate the Property Management Agreement, without cause, on 30 days’ prior written notice and retains approval and supervisory rights over significant property management activities, should not cause the PK Entity to fail to have the requisite management rights with respect to those properties.  

In addition, examples in the Regulation make it clear that a real estate operating company need not actually conduct or control day-to-day management activities with respect to its real property investments, provided that it retains the right to substantially participate directly in the management. For instance, in example 9 of the Regulation, discussed above, the entity satisfied the management rights requirement where the terms of convertible mortgage loans gave it substantially greater rights than under conventional mortgage loans to substantially influence or to substantially participate in the management of the property.

Although each PK Entity owns its interests in real properties (other than its interests in PK Sale and the CTOP Properties) indirectly through subsidiary limited liability companies (Record Owners), it has structured its wholly-owned investments so as to enable it to substantially participate directly in the management of those properties. This has been accomplished, in part, by being the sole member of the PK Holding Company which, in turn, is the sole member of each Record Owner.

Determination of Cost.  The REOC Ownership Test is applied based on the relative cost of a real estate operating company’s assets.  The term “cost” is not defined or discussed in the Regulation.  The 1985 proposed regulation that preceded the Regulation would have used a fair market value standard for purposes of the REOC Ownership Test.  In explaining the change to a cost standard in the final Regulation, the preamble to the Regulation states that:

This modification should eliminate the difficulties that were identified by the commentators in valuing assets for which there is no recognized market.  Moreover, the Department has determined that valuing assets at cost is a more appropriate way of applying the percentage test because that method focuses on the degree of a company’s commitment of resources to venture capital activities and because, under that method, a company’s compliance with the percentage test will not be affected by the relative success or failure of [various] investments.

51 Fed. Reg. 41272 (Nov. 13 1986) (discussing venture capital operating companies and incorporated in the discussion of real estate operating companies at p. 41275).

450

In light of the foregoing, and in the absence of any statement to the contrary by the Department of Labor, we believe that the cost of a property allocable to a PK Entity determined in accordance with GAAP principles (which may include leverage incurred by the PK Entity or its subsidiary to acquire property) should be an appropriate basis for determining cost for the purpose of the REOC Ownership Test.

REOC Management Test

In addition to the REOC Ownership Test, a real estate operating company must satisfy the REOC Management Test, which requires that a real estate operating company engage directly in real estate management or development activities in the ordinary course of its business during each valuation year.  In our Initial Opinion, we expressed our understanding that each PK Entity will regularly exercise the rights described above with respect to its Initial Property and the other properties held by each PK Entity (other than through its interest in PK Sale or the properties held thereunder) in the ordinary course of its business.  You have represented to us that each of the PK Entities has at all times exercised, and will continue to regularly exercise, such rights.  Accordingly, based upon the foregoing, it is our opinion that each PK Entity qualified as a real estate operating company as of the 2007 Testing Date.

CONCLUSION

Based upon the foregoing, it is our opinion that, under the law and regulations in effect on the date of this letter as applied to the contemplated business structure, investments and activities of the PK Entities as described herein, each of the PK Entities qualified as a real estate operating company within the meaning of the Regulation as of the 2007 Testing Date.  

In order to continue to constitute a real estate operating company, each PK Entity must satisfy the requirements of the REOC Ownership Test on at least one day during each annual valuation period.  The PK Entity must also continue to satisfy the REOC Management Test during each testing year which ends on the last day of the PK Entity’s annual valuation period.

This opinion is based on the applicable provisions of ERISA, the Code and the regulations thereunder as in effect on the date of this letter.  We call your attention to the fact that the Regulation has not been the subject of significant binding interpretation by the Department of Labor or the courts and that the Regulation, ERISA and the Code are subject to change and to new interpretations, either prospectively or retroactively.  Such changes or new interpretations could render the affected provisions of this opinion inoperative.  Changes in the operation of the PK Entities from those represented to us by you or the documents on which we have relied may also affect our analysis.  We disclaim any undertaking or obligation to advise you or any other recipient of this letter of any changes in the law or facts which may be brought to our attention after the date of this letter.  The Administrative Agent, the Syndicatio n Agents, the Documentation Agents, and the Lenders under the Credit Agreement dated as of August 26, 2008 (the “Credit Agreement”) among PK Sale LLC, PRK Holdings I LLC, PRK Holdings II LLC, PRK Holdings III LLC, Kimco Realty Corporation, JPMorgan Chase Bank, N.A., as administrative agent, the other agents party thereto, and the Lenders party thereto and each of their respective successors and assigns may rely on this opinion for the purpose of the Credit Agreement as if it were addressed to each of them.  Subject to the preceding sentence, this letter is rendered solely to, and for the benefit of, the addressee hereof and may not be relied upon by any other party or for any other purpose without our prior written consent.

Sincerely,

Mayer Brown LLP

By:                                                   

451

Exhibit E

FORM OF

COMPLIANCE CERTIFICATE

[For the Fiscal Quarter ended

[For the Fiscal Year ended

	This Compliance Certificate is furnished pursuant to Section 6.2(a) of the $650,000,000 Credit Agreement dated as of August 26, 2008 (the "Credit Agreement"), among PK Sale LLC, PRK Holdings I LLC, PRK Holdings II LLC, PRK Holdings III LLC, Kimco Realty Corporation,  the Lenders from Time to Time Parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents party thereto.
	Unless otherwise defined herein, the terms used in this Compliance Certificate have the meanings ascribed thereto in the Credit Agreement.
	The undersigned Responsible Officer of Kimco hereby certifies as follows:
	(1) The financial statements referred to in Section 6.1(a) or 6.1(b), as  the case may be, of the Credit Agreement which are delivered concurrently with the delivery of this Compliance Certificate are complete and correct in all material respects and have been prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods except as approved by the accountants performing the audit in connection therewith or the undersigned, as the case may be, and disclosed therein.
	(2) The covenants listed below are calculated with respect to the period of two consecutive fiscal quarters of Kimco ended on the date set forth above.
	(Amounts presented in 000's except ratios)
1.	Total Indebtedness Ratio (Section 8.1(a))
	(a) Total Indebtedness: (without duplication of letter of credit obligations)
	(b) Gross Asset Value
	(i) Total EBITDA
	1. Consolidated  Net Income
	2. Adjustments to Consolidated Net Income:
	add back:
		A. Depreciation and Amortization
		B. Losses on extraordinary items
		C. Losses on operating real estate sales
		D. Losses on early extinguishment of debt
		E. Losses on impairments
		F. Losses on investments in marketable securities
		G. Provisions for income taxes
		H. EBITDA adjustment of Unconsolidated entities
		I. Total interest expense
	add subtract:
		A. Gain on extraordinary items
		B. Gain  on operating real estate sales
		C. Gain on early extinguishment of debt
		D. Gain on impairments
		E. Gains on investments in marketable securities
		F. Benefits for income taxes
	Net Adjustments
	3. (i)       Total EBITDA  (after  giving effect to adjustments)
	(ii)      management fee income included in Total EBITDA
	(iii)     other income included in Total EBITDA not attributable to Properties
	(iv)     sum of (ii) and (iii)
	(v)      15% of Total EBITDA above
	(vi)     amount by which (iv) exceeds (v)
	(vii)    replacement reserve @ $.15 per square foot of gross leasable area
	(viii)   Straight lining adjustment

452

	(ix)     EBITDA  of the Noncontrolled Entities
	(x)      Income from mezzanine and mortgage loan receivables
	(xi)      Dividend and interest income from marketable securities
	(xii)     EBITDA of identified properties
	(xiii)    Total Adjusted EBITDA = (i) - (vi) - (vii) -(viii)- (ix)-(x)-(xi)- (xii)
	(xiv)     2 times the amount in (xiii) is Annualized Total Adjusted EBITDA
	(xv)      (xiv) divided by 0.075
	(xvi)    Unrestricted Cash and Cash Equivalents
	(xvii)    land and development projects at cost
	(xviii)   mezzanine and mortgage loan receivables, at lower of cost or market
	(xix)    [Reserved]
	(xx)     marketable securities valued as reflected on Kimco's consolidated financial statements
	(xxi)    investment and advances in Noncontrolled Entities
	(xxii)   Aggregate purchase price for each Identified Property
	(xxiii)  sum of (xv) plus (xvi) plus (xvii) plus (xviii) plus (xix) plus (xx) plus (xxi) plus (xxii), subject to the limitations below, is tentative "Gross Asset Value"
	Gross Asset Value
	40% of Gross Asset Value
	Sum of (xvii) plus (xviii) (other than mortgage loan receivables, at lower of cost or market) plus (xxi) limited to 40% of Gross Asset Value
	Adjustment so not more than 25% of Gross Asset Value is attributable to assets located outside United States or Entities not organized in and having principal offices in the United States
	Equals Gross Asset Value
	TOTAL INDEBTEDNESS RATIO  (a)/(b)
	Must be less than or equal to: 0.60 (or 0.65 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)
2.	Total Priority Indebtedness Ratio  (Section 8.1(b))
	(a) Total Priority Indebtedness
	(i)       Indebtedness of Kimco and Consolidated Entities secured by their respective assets
	(ii)     Unsecured third party Indebtedness of the Consolidated Entities other than Kimco or any Consolidated Entity (excluding any unsecured debt unconditionally guaranteed by Kimco)
	(iii)     sum of (i) plus (ii) is "Total Priority Indebtedness"
	(b) Gross Asset Value
	TOTAL PRIORITY INDEBTEDNESS RATIO (a)/(b):
	Must be less than or equal to:
3.	Minimum Unsecured Interest Coverage Ratio (Section 8.1(e))
	(a) Unencumbered Property NOI
	(v) Property Gross Revenues
	(w) Property Operating Expenses
	(x) management fee reserve of 3% of Property Gross Revenues
	(y) replacement reserve @ $.15 per square foot, per annum of GLA
	(z) (v) - (w) - (x) - (y) is " Unencumbered Property NOI"
	(b)  Dividends and interest on marketable securities
	(c)  Dividends and interest on marketable securities
	(d)  Income from mezzanine and mortgage loan receivables
	(e)  (a) plus (b) plus (c) plus (d) is tentative Unencumbered Asset NOI

453

	Adjustment so not more than 25% of Unencumbered Asset NOI is attributable to assets located outside United States or Entities not organized in and having principal offices in the United States, management fee revenues earned in respect of properties owned by any Noncontrolled Entity, dividend and interest income from unencumbered mezzanine loan receivables
	(f)  Equals Unencumbered Asset NOI
	(g)  Total Unsecured Interest Expense
	RATIO OF UNENCUMBERED ASSETS NOI TO TOTAL UNSECURED INTEREST EXPENSE
	Must be greater than or equal to: 1.75:1.00
4.	Fixed Charge Coverage Ratio (Section 8.1(f))
	(a) Total Adjusted EBITDA (from prior page)
	(b)  Income from mortgage loan receivables
	(c)  Dividend and interest income from marketable securities
	(d) Distributions for the non-controlled entities for full year
	(e) Distributions for the non-controlled entities for full year @ 50%
	(f) Distributions for the non-controlled entities for six month period
	(g) Distributions for the non-controlled entities for six month period is lesser of (e) or (f)
	(h)  EBITDA attributable to Identified Properties
	(i) Fixed Charge Total Adjusted EBITDA (a) plus (b) plus (c) plus (g) plus (h)
	(j) Total Debt Service
	(i)    Total Interest Expense
	(ii)   aggregate amount of scheduled payments on Indebtedness (excluding optional payments, balloon payments and annual installments)
	(iii)  Preferred stock dividends
	(iv)  Total of (i), (ii) and (iii)
	FIXED CHARGE COVERAGE RATIO: (i)/(j)
	Must be greater than or equal to: 1.50:1.00
	(3) To the best of such Responsible Officer's knowledge, the Borrower and each other Loan Party has, during the period referred to above, observed or performed all of its covenants and other agreements, and satisfied every condition contained in the Credit Agreement and the other  Loan Documents to which it is a party to be observed, performed or satisfied by it, and as of the date hereof such Responsible Officer has obtained no knowledge of any Default or Event of Default except as follows: NONE.
	IN WITNESS WHEREOF, I have hereto set my name.
		Title: Vice President-Treasurer

454

Schedule 1.1 A

Lenders and Commitments as of Immediately after giving effect to the Effective Date

Lender	Commitment		Percentage
lPMorgan Chase Bank, N.A.	$57,000,000		8.769230769%
Wachovia Bank, National Association	$57,000,000		8.769230769%
Regions Bank	$47,000,000		7.230769230%
Royal Bank of Canada	$47,000,000		7.230769230%
The Bank of Nova Scotia	$47,000,000		7.230769230%
U.S. Bank National Association	$47,000,000		7.230769230%
Wells Fargo Bank, National Association	$47,000,000		7.230769230%
Bank of America, N.A.	$40,000,000		6.153846153%
The Royal Bank of Scotland PLC	$40,000,000		6.153846153%
Citicorp North America, Inc.	$35,000,000	I	5.384615384%
Deutsche Bank Trust Company Americas	$35,000,000		5.384615384%
UBS Loan Finance LLC	$35,000,000		5.384615384%
Merrill Lynch Bank USA	$30,000,000		4.615384615%
Mizuho Corporate Bank (USA)	$30,000,000		4.615384615%
The Bank of New York Mellon	$30,000,000		4.615384615%
Chang Hwa Commercial Bank, Ltd., New York Branch	$10,000,000		1.538461538%
CIBC Inc.	$10,000,000		1.538461538%
Mega International Commercial Bank Co., Ltd., New York Branch.	$6,000,000		0.923076923%
Totals:	$650,000,000		100.000000000%

455

Schedule 1.IB

FFO DefInition Variations

1. Gains or losses on early extinguishment of Indebtedness not included in FFO.

2. Losses on the sales of operating properties not included in FFO.

456

Schedule 3.3

Scheduled Properties

attached

457

Schedule 3.3											&nb sp;
Assets held as of June 9, 2008											&nb sp;
Figures in USD 000'$
Book Values as of March 31, 2008											&nb sp;
PKI	Sites	Project Name		GLA     City		State	Hold/Sale Property	3/31/08 Basis	3/31/08 Debt	Maturity
PKI	1440	Bel AirVillage S.C.		89,216 Elk Grove		CA	Hold Property	30,261	11,624	9/10/2011
PKI	1443A	Cable		160,811 Orangevale		CA	Hold Property	26,641	16,700	11/1/2016
PKI	1484	Canyon Ridge Plaza		86.909 Kent		WA	Hold Property	21.620	13,000	11/1/2016
PKI	1501A	Cheyenne Commons		362,758 Las Vegas		NV	Hold Property	61,559	55.000	11/1/2015
PKI	1406	Country Fair Shopping Cenier		168,264 Chino		CA	Hold Property	37,655	28,550	1111/2016
PKI	1408	Del Norte Plaza		231,157 Escondido		CA	Hold Property	67,632	15,289	611/2009
PKI	1517	East Burnside Plaza		38,363 Portland		OR	Hold Property	10.107	6.295	11/1/2016
PKI	1455	Fashion Faire Place		95,255 San Leandro		CA	Hold Property	26,530	17,150	1111/2016
PKI	1413	Fullerton Town Center		270,647 Fullerton		CA	Hold Property	70,248	44,000	11/1/2016
PKI	1414	Gardena Gateway Center		65,987 Gardena		CA	Hold Property	21,430	6,452	9/10/2011
PK I	1456	Glen Cove Center		66,000 VaHejo		CA	Hold Property	17,322	10,500	111112016
PKI	1416	Granary Square		143,333 Valencia		CA	Hold Property	46,986	28,900	11/1/2016
PKI	1518	Gresham Town Fair		264,765 Gresham		OR	Hold Property	43,107	15,710	6/1/2009
PKI	1490	Jefferson Square		146,819 Seattle		WA	Hold Property	31,025	12,265	4/1/2009
PKI	1418	La Verne Towne Center		229.252 La Verne		CA	Hold Property	28.530	18,200	11f112016
PKI	1461	Laguna Park Village		34,015 Elk Grove		CA	Hold Property	12,499	4,591	9/10/2011
PKI	1463	Lakewood Shopping Center		107,769 Windsor		CA	Hold Property	21,450	13,800	11/1/2016
PKI	1464	Lakewood Village		126,187 Windsor		CA	Hold Property	38,877	23.290	11/1/2016
PKI	1469	Northridge Plaza		98,625 Fair Oaks		CA	Hold Property	17 ,506	8,700	11/1/2016
PKI	1491A	Olympia Square		168.209 Olympia		WA	Hold Property	42,030	25.400	11/112016
PKI	1428	Palomar Village SC		139,130 Temecula		CA	Hold Property	37,971	24,600	11/1/2016
PKI	1494	Panther Lake		69,020 Kent		WA	Hold Property	16,545	9,800	11/1/2016
PKI	1429	Pavilions Place		208,660 Westminster		CA	Hold Property	73,241	45,600	1111/2016
PKI	1473	Plaza 580 Shopping Center		104,363 Livermore		CA	Hold Property	38,205	21,040	1111(2016
PKI	1508	Rainbow Promenade		228,279 Las Vegas		NY	Hold Property	62,160	37,900	11i1!2016
PKI	1430	Rancho Las Palmas		165,156 Rancho Mirage		CA	Hold Property	45,735	24,700	1211/2010
PKI	1474	Rheem Valley		163,975 Moraga		CA	Hold Property	39.851	25,750	1111/2016
PKI	1495	Silverdale Plaza		170,406 Silverdale		WA	Hold Property	36,864	24,000	11/1/2016
PKI	1496	Silverdale Shopping Center		67,287 Silverdale		WA	Hold Property	18,225	5,626	111/2012
PKi	1478	Scuthpointe Plaza		188,874 Sacramento		CA	Hold Property	28,010	9,117	6/1/2009
PK I	1531	Sunset Esplanade		260,954 Hillsboro		OR	Hold Property	54,574	36,000	11/1/2016
PK I	1433	Sycamore Plaza		105,085 Anaheim		CA	Hold Property	19,674	11,825	11/1/2016
				4,825,530				1,164,270	651,374
			32	PRK Holdings I, LLC % of Assets				44.49%
PK II	1499	Alamosa Plaza		77 ,650 Las Vegas	NY		Hold Property	28,169	12,791	11/1/2009
PKII	1401	Anaheim Plaza		347,350 Anaheim	CA		Hold Property	92,762	61,750	11/1/2016
PK II	1402	Bixby Hacienda Plaza		135,012 Hacienda Heights	CA		Hold Property	46,796	30.800	11/1/2016
PK II	1403	Brookhurst Center		185,247 Anaheim	CA		Hold Property	43,567	25,500	11/1/2016
PKII	1442	Brookvale Shopping Center		131,239 Fremont	CA		Hold Property	28,042	19,300	11/112016
PKII	1445	Century Center		214,772 Modesto	CA		Hold Property	40.938	27,800	11/112016
PK II	1449	Country Gables Shopping Center		140,184 Granite Bay	CA		Hold Property	33,711	21.500	11/1/2016
PK II	1450	Creekside Center		80,911 Hayward	CA		Hold Property	16,429	10,200	11/112016
PKII	1431	Downey S.C.		114,722 Downey	CA		Hold Property	1,594	—
PK II	1451	Dublin Retail Center		154,728 Dublin	CA		Hold Property	29.434	18,400	11/1/2016
PK II	1409	EI Camino North		366,775 Oceanside	CA		Hold Property	105,080	61,400	11/1/2016
PK II	1486	Frontier Village Shopping Ctr		195,932 lake Stevens	WA		Hold Property	47.430	30,900	11/1/2015
PKII	1468	Gateway ShOPPing Center		113,641 Mill Creek	WA		Hold Property	28,886	18,500	11/1/2016
PKII	1505	Green Valley Town & Country		130,773 Henderson	NY		Hold Property	31,004	19,600	11/1/2016
PKII	1420	Larwin Square Shopping Center		210,743 Tustin	CA		Hold Property	57,223	33,200	11/1/2016
PK II	1422	Marina Village		148,756 Huntington Beach	CA		Hold Property	36,549	21,600	111112016
PKII	1423	Melrose Village Plaza		136,672 Vista	CA		Hold Property	29,167	8,080	8/10/2009
PKIi	1523A	Milwaukie Marketplace		185,859 Milwaukie	OR		Hold Property	28,571	—
PKII	1468	Monterey Plaza		183,180 San Jose	CA		Hold Property	54,588	15,328	8/10/2009
PKI!	1426	Ocaanside Town & Country		88,363 Oceanside	CA		Hold Property	12,193	6,800	11/1/2016

458

PK	1470	Olympia Place		114,733 Walnut Creek	CA	Held Property	73.427	44,200	11/1/2016
PKII	1492	Olyrnpia West Cenier		69,212 Olympia	WA	Hold Property	20,064	14,000	11/1/2016
PKII	1472	Pine Creek Shopping Center		217,525 Grass Valley	CA	Hold Property	52,741	31,100	11/1/2016
PKII	1510A	Sahara Pavilion North		333,236 Las Vegas	NV	Hold Property	92,297	56,250	11/1/2016
PKII	1497A	Sunset Square		376,023 Bellingham	WA	Hold Property	58,937	39,000	11/1/2016
PKII	1434	Tuslin Heights Shopping Center		138,348 Tustin	CA	Hold Property	36,108	9,394	811 0/2009
PKII	1435	Vermont-Slauson Shopping Ctr		169,744 Los Angeles	CA	Hold Property	23,988	—
PKII	1533	Tanasbourne Village		208,644 Hillsboro	OR	Sale Property	65,529	16,510	8/1 0/2009	PPRP	PK II beneficial owner
				4,969.974			1,216,283	653,902
			28	PRK Holdings II, LLC % of Assets			46.48%
PKIII	1441	Blossom Valley Plaza		111,558 Turlock	CA	Hold Property	22,567	13,600	11/1/2016
PKIII	1404	Canyon Square Plaza		96,662 Santa Clarita	CA	Hold Property	23,356	13,800	11/1/2016
PKIII	1500	Caughlin Ranch		113,376 Reno	NV	Hold Property	25,599	16,800	11/1/2016
PKIII	1410	Enclnitas Marketplace		119,738 Encinitas	CA	Hold Property	33,235	16,700	11/1/2016
PKIII	1454	F airmant Shopping Center		104,281 Pacifica	CA	Hold Property	30,145	14,700	11/1/2016
PKIII	1432	San Dimas Marketplace		154,000 San Dimas	CA	Hold Property	43,256	22,500	11/1/2016
PKfII	1532	Sunset Mall		115,635 Portland	OR	Hold Property	25,255	7.145	9/1/2012
PKIII	1498	Tacoma Central		134,839 Tacoma	WA	Hold Property	33,081	17,000	11/1/2016
				950,089			236,494	122,245
									< /TD>
				8 PRK Holdings Ill, LLC % of Assets			9.04%
									< /TD>
				Total Hold Assets			2,617 ,047

PK Sale	1514	Albany Plaza	109.891 Albany	OR	Sale Property	13,529
PK Sale	1439	Angels Camp Town Center	77,967 Angel's Camp	CA	Sale Property	10,488
PK Sale	1516	Canby Square Shopping Center	115,701 Canby	OR	Sale Property	16,978
PK Sale	1502	Decatur Meadows	111,245 Las Vegas	NV	Sale Property	15,741
PK Sale	1503	Eagle Station	114,258 Carson City	NV	Sale Property	15,805
PK Sale	1452	Eastridge Plaza	81,010 Porterville	CA	Sale Property	7,406
PK Sale	1504	Elko Junction Shopping Center	170,812 Elko	NV	Sale Property	18,529
PKSalo	1453	Elverta Crossing	119,998 Antelope	CA	Sale Property	15.394
PK Sale	1412	Foothill Marketplace	308,846 Rancho Cucamonga	CA	Sale Property	54.313
PK Sale	1487	Garrison Square	69,790 Vancouver	WA	Sale Property	8.591
PK Sale	1415	Gordon Ranch Marketplace	128,082 Chino Hills	CA	Sale Property	25.331
PK Sale	1520	Hood River Shopping Center	108.554 Hood River	OR	Sale Property	15.194
PK Sale	1417	Kenneth Hahn	165,195 Los Angeles	CA	Sale Property	14.813	6,000	1111/2015
PK Sale	1462	Laguna Village	120,893 Sacramento	CA	Sale Property	33.081
PK Sale	1419	Lakewood Plaza	113,511 Bellflower	CA	Sale Property	11,850
PK Sale	1521	Medford Center	335,043 Medford	OR	Sale Property	52,830
PKSale	1466	Mineral King	46,460 Visalia	CA	Sale Property	7.686			CTOP
PK Sale	1467	Mission Ridge Plaza	96,393 Manteca	CA	Sale Property	19.750
PK Sale	1540	North Coast Health Center	126,889 Encinitas	CA	Sale Property	5,700
PK Sale	1507	North Reno	139,484 Reno	NV	Sale Property	10,950	5,090	7/112012
PK Sale	1525	Oregon Trait Center	208.276 Gresham	OR	Sale Property	34,024
PK Sate	1471	Park Place	150,766 Vallejo	CA	Sale Property	28,338
PK Sale	1526	Pioneer Plaza	96,027 Springfield	OR	Sale Property	14,143
PK Sale	1527	Powell Valley Junction	107,583 Gresham	OR	Sale Property	10,369
PK Sale	1509	Renaissance West	169,160 Las Ve9as	NV	Sale Property	45,966	28,797	1/10/2015
PK Sale	1528	Rockwood Plaza	92,872 Gresham	OR	Sala Property	9,381
PK Sale	1511A	Satlara Pavilion South	160,842 Las Vegas	NV	Sale Property	32,927
PK Sale	1534	Troutdale Market	98,137 Troutdale	OR	Sale Property	7,406
PK Sale	1479	Ukiah Crossroads	110,565 Ukiah	CA	Sate Property	16,290
PK Sale	1480	Victorian Walk	102,581 Fresno	CA	Sala Property	9,875
PK Sale	1512	West Town	65,424 Winnemucca	NV	Sale Property	5,579

459

PK Sale	1481	Yreka Junction	127,148 Yreka	CA	Sale Property	14,808
PK Sale	1405	China Town Square	341,577 Chino	CA	Sale Property	80,535	24,923	1/1/2010	CTOP	PK I beneficial owner
PK Sale	1421	Lorna Square	210,621 San Diego	CA	Salo Property	65.189	17,346	6/1/2009	CTOP	PK I beneficial owner
PK Sale	1425	North County Plaza	160,928 Ca~sbad	CA	Sale Property	42,317	30,000	1/1/2016	CTOP	PK I benefICial owner
PK Sale	1411	Fire Mountain	90,178 Oceanside	CA	Sale Property	35,679	11,712	1/1/2012	CTOP	PK II beneftdal owner
PK Sale	1424	Mountain Square	271,867 Upland	CA	Sale Property	59,722	23,927	1/1/2012	CTOP	PK II beneficial owner
PK Sate	1539	North Mountain Village	94,379 Phoenix	AZ.	Sale Property	15.412	7.173	8/1/2011	CTOP	PK II beneficial owner
PK Sale	1438	Vineyards Marketplace	56,019 Rancho Cucamonga	CA	Sale Property	17,707	5.029	11/10/2009	CTOP	PK II beneficial owner
		TOTAL	5,374,972			919,625	159,997
		Number of Properties	39

460

Schedule 3.11

Condemnation and Eminent Domain Proceedings

Site 1451 -- Dublin Retail Center, Dublin, CA

461

Schedule 4.1

Certain Financial Disclosure

NONE

462

Schedule 12.9

FTG Percentages

FTG GUARANTOR	FTG PERCENTAGE
PRK Holdings I LLC	46.2921 %
PRK Holding II LLC	45.5763%
PRK Holdings III LLC	8.1316%

463

EX-10.18

EXECUTION VERSION

Exhibit 10.18

CREDIT AGREEMENT,

dated as of March 3, 2008

among

KRC MEXICO ACQUISITION, LLC,

KIMCO REALTY CORPORATION,

and

SCOTIABANK INVERLAT, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO SCOTIABANK INVERLAT.

464

ARTICLE I

DEFINITIONS

469

SECTION 1.1

Defined Terms

469

SECTION 1.2

 Interpretation

485

ARTICLE II

THE LOAN

486

SECTION 2.1

 The Loan

486

SECTION 2.2

 Fees

486

SECTION 2.3

Interest Rates and Payment Dates

487

SECTION 2.4

Optional Prepayments

487

SECTION 2.5

Application of Funds

488

ARTICLE III

REPRESENTATIONS AND WARRANTIES

488

SECTION 3.1

Financial Condition

488

SECTION 3.2

No Change

489

SECTION 3.3

Corporate Existence; Compliance with Law

489

SECTION 3.4

Corporate Power; Authorization; Enforceable Obligations

489

SECTION 3.5

No Legal Bar

490

SECTION 3.6

No Material Litigation

490

SECTION 3.7

Corporate or Similar Action

490

SECTION 3.8

No Default

490

SECTION 3.9

Ownership of Property

490

SECTION 3.10

Intellectual Property

490

SECTION 3.11

No Burdensome Restrictions; Disclosure

490

SECTION 3.12

Taxes

491

SECTION 3.13

Regulation U

491

SECTION 3.14

ERISA

491

SECTION 3.15

Investment Company Act; Other Regulations

492

SECTION 3.16

Purpose

492

SECTION 3.17

Environmental Matters

492

SECTION 3.18

Insurance

493

SECTION 3.19

Condition of Properties

493

SECTION 3.20

Benefit of Loans

493

SECTION 3.21

REIT Status

493

SECTION 3.22

Solvency

493

ARTICLE IV

CONDITIONS

494

465

SECTION 4.1

Conditions to Funding of Loan

494

ARTICLE V

AFFIRMATIVE COVENANTS

496

SECTION 5.1

Financial Statements

496

SECTION 5.2

Certificates; Other Information

497

SECTION 5.3

Payment of Obligations

497

SECTION 5.4

 Maintenance of Existence, etc

497

SECTION 5.5

Maintenance of Property; Insurance

497

SECTION 5.6

Inspection of Property; Books and Records Discussions

497

SECTION 5.7

Notices

497

SECTION 5.8

Environmental Laws

499

ARTICLE VI

NEGATIVE COVENANTS

500

SECTION 6.1

Financial Covenants

500

SECTION 6.2

Limitation on Certain Fundamental Changes

500

SECTION 6.3

Limitation on Changes in Fiscal Year

501

SECTION 6.4

Limitation on Lines of Business; Issuance of Commercial Paper;
Creation of Subsidiaries; Negative Pledge

501

ARTICLE VII

EVENTS OF DEFAULT

502

SECTION 7.1

Default; Events of Default

502

ARTICLE VIII

ILLEGALITY; INCREASED COSTS

505

SECTION 8.1

Illegality

505

SECTION 8.2

Requirements of Law

505

SECTION 8.3

Funding Losses

507

ARTICLE IX

GUARANTEE BY KIMCO

508

SECTION 9.1

Guarantee

508

SECTION 9.2

Guaranteed Obligations Not Waived

508

SECTION 9.3

Guarantee of Payment

509

SECTION 9.4

No Discharge or Diminishment of Guarantee

509

SECTION 9.5

Defenses Waived; Maturity of Guaranteed Obligations

509

SECTION 9.6

Agreement to Pay; Subordination

510

SECTION 9.7

Reinstatement

510

SECTION 9.8

Information

511

ARTICLE X

MISCELLANEOUS

511

SECTION 10.1

Amendments and Waivers

511

466

SECTION 10.2

Payment of Expenses

511

SECTION 10.3

Taxes

512

SECTION 10.4

Notices

513

SECTION 10.5

No Waiver; Cumulative Remedies

514

SECTION 10.6

Survival of Representations and Warranties

515

SECTION 10.7

Successors and Assigns

515

SECTION 10.8

Disclosure

515

SECTION 10.9

Adjustments; Set-off

515

SECTION 10.10

Counterparts

515

SECTION 10.11

Severability

516

SECTION 10.12

Integration

516

SECTION 10.13

Annual Review

516

SECTION 10.14

Confidentiality

516

SECTION 10.15

Interest Savings Clause

517

SECTION 10.16

Governing Law

517

SECTION 10.17

Submission to Jurisdiction; Waivers

517

SECTION 10.18

WAIVERS OF JURY TRIAL

518

SECTION 10.19

Acknowledgments

518

SECTION 10.20

Subsidiary Guarantors

518

SECTION 10.21

Dun and Bradstreet Reports

519

467

EXHIBITS

Exhibit A

Form of Borrowing Request

Exhibit B

Form of Note

Exhibit C

Form of Subsidiary Guarantee

Exhibit D

Form of Compliance Certificate

Exhibit E-1

Form of Borrower Closing Certificate

Exhibit E-2

Form of Kimco Closing Certificate

Exhibit E-3

Form of Subsidiary Guarantor Closing Certificate

SCHEDULES

Schedule 1

Initial Subsidiary Guarantors

Schedule 2.2

Pricing Schedule

Schedule 3.1

Certain Financial Disclosure

Schedule 6.2

Specified Transactions

468

THIS CREDIT AGREEMENT dated as of the 3^rd day of March, 2008 (the “Effective Date”), among KRC Mexico Acquisition, LLC, a limited liability company organized and existing under the laws of the State of Delaware, as borrower (the “Borrower”), Kimco Realty Corporation, a corporation organized and existing under the laws of the State of Maryland, as guarantor (“Kimco”) and Scotiabank Inverlat, Sociedad Anónima, Institución de Banca Múltiple, Grupo Financiero Scotiabank Inverlat as lender (the “Bank”).

WHEREAS:

(A)

The Borrower has requested to borrow MXP$1,000,000,000 from the Bank upon and subject to the terms and conditions of this Agreement;

(B)

The Bank has agreed to make available the Loan to the Borrower in consideration of the representations, warranties, covenants and other undertakings hereinafter contained, including the guarantee of Kimco which has been negotiated as a credit enhancement for the Borrower; and

(C)

Kimco owns, directly or indirectly, all of the issued and outstanding Capital Stock of the Borrower and will derive substantial direct and indirect benefit from the making of and/or the availability of the Loan to the Borrower;

NOW IT IS HEREBY AGREED as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1

Defined Terms.

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

“Acceptable Jurisdiction” means a jurisdiction (other than the United States) acceptable to the Bank in its sole discretion, including, if requested by the Bank 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.

“Additional Amounts" has the meaning set forth in Section 10.3(b).

“Adjusted Net Income” means 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.

“Affiliate” means 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.

469

“Agreement” means this Credit Agreement.

“Alternate Currency” means Peso, EURO, Sterling or Yen and any other currency (other than Dollars) that is freely tradable and exchangeable into Dollars in the London market.

 “Applicable Margin” means the "Applicable Margin" (expressed as a specified number of basis points), indicated on, and determined in accordance with, the Pricing Schedule based on Kimco’s senior unsecured debt ratings from S&P and Moody’s.

“Bank” has the meaning defined in the heading herein.

“Baseline Conditions” means as to any Wholly Owned Subsidiary, in connection with the incurrence by such Subsidiary of any obligations in respect of this Agreement or the Subsidiary Guarantee, that such Subsidiary (a) at the time of determination can truthfully make each of the Baseline Representations and Warranties as to itself 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, and (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 exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the South District of New Yor k, and appellate courts from any thereof.

“Baseline Representations and Warranties” means the representations and warranties set forth in Sections 3.3, 3.4, 3.5, 3.7, 3.14, 3.15 and 3.22 hereof.

“Base Rate” means 7.88 % per annum.

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

“Borrower” has the meaning set forth in the introductory paragraph hereof.

“Borrower Account” has the meaning set forth in Section 4.1(j).

"Borrowing Request" has the meaning set forth in Section 2.1(b).

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in Mexico City, Mexico are authorized or required by law to close.

“Calculated Amount” has the meaning set forth in Section 8.3 hereof.

“Capital Stock” means 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.

“Capital Transaction” has the meaning set forth in Section 6.2(a).

