TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series designated therein referred to in the within‑mentioned Indenture.
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THE BANK OF NEW YORK MELLON
(successor by merger to IBJ Schroder Bank & Trust Company), as Trustee
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By:
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Authorized Signatory
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[Signature Page to Global Note]
[REVERSE OF NOTE]
KIMCO REALTY OP, LLC
5.300% Note due 2036
This Note is one of a duly authorized issue of securities of the Issuer (herein called the “Securities”), issued and to be issued in
one or more series under an Indenture, dated as of September 1, 1993, as amended by the First Supplemental Indenture, dated as of August 4, 1994, the Second Supplemental Indenture, dated as of April 7, 1995, the Third Supplemental Indenture,
dated as of June 2, 2006, the Fourth Supplemental Indenture, dated as April 26, 2007, the Fifth Supplemental Indenture, dated as of September 24, 2009, the Sixth Supplemental Indenture, dated as May 23, 2013, and the Seventh Supplemental
Indenture, dated as of April 24, 2014, each between the Issuer and The Bank of New York Mellon (successor by merger to IBJ Schroder Bank & Trust Company), as Trustee (herein called the “Trustee,” which term includes any successor trustee
under the Indenture with respect to the series of which this Note is a part), and the Eighth Supplemental Indenture, dated as of January 3, 2023 (the “Eighth Supplemental Indenture”), by and among the Issuer, Kimco Realty Corporation, a
Maryland corporation (the “Guarantor” and, together with the Issuer, the “Obligors”), and the Trustee, and as further amended or supplemented from time to time (herein called the “Indenture”), to which the Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Guarantor, the Trustee and the Holders of the Securities, and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This Note is one of the duly authorized series of Securities designated as “5.300% Notes due 2036” (collectively, the “Notes”), and the aggregate principal amount of the
Notes to be issued under such series is initially limited to $500,000,000 (except for Notes authenticated and delivered upon transfer of, or in exchange for, or in lieu of other Notes). However, the Issuer may, without the consent of the
Holders of the Notes, create and issue additional Notes in the future having the same terms as the Notes other than the date of original issuance, the date on which interest begins to accrue, the first interest payment date and the offering
price, so as to form a single series with the Notes. All terms used but not defined in this Note shall have the meanings assigned to such terms in the Indenture.
Optional Redemption
Prior to the Par Call Date, the Issuer may redeem the Notes at its option, in whole or in part, at any time and from time to time,
at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
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(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less (b) interest accrued to, but excluding, the Redemption Date; and
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100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest to, but excluding the Redemption Date.
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On or after the Par Call Date, the Issuer may redeem this Note, in whole or in part, at any time and from time to time, at a Redemption Price
equal to 100% of the principal amount of this Note to be redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date.
Notwithstanding the foregoing, if the Redemption Date occurs on or after an Interest Payment Date, then interest will be payable on such
Interest Payment Date to the Holders of the Notes at the close of business on the Regular Record Date, if any, immediately preceding such Interest Payment Date. The Issuer will not redeem the Notes pursuant to this section on any date if the
principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured on or prior to such date.
“Par Call Date” means November 1, 2035 (the date that is three months prior to the Stated Maturity Date).
“Redemption Date”, with respect to any Note or portion thereof to be redeemed, means the date fixed for such redemption pursuant to the
Indenture or such Note.
“Treasury Rate” means, with respect to any Redemption Date, the yield determined by the Company in accordance with the following two
paragraphs:
The Treasury Rate shall be determined by the Issuer after 4:15 p.m., New York City time (or after such time as yields on U.S. government
securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the date of the notice of redemption based upon the yield or yields for the most recent day that appears or appear, as
applicable, after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) — H.15” (or any successor designation or
publication), or H.15, under the caption “U.S. government securities — Treasury constant maturities — Nominal” (or any successor caption or heading), or H.15 TCM. In determining the Treasury Rate, the Issuer shall select, as applicable: (1)
the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the
Remaining Life, the two yields — one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life — and
shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or
longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have
a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.
