Amendment No. 2, dated as of July 17, 2024, among Kimco OP, Toronto Dominion (Texas) LLC (successor to TD Bank, N.A.) as administrative agent and the lenders party thereto to the Term Loan Agreement, dated as of January 2, 2024, among Kimco OP, TD Bank, N.A., as administrative agent and the lenders party thereto

SECTION 1.  AMENDMENT TO CREDIT AGREEMENT.  As of the Amendment Effective Date, the Credit Agreement is hereby amended in accordance with Section 10.1 of the Credit Agreement as follows:

SECTION 1.01.  Amendments to Credit Agreement.

SECTION 1.02.  Making of the New Term Loan.  On the Amendment Effective Date, each New Term Lender agrees to make a term loan (a “New Term Loan”) to the Borrower pursuant to Section 2.2(a)(i) of the Credit Agreement.  Such New Term Loans shall be subject to the same terms (including, without limitation, the same Maturity Date) and shall be considered the same tranche as and pari passu with the existing Loans under the Credit Agreement.  From and after the Amendment Effective Date, each reference to the Loans and Term Loans in the Credit Agreement (including, without limitation,  in the definition of “Required Lenders”) shall be deemed to include the New Term Loans made by each New Term Lender. Notwithstanding anything to the contrary provided in the Credit Agreement or otherwise, the New Term Loans shall be made as Term Benchmark Loans with an initial Interest Period ending on the same date as the Interest Period then-outstanding with respect to Loans made on the Funding Date.  From and after the making of the New Term Loans on the Amendment Effective Date, the Lenders and the outstanding principal amount of the Loans shall be as set forth on Schedule 2 attached hereto.

SECTION 1.03.  New Term Lenders.  From and after the Amendment Effective Date, each  New Term Lender shall be deemed to be a Lender for all purposes of the Credit Agreement, and each reference to the Lenders in the Credit Agreement (including, without limitation,  in the definition of “Required Lenders”) shall be deemed to include each New Term Lender.  Without limiting the generality of the foregoing, each New Term Lender and the Required Lenders confirm its consent to the appointment of Toronto Dominion (Texas) LLC, as the Administrative Agent in accordance with Article IX of the Credit Agreement.

SECTION 1.04.  Representations, Warranties and Agreements of New Term Lenders.  Each of the New Term Lenders (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment No. 2 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 and under applicable law that are required to be satisfied by it in order to become a Lender, (iii) from and after the Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of its Incremental Commitments and New Term Loans, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.1 of the Credit Agreement, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment No. 2, and (v) it has, independently and without reliance upon the Administrative Agent, the Lead Arranger 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 Amendment No. 2; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, the Lead Arranger or any other Lender and their Related Parties, 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.

SECTION 1.05.  Resignation and Appointment of Administrative Agent.  On the Amendment Effective Date, TD Bank, N.A. hereby resigns as Administrative Agent under the Credit Agreement and the Lenders hereby (including, for the avoidance of doubt, the Required Lenders (as defined in the Existing Credit Agreement)) appoint Toronto Dominion (Texas) LLC as the successor Administrative Agent in accordance with section 9.01(f) for all purposes under the Credit Agreement.  The Borrower hereby consents to such appointment of Toronto Dominion (Texas) LLC as the successor Administrative Agent.

SECTION 2.  REPRESENTATIONS AND WARRANTIES OF THE BORROWER

SECTION 3.  CONDITIONS TO EFFECTIVENESS

A.  The Borrower, the Administrative Agent, TD Bank, N.A. and the New Term Lenders and Required Lenders (as defined in the Existing Credit Agreement) shall have indicated their consent hereto by the execution and delivery of the signature pages hereof to the Administrative Agent.

B.  The Administrative Agent shall have received a secretary’s certificate from the Borrower (i) either confirming that there have been no changes to its organizational documents since January 2, 2024, or if there have been changes to the Borrower’s organizational documents since such date, certifying as to such changes, and (ii) certifying as to authorization of this Amendment No. 2, good standing of the Borrower and incumbency of officers with respect to this Amendment No. 2 and the transactions contemplated hereby;

C.  The Administrative Agent shall have received all reasonable and documented 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;

D.  Execution and delivery to the Administrative Agent by the Borrower in favor of each New Term Lender, if requested by such New Term Lender, of a Term Loan Note in an amount equal to its Incremental Commitment hereunder;

E.  Delivery to the Administrative Agent by Wachtell, Lipton, Rosen & Katz and Venable LLP, as counsel to the Borrower, of an opinion addressed to the New Term Lenders and the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent;

F.  Payment by the Borrower of any agreed upon compensation to the Lead Arranger, the New Term Lenders and the Administrative Agent due and payable on the Amendment Effective Date in respect of the Incremental Commitments as set forth in a separate fee letter;

G.  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 Amendment Effective 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;

H.  (i) No Default or Event of Default has occurred and is continuing on the Amendment Effective Date or after giving effect thereto and (ii) the Administrative Agent shall have received a certificate of the Borrower demonstrating compliance with each financial covenant set forth in paragraphs (a) through (f) of Section 7.1 of the Credit Agreement as if the ratio or amount referred to therein were to be calculated as of the most recent Test Period as to which a compliance certificate has been delivered pursuant to Section 6.2(b) of the Credit Agreement after giving pro forma effect to the incurrence of Indebtedness under the New Term Loans on the Amendment Effective Date, and the use of proceeds thereof; and

SECTION 4.  ACKNOWLEDGEMENT AND CONSENT OF THE GUARANTOR

SECTION 5.  MISCELLANEOUS

A.  Reference to and Effect on the Credit Agreement and the Other Loan Documents.

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.  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.

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 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.   Jurisdictions; 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.