470

“Cash Equivalents” means (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 under the Existing JP Morgan Credit Agreement (including the Bank) 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 USD$500,000,000 (or the equivale nt thereof in any other currency), (c) repurchase obligations with a term of not more than seven (7) 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 ninety (90) days after the date of acquisition and (e) investments in money market funds that have assets in excess of USD$2,000,000,000 (or the equivalent thereof in any other 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 acquisit ion.

"Central Bank" means the Banco de México.

“Change in Control” means (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 thirty-five percent (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; or (c) any direct or indirect transaction of any nature by which Kimco ceases to directly or indirectly own a majority shareholding of, or fails to exercise effective Control over, the Borrower.

“Closing Date” means the date the Loan is funded by the Bank which may not be later than the Commitment Termination Date.

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

"Commitment" means the obligation of the Bank to make a loan to the Borrower in a principal amount up to but not to exceed the Commitment Amount.

“Commitment Amount” means MXP$1,000,000,000.00.

"Commitment Termination Date" means the earlier to occur of (i) three (3) Business Days following the Effective Date and (ii) the termination of the Bank’s Commitment in accordance with Section 7.1.

471

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

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

"Consolidated Net Income" means, 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” means, 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” means 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" has the meaning set forth in the definition of "Cash Equivalents."

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

“Default Rate” means the Base Rate plus the Applicable Margin plus two percent (2%) per annum.

“Designated Amount” has the meaning set forth in Section 8.3 hereof.

"Dollar" and the symbol "USD$" means the lawful currency of the United States.

"Dollar Equivalent” means, 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 Bank using the Exchange Rate with respect to such Alternate Currency in effect on such date (and such determination shall be conclusive and binding on the parties hereto in the absence of manifest error).

“EBITDA” means 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" has the meaning set forth in the introductory paragraph hereto.

472

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

“Environmental Laws” means 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 is applicable to Kimco or any Subsidiary of Kimco, or any of their respective assets or properties.

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

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

“Exchange Rate” means, 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 Bank 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 Bank and its Affiliates 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 on suc h day; provided that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Bank, 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.

"Excluded Taxes" means any tax imposed on or measured by the overall net income, net profits or capital (or any franchise or similar tax imposed in lieu thereof) of the Bank pursuant to the laws of the jurisdiction (or any political subdivision thereof) in which it is organized or the jurisdiction (or any political subdivision thereof) in which the lending office of the Bank is located and any taxes to the extent such taxes are imposed as a direct result of a present, former or future connection between the Bank and the jurisdiction imposing such taxes (or any political subdivision or taxing authority thereof or therein) other than a connection arising solely from the execution, delivery, performance of its obligations, receipt of a payment or enforcement of a right under this Agreement, any related document or the Note.

“Existing JP Morgan Credit Agreement” means the Credit Agreement, dated as of October 25, 2007, among Kimco and certain of its Subsidiaries parties thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent for the lenders thereunder as such Credit Agreement has or shall be amended.

473

“Existing Scotiabank Credit Agreement” means the Credit Agreement, dated as of May 9, 2005, among KRC Mexico Acquisition Corporation and KRC Mexico Corporation S. de R.L. de C.V., as borrowers, and the Bank, as lender.

“Front End Fee” has the meaning set forth in Section 2.2(a) hereof.

“GAAP” means the generally accepted accounting principles in the United States.

“Governmental Authority” means any government, state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including the Central Bank.

“Gross Asset Value” means 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 seven and one half percent (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 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 consoli dated 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, forty percent (40%) of Gross Asset Value, plus (e) one hundred percent (100%) of the bona fide purchase price of Identified Properties as of such date, and provided further, that not more than twenty-five percent (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” means 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 cap ital 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

474

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 such Person in good faith.

“Guarantor” means, at any particular time, Kimco and each Subsidiary Guarantor that is a party to the 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 Properties” means as of any time, Properties acquired during the most recent Test Period.

“Indebtedness” means, of any specified Person, at any date, (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 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 any 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) 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 ass umed 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.

“indemnified liabilities” has the meaning set forth in Section 10.2(d).

"Information" has the meaning set forth in Section 10.14.

"Initial Subsidiary Guarantor" means each Person specified in Schedule 1.

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

“Insolvent” means pertaining to a condition of Insolvency.

“Intellectual Property” has the meaning ascribed to it in Section 3.10.

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"Interest Payment Date" shall mean (i) April 1, 2008 and the first day of each calendar month thereafter (or the next succeeding Business Day if such day is not a Business Day) and (ii) the Maturity Date.

"Investments" has the meaning set forth in Section 6.2(b).

“Kimco” has the meaning set forth in the introductory paragraph hereof.

“Lien” means 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” means the aggregate of the principal amount advanced to the Borrower hereunder, as shall from time to time be outstanding and unpaid, plus the accrued and unpaid interest payable from time to time on such principal amount.

“Loan Documents” means this Agreement, the Note, the Subsidiary Guarantee and any instrument or agreement waiving, amending, or supplementing any Loan Document, in each case approved by the Borrower, Kimco and the Bank (or in the case of the Subsidiary Guarantee by the Subsidiary Guarantors and the Bank).

“Losses” has the meaning set forth in Section 10.2(d).

“Major Acquisitions” means, 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 USD$500,000,000 (or the equivalent thereof in any other currency) in the aggregate for all such acquisitions during such period.

“Material Adverse Effect” means 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 any Obligor to perform its obligations under the Loan Documents or (c) the validity or enforceability of this Agreement or any other Loan Document or the rights or remedies of the Bank hereunder or thereunder.

“Materials of Environmental Concern” means 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.

476

“Maturity Date” means the date that is the fifth (5^th) anniversary of the Closing Date (or the next preceding Business Day if such day is not a Business Day).

“Mexico” means the United Mexican States.

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

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

 “Noncontrolled Entity” means 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, Kimco Income Operating Partnership, L.P., 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.

“Noncontrolled Entity Operating Cash Flow” has the meaning set forth in Section 6.1(d).

“Non-Recourse Indebtedness” means 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).

"Note" has the meaning set forth in Section 2.1(d).

"Obligated Property Owner" has the meaning set forth in the definition of "Unencumbered Property."

“Obligations” means with respect to the Borrower, all obligations, liabilities and Indebtedness of every nature of the Borrower from time to time owing to the Bank 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.

“Obligors” means the Borrower, Kimco (in its capacity as guarantor as set forth in Article IX hereof) and each Subsidiary Guarantor (in its capacity as guarantor as set forth in the Subsidiary Guarantee).

477

“Other Taxes” means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement and/or the Note; provided, however, in no event, shall the definition of Other Taxes be deemed to include any Excluded Taxes.

“Ownership Percentage” means (a) in respect of a Wholly Owned Subsidiary, one hundred percent (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.

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

“Permitted Encumbrances” means (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 the Borrower, 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 thirty (30) days, except where (i) the validity or amount thereof is being contested in good faith by appropriate proceedings, (ii) the Person resp onsible for the charges so secured is the Borrower, 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 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 the Borrower, 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” means 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.

“Pesos” and the symbol “MXP$” shall mean the lawful currency of Mexico.

“Pricing Schedule” means the “Schedule 2.2” annexed hereto.

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“Plan” means at a particular time, any employee benefit plan which is covered by ERISA and in respect of which the Borrower, 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 or with respect to which the Borrower, Kimco or a Commonly Controlled Entity may have any liability.  

“Property” means real property owned by Kimco or any of its Subsidiaries or in which Kimco or any of its Subsidiaries has a leasehold interest.

“Property Gross Revenues” means, 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” means 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 means, 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 I nvestment 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) 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.

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"Property Owner" has the meaning set forth in the definition of "Unencumbered Property."

“Qualified Jurisdiction” means 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.

“Recourse Indebtedness” means 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 potenti al recourse carve-outs, such claim shall constitute Recourse Indebtedness for the purposes of this Agreement).

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

“Replacement Swap” has the meaning set forth in Section 8.3 hereof.

“Replacement Swap Interest Period” has the meaning set forth in Section 8.3 hereof.

“Reportable Event” means any of the events set forth in Section 4043(b) of ERISA or the regulations thereunder, other than those events as to which the thirty (30) day notice period is waived under Sections .13, .14, .16, .18, .19 or .20 of PBGC Reg. § 2615.

“Requirement of Law” means as to any Person, any law, treaty, rule, guideline or regulation or decision, determination or directive 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” means with respect to any Person, the chief executive officer and the president of such Person or the equivalent thereof or, with respect to financial matters, the chief financial officer or the treasurer of such Person or the equivalent thereof.

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

“Section 8.2(a) Additional Amount” has the meaning set forth in Section 8.2(a).

“Section 8.2(b) Additional Amount” has the meaning set forth in Section 8.2(b).

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

“Solvent” means 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 United States 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.

“Specified Date” has the meaning set forth in Section 8.3 hereof.

“Subsidiary” means 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 Guarantee” means the subsidiary guarantee executed and delivered by each Subsidiary Guarantor pursuant to the terms of this Agreement, substantially in the form of Exhibit C hereto.

“Subsidiary Guarantor” has the meaning set forth in Section 10.20(a).

“Swap Agreement” means 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, for purposes of Section 6.4(c) hereof, 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.

“Taxes” means all income, duties, contributions, levies, imposts, charges, assessments, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all interest, penalties or similar liabilities with respect thereto including Other Taxes.

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

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“TIIE Rate” means, on any date of determination, the Equilibrium Interbank Interest Rate (Tasa de Interés Interbancaria de Equilibrio) for a period of twenty-eight (28) days as published by the Central Bank in the Diario Oficial de la Federación on such date, or of most recent publication, prior to the such date, or if such date is not a Business Day, on the next preceding Business Day on which there was such a quote.

“Total Adjusted EBITDA” means, for any Test Period, Total EBITDA for such period minus (without duplication) (i) replacement reserves of USD$0.15 (or the equivalent thereof in any other currency) 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 t he aggregate, exceed fifteen percent (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” means, 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” means 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” means 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.

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“Total Unsecured Interest Expense” means 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).

“Transferee” has the meaning set forth in Section 10.8.

“Unconsolidated Entity” means, 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” means 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” means for any period, Unencumbered Property NOI, plus (a) seventy-five percent (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 twenty-five percent (25%) of Unencumbered Assets NOI for the a pplicable period.

“Unencumbered Property” means (a) any Property 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 Property is unencumbered (including freedom from restrictions, whether on the Property or the entity

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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 Properties), and (b) any other unencumbered Property 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 p rimary, 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" means, 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 three percent (3%) of revenues and (y) replacement reserves of USD$0.15 (or the equivalent thereof in any other currency) 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)

“Unrestricted Cash and Cash Equivalents” means, 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.

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“Unsecured Debt” means all Indebtedness, which is not secured by a Lien on any income, Capital Stock, property or asset.

“VAT” has the meaning set forth in Section 10.3(a).

“Wholly Owned Subsidiary” means 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.

SECTION 1.2

Interpretation.

(a)

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

(b)

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.

(c)

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

(d)

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

(e)

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

(f)

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

(g)

Unless otherwise specified herein or 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 or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and permitted 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.

(h)

Unless otherwise specified, all accounting terms used in each Loan Document shall be interpreted, and all accounting determinations and computations hereunder and thereunder shall be made, in accordance with GAAP.  Unless otherwise expressly provided, all financial covenants and defined financial terms shall be computed on a consolidated basis for Kimco and its Subsidiaries, in each case without duplication.

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ARTICLE II

THE LOAN

SECTION 2.1

The Loan.

(a)

Subject to the terms and conditions of this Agreement, including satisfaction of the conditions precedent set forth in Article IV, the Bank agrees to make the Loan in Pesos to the Borrower on the Closing Date in the amount of the  Commitment Amount.

(b)

The Borrower shall deliver to the Bank a notice requesting the borrowing of the Loan hereunder in the amount of the Commitment Amount, substantially in the form of Exhibit A hereto (the "Borrowing Request"), which shall be effective if received by the Bank no later than 10:00 a.m. Mexico City time on the date that is one (1) Business Day prior to the requested Closing Date.

(c)

Any amount borrowed hereunder which is repaid or prepaid may not be re-borrowed.

(d)

Note.  The Loan shall be evidenced by a promissory note substantially in the form of Exhibit B hereto (the “Note”), executed by the Borrower and delivered to the Bank on or before the Closing Date.

(e)

Repayment of the Loan.  The Borrower shall repay the unpaid principal amount of the Loan in full on the Maturity Date.  Prior to the Maturity Date, prepayments of the Loan, in whole or in part, shall or may only be made as set forth in Section 2.4 hereof.

(f)

Purpose.  The proceeds of the Loan shall be used by the Borrower on the Closing Date to repay in full all amounts due to the Bank under and relating to the Existing Scotiabank Credit Agreement and to pay any amounts due to the Bank under Sections 2.2. and 10.3 hereof (plus any Taxes due in respect thereof in accordance with Section 10.3(a)).  The remaining proceeds of the Loan shall be used by the Borrower (i) for general corporate purposes of the Borrower and (ii) for financing of acquisitions and other investments and transactions by the Borrower and its Subsidiaries and Affiliates in Mexico including, without limitation, for the funding of development costs and other investment opportunities as they arise.

SECTION 2.2

Fees.  

(a)

Front End Fee.  The Borrower shall pay to the Bank a fee of MXP$5,500,000 (the “Front End Fee”), MXP$1,500,000 of which (plus any Taxes due in respect thereof in accordance with Section 10.3(a)) shall be paid on or prior to the Effective Date and MXP$4,000,000 of which (plus any Taxes due in respect thereof in accordance with Section 10.3(a)) shall be paid on the Closing Date as set forth in Section 2.1(f).

(b)

Payment of Fees.  The Borrower shall pay no later than the due date in respect of any fees set forth in this Section 2.2 any additional amounts payable to the Bank pursuant to Section 10.3 hereof in respect of such fees.

486

SECTION 2.3

Interest Rates and Payment Dates.

(a)

Calculation of Interest.  Subject to the terms of Sections 2.3(d) and 8.2, the principal amount outstanding in respect of the Loan shall bear interest (commencing on the Closing Date) at a rate per annum equal to the sum of (i) the Base Rate plus (ii) the Applicable Margin.

(b)

Interest Payments.  Interest accrued on principal of the Loan shall be payable in arrears, without duplication:

(i)

on each Interest Payment Date;

(ii)

upon any prepayment of the Loan pursuant to Section 2.4, Section 8.1 or Section 8.2 hereof, on the date of such prepayment;

(iii)

upon acceleration of the Loan pursuant to Article VII hereof, immediately upon such acceleration; and

(iv)

upon demand from time to time in the case of interest accruing pursuant to subsection (d) of this Section 2.3.

(c)

Computation of Interest.  Interest shall be calculated on the basis of a 360 day year for the actual days elapsed.  Any change in the interest rate pursuant to Section 2.3(d) shall become effective in accordance with Section 2.3(d) and any change in the interest rate pursuant to Section 8.2 shall become effective as of the opening of business on the first Interest Payment Date occurring after the parties have agreed on an increase in the interest rate in accordance with Section 8.2.  Any change in the Applicable Margin pursuant to a change in Kimco's senior unsecured debt ratings by S&P and Moody's as calculated in accordance with the Pricing Schedule shall become effective as of the opening of business on the first succeeding Interest Payment Date following such change in debt rating.  Each determination of an interest rate by the Bank pursuant to any p rovision of this Agreement shall be conclusive and binding on the Obligors in the absence of manifest error.

(d)

Default Interest.  If all or a portion of (i) the principal outstanding on the Loan, (ii) any interest payable thereon or (iii) any fee or other amount payable hereunder or under any other Loan Document shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at the Default Rate, in each case from the date of such non-payment to the date on which such amount is paid in full (both before and after judgment).

SECTION 2.4

Optional Prepayments.  The Borrower may from time to time, on any Interest Payment Date, prepay the Loan, in whole or in part, without premium or penalty, subject to the reimbursement of any amounts due to the Bank in respect of such prepayment under Section 8.3, upon delivery to the Bank of written notice at least two (2) Business Days prior to such Interest Payment Date.  Such notice shall specify the date and amount of the prepayment and shall be irrevocable.  If any such notice is given, the amount specified in such notice shall be due and payable on the Interest Payment Date specified therein, together with any amounts

487

payable pursuant to Section 8.3.  Partial prepayments shall be in an aggregate principal amount of no less than MXP$50,000,000 and in whole multiples of MXP$10,000,000 in excess thereof (or, if less, the aggregate outstanding principal amount of the Loan).

SECTION 2.5

Application of Funds.  Payments received by the Bank under the Loan Documents shall be applied, unless the Bank otherwise agrees, as follows:

(i)

first, to the payment of VAT on any fees, losses, costs or expenses due and payable by the Borrower under the Loan Documents, including those arising pursuant Section 8.3;

(ii)

second, to the payment of any fees, losses, costs or expenses due and payable by the Borrower under the Loan Documents, including those arising pursuant Section 8.3;

(iii)

third, to the payment of any interest payable pursuant to Section 2.3(d);

(iv)

fourth, to the payment of any other interest then due;

(v)

fifth, to the payment of any accrued interest not then due;

(vi)

sixth, to the payment of overdue principal; and

(vii)

seventh, to the payment of other principal.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

To induce the Bank to enter into this Agreement and make available the Loan, each of the Borrower (with respect to itself and its Properties) and Kimco (with respect to itself, its Properties, its Subsidiaries and their respective Properties) hereby represents and warrants to the Bank as follows, as of each of the Effective Date and the Closing Date:

SECTION 3.1

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 Bank, 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 September 30, 2007 and the related unaudited consolidated statements of income and of cash flows for the nine-month period ended on such date, certified by a Responsible Officer of Kimco, copies of which have heretofore been furnished to the Bank, ar e 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 nine-month

488

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 3.1, neither Kimco nor any of the Consolidated Entities has, as of the Closing 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 3.1, during the period from December 31, 2006 to and including the Closing 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 p urchase 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 3.2

No Change.  Since September 30, 2007, 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 3.3

Corporate Existence; Compliance with Law.  Each Obligor (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, and (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, except to the extent that the failure to be so qualified and in good standing could not, in the aggregate, reasonably be expected t o have a Material Adverse Effect.  Each of Kimco and its Subsidiaries 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.

SECTION 3.4

Corporate Power; Authorization; Enforceable Obligations.  Each Obligor 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 the Borrower, to borrow hereunder, and each applicable Obligor 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 the Borrower, the Loan 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 Loan hereunder or with the execution, delivery, performance, validity or enfor ceability of any Loan Document.  Each Loan Document has been duly executed and delivered on behalf of each applicable Obligor party thereto.  Each Loan Document constitutes a legal, valid and binding obligation of each applicable Obligor party thereto enforceable against each such Obligor 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).

489

SECTION 3.5

No Legal Bar.  The execution, delivery and performance by each Obligor of the Loan Documents to which each such Obligor is a party and the consummation of the transactions contemplated thereby will not violate any Requirement of Law applicable to, or any Contractual Obligation of, any Obligor and will not result in, or require, the creation or imposition of any Lien on any of the properties or revenues of any Obligor.

SECTION 3.6

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

SECTION 3.7

Corporate or Similar Action.  No Obligor has taken any corporate (or limited partnership or limited liability company or other form of organization) action nor have any other steps been taken or legal proceedings been started or (to the knowledge of either Kimco or the Borrower) threatened against any such Person for its winding-up, dissolution, administration or re-organization or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer for any or all of its respective assets or revenues.

SECTION 3.8

No Default.  Neither Kimco nor any of its Subsidiaries is in default under or with regard 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 3.9

Ownership of Property.  Each of the Borrower, Kimco and each Subsidiary of Kimco 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 3.10

Intellectual Property.  To the extent applicable, each of the Borrower, Kimco and the Subsidiaries of Kimco owns, or is licensed to use, all trademarks, trade names, 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 the Borrower, Kimco or any of Kimco's Subsidiaries know of any valid basis for any such claim.  The use of such Intellectual Property by the Borrower, Kimco or any Subsidiaries of Kimco, as applicable, does not infringe on the rights of any Person, except for such claims and infring ements that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

SECTION 3.11

No Burdensome Restrictions; Disclosure.  No Requirement of Law applicable to the Borrower, Kimco or any Subsidiaries of Kimco, or Contractual Obligation to

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which the Borrower, Kimco or any of Kimco's Subsidiaries is bound, could reasonably be expected to have a Material Adverse Effect.  No report, financial statement, certificate or other information furnished by or on behalf of any Obligor to the Bank in connection with the negotiation of the Loan Documents or delivered hereunder or thereunder (as modified or supplemented by other information so furnished) (a) contains any material misstatement of fact or (b) omits to state any material fact necessary to make the statements therein not misleading, in the light of the circumstances under which they were made; provided, that, with respect to projected financial information, each of Kimco and the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

SECTION 3.12

Taxes.  (i) Each of the Borrower, Kimco and each Subsidiary of Kimco has (a) filed or caused to be filed all tax returns which, to the knowledge of the Borrower and Kimco, are required to be filed; and, (b) paid all Taxes respectively shown to be due and payable on such tax 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 each such Person, as the case may be); (ii) no tax Lien has been filed, and, (iii) to the knowledge of the Borrower and Kimco, no claim is being asserted, with respect to any such tax, fee or other charge.

SECTION 3.13

Regulation U.  No part of the proceeds of the Loan 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 Bank, the Borrower will furnish to the Bank a statement to the foregoing effect in conformity with the requirements of FR Form U-1 referred to in said Regulation U.

SECTION 3.14

ERISA.  No Reportable Event has occurred during the five (5) year period prior to the Closing Date 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 the Borrower, 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 the Borrower, Kimco nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan, and neither the Borrower, Kimco nor any Commonly Controlled Entity would become subject to any liability under ERISA if such Person 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 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 Borrower, Kimco 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) does not exceed the assets under all such Plans allocable to such benefits.

491

SECTION 3.15

Investment Company Act; Other Regulations.  No Obligor 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 Obligor is subject to regulation under any Federal or State statute or regulation which limits its ability to incur Indebtedness.

SECTION 3.16

Purpose.  The proceeds of the Loans shall be used by the Borrower solely in accordance with Section 2.1(f).

SECTION 3.17

Environmental Matters.  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 the Borrower and 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 the Borrower and 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 the Borrower, Kimco nor any of Kimco's 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 the Borrower or Kimco have knowledge or reason to believe that any such notice will be received or is being threatened.

(d)

To the best knowledge of the Borrower and 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 the Borrower and Kimco, threatened, under any Environmental Law to which Kimco or any of its Subsidiaries is or, to the knowledge of the Borrower and 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 the Borrower and 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 the Borrower, Kimco and Kimco's 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.

492

SECTION 3.18

Insurance.  Each of the Borrower, Kimco and the Subsidiaries of Kimco maintains with insurance companies rated at least A- by A.M. Best & Co., with premiums at all times currently paid, insurance upon its 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, except in cases where failure to maintain such insurance will not have or potentially have a Material Adverse Effect.

SECTION 3.19

Condition of Properties.  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 the Borrower or 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.

(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 3.20

Benefit of Loans.  Kimco and its Subsidiaries 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.  Each of the Obligors expects to derive benefits, directly or indirectly, in return for undertaking their respective obligations under the Loan Documents, both individually and as members of the integrated group.

SECTION 3.21

REIT Status.  Kimco qualifies as real estate investment trust under Section 856(a) of the Code.

SECTION 3.22

Solvency.  On the Effective Date and the Closing Date, after giving effect to the transactions contemplated by the Loan Documents on each such date, each Obligor is Solvent.

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ARTICLE IV

CONDITIONS

SECTION 4.1

Conditions to Funding of Loan.

The obligation of the Bank to make the Loan available to the Borrower on the Closing Date is subject to the satisfaction of the following conditions on or prior to the Effective Date:

(a)

Loan Documents.  The Bank shall have received each the Loan Documents, duly executed and delivered by each of the parties thereto.

(b)

Fees and Expenses.  The Bank shall have received payment (or written instructions that the Bank may apply a portion of the Loan proceeds to pay such amounts) of (i) all of the Bank's fees and expenses in connection with the making of the Loan and the preparation, negotiation and execution of the Loan Documents, including the reasonable fees and disbursements invoiced through the Closing Date of the Bank’s legal counsel, (ii) any other amounts due and payable to the Bank on or prior to the Closing Date hereunder, including pursuant to Sections 2.2 or 10.3 hereof, and (iii) all reasonable third-party out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.

(c)

Legal Opinions.  The Bank shall have received the following legal opinions in form and content acceptable to the Bank:

i.

from Mayer Brown, LLP, United States counsel to the Bank; and

ii.

from Robert Schulman, Esq., United States counsel to the Borrower and each of the Guarantors.

(d)

Borrower Officer Certificate. The Bank shall have received a certificate from a Responsible Officer of the Borrower dated as of the Closing Date and in substantially the form of Exhibit E-1 hereto: (i) confirming compliance with the conditions specified in this Section 4.1 and that no consent, approval or waiver is required for the execution, delivery and performance by the Borrower of the Loan Documents to which the Borrower is a party and (ii) certifying as to the names and offices of the Persons authorized to sign the Loan Documents to be delivered pursuant to the terms hereof by the Borrower, together with the specimens of the signatures of each such Person and a certificate of another officer of the Borrower, certifying as to the name, office, and signature of the Responsible Officer of the Borrower signing the first certificate described in this clause (d).

(e)

Kimco Officer Certificate.  The Bank shall have received a certificate from a Responsible Officer of Kimco dated as of the Closing Date and in substantially the form of Exhibit E-2 hereto: (i) confirming that no consent, approval or waiver such is required for the execution, delivery and performance by Kimco of the Loan Documents to which it is a party and (ii) certifying as to the name(s) and offices of the Persons authorized to sign the Loan Documents to be delivered pursuant to the terms hereof by Kimco, together with specimens of the signatures of each such Person and a certificate of another officer of Kimco, certifying as to the name, office, and signature of the Responsible Officer of Kimco signing the first certificate described in this clause (e).

494

(f)

Subsidiary Guarantor Officer Certificates.  The Bank shall have received a certificate from a Responsible Officer of each Initial Subsidiary Guarantor dated as of the Closing Date and in substantially the form of Exhibit E-3 hereto: (i) confirming that no consent, approval or waiver is required for the execution, delivery and performance by such Initial Subsidiary Guarantor of the Loan Documents and (ii) certifying as to the name(s) and offices of the Persons authorized to sign the Loan Documents to be delivered pursuant to the terms hereof by such Initial Subsidiary Guarantor, together with specimens of the signatures of each such Person and a certificate of another officer of such Initial Subsidiary Guarantor, certifying as to the name, office, and signature of the Responsible Officer of the Initial Subsidiary Guarantor signing the first certificate described in this clause (f).

(g)

Organizational Documents, Etc.  The Bank shall have received such documents and certificates as the Bank or its counsel may reasonably request relating to the organization, existence and good standing of each Obligor, and board and/or shareholder resolutions, or the equivalent, as required, evidencing the authorization of the execution, delivery and performance by each Obligor of the Loan Documents to which it is a party and the transactions contemplated thereby, all in form and substance reasonably satisfactory to the Bank and certified to be true, correct and complete by a Responsible Officer of such Obligor, as of the Closing Date.

(h)

Financial Statements.  The Bank shall have received (i) unqualified audited consolidated financial statements of Kimco for fiscal years 2005 and 2006, (ii) unaudited interim consolidated financial statements of Kimco as of and for the first three fiscal quarters in fiscal year 2007, in each case prepared in accordance with GAAP, and (iii) pro forma financial statements of the Borrower giving effect to the Loan and the transactions contemplated by the Loan Documents.

(i)

Existing JP Morgan Credit Agreement.  As of the date of execution of this Agreement, no Default (as such term is defined under the Existing JP Morgan Credit Agreement) has occurred or is continuing under the Existing JP Morgan Credit Agreement.

(j)

Banking Account.  The Borrower shall have opened a Mexican Peso checking account with the Bank in order to facilitate disbursements as well in order to facilitate principal and interest payments (the “Borrower Account”).

(k)

No Material Adverse Effect.  There shall not have occurred or become known to the Bank 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.

(l)

No Event of Default. No Default or Event of Default shall have occurred and be continuing on the Closing Date or after giving effect to the making of the Loan by the Bank on the Closing Date.

495

(m)

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

(n)

Representations and Warranties.  Each of the representations set out in Article III shall be true and correct in all material respects on and as of the Effective Date and the Closing Date.

(o)

Borrowing Request.  The Bank shall have received the Borrowing Request, which shall include written instructions from the Borrower to direct a portion of the Loan proceeds to pay off all amounts due to the Bank under the Existing Scotiabank Credit Agreement.

ARTICLE V

AFFIRMATIVE COVENANTS

Each of the Borrower and Kimco agrees with the Bank, for itself and its Subsidiaries, as applicable, so long as any amount remains outstanding and unpaid under the Loan Documents, as follows:

SECTION 5.1

Financial Statements.  Kimco and the Borrower shall furnish to the Bank:

(a)

as soon as available, but in any event, (i) within forty-five (45) days of the end of the first three (3) quarterly periods of each fiscal year, a copy of the unaudited internally generated financial statements of the Borrower, and (ii) within ninety (90) days of the end of the fiscal year, a copy of the annual unaudited internally generated financial statements of the Borrower;

(b)

as soon as available, but in any event, within ninety (90) days of 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 earning 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 and for the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by PricewaterhouseCoopers, LLP or other independent certified public accountants of nationally recognized standing;

(c)

as soon as available, but in any event not later than the forty-five (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 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); and

496

(d)

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).

SECTION 5.2

Certificates; Other Information.  Each of the Borrower and Kimco shall furnish to the Bank:

(a)

concurrently with the delivery of the financial statements referred to in Section 5.1(a), 5.1(b) and 5.1(c), a compliance certificate of a Responsible Officer of the Borrower and Kimco, as applicable, substantially in the form of Exhibit D;

(b)

within ten (10) days after any such statements and reports 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 provide to, or file with, the Securities and Exchange Commission or any successor or analogous Governmental Authority;

(c)

promptly, upon request of the Bank, a list of all Entities, and such additional financial information, information with respect to any Property and other information as the Bank may from time to time reasonably request; and

(d)

promptly, upon request of the Bank, any such other information relating to the Borrower, Kimco or any Subsidiary Guarantor as the Bank may require to comply with any Requirement of Law or request or directive of any Governmental Authority having jurisdiction over the Bank.

SECTION 5.3

Payment of Obligations.  Each of the Borrower and Kimco shall, and Kimco shall cause its Subsidiaries to, pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its respective obligations of whatever nature, except (a) where the amount 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 the Borrower, Kimco or any other Subsidiary of Kimco, as applicable or (b) (i) Non-Recourse Indebtedness and (ii) other obligations which aggregate not more than USD$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 5.4

Maintenance of Existence, etc.  Each of the Borrower and Kimco shall, and Kimco shall cause its Subsidiaries to:

(a)

Preserve, renew and keep in full force and effect its corporate existence;

497

(b)

take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of each of their respective businesses, except to the extent that failure to comply therewith could not, in the aggregate, be reasonably expected to have a Material Adverse Effect;

(c)

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 5.5

Maintenance of Property; Insurance.  Each of the Borrower and Kimco shall, and Kimco shall cause its Subsidiaries to, keep all property useful and necessary in each of their respective businesses in good working order and condition; maintain insurance with financially sound and reputable insurance companies 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 the Bank, upon written request, full information as to the insurance carried.

SECTION 5.6

Inspection of Property; Books and Records Discussions.  Each of the Borrower and Kimco shall, and Kimco shall cause its Subsidiaries to, keep proper books of records and accounts 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 respective business and activities; and permit representatives of the Bank to visit and inspect any of its respective properties and examine and make abstracts from any of its respective books and records at any reasonable time, upon reasonable notice, and as often as may reasonably be desired and to discuss the respective business, operations, properties and financial and other condition of the Borrower, Kimco or any such Subsidiary of Kimco with the respective financial officers and employees of such Person and with the respective independent certified public accountants of such Per son.

SECTION 5.7

Notices.  Each of the Borrower and Kimco shall promptly give notice to the Bank of:

(a)

the occurrence of any Default or Event of Default;

(b)

any (i) default or event of default under any contractual obligation of any Obligor or (ii) litigation, investigation or proceeding which may exist at any time between any Obligor 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;

(c)

any litigation or administrative or other proceeding affecting the Borrower, Kimco or any Subsidiary of Kimco in which the amount involved is USD$50,000,000 or more on an individual basis (or USD$100,000,000 or more in the aggregate together with all other such litigation or administrative or other proceedings affecting the Borrower, Kimco or any of its other Subsidiaries) and not covered by insurance or in which material injunctive or similar relief is sought;

498

(d)

the following events, as soon as possible and in any event within thirty (30) days after the Borrower or 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 the Borrower, 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.

SECTION 5.8

Environmental Laws.  

(a)

Each of the Borrower and Kimco shall, and Kimco shall cause its Subsidiaries to, comply with, and use 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)

Each of the Borrower and Kimco shall, and Kimco shall cause its Subsidiaries to conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under the applicable Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding the applicable 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)

The Borrower shall defend, indemnify and hold harmless the Bank and its 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, non-compliance with or liability under any Environmental Laws applicable to the operations of the Borrower, Kimco or any Subsidiary of Kimco or any Property, or any 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 following the termination of this Agreement and repayment in full of the Loan and all amounts due to the Bank under the Loan Documents.

499

ARTICLE VI

NEGATIVE COVENANTS

The Borrower and Kimco hereby agree with the Bank, so long as any amount remains outstanding and unpaid under the Loan Documents, as follows:

SECTION 6.1

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).

(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)

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.  

(d)

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 (d), 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 fifty percent (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 & #147;Total Adjusted EBITDA”.

Solely for the purposes of this Section 6.1, 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 6.2

Limitation on Certain Fundamental Changes.

(a)

Neither the Borrower nor Kimco shall, nor shall Kimco permit any of its Subsidiaries to, directly or indirectly: (i) enter into any merger (except as described in Schedule 6.2), consolidation or amalgamation, (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or (iii) convey, sell, lease, assign, transfer or otherwise dispose of, all or a substantial portion of its respective property, business or assets (each such transaction referred to in the preceding subclauses (i), (ii) and (iii), a “Capital Transaction”), unless (x) such

500

Capital Transaction, in the case of the Borrower, does not involve all or a substantial portion of the property, business or assets owned or leased by it and, in the case of Kimco or any of its other Subsidiaries, 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, (y) 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 (z) without limiting the foregoing, Kimco is in compliance with all covenants under Section 6.1 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 T ransaction had been given effect (including any changes resulting from recharacterization of Unencumbered Property) during such Test Period; provided, that neither the Borrower nor Kimco may engage in a Capital Transaction other than a merger as to which it is the surviving entity; provided further, that, notwithstanding the foregoing, (A) any Subsidiary of Kimco (other than the Borrower) may merge with a an Obligor hereunder so long as the surviving entity is an Obligor hereunder, (B) any Subsidiary of Kimco (other than the Borrower) may liquidate, wind up or dissolve itself so long as such Subsidiary’s assets are transferred to an Obligor and (C) any Subsidiary of Kimco (other than the Borrower) may convey, sell, lease, assign, transfer or otherwise dispose of any of its assets to an Obligor.

(b)

Limitation on Investments, Loans and Advances.  Kimco shall not, nor shall it permit any of its Subsidiaries to, 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 thirty percent (30%) of Gross Asset Value.

(c)

Limitation on Transactions with Affiliates.  Kimco shall not, nor shall it permit any of its Subsidiaries to, 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 that is a party thereto and (ii) upon fair and reasonable terms no less favorable to such Person 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 6.3

Limitation on Changes in Fiscal Year.  Neither the Borrower nor Kimco shall permit its fiscal year to end on a day other than December 31 unless otherwise required by any applicable law, rule or regulation.

SECTION 6.4

Limitation on Lines of Business; Issuance of Commercial Paper; Creation of Subsidiaries; Negative Pledge.  Neither the Borrower nor Kimco shall, nor shall Kimco permit any of its Subsidiaries to:

501

(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 entered into by such Person 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 Borrower, the lender(s) would be obligated to fund loans pursuant thereto;

(c)

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 the Borrower, Kimco or any other Subsidiary of Kimco is exposed in the conduct of its business or the management of its liabilities.