If on the third Business Day preceding the date of the notice of redemption H.15 TCM or any successor designation or publication is no longer
published, the Issuer shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such date of notice of
redemption of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more
United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Issuer shall select the United
States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the
preceding sentence, the Issuer shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United
States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based
upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
The Issuer’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest
error. The Trustee shall have no responsibility in determining or calculating the Redemption Price or the Treasury Rate.
If the Issuer decides to redeem this Note in part, the Trustee will select the Notes to be redeemed by lot or in accordance with the customary
procedures of the Depositary.
Written notice of any redemption will be mailed or transmitted in accordance with the applicable procedures of the Depository at least 10 days
but not more than 60 days prior to the Redemption Date to the Holder of this Note. Unless the Issuer defaults in payment of the Redemption Price, commencing on the Redemption Date interest on this Note or any portion hereof called for
redemption will cease to accrue. No later than the Business Day prior to the Redemption Date, the Issuer will deposit with the Trustee or with one or more Paying Agents an amount of money sufficient to redeem on the Redemption Date all the
Notes so called for redemption at the Redemption Price.
Other Terms
If an Event of Default, as defined in the Indenture, shall occur and be continuing, the principal of the Notes may be declared due and payable
in the manner and with the effect provided in the Indenture.
This Note is not entitled to the benefit of any sinking fund.
Other than as set forth in this Note and the Guarantee, the terms of the of Notes and the Guarantee are as set forth in the Indenture, as
amended and restated in the form set forth as Exhibit A to the Eighth Supplemental Indenture.
The Indenture contains provisions for defeasance of (i) the entire indebtedness of the Notes or (ii) certain covenants and Events of Default
with respect to the Notes, in each case upon compliance with certain conditions set forth therein, which provisions apply to the Notes.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Obligors and the rights of the Holders of the Securities under the Indenture at any time by the Obligors and the Trustee with the consent of the Holders of not less than a majority of the aggregate principal amount of all Securities
issued under the Indenture at the time outstanding and affected thereby. The Indenture also contains provisions permitting the Holders of not less than a majority of the aggregate principal amount of the Outstanding Securities, on behalf of
the Holders of all such Securities, to waive compliance by the Obligors with certain provisions of the Indenture. Furthermore, provisions in the Indenture permit the Holders of not less than a majority of the aggregate principal amount of the
Outstanding Securities of any series, in certain instances, to waive, on behalf of all of the Holders of Securities of such series, certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of
this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and other Notes issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer,
which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note at the times, places and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein and herein set forth, the transfer of this Note is registrable in the
Security Register of the Issuer upon surrender of this Note for registration of transfer at the office or agency of the Issuer in any place where the principal of and premium, if any, and interest on this Note are payable, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Security Registrar duly executed by, the Holder hereof or by his attorney duly authorized in writing, and thereupon one or more new Notes, of
authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
As provided in the Indenture and subject to certain limitations therein and herein set forth, this Note is exchangeable for a like aggregate
principal amount of Notes of different authorized denominations but otherwise having the same terms and conditions, as requested by the Holder hereof surrendering the same.
The Notes are issuable only in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess
thereof.
No service charge shall be made for any such regis-tration of transfer or exchange, but the Issuer may require payment of a sum sufficient to
cover any tax or other govern-mental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may
treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements
made and to be performed entirely in such State.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations.
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TEN COM -
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as tenants in common
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TEN ENT -
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as tenants by the entireties
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JT TEN -
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as joint tenants with right of survivorship and not as tenants in common
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UNIF GIFT MIN ACT |
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Custodian |
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(Cust) |
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(Minor) |
under Uniform Gifts to Minors Act
(State)
Additional abbreviations may also be used though not in the above list
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
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PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
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(Please print or Typewrite Name and Address
Including Postal ZIP Code of Assignee)
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the within Note and all rights thereunder, and hereby irrevocably constitute and appoints
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to transfer said Note on the books of
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Dated:
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Signature Guaranteed
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NOTICE: Signature must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company.
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NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within Note in every particular, without alteration
or enlargement or any change whatever.
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