TERMS AGREEMENT
Published on November 21, 2002
EXHIBIT 1-(h)
KIMCO REALTY CORPORATION
(A MARYLAND CORPORATION)
6.00% Senior Notes due 2012
TERMS AGREEMENT
Dated: November 18, 2002
To: Kimco Realty Corporation
3333 New Hyde Park Road
New Hyde Park, New York 11042-0020
Attention: Chairman of the
Board of Directors
Ladies and Gentlemen:
We (the "Representatives") understand that Kimco Realty Corporation, a
Maryland corporation (the "Company"), proposes to issue and sell $200,000,000
aggregate principal amount of its 6.00% Senior Notes due 2012 (the "Underwritten
Securities"). Subject to the terms and conditions set forth or incorporated by
reference herein, the underwriters named below (the "Underwriters") offer to
purchase, severally and not jointly, the respective amounts of Underwritten
Securities set forth below opposite their respective names, and a proportionate
share of Option Securities (as defined in the Underwriting Agreement referred to
below) to the extent any are purchased, at the purchase price set forth below.
Principal Amount of
Underwriter Underwritten Securities
- ----------- -----------------------
Banc One Capital Markets, Inc.............. $80,000,000
J.P. Morgan Securities Inc................. 80,000,000
Banc of America Securities LLC............. 40,000,000
--------------
Total........................ $200,000,000
The Underwritten Securities shall have the following terms:
Title of Securities: 6.00% Senior Notes due 2012
Currency: U.S. Dollars
Principal amount to be issued: $200,000,000
Current ratings: Moody's Investors Service, Inc.: Baa1; Standard & Poor's
Ratings Services: A-
Interest rate or formula: 6.00% per annum
Interest payment dates: May 30 and November 30, commencing May 30, 2003
Stated maturity date: November 30, 2012
Redemption and/or repayment provisions: Make-Whole--T+25bps
Sinking fund requirements: None
Number of Option Securities, if any, that may be purchased by the Underwriters:
None
Delayed Delivery Contracts: not authorized
Initial public offering price: 99.791%, plus accrued interest, if any, from
November 25, 2002.
Purchase price: 99.141%, plus accrued interest, if any, from November 25, 2002
(payable in same day funds).
Conversion provisions: None
Other Terms: The Underwriters have agreed to reimburse the Company for certain
of its expenses in connection with the offering, in the amount of $25,000.
Closing time, date and location: 9:00 A.M. (New York City time), November 25,
2002, Sidley Austin Brown & Wood LLP, 787 Seventh Avenue, New York, NY 10019
All the provisions contained in the document attached as Annex A hereto
entitled "Kimco Realty Corporation-Debt Securities-Underwriting Agreement" are
hereby incorporated by reference in their entirety herein and shall be deemed to
be a part of this Terms Agreement to the same extent as if such provisions had
been set forth in full herein. Terms defined in such document are used herein as
therein defined.
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Please accept this offer no later than 8:00 o'clock P.M. (New York City
time) on November 18, 2002 by signing a copy of this Terms Agreement in the
space set forth below and returning the signed copy to us.
Very truly yours,
BANC ONE CAPITAL MARKETS, INC.
J.P. MORGAN SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
By: BANC ONE CAPITAL MARKETS, INC.
By: /s/ Donald J. Donahue
---------------------------------
Acting on behalf of itself and the
other named Underwriters.
Accepted:
KIMCO REALTY CORPORATION
By: /s/ Glenn G. Cohen
----------------------------------
Name: Glenn G. Cohen
Title: Vice President - Treasurer
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