ARTICLE VII

EVENTS OF DEFAULT

SECTION 7.1

Default; Events of Default.  If any of the following events shall occur and be continuing:

(a)

The Borrower shall fail to pay any principal of the Loan when due in accordance with the terms hereof or shall fail to pay any interest 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 hereof; or

(b)

Any representation or warranty made or deemed made by the Borrower or Kimco herein or by any Obligor 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 covenant or obligation contained in Section 5.7(a) or Article VI; or

(d)

Any Obligor shall default in the observance or performance of any other term or condition contained in this Agreement (other than as provided in paragraphs (a) through (c) of this Article VII) or any term or condition in any other Loan Document and such default shall continue unremedied for a period of thirty (30) days after notice from the Bank; provided however, that such thirty (30) day period shall be extended for a further maximum period of thirty (30) days, if the Borrower or Kimco is taking all diligent steps to remedy such default; or

(e)

Any Obligor shall (i) default in making any payment of any principal of any Indebtedness (including any Guarantee Obligation, but excluding any Non-Recourse

502

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 descri bed in subclause (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 subclauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate USD$50,000,000 (or the equivalent thereof in any other currency) (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); or

(f)

(i) Any Obligor 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 any Obligor shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against any Obligor any case, proceeding or other action of a nature referred to in subclause (i) above which (A) results in the entry of an order for relief or any such adjudicatio n or appointment or (B) remains undismissed, undischarged or unbonded for a period of sixty (60) days; or (iii) there shall be commenced against any Obligor 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 sixty (60) days from the entry thereof; or (iv) any Obligor shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in subclause (i), (ii), or (iii) above; or (v) any Obligor 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)

Kimco shall cease, for any reason, to be a party to this Agreement or the guarantee granted hereunder by Kimco or the Subsidiary Guarantee shall cease, for any reason, to be in full force and effect, or Kimco or any other Guarantor shall so assert; or

(h)

a Change in Control shall occur; or

(i)

An Event of Default (as defined under the Existing JP Morgan Credit Agreement) shall occur and be continuing under the Existing JP Morgan Credit Agreement;

503

(j)

(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 the Borrower, 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 Bank, 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) the Borrow er, Kimco or any Commonly Controlled Entity shall, or is, in the reasonable opinion of the Bank, 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 subclauses (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

(k)

One or more judgments or decrees shall be entered against Kimco or any Entity involving in the aggregate one or more liabilities (not paid or fully covered by insurance) of USD$50,000,000 or more (or the equivalent thereof in any other currency) (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, in either case, all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within sixty (60) days from the entry thereof; or

(l)

Kimco shall cease, for any reason, to maintain its qualification as a real estate investment trust under Section 856(a) of the Code; or

(m)

At any time the Borrower or Kimco or any of their respective Subsidiaries 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 the Borrower or Kimco and, in the judgment of the Bank, could reasonably be expected to exceed USD$50,000,000 (or the equivalent thereof in any other currency) in the aggregate; 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 (m) if (i) such remediation or compliance is being contested by the Borrower, Kimco or the applicable Subsidiary in good faith by appropriate proceedings or (ii) such remediation or compliance is satisfactorily completed within ninety (90) days from the date on which the Borrower, Kimco or any such Subsidiary rec eives notice that such remediation or compliance is required, unless such remediation or compliance cannot reasonably be completed within such ninety (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 Bank, could reasonably be expected to have a Material Adverse Effect); or

504

then, and in any such event, the Bank may terminate its Commitment and declare the Loan hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents immediately due and payable, whereupon the same shall immediately become due and payable; provided, that, in the case of the occurrence of an Event of Default of the kind referred to in clause (f) hereof, the Commitment shall automatically terminate and all amounts under the Loans Documents shall become immediately due and payable without any further actions by the Bank.  

ARTICLE VIII

ILLEGALITY; INCREASED COSTS

SECTION 8.1

Illegality.  (a)  Notwithstanding any other provision herein, if the adoption (after the Effective Date) of or any change (after the Effective Date) in any Requirement of Law or in the interpretation or application thereof shall make it unlawful for the Bank to maintain the Loan as contemplated by this Agreement, then, in any such case, the Bank shall notify the Borrower inwriting of the occurrence of such event, stating the reasons therefor.  Upon delivery of any such notice, the Bank and the Borrower shall negotiate reasonably and in good faith to agree to appropriate measures to be taken to remedy such unlawfulness; provided that, should such parties fail to agree on such appropriate measures during the sixty (60) day period commencing on the date such notice is given, the Borrower shall prepay the Loan in full without any prepayment penalty or charge, except for payments of amounts due to the Bank in respect of such prepayment under Section 8.3, (i) immediately upon demand if the unlawful nature of such Loans, in the reasonable judgment of the Bank, requires immediate prepayment or (ii) otherwise, on the next succeeding date on which interest is payable pursuant to Section 2.3(b).  If, in the case of any prepayment pursuant to this Section 8.1, the Calculated Amount determined in accordance with Section 8.3(a) would constitute an amount the Bank would be entitled to receive from the financial institution counterparty referenced therein, then an amount equivalent to such Calculated Amount shall be deemed applied, subject to and simultaneously with the prepayment in full by the Borrower of all other outstanding portions of the Loan, to the prepayment of the outstanding Loan on the corresponding Specified Date; provided that in no event shall (x) the amount corresponding to the Calculated Amount de emed so applied hereunder exceed the total principal amount of the Loan then outstanding or (y) any amount corresponding to the Calculated Amount be so applied if any of the events specified in clauses (ii), (iii) or (iv) of Section 8.3(a) have also occurred at such time.

SECTION 8.2

Requirements of Law.

(a)

If the adoption of or any change in any Requirement of Law (occurring after the Effective Date) or any change in the interpretation or application thereof (occurring after the Effective Date) or the compliance by the Bank with any Requirement of Law or request (whether or not having the force of law) from the Central Bank or any other Governmental Authority (made subsequent to the Effective Date) shall (i) subject the Bank to any Tax of any kind whatsoever with respect to any Loan Document, or change the basis of taxation of payments to the Bank (not being a Tax imposed on the net income of the Bank or its Affiliates generally (impuesto sobre la renta)); or (ii) impose on the Bank any other condition; and the result of any of the foregoing is to increase the cost to the Bank, by an amount which the Bank deems to be

505

material, of making, continuing or maintaining the Loan or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Bank shall notify the Borrower inwriting of the occurrence of such event, stating the reasons therefor and the additional amount required to fully compensate the Bank for such increased cost or reduced amount (the “Section 8.2(a) Additional Amount”), so that the Bank and the Borrower can agree on an increased rate of interest, within a sixty (60) day period commencing as from the date such notice is given, as permitted by the third paragraph of section M.21.2 of Regulation 201 9/95 issued by the Central Bank.  Should the parties not agree on an increased rate of interest, the Borrower shall, on the next succeeding Interest Payment Date, (i) repay the Loan in full, without any prepayment penalty or charge, except for payment of amounts due to the Bank in respect of such prepayment under Section 8.3 and (ii) pay to the Bank the Section 8.2(a) Additional Amount corresponding to the period ending as of such Interest Payment Date.  

(b)

If the Bank shall have determined that the application of any Requirement of Law regarding capital adequacy (enacted after the Effective Date) or compliance by the Bank or any entity controlling the Bank with any Requirement of Law regarding capital adequacy (enacted after the Effective Date) or request regarding capital adequacy (whether or not having the force of law) from the Central Bank or any other Governmental Authority (made after the Effective Date) does or shall have the effect of reducing the rate of return on the Bank’s capital as a consequence of its obligations hereunder to a level below that which the Bank could have achieved but for such application or compliance (taking into consideration the Bank’s policies with respect to capital adequacy and the Bank’s treatment of its credit facilities for internal purposes as of the Effective Date) by an amount reasonably deemed by the Bank to be material, then, the Bank shall notify the Borrower inwriting of the occurrence of such event, stating the reasons therefor and the additional amount required to fully compensate the Bank for such reduction (the “Section 8.2(b) Additional Amount”), so that the Bank and the Borrower can agree on an increased rate of interest, within a sixty (60) day period commencing as from the date notice is given, as permitted by the third paragraph of section M.21.2 of Regulation 201 9/95 issued by the Central Bank.  Should the parties not agree on an increased rate of interest, the Borrower shall, on the next succeeding Interest Payment Date, (i) repay the Loan in full, without any prepayment penalty or charge, except for reimbursement of amounts due to the Bank in respect of such prepayment under Section 8.3 and (ii) pay to the Bank the Section 8.2(b) Additional Amount cost corresponding to the period ending as of such Interest Payment Date.  

(c)

If, in the case of any prepayment pursuant to this Section 8.2, the Calculated Amount determined in accordance with Section 8.3(a) would constitute an amount the Bank would be entitled to receive from the financial institution counterparty referenced therein, then an amount equivalent to such Calculated Amount shall be deemed applied, subject to and simultaneously with the prepayment in full by the Borrower of all other outstanding portions of the Loan, to the prepayment of the outstanding Loan on the corresponding Specified Date; provided that  in no event shall (i) the amount corresponding to the Calculated Amount deemed so applied hereunder exceed the total principal amount of the Loan then outstanding or (ii) any amount corresponding to the Calculated Amount be so applied if any of the events specified in clauses (ii), (iii) or (iv) of Section 8.3(a) have also occurred at such time.  < /P>

506

(d)

A certificate as to any additional amounts payable pursuant to this Section 8.2 submitted by the Bank to the Borrower shall be conclusive and binding in the absence of manifest error.

(e)

Notwithstanding anything to the contrary contained in this Section 8.2, the Bank shall not impose any of the provisions of this Section 8.2 unless such provisions are generally imposed by the Bank on Persons that are similarly situated to the Borrower and Kimco and which do not arise as a result of change in the financial condition of the Bank.

SECTION 8.3

Funding Losses.  

(a)

Upon the occurrence of any of the following events:

(i)

any prepayment of the principal amount of the Loan on a date other than the Maturity Date, including pursuant to Section 8.1 or Section 8.2;

(ii)

any payment of the Loan as a result of an acceleration due to an Event of Default pursuant to Article VII hereof;

(iii)

the Loan or a portion thereof not being prepaid in accordance with the Borrower’s notice of such prepayment; or

(iv)

any failure by the Borrower for any reason (including the failure of any of the conditions precedent specified in Article IV to be satisfied) to make a requested borrowing hereunder on the date specified in the Borrowing Request given pursuant to Section 2.1(b),

the Bank shall calculate, in respect of any amount to be paid or prepaid by the Borrower (whether by acceleration or otherwise) pursuant to clauses (i), (ii) or (iii) of this Section 8.3(a) or to be borrowed pursuant to clause (iv) of this Section 8.3(a) (in each case, the "Designated Amount"), the amount, in Pesos, equal to what the Bank would be required to pay to, or would be entitled to receive as payment from, a reasonably acceptable financial institution counterparty (in either case, the "Calculated Amount") in connection with the entry by the Bank into a notional fixed-to-floating interest rate swap (a "Replacement Swap") having the terms set forth in the final sentence of this Section 8.3(a), such Calculated Amount to be determined by the Bank in good faith as of the date on which the Designated Amount is paid, to be paid or to be borrowed, as the case may be (the "Specified Date") and as if the Bank were the floating rate payer under such Replacement Swap.The Replacement Swap shall be deemed to have the following terms: (u) both the fixed and floating rate payment dates shall be the same as the scheduled interest payment dates of the Loan (the number of days commencing, and including, on one such payment date to, but excluding, the next payment date being the "Replacement Swap Interest Period"); (v) the fixed rate shall be the fixed rate of interest paid by the Borrower at that time for the Loan, less the Applicable Margin; (w) the notional amount of the Replacement Swap

507

shall be denominated in Pesos and shall be equal to the principal amount of the Designated Amount amortized (if applicable) to reflect the application of the Designated Amount in the repayment schedule of the Loan; (x) the day count fraction shall be the actual number of days in the Replacement Swap Interest Period divided by 360; (y) the term of the Replacement Swap shall be equal to the period commencing on, and including, the Specified Date to, but excluding, the Maturity Date; and (z) the floating rate shall be the TIIE Rate determined by the Bank (in good faith) that would be paid by the floating rate payer in respect of a swap having the terms and conditions set out above.

(b)

If the Calculated Amount determined in accordance with Section 8.3(a) would constitute an amount payable by the Bank to the financial institution counterparty referenced therein, then the Borrower shall be required to pay to the Bank under this Section 8.3 on the Specified Date, in addition to any other amount then payable by the Borrower pursuant to the terms hereof (including, without limitation, accrued interest through the date of payment), an amount equal to such Calculated Amount.  

ARTICLE IX

GUARANTEE BY KIMCO

SECTION 9.1

Guarantee.  In order to induce the Bank to make the Loan hereunder, Kimco hereby irrevocably and unconditionally guarantees to the Bank the due and punctual payment of all Obligations of the Borrower hereunder (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 9.2

Guaranteed Obligations Not Waived.  To the fullest extent permitted by applicable law, Kimco waives presentment to, demand of payment from and protest to the Borrower or any other guarantor of any of the Guaranteed Obligations, including the Subsidiary Guarantors, 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 the Bank to assert any claim or demand or to enforce or exercise any right or remedy against the Borrower or any other Person 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 the Bank for any reason whatsoever to exercise any right or remedy against any other guarantor of the Obligations; (d) the failure of the Bank 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 the Borrower or any other Guarantor; (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

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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 9.3

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 the Bank to the Borrower, any other Guarantor or other guarantee, or to any security held 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 solici ted), 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 9.4

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 the Borrower or any other Person, any merger, consolidation or amalgamation of the Borrower or any other Person into or with any other Person, any sale, lease or transfer of any of the assets of the Borrower or any other Person to any other Person, any other change of form, structure, or status under any law in respect of the 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 the 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 it s 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 9.5

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 the 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 the Borrower, other than the final payment in full in cash of the Guaranteed Obligations.  The

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Bank may, at its election, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Person (including any other Guarantor) or exercise any other right or remedy available to them against the 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 the 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 Bank, on the other hand, (i) the maturit y 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 the Borrower in respect of the Guaranteed Obligations guaranteed hereby (other than any notices and cure periods expressly granted to the 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.  Furthermore, Kimco unconditionally and irrevocably waives, to the fullest extent permitted by law, any right (and any benefits of orden, excusión y división), to which it may be entitled, to the extent applicable, under Articles 2813, 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2824, 2826, 2827, 2830, 283 5, 2836, 2837, 2838, 2839, 2840, 2842, 2844, 2845, 2846, 2847, 2848, and 2849 of the Federal Civil Code (Código Civil Federal) and the corresponding provisions of the Civil Codes of the States of Mexico and the Federal District.

SECTION 9.6

Agreement to Pay; Subordination.  In furtherance of the foregoing and not in limitation of any other right that the Bank has at law or in equity against Kimco by virtue hereof, upon the failure of the Borrower to pay (after the giving of any required notice and the expiration of any cure period expressly granted to the 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 Bank, 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 Borrower or any other Person arising as a result thereof by way of right of subrogation, contribution, reimbursem ent, 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 the 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 the Borrower, such amount shall be held in trust for the benefit of the Bank and shall forthwith be paid to the Bank to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured.

SECTION 9.7

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 the Bank upon the bankruptcy or reorganization of the 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.

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SECTION 9.8

Information.  Kimco assumes all responsibility for being and keeping itself informed of the Borrower’s 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 the Bank shall have no duty to advise Kimco of information now or hereafter known to it or its Affiliates and Subsidiaries regarding any of the foregoing.

ARTICLE X

MISCELLANEOUS

SECTION 10.1

Amendments and Waivers.  

(a)

The provisions of this Agreement and each other Loan Document (to the extent consistent with the terms thereof) may be amended, modified or waived from time to time, if such amendment, modification or waiver is in writing and signed by the Borrower, Kimco and the Bank (except for the Subsidiary Guarantee, which may be amended in a writing signed by the Bank and the Subsidiary Guarantors).  

(b)

In the event any amendment, modification or supplement to the terms of the Existing JP Morgan Credit Agreement is proposed, the Borrower shall provide the Bank with notice thereof at such time and in such detail as the same is provided to the lenders under the Existing JP Morgan Credit Agreement.  

(c)

The Borrower shall promptly notify the Bank of any amendments, modifications or supplements to the terms of the Existing JP Morgan Credit Agreement that become effective following the Effective Date and prior to the repayment in full of the Loan.  So long as the Bank or any Affiliate of the Bank remains a lender under the Existing JP Morgan Credit Agreement, to the extent that any such amendment, modification or supplement would modify the terms of Articles VI, VII or VIII of the Existing JP Morgan Credit Agreement (or any definitions contained in Article I thereof but solely to the extent that they relate to a modification of Articles VI, VII or VIII), the parties hereto agree to promptly execute an amendment agreement to effect a corresponding amendment to Article V, VI or VII, as the case may be, of this Agreement (and any definitions contained in Article I of this Agreement but solely to th e extent that they relate to a modification of Article V, VI or VII); provided that, notwithstanding the foregoing, the parties shall not be obligated pursuant to this Section 10.1(c) to effect any amendment to this Agreement (x) in respect of interest rates, principal, maturity or guarantees or (y) that would be in contravention of applicable Mexican Requirements of Law.  For the avoidance of doubt, upon the termination of the Existing JP Morgan Credit Agreement, this Section 10.1(c) shall have no further effect.

SECTION 10.2

Payment of Expenses.  The Borrower agrees to:

(a)

pay or reimburse the Bank for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation and execution of,

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and any amendment, supplement or modification to, the Loan Documents, and any other documents prepared in connection herewith or therewith (including the reasonable fees and disbursements of counsel to the Bank), and the consummation and administration of the transactions contemplated hereby and thereby,

(b)

pay or reimburse the Bank for all its reasonable costs and expenses (including post-judgment costs and expenses) incurred in connection with the enforcement or preservation of any its rights under the Loan Documents, including the reasonable fees and disbursements of counsel to the Bank;

(c)

pay, and indemnify and hold harmless, the Bank, (and its shareholders, 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 caused solely as a result of the acts or omissions of the Borrower in paying, stamp, excise and other Taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or the 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, the Loan Documents; and

(d)

pay, and indemnify and hold harmless, the Bank (and its shareholders, affiliates, officers, directors, employees, advisors and agents) from and against any and all other actual and documented liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (and regardless of whether prejudgment or post-judgment) (collectively, “Losses”) (but expressly excluding Losses relating to consequential damages or Losses arising from any credit decisions or underwriting matters made by the Bank from time to time) resulting from any failure by the Borrower to observe and perform its obligations under the Loan Documents (the “indemnified liabilities”);provided, that the Borrower shall not have an 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 10.2 shall survive the termination of this Agreement, the payment of the Loan and all other amounts payable to the Bank under the Loan Documents.

SECTION 10.3

Taxes.

(a)

In the event that any fees or costs payable by the Borrower to the Bank under this Agreement or under any other Loan Document are subject to any value added tax (Impuesto sobre Valor Agregado) (“VAT”), the Borrower shall pay the amount of such VAT to the Bank simultaneously with the payment of any such fees or costs.

(b)

All payments made by any Obligor under this Agreement or any other Loan Document shall be made free and clear of, and without deduction for or on account of, any present or future Taxes, including Other Taxes but excluding Excluded Taxes.  If any such Taxes are required to be withheld from any amounts payable to the Bank hereunder or under any other Loan Document (subject to the right of the Borrower to contest any such requirement in good faith so long as the Bank is paid the full amounts payable hereunder, including any Additional Amounts payable pursuant to this Section 10.3.), then (i) the amounts payable to Bank shall be

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increased by such additional amounts (the “Additional Amounts”) necessary to yield to the Bank (after payment of all such Taxes (other than Excluded Taxes), Other Taxes and Additional Amounts, including any of the foregoing (other than Excluded Taxes) levied on Additional Amounts) interest or any such other amounts payable hereunder and under the Note at the rates or in the amounts specified in this Agreement that the Bank have received had no such deduction or withholding (other than in respect of Excluded Taxes) been required, and (ii) the Borrower shall make the required withholding and pay the full amount withheld for such Taxes, including Excluded Taxes and Other Taxes, to the appropriate taxing authority in accordance with applicable law.  In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.  Whenever any Taxes (including Excluded Taxes) or Other Taxes are payable by the Borrower, as promptly as possible thereafter, the Borrower shall send to the Bank, a stamped filed receipt (constancia de retención) showing payment thereof or such other document reasonably satisfactory to such payee showing payment thereof.  If the Borrower fails to pay any Taxes (including Excluded Taxes) or Other Taxes when due to the appropriate taxing authority or fails to remit to the Bank the required receipts or other required documentary evidence, the Borrower shall indemnify and forthwith reimburse the Bank for any incremental taxes, interest, penalties, loss, liability, claim or expense (including reasonable legal fees and expenses) that may become payable by any such payee or paid by or imposed on the Bank in any jurisdiction as a result of any such failure.  This indemnity and agreement shall survive termination of the Agreement and payment in full of all amounts due to the Bank under the Loan Documents.

(c)

The Borrower shall indemnify the Bank, within ten (10) days after written demand therefor, for the full amount of Taxes (other than Excluded Taxes) or Other Taxes paid by the Bank on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to the Borrower by the Bank, shall be conclusive, absent manifest error.  

(d)

The Bank shall deliver to the Borrower (i) on the Closing Date, two duly completed copies of United States Internal Revenue Service Form W-8BEN certifying that the Bank is entitled under the income tax treaty in effect between the United States and Mexico to an exemption from or reduced rate of United States withholding taxes paid by a resident of the United States and (ii) thereafter, if and to the extent the Bank is then legally able to provide such form or certification, such other forms and certificates as may be reasonably required in order to establish the legal entitlement of the Bank to an exemption from or reduced rate of United States withholding taxes with respect to such payments.

SECTION 10.4

Notices.

(a)

All notices, requests and demands to or upon the respective parties hereto to be effective shall be (i) in writing (including by telecopy), and (ii) in the English language, and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered by hand, or two (2) Business Days after being deposited in an

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internationally recognized overnight courier service (for example, DHL, UPS or Federal Express), or, in the case of telecopy notice, when received, addressed as follows in the case of the Borrower, Kimco and the Bank, or to such other address as may be hereafter notified by the parties hereto to the other parties hereto:

The Borrower:	KRC Mexico Acquisition LLC c/o Kimco Realty Corporation 3333 New Hyde Park Road, Suite 100 New Hyde Park, New York 11042 Attention: Glenn G. Cohen Telecopy: (516) 869-9001
Kimco:	Kimco Realty Corporation 3333 New Hyde Park Road, Suite 100 New Hyde Park, New York 11042 Attention: Glenn G. Cohen Telecopy: (516) 869-9001
with a copy to:	Greenberg Traurig, LLP 77 West Wacker Drive, Suite 2500 Chicago, Illinois 60601 Attention: Corey E. Light and James J. Caserio Telecopy: (312) 456-8435
The Bank:	Scotiabank Inverlat, S.A. Plaza Inverlat Blvd. M. Avila Camacho No. 1 Colonia Polanco C.P. 11009, Mexico D.F. Attention: Guillermo Fonseca Torres Telecopy:(5255) 52292010

(b)

While notices and communications between the Bank and the Borrower and Kimco shall be copied to the third party set out above, failure to provide copies to such third party shall not constitute a failure to provide sufficient notice pursuant to this Agreement.

SECTION 10.5

No Waiver; Cumulative Remedies.  No failure to exercise and no delay in exercising, on the part of the Bank, any right, remedy, power or privilege under the 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.

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SECTION 10.6

Survival of Representations and Warranties.  All representations and warranties made in the 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 the Loan Documents and the making of the Loan hereunder.

SECTION 10.7

Successors and Assigns.

(a)

Subject to the conditions set forth below, the Bank may assign to one or more assignees all or a portion of its rights and obligations under this Agreement, with the prior consent of the Borrower, which consent shall not be unreasonably withheld, conditioned or delayed, provided however, that consent of the Borrower shall not be required if (i) an Event of Default has occurred and is continuing; (ii) the assignment is to a financial entity which is an Affiliate or Subsidiary of the Bank; or (iii) the Bank retains an amount greater than any assignee of the Loan and remains the loan agent.  Any assignment hereunder shall be at no additional cost (including any additional Taxes based on the new lender’s jurisdiction) to the Borrower unless an Event of Default has occurred and is continuing.

(b)

Neither the Borrower nor Kimco shall be entitled to assign all or any of its rights, benefits, and obligations hereunder without the prior written consent of the Bank.

SECTION 10.8

Disclosure.  Subject to Section 10.14, each of the Borrower and Kimco authorize the Bank to disclose to any assignee (a “Transferee”) and any prospective Transferee any and all financial information in the Bank’s possession concerning the Borrower or any Guarantor which has been delivered to the Bank by or on behalf of such Person pursuant to this Agreement or which has been delivered to the Bank by or on behalf of such Person in connection with the Bank’s credit evaluation of such Person prior to becoming a party to this Agreement or the other Loan Documents.

SECTION 10.9

Adjustments; Set-off.  In addition to any rights and remedies of the Bank provided by law, the Bank and each of its Affiliates shall have the right, without prior notice to the Borrower or any Guarantor, any such notice being expressly waived by the Borrower and Kimco for itself and its subsidiaries to the extent permitted by applicable law, upon any amount becoming due and payable by the Borrower or such Guarantor hereunder (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 Bank or any of its Affiliates or any branch or agency thereof to or for the credit or the account of the relevant Obligor.  The Bank agrees promptly to notify the Borrower or Guarantor, as applicable, after any such setoff and application made by such Bank, provided, that the failure to give such notice shall not affect the validity of such setoff and application.

SECTION 10.10

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.  Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

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SECTION 10.11

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 10.12

Integration.  The Loan Documents represent the entire agreement of the Borrower, the Guarantors and the Bank with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Bank relative to subject matter hereof or thereof not expressly set forth or referred to herein or in the Loan Documents.

SECTION 10.13

Annual Review.  The Loan is subject to annual review which shall take place no later than the date the Borrower and Kimco are required to deliver the financial statements contemplated in Section 5.1 and each anniversary thereafter.  At the time of each annual review, the Borrower and Kimco shall supply whatever information is required by the Bank to complete such review.

SECTION 10.14

Confidentiality.  (A) The Bank 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) in connection with the exercise of any remedies under any Loan Document or any suit, action or proceeding relating to any Loan Document or the enforcement of rights hereunder or thereunder, (e) 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 obligations under this Agreement, or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (f) with the consent of the Borrower or any Guarantor, as applicable, or (g) 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 Bank on a nonconfidential basis from a source other than the relevant Borrower.  For the purposes of this Section, “Information” means all information received from the Borrower or any Guarantor relating to such Person or its business, other than any such information that is available to the Bank on a nonconfidential basis; provided, that, in the case of information received after the date hereof from any Obligor, such information is clearly identified at the time of delivery as confidential. &nb sp;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.

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(B)

The Borrower authorizes the Bank to request and/or disclose to any Affiliate or Subsidiary of the Bank, any information with respect to (i) the Loan, or (ii) the occurrence of an Event of Default.

(C)

The Borrower authorizes the Bank to request and/or disclose to any credit bureau, to the extent required by Mexican law, any information with respect to (i) the Loan, or (ii) the occurrence of an Event of Default.

SECTION 10.15

Interest Savings Clause.  Nothing contained in the Loan
Documents shall be construed to permit the Bank to receive at any time interest, fees or other charges in excess of the amounts which the Bank is legally entitled to charge and receive under any law to which such interest, fees or charges are subject. In no event whatsoever shall the compensation payable to the Bank by the Borrower, howsoever characterized or computed, hereunder or under any other agreement or instrument evidencing or relating to the Obligations of the Borrower, exceed the highest rate permissible under any law to which such compensation is subject. There is no intention that the Bank shall contract for, charge or receive compensation in excess of the highest lawful rate, and, in the event it should be determined that any excess has been charged or received, then, ipso facto, such rate shall be reduced to a lawful rate so that no amounts shall be charged which are in excess thereof, and the Bank shall promptly refund such excess to the Borrower.

SECTION 10.16

Governing Law.  This Agreement and any dispute, suit, action or proceeding between the parties relating to the formation, interpretation or performance of this Agreement, the rights or liabilities of the parties or any matter arising out of or connected with this Agreement, whether contractual or not, shall be governed by, and construed in accordance with the laws of the State of New York, excluding the choice-of-law principles (other than Section 5-1401 of the New York General Obligations Law).

SECTION 10.17

Submission to Jurisdiction; Waivers.  Each of the Borrower and 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 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;

(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 Person at its address set forth in Section 10.4 or at such other address of which the Bank shall have been notified pursuant thereto;

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(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 10.18

WAIVERS OF JURY TRIAL.  THE BORROWER AND KIMCO 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

Acknowledgments.  Each of the Borrower and Kimco hereby acknowledges and agrees that:

(a)

it has been advised by counsel in the negotiation, execution and delivery of the Loan Documents;

(b)

the Bank does not have any fiduciary relationship with or duty to the Borrower or any Guarantor arising out of or in connection with any Loan Document, and the relationship between the Bank, on the one hand, and the Borrower and the Guarantors, on the other hand, in connection herewith or therewith is solely that of debtor and creditor;

(c)

no joint venture is created by the Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Bank, the Borrower and/or any Guarantor.

SECTION 10.20

Subsidiary Guarantors.  

(a)

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 may become party to the Subsidiary Guarantee (together with the Initial Subsidiary Guarantors, each a “Subsidiary Guarantor”) by executing and delivering to the Bank a supplement to the Subsidiary Guarantee in the form of Annex I thereto; 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 supplement to the Subsidiary Guarantee and (y) Kimco shall be deemed to represent and warrant as of such date that each such proposed Subsidiary Guarantor is a Wholly Owned Subsidiary.

(b)

A Subsidiary Guarantor shall be released from the 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 Section 6.1 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

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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 5.2(a)), and (iii) Kimco has furnished to the Bank a certificate of its chief financial officer or other authorized financial officer as to the matters referred to in the preceding subclauses (i) and (ii).

(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, it shall not be a breach, Default or Event of Default hereunder but 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 10.20(b).

SECTION 10.21

Dun and Bradstreet Reports.  The Borrower and Kimco hereby authorize the Bank to obtain on each anniversary of the Effective Date or more frequently as necessary the most recent credit and credit rating report of each of the Obligors as issued by Dun and Bradstreet.  The Borrower and Kimco agree to use commercially reasonable efforts to cooperate with the Bank including, without limitation, by taking all such actions and providing all such information as the Bank may reasonably require to ensure that the Bank is able to obtain such reports.

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

By their signatures, the Borrower, Kimco and the Bank hereby acknowledge and accept the arrangements, terms and conditions set out in this Agreement

KRC MEXICO ACQUISITION, LLC	KIMCO REALTY CORPORATION
By: KRC Latin American Holdings, LP, its sole member By: KRC Latin America GP Corporation, its general partner By: /s/ Glenn G. Cohen Name: Glenn G. Cohen Title: Vice President and Treasurer	By: /s/ Glenn G. Cohen Glenn G. Cohen Vice President and Treasurer
SCOTIABANK INVERLAT, SOCIEDAD ANÓNIMA, INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO SCOTIABANK INVERLAT
By: /s/ Guillermo Fonseca Torres Name: Guillermo Fonseca Torres Title: Attorney-in-Fact

520

EXHIBIT A

FORM OF BORROWING REQUEST

March 3, 2008

Scotiabank Inverlat, S.A.

Plaza Inverlat

Blvd. M. Avila Camacho No. 1

Colonia Polanco

C.P. 11009, Mexico D.F

Attention: Guillermo Fonseca Torres

Telecopy: (5255) 52292010

KRC MEXICO ACQUISITION, LLC

Ladies and Gentlemen:

This Borrowing Request is delivered to you pursuant to Section 2.1(b) of the Credit Agreement, dated as of March 3, 2008 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among KRC Mexico Acquisition, LLC, a limited liability company organized and existing under the laws of the State of Delaware, as borrower (the “Borrower”), Kimco Realty Corporation, a corporation organized and existing under the laws of the State of Maryland, as guarantor (“Kimco”) and Scotiabank Inverlat, Sociedad Anónima, Institución de Banca Múltiple, Grupo Financiero Scotiabank Inverlat as lender (the “Bank”). Terms used herein, unless otherwise defined herein, have the meanings provided in the Credit Agreement.

The Borrower hereby requests that the Loan be made to it in the aggregate principal amount of MXP$1,000,000,000 on March 4, 2008 (the “Requested Closing Date”).

The Borrower hereby acknowledges that  the delivery of this Borrowing Request and the acceptance by the Borrower of the proceeds of the Loan requested hereby constitute a representation and warranty by the Borrower that, on the date of the making of such Loan, both before and after giving effect thereto and to the application of the proceeds therefrom, all representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects.

The Borrower agrees that if prior to the time of the borrowing requested hereby any matter certified to herein by it will not be true and correct in all material respects at such time as if then made, it will immediately so notify the Bank.

The Borrower irrevocably instructs the Bank to deposit the proceeds of the Loan on the Requested Closing Date in the following account of the Borrower (the "Borrower Account"):

[INSERT ACCOUNT INFORMATION FOR BORROWER ACCOUNT AT SBI]

The Borrower further irrevocably instructs the Bank to make the following transfers and take the following actions on the Requested Closing Date immediately following the deposit of the proceeds of the Loan in the Borrower Account pursuant to the foregoing paragraph:

1.

Transfer MXP$_______________ to the Bank for application to the repayment in full of all amounts outstanding under the Existing Scotiabank Credit Agreement; and

2.

Transfer MXP$4,000,000 to the Bank for application to the payment of the balance of the Front End Fee due to the Bank on the Closing Date.

[REMAINDER OF THE PAGE LEFT BLANK INTENTIONALLY]

521

IN WITNESS WHEREOF, the Borrower has caused this Borrowing Request to be executed and delivered, and the certifications and warranties contained herein to be made on the date first written above.

KRC MEXICO ACQUISITION, LLC

By: KRC Latin American Holdings, LP, its sole member

By: KRC Latin America GP Corporation, its general partner

By:_______________________________

Name:

Title:

522

EXHIBIT B

FORM OF NOTE

MXP$1,000,000,000

New York, New York

March 3, 2008

FOR VALUE RECEIVED, the undersigned, KRC MEXICO ACQUISITION, LLC, a Delaware limited liability company (the “Borrower”), hereby unconditionally promises to pay to the order of SCOTIABANK INVERLAT, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO SCOTIABANK INVERLAT (the “Lender”) at the offices of the Lender set forth in Section 10.4 of that certain Credit Agreement dated as of March 3, 2008, among the Borrower, Kimco Realty Corporation, as guarantor and the Lender (the "Credit Agreement") (or at such other address as the Lender may hereafter specify by notice to the Borrower), in immediately available funds, on the date or dates specified in the Credit Agreement, the aggregate unpaid principal amount of the Loan made by the Lender to the Borrower pursuant to Section 2.1 of the Credit Agreement.  All payments due to the Lender hereunder shall be made to the Lender at the place, in the currency and in the manner specified in such Credit Agreement.  The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.3 of such Credit Agreement.

This Note (a) is the Note referred to in the Credit Agreement (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional prepayment in whole or in part as provided in the Credit Agreement.  This Note is guaranteed as provided in the Credit Agreement and by the Subsidiary Guarantee.

Upon the occurrence of any one or more of the Events of Default, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement.

All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

KRC MEXICO ACQUISITION, LLC

By: KRC Latin American Holdings, LP, its sole member

By: KRC Latin America GP Corporation, its general partner

By:_______________________________

Name:

Title:

523

EXHIBIT C

FORM OF SUBSIDIARY GUARANTEE

This SUBSIDIARY GUARANTEE, dated as of March 3, 2008 (as amended, supplemented or otherwise modified from time to time, this “Subsidiary Guarantee”), is made by each of the subsidiaries of KIMCO REALTY CORPORATION, a corporation organized and existing under the State of Maryland ("Kimco"), that are signatories hereto (the “Subsidiary Guarantors”), in favor of SCOTIABANK INVERLAT, SOCIEDAD ANóNIMA, INSTITUCIóN DE BANCA MúLTIPLE, GRUPO FINANCIERO SCOTIABANK INVERLAT, as lender (the “Bank”) under that certain Credit Agreement, dated as of March 3, 2008 (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among KRC MEXICO ACQUISITION, LLC, as borrower (the "Borrower") and Kimco, as guarantor.

