Exhibit 10.26

AMENDMENT NO. 2 TO SEVENTH AMENDED AND RESTATED
CREDIT AGREEMENT

This AMENDMENT NO. 2 TO SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 19, 2025 (this “Amendment No. 2”), is by and among KIMCO REALTY OP, LLC, a Delaware limited liability company (the “Borrower”), the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders defined below (the “Administrative Agent”). Reference is made to that certain Seventh Amended and Restated Credit Agreement dated as of January 2, 2024, as amended by Amendment No. 1 to Seventh Amended and Restated Credit Agreement dated as of May 3, 2024 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among the Borrower, the several banks, financial institutions and other entities from time to time party thereto (collectively, the “Lenders”), and the Administrative Agent. Capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement, as amended hereby.

RECITALS

WHEREAS, the Borrower has requested that the Lenders make certain amendments to the Credit Agreement in order to remove the credit spread adjustment from SOFR-based interest rates, and the Lenders party hereto constituting all of the Lenders are willing to make the requested amendments as set forth herein;

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

SECTION 1.
AMENDMENT TO CREDIT Agreement. As of the Amendment Effective Date (as defined in Section 3 hereof), the Credit Agreement is hereby amended to restate the definitions of “Adjusted Daily Simple RFR” and “Adjusted Term SOFR Rate” in Section 1.1 of the Credit Agreement in its entirety to read as follows:

Adjusted Daily Simple RFR”: with respect to any RFR Borrowing denominated in Dollars, an interest rate per annum equal to the Daily Simple RFR for Dollars; provided that if the Adjusted Daily Simple RFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

Adjusted Term SOFR Rate”: with respect to any Term Benchmark Borrowing denominated in Dollars for any Interest Period, an interest rate per annum equal to the Term SOFR Rate for such Interest Period; provided that if the Adjusted Term SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.”

SECTION 2.
REPRESENTATIONS AND WARRANTIES OF THE BORROWER TC

In connection with this Amendment No. 2, the Borrower represents and warrants to the Administrative Agent and the Lenders as follows:

 

 


 

(i) The Borrower has the corporate power and authority , and the legal right, to make, deliver and perform each of this Amendment No. 2 and the Credit Agreement, as amended by this Amendment No. 2 (the “Amended Credit Agreement”) (collectively, the “Amendment Documents”), and the Borrower has taken all necessary corporate action to authorize the execution, delivery and performance of this Amendment No. 2. This Amendment No. 2 has been duly executed and delivered on behalf of the Borrower; and

(ii) Each of the representations and warranties made by the Borrower in or pursuant to the Loan Documents are true and correct in all material respects (or, in the case of any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language, true and correct (after giving effect to any qualification therein) in all respects) on and as of the date hereof and will be true on and as of the Amendment Effective Date (after giving effect to the inclusion of this Amendment No. 2 as a “Loan Document”) 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.

(iii) At the time of and immediately after effectiveness of this Amendment No. 2, no Default or Event of Default has occurred and is continuing.

SECTION 3.
CONDITIONS TO EFFECTIVENESS TC

This Amendment No. 2 shall become effective only upon the satisfaction of the following conditions precedent (the “Amendment Effective Date”):

A.
The Administrative Agent (or its counsel) shall have received from each of the Ultimate Parent, the Borrower, the Administrative Agent and each of the Lenders, either (x) a counterpart of this Amendment No. 2 signed on behalf of such party or (y) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery of a signed signature page of this Amendment No. 2 by facsimile or other means of electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Amendment No. 2; and
B.
The Administrative Agent shall have received all reasonable out-of-pocket costs and expenses for which the Borrower is responsible pursuant to Section 10.5 of the Credit Agreement and for which invoices have been presented (including the reasonable fees and expenses of legal counsel to the Administrative Agent for which the Borrower agrees it is responsible pursuant to Section 10.5 of the Credit Agreement), incurred in connection with this Amendment No. 2.
C.
The representations and warranties of the Borrower in Section 2 are true and correct.
D.
At the time of and immediately after effectiveness of this Amendment No. 2, no Default or Event of Default shall have occurred and be continuing.

Upon satisfaction of the foregoing conditions, the Administrative Agent shall deliver written notice to the Borrower and the Lenders of the Amendment Effective Date.