WITNESSETH:

WHEREAS, pursuant to the Credit Agreement, the Bank has agreed to make a term loan to the Borrower upon the terms and subject to the conditions set forth therein (the “Loan”);

WHEREAS, Kimco owns, directly or indirectly, all or a portion of the issued and outstanding Capital Stock of each Subsidiary Guarantor; and

WHEREAS, the Borrower, Kimco and the Subsidiary Guarantors are engaged in related businesses, and each Subsidiary Guarantor will derive substantial direct and indirect benefit from the making of and/or the availability of the Loan;

NOW, THEREFORE, in consideration of the premises and to induce the Bank to enter into the Credit Agreement and to induce the Bank to make the Loan to the Borrower under the Credit Agreement, the Subsidiary Guarantors hereby agree with the Bank as follows:

1.

Defined Terms. a)Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

(b)

As used herein, “Obligations” means the collective reference to the unpaid principal of and interest on the Loan and all other obligations and liabilities of the Borrower to the Bank (including, without limitation, interest accruing at the then applicable rate provided in the Credit Agreement after the maturity of the Loan, the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter incurred, which may arise under, out of, or in connection with, the Credit Agreement, the Note, any other Loan Document or document made, delivered or given in connection with any Loan Document, whether on account of principal, interest, fees, indemnities, costs, expenses or otherwise and whether pre-judgment or post-judgment (including, without limitation, all fees and disbursements of counsel to the Bank that are required to be paid by the Borrower pursuant to the terms of the Credit Agreement or any other Loan Document and including all such amounts that would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code, 11 U.S.C §362(a), and the operation of Sections 502(b) and 506(b) of the United States Bankruptcy Code, 11 U.S.C §502(b) and 506(b), and , in each case, laws of similar application in any other jurisdiction).

524

(c)

The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Subsidiary Guarantee shall refer to this Subsidiary Guarantee as a whole and not to any particular provision of this Subsidiary Guarantee, and section references are to this Subsidiary Guarantee 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.

2.

Subsidiary Guarantee. b)Subject to the provisions of Section 2(b), each Subsidiary Guarantor hereby, jointly and severally, absolutely, unconditionally and irrevocably, guarantees to the Bank and its successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations.

(b)

The liability of any Subsidiary Guarantor hereunder shall be limited to the maximum amount which such Subsidiary Guarantor may guaranty without rendering the obligations of such Subsidiary Guarantor hereunder void or voidable under any fraudulent conveyance, fraudulent transfer or other applicable law; provided, that the application of such limitation in any specific case (in respect of the obligations of any Subsidiary Guarantor) shall not restrict or limit the ability of the Bank to claim in full all amounts due under this Subsidiary Guarantee in respect of the obligations of any other Subsidiary Guarantor where there is no law, rule or regulation which limits the amount of financial assistance that a Subsidiary Guarantor is permitted to provide, or where there is an applicable exception to any limitation on the amount of financial assistance which a Subsidiary Guarantor is permitted to provide.

(c)

Each Subsidiary Guarantor further agrees to pay to the Bank any and all expenses (whether pre-judgment or post-judgment and including, without limitation, all fees and disbursements of counsel) which may be paid or incurred by the Bank in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, any Subsidiary Guarantor under this Subsidiary Guarantee.  This Subsidiary Guarantee shall remain in full force and effect until the Obligations are paid in full in cash and the Commitment is terminated notwithstanding that from time to time prior thereto the Borrower may be free from any Obligations.

(d)

Each Subsidiary Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing this Subsidiary Guarantee or affecting the rights and remedies of the Bank hereunder.

(e)

No payment or payments made by the Borrower, Kimco, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Bank from the Borrower, Kimco, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment or payments other than payments made by such Subsidiary Guarantor in respect of the Obligations or payments received or collected from such Subsidiary Guarantor in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such Subsidiary Guarantor hereunder until the Obligations are paid in full in cash and the Commitment is terminated.

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(f)

Each Subsidiary Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Bank on account of its liability hereunder, it will notify the Bank in writing that such payment is made under this Subsidiary Guarantee for such purpose.  

(g)

This Subsidiary Guarantee constitutes a guarantee of payment when due and not of collection, and each Subsidiary Guarantor specifically agrees that it shall not be necessary or required that the Bank exercise any right, assert any claim or demand or enforce any remedy whatsoever against the Borrower or any other Person before or as a condition to the obligations of such Subsidiary Guarantor hereunder.

3.

Right of Contribution.  Each Subsidiary Guarantor hereby agrees that to the extent that a Subsidiary Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Subsidiary Guarantor shall be entitled to seek and receive contribution from and against any other Subsidiary Guarantor hereunder who has not paid its proportionate share of such payment.  Each Subsidiary Guarantor’s right of contribution shall be subject to the terms and conditions of Section 5 hereof.  The provisions of this Section 3 shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Bank, and each Subsidiary Guarantor shall remain liable to the Bank for the full amount guaranteed by such Subsidiary Guarantor hereunder.

4.

Right of Set-off.  If an Event of Default shall have occurred and be continuing, the Bank is hereby authorized, without notice to such Subsidiary Guarantor or any other Subsidiary Guarantor, any such notice being expressly waived by each Subsidiary Guarantor, to set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, 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 the Bank to or for the credit or the account of such Subsidiary Guarantor, or any part thereof, in such amounts as the Bank may elect, against and on account of the obligations and liabilities of such Subsidiary Guarantor to the Bank hereunder and claims of every nature and description of the Bank against such Subsidiary Guarantor, in any currency, whe ther arising hereunder, under the Credit Agreement, the Note, any other Loan Document or otherwise, as the Bank may elect, whether or not the Bank has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured.  The Bank shall notify such Subsidiary Guarantor promptly of any such set-off and the application made by the Bank, provided, that the failure to give such notice shall not affect the validity of such set-off and application.  The rights of the Bank under this Section 4 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Bank may have.

5.

No Subrogation.  Notwithstanding any payment or payments made by any of the Subsidiary Guarantors hereunder or any set-off or application of funds of any of the Subsidiary Guarantors by the Bank, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Bank against the Borrower, Kimco or any other Subsidiary Guarantor or guarantee or right of offset held by the Bank for the payment of the Obligations, nor shall any Subsidiary Guarantor seek (including by taking any action or commencing any proceeding against any Obligor or any Obligor's successors and assigns, whether in connection with a bankruptcy proceeding or otherwise) or be entitled to seek any contribution or reimbursement from the Borrower, Kimco, any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder until all amounts owing to the Bank by the Borrower on account of the Obligations are paid in full in cash and the Commitment is terminated.  If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights or rights of contribution or reimbursement at any time when all of the Obligations shall not have been paid in full in cash, such amount shall be held by such Subsidiary Guarantor in trust for the Bank, shall be segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary

526

Guarantor, be turned over to the Bank in the exact form received by such Subsidiary Guarantor (duly endorsed by such Subsidiary Guarantor to the Bank, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Bank may determine.  

6.

Amendments, etc. with respect to the Obligations; Waiver of Rights.  Each Subsidiary Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any such Subsidiary Guarantor and without notice to or further assent by any such Subsidiary Guarantor, any demand for payment of any of the Obligations made by the Bank may be rescinded by the Bank and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Bank, and the Credit Agreement, the Notes and the other Loan Documents and any other documents executed and delivered in connection with the Loan Documents may be amended, modified, supplemented or t erminated, in whole or in part, as the Bank may deem advisable from time to time, and any guarantee or right of offset at any time held by the Bank for the payment of the Obligations may be sold, exchanged, waived, surrendered or released.  When making any demand hereunder against any of the Subsidiary Guarantors, the Bank may, but shall be under no obligation to, make a similar demand on the Borrower, Kimco, any other Subsidiary Guarantor or guarantor, and any failure by the Bank to make any such demand or to collect any payments from the Borrower, Kimco, any such other Subsidiary Guarantor or guarantor or any release of the Borrower, Kimco, any other Subsidiary Guarantor or guarantor  shall not relieve any of the Subsidiary Guarantors in respect of which a demand or collection is not made or any of the Subsidiary Guarantors not so released of their joint and several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Bank against any of the Subsidiary Guarantors.  For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.

7.

Guarantee Absolute and Unconditional.  Each Subsidiary Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Bank upon this Subsidiary Guarantee or acceptance of this Subsidiary Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Subsidiary Guarantee; and all dealings between the Borrower or Kimco and any of the Subsidiary Guarantors, on the one hand, and the Bank, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Subsidiary Guarantee.  Each Subsidiary Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower, Kimco or any of the other Subsidiary Guarantors or any other n otice with respect to the Obligations.  Furthermore, each Subsidiary Guarantor unconditionally and irrevocably waives, to the fullest extent permitted by law, any right (and any benefits of orden, excusión y división), to which it may be entitled, to the extent applicable, under Articles 2813, 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2824, 2826, 2827, 2830, 2835, 2836, 2837, 2838, 2839, 2840, 2842, 2844, 2845, 2846, 2847, 2848, and 2849 of the Federal Civil Code (Código Civil Federal) and the corresponding provisions of the Civil Codes of the States of Mexico and the Federal District.  Each Subsidiary Guarantor understands and agrees that this Subsidiary Guarantee shall be construed as a joint and several, continuing, absolute, irrevocable and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Note or any other Loan Document, any of the Obligations or guarantee or ri ght of offset with respect thereto at any time or from time to time held by the Bank, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower, Kimco, any Subsidiary Guarantor or other Person in respect of any of the Obligations against the Bank, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower, Kimco, such Subsidiary Guarantor or other Person) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Obligations, or of

527

such Subsidiary Guarantor under this Subsidiary Guarantee, in bankruptcy or in any other instance.  When pursuing its rights and remedies hereunder against any Subsidiary Guarantor, the Bank may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any other Person or against any guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Bank to pursue such other rights or remedies or to collect any payments from the Borrower or any such other Person or to realize upon any such guarantee or to exercise any such right of offset, or any release of the Borrower or any such other Person or any guarantee or right of offset, shall not relieve such Subsidiary Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Bank against such Subsidiary Guarantor.  This Subsidiary Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Subsidiary Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Bank, and its successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Kimco under the Credit Agreement and each Subsidiary Guarantor under this Subsidiary Guarantee shall have been satisfied by payment in full in cash and the Commitment is terminated, notwithstanding that, from time to time during the term of the Credit Agreement, the Borrower may be free from any Obligations.

8.

Reinstatement.  Notwithstanding anything to the contrary in this Subsidiary Guarantee, this Subsidiary Guarantee shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the Bank for any reason, including upon the insolvency, bankruptcy, dissolution, liquidation or reorganization or similar event of the Borrower, Kimco or any Subsidiary Guarantor, or upon, or as a result of, the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower, Kimco or any Subsidiary Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made.

9.

Payments.  Each Subsidiary Guarantor hereby guarantees that payments hereunder will be paid to the Bank in the currency of the applicable Obligation, at the office of the Bank set forth in Section 10.4 of the Credit Agreement or to such other office as the Bank may hereafter specify by notice to such Subsidiary Guarantor, without set-off or counterclaim or other defense, in accordance with Section 10.3 of the Credit Agreement.  Each Subsidiary Guarantor hereby agrees to (i) comply with and be bound by the provisions of Section 10.3 of the Credit Agreement in respect of all payments hereunder; and (ii) that the provisions of Section 10.3 are incorporated into and made a part of this Subsidiary Guarantee by this reference as if as set forth herein; provided, that the references to “Borrower” in such sections shall be deemed references to each Subsidiary Guarantor or the Subsidiary Guarantors and reference to this Agreement shall be deemed to be references to this Subsidiary Guarantee.

10.

Representations and Warranties; Covenants. c)Each Subsidiary Guarantor hereby represents and warrants that (i) the Baseline Representations and Warranties in respect of itself and its Properties are true and correct in all material respects on and as of the Effective Date and the Closing Date and each of the other Baseline Conditions relating to itself are satisfied in all material respects as of the Closing Date; and (ii) it is a Wholly Owned Subsidiary.  For the purposes of this clause (a), each reference to the Borrower's knowledge in any representation or warranty cited shall be deemed to be a reference to the applicable Subsidiary Guarantor’s knowledge.

(d)

Each Subsidiary Guarantor hereby covenants and agrees with the Bank that, from and after the date of this Subsidiary Guarantee until the Obligations are paid in full in cash and the Commitment is terminated, such Subsidiary Guarantor (i) shall take, or shall refrain from taking, as the case may be, all actions that are necessary to be taken or not taken so that no violation of any provision, covenant or agreement contained in Articles V or VI or Section 10.20(c) of the Credit Agreement, and so that no Default or Event of Default, is caused by any act or failure to act of such Subsidiary Guarantor or any of its Subsidiaries.

528

11.

Notices.  All notices, requests and demands pursuant hereto shall be made in accordance with Section 10.4 of the Credit Agreement, provided, that any such notice, request or demand to or upon any Subsidiary Guarantor shall be addressed to such Subsidiary Guarantor at the notice address set forth under its signature below.

12.

Additional Subsidiary Guarantors.  Upon the election of Kimco and in accordance with Section 10.20(a) of the Credit Agreement, any Wholly-Owned Subsidiary of Kimco may become a party hereto and a "Subsidiary Guarantor" hereunder with the same force and effect as if it were originally a party to this Subsidiary Guarantee and named as a “Subsidiary Guarantor” hereunder upon the execution and delivery of a guarantee supplement in the form of Annex I hereto, and no consent of any other Subsidiary Guarantor hereunder shall be required in connection therewith.  The rights and obligations of each Subsidiary Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Guarantor as a party to this Subsidiary Guarantee.

13.

Counterparts.  This Subsidiary Guarantee may be executed by one or more of the Subsidiary Guarantors 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 counterparts of this Subsidiary Guarantee signed by all the Subsidiary Guarantors shall be lodged with the Bank.  Delivery of an executed counterpart of a signature page of this Subsidiary Guarantee 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 Subsidiary Guarantee.

14.

Severability.  Any provision of this Subsidiary Guarantee 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.

15.

Integration.  This Subsidiary Guarantee represents the entire agreement between the Bank and each Subsidiary Guarantor with respect to the subject matter hereof and there are no promises or representations by the Bank relative to the subject matter hereof not reflected herein.

16.

Amendments in Writing; No Novation; No Waiver; Cumulative Remedies. d)  None of the terms or provisions of this Subsidiary Guarantee may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the affected Subsidiary Guarantor(s) and the Bank in accordance with Section 10.1 of the Credit Agreement.

(b)

The Bank shall not by any act (except by a written instrument pursuant to Section 16(a) hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default or in any breach of any of the terms and conditions hereof.  No failure to exercise, nor any delay in exercising, on the part of the Bank, any right, power or privilege hereunder shall operate as a waiver thereof.  No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  A waiver by the Bank of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Bank would otherwise have on any future occasion.

529

(c)

The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

17.

Section Headings.  The section headings used in this Subsidiary Guarantee are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

18.

Successors and Assigns.  This Subsidiary Guarantee shall be binding upon the successors and assigns of each Subsidiary Guarantor and shall inure to the benefit of the Bank and its successors and assigns.  Notwithstanding the foregoing, no Subsidiary Guarantor may assign, transfer or delegate any of its rights or obligations under this Subsidiary Guarantee without the prior written consent of the Bank, and any assignment or transfer without such consent shall be null and void.

19.

Governing Law.  This Subsidiary Guarantee and any dispute, suit, action or proceeding between the parties relating to the formation, interpretation or performance of this Subsidiary Guarantee, the rights or liabilities of the parties or any matter arising out of or connected with this Subsidiary Guarantee, whether contractual or not, shall be governed by, and construed in accordance with the laws of the State of New York, excluding the choice-of-law principles (other than Section 5-1401 of the New York General Obligations Law).

20.

Submission To Jurisdiction; Waivers.  Each Subsidiary Guarantor hereby irrevocably and unconditionally:

(a)

submits for itself and its property in any legal action or proceeding relating to this Subsidiary Guarantee and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the 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;

(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, at its address set forth under its signature below;

(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 referred to in this Section 20 any special, exemplary, punitive or consequential damages.

21.

WAIVERS OF JURY TRIAL.  EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

[Execution Pages Follow]

530

IN WITNESS WHEREOF, each of the undersigned has caused this Subsidiary Guarantee to be duly executed and delivered by its duly authorized officer as of the day and year first above written.

KIMCO NORTH TRUST I By: ___________________________________ Name: Title: By: ___________________________________ Name: Title:	KIMCO NORTH TRUST II By: ___________________________________ Name: Title:
KIMCO NORTH TRUST III By: ___________________________________ Name: Title:	KIMCO NORTH LOAN TRUST IV By: ___________________________________ Name: Title:
KIMCO NORTH TRUST V By: ___________________________________ Name: Title:	KIMCO NORTH TRUST VI By: ___________________________________ Name: Title:
	Address for Notices for all Subsidiary Guarantors:
	c/o Kimco Realty Corporation 3333 New Hyde Park Road, Suite 100 New Hyde Park, NY 11042 Attn:  Glenn G. Cohen Tel:   (516) 869-9000 Fax:  (516) 869-2572

531

ANNEX I to
the Subsidiary Guarantee

SUPPLEMENT NO. __ TO SUBSIDIARY GUARANTEE

THIS SUPPLEMENT NO. ___, dated as of ____________, ____ (this “Supplement”), is to the Subsidiary Guarantee, dated as of March 3, 2008 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Subsidiary Guarantee”), among the Subsidiary Guarantors (such capitalized term, and other terms used in this Supplement, to have the meanings set forth in Section  I of the Subsidiary Guarantee) from time to time party thereto, in favor of SCOTIABANK INVERLAT, SOCIEDAD ANóNIMA, INSTITUCIóN DE BANCA MúLTIPLE, GRUPO FINANCIERO SCOTIABANK INVERLAT, as lender (the “Bank”).

W I T N E S S E T H:

WHEREAS, pursuant to the provisions of Section 12 of the Subsidiary Guarantee, each of the undersigned is becoming a Subsidiary Guarantor under the Subsidiary Guarantee; and

WHEREAS, each of the undersigned expects to derive benefits, directly or indirectly, in return for undertaking its respective obligations under the Loan Documents, both individually and as members of the integrated group with the Borrower and Kimco;

NOW, THEREFORE, in consideration of the premises, and for other consideration (the receipt and sufficiency of which is hereby acknowledged), each of the undersigned agrees, for the benefit of the Bank, as follows.

(A)Party to Subsidiary Guarantee, etc.  In accordance with the terms of the Subsidiary Guarantee, by its signature below, each of the undersigned hereby irrevocably agrees to become a Subsidiary Guarantor under the Subsidiary Guarantee with the same force and effect as if it were an original signatory thereto and each of the undersigned hereby agrees to be bound by and comply with all of the terms and provisions of the Subsidiary Guarantee applicable to it as a Subsidiary Guarantor.  In furtherance of the foregoing, each reference to a “Subsidiary Guarantor” and/or “Subsidiary Guarantors” in the Subsidiary Guarantee shall be deemed to include each of the undersigned.

(B)Representations.  Each of the undersigned hereby represents and warrants that (i) this Supplement has been duly authorized, executed and delivered by it and that this Supplement and the Subsidiary Guarantee constitute the legal, valid and binding obligation of each of the undersigned, enforceable against it in accordance with its terms (ii) each of Baseline Representations and Warranties in respect of itself are true and correct in all material respects on and as of the date hereof and each of the other Baseline Conditions relating to it are satisfied in all material respects as of the date hereof and (iii) it is a Wholly Owned Subsidiary.

(C)Full Force of Subsidiary Guarantee.  Except as expressly supplemented hereby, the Subsidiary Guarantee shall remain in full force and effect in accordance with its terms.

(D)Severability.  Wherever possible each provision of this Supplement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Supplement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Supplement or the Subsidiary Guarantee.

532

(E)Indemnity; Fees and Expenses, etc.  Without limiting the provisions of any other Loan Document, each of the undersigned agrees to reimburse the Bank for its reasonable out-of-pocket expenses incurred in connection with this Supplement, including reasonable attorney’s fees and expenses of the Bank’s counsel.

(F)Governing Law, Entire Agreement, etc.  This Supplement and any dispute, suit, action or proceeding between the parties relating to the formation, interpretation or performance of this Supplement, the rights or liabilities of the parties or any matter arising out of or connected with this Supplement, whether contractual or not, shall be governed by, and construed in accordance with the laws of the State of New York, excluding the choice-of-law principles (other than Section 5-1401 of the New York General Obligations Law).  This Supplement constitutes the entire understanding among the parties hereto with respect to the subject matter thereof and supersede any prior agreements, written or oral, with respect thereto.  Furthermore, the parties her eby agree that Sections 20 and 21 of the Subsidiary Guarantee are incorporated mutatis mutandis to this Supplement.

(G)Counterparts.  This Supplement may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement.

533

IN WITNESS WHEREOF, each of the undersigned has caused this Supplement to be duly executed and delivered as of the date first above written.

[NAME OF ADDITIONAL SUBSIDIARY GUARANTOR]


By:_________________________________

     Name:

     Title:

SCOTIABANK INVERLAT, SOCIEDAD ANóNIMA, INSTITUCIóN DE BANCA MúLTIPLE, GRUPO FINANCIERO SCOTIABANK INVERLAT,
as Bank


By:

______________________________

Name:  

Title:  

534

EXHIBIT D

FORM OF COMPLIANCE CERTIFICATE

[SEE ATTACHED]

535

FORM OF

COMPLIANCE CERTIFICATE

[For the Fiscal Quarter ended

[For the Fiscal Year ended

	This Compliance Certificate is furnished pursuant to Section 5.2(a) of the Credit Agreement dated as of March 2, 2008 (the "Credit Agreement"), among KRC Mexico Acquisition, LLC, a limited liability company organized and existing under the laws of the State of Delaware, as borrower (“the Borrower”), Kimco Realty Corporation, a company organized and existing under the laws of the State of Maryland, as guarantor (“Kimco”) and Scotiabank Inverlat, Sociedad Anonima, Institucion de Banca Multiple, Grupo Financiero Scotiabank Inverlat as lender (“the Bank”).
	Unless otherwise defined herein, the terms used in this Compliance Certificate have the meanings ascribed thereto in the Credit Agreement.
	The undersigned Responsible Officer of the Borrowe and Kimco hereby certifies as follows:
	(1) The financial statements referred to in Section 5.1(a) or 5.1(b) or (c), as  the case may be, of the Credit Agreement which are delivered concurrently with the delivery of this Compliance Certificate are complete and correct in all material respects and have been prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by the accountants performing the audit in connection therewith or the undersigned Responsible Officer, as the case may be, and disclosed therein.)
	(2) The covenants listed below are calculated with respect to the period of two consecutive fiscal quarters of Kimco ended on the date set forth above.
	(Amounts presented in 000's except ratios)
1.	Total Indebtedness Ratio (Section 6.1(a))
	(a) Total Indebtedness: (without duplication of letter of credit obligations)
	(b) Gross Asset Value
	(i) Total EBITDA
	1. Consolidated  Net Income
	2. Adjustments to Consolidated Net Income:
	add back:
		A. Depreciation and Amortization
		B. Losses on extraordinary items
		C. Losses on operating real estate sales
		D. Losses on early extinguishment of debt
		E. Losses on impairments
		F. Losses on investments in marketable securities
		G. Provisions for income taxes
		H. EBITDA adjustment of Unconsolidated Entities
		I. Total interest expense
	and subtract:
		A. Gain on extraordinary items
		B. Gain  on operating real estate sales
		C. Gain on early extinguishment of debt
		D. Gain on impairments
		E. Gains on investments in marketable securities
		F. Benefits for income taxes
	Net Adjustments
	3. (i)       Total EBITDA  (after  giving effect to adjustments)
	(ii)      management fee income included in Total EBITDA
	(iii)     other income included in Total EBITDA not attributable to Properties
	(iv)     sum of (ii) and (iii)
	(v)      15% of Total EBITDA above
	(vi)     amount by which (iv) exceeds (v)
	(vii)    replacement reserve @ $.15 per square foot of gross leasable area
	(viii)   Straight lining adjustment

536

	(ix)     EBITDA  of the Noncontrolled Entities
	(x)      Income from mezzanine and mortgage loan receivables
	(xi)      Dividend and interest income from marketable securities
	(xii)     EBITDA of identified properties
	(xiii)    Total Adjusted EBITDA = (i) - (vi) - (vii) -(viii)- (ix)-(x)-(xi)- (xii)
	(xiv)     2 times the amount in (xiii) is Annualized Total Adjusted EBITDA
	(xv)      (xiv) divided by 0.075
	(xvi)    Unrestricted Cash and Cash Equivalents
	(xvii)    land and development projects at cost
	(xviii)   mezzanine and mortgage loan receivables, at lower of cost or market
	(xix)    [Reserved]
	(xx)     marketable securities valued as reflected on Kimco's consolidated financial statements
	(xxi)    investment and advances in Noncontrolled Entities
	(xxii)   Aggregate purchase price for each Identified Property
	(xxiii)  sum of (xv) plus (xvi) plus (xvii) plus (xviii) plus (xix) plus (xx) plus (xxi) plus (xxii), subject to the limitations below, is tentative "Gross Asset Value"
	Gross Asset Value
	40% of Gross Asset Value
	Sum of (xvii) plus (xviii) (other than mortgage loan receivables, at lower of cost or market) plus (xxi) limited to 40% of Gross Asset Value
	Adjustment so not more than 25% of Gross Asset Value is attributable to assets located outside United States or Entities not organized in and having principal offices in the United States
	Equals Gross Asset Value
	TOTAL INDEBTEDNESS RATIO  (a)/(b)
	Must be less than or equal to: 0.60 (or 0.65 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)
2.	Total Priority Indebtedness Ratio  (Section 6.1(b))
	(a) Total Priority Indebtedness
	(i)       Indebtedness of Kimco and Consolidated Entities secured by their respective assets
	(ii)     Unsecured third party Indebtedness of the Consolidated Entities other than Kimco or any Consolidated Entity (excluding any unsecured debt unconditionally guaranteed by Kimco)
	(iii)     sum of (i) plus (ii) is "Total Priority Indebtedness"
	(b) Gross Asset Value
	TOTAL PRIORITY INDEBTEDNESS RATIO (a)/(b):
	Must be less than or equal to:
3.	Minimum Unsecured Interest Coverage Ratio
	(a) Property NOI of Unencumbered Properties
	(i) Property NOI of Unencumbered Properties
	(v) Property Gross Revenues
	(w) Property Operating Expenses
	(x) management fee reserve of 3% of Property Gross Revenues
	(y) replacement reserve @ $.15 per square foot, per annum of GLA
	(z) (v) - (w) - (x) - (y) is " Unencumbered Property NOI"
	(b)  75% of management fee revenues in respect of properties owned by Noncontrolled Entities
	(c)  Dividends and interest on marketable securities
	(d)  Income from mezzanine and mortgage loan receivables
	(e)  (a) plus (b) plus (c) plus (d) is tentative Unencumbered Asset NOI

537

	Adjustment so not more than 25% of Unencumbered Asset NOI is attributable to assets located outside United States or Entities not organized in and having principal offices in the United States, management fee revenues earned in respect of properties owned by any Noncontrolled Entity, dividend and interest income from unencumbered mezzanine loan receivables
	(f)  Unencumbered Asset NOI
	(g)  Total Unsecured Interest Expense
	RATIO OF OF UNENCUMBERED ASSETS NOI TO TOTAL UNSECURED INTEREST EXPENSE (f)(g)
	Must be greater than or equal to: 1.75:1.00
4.	Fixed Charge Coverage Ratio (Section 6.1(d))
	(a) Total Adjusted EBITDA (from prior page)
	(b)  Income from mortgage loan receivables
	(c)  Dividend and interest income from marketable securities
	(d) Distributions for the non-controlled entities for full year
	(e) Distributions for the non-controlled entities for full year @ 50%
	(f) Distributions for the non-controlled entities for six month period
	(g) Distributions for the non-controlled entities for six month period is lesser of (e) or (f)
	(h)  EBITDA attributable to Identified Properties
	(i) Fixed Charge Total Adjusted EBITDA (a) plus (b) plus (c) plus (g) plus (h)
	(j) Total Debt Service
	(i)    Total Interest Expense
	(ii)   aggregate amount of scheduled payments on Indebtedness (excluding optional payments, balloon payments and annual installments)
	(iii)  Preferred stock dividends
	(iv)  Total of (i), (ii) and (iii)
	FIXED CHARGE COVERAGE RATIO: (i)/(j)
	Must be greater than or equal to: 1.50:1.00
	Limitation on Investments, Loans and Advances (Section 6.2 (b))
5.	Limitation on Investments loans and advances
	(a) Investments and advances to Noncontrolled Entities
	(b) Gross Asset Value for the last day of the two most recent consecutive fiscal quarter periods of the Borrower
	(c) 30% of Gross Asset Value
	(a) must be less than (c)
	(3) To the best of such Responsible Officer's knowledge, the Borrower and each other Loan Party has, during the period referred to above, observed or performed all of its covenants and other agreements, and satisfied every condition contained in the Credit Agreement and the other  Loan Documents to which it is a party to be observed, performed or satisfied by it, and as of the date hereof such Responsible Officer has obtained no knowledge of any Default or Event of Default except as follows: NONE.
	IN WITNESS WHEREOF, I have hereto set my name.
		Title: Vice President-Treasurer

538

EXHIBIT E-1

FORM OF

OFFICER'S CERTIFICATE

OF

KRC MEXICO ACQUISITION, LLC.

Pursuant to Section 4.1(d) of the Credit Agreement, dated as of March 3, 2008 (the “Credit Agreement;” terms defined therein being used herein as therein defined), among KRC Mexico Acquisition, LLC, a limited liability company organized and existing under the laws of the State of Delaware, as borrower (the “Borrower”), Kimco Realty Corporation, a corporation organized and existing under the laws of the State of Maryland, as guarantor (“Kimco”) and Scotiabank Inverlat, Sociedad Anónima, Institución de Banca Múltiple, Grupo Financiero Scotiabank Inverlat, as lender (the “Bank”):

The undersigned Vice-President and Treasurer of KRC Latin America GP Corporation, a corporation organized and existing under the laws of the State of Delaware (the “General Partner”), which is the general partner of KRC Latin American Holdings, LP, a limited partnership organized and existing under the laws of the Province of Quebec, Canada (the “Sole Member”), which is the sole member of the Borrower, hereby certifies as follows on behalf of the Borrower:

1.

Each of the conditions set forth in Section 4.1 of the Credit Agreement have been satisfied;

2.

No consent, approval or waiver is required for the execution, delivery and performance by the Borrower of the Loan Documents to which it is a party;

3.

Each of the representations and warranties of the Borrower set forth in the Credit Agreement are true and correct in all material respects on and as of the Effective Date and shall be true and correct in all material respects on and as of the Closing Date;

4.

No Default or Event of Default has occurred and is continuing as of the Effective Date or shall occur or be continuing on the Closing Date or shall occur upon, and as a result of, the giving effect to the making of the Loan by the Bank on the Closing Date;

5.

Kathleen M. Gazerro is the duly elected and qualified Assistant Secretary of the General Partner and the signature set forth for such officer below is such officer’s true and genuine signature;

6.

Neither the Borrower nor the Sole Member has any duly elected and qualified officers.

and the undersigned Assistant Secretary of the General Partner hereby certifies as follows:

7.

No action has been taken nor have any other steps been taken or legal proceedings been started or, to my knowledge, nor are any legal proceedings threatened against any of the General Partner, the Sole Member or the Borrower for its winding-up, dissolution, administration or re-organization or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer for any or all of its respective assets or revenues;

539

8.

The General Partner is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware; the Sole Member is a limited partnership duly formed, validly existing and in good standing under the laws of the Province of Quebec, Canada; and Borrower is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware;

9.

Attached hereto as Annex 1 is a correct and complete copy of the resolutions duly adopted by the Board of Directors of the General Partner on __________, 2008 (the “Resolutions”) authorizing (i) the execution, delivery and performance of the Loan Documents to which the Borrower is a party and (ii) the transactions (including the obtaining of the extension of credit under the Credit Agreement) contemplated by the Loan Documents to which the Borrower is a party; such Resolutions have not in any way been amended, modified, revoked or rescinded and have been in full force and effect since their adoption to and including the date hereof and are now in full force and effect; and such Resolutions are the only proceeding required and now in force relating to or affecting the matters referred to therein; attached hereto as Annex 2 is a correct and complete copy of the Limited Liability Company Agreement of the Borrower as in effect on the date hereof and on the date immediately prior to the date that the Resolutions were adopted, and such Limited Liability Company Agreement has not been amended, repealed, modified or restated; attached hereto as Annex 3 is a correct and complete copy of the Certificate of Formation of the Borrower as in effect on the date hereof and on the date immediately prior to the date that the Resolutions were adopted, and such certificate has not been amended, repealed, modified or restated; attached hereto as Annex 4 is a correct and complete copy of the Limited Partnership Agreement of the Sole Member as in effect on the date hereof and on the date immediately prior to the date that the Resolutions were adopted, and such Limited Partnership Agreement has not been amended, repealed, modified or restated; attached hereto as Annex 5 is a correct and complete copy of the Declaration d’immatriculation of the Sole Member as in effect on the date hereof and on the date immediately prior to the date that the Resolutions were adopted, and such Declaration d’immatriculation has not been amended, repealed, modified or restated; attached hereto as Annex 6 is a correct and complete copy of the By-laws of the General Partner as in effect on the date hereof and on the date immediately prior to the date that the Resolutions were adopted, and such By-laws have not been amended, repealed, modified or restated; attached hereto as Annex 7 is a correct and complete copy of the Certificate of Incorporation of the General Partner as in effect on the date hereof and on the date immediately prior to the date that the Resolutions were adopted, and such certificate has not been amended, repealed, modified or restated; attached hereto as Annex 8 is a correct and complete copy of the Assignment and Assumption of Membership Interest evidencing the transfer of one hundred percent (100%) of the membership interests in the Borrower from Kimco Latin Ameri ca Corporation, a Delaware corporation, to the Sole Member and attached hereto as Annex 9 is a filed-stamped copy of the Certificate of Merger filed with the State of Delaware evidencing the merger of KRC Mexico Acquisition Corporation with and into the Borrower.

10.

The following persons are now duly elected and qualified officers of the General Partner holding the offices indicated next to their respective names below, and the signatures appearing opposite their respective names below are the true and genuine signatures of such officers, and each of such officers is duly authorized to execute and deliver, on behalf of the General Partner, as the general partner of the Sole Member, and on behalf of the Sole Member, as the sole member of the Borrower, each of the Loan Documents to which the Borrower is a party, and each of such officers is duly authorized to execute and deliver on behalf of the General Partner, as the general partner of the Sole Member, and on behalf of the Sole Member, as the sole member of the Borrower, any certificate or other document to be delivered by the Borrower pursuant to the Loan Documents to which the Borrower is a party:

540

Name	Office	Signature
Glenn G. Cohen	Vice President & Treasurer	__________________________
Kathleen M. Gazerro	Assistant Secretary	__________________________

541

IN WITNESS WHEREOF, the undersigned have hereunto set our names as of the date set forth below.

KRC MEXICO ACQUISITION, LLC

By: KRC Latin American Holdings, LP, its sole member
By: KRC Latin America GP Corporation, its general partner

By:

Name: Glenn G. Cohen
Title: Vice-President & Treasurer

_________________________________

Name: Kathleen M. Gazerro

Title:   Assistant Secretary of KRC Latin America GP Corporation

Date:

March ____, 2008

542

Annex 1

To Borrower Closing Certificate

Resolutions

RESOLVED, that KRC Mexico Acquisition, LLC, a limited liability company organized and existing under the laws of the State of Delaware (the "Borrower") shall enter into that certain MXP$1,000,000,000 Credit Agreement, dated as of March 3, 2008 (the “Credit Agreement;” terms defined therein being used herein as therein defined), among the Borrower, as borrower, Kimco Realty Corporation, a corporation organized and existing under the laws of the State of Maryland, as guarantor, and Scotiabank Inverlat, Sociedad Anónima, Institución de Banca Múltiple, Grupo Financiero Scotiabank Inverlat, as lender (the “Bank”) and shall contemplate the transactions contemplated thereby; and be it further

RESOLVED, that in furtherance of the foregoing, the President or any Vice President of KRC Latin America GP Corporation, a corporation organized and existing under the laws of the State of Delaware (the “General Partner”), which is the general partner of KRC Latin American Holdings, LP, a limited partnership organized and existing under the laws of the Province of Quebec, Canada (the “Sole Member”), which is the sole member of the Borrower be, and each of them hereby is, authorized on behalf of the Borrower to execute and deliver any and all documents, instruments, agreements and writings as are required in connection with the consummation of the aforesaid Credit Agreement; all and each of the foregoing to contain such additional terms and provisions as the officer executing the same shall approve; and the execution and delivery of any of the foregoing shall be concl usive evidence that the same has been authorized by this resolution; and be it further

RESOLVED, that the President or any Vice President of the General Partner be, and each of them hereby is, authorized on behalf of the Borrower to execute and deliver such further instruments, agreements or documents, and to perform such other acts, as in their, his or her judgment, may be necessary or appropriate in order to effectuate the consummation of the aforesaid Credit Agreement and the intent and purpose of the foregoing resolutions; the execution and delivery of any of such further instruments, agreements or documents, and the performance of any such other acts, shall be conclusive evidence that the same have been authorized hereby.

543

Annex 2

To Borrower Closing Certificate

Limited Liability Company Agreement of Borrower

[See Attached]

544

LIMITED LIABILITY COMPANY AGREEMENT

OF

KRC MEXICO ACQUISITION, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") of KRC MEXICO ACQUISITION, LLC, a Delaware limited liability company (the "Company"), is adopted as of December 20, 2007 (the "Effective Date"), by KIMCO LATIN AMERICA CORPORATION, a Delaware corporation (the "Sole Member").

BACKGROUND INFORMATION

The Sole Member wishes to establish the Company as a limited liability company under the Act. The Sole Member is the sole member of the Company and wishes to adopt this instrument as the limited liability company agreement of the Company.

1.

DEFINITIONS

1.1

Definitions. As used herein, the following terms shall have the following meanings (such meanings to be applicable to both the singular and plural form of the terms defined):

1.1.1     "Act" means the Delaware Limited Liability Company Act, as amended from time to time (and any corresponding provisions of succeeding law).

1.1.2     "Agreement" means this Agreement, as amended, modified, supplemented or restated and in effect from time to time.

1.1.3     "Company" means KRC Mexico Acquisition, LLC, a Delaware limited liability company formed by the Sole Member pursuant to the Act and this Agreement.

1.1.4    "Dissolution Event" is defined in Section 6.1,

1.1.5     "Distributable Cash" means, as of any date, the portion of the Company's cash on hand as or such date that the Sole Member determines from time to time to be available for distribution.

1.1.6     "Effective Date" means the date first above written on which this Limited Liability Company Agreement was adopted.

1.1.7     "Sole Member" means the sole member of the Company at any given time. Initially, Kimco Latin America Corporation, a Delaware corporation, is the Sole Member.

1.2       Interpretation of Certain Terms. Words such as "herein", "hereinafter", "hereof', "hereto" and "hereunder" refer to this Agreement as a whole, including any and all exhibits, schedules and annexes hereto, unless the context otherwise requires.

1.3

Construction of the Term "lncluding". The terms "include" and "including" shall be construed as if followed by the phrase "without limitation".

1.4

Other Terms. All terms used in this Agreement which are not defined in this Article I shall have the meanings set forth elsewhere in this Agreement.

1.5         Schedules. Exhibits and Annexes. All schedules, exhibits and annexes, if any, annexed or attached to this Agreement are expressly incorporated into and made a part of this Agreement.

1.6         Terminology. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders; the singular shall include the plural; and the plural shall include the singular. Titles of Articles, Sections, Subsections and Paragraphs in this Agreement are for convenience only, and neither limit nor amplify the provisions of this Agreement, and all references in this Agreement to Articles, Sections, Subsections or Paragraphs shall refer to the corresponding Article, Section, Subsection or Paragraph of this Agreement unless specific reference is made to the articles, sections, subsections or other subdivisions of another document or instrument.

2.

FORMATION

2.1

Formation. The Company was formed on November 14, 2007, by filing a certificate of formation with the Delaware Secretary of State.

545

2.2       Purpose. The purpose of the Company shall be the performance of any lawful activity in the United States of America or in the Mexican United States ("Mexico") as permitted by law in each jurisdiction, including but not limited: (i) to directly or indirectly (by means of a trust agreement or any freehold estate, interest or tenancy) own, purchase, sell, encumber, assign, securitize, construct, develop, manage and lease real estate in any part of Mexico; and (ii) to engage in any other lawful activities that are incidental, necessary or appropriate to the foregoing under the Act or under the law applicable in the jurisdiction where the Company is conducting its business.

The Company shall not engage in any other business activity except as provided in the prior sentence.

2.3

Name. The name of the Company shall be KRC Mexico Acquisition, LLC.

2.4

Registered Agent and Registered Office. The registered office of the Company shall be located at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The initial registered agent for service of process at the registered office of the Company in Delaware shall be The Corporation Trust Company.

2.5

Term. The term of this Agreement shall be perpetual, unless otherwise terminated pursuant to the terms of this Agreement.

3.

MANAGEMENT AND RELATED MA TIERS

3.1

Authority of the Sole Member. All matters relating to the business or affairs of the Company shall be determined by the Sole Member.

3.2        Records and Information. The Company shall maintain accurate books and records showing the Company's receipts and expenditures, assets and liabilities, and profits and losses, all in accordance with sound accepted accounting principles applicable to commercial real estate, consistently applied, and as required by the Sole Member from time to time. The Company shall produce such reports as the Sole Member shall request from time to time.

3.3      Indemnification. The Company shall indemnify the Company's officers, employees and agents to the same extent that the Company would have the power to indemnify each such person if the Company were a corporation incorporated under the laws of the State of Delaware and each such person were a director of such corporation.

3.4

Company Power.

3.4 1   The Company may not do any of the following:

A.

take any action that might cause the Company to become insolvent;

B.

permit the addition of any other member in the Company;

C.

enter into any transactions with any Affiliate (as defined below) except if such transaction is on an arm's length basis and on commercially reasonable terms. "Affiliate" shall mean a person or entity that directly or indirectly, through one or more intermediaries, has voting control or has its voting controlled by, or is under common voting control with, the person or entity specified.

4.

FINANCIAL MATTERS

4.1       Capital Contributions. From time to time after the Effective Date, the Sole Member shall contribute such cash and other assets to the capital of the Company as the Sole Member determines to be appropriate.

4.2        Tax Matters. All matters relating to the taxation of the Company shall be treated as appropriate under applicable law for an entity that is a limited liability company having a single member.

4.3

Distributions.

4.3.1     Distributions. Distributable Cash shall be distributed to the Sole Member at such times, and in such amounts, as the Sole Member shall determine from time to time.

4.3.2     Restrictions on Distributions. No distribution shall be made by the Company that is prohibited by Section 18-607 of the Act.

546

5.

MEMBERS

The Company shall indemnify the Sole Member and hold the Sole Member wholly harmless from and against any and all debts, obligations, and liabilities of the Company, if any, to which the Sole Member becomes subject by reason of being a member of the Company, whether arising in contract, tort or otherwise; provided, however, that the indemnification obligation of the Company under this Section shall be paid only from the assets of the Company, and no member of the Company shall have any personal obligation, or any obligation to make any contribution to the capital of the Company, with respect thereto.

6.

DISSOLUTION

6.1        Dissolution Event. The Company shall dissolve and commence winding up and liquidating upon, and only upon, the determination of the Sole Member that the Company shall be dissolved ("Dissolution Event").

6.2       Winding Up. Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and members. Subject to the further provisions of this Section 6.2, the assets of the Company shall be liquidated to the extent determined to be appropriate by the Sale Member, and the proceeds thereof, together with such assets as the Sole Member determine to distribute in kind shall be applied and distributed in the following order:

6.2.1   First, to creditors, including the Sole Member to the extent it is a creditor, in satisfaction of liabilities of the Company (whether by payment or by making of reasonable provision for payment) other than liabilities for distributions to the Sole Member; and

6.2.2   The balance, if any, to the Sole Member.

6.3      Certificate of Cancellation. Upon the dissolution and the completion of winding up of the Company, the Sole Member shall promptly execute and cause to be filed a certificate of cancellation in accordance with the Act and appropriate instruments under the laws of any other states or jurisdictions in which the Company has engaged in business. Upon such certificate of cancellation becoming effective, the Company shall be terminated.

7.

MISCELLANEOUS

7.1        Severability. Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegally or invalidity shall not affect the validity or legality of the remainder of this Agreement.

7.2

Governing Law. The laws of the State of Delaware shall govern the validity of this Agreement and the construction of its terms.

IN WITNESS WHEREOF, the Sole Member has executed and delivered this Agreement as of the Effective Date.

KIMCO LATIN AMERlCA CORPORATION, a Delware corporation, Sole Member

By:

/s/ Bruce M. Kauderer

Name:

BRUCE M. KAUDERER

Title:

Vice President

547

Annex 3

To Borrower Closing Certificate

Certificate of Formation of Borrower

[See Attached]

548

Delaware

The First State

I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF "KRC MEXICO ACQUISITION, LLC", FILED IN THIS OFFICE ON THE FOURTEENTH DAY OF NOVEMBER, A.D. 2007, AT 11:28 O'CLOCK P.M. 4457908 8100

[SEAL]

/S/ Harriet Smith Windsor

Harriet Smith Windsor, Secretary of State

AUTHENTICATION: 6161703

DATE: 11-15-07

549

State of Delaware Secretary of State

Division of Corporations

Delivered 11:28PM 11/14/2007

Filed 11:28 PM  11/14/2007

SRV 071224590 - 4457908 FILE

CERTIFICATE OF FORMATION OF

KRC MEXICO ACQUISITION, LLC

the undersigned, for the purpose of forming a limited liability company pursuant to Section 18-201 of the Delaware Limited Liability Company Act, does hereby certify·

1.

Name. The name of the limited liability company Is KRC Mexico Acquisition. LLC.

2.

Registered Office and Registered 0ffice. The registered office of the limited liability company Shall be Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware. 19801. The name of its registered agent at that address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned, an authorized person of the limited liability company, has caused this Certificate of Formation of KRC Mexico Acquisition, LLC to be executed 85 of the 14'" day of November. 2007.

/s/ Bruce M. Kauderer

Bruce M. Kauderer, Authorized person

550

KRC MEXICO ACQUISITION CORPORATION

3333 NEW HYDE PARK ROAD

NEW HYDE PARK, NEW YORK 11042

KRC MEXICO ACQUISITION CORPORATION, a Delaware corporation. Incorporated under the laws of the State of Delaware. Hereby consents to the organization of KRC MEXICO ACQUISITION, LLC.

IN WITNESS WHEREOF, the said KRC MEXICO ACQUISITION CORPORATION has caused this consent to be executed by the Vice President, this 14th day of November, 2007.

/s/ Bruce M. Kauderer

Bruce M. Kauderer, Vice President

551

Annex 4

To Borrower Closing Certificate

Limited Partnership Agreement of Sole Member

[See Attached]

552

LIMITED PARTNERSHIP AGREEMENT entered into as of the 27lh day of November, 2007, in Montreal, Province of Quebec, Canada,

BETWEEN:	KIMEAST LATIN AMERICA, LLC, a corporation incorporated under the laws of Delaware, having its registered office at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801;
	(hereinafter referred to as "Kimeast")
	KIMCO LATIN AMERICA CORPORATION, a corporation incorporated under the laws of Delaware, having its registered office at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware) 19801;
	(hereinafter referred to as "KLAC")
	(Kimeast and KLAC being hereinafter collectively referred to as the "Limited Partners");
AND:	KRC LATIN AMERICA GP CORPORATION, a corporation incorporated under the laws of Delaware, having its registered office at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801;
	(hereinafter referred to as the "General Partner");
	(the General Partner and the Limited Partners are hereinafter collectively referred to as the "Partners").

WHEREAS the Partners desire to form a limited partnership (I he "Partnership") pursuant to the Jaws of the Province of Quebec;

\VB EREAS the business and activities of the Partnership shall include holding all of the interests of KRC Mexico Acquisition LLC and such other purposes as the Partners may agree upon from time to time (the "Purpose");

WHEREAS the Partners wish to form the Partnership as of the date hereof;

WHEREAS the Partners wish to set forth the terms and conditions of their relationship with each other and their respective rights and obligations in respect of the Partnership,

NOW THEREFORE THIS AGREEMENT WITNESSETH:

1.	Formation of Limited Partnership
1.1	The Partners agree to hereby constitute the Partnership in accordance with the laws of the Province of Quebec and the provisions of this Agreement.
2	Name and Principal Establishment
2.2	The name of the Partnership shall be "KRC Latin American Holdings L.P. I Placements d'Amerique Lantine KRC S.E.C." and its principal establishment shall be situated at 1501 McGill College Avenue, Suite 2600, Montreal, Quebec H3A 3N9.
3.	Business of the Partnership
3.1	The business purpose of the Partnership is the Purpose.
4.	Contributions of the Partners
4.1	The initial contribution to the Partnership of the General Partner is of $1 .00.
4.2	The initial contribution to the Partnership of Kimeast is of $5.00.
4.3	The initial contribution to the Partnership of KLAC is of $94.00.
5.	Interest of the Partners

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5.1	The respective interests of the Partners in the Partnership and, without limiting the generality of the foregoing, in the property and assets of the Partnership, are as follows:
	The General Partner: 1%
	Kimeast		5%
	KLAC		94%
5.2	Each Partner shall share in the income, gains, losses and deductions of the Partnership in accordance with its respective interest in the Partnership.
6.	Dissolution and Liquidation
6.1	The Partnership shall be dissolved upon the occurrence of any of the following events:
	(a)	any event which causes the dissolution of a Limited Partnership under the laws of the Province of Quebec; and
	(b)	the unanimous consent of the Partners to dissolve the Partnership.
7	Power of Attorney
7.1	The Limited Partners constitute and irrevocably appoint the General Partner, for the term of the Agreement, its lawful attorney with the authority to sign, file and register, and to delegate such authority to sign, file and register, the Agreement, as well us any other useful and necessary document to qualify the Partnership as a Limited Partnership, and any other document necessary in connection with the activities of the Partnership, in accordance with the terms of this Agreement.
7.2	In addition, the General Partner shall be authorized, in its capacity as lawful attorney, to sign, deposit and register all documents, and to delegate such authority to sign, deposit and register all documents, required to give effect to any amendment made to the Agreement or to reflect the dissolution of the Partnership, in accordance with the terms of the Agreement
8	Miscellaneous
8.1	This Agreement shall be governed and construed in accordance with the laws of the Province of Quebec and the Jaws of Canada applicable therein.
8.2	Each signed counterpart of this Agreement shall be considered to be an original and together they shall constitute one and the same agreement.
8.3	This Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their respective legal representatives and permitted successors and assigns.
8.4	The parties acknowledge that they have requested that this Agreement be drawn up in English. Les parties reconnaissent qu’elles ont exige cette convention soit redigee en anglais.

[signature page is next]

554

IN WITNESS WHEREOF, this Agreement is executed as of the day and year first above written.

KIMEAST LATIN AMERICA, LLC

By: Kimeast Real Estate Investment Trust

Per:                                                    

Name;  BRUCE M. KAUDERER

Title:  Vice President

KIMCO LATIN AMERICA CORPORATION

Per:                                                    

Name;  BRUCE M. KAUDERER

Title:  Vice President

KRC LATIN AMERICA GP CORPORATION

Per:                                                    

Name;  BRUCE M. KAUDERER

Title:  Vice President

555

Annex 5

To Borrower Closing Certificate

Declaration d’immatriculation of Sole Member

[See Attached]

556

557

558

559

Annex 6

To Borrower Closing Certificate

By-Laws of General Partner

[See Attached]

560

*****

STATEMENT OF

SOLE INCORPORATOR OF

KRC Latin America GP Corporation

*****

The certificate of incorporation of this corporation having been filed in the office of the Secretary of State, the undersigned, being the sole incorporator named in said certificate, does hereby state that the following actions were taken on this day for the purpose of organizing this corporation:

1.

By-laws for the regulation of the affairs of the corporation were adopted by the undersigned incorporator and were ordered inserted in the minute book immediately following the copy of the certificate of incorporation and before this instrument.

2.

Milton Cooper, David B. Henry and Michael J. Flynn have been nominated and elected as directors to hold office for the ensuing year and until the first annual meeting for the election of directors or until (his/their) successor is elected.

3.

Milton Cooper, David B. Henry and Michael J. Flynn, the first directors of the corporation, have been authorized, in their discretion, to issue the shares of the capital stock of the corporation to the full amount or number of shares authorized by the certificate of incorporation, in such amounts and for such consideration as from time to time he shall determine and as may be permitted by law.

Dated: November 14, 2007

/s/ Deborah Diaz

Deborah Diaz

Incorporator

561

"BY-LAWS"

KRC Latin America GP Corporation

OFFICES

Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. All meetings of the stockholders for the election of directors shall be held in the City of New Hyde Park, State of New York, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

The board of directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the General Corporation Law of Delaware. If so authorized, and subject to such guidelines and procedures as the board of directors may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication, participate in a meeting of stockholders and be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (i) the corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (ii) the corporation shall implement reasonable measures to provide such stockho lders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (iii) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the corporation.

Section 2. Annual meetings of stockholders, commencing with the year 2008 shall be held on the 1 sl Monday in August, if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3. Written notice of the annual meeting stating the place if any, date and hour of the meeting, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, shall be given to each stockholder entitled to vote at such meeting not less than five (5) nor more than ten (10) days before the date of the meeting.

Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stoc kholders of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

562

Section 6. Written notice of a special meeting stating the place if any, date and hour of the meeting, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and the purpose or purposes for which the meeting is called, shall be given not less than Five (5) nor more than Ten (10)days Notice for Special Meeting before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8. The holders of the majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present Dr represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a noti ce of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 10. Unless otherwise provided in the certificate of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

At all elections of directors of the corporation each stockholder having voting power shall be entitled to exercise the right of cumulative voting as provided in the certificate of incorporation.

Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Stockholders may, unless the certificate of incorporation otherwise provides, act by written consent to elect directors; provided, however, that if such consent is l ess than unanimous, such action by written consent may be in lieu of holding an annual meeting only if all of the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action.

A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder. or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes herein, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the corporation can determine (A) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and (8) the date on which such stockholder or proxyholder or authorized persons or persons transmitted such telegram, cablegram or other electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by tele gram, cablegram or electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered in accordance with Section 228 of the General Corporation Law of Delaware, to the corporation by delivery to its registered office in Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all such purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

ARTICLE III

DIRECTORS

Section 1. The number of directors which shall constitute the whole board shall be Three (3). The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

563

Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

Section 7. Special meetings of the board may be called by the president on Five (5) days' notice to each director, either personally or by mail or by facsimile communication; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.

Section 8. At all meetings of the board, majority of directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing or electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 10. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

Section 11. The board of directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

564

In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not the member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the General Corporation Law of Delaware to be submitted to stockholders for approval or (ii) adopting, amending or repealing any by-law of the corporation. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire board of directors may be removed. with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV

NOTICES

Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by facsimile telecommunication. Notice may also be given to stockholders by a form of electronic transmission in accordance with and subject to the provisions of Section 232 of the General Corporation Law of Delaware.

Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to notice or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

OFFICERS

Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by­laws otherwise provide.

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide.

Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

565

THE PRESIDENT

Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice­president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI

CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president, and by the treasurer- or an assistant treasurer, or the secretary or an assistant secretary of the corporation.

566

Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFER OF STOCK

Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares, such un certificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation.

FIXING RECORD DATE

Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

GENERAL PROVISIONS DIVIDENDS

Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ANNUAL STATEMENT

Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

567

CHECKS

Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

INDEMNIFICATION

Section 7. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII

AMENDMENTS

Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation, at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws.

568

Annex 7

To Borrower Closing Certificate

Certificate of Incorporation of General Partner

[See Attached]

569

Delaware

The First State

I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF "KRC LATIN AMERICA GP,CORPORATION", FILED IN THIS OFFICE ON THE FOURTEENTH DAY OF NOVEMBER, A.D. 2007, AT 6:17 O'CLOCK P.M.  A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS

[SEAL]

/S/ Harriet Smith Windsor

Harriet Smith Windsor, Secretary of State

AUTHENTICATION: 6161976

DATE: 11-15-07  

570

State of Delaware Secretary of State

Division of Corporations

Delivered 09:27PM 11/14/2007

Filed 06:17 PM  11/14/2007

SRV 071224610 - 4457619 FILE

CERTIFICATE OF INCORPORATION

OF

KRC LATIN AMERICA OP CORPORATION

1.

The name of the corporation is KRC Latin America GP Corporation.

2

The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3.

The nature of the business or purpose to be conducted or promoted is to engage in any lawful act of activity for which corporations may be organized under the General Corporation Law of Delaware.

4.

The total number of shares of stock which the corporation shall have authority to issue is one hundred (100); all of such shares shall be without par value.

5.

A director of the corporation shall not be perS01lally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (l) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Law, or (iv) for any transaction from which the director derived any improper personal benefit.

6.

The corporation is to have perpetual existence.

7.

Elections of directors need not be by written ballot unless the by-laws of the corporation shall provide.

Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation mal' be kept (subject to any provision contained in the statutC5) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation.

8.

The name and mailing address of the incorporator is:

Deborah Diaz

111 Eighth Avenue

New York, N.Y. 10011

9.

The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the Stale of Delaware, do make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hands this 14th day of November, 2007.

/s/ Deborah Diaz

Deborah Diaz

Incorporator

571

Annex 8

To Borrower Closing Certificate

Assignment and Assumption of Membership Interest

[See Attached]

572

ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTEREST

THIS AGREEMENT made as of this 28th day of February, 2008, by and between KlMCO LATIN AMERICA CORPORATION, a Delaware corporation, having an address at 3333 New Hyde Park Road, New Hyde Park, New York 11042 ("Assignor") and KRC LATIN AMERICAN HOLDINGS L.P. I Placements d'Amerique Latine KRC S.E.C., a Quebec limited partnership, having an address at 3333 New Hyde Park Road, New Hyde Park, New York 11042 ("Assignee").

WITNESSETH

WHEREAS:

1.

Assignor is currently the sole Member of KRC Mexico Acquisition, LLC, a Delaware limited liability company, (the "Company") which was formed pursuant to a Certificate of Formation filed as of November 14, 2007.

2.

Assignor desires to assign its entire right, title and interest as a Member in and to the Company, including without limitation its right to receive any distributions and allocations of capital, income, profits and losses (hereinafter collectively referred to as its "Member Interest") to Assignee, and Assignee desires to acquire same and assume all obligations thereunder.

NOW, THEREFORE, in consideration of the premises, Ten and 00/100 ($10.00) Dollars in hand paid by Assignee to Assignor, and other good and valuable consideration, the receipt and sufficiency of all of which is hereby acknowledged, it is agreed as follows:

1.

Assignor hereby conveys, assigns, transfers and sets over to Assignee its entire Member Interest and Assignee hereby accepts such assignment and assumes all obligations as a Member of the Company accruing from and after the date hereof.

2.

To induce Assignee to enter into this instrument, Assignor hereby covenants,

warrants and represents as follows:

(a)

Assignor is now and always has been the sole owner of all right, title and interest of its Members interest of the Company; and Assignor has not heretofore assigned, conveyed, pledged, encumbered or hypothecated any portion of said interest.

(b)

Assignor has not entered into any written or oral agreements whatsoever on behalf of the Company, nor otherwise incurred any liabilities or obligations of or on behalf of the Company.

IN WITNESS WHEREOF, the parties have executed this instrument as of the date set forth above.

KRC LATIN AMERICA CORPORATION.,

a Delaware corporation

By:  /s/ Michael D. Schindler

Name: Michael D. Schindler

Title: VP

KRC LATIN AMERICAN HOLDINGS L.P. / Placements

d' Amerique Latine KRC S.E.C., a Quebec limited partnership

By: KRC Latin America OP Corporation, its general partner

By:  /s/ Michael D. Schindler

Name: Michael D. Schindler

Title: VP

573

Annex 9

To Borrower Closing Certificate

Filed-Stamped Copy of Certificate of Merger

[See Attached]

574

Delaware

The First State

I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF MERGER, WHICH MERGES: "KRC MEXICO ACQUISITION CORPORATION", A DELAWARE CORPORATION, WITH AND INTO "KRC MEXICO ACQUISITION, LLC" UNDER THE NAME OF "KRC MEXICO ACQUISITION, LLC", A LIMITED LIABILITY COMPANY ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE TWENTY-SEVENTH DAY OF FEBRUARY, A.D. 2008, AT 8:25 O'CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

[SEAL]

/S/ Harriet Smith Windsor

Harriet Smith Windsor, Secretary of State

AUTHENTICATION: 6413822

DATE: 02-28-08  

575

State of Delaware Secretary of

State Division or Corporations

Delivered 10:13 PM 02/27/2008

FILED 08:25 PH 02/27/2008 SRV

080242644 - 4457908 FILE

STATE OF DELAWARE CERTIFICATE OF

MERGER OF DOMESTIC CORPORATION

INTO DOMESTIC LIMITED LIABILITY COMPANY

Pursuant to Title 8, Section 264(c) of the Delaware General Corporation Law and Title 6, Section 18-209 of the Limited Liability Company Act, the undersigned limited liability company executed the following Certificate of Merger:

FIRST:     The name of the surviving limited liability company is KRC MEXICO ACQUISITION, LLC and the name of the corporation being merged into this surviving limited KRC MEXICO ACQUISITION CORPORATION.

SECOND:     The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by the surviving limited liability company and the merging corporation.

THIRD:     The name of the surviving limited liability company is KRC MEXICO ACQUISITION. LLC

FOURTH:      The merger is to become effective on upon filing

FIFTH:     The Agreement of Merger is on file at 3333 New Hyde Park Road New Hyde Park, New York 11042, the place of business of the surviving limited liability company.

SIXTH:     A copy of the Agreement of Merger will be furnished by the surviving limited liability company on request, without cost, to any member of any constituent limited liability company or stockholder of any constituent corporation.

IN WITNESS WHEREOF, said limited liability company has

caused this certificate to be signed by an authorized person, the

27th day of February, A.D.,

By: /S/ Kathleen M. Gazerro

Name: Kathleen M. Gazerro

Print or Type

Title: Authorized Person

576

EXHIBIT E-2

FORM OF

OFFICER'S CERTIFICATE

OF

KIMCO REALTY CORPORATION

Pursuant to Section 4.1(e) of the Credit Agreement, dated as of March 3, 2008 (the “Credit Agreement;” terms defined therein being used herein as therein defined), among KRC Mexico Acquisition, LLC, a limited liability company organized and existing under the laws of the State of Delaware, as borrower (the “Borrower”), Kimco Realty Corporation, a corporation organized and existing under the laws of the State of Maryland, as guarantor (“Kimco”) and Scotiabank Inverlat, Sociedad Anónima, Institución de Banca Múltiple, Grupo Financiero Scotiabank Inverlat as lender (the “Bank”):

The undersigned Responsible Officer of Kimco hereby certifies as follows:

1.

Each of the conditions set forth in Section 4.1 of the Credit Agreement have been satisfied;

2.

No consent, approval or waiver is required for the execution, delivery and performance by Kimco of the Loan Documents to which it is a party;

3.

Each of the representations and warranties of Kimco set forth in the Credit Agreement are true and correct in all material respects on and as of the Effective Date and shall be true and correct in all material respects on and as of the Closing Date;

4.

No Default or Event of Default has occurred and is continuing as of the Effective Date or shall occur or be continuing on the Closing Date or shall occur upon, and as a result of, the giving effect to the making of the Loan by the Bank on the Closing Date;

5.

Kathleen M. Gazerro is the duly elected and qualified Assistant Secretary of Kimco and the signature set forth for such officer below is such officer’s true and genuine signature;

and the undersigned Assistant Secretary of Kimco hereby certifies as follows:

6.

No corporate action has been taken nor have any other steps been taken or legal proceedings been started or, to my knowledge, nor are any legal proceedings threatened against Kimco for its winding-up, dissolution, administration or re-organization or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer for any or all of its respective assets or revenues;

7.

Kimco is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Maryland;

8.

Attached hereto as Annex 1 is a correct and complete copy of resolutions duly adopted by the Board of Directors of Kimco on __________, 2008 (the “Resolutions”) authorizing (i) the execution, delivery and performance of the Loan Documents to which it is a party and (ii) the transactions (including the issuance of the guarantee under the Credit Agreement in favor of the Bank) contemplated

577

by the Loan Documents to which it is a party; such Resolutions have not in any way been amended, modified, revoked or rescinded and have been in full force and effect since their adoption to and including the date hereof and are now in full force and effect; and such Resolutions are the only corporate proceedings of Kimco now in force relating to or affecting the matters referred to therein; attached hereto as Annex 2 is a correct and complete copy of the By-laws of Kimco as in effect on the date hereof and on the date immediately prior to the date that the Resolutions were adopted, and such By-laws have not been amended, repealed, modified or restated; and attached hereto as Annex 3 is a correct and complete copy of the Certificate of Incorporation of Kimco as in effect on the date hereof and on the date immediately prior to the date that the Resolutions were adopted, and such certificate has not been amended, repealed, modified o r restated;

9.

The following persons are now duly elected and qualified officers of Kimco holding the offices indicated next to their respective names below, and the signatures appearing opposite their respective names below are the true and genuine signatures of such officers, and each of such officers is duly authorized to execute and deliver, on behalf of Kimco, each of the Loan Documents to which it is a party, and each of such officers is duly authorized to execute and deliver on behalf of Kimco any certificate or other document to be delivered by Kimco pursuant to the Loan Documents to which it is a party:

Name	Office	Signature
Glenn G. Cohen	Vice President & Treasurer	__________________________
Kathleen M. Gazerro	Assistant Secretary	__________________________

578

IN WITNESS WHEREOF, the undersigned have hereunto set our names as of the date set forth below.

_____________________

_____________________

Name: Glenn G. Cohen

Name: Kathleen M. Gazerro

Title: Vice President & Treasurer

Title:

Assistant Secretary

Date:

March ___, 2008

579

Annex 1

To Kimco Closing Certificate

Resolutions

RESOLVED, that Kimco Realty Corporation, a corporation organized and existing under the laws of the State of Maryland (“Kimco”) shall enter into that certain MXP$1,000,000,000 Credit Agreement, dated as of March 3, 2008 (the “Credit Agreement;” terms defined therein being used herein as therein defined), among KRC Mexico Acquisition, LLC, a limited liability company organized and existing under the laws of the State of Delaware, a wholly-owned subsidiary of Kimco, as borrower (the "Borrower"), Kimco, as guarantor, and Scotiabank Inverlat, Sociedad Anónima, Institución de Banca Múltiple, Grupo Financiero Scotiabank Inverlat as lender (the “Bank”) and consummate the transactions contemplated thereby including the guarantee of the obligations of the Borrower to the Bank thereunder,; and be it further

RESOLVED, that in furtherance of the foregoing, the President or any Vice President of Kimco be, and each of them hereby is, authorized on behalf of Kimco to execute and deliver any and all documents, instruments, agreements and writings as are required in connection with the consummation of the aforesaid Credit Agreement; all and each of the foregoing to contain such additional terms and provisions as the officer executing the same shall approve; and the execution and delivery of any of the foregoing shall be conclusive evidence that the same has been authorized by this resolution; and be it further

RESOLVED, that the President or any Vice President of Kimco be, and each of them hereby is, authorized on behalf of the Kimco to execute and deliver such further instruments, agreements or documents, and to perform such other acts, as in their, his or her judgment, may be necessary or appropriate in order to effectuate the consummation of the aforesaid Credit Agreement and the intent and purpose of the foregoing resolutions; the execution and delivery of any of such further instruments, agreements or documents, and the performance of any such other acts, shall be conclusive evidence that the same have been authorized hereby.

580

Annex 2

To Closing Certificate

By-Laws of Kimco

[See Attached]

[Incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008]

581

Annex 3

To Closing Certificate

Certificate of Incorporation of Kimco

[See Attached]

[Incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1994]

582

EXHIBIT E-3

FORM OF

CLOSING CERTIFICATE

OF

SUBSIDIARY GUARANTORS

Pursuant to Section 4.1(f) of the Credit Agreement, dated as of March 3, 2008 (the “Credit Agreement;” terms defined therein being used herein as therein defined), among KRC Mexico Acquisition, LLC, a limited liability company organized and existing under the laws of the State of Delaware, as borrower (the “Borrower”), Kimco Realty Corporation, a corporation organized and existing under the laws of the State of Maryland, as guarantor (“Kimco”) and Scotiabank Inverlat, Sociedad Anónima, Institución de Banca Múltiple, Grupo Financiero Scotiabank Inverlat as lender (the “Bank”):

The undersigned trustee (each, a “Trustee”) of the following grantor trusts: (i) Kimco North Trust I (“Trust I”), (ii) Kimco North Trust II (“Trust II”), (iii) Kimco North Trust III (“Trust III”), (iv) Kimco North Loan Trust IV (“Trust IV”), (v) Kimco North Trust V (“Trust V”) and Kimco North Trust VI (“Trust VI”) (each of Trust I, Trust II, Trust III, Trust IV, Trust V and Trust VI, a "Subsidiary Guarantor") hereby certifies as follows with respect to each Subsidiary Guarantors as to which he is a Trustee:

10.

No consent, approval or waiver is required for the execution, delivery and performance by such Subsidiary Guarantor of the Loan Documents to which it is a party;

11.

The Baseline Conditions relating to such Subsidiary Guarantor are satisfied in all material respects on and as of the Effective Date and will be satisfied in all material respects on and as of the Closing Date;

12.

No Default or Event of Default has occurred and is continuing as of the Effective Date or shall occur or be continuing on the Closing Date or shall occur upon, and as a result of, the giving effect to the making of the Loan by the Bank on the Closing Date;

13.

David B. Henry and Michael V. Pappagallo are the sole Trustees of Trust I and Glenn G. Cohen is the sole Trustee of each of Trust II, Trust III, Trust IV, Trust V and Trust VI;

14.

No action has been taken nor have any other steps been taken or legal proceedings been started or, to my knowledge, nor are any legal proceedings threatened, against such Subsidiary Guarantor threatening its continued trust existence or for its winding-up, dissolution, administration, termination or re-organization or for the appointment of a receiver, administrator, administrative receiver or similar officer (other than its Trustee(s)) for any or all of its respective assets or revenues.

15.

Such Subsidiary Guarantor is a grantor trust duly organized and validly existing under the laws of the State of New York and each Trustee of such Subsidiary Guarantor is an individual over the age of 21;

583

16.

Attached hereto as Annex 1 is a correct and complete copy of the Irrevocable Grantor Trust Agreement of such Subsidiary Guarantor as in effect on the date hereof and such Irrevocable Grantor Trust Agreement has not been amended, repealed, modified or restated;

8.

No consent or approval is required from any Person other than its Trustee(s) for the execution, delivery and performance of the Loan Documents to which such Subsidiary Guarantor is a party or the consummation of the transactions contemplated thereby.

9.

The signatures appearing opposite the names of the Trustees below are the true and genuine signatures of such Trustees, and each Trustee is duly authorized to execute and deliver, on behalf of each Subsidiary Guarantor as to which he is a Trustee, each of the Loan Documents to which it is a party, and each Trustee is duly authorized to execute and deliver on behalf of each Subsidiary Guarantor any certificate or other document to be delivered by such Subsidiary Guarantor pursuant to the Loan Documents to which such Subsidiary Guarantor is a party:

Name	Applicable Subsidiary Guarantor	Signature
David B. Henry	Trust I	_________________
Michael V. Pappagallo	Trust I	__________________
Glenn G. Cohen	Trust II, Trust III, Trust IV, Trust V and Trust VI	_________________.