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SECTION 4.
ACKNOWLEDGEMENT AND CONSENT OF THE GUARANTOR

The Ultimate Parent (for purposes of this Amendment No. 2, the “Guarantor”) has read this Amendment No. 2 and consents to the terms hereof and further hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment No. 2, the obligations of the Guarantor under the Parent Guarantee dated as of January 2, 2024 (the “Guaranty”) and each of the other Loan Documents to which the Guarantor is a party shall not be impaired by this Amendment No. 2, and each of the Guaranty and the other Loan Documents to which the Guarantor is a party is, and shall continue to be, in full force and effect immediately after giving effect to this Amendment No. 2 and is hereby confirmed and ratified in all respects.

Each of the Guarantor and the Borrower hereby acknowledges and agrees that the Obligations guaranteed under the Guaranty will include all Obligations under, and as defined in, the Credit Agreement as amended by this Amendment No. 2.

SECTION 5.
MISCELLANEOUS TC
A.
Reference to and Effect on the Credit Agreement and the Other Loan Documents.

(i) On and after the effective date of this Amendment No. 2, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Amended Credit Agreement. This Amendment No. 2 shall be deemed to be a “Loan Document” under the Credit Agreement.

(ii) Except as specifically amended by this Amendment No. 2, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

(iii) The execution, delivery and performance of this Amendment No. 2 shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender or Issuing Lender under the Credit Agreement or any of the other Loan Documents.

(iv) In the event of any conflict between the terms of this Amendment No. 2 and the terms of the Credit Agreement or the other Loan Documents, the terms hereof shall control.

B.
Headings. Section and subsection headings in this Amendment No. 2 are included herein for convenience of reference only and shall not constitute a part of this Amendment No. 2 for any other purpose or be given any substantive effect.
C.
Applicable Law TC . THIS AMENDMENT NO. 2 AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

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D.
Counterparts; Effectiveness. This Amendment No. 2 may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. Delivery of an executed counterpart of a signature page to this Amendment No. 2 by telecopy, emailed .pdf or other electronic means in accordance with Section 10.12 of the Credit Agreement shall be effective as delivery of a manually executed counterpart of this Amendment No. 2.
E.
Jurisdiction; Waivers. The provisions of Section 10.16 and 10.18 of the Credit Agreement shall apply to this Amendment No. 2 and are hereby incorporated by reference.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

BORROWER: KIMCO REALTY OP, LLC

By: Kimco Realty Corporation, its managing member

By:/s/

Name: Kathleen Thayer

Title: Senior Vice President and Treasurer

GUARANTOR: KIMCO REALTY CORPORATION

By: /s/

Name: Kathleen Thayer

Title: Senior Vice President and Treasurer

[Signature Page to Amendment No. 2 to Seventh Amended and Restated Credit Agreement]


 

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


By:
/s/
Name: Jason Baeten
Title: Executive Director

[Signature Page to Amendment No. 2 to Seventh Amended and Restated Credit Agreement]


 

BANK OF AMERICA, N.A.


By:
/s/

Name: Cheryl Sneor
Title: Vice President

[Signature Page to Amendment No. 2 to Seventh Amended and Restated Credit Agreement]


 

REGIONS BANK


By:
/s/

Name: Nicholas R. Frerman
Title: Senior Vice President

 

[Signature Page to Amendment No. 2 to Seventh Amended and Restated Credit Agreement]


 

TRUIST BANK


By:
/s/

Name: Ryan Almond
Title: Director

 

[Signature Page to Amendment No. 2 to Seventh Amended and Restated Credit Agreement]


 

MIZUHO BANK, LTD.


By:
/s/

Name: Donna DeMagistris
Title: Managing Director

 

[Signature Page to Amendment No. 2 to Seventh Amended and Restated Credit Agreement]


 

BMO BANK, N.A.


By:
/s/

Name: Rebecca Liu Chabanon
Title: Director

 

[Signature Page to Amendment No. 2 to Seventh Amended and Restated Credit Agreement]


 

GOLDMAN SACHS BANK USA



By:
/s/

Name: Priyankush Goswami
Title: Authorized Signatory

 

[Signature Page to Amendment No. 2 to Seventh Amended and Restated Credit Agreement]