584

IN WITNESS WHEREOF, the undersigned have hereunto set our names as of the date set forth below.

As Trustees of Trust I:

_____________________

_____________________

Name: David B. Henry

Name: Michael V. Pappagallo

Title: Trustee

Title:

Trustee

As Trustee of Trust II, Trust III, Trust IV, Trust V and Trust VI

_____________________

Name: Glenn G. Cohen

Title: Trustee

Date:

March __, 2008

The undersigned certifies that (i) Kimco Realty Corporation is the Grantor of all the Trusts referenced above, (ii) the signature(s) appearing opposite of the names of the Trustee(s) above is/are the true and genuine signature(s) of such Trustee(s) and such Person(s) is/are the sole Trustee(s) of each such Trust, and (iii) all the information contained in this Certificate is, to the actual knowledge of the undersigned, true and correct.

KIMCO REALTY CORPORATION

By:_____________________________

Name: __________________________

Title:______________________

585

Annex 1

To Subsidiary Guarantor Closing Certificate

Irrevocable Grantor Trust Agreement for each Subsidiary Guarantor

[See Attached]

586

IRREVOCABLE TROST AGREEMENT made as of October 23, 2001, between Kimco Realty Corporation (the "Grantor"), and David B. Henry and Michael V. Pappagallo (the 'Trustees").

WHEREAS, the Grantor desires to form the trust identified on Schedule I hereto (the "Trust") in anticipation of the purchase by the Trust of an undivided interest in the properties described in Schedule II and any other properties, whether located in the United-States, Canada or elsewhere, that the Trustees in their sole discretion may deem appropriate.

WHEREAS, the Trustees are willing to accept the duties and obligations imposed hereby on the terms and· conditions set forth herein;

NOW THEREFORE, in consideration of the mutual agreement herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

2.	CONSTRUCTION OF REFERENCES. References herein to articles, sections, paragraphs, schedule, appendices, annexes and other attachments are, unless otherwise stated to the contrary or unless the context otherwise requires, to articles, sections, paragraphs, clauses, appendices, annexes and other attachments in and to Ws Trust Agreement. The words "herein", "hereof' and "hereunder" and other words of similar import refer to this instrument as a whole and not to any particular article, section or other subdivision.
3.	CREATION OF TRUST. The Grantor and the Trustees hereby create the Trust on the terms and conditions set. forth herein for the benefit of Kimco North Holdings Inc. (the "Beneficiary"). The Grantor irrevocably assigns to the Trustees the property described in Schedule ill to be held for the benefit of the Beneficiary as the Initial Trust Estate. It is the intention of the parties hereto that the Trust shall be treated as a grantor trust for federal income tax purposes (as described in Section 674 of the Internal Revenue Code of 1986, as amended).
4.	NAME. For convenience, the Trust created hereby shall be known by the name identified on Schedule I hereto.
5.	SITUS OF TRUST. The Trust will be located and administered in the State of New York The only office of the Trust will be located at 3333 New Hyde Park Road, Suite 100, New York, NY, 11042, USA within the State of New York unless otherwise chosen by the Trustees.
6.	DISPOSITIVE PROVISIONS. The Trustees shall hold the property for the sole benefit of the Beneficiary and the Trustees shall hold, manage, and invest the trust property, and shall collect and receive the income, and after deducting all necessary expenses incident to the administration of the Trust, shall dispose of the corpus and income of the Trust as follows: (a) the Trustees shall pay the entire net income of the Trust, annually or more frequently as the Trustees in their sole discretion shall determine, to the Beneficiary of the Trust; (b) notwithstanding anything contained to the contrary, the Trustees shall pay over to the Beneficiary, solely out of the corpus of the Trust, at any time and from time to time, the sum or sums as the Trustees shall deem necessary or appropriate in their sole discretion; and (c) on the termination date, the Trustees shall pay the corpus together with any undistributed income to the Beneficiary.
6.	APPOINTMENT OF TRUSTEES. The Grantor hereby appoints the Trustees as trustees of the Trust effective as of the date hereof, to have all the· rights, powers and duties set forth herein. The Trustees hereby accept such appointment and declare that they will hold the Trust Estate upon the Trust set forth herein and for the use and benefit of the Beneficiary.
7.	TITLE TO TRUST ESTATE. Legal title to all of the Trust Estate shall be vested at all times in the Trustees and the Beneficiary shall have no legal title to any part of the Trust Estate. The Trustees shall have the authority to acquire, hold and dispose of any other property they deem appropriate at their sole discretion.
8.	TRUSTEES' POWERS. The Trustees, without any action or consent, by the Beneficiary, shall have and may exercise at any time the following powers and authorities: (a) To hold and continue to hold as an investment the property, of any additional property which may be received by them, so long as' they deem proper, and to invest, acquire and reinvest in any securities or property, whether or not income--producing, deemed bY them to be for the best interest of the Trust and the Beneficiary; (b) To rent or lease any property of the Trust for the time and upon the terms and for the price or prices as in their discretion and judgment may seem just and proper; (c) To sell and convey any of the property of the Trust or any interest, or to exchange it for other property, for the price or prices and upon the terms as in their discretion and judgment may be deemed for the best interest of the Trust and the Beneficiary; (d) To make all repairs an d improvements at any time deemed necessary and proper to and upon real property constituting a part of the Trust; (e) To deduct, retain. expend, and payout of any money belonging to the Trust any and all necessary and proper expenses in connection with the operation and conduct of the Trust; (f) To vote upon all securities belonging to the Trust, and to become a party to any stockholders' agreements deemed advisable by them in connection with the securities; (g) To consent to the reorganization, consolidation, merger, liquidation, readjustment of, or other

587

	change in any corporation, company, or association; (h) To compromise, settle, arbitrate, or defend any ·claim or demand in favor of or against the Trust; (i) To incur and pay the ordinary and necessary expenses of administration, including (but not by way of limitation) attorneys' fees, accountants' fees, investment counsel fees, and the like; 0) To act through an agent or attorney-in-fact, by and under power of attorney duly executed by the Trustees, in carrying out any of the authorized powers and duties; (k) To borrow money for any purposes of the Trust, or incidental to their administration, upon their bond or promissory note as trustees, and to secure their repayment by mortgaging, creating a security interest in, or pledging or , otherwise encumbering any part or all of the property of the Trust; (1) To lend money to any perso n or persons upon the terms and in the ways and with the security as they may deem advisable for the best interest of the Trust and the Beneficiary; (m) To engage in business with the property of the Trust as sole proprietor, or as a general 01: limited partner~ with all the powers customarily exercised by an individual so engaged in business, and to hold an undivided interest in any property as tenant in common or as tenant in partnership; (n) To determine the manner in which the expenses incidental to or in connection with the administration of the Trust shall be apportioned as between corpus and income; (o) The , Trustees may freely act under all or any of the powers .by this Trust Agreement given to them in all matters concerning the Trust, after forming their judgment based upon all the . circumstances of any particular situation as to the wisest and best course to pursue in the . interest of the Trust and the Beneficiary, without the necessity of obtaining the consent or permission of any interested pe rson. or the consent or approval of any court The powers . granted to the Trustees may be exercised in whole or in part, from time to time, and shall be deemed to be supplementary to and riot exclusive' of the general powers of trustees pursuant to law, and shall include all powers necessary to carry them into effect
9.	CORPUS AND INCOME. The Trustees shall have the power to determine the allocation of receipts between corpus and income and to apportion. extraordinary and stock dividends between corpus and income.
10.	TRUSTEES' AUTHORITY AND TIIIRD PARTIES. No person purchasing, renting, or leasing any of the property of the Trust, or in any manner dealing with the Trust or with the Trustees, shall be required to inquire into the authority of the Trustees to enter into any transaction, or to account for the application of any money paid to the Trustees on any account.
11.	ADDDITIONAL PROPERTY. The Grantor reserves the right to itself or to any other person at any time, by deed or will, to add to the corpus of the Trust, and any property added shall be held, administered, and distributed as part of the Trust. For greater certainty, the Grantor may lend money or property to the Trust upon. such terms and conditions to be agreed to with the Trustees.
12.	ACCOUNTING BY TRUSTEES. The Trustees may render an accounting at any time to the Beneficiary of the Trust, and the written approval of the beneficiary shall be final, binding.. and conclusive upon all persons then or thereafter interested in the Trust for that Beneficiary. The Trustees may at any time render a judicial account of their proceedings for the Trust.
13.	COMPENSATION OF TRUSTEES. The Trustees and any successor trustee shall be entitled to receive a reasonable compensation for their services, as the Grantor and the Trustees shall agree pursuant to a separate agreement, chargeable against capital or income, except that no person who adds to the corpus of the Trust shall ever be entitled to any compensation.
14.	POWER TO REMOVE AND REPLACE TRUSTEES. The Grantor hereby retains the unrestricted power to remove, substitute or add trustees at anytime and to designate any person, including any officer or employee of the Grantor as successor trustee. Any Trustee may resign for any reason upon the giving of a prior thirty (30) day notice to the Grantor.
15.	BOND AND UABIUTY OF TRUSTEES. Neither of the two (2) named Trustees shall be required to give any bond or other security. The Trustees shall not be liable for any mistake or error of judgment in the administration of the Trust, except for willful misconduct, SO long as they continue to exercise their duties and powers in a fiduciary capacity primarily in the interests of the Beneficiary.
16.	IRREVOCABILITY. The Trust shall be irrevocable, and the Grantor expressly waives all rights and powers. except for the power to remove and replace Trustees in conformity with 14 of this Trust Agreement, whether alone or in conjunction with others, and regardless of .when or from what source it may have acquired such rights or powers, to alter, amend, revoke, or terminate the Trust, or any of the terms of this Trust Agreement, in whole or in part.

588

17.

TERMINATION DATE. This Trust Agreement shall terminate automatically upon the earlier of (a) midnight December 31, 2050; and (b) Uiunediate1y following the exercise of the Trustees discretion whereby all of the corpus of the Trust has been distributed to the beneficiary in conformity with 5(b) of this Trust Agreement. Notwithstanding anything else contained herein to the contrary, the Trust shall terminate on the day before the twenty-first anniversary of the death of the last surviving individual who was a descendant living on the date of this Trust Agreement of Queen Elizabeth II of England.

18.

GOVERNING LAWS. The validity, construction, and effect of this Trust Agreement and the Trust created hereunder and its enforcement shall be determined by the laws of the State of New York.

In witness Whereof Grantor and Trustees have executed this Trust Agreement on the date  above written.

/s/ Glenn G. Cohen	/s/ David B. Henry
Kimco Realty Corporation	David B. Henry, as Trustee
/s/ Anne Lang	/s/ Michael V. Pappagallo
Witness 1	Michael V. Pappagallo, as Trustee
	Witness 2

The foregoing instrument was acknowledged before me this 25 day, of October 2001 by Glenn G. Cohen an officer of Kimco Realty Corporation, and David B. Henry and Michael V. Pappagallo.

My commission expires: January 18, 2002	/s/ Steven Bitterman
	Notary Public
10/25/01
Date

Steven Bitterman

Notary Public State of New York

No. 50226C3

Qualified in Queens County

My Commission Expires Jan 18, 2002

589

Schedule 1

Initial Subsidiary Guarantors

Kimco North Trust I, a New York trust

EIN:

52-2352081

Kimco North Trust II, a New York trust

EIN:

03-6079543

Kimco North Trust III, a New York trust

EIN:

56-6643357

Kimco North Loan Trust IV, a New York trust

EIN:

43-1967798

Kimco North Trust V, a New York trust

EIN:

20-0288440

Kimco North Trust VI, a New York trust

EIN:

56-6642652

590

SCHEDULE 2.2

PRICING SCHEDULE

KIMCO SENIOR UNSECURED DEBT RATING	> A/A2	A-/A3	BBB+/ Baa1	BBB/ Baa2	BBB-/ Baa3	<BBB-/ Baa3
APPLICABLE MARGIN (BASIS POINTS)	50	60	70	80	95	110

For the period from the Closing Date to the first Interest Payment Date, the Applicable Margin shall be as determined as of the Closing Date.  Thereafter, the Applicable Margin shall be determined on each Interest Payment Date for the period commencing on such date.

In the event of a difference in rating between Moody’s and S&P, the Applicable Margin shall be based upon the higher of the two ratings.  In such case, Kimco may, at its option, obtain a debt rating from a third nationally-recognized rating agency, in which case the Applicable Margin shall be based on the lower of the two highest ratings, at least one of which must be Moody’s or S&P.

If S&P and/or Moody’s shall cease to issue ratings of debt securities of real estate investment trusts generally, then the Bank and the Kimco shall negotiate in good faith to agree upon a substitute rating agency or agencies (and to correlate the system of ratings of each 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, pricing 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, pricing 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.

591

Schedule 3.1

Certain Financial Disclosure

NONE

592

Schedule 6.2

Specified Transactions

NONE

593

EX-10.19

Exhibit 10.19

*********************************************************

KIMCO REALTY CORPORATION

____________________

CREDIT AGREEMENT

dated as of April 17, 2009

____________________

THE BANK OF NOVA SCOTIA,

as Administrative Agent,

RBC CAPITAL MARKETS,

as Syndication Agent

and

PNC BANK, NATIONAL ASSOCIATION,

REGIONS BANK

and

U.S. BANK NATIONAL ASSOCIATION,

as Documentation Agents

******************************************************************

THE BANK OF NOVA SCOTIA,

and

RBC CAPITAL MARKETS,

as Joint Lead Arrangers and Joint Bookrunners

594

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

598

Section 1.1.

Defined Terms

598

Section 1.2.

Other Definitional Provisions; Interpretation

613

Section 1.3.

Accounting Terms; GAAP

614

ARTICLE II

THE LOANS

614

Section 2.1.

[Reserved]

614

Section 2.2.

Loans; Etc

614

Section 2.3.

Prepayments

616

Section 2.4.

Conversion and Continuation Options

616

Section 2.5.

Fees

616

Section 2.6.

Interest Rates and Payment Dates

617

Section 2.7.

Computation of Interest

617

Section 2.8.

Inability to Determine Interest Rate

617

Section 2.9.

Pro Rata Treatment and Payments

618

Section 2.10.

Illegality

619

Section 2.11.

Requirements of Law

619

Section 2.12.

Taxes

620

Section 2.13.

Indemnity

622

Section 2.14.

Change of Lending Office

622

Section 2.15.

Replacement of Lenders under Certain Circumstances

622

ARTICLE III

[RESERVED]

623

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

624

Section 4.1.

Financial Condition

623

Section 4.2.

No Change

623

Section 4.3.

Corporate Existence; Compliance with Law

623

Section 4.4.

Corporate Power; Authorization; Enforceable Obligations

624

Section 4.5.

No Legal Bar

624

Section 4.6.

No Material Litigation

624

Section 4.7.

No Default

624

Section 4.8.

Ownership of Property

625

Section 4.9.

Intellectual Property

625

Section 4.10.

No Burdensome Restrictions; Disclosure

625

595

TABLE OF CONTENTS

(continued)

Section 4.11.

Taxes

625

Section 4.12.

Federal Regulations

625

Section 4.13.

ERISA

625

Section 4.14.

Investment Company Act; Other Regulations

626

Section 4.15.

[Reserved]

626

Section 4.16.

Purpose

626

Section 4.17.

Environmental Matters

626

Section 4.18.

Insurance

627

Section 4.19.

Condition of Properties

627

Section 4.20.

Benefit of Loans

627

Section 4.21.

REIT Status

627

Section 4.22.

Solvency

627

ARTICLE V

CONDITIONS

627

Section 5.1.

Conditions to Effectiveness / Effective Date

628

ARTICLE VI

AFFIRMATIVE COVENANTS

626

Section 6.1.

Financial Statements

629

Section 6.2.

Certificates; Other Information

630

Section 6.3.

Payment of Obligations

630

Section 6.4.

Maintenance of Existence, etc

631

Section 6.5.

Maintenance of Property; Insurance

631

Section 6.6.

Inspection of Property; Books and Records; Discussions

631

Section 6.7.

Notices

631

Section 6.8.

Environmental Laws

632

Section 6.9.

Baseline Conditions

633

ARTICLE VII

NEGATIVE COVENANTS

633

Section 7.1.

Financial Covenants

633

Section 7.2.

Limitation on Certain Fundamental Changes

634

Section 7.3.

[Reserved]

634

Section 7.4.

Limitation on Investments, Loans and Advances

634

Section 7.5.

Limitation on Transactions with Affiliates

634

Section 7.6.

Limitation on Changes in Fiscal Year

634

Section 7.7.

Limitation on Lines of Business; Issuance of Commercial Paper;

Creation of Subsidiaries; Negative Pledges; Swap Agreements

596

TABLE OF CONTENTS

(continued)

ARTICLE VIII

EVENTS OF DEFAULT

635

ARTICLE IX

THE AGENTS

637

Section 9.1.

The Agents

637

Section 9.2.

Indemnification

640

Section 9.3.

The Syndication Agents, Documentation Agents, Lead-Arrangers, and Bookrunners

640

ARTICLE X

MISCELLANEOUS

640

Section 10.1.

Amendments and Waivers

640

Section 10.2.

Notices

640

Section 10.3.

No Waiver; Cumulative Remedies

641

Section 10.4.

Survival of Representations and Warranties

641

Section 10.5.

Payment of Expenses and Taxes

614

Section 10.6.

Successors and Assigns

642

Section 10.7.

Disclosure

645

Section 10.8.

Increases of Commitments

645

Section 10.9.

[Reserved]

646

Section 10.10.

Subsidiary Guarantors

646

Section 10.11.

Adjustments; Set-off

646

Section 10.12.

Counterparts

647

Section 10.13.

Severability

647

Section 10.14.

Integration

647

Section 10.15.

GOVERNING LAW

647

Section 10.16.

Submission to Jurisdiction; Waivers

647

Section 10.17.

Acknowledgments

648

Section 10.18.

WAIVERS OF JURY TRIAL

648

Section 10.19.

Confidentiality

648

Section 10.20.

USA Patriot Act

649

Section 10.21.

Conforming Amendments

649

Schedule 1.1A

Lenders Commitments Immediately After Giving Effect to Effective Date

Schedule 1.1B

FFO Definitions Variations

Schedule 4.1

Certain Financial Disclosures

Schedule 4.19

Condemnation Proceedings

Schedule 7.2

Transaction(s) Referred to in Section 7.2

Schedule 10.10

Guarantors

EXHIBIT A

Form of Assignment and Assumption

EXHIBIT B

Form of Note

EXHIBIT C

Form of Subsidiary Guarantee

EXHIBIT D

Form of Loan Party Counsel

EXHIBIT E-1

Form of Closing Certificate of Kimco Realty Corporation

EXHIBIT E-2

Form of Closing Certificate of Subsidiary Guarantor

EXHIBIT F

Form of Compliance Certificate

597

CREDIT AGREEMENT, dated as of April 17, 2009, among KIMCO REALTY CORPORATION, a Maryland corporation (“Kimco”), the several banks, financial institutions and other entities from time to time parties to this Agreement (collectively, the “Lenders”), THE BANK OF NOVA SCOTIA, and RBC CAPITAL MARKETS, as Joint Lead Arrangers and Joint Bookrunners (in such capacity, collectively, the “Lead Arrangers” and the “Bookrunners”), RBC CAPITAL MARKETS, as Syndication Agent (in such capacity, the “Syndication Agent”), PNC BANK, NATIONAL ASSOCIATION, REGIONS BANK and U.S. BANK NATIONAL ASSOCIATION, as Documentation Agents (in such capacity, collectively, the “Documentation Agents”), and THE BANK OF NOVA SCOTIA, 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 greatest of (a) the Base Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1% and (c) the Eurocurrency Rate on such day for an interest period of one month plus 1%.  For purposes hereof:  “Base Rate” means, at any time, the rate of interest then most recently established by the Administrative Agent in New York as its base rate for Dollars loaned in the United States, each change in the Base Rate being effective from and including the date such change is publicly announced as being effective (the Base Rate is not necessarily intended to be the lowest rate of interest determined by the Administrative Agent in connection with extensions of credit); and “Federal Funds Effective Rate” shall mean, for any day, the weighted average of the rates on overnight federal funds transactions w ith 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 Base Rate, the Federal Fu nds Effective Rate or the Eurocurrency Rate shall be effective as of the opening of business on the effective day of such change in the Base Rate, the Federal Funds Effective Rate or the Eurocurrency Rate, respectively.

“ABR Loans”:  Loans bearing interest at a fluctuating rate determined by reference to 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.

598

“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.

“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.

“Aggregate Commitment”: the aggregate amount of Commitments of all the Lenders, which shall initially be $220,000,000, as such amount may be increased pursuant to Section 10.8.

“Agreement”:  this Credit Agreement.

“Applicable Margin”:  with respect to each Eurocurrency Loan or ABR  Loan, as the case may be, at any date, the applicable percentage per annum set forth below based upon the Status on such date:

	Level I Status	Level II Status	Level III Status	Level IV Status	Level V Status
Eurocurrency Loans	4.50%	4.65%	4.90%	5.25%	5.75%
ABR Loans	3.50%	3.65%	3.90%	4.25%	4.75%

“Applicable Percentage”:  as to any Lender at any time, the percentage which such Lender’s Commitment then constitutes of the Aggregate Commitment (or, after the Borrowing has been made, the percentage which the aggregate principal amount of such Lender’s Loans outstanding constitutes of the aggregate principal amount of the Loans of all Lenders then outstanding).

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

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

“Baseline Conditions”:  as to any Wholly Owned Subsidiary, in connection with the entering by such Subsidiary into a Subsidiary Guarantee in respect of the Loans, 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).

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

599

“Borrowing”:  Loans of the same Type made on the same date and, in the case of Eurocurrency Loans, 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 Kimco requests the Lenders to make 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 Eurocurrency Loan, the term “Business Day” shall also exclude any day on which commercial banks are not open for dealings in dollar deposits in the London interbank market.

“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.

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

“Commitment”:  as to any Lender, the obligation to make Loans in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name on Schedule 1.1A under the heading “Commitment”, as such amount may be changed from time to time in accordance with the provisions of this Agreement.

“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.

600

“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.

“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).

“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.

“Eurocurrency Loans”:  Loans denominated in dollars bearing interest at a fluctuating rate determined by reference to the Eurocurrency Rate.

“Eurocurrency Rate”:  with respect to any Eurocurrency Loan for any interest period, the greater of (i) 2.0% or (ii) 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

601

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.

“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.

“Existing Credit Agreement”:  the credit agreement, dated as of October 25, 2007, among Kimco, the Subsidiaries of Kimco from time to time parties thereto, the several banks, financial institutions and other entities from time to time parties thereto, the issuing lender party thereto, Bank of America, N.A., The Bank of Nova Scotia, New York Agency, and Wachovia Bank, National Association, as syndication agents, UBS Securities LLC, Deutsche Bank Securities, Inc., Royal Bank of Canada and The Royal Bank of Scotland PLC, as 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, The Bank of New York, Barclays Bank Plc, Eurohypo AG, New York Branch, Suntrust Bank and Wells Fargo Bank National Association, as co-agents, and JPMorgan Chase Ba nk, N.A., as administrative agent for the lenders thereunder, as it may be amended or supplemented from time to time.

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

“Fee Letter”:  the fee letter dated January 16, 2009 between Kimco and the Administrative Agent, regarding certain fees payable in connection with this Agreement.

“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.

“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 date and marketable securities at the value reflected in the consolidated financial statements of Kimco as of such

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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 maint ain 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 amo unt), 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 a particular time, each Subsidiary that is a party to a Subsidiary Guarantee at such time.

“Hazardous Materials”:  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.

“Incremental Commitments”: as defined in Section 10.8.

“Incremental Loans”: as defined in Section 10.8.

“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 payable in

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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.

“Initial Lender”: any Lender with a Commitment as of the Effective Date.

“Initial Loan”: as defined in Section 2.2(a)(i).

“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, and (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.

“Interest Period”: 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), two (2), three (3) or six (6) months thereafter, as selected by Kimco 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), two (2), three (3) or six (6) months thereafter, as selected by Kimco 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;

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

(1)

if any Interest Period 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 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

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(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.

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

“Lead Arrangers”: as defined in the introductory paragraph hereof.

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

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

“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”:  any Initial Loan or Incremental Loan (if any).

“Loan Documents”:  this Agreement, the Notes, 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 and (b) each Subsidiary Guarantor.

“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.

“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.

“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”:  the date that is the second anniversary of the date of this Agreement.

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

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“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 In debtedness 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 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).

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

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

“Obligations”:  with respect to Kimco, all obligations, liabilities and Indebtedness of every nature of Kimco from time to time owing to any 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.

 “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.

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“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 i s 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 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 Wh olly 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.

 “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 receipt s 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.

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“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) r ental 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) 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.

“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.

“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.

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“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.

 “Required Lenders”:  at any time, the holders of at least 51% of the Aggregate Commitment or, after the date of the initial Borrowing hereunder, Loans outstanding 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 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, the president, any vice president, the treasurer, the assistant treasurer, the chief financial officer, the secretary or the assistant  secretary of such Person or, with respect to financial matters, the chief financial officer or the treasurer of such Person.

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

“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 or A3 or better by Moody’s;

“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 or 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 or 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 or Baa3 or better by Moody’s; and

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“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 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 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 Mood y’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.

“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 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.

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

“Termination Date”:  the date that is the earliest to occur of (a) the Maturity Date, and (b) 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,

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(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.

 “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).

“Transferee”:  as defined in Section 10.7.

“Type”:  as to any Loan, its nature as an ABR Loan or a Eurocurrency 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)

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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 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 lea sehold 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 t he 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

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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).

“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.

“U.S. Lender”: as defined in Section 2.12(c).

“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.

SECTION 1.2.  Other Definitional Provisions; Interpretation.  i) 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”.

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(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 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 sha ll have been withdrawn or such provision amended in accordance herewith.

ARTICLE II

THE LOANS

SECTION 2.1. [Reserved]

SECTION 2.2.  Loans; Etc.  

(a)

Commitment to Lend.  

(i)

Subject to the terms and conditions hereof, each Initial Lender severally agrees to make term loans to Kimco, in Dollars only (each, an “Initial Loan”), in a single Borrowing on the Effective Date in an aggregate principal amount equal to such Lender’s Applicable Percentage of the aggregate amount of such Borrowing requested by Kimco to be made on such day. If the aggregate amount of Loans so requested is less than the Aggregate Commitment as of such date, any unused portion of the Aggregate Commitment shall thereupon be cancelled. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the aggregate outstanding amount of Loans exceed the Aggregate Commitment.

(ii)

The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder.

(iii)

Subject to Section 2.8 and Section 2.10, Loans may from time to time be Eurocurrency Loans or ABR Loans, or a combination thereof, as determined by Kimco and notified to the Administrative Agent in accordance with Sections 2.2(d) and 2.4.  Each Lender at its option may make any 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 Kimco 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 Kimco to increase its payment obligations hereunder.

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(b)

Notes.  The 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, with appropriate insertions as to payee and date (each, a “Note”), payable to the order of such Lender.  Each Lender is hereby authorized to record, as applicable, the date, Type and amount of each 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 Eurocurrency Loans, the length of each Interest Period with respect thereto, on the schedule (including any continuation thereof) annexed to and constituting a part of its Note, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded; provided that the failure by any Lender t o make any such recordation or any error in such recordation shall not affect the obligations of Kimco under this Agreement or the Notes.

(c)

Repayment of Loans.  Kimco shall repay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Loan on the Termination Date.

(d)

Borrowing Procedure.  Kimco shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 P.M., New York City time, (i) three (3) Business Days prior to the requested Borrowing Date, if all or any part of the requested Loans are to be initially Eurocurrency Loans, or (iii) one (1) Business Day prior to the requested Borrowing Date, otherwise), specifying (A) the aggregate amount to be borrowed, (B) the requested Borrowing Date, (C) whether the borrowing is to be of Eurocurrency Loans, ABR Loans or a combination thereof, and (D) if the borrowing is to be entirely or partly of Eurocurrency Loans the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Periods therefor.  Each borrowing under the 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 and (ii) in the case of Eurocurrency Loans, $5,000,000 or a whole multiple of $100,000 in excess thereof, in each case subject to Section 2.2(e).  Upon receipt of any such notice from Kimco, 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 Kimco at the office of the Administrative Agent specified in Section 10.2 prior to 1:00 P.M., New York City time, on the Borrowing Date requested by Kimco in funds immediately available to the Administrative Agent.  Such borrowing, in an amount equal to the aggregate of the amounts made available to the Administrative Agent by the Lenders, will immediately be made available to Kimco by the Administrative Agent  by wire transfer of immediately available funds to an account or accounts specified by Kimco to the Administrative Agent.

(e)

Eurocurrency Tranches.  Notwithstanding anything to the contrary in this Agreement, all borrowings, prepayments, conversions and continuations of 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 Loans comprising each Eurocurrency Tranche of Loans shall be equal to $5,000,000 or a whole multiple of $100,000 in excess thereof, and (ii) there shall be no more than five (5) Eurocurrency Tranches outstanding at any one time.

SECTION 2.3.  Prepayments.  Kimco may at any time and from time to time prepay the Loans (subject, in the case of Eurocurrency Loans to compliance with the terms of 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 Eurocurrency Loans, ABR Loans, or a combination thereof, and, if of a combination thereof, the amount allocable to each.  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.  Partial prepayments shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1, 000,000 in excess thereof (or, if less, the aggregate outstanding principal amount of the Loans).  Any amounts so prepaid may not be reborrowed.

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SECTION 2.4.  Conversion and Continuation Options.  ii) Kimco 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.  Kimco 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 outstandin g 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 Loan may be converted into a Eurocurrency Loan after the date that is one (1) month prior to the Termination Date.

(b)

Any Eurocurrency Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by Kimco 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 (1) month prior to the Termination Date, and provided, further, that if Kimco 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.

SECTION 2.5.  Fees.  Kimco shall pay to the Administrative Agent and RBC Capital Markets for their respective own accounts (as applicable), and, to the extent mutually agreed upon by the Administrative Agent, RBC Capital Markets 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.  iii) Each Eurocurrency 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 the Applicable Margin.

(b)

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

(c)

[Reserved]

(d)

[Reserved]

(e)

If all or a portion of (i) the principal amount of any 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).

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(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.  iv)  Interest with respect to Eurocurrency Loans shall be calculated on the basis of a 360-day year for the actual days elapsed.  Interest calculated on the basis of the Base Rate 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 Kimco and the Lenders of each determination of a Eurocurrency Rate.  Any change in the interest rate on a Loan 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 Kimco 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 Kimco and the Lenders in the absence of manifest error.  The Administrative Agent shall, at the request of Kimco, deliver to Kimco 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 Kimco) 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 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 the case may be) of making or maintaining their affected Loans during such Interest Period;

the Administrative Agent shall give telecopy or telephonic notice thereof to Kimco and the Lenders as soon as practicable thereafter.  If such notice is given, (i) any Eurocurrency Loans requested to be made on the first day of such Interest Period shall be made as ABR Loans, (ii) any ABR Loans that were to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be continued as ABR Loans, and (iii) any outstanding Eurocurrency Loans shall be converted, on the first day of such Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurocurrency Loans shall be made or continued as such, nor shall Kimco have the right to convert any ABR Loans to Eurocurrency Loans.

SECTION 2.9.  Pro Rata Treatment and Payments.  v) Each borrowing by Kimco of Loans and any reduction of the Commitments shall be made pro rata according to the respective Applicable Percentages of the Lenders.  Each payment (including each prepayment) by Kimco on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans then held by the Lenders.  If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, 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 then due hereu nder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.  All payments

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(including prepayments) to be made by Kimco 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 on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 10.2 in immediately available funds.  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 Lenders promptly upon receipt in like funds as received.  If such amount is not made available to any Lender by the Administrative Agent on the same day received, the Administrative Agent shall pay to such Lender, on demand, such amount with interest thereon at a rate eq ual to the daily average Federal Funds Effective Rate for the period until the Administrative Agent makes such amount immediately available to such Lender.  If any payment hereunder (other than payments on Eurocurrency Loans) becomes due and payable on a day other than a Business 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 Kimco 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 owi ng 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 Kimco.

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, and (b) such Lender’s 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.  If any such conversion of a Eurocurrency Loan occurs on a day which is not the last day of the then current In terest Period with respect thereto, Kimco shall pay to such Lender such amounts, if any, as may be required pursuant to Section 2.13.

SECTION 2.11.  Requirements of Law.  vi) 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:

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(i)

shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, or any Eurocurrency Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except 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);

(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; 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, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining Eurocurrency Loans or to reduce any amount receivable hereunder in respect thereof, then, in any such case, (x) Kimco shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable solely with respect to such Loans and (y) Kimco agrees to pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable with respect to this Agreement generally and not solely with respect to any particular Loans.  If any Lender becomes entitled to claim any additional amounts pursuant to this Section 2.11(a), it shall promptly notify Kimco, through the Administrative Agent, of the event by reason of which it has be come so entitled, provided that such amounts shall be no greater than amounts that such Lender is generally charging other borrowers or account parties on loans or letters of credit (as the case may be) similarly situated to Kimco.

(b)

If any Lender shall have determined that the application of any Requirement of Law regarding capital adequacy or compliance by such Lender or any corporation controlling such 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 such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such application or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy and such Lender’s treatment of its Commitment 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 to Kimco (with a copy to the Administrative Agent) of a written request therefor (setting forth in reasonable detail the basis for such request), (i) Kimco shall pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation, as the case may be, for such reduction and (ii) Kimco shall  pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation, as the case may be, for such reduction with respect to this Agreement generally and not solely with respect to any particular Loans.

(c)

Kimco agrees to pay to each Lender which requests compensation under this Section 2.11(c) (by notice to Kimco), on the last day of each Interest Period with respect to any Eurocurrency Loan made by such Lender to Kimco, 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 Kimco) representing such Lender’s calculation or, if an accurate calculation is

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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 Kimco) 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 Kimco shall be conclusive in the absence of manifest error.  The agreements in this Section 2.11 shall survive the termination of this Agreement, and the payment of the 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, Kimco shall not be obligated to pay any greater amounts than such 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 Kimco.

SECTION 2.12.  Taxes.  vii) All payments made by Kimco 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 or any Lender as a result of a present or former connection between the Administrative Agent 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 or such Lender having executed, delivered or perfo rmed 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 or any Lender hereunder or under the Notes, the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent 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 Kimco shall not 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 Kimco, as promptly as possible thereafter Kimco sha ll send to the Administrative Agent for its own account or for the account of such Lender a certified copy of an original official receipt received by Kimco showing payment thereof.  If Kimco fails to pay any Non-Excluded Taxes when due to the

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appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, Kimco shall indemnify the Administrative Agent and the Lenders for any incremental taxes, interest or penalties that may become payable by the Administrative Agent 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 and the payment of the 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 Kimco 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 subsequen t 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 Kimco and is not a controlled foreign corporation related to Kimco (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 Kimco 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 Kimco 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 Kimco at any time it determines that it is no longer in a position to provide any previously delivered certificate to Kimco (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.

(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 Kimco 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 sha ll deliver any and all other documentation reasonably requested by Kimco 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.

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SECTION 2.13.  Indemnity.  Kimco 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 Kimco in making a borrowing of Eurocurrency Loans or in the conversion into or continuation of Eurocurrency Loans after Kimco has given a notice requesting or accepting the same in accordance with the provisions of this Agreement, (b) default by Kimco in making any prepayment after Kimco 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 on a day which is not the last day of an Interest Period with respect thereto.  Such indemnification may, at the option of any Lender, include an amount equal to the excess, if any, of (i) the amo unt 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 proposed Interest Period, 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, and the payment of the 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 Kimco, use reasonable efforts (subject to overall policy considerations of such Lender or Transferee) to designate another lending office for any 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 provided, further, that nothing in this Section 2.14 shall affect or postpone any of the obligations of Kimco or the rights of any Lender or Transferee pursuant to S ections 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 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) Kimco shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) Kimco shall be liable to such replaced Lender under Sectio n 2.13 if any Eurocurrency Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period or the 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, (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, Kimco 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 Kimco, the Administrati ve Agent or any other Lender shall have against the replaced Lender if it defaulted in its obligation to make Loans hereunder.

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ARTICLE III

[RESERVED]

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent and the Lenders to enter into this Agreement and to make the Loans, 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), 4.4, 4.5(b), 4.13, 4.14 and 4.16 (the “Baseline Representations and Warranties”), on the Effective Date and any other Borrowing Date in respect of a specific Subsidiary Guarantor, such Subsidiary Guarantor hereby represents and warrants as to itself), to the Administrative Agent and each Lender that:

SECTION 4.1.  Financial Condition.  The consolidated balance sheet of Kimco and its subsidiaries as at December 31, 2008 and December 31, 2007 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.  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, 2008 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, 2008.

SECTION 4.2.  No Change.  Since December 31, 2008 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.  viii) 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 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 t herewith 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

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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 Kimco, to borrow 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 Kimco, the borrowings 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 borrowing 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.  ix) The execution, delivery and performance of the Loan Documents and the Borrowings 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 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 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.

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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.  None of any reports, financial statements, certificates or other information furnished by or on behalf of Kimco to the Administrative Agent, 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 reasonab le 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 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 Loan 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, Kimco 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 Kimco nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan, and neither Kimco nor any Commonly Controlled Entity would become subject to any liability under E RISA if Kimco or any such

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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 Kimco 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.  Kimco is not an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.  Kimco is not 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 Loans shall be used by Kimco for general corporate purposes.

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.

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(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, 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 Kimco 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 on any other Borrowing Date, after giving effect to the transactions contemplated by the Loan Documents occurring on such date, Kimco is Solvent.

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ARTICLE V

CONDITIONS

SECTION 5.1.  Conditions to Effectiveness / Effective Date.  The effectiveness of this Agreement and the availability of the Loans 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 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 shall have been obtained and be in full force and effect.

(d)

Financial Statements.  The Lenders shall have received unqualified audited consolidated financial statements of Kimco for the fiscal years ended December 31, 2008 and December 31, 2007, prepared in accordance with GAAP.

(e)

Subsidiary Guarantee.  The Administrative Agent shall have received a duly executed Subsidiary Guarantee from each of the Subsidiary Guarantors listed on Schedule 10.10.  

(f)

Closing Fees, Expenses, etc.  The Administrative Agent shall have received for its own account or for the account of each Lender, as the case may be, all fees, costs and expenses due and payable pursuant to Section 2.5 and, if then invoiced, Section 10.5.    

(g)

[Reserved]

(h)

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

(i)

Notes.  The Administrative Agent shall have received from Kimco a signed Note for the account of each Lender that notified the Administrative Agent and Kimco of its request for such Note(s).

(j)

Closing Certificates.  The Administrative Agent shall have received a certificate from a Responsible Officer of (i) Kimco and (ii) each of 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, (ii) in each case,

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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 Kimco and each Subsidiary Guarantor, and the authorization of Kimco and each Subsidiary Guarantor 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 of Kimco and each Subsidiary Guarantor 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.

(m)

Representations and Warranties.  Each of the representations and warranties made by Kimco and each of the Subsidiary Guarantors 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.

(n)

No Default.  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.

The Borrowing by Kimco on or about the Effective Date hereunder shall constitute a representation and warranty, as of the date of such Borrowing, by Kimco in all cases that the conditions contained in  clauses (m) and (n) have been satisfied.  The Administrative Agent shall notify Kimco and the Lenders of the Effective Date, and such notice shall be conclusive and binding.

ARTICLE VI

AFFIRMATIVE COVENANTS

So long as any Loan remains outstanding and unpaid or any other amount is owing to any Lender or the Administrative Agent hereunder, Kimco hereby agrees as set forth in Sections 6.1 through 6.8 and agrees to cause each applicable Subsidiary Guarantor 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):

(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”

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or like qualification or 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 (in the case of clauses (b)-(c) below) or each relevant 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 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 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

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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, 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 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 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;

(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 Subsidiary Guarantor of any case, proceeding, event, or circumstance of the nature set forth in paragraph (f) of Article VIII;

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(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 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 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 ther efor.  Notwithstanding anything to the contrary in this Agreement, this indemnity shall continue in full force and effect regardless of the termination of this Agreement.

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SECTION 6.9.  Baseline Conditions.  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) (it being understood that the provisions of clause (i) and (ii) shall be the sole consequences to Kimco and the Subsidiary Guarantors of a Subsidiary Guarantor’s failure to comply with the Baseline Conditions).

ARTICLE VII

NEGATIVE COVENANTS

So long as any Loan remains outstanding and unpaid or any other amount is owing to any 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).

(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.

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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 Pa rty and (z) any Subsidiary may convey, sell, lease, assign, transfer or otherwise dispose of any of its assets to a Loan Party.

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).

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(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 under the Existing Credit Agreement) entered into by Kimco 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 Kimco or any of its Subsidiaries to create, 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)

Kimco shall fail to pay any principal of any Loan when due in accordance with the terms thereof or hereof; or Kimco shall fail to pay any interest on any Loan 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 or the Required Lenders; or

(e)

Kimco or any Subsidiary of Kimco shall (i) default in making any payment of any principal of any Indebtedness (including any Guarantee Obligation, but excluding 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)

635

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 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); 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

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(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

(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 Kimco or any Subsidiary of Kimco 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 Kimco 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 Kimco or the applicable Subsidiary receives notice that such remediation or compliance is required, unless such remediation or compliance can not 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 Commitments shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the Notes shall immediately become due and payable, and (B) if such event is any other Event of Default, the Administrative Agent may, or upon the request of the Required Lenders the Administrative Agent shall, by notice to Kimco, declare the Commitments to be terminated and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the Notes to be due and payable forthwith, whereupon the same shall immediately become due and payable.

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).

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(a)

Each of the Lenders 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 relat ing 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 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 certif icate, 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 Kimco), 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.

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(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 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 Loans 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 disc harged from its duties and obligations as Administrative Agent hereunder and under any other Loan Documents.  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, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or a 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 an 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 Kimco to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between Kimco 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.

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SECTION 9.2.  Indemnification.  The Lenders agree to indemnify the Administrative Agent in its capacity as such (to the extent not reimbursed by Kimco and without limiting the obligation of Kimco to do so), ratably according to their respective Applicable Percentages of the 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 Commitments shall have terminated and the 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 Loans and regardless of whether pre-judgment or post-j udgment) 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 Loans and all other amounts payable hereunder.

SECTION 9.3.  The Syndication Agents, Documentation Agents, Lead-Arrangers, and Bookrunners.  Each of the Syndication Agents, Documentation 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, Bookrunners or Lead Arrangers in their respective capacities as such.

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 or Section 10.21.  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 o r 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 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 the amount or extend the expiration date of any Lender’s 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) or Section 10.11(a) 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& #148;, or amend, modify, or waive any provision of any Loan Document which, by its terms, requires the consent, approval or satisfaction of all

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Lenders, in each case without the written consent of all the Lenders, or (iii) 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 Kimco, the other Loan Parties, the Lenders, the Administrative Agent and all future holders of the Notes.  In the case of any waiver, Kimco, the other Loan Parties, the Lenders 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 im pair 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 Kimco 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:

Kimco:	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:	The Bank of Nova Scotia,
	New York Agency
	One Liberty Plaza
	New York, New York 10006
	Attention:  Jon Burckin
	Telecopy:  (212) 225-5166

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 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.

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

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the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents, 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 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, and any such other documents, including the fees and disbursements of counsel to the Administrative Agent and the several Lenders; (c) to pay, and indemnify and hold harmless each 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, and any such other documents; and (d) to pay, and indemnify and hold harmless each 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 an d administration of this Agreement, the other Loan Documents 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 and the payment of the 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, 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, Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and th e 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 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:

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(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; and

(B)

the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment to an assignee that is a Lender or an Affiliate of a Lender or an Approved Fund immediately prior to giving effect to such assignment.

(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 Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment, the amount of the Commitment 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 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 $3,500 (which, except as provided in Section 2.15, shall not be payable by Kimco); 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 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.

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(iv)

The Administrative Agent, acting for this purpose as an agent of Kimco, 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 Commitment of, and principal amount of the Loans made by the Lender, 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 Kimco, the Administrative Agent, 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 Kimco 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)

(ii)

Any Lender may, without the consent of Kimco or the Administrative Agent 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 Commitment under this Agreement and under the other Loan Documents (including all or a portion of 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) Kimco, the other Loan Parties, the Administrative Agent, 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 participatio n shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any 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, Kimco 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 Kimco, to comply with Section 2.12(b) as though it were a Lender.

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(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, Kimco 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 Kimco and its Affiliates which has been delivered to such Lender by or on behalf of Kimco pursuant to this Agreement or which has been delivered to such Lender by or on behalf of Kimco in connection with such Lender’s credit evaluation of Kimco and its Affiliates prior to becoming a party to this Agreement.

SECTION 10.8.  Increases of Commitments.  During the period commencing on the Effective Date through and including the date that is twelve (12) months after the date of this Agreement, Kimco may from time to time request additional Commitments (“Incremental Commitments”), in minimum increments of $5,000,000 (or whole multiples of $1,000,000 in excess of $5,000,000), relating to Loans to be borrowed after the Effective Date but prior to the date that is twelve (12) months after the date of this Agreement (“Incremental Loans”) pursuant to the terms of this Section 10.8, provided that the total amount of Incremental Commitments shall be limited to $100,000,000 in the aggregate.  Each such request shall, at Kimco’s discretion, offer to any Lender the opportunity to provide an Incremental Commitments and/or, with the consent of the Ad ministrative Agent (such consent not to be unreasonably withheld or delayed) and Kimco, to any additional bank, financial institution or other entity that elects to provide an Incremental Commitment.  No Lender shall have any obligation to provide an Incremental Commitment, 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 Commitments, as applicable.  The form of documentation pursuant to which any such Incremental Commitment is made and the person providing such Incremental Commitment becomes a Lender hereunder must be acceptable to Kimco and the Administrative Agent.  Upon entry of such documentation, Schedule 1.1A hereof shall be automatically amended without any further action of any party to reflect the Incremental Commitments provided pursuant to such documentation.  Each Lender having an Incremental Commitment agrees to make Incremental Loans to Kimco, in an aggre gate principal amount not to exceed its Incremental Commitment on the applicable Borrowing Date, 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 applicable Borrowing 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 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 Borrowing of Incremental Loans under this Section 10.8 shall constitute a representation and warranty by Kimco as the applicable Borrowing Date 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.

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SECTION 10.9.  [Reserved]

SECTION 10.10.  Subsidiary Guarantors.  x) [Reserved]

(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 of Kimco shall become a guarantor of the Loans (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)

[Reserved]

(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, G ross 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.  xi) If any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of its Loans 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 Loans 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 Loan 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 o r 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 Kimco 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 Loans to any assignee or participant, other than to Kimco 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 Kimco, any such notice being expressly waived by Kimco to the extent permitted by applicable law, upon any amount becoming due and payable by Kimco 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,

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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 Kimco.  Each Lender agrees promptly to notify Kimco and the Administrative 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 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 Kimco, the Subsidiary Guarantors, the Administrative Agent 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 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;

(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 Kimco 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;

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(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.  Kimco 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 nor any Lender has any fiduciary relationship with or duty to Kimco arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between Administrative Agent and the Lenders, on the one hand, and Kimco, 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 and the Administrative Agent or among Kimco, the Administrative Agent and the Lenders.

SECTION 10.18.  WAIVERS OF JURY TRIAL.  KIMCO, THE ADMINISTRATIVE AGENT 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 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 an y other Loan Document or the enforcement of rights hereunder or thereunder or to which the Administrative Agent 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 obligations under this Agreement, or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Kimco and its obligations, (g) with the consent of Kimco 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 or any Lender on a nonconfidential basis from a source other than Kimco.  For the purposes of this Section, “Information” means all information received from Kimco relating to Kimco or its business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis; provided that in the case of information received from Kimco 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,

648

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

SECTION 10.21.  Conforming Amendments.  In the event that at any time after the date hereof, Kimco enters into any agreement providing for the incurrence by Kimco of unsecured indebtedness for borrowed money in an aggregate principal amount of more than $25,000,000 or providing for the amendment of the terms of existing unsecured indebtedness for borrowed money of Kimco in an aggregate principal amount of more than $25,000,000 which agreement or amendment contains affirmative or negative covenants with respect to Kimco that are materially more favorable to the lenders under such other unsecured indebtedness for borrowed money than those contained hereunder are with respect to the Lenders hereunder, Kimco shall promptly, and the Administrative Agent shall be authorized to and shall, on behalf of all Lenders without notice to or consent of any Lender, enter into an amendment to thi s Agreement to amend the applicable covenant or covenants hereunder so that the covenants hereunder are as favorable to the Lenders hereunder as the applicable covenants under such new agreement or amendment are with respect to the lenders under such other indebtedness for borrowed money.

[SIGNATURE PAGES TO FOLLOW]

649

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 April 17, 2009 among Kimco Realty Corporation, The Bank of Nova Scotia and Others

KIMCO REALTY CORPORATION

By:

/s/Glenn G. Cohen

Name:  Glenn G. Cohen

Title:  Vice President, Treasurer and Chief

Accounting Officer

EXECUTION PAGE TO CREDIT AGREEMENT

650

Signature Page to Credit Agreement dated as of April 17, 2009 among Kimco Realty Corporation, The Bank of Nova Scotia and Others

THE BANK OF NOVA SCOTIA., as a Lender, as a Joint Lead Arranger and as Administrative Agent

By:

/s/ Jon Burckin

Name:  Jon Burckin

Title:  Managing Director

EXECUTION PAGE TO CREDIT AGREEMENT

651

Signature Page to Credit Agreement dated as of April 17, 2009 among Kimco Realty Corporation, The Bank of Nova Scotia and Others

ROYAL BANK OF CANADA, as a Lender, as a Joint Lead Arranger and as a Syndication Agent

By:

/s/Dan LePage

Name:  Dan LePage

Title:  Authorized Signatory

EXECUTION PAGE TO CREDIT AGREEMENT

652

Signature Page to Credit Agreement dated as of April 17, 2009 among Kimco Realty Corporation, The Bank of Nova Scotia and Others

PNC BANK, NATIONAL ASSOCIATION, as a Lender and as a Documentation Agent

By:

/s/ Anthony Wong

Name:  Anthony Wong

Title:  Vice President

EXECUTION PAGE TO CREDIT AGREEMENT

653

 Signature Page to Credit Agreement dated as of April 17, 2009 among Kimco Realty Corporation, The Bank of Nova Scotia and Others

REGIONS BANK, as a Lender and as a Documentation Agent

By:

/s/Brian Coffee

Name:  Brian Coffee

Title:  Senior Vice President

EXECUTION PAGE TO CREDIT AGREEMENT

654

Signature Page to Credit Agreement dated as of April 17, 2009 among Kimco Realty Corporation, The Bank of Nova Scotia and Others

U.S. BANK NATIONAL ASSOCIATION, as a Lender and as a Documentation Agent

By:

/s/ A. Jeffrey Jacobson

Name:  A. Jeffrey Jacobson

Title:  Senior Vice President

EXECUTION PAGE TO CREDIT AGREEMENT

655

Signature Page to Credit Agreement dated as of April 17, 2009 among Kimco Realty Corporation, The Bank of Nova Scotia and Others

DEUTSCHE BANK TRUST COMPANY AMERICAS,  as a Lender

By:

/s/ James Rolison

Name:  James Rolison

Title:  Managing Director

By:

/s/ Joanna Soliman

Name:  Joanna Soliman

Title:  Assistant Vice President

EXECUTION PAGE TO CREDIT AGREEMENT

656

Signature Page to Credit Agreement dated as of April 17, 2009 among Kimco Realty Corporation, The Bank of Nova Scotia and Others

UBS LOAN FINANCE LLC,  as a Lender

By:

/s/ Irja R. Otsa

Name:  Irja R. Otsa

Title:  Associate Director

By:

/s/ Mary E. Evans

Name:  Mary E. Evans

Title:  Associate Director

EXECUTION PAGE TO CREDIT AGREEMENT

657

Signature Page to Credit Agreement dated as of April 17, 2009 among Kimco Realty Corporation, The Bank of Nova Scotia and Others

BANK OF AMERICA, N.A.,  as a Lender

By:

/s/ Eyal Namordi

Name:  Eyal Namordi

Title:  Senior Vice President

EXECUTION PAGE TO CREDIT AGREEMENT

658

Signature Page to Credit Agreement dated as of April 17, 2009 among Kimco Realty Corporation, The Bank of Nova Scotia and Others

CIBC INC.,  as a Lender

By:

/s/ Joel Gershkon

Name:  Joel Gershkon

Title:  Authorized Signatory

EXECUTION PAGE TO CREDIT AGREEMENT

659

Signature Page to Credit Agreement dated as of April 17, 2009 among Kimco Realty Corporation, The Bank of Nova Scotia and Others

CITICORP NORTH AMERICA, INC.,  as a Lender

By:

/s/ Ricardo James

Name:  Ricardo James

Title:  Director

EXECUTION PAGE TO CREDIT AGREEMENT

660

Signature Page to Credit Agreement dated as of April 17, 2009 among Kimco Realty Corporation, The Bank of Nova Scotia and Others

WELLS FARGO BANK NA, as a Lender

By:

/s/ William A. Jordan

Name:  William A. Jordan

Title:  Vice President

EXECUTION PAGE TO CREDIT AGREEMENT

661

Signature Page to Credit Agreement dated as of April 17, 2009 among Kimco Realty Corporation, The Bank of Nova Scotia and Others

BARCLAYS BANK PLC, as a Lender

By:

/s/ Nicholas A. Bell

Name:  Nicholas A. Bell

Title:  Director

EXECUTION PAGE TO CREDIT AGREEMENT

662

EXHIBIT A

TO CREDIT AGREEMENT

[FORM OF]

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”).  Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which (and any other Loan Documents requested by Assignee) is hereby acknowledged by the Assignee.  The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (a) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection wi th the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”).  Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1.	Assignor:
2.	Assignee:
		[and is an Affiliate/Approved Fund of [identify Lender]1]
3.	Borrower:	Kimco Realty Corporation
4.	Administrative Agent:	The Bank of Nova Scotia, as the administrative agent under the Credit Agreement

______________________

1

Select as applicable.

663

5.	Credit Agreement:	The Credit Agreement dated as of April 17, 2009 among Kimco Realty Corporation, the Lenders parties thereto, The Bank of Nova Scotia, as Administrative Agent, and the other agents parties thereto, as amended from time to time
6.	Assigned Interest:

Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/Loans Assigned	Percentage Assigned of Commitment/Loans2
$	$	%

Effective Date:

                               , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The Assignee (in the case of an Assignee that is not a Lender) agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

______________________

2

Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

664

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR
[NAME OF ASSIGNOR]
By:
	Name:
	Title:
ASSIGNEE
[NAME OF ASSIGNEE]
By:
	Name:
	Title:

[Consented to one]³ Accepted:

THE BANK OF NOVA SCOTIA, as

Administrative Agent

By:
	Name:
	Title:

[Consented to:]⁴

KIMCO REALTY CORPORATION

By:
	Name:
	Title:

______________________

3

To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

______________________

4

To be added only if the consent of Kimco is required by the terms of the Credit Agreement.

665

ANNEX 1

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

1.  Representations and Warranties.

1.1

Assignor.  The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of Kimco, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by Kimco, any of its Su bsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2

Assignee.  The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date specified in this Assignment and Assumption, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements [referred to in Section 4.1 thereof] [delivered pursuant to Section 6 .1 thereof as applicable,]⁵ and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and (v) attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including, without limitation, pursuant to Section 2.12(b) (with respect to Non-U.S.  Lenders) or Section 2.12(c) (with respect to U.S.  Lenders) thereof), duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in t aking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2.  Payments.  From and after the aforesaid Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding such Effective Date and to the Assignee for amounts which have accrued from and after such Effective Date.

3.  General Provisions.  This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.  This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument.  Delivery of an executed counterpart of a signature page of this Assignment and Assumption 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 Assignment and Assumption.  This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

______________________

5

Select as applicable.

666

EXHIBIT B

TO CREDIT AGREEMENT

[FORM OF]

NOTE

$[              ]	New York, New York
		, 20[     ]

FOR VALUE RECEIVED, the undersigned, Kimco Realty Corporation ,  a

Maryland corporation (“Kimco”), hereby unconditionally promises to pay to the order of                                                    (the “Lender”) at the office of THE BANK OF NOVA SCOTIA, located at One Liberty Plaza, New York, New York 10006 (or at such other address as the Administrative Agent may hereafter specify by notice to Kimco), in immediately available funds, on the date or dates specified in the Credit Agreement referred to below, the aggregate unpaid principal amount of all Loans made by the Lender to Kimco pursuant to Section 2.2 or Section 10.8 of the Credit Agreement.  All payments due to the Lender hereunder shall be made to the Lender at the place, in the currency and in the manner specified in such Credit Agreement.  Kimco further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.6 of such Credit Agreement.

The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type, currency and amount of each Loan made pursuant to the Credit Agreement, 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 Eurocurrency Loans, the length of each Interest Period with respect thereto.  Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed, provided that the failure of the holder of this Note to make any such endorsement or any error in any such endorsement shall not affect the obligations of Kimco in respect of such Loan.

This Note (a) is one of the Notes referred to in the Credit Agreement dated as of April 17, 2009 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Kimco, the several banks, financial institutions and other entities from time to time parties thereto (collectively, the “Lenders”), The Bank of Nova Scotia, as Administrative Agent, and the other agents parties thereto, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional prepayment in whole or in part as provided in the Credit Agreement.  This Note is guaranteed as provided in the Credit Agreement and the Subsidiary Guarantees, if any.

Upon the occurrence of any one or more of the Events of Default, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement.

All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind.

667

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

[Remainder of page intentionally left blank]

NOTE

668

KIMCO REALTY CORPORATION
By:
	Name:  Glenn G. Cohen
	Title:     Vice President, Treasurer and Chief
	Accounting Officer

NOTE

669

Schedule A

To Note

LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS

Date Amount of ABR Loans Amount Converted to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Loans Notation Made By

NOTE

670

Schedule B

To Note

LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY LOANS

Date Amount of Eurocurrency Loans Amount Converted to or Continued as Eurocurrency Loans Interest Period and Eurocurrency Rate with Respect Thereto Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Loans Converted to ABR Loans Unpaid Principal Balance of Eurocurrency Loans Notation Made By

671

EXHIBIT C

TO CREDIT AGREEMENT

[FORM OF] SUBSIDIARY GUARANTEE

SUBSIDIARY GUARANTEE, dated as of [ ] (as amended, supplemented or otherwise modified from time to time, this “Subsidiary Guarantee”), made by each of the subsidiaries of KIMCO REALTY CORPORATION that are signatories hereto (the “Subsidiary Guarantors”), in favor of THE BANK OF NOVA SCOTIA, as Administrative Agent (in such capacity, the “Administrative Agent”) for the several banks, financial institutions and other entities from time to time parties to the Credit Agreement (the “Lenders”), dated as of April 17, 2009 (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among KIMCO REALTY CORPORATION (“Kimco”), the Lenders, the Administrative Agent, and the other agents parties thereto.

WITNESSETH:

WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed to make Loans to Kimco, upon the terms and subject to the conditions set forth therein (the “Loans”);

WHEREAS, Kimco owns directly or indirectly all or a portion of the issued and outstanding Capital Stock of each Subsidiary Guarantor; and

WHEREAS, Kimco and the Subsidiary Guarantors are engaged in related businesses, and each Subsidiary Guarantor will derive substantial direct and indirect benefit from the making of and/or the availability of the Loans;

NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective Loans to Kimco under the Credit Agreement, the Subsidiary Guarantors hereby agree with the Administrative Agent, for the ratable benefit of the Administrative Agent and the Lenders, as follows:

1.

Defined Terms.  a)  Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

(b)

As used herein, “Obligations” means the collective reference to the unpaid principal of and interest on the Loans, the Notes and all other obligations and liabilities of Kimco to the Administrative Agent or the Lenders (including, without limitation, interest accruing at the then applicable rate provided in the Credit Agreement after the maturity of the Loans, and interest accruing at the then applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to Kimco, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter incurred, which may arise under the Credit Agreement, the Notes, the other Loan Documents or any other document made, delivered or given in connection therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise and whether pre-judgment or post-judgment (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or the Lenders that are required to be paid by Kimco pursuant to the terms of the Credit Agreement or any other Loan Document).

672

(c)

The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Subsidiary Guarantee shall refer to this Subsidiary Guarantee as a whole and not to any particular provision of this Subsidiary Guarantee, and section references are to this Subsidiary Guarantee 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.

2.

Subsidiary Guarantee.  b)  Subject to the provisions of Section 2(b), each Subsidiary Guarantor hereby, jointly and severally, absolutely, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Administrative Agent, the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by Kimco when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations.

(b)

Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors.

(c)

Each Subsidiary Guarantor further agrees to pay any and all expenses (whether pre-judgment or post-judgment and including, without limitation, all fees and disbursements of counsel) which may be paid or incurred by the Administrative Agent or any Lender in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Subsidiary Guarantor under this Subsidiary Guarantee.  This Subsidiary Guarantee shall remain in full force and effect until the Obligations are paid in full in cash.

(d)

Each Subsidiary Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing this Subsidiary Guarantee or affecting the rights and remedies of the Administrative Agent or any Lender hereunder.

(e)

No payment or payments made by Kimco, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from Kimco, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment or payments other than payments made by such Subsidiary Guarantor in respect of the Obligations or payments received or collected from such Subsidiary Guarantor in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such Subsidiary Guarantor hereunder until the Obligations are paid in full in cash.

(f)

Each Subsidiary Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any Lender on account of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under this Subsidiary Guarantee for such purpose.

3.

Right of Contribution.  Each Subsidiary Guarantor hereby agrees that to the extent that a Subsidiary Guarantor shall have paid more than its proportionate share of any payment made hereunder,

673

such Subsidiary Guarantor shall be entitled to seek and receive contribution from and against any other Subsidiary Guarantor hereunder who has not paid its proportionate share of such payment.  Each Subsidiary Guarantor’s right of contribution shall be subject to the terms and conditions of Section 5 hereof.  The provisions of this Section 3 shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Administrative Agent and the Lenders, and each Subsidiary Guarantor shall remain liable to the Administrative Agent and the Lenders for the full amount guaranteed by such Subsidiary Guarantor hereunder.

4.

Right of Set-off.  If an Event of Default shall have occurred and be continuing, the Administrative Agent and each Lender are hereby authorized, without notice to such Subsidiary Guarantor or any other Subsidiary Guarantor, any such notice being expressly waived by each Subsidiary Guarantor, to set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, 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 the Administrative Agent or such Lender to or for the credit or the account of such Subsidiary Guarantor, or any part thereof, in such amounts as the Administrative Agent or such Lender may elect, against and on account of the obligations and liabilities of such Subsidiary Guarantor to the Administrative Agent or such L ender hereunder and claims of every nature and description of the Administrative Agent or such Lender against such Subsidiary Guarantor, in any currency, whether arising hereunder, under the Credit Agreement, any Note, any other Loan Documents or otherwise, as the Administrative Agent or such Lender may elect, whether or not the Administrative Agent or any Lender has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured.  The Administrative Agent and each Lender shall notify such Subsidiary Guarantor promptly of any such set-off and the application made by the Administrative Agent or such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application.  The rights of the Administrative Agent and each Lender under this Section 4 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Administrative Agent or such Lender may have.

5.

No Subrogation.  Notwithstanding any payment or payments made by any of the Subsidiary Guarantors hereunder or any set-off or application of funds of any of the Subsidiary Guarantors by the Administrative Agent or any Lender, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against Kimco or any other Subsidiary Guarantor or guarantee or right of offset held by any Lender for the payment of the Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from Kimco or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by Kimco on account of the Obligations are paid in full in cash.  If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full in cash, such amount shall be held by such Subsidiary Guarantor in trust for the Administrative Agent and the Lenders, shall be segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Administrative Agent in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

6.

Amendments, etc. with respect to the Obligations; Waiver of Rights.  Each Subsidiary Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Subsidiary Guarantor and without notice to or further assent by any Subsidiary Guarantor, any demand for payment of any of the Obligations made by the Administrative Agent or any Lender may be rescinded by such party and any of the Obligations continued, and the Obligations, or the liability of any

674

other party upon or for any part thereof, or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and the Credit Agreement, the Notes and the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (all of the Lenders and/or the Required Lenders, as the case may be) may deem advisable from time to time, and any guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released.  When making any demand hereunder against any of the Subsidiary Guarantors, the Administrative Agent or any Lender may, but shal l be under no obligation to, make a similar demand on Kimco or any other Subsidiary Guarantor or guarantor, and any failure by the Administrative Agent or any Lender to make any such demand or to collect any payments from Kimco or any such other Subsidiary Guarantor or guarantor or any release of Kimco or such other Subsidiary Guarantor or guarantor shall not relieve any of the Subsidiary Guarantors in respect of which a demand or collection is not made or any of the Subsidiary Guarantors not so released of their joint and several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender against any of the Subsidiary Guarantors.  For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.

7.

Guarantee Absolute and Unconditional.  Each Subsidiary Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Subsidiary Guarantee or acceptance of this Subsidiary Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Subsidiary Guarantee; and all dealings between Kimco and any of the Subsidiary Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Subsidiary Guarantee.  Each Subsidiary Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Kimco or any o f the Subsidiary Guarantors with respect to the Obligations.  Each Subsidiary Guarantor understands and agrees that this Subsidiary Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Note or any other Loan Document, any of the Obligations or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by Kimco or any Subsidiary Guarantor or other obligor in respect of any of the Obligations against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of Kimco or such Subsidiary Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of Ki mco for the Obligations, or of such Subsidiary Guarantor under this Subsidiary Guarantee, in bankruptcy or in any other instance.  When pursuing its rights and remedies hereunder against any Subsidiary Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against Kimco or any other Person or against any guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from Kimco or any such other Person or to realize upon any such guarantee or to exercise any such right of offset, or any release of Kimco or any such other Person or any guarantee or right of offset, shall not relieve such Subsidiary Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Lend ers against such Subsidiary Guarantor.  This Subsidiary Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Subsidiary

675

Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations shall have been satisfied by payment in full in cash.

8.

Reinstatement.  Notwithstanding anything to the contrary in this Subsidiary Guarantee, this Subsidiary Guarantee shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Kimco or any Subsidiary Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, Kimco or any Subsidiary Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made.

9.

Payments.  Each Subsidiary Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim, in the currency of the applicable Obligation, at the office of the Administrative Agent located at One Liberty Plaza, New York, New York 10006 or to such other office as the Administrative Agent may hereafter specify by notice to such Subsidiary Guarantor.

10.

Representations and Warranties; Covenants.  c)  Each Subsidiary Guarantor hereby represents and warrants that (i) the Baseline Conditions relating to it are satisfied in all material respects on and as of the date hereof; and (ii) it is a Wholly Owned Subsidiary, provided that each reference in any representation and warranty to Kimco’s knowledge shall, for the purposes of this paragraph (a), be deemed to be a reference to such Subsidiary Guarantor’s knowledge.

(b)

Each Subsidiary Guarantor hereby covenants and agrees with the Administrative Agent and each Lender that, from and after the date of this Subsidiary Guarantee until the Obligations are paid in full in cash, such Subsidiary Guarantor shall take, or shall refrain from taking, as the case may be, all actions that are necessary to be taken or not taken so that no violation of any provision, covenant or agreement contained in Articles VI or VII of the Credit Agreement, and so that no Default or Event of Default, is caused by any act or failure to act of such Subsidiary Guarantor or any of its Subsidiaries.

11.

Authority of Agent.  Each Subsidiary Guarantor acknowledges that the rights and responsibilities of the Administrative Agent under this Subsidiary Guarantee with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Subsidiary Guarantee shall, as between the Administrative Agent and the Lenders, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Administrative Agent and such Subsidiary Guarantor, the Administrative Agent shall be conclusively presumed to be acting as agent for the Lenders with full and valid authority so to act or refrain from acting, and no Subsidiary Guarantor shall be under any obligation, or entitlement, to make any inq uiry respecting such authority.

12.

Notices.  All notices, requests and demands pursuant hereto shall be made in accordance with Section 10.2 of the Credit Agreement, provided that any such notice, request or demand to or upon any Subsidiary Guarantor shall be addressed to such Subsidiary Guarantor at the notice address set forth under its signature below.

13.

Counterparts.  This Subsidiary Guarantee may be executed by one or more of the Subsidiary Guarantors 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

676

the counterparts of this Subsidiary Guarantee signed by all the Subsidiary Guarantors shall be lodged with the Administrative Agent.  Delivery of an executed counterpart of a signature page of this Subsidiary Guarantee 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 Subsidiary Guarantee.

14.

Severability.  Any provision of this Subsidiary Guarantee 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.

15.

Integration.  This Subsidiary Guarantee represents the entire agreement of each Subsidiary Guarantor with respect to the subject matter hereof and there are no promises or representations by the Administrative Agent or any Lender relative to the subject matter hereof not reflected herein.

16.

Amendments in Writing; No Novation; No Waiver; Cumulative Remedies.  d)  None of the terms or provisions of this Subsidiary Guarantee may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the affected Subsidiary Guarantor(s) and the Administrative Agent in accordance with Section 10.1 of the Credit Agreement.

(b)

Neither the Administrative Agent nor any Lender shall by any act (except by a written instrument pursuant to Section 16(a) hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default or in any breach of any of the terms and conditions hereof.  No failure to exercise, nor any delay in exercising, on the part of the Administrative Agent or any Lender, any right, power or privilege hereunder shall operate as a waiver thereof.  No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  A waiver by the Administrative Agent or any Lender of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Administrative Agent or such Lender would o therwise have on any future occasion.

(c)

The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

17.

Section Headings.  The section headings used in this Subsidiary Guarantee are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

18.

Successors and Assigns.  This Subsidiary Guarantee shall be binding upon the successors and assigns of each Subsidiary Guarantor and shall inure to the benefit of the Administrative Agent and the Lenders and their successors and assigns, except that no Subsidiary Guarantor may assign, transfer or delegate any of its rights or obligations under this Subsidiary Guarantee without the prior written consent of each Lender, and any such assignment or transfer without such consent shall be null and void.

19.

Governing Law.  This Subsidiary Guarantee shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

20.

Submission To Jurisdiction; Waivers.  Each Subsidiary Guarantor hereby irrevocably and unconditionally:

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(a)

submits for itself and its property in any legal action or proceeding relating to this Subsidiary Guarantee 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;

(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, at its address set forth under its signature below;

(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 referred to in this Section 20 any special, exemplary, punitive or consequential damages.

21.

WAIVERS OF JURY TRIAL.  EACH SUBSIDIARY GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

[Execution Pages Follow]

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IN WITNESS WHEREOF, each of the undersigned has caused this Subsidiary Guarantee to be duly executed and delivered by its duly authorized officer as of the day and year first above written.

[Insert name of Subsidiary Guarantor]
By:
	Name:
	Title:

Address for Notices for all Subsidiary Guarantors:

c/o Kimco Realty Corporation

3333 New Hyde Park Road, Suite 100

New Hyde Park, NY 11042

Attn: Glenn G.  Cohen

Tel: (516) 869-9000

Fax: (516) 869-2572

EXECUTION PAGE TO SUBSIDIARY GUARANTY

679

EXHIBIT D

TO CREDIT AGREEMENT

[FORM OF] OPINION OF LOAN PARTY COUNSEL

See attached.

680

Law Offices

Of

Robert P. Schulman

8471 Casa Del Lago – 28A

Boca Raton, FL  33433

Tel:  (561) 482-0797

Fax:  (561) 477-9848 Cell:  (561) 715-7604

April 17, 2009

To the Lenders,

and Administrative Agent

referred to in the Credit Agreement

referred to below

c/o The Bank of Nova Scotia, as Administrative Agent

One Liberty Plaza

New York, New York 10006

Ladies and Gentlemen:

I am attorney for KIMCO REALTY CORPORATION, a Maryland corporation (“Kimco””), and have acted as special counsel to Kimco and the other Loan Parties (as defined in the Credit Agreement referred to below) in connection with (a) that certain Credit Agreement, dated as of April 17, 2009, (the “Credit Agreement”) among Kimco, the several banks, financial institutions and other entities from time to time parties thereto (collectively, the “Lenders”); THE BANK OF NOVA SCOTIA, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”), and the other agents parties thereto, (b) the Subsidiary Guarantee, dated as of April 17, 2009 (the “Subsidiary Guarantee”) made by the Subsidiary Guarantors in favor of the Administrative Agent, and (c) the Notes referred to in the Credit Agreement and issued by Kimco on the date hereof to the order of certain Lenders at their request (the “Notes”).  Capitalized terms used herein but not herein defined shall have the meanings assigned thereto in the Credit Agreement.

The opinions expressed below are furnished to you pursuant to Section 5.1(h) of the Credit Agreement.  Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

In arriving at the opinions expressed below,

(a)

I have examined and relied on the original, or copies certified or otherwise identified to my satisfaction, of each of (1) the Credit Agreement (2) the Notes and (3) the Subsidiary Guarantee (collectively; the “Transaction Documents”); and

(b)

I have examined such corporate documents and records of Kimco and the other Loan Parties and such other instruments and certificates of public officials, officers and representatives of Kimco , the other Loan Parties and other Persons as I have deemed necessary or appropriate for the purposes of this opinion.

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In arriving at the opinions expressed below, I have made such investigations of law in each case as I have deemed appropriate as a basis for such opinions, and I have assumed, without independent investigation or inquiry, (a) the authenticity of all documents submitted to me as originals, (b) the genuineness of all signatures on all documents that I examined (other than those of the Loan Parties and officers of the Loan Parties) and (c) the conformity to authentic originals of documents submitted to me as certified, conformed or photostatic copies.

When my opinions expressed below are stated “to the best of my knowledge,” I have made reasonable and diligent investigation of the subject matters of such opinions and have no reason to believe that there exist any facts or other information that would render such opinions incomplete or incorrect.

Based upon and subject to the foregoing, I am of the opinion that:

1.

Kimco (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate 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 and (c) 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 that the failure to be so qualified could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

2.

Each of the Subsidiary Guarantors (a) is duly organized, validly existing and (if applicable) in good standing under the laws of the jurisdiction of its organization, (b) 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 and (c) 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, except, in the case of clauses (a), (b) and (c) above, as could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

3.

Each 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 its obligations under each of the Transaction Documents to which it is a party and, in the case of Kimco , to borrow Loans.  Each 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 Transaction Document to which it is a party and, in the case of Kimco , the borrowing of Loans on the terms and conditions set forth in the Credit Agreement.  No consent or authorization of, approval by, notice to, filing with or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowing of Loans or with the execution, delivery, performance, validity or enforceability of the Transaction Documents.

4.

Each of the Transaction Documents has been duly executed and delivered on behalf of each Loan Party and constitutes a legal, valid and binding obligation of each such Loan Party, enforceable against each such Loan Party in accordance with its terms.

682

5.

The execution and delivery of the Transaction Documents, the performance by each Loan Party of its obligations thereunder, the consummation of the transactions contemplated thereby, the compliance by each Loan Party with any of the provisions thereof, the borrowing of Loans, and the use of proceeds thereof, all as provided in the Credit Agreement, (a) will not violate, or constitute a default under, any Requirement of Law or, to the best of my knowledge, any Contractual Obligations of any Loan Party and (b) will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues.

6.

To the best of my knowledge, no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or threatened by or against any Loan Party or against any of their respective properties or revenues (a) with respect to the Credit Agreement or any of the other Transaction Documents, or (b) which could reasonably be expected to have a Material Adverse Effect.

7.

No Loan Party is (a) an “investment company,” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended, or (b) a “holding company” as defined in, or otherwise subject to regulation under, the Public Utility Holding Company Act of 1935.  No Loan Party is subject to regulation under any Federal or state statute or regulation which limits its ability to incur Indebtedness.

I am a member of the bar of the State of New York and I express no opinion as to the laws of any jurisdiction other than the laws of the State of New York, the General Corporate Law of the States of Maryland and Delaware and the Federal laws of the United States of America.

Very truly yours

Robert P. Schulman

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EXHIBIT E-1

TO CREDIT AGREEMENT

[FORM OF]

CLOSING CERTIFICATE

OF

KIMCO REALTY CORPORATION

Pursuant to Section 5.1(j) of the Credit Agreement, dated as of April 17, 2009 (the “Credit Agreement”; terms defined therein being used herein as therein defined), among KIMCO REALTY CORPORATION (the “Certifying Loan Party”), the several banks, financial institutions and other entities from time to time parties thereto (collectively, the “Lenders”), THE BANK OF NOVA SCOTIA, as Administrative Agent for the Lenders thereunder, and the other agents parties thereto:

The undersigned [Vice President, Chief Accounting Officer and Treasurer] of the Certifying Loan Party hereby certifies as follows:

1.

Each of the conditions set forth in Section 5.1 of the Credit Agreement have been satisfied.

2.

The representations and warranties of the Certifying Loan Party set forth in each of the Loan Documents to which it is a party or which are contained in any certificate furnished by or on behalf of the Certifying Loan Party pursuant to or in connection with any of the Loan Documents to which it is a party are true and correct in all material respects on and as of the date hereof with the same effect as if made on the date hereof except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date;

3.

No Default or Event of Default has occurred and is continuing as of the date hereof or shall have occurred and be continuing as of the date hereof or after giving effect to any Loans to be made on the date hereof pursuant to the Credit Agreement;

4.

                          is the duly elected and qualified Assistant Secretary of the Certifying Loan Party and the signature set forth for such officer below is such officer’s true and genuine signature;

and the undersigned Assistant Secretary of the Certifying Loan Party hereby certifies as follows:

5.

There are no liquidation or dissolution proceedings pending or to my knowledge threatened against the Certifying Loan Party, nor has any other event occurred adversely affecting or threatening the continued corporate existence of the Certifying Loan Party after the date hereof;

6.

The Certifying Loan Party is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization;

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7.

Attached hereto as Annex 1 is a correct and complete copy of resolutions duly adopted by the Board of Directors of the Certifying Loan Party on [             ], 2009 (the “Resolutions”) authorizing (i) the execution, delivery and performance of the Loan Documents to which it is a party and (ii) the transactions (including the obtaining of Loans under the Credit Agreement) contemplated by the Loan Documents to which it is a party; such Resolutions have not in any way been amended, modified, revoked or rescinded and have been in full force and effect since their adoption to and including the date hereof and are now in full force and effect; and such Resolutions are the only corporate proceedings of the Certifying Loan Party now in force relating to or affecting the matters referred to therein; attached hereto as Annex 2 is a correct an d complete copy of the By-Laws of the Certifying Loan Party as in effect on the date hereof and on the date immediately prior to the date that the Resolutions were adopted, and such By-Laws have not been amended, repealed, modified or restated; and attached hereto as Annex 3 is a correct and complete copy of the Certificate of Incorporation of the Certifying Loan Party as in effect on the date hereof and on the date immediately prior to the date that the Resolutions were adopted, and such certificate has not been amended, repealed, modified or restated;

8.

The following persons are now duly elected and qualified officers of the Certifying Loan Party holding the offices indicated next to their respective names below, and the signatures appearing opposite their respective names below are the true and genuine signatures of such officers, and each of such officers is duly authorized to execute and deliver, on behalf of the Certifying Loan Party, each of the Loan Documents to which it is a party, and each of such officers is duly authorized to execute and deliver on behalf of the Certifying Loan Party any certificate or other document to be delivered by the Certifying Loan Party pursuant to the Loan Documents to which it is a party:

Name	Office	Signature
[Glenn G. Cohen]	[Vice President, Chief
	Accounting Officer & Treasurer]
[Kathleen Gazerro]	[Assistant Secretary]

[Signature page to follow]

685

IN WITNESS WHEREOF, the undersigned have hereunto set our names as of the date set forth below.

Name: [Glenn G. Cohen]	Name: [Kathleen Gazerro]
Title: [Vice President, Chief Accounting Officer & Treasurer]	Title:  [Assistant Secretary]

Date:  [                         ], 2009

686

Annex 1

To Closing Certificate

Resolution

ACTION OF THE BOARD OF DIRECTORS OF

KIMCO REALTY CORPORATION

TAKEN WITHOUT A MEETING BY WRITTEN CONSENT

The undersigned, being all the members of the Board of Directors (the “Board”) of Kimco Realty Corporation, a Maryland corporation (the “Company”), do hereby adopt the resolutions set out herein by written consent, without a meeting, as of                            , 2009:

WHEREAS, it is proposed that the Company enter into an up to $300 million term loan credit facility (the “Facility”) under a credit agreement to be entered into by the Company, The Bank of Nova Scotia, as administrative agent, the lenders party thereto, and the other agents party thereto (the “Credit Agreement”); and

WHEREAS, the Company reasonably expects to derive benefit from the transactions contemplated by the Credit Agreement.

NOW THEREFORE, BE IT:

RESOLVED, that the Board hereby determines that it is advisable and in the best interests of the Company to borrow, issue notes, pay interest, repay and prepay principal and perform all of its obligations under the following documents (collectively, the “Loan Documents”):

·

The Credit Agreement;

·

Any notes issued as contemplated by the Credit Agreement; and

·

Any documents executed pursuant to or in connection with any of the foregoing.

RESOLVED, that the Board hereby determines that the provisions of the Loan Documents are advisable and in the best interests of the Company.

RESOLVED, that each of the Loan Documents, consistent with terms previously discussed, be and each of them hereby is, approved and adopted, and that the President, the Secretary, each Vice President and each Assistant Secretary of the Company be, and each of them hereby is, authorized and directed for and on behalf of the Company to execute and deliver such agreement, with such changes, omissions or insertions therein as the President, the Secretary or each Vice President and each Assistant Secretary of the Company executing the same may approve, and to take such actions as may be necessary or advisable to comply with the terms of the Loan Documents and to consummate the transactions contemplated thereby.

RESOLVED, that the President, the Secretary, each Vice President and each Assistant Secretary of the Company are, and each of them hereby is, authorized and directed for and on behalf of the Company to negotiate, execute, and deliver from time to time any amendments or modifications of any of the Loan Documents in or ancillary thereto, and directed on its own behalf to perform fully the obligations thereunder.

RESOLVED, that the President, the Secretary, each Vice President and each Assistant Secretary of the Company are, and each of them hereby is, authorized and directed for and on behalf of the Company to certify as to all matters pertaining to the acts and transactions contemplated by the foregoing resolutions or agreements contemplated in the foregoing resolutions.

RESOLVED, that the Company be, and hereby is, authorized to borrow, issue notes, pay interest, repay and prepay principal and perform all its obligations under the Loan Documents.

RESOLVED, that the Lenders and the Administrative Agent may rely on these resolutions and that the authorization herein set forth shall remain in full force and effect until written notice of their modification or discontinuance shall be given to and actually received by the Administrative Agent at its address designated in the documents mentioned above, but no such modification or discontinuance shall affect the validity of the acts of any person authorized to so act by these resolutions performed prior to the receipt of such notice by the Administrative Agent.

RESOLVED, that the President, the Secretary, each Vice President and each Assistant Secretary of the Company are, and each of them hereby is, authorized to sign or execute (under the common seal of the Company if appropriate) and deliver on behalf of the Company any and all agreements, instruments, certificates and other documents whatsoever (including, without limitation, any powers of attorney authorizing any person to act on behalf of the Company or the Company’s shareholders or option holders), and do any and all other things whatsoever, as is deemed necessary or appropriate under any applicable law or as such director or officer shall in his absolute and unfettered discretion deem appropriate in connection with any of the foregoing resolutions and any matters ancillary thereto and/or to carry out the purposes and intent thereof.

687

RESOLVED, that any and all agreements, instruments and other documents whatsoever, and any and all actions whatsoever, heretofore or hereafter executed, delivered, filed and/or taken by the President, the Secretary, any Vice President or any Assistant Secretary of the Company on behalf of the Company in connection with the subject matter of these resolutions be and are hereby approved, ratified and confirmed in all respects as the acts and deeds of the Company as if such actions had been presented to this Board for its approval prior to such acts being taken.

RESOLVED, that this unanimous written consent of the Board may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one unanimous written consent of the Board.

[SIGNATURE PAGE FOLLOWS]

688

IN WITNESS WHEREOF, the undersigned members of the Board of Directors of Kimco Realty Corporation have duly executed this unanimous written consent as of the date set forth below.

Dated:                     , 2009

Milton Cooper

Philip E. Coviello

Michael J. Flynn

Richard G. Dooley

Frank Lourenso

Joe Grills

David B. Henry

Richard B. Saltzman

F. Patrick Hughes

[SIGNATURE PAGE TO KIMCO REALTY CORPORATION UNANIMOUS WRITTEN CONSENT]

689

Annex 2

To Closing Certificate

By-Laws

[Incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008]

690

Annex 3

To Closing Certificate

Certificate of Incorporation

[Incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008]

691

EXHIBIT E-2

TO CREDIT AGREEMENT

[FORM OF]

CLOSING CERTIFICATE

OF

SUBSIDIARY GUARANTOR

[TO BE ADAPTED FOR ENTITY TYPES OF THE VARIOUS SUBSIDIARY GUARANTORS]

Pursuant to Section 5.1(j) of the Credit Agreement, dated as of April 17, 2009 (the “Credit Agreement”; terms defined therein being used herein as therein defined), among KIMCO REALTY CORPORATION (“Kimco”), the several banks, financial institutions and other entities from time to time parties thereto (collectively, the “Lenders”), THE BANK OF NOVA SCOTIA, as Administrative Agent for the Lenders thereunder, and the other agents parties thereto:

The undersigned [Vice President, Chief Accounting Officer and Treasurer] of the undersigned Subsidiary Guarantor (the “Certifying Loan Party”) hereby certifies as follows:

9.

The Baseline Conditions relating to the Certifying Loan Party are satisfied in all material respects on and as of the date hereof;

10.

No Default or Event of Default has occurred and is continuing as of the date hereof or shall have occurred and be continuing as of the date hereof or after giving effect to any Loans to be made on the date hereof pursuant to the Credit Agreement;

11.

                          is the duly elected and qualified Assistant Secretary of the Certifying Loan Party and the signature set forth for such officer below is such officer’s true and genuine signature;

and the undersigned Assistant Secretary of the Certifying Loan Party hereby certifies as follows:

12.

There are no liquidation or dissolution proceedings pending or to my knowledge threatened against the Certifying Loan Party, nor has any other event occurred adversely affecting or threatening the continued corporate existence of the Certifying Loan Party after the date hereof;

13.

The Certifying Loan Party is a [corporation] [limited partnership] [limited liability company] duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization;

14.

Attached hereto as Annex 1 is a correct and complete copy of resolutions duly adopted by the Board of Directors of the Certifying Loan Party on [              ], 2009 authorizing (i) the execution, delivery and performance of the Loan Documents to which it is a party and (ii) the transactions contemplated by the Loan Documents to which it is a party; such resolutions have not in any way been amended, modified, revoked or rescinded and have been in full force and effect since their adoption to and including the date hereof and are now in full force and effect; and such resolutions are the only corporate proceedings of the Certifying Loan Party now in force relating to or affecting the matters referred to therein.

692

15.

The following persons are now duly elected and qualified officers of the Certifying Loan Party holding the offices indicated next to their respective names below, and the signatures appearing opposite their respective names below are the true and genuine signatures of such officers, and each of such officers is duly authorized to execute and deliver, on behalf of such Certifying Loan Party, each of the Loan Documents to which it is a party, and each of such officers is duly authorized to execute and deliver on behalf of such Certifying Loan Party any certificate or other document to be delivered by such Certifying Loan Party pursuant to the Loan Documents to which such Certifying Loan Party is a party:

Name	Office	Signature
[Glenn G. Cohen]	[Vice President, Chief
	Accounting Officer & Treasurer]
[Kathleen Gazerro]	[Assistant Secretary]

693

IN WITNESS WHEREOF, the undersigned have hereunto set our names as of the date set forth below.

[LIST OF GUARANTORS TO BE PROVIDED]

Name: [Glenn G. Cohen]	Name: [Kathleen Gazerro]
Title: [Vice President, Chief Accounting Officer & Treasurer]	Title:  [Assistant Secretary]

Date:  [                           ], 2009

694

Annex 1

To Closing Certificate

Resolutions

ACTION OF THE BOARD OF DIRECTORS OF

KRC LATIN AMERICA GP CORPORATION

TAKEN WITHOUT A MEETING BY WRITTEN CONSENT

The undersigned, being all the members of the Board of Directors (the “Board”) of KRC Latin America GP Corporation, a corporation organized and existing under the laws of the State of Delaware (the “General Partner”), which is the general partner of KRC Latin American Holdings L.P., a limited partnership organized and existing under the laws of the Province of Quebec, Canada (the “Sole Member”), which is the sole member of KRC Mexico Acquisition, LLC, a limited liability company organized and existing under the laws of the State of Delaware (the “Company”), do hereby adopt the resolutions set out herein by written consent, without a meeting, as of April    , 2009:

WHEREAS, the Company is a wholly owned direct subsidiary of Kimco Realty Corporation, a Maryland corporation (the “Parent Company”);

WHEREAS, it is proposed that the Parent Company enter into an up to $300 million term loan credit facility (the “Facility”) under a credit agreement (the “Credit Agreement”) to be entered into by the Parent Company, The Bank of Nova Scotia, as administrative agent (the “Administrative Agent”), the other agents party thereto, and the lenders party thereto (collectively, the “Lenders”);

WHEREAS, as a condition of entering into the Credit Agreement with the Parent Company, the Administrative Agent and the Lenders have required that the Company execute a certain guarantee (the “Guarantee”) in favor of the Administrative Agent and the Lenders pursuant to which the Company guarantees to the Administrative Agent and the Lenders the payment and performance of the obligations of the Parent Company under the Credit Agreement and the other loan documents related to the Facility; and

WHEREAS, the Company, as a wholly owned direct subsidiary of the Parent Company, reasonably expects to derive benefit from the transactions contemplated by the Credit Agreement.

NOW THEREFORE, BE IT:

RESOLVED, that the Board hereby determines that it is advisable and in the best interests of the Company to execute and deliver the Guarantee.

RESOLVED, that the Board hereby determines that the terms and provisions of the Guarantee are advisable and in the best interests of the Company.

RESOLVED, that the Guarantee, consistent with terms previously discussed, is, approved and adopted, and that the President, each Vice President, the Secretary and each Assistant Secretary of the General Partner be, and each of them hereby is, authorized and directed for and on behalf of the Company to execute and deliver such Guarantee, with such changes, omissions or insertions therein as the President, any Vice President, the Secretary or any Assistant Secretary of the Company executing the same may approve, and to take such actions as may be necessary or advisable to comply with the terms of the Guarantee and to consummate the transactions contemplated thereby.

RESOLVED, that the President, each Vice President, the Secretary and each Assistant Secretary of the General Partner are, and each of them hereby is, authorized and directed for and on behalf of the Company to negotiate, execute, and deliver from time to time any amendments or modifications of the Guarantee in or ancillary thereto, and directed on its own behalf to perform fully the obligations thereunder.

RESOLVED, that the President, each Vice President, the Secretary and each Assistant Secretary of the General Partner are, and each of them hereby is, authorized and directed for and on behalf of the Company to certify as to all matters pertaining to the acts and transactions contemplated by the foregoing resolutions or agreements contemplated in the foregoing resolutions.

RESOLVED, that the Company be, and hereby is, authorized to perform all its obligations under the Guarantee.

RESOLVED, that the Lenders and the Administrative Agent may rely on these resolutions and that the authorization herein set forth shall remain in full force and effect until written notice of their modification or discontinuance shall be given to and actually received by the Administrative Agent at its address designated in the documents mentioned above, but no such modification or discontinuance shall affect the validity of the acts of any person authorized to so act by these resolutions performed prior to the receipt of such notice by the Administrative Agent.

695

RESOLVED, that the President, each Vice President, the Secretary and each Assistant Secretary of the General Partner are, and each of them hereby is, authorized to sign or execute (under the common seal of the Company if appropriate) and deliver on behalf of the Company any and all agreements, instruments, certificates and other documents whatsoever (including, without limitation, any powers of attorney authorizing any person to act on behalf of the Company or the Company’s shareholders or option holders), and do any and all other things whatsoever, as is deemed necessary or appropriate under any applicable law or as such director or officer shall in his absolute and unfettered discretion deem appropriate in connection with any of the foregoing resolutions and any matters ancillary thereto and/or to carry out the purposes and intent thereof.

RESOLVED, that any and all agreements, instruments and other documents whatsoever, and any and all actions whatsoever, heretofore or hereafter executed, delivered, filed and/or taken by the President, any Vice President, the Secretary or any Assistant Secretary of the General Partner on behalf of the Company in connection with the subject matter of these resolutions be and are hereby approved, ratified and confirmed in all respects as the acts and deeds of the Company as if such actions had been presented to this Board for its approval prior to such acts being taken.

RESOLVED, that this unanimous written consent of the Board of Directors may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one unanimous written consent of the Board of Directors.

696

IN WITNESS WHEREOF, the undersigned members of the Board of Directors of KRC Latin America GP Corporation have duly executed this unanimous written consent as of the date set forth below.

Dated:                             , 2009

Milton Cooper

Michael V. Pappagallo

David B. Henry

[SIGNATURE PAGE TO KRC LATIN AMERICA GP CORPORATION UNANIMOUS WRITTEN CONSENT]

697

EXHIBIT F

TO CREDIT AGREEMENT

FORM OF COMPLIANCE CERTIFICATE

[For the Fiscal Quarter ended	]
[For the Fiscal Year ended	]
This Compliance Certificate is furnished pursuant to Section 6.2(b) of the Credit Agreement dated as of April 17, 2009 (the “Credit Agreement”), among KIMCO REALTY CORPORATION (“Kimco”), the Several Lenders from Time to Time Parties Hereto, THE BANK OF NOVA SCOTIA, as Administrative Agent, and the other agents party thereto.  Unless otherwise defined herein, the terms used in this Compliance Certificate have the meanings ascribed thereto in the Credit Agreement.
The undersigned Responsible Officer of Kimco hereby certifies as follows:
(1)        The financial statements referred to in Section 6.1(a) or 6.1(b), as the case may be, of the Credit Agreement which are delivered concurrently with the delivery of this Compliance Certificate are complete and correct in all material respects and have been prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods except as approved by the accountants performing the audit in connection therewith or the undersigned, as the case may be, and disclosed therein.
(Amounts presented in 000’s except ratios)

1.

Total Indebtedness Ratio (Section 7.1(a))

(a)

Total Indebtedness: (without duplication of letter of credit obligations)

(b)

Gross Asset Value

(i)

Total EBITDA

1.

Consolidated Net Income

2.

Adjustments to Consolidated Net Income:

add back:

A.

Depreciation and Amortization

B.

Losses on extraordinary items

C.

Losses on operating real estate sales

D.

Losses on early extinguishment of debt

E.

Losses on impairments

F.

Losses on investments in marketable securities

G.

 Provisions for income taxes

H.

EBITDA adjustment of Unconsolidated Entities

I.

Total interest expense

and subtract:

A.

Gain on extraordinary items

B.

Gain on operating real estate sales

C.

Gain on early extinguishment of debt

D.

Gain on impairments

E.

Gains on investments in marketable securities

F.

Benefits for income taxes

Net Adjustments

3.    (i)

Total EBITDA (after giving effect to adjustments)

(ii)

management fee income included in Total EBITDA

(iii)

other income included in Total EBITDA not attributable to Properties

(iv)

sum of (ii) and (iii)

698

(v)

15% of Total EBITDA above

(vi)

amount by which (iv) exceeds (v)

(vii)

replacement reserve @ $.15 per square foot of gross leasable area

(viii)

Straight lining adjustment

(ix)

EBITDA of the Unconsolidated Entities

(x)

Income from mezzanine and mortgage loan receivables

(xi)

Dividend and interest income from marketable securities

(xii)

EBITDA of Identified Properties

(xiii)

Total Adjusted EBITDA = (i) - (vi) - (vii) - (viii) - (ix) - (x) - (xi) - (xii)

(xiv)

2 times the amount in (xiii) is annualized Total Adjusted EBITDA

(xv)

(xiv) divided by 0.0750

(xvi)

Unrestricted Cash and Cash Equivalents

(xvii)

land and development projects at cost

(xviii)

mezzanine and mortgage loan receivables, at lower of cost or market

(xix)

(Reserved)

(xx)

marketable securities valued as reflected on Kimco’s consolidated financial statements

(xxi)

investment and advances in Noncontrolled Entities

(xxii)

Aggregate purchase price for each Identified Property

(xxiii)

sum of (xv) plus (xvi) plus (xvii) plus (xviii) plus (xix) plus (xx) plus (xxi) plus (xxii), subject to the limitations below, is tentative “Gross Asset Value”

Gross Asset Value

40% of Gross Asset Value per (xxiii)

Sum of (xvii) plus (xviii) (other than mortgage loan receivables, at lower of cost or market) plus (xxi) is limited to 40% of Gross Asset Value

Adjustment so not more than 25% of Gross Asset Value is attributable to assets located outside United States or Entities not organized in and having principal offices in the United States

Equals Gross Asset Value

TOTAL INDEBTEDNESS RATIO = (a) / (b)

Must be less than or equal to: 0.60 (or 0.65 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)

2.

Total Priority Indebtedness Ratio (Section 7.1(b))

(a)

Total Priority Indebtedness

(i)

Indebtedness of Kimco and Consolidated Entities secured by their respective assets

(ii)

Unsecured third party Indebtedness of the Consolidated Entities other than Kimco or any Consolidated Entity (excluding any unsecured debt unconditionally guaranteed by Kimco)

(iii)

sum of (i) plus (ii) is “Total Priority Indebtedness”

(b)

Gross Asset Value

TOTAL PRIORITY INDEBTEDNESS RATIO = (a) / (b)

Must be less than or equal to: 0.35

3.

Minimum Unsecured Interest Coverage Ratio (Section 7.1(e))

(a)

Property NOI of Unencumbered Properties

(v)

Property Gross Revenues

(w)

Property Operating Expenses

(x)

management fee reserve of 3% of Property Gross Revenues

699

(y)

replacement reserve @ $.15 per square foot, per annum of GLA

(z)

(v) - (w) - (x) - (y) is “Unencumbered Property NOI”

(b)

75% of management fee revenues in respect of properties owned by Noncontrolled Entities

(c)

Dividends and interest on marketable securities

(d)

Income from mezzanine and mortgage loan receivables

(e)

(a) plus (b) plus (c) plus (d) is tentative Unencumbered Asset NOI

Adjustment so not more than 25% of Unencumbered Assets NOI is attributable to assets located outside United States or Entities not organized in and having principal offices in the United States, management fee revenues earned in respect of properties owned by any Noncontrolled Entity, dividend and interest income from unencumbered mezzanine loan receivables

(f)

Equals Unencumbered Assets NOI

(g)

Total Unsecured Interest Expense

RATIO OF UNENCUMBERED ASSETS NOI TO TOTAL UNSECURED INTEREST EXPENSE = (f) / (g)

Must be greater than or equal to: 1.75:1.00

4.

Fixed Charge Coverage Ratio (Section 7.1(f))

(a)

Total Adjusted EBITDA (from prior page)

(b)

Income from mezzanine and mortgage loan receivables

(c)

Dividend and interest income from marketable securities

(d)

Distributions for the non-controlled entities for full year

(e)

Distributions for the non-controlled entities for full year @ 50%

(f)

Distributions for the non-controlled entities for six month period

(g)

Distributions for the non-controlled entities for six month period is lesser of (e) or (f)

(h)

EBITDA attributable to Identified Properties

(i)

Fixed Charge Total Adjusted EBIITDA (a) plus (b) plus (c) plus (g) plus (h)

(j)

Total Debt Service

(i)

total interest expense

(ii)

aggregate amount of scheduled payments on Indebtedness

(excluding optional payments, balloon payments and annual installments)

(iii)

Preferred stock dividends

(iv)

Total of (i), (ii) and (iii)

FIXED CHARGE COVERAGE RATIO = (i) / (j)

Must be greater than or equal to: 1.50:1.00

5.

Limitation on Investments, Loans and Advances (Section 7.4)

(a)

Investments and advances to Noncontrolled Entities

(b)

Gross Asset Value for the last day of the two most recent consecutive fiscal quarter periods of the Borrower

(c)

30% of Gross Asset Value

(a) must be less than (c)

(3)         To the best of such Responsible Officer’s knowledge, Kimco and each other Loan Party has, during the period referred to above, observed or performed all of its covenants and other agreements, and satisfied every condition contained in the Credit Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and as of the date hereof such Responsible Officer has obtained no knowledge of any Default or Event of Default except as follows: NONE.

IN WITNESS WHEREOF, I have hereto set my name.

Name:

Title:

Vice President- Treasurer

700

SCHEDULE 1.1A

TO CREDIT AGREEMENT

LENDERS AND COMMITMENTS IMMEDIATELY AFTER GIVING EFFECT TO EFFECTIVE DATE

Lender	Commitment	Applicable Percentage of Commitments
The Bank of Nova Scotia	$40,000,000.00	18.1818%
The Royal Bank of Canada	$40,000,000.00	18.1818%
PNC Bank, National Association	$20,000,000.00	9.0909%
Regions Bank	$20,000,000.00	9.0909%
U.S. Bank National Association	$20,000,000.00	9.0909%
Deutsche Bank Trust Company Americas	$15,000,000.00	6.8182%
UBS Loan Finance LLC	$15,000,000.00	6.8182%
Bank of America, N.A.	$15,000,000.00	6.8182%
CIBC Inc.	$10,000,000.00	4.5455%
Citicorp North America, Inc.	$10,000,000.00	4.5455%
Wells Fargo Bank NA	$10,000,000.00	4.5455%
Barclays Bank PLC	$5,000,000.00	2.2727%
Total	$220,000,000.00	100.0000%

701

SCHEDULE 1.1B

TO CREDIT AGREEMENT

FFO DEFINITION VARIATIONS

1.

Gains or losses on early extinguishment of Indebtedness not included in FFO.

2.

Losses on the sales of operating properties not included in FFO.

702

SCHEDULE 4.1

TO CREDIT AGREEMENT

CERTAIN FINANCIAL DISCLOSURES

None.

703

SCHEDULE 4.19

TO CREDIT AGREEMENT

CONDEMNATION PROCEEDINGS

Site

33

— Tampa, FL

Site

44

— Augusta, GA

Site

49

— Montgomery, PA

Site

397

— Evansville, IN

Site

558

— Piscataway, NJ

Site

589

— Austin, TX

Site

605

— Centereach, NY

Site

649

— Blue Bell, PA

Site

1014

— Cherry Hill, NJ

Site

1061A

— Perry All, MD

Site

1145

— Nesconset, NY

Site

1363

— Farmingdale, NY

Site

1451

— Dublin, CA

Site

1566

— Pittsburgh, PA

704

SCHEDULE 7.2

TO CREDIT AGREEMENT

TRANSACTION(S) REFERRED TO IN SECTION 7.2

None.

705

SCHEDULE 10.10

TO CREDIT AGREEMENT

GUARANTORS

KRC Mexico Acquisition, LLC, a Delaware limited liability company	EIN:  74-3242843
KRC Mexico Corporation S. de R.L. de C.V., a corporation incorporated under the laws  of Mexico
Kimco North Trust I, a New York trust	EIN:  52-2352081
Kimco North Trust II, a New York trust	EIN:  03-6079543
Kimco North Trust III, a New York trust	EIN:  56-6643357
Kimco North Loan Trust IV, a New York trust	EIN:  43-1967798
Kimco North Trust V, a New York trust	EIN:  20-0288440
Kimco North Trust VI, a New York trust	EIN:  56-6642652

706

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (Nos. 333-158762, 333-133908, 333-115069, 333-144568, and 333-142192) and Form S-8 (Nos. 333-135087, 333-61323, 333-85659, 333-62626, 333-152658 and 333-167265) of Kimco Realty Corporation and subsidiaries of our report dated February 26, 2010 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in this Form 10-K/A.

/s/ PricewaterhouseCoopers LLP

New York, New York

August 16, 2010

707

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (Nos. 333-158762, 333-133908, 333-115069, 333-144568, and 333-142192) and Form S-8 (Nos. 333-135087, 333-61323, 333-85659, 333-62626, 333-152658, and 333-167265) of Kimco Realty Corporation and its subsidiaries (the "Company") of our report dated January 29, 2010 relating to the financial statements of Intown Hospitality Investors, LP and Subsidiaries, which is incorporated by reference in the Company’s Annual Report on Form 10-K/A dated August 17, 2010.  

/s/ PricewaterhouseCoopers LLP

Atlanta, Georgia

August 16, 2010

708

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (Nos. 333-158762, 333-133908, 333-115069, 333-144568, and 333-142192) and Form S-8 (Nos. 333-135087, 333-61323, 333-85659, 333-62626, 333-152658 and 333-167265) of Kimco Realty Corporation and its subsidiaries (the "Company") of our report dated February 26, 2010 relating to the financial statements of Kimco Income Operating Partnership, L.P., which is incorporated by reference in the Company’s Annual Report on Form 10-K/A dated August 17, 2010.

/s/ PricewaterhouseCoopers LLP

New York, New York

August 16, 2010

709

EX-23.4

Exhibit 23.4

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (Nos. 333-158762, 333-133908, 333-115069, 333-144568, and 333-142192) and Form S-8 (Nos. 333-135087, 333-61323, 333-85659, 333-62626, 333-152658 and 333-167265) of Kimco Realty Corporation and its subsidiaries (the "Company") of our report dated February 26, 2010 relating to the financial statements of PRK Holdings I LLC and Subsidiaries, which is incorporated by reference in the Company’s Annual Report on Form 10-K/A dated August 17, 2010.

/s/ PricewaterhouseCoopers LLP

New York, New York

August 16, 2010

710

EX-23.5

Exhibit 23.5

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (Nos. 333-158762, 333-133908, 333-115069, 333-144568, and 333-142192) and Form S-8 (Nos. 333-135087, 333-61323, 333-85659, 333-62626, 333-152658 and 333-167265) of Kimco Realty Corporation and its subsidiaries (the "Company") of our report dated February 26, 2010 relating to the financial statements of PRK Holdings II LLC and Subsidiaries, which is incorporated by reference in the Company’s Annual Report on Form 10-K/A dated August 17, 2010.

/s/ PricewaterhouseCoopers LLP

New York, New York

August 16, 2010

711

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David B. Henry certify that:

1.  I have reviewed this report on Form 10-K/A (Amendment No. 2) of Kimco Realty Corporation;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  August 17, 2010

/s/ David B. Henry

David B. Henry

Chief Executive Officer

712

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Glenn G. Cohen certify that:

1.  I have reviewed this report on Form 10-K/A (Amendment No. 2) of Kimco Realty Corporation;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant’s other certifying officer (s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  August 17, 2010

/s/ Glenn G. Cohen

Glenn G. Cohen

Chief Financial Officer

713

EX-32.1

Exhibit 32.1

Section 906 Certification

Pursuant to 18 U.S.C. ss. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of Kimco Realty Corporation (the “Company”) hereby certifies, to such officer’s knowledge, that:

  (i)  the accompanying Annual Report on Form 10-K/A (Amendment No. 2) of the Company for the year ended December 31, 2009 (the “Report”) fully complies with the requirements of Section 13 (a) or Section 15 (d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii)  the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  August 17, 2010

/s/ David B. Henry

David B. Henry

Chief Executive Officer

Date:  August 17, 2010

/s/ Glenn G. Cohen

Glenn G. Cohen

Chief Financial Officer

714