10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the fiscal year ended December 31, 2005

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from ____________ to ____________

Commission file number  1-10899

Kimco Realty Corporation

(Exact name of registrant as specified in its charter)

Maryland	13-2744380
(State of incorporation)	(I.R.S. Employer Identification No.)
3333 New Hyde Park Road, New Hyde Park, NY	11042-0020
(Address of principal executive offices)	Zip Code
Registrant’s telephone number, including area code  (516) 869-9000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, par value $.01 per share.	New York Stock Exchange
Depositary Shares, each representing one-tenth of a share of 6.65% Class F Cumulative Redeemable Preferred Stock, par value $1.00 per share.	New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None

          Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes       No  

          Indicate by check mark whether the Registrant (i) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (ii) has been subject to such filing requirements for the past 90 days.  Yes       No  

          Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  

          Indicate by check mark whether the Registrant is an accelerated filer (as defined in rule 12b-2 of the Act.) Yes       No  

          Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12-b-2 of the Exchange Act).  Yes       No  

          The aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately $6.9 billion based upon the closing price on the New York Stock Exchange for such stock on January 31, 2006.

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

          Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date.

228,216,802 shares as of January 31, 2006.

Page 1 of 232

DOCUMENTS INCORPORATED BY REFERENCE

Part III incorporates certain information by reference to the Registrant’s definitive proxy statement to be filed with respect to the Annual Meeting of Stockholders expected to be held on May 18, 2006.

Index to Exhibits begins on page 57.

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TABLE OF CONTENTS

Item No.		Form 10-K Report Page
	PART I
1.	Business	4
2.	Properties	23
3.	Legal Proceedings	25
4.	Submission of Matters to a Vote of Security Holders	25
	Executive Officers of the Registrant	36
	PART II
5.	Market for the Registrant’s Common Equity and Related Shareholder Matters	37
6.	Selected Financial Data	38
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40
7A.	Quantitative and Qualitative Disclosures About Market Risk	53
8.	Financial Statements and Supplementary Data	54
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	54
9A.	Controls and Procedures	54
9B.	Other Information	54
	PART III
10.	Directors and Executive Officers of the Registrant	55
11.	Executive Compensation	55
12.	Security Ownership of Certain Beneficial Owners and Management	55
13.	Certain Relationships and Related Transactions	55
14	Principal Accountant Fees and Services	55
	PART IV
15.	Exhibits, Financial Statements, Schedules and Reports on  Form 8-K	56

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PART I

FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K, together with other statements and information publicly disseminated by Kimco Realty Corporation (the “Company” or “Kimco”) contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions.  Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project” or similar expressions.  You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and which could materially affect actual results, performances or achievements.  Factors which may cause actual results to differ materially from current expectations include, but are not limited to, (i) general economic and local real estate conditions, (ii) the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or general downturn in their business, (iii) financing risks, such as the inability to obtain equity or debt financing on favorable terms, (iv) changes in governmental laws and regulations, (v) the level and volatility of interest rates and foreign currency exchange rates, (vi) the availability of suitable acquisition opportunities and (vii) increases in operating costs.  Accordingly, there is no assurance that the Company’s expectations will be realized.

SHARE SPLIT

As of August 23, 2005, the Company effected a two-for-one split (the “Stock Split”) of the Company’s common stock in the form of a stock dividend paid to stockholders of record on August 8, 2005.  All common share and per common share data included in this annual report on Form 10-K and the accompanying Consolidated Financial Statements and Notes thereto have been adjusted to reflect this Stock Split.

Item 1.     Business

General  Kimco Realty Corporation, a Maryland corporation, is one of the nation’s largest owners and operators of neighborhood and community shopping centers.  The Company is a self-administered real estate investment trust (“REIT”) and manages its properties through present management, which has owned and operated neighborhood and community shopping centers for over 45 years.  The Company has not engaged, nor does it expect to retain, any REIT advisors in connection with the operation of its properties.  As of February 6, 2006, the Company had interests in 1,046 properties, totaling approximately 135.5 million square feet of gross leasable area (“GLA”) located in 44 states, Canada and Mexico.  In addition, the Company manages 11 properties totaling 1.7 million square feet of GLA on behalf of third party owners.  The Company’s ownership interests in real estate consist of its consolidated portfolio and in portfolios where the Company owns an economic interest, such as: Kimco Income REIT (“KIR”), the RioCan Venture (“RioCan Venture”), Kimco Retail Opportunity Portfolio (“KROP”) and other properties or portfolios where the Company also retains management (See Recent Developments – Operating Real Estate Joint Venture Investments and Note 7 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K).  The Company believes its portfolio of neighborhood and community shopping center properties is the largest (measured by GLA) currently held by any publicly-traded REIT.

The Company’s executive offices are located at 3333 New Hyde Park Road, New Hyde Park, New York 11042-0020 and its telephone number is (516) 869-9000.  Unless the context indicates otherwise, the term the “Company” as used herein is intended to include subsidiaries of the Company.

The Company’s web site is located at http://www.Kimcorealty.com.  On the Company’s web site you can obtain, free of charge, a copy of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended, as soon as reasonably practicable after we file such material electronically with, or furnish it to, the Securities and Exchange Commission (the “SEC”).

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History  The Company began operations through its predecessor, The Kimco Corporation, which was organized in 1966 upon the contribution of several shopping center properties owned by its principal stockholders.  In 1973, these principals formed the Company as a Delaware corporation, and in 1985, the operations of The Kimco Corporation were merged into the Company.  The Company completed its initial public stock offering (the “IPO”) in November 1991, and commencing with its taxable year which began January 1, 1992, elected to qualify as a REIT in accordance with Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”).  In 1994, the Company reorganized as a Maryland corporation.

The Company’s growth through its first 15 years resulted primarily from the ground-up development and construction of its shopping centers.  By 1981, the Company had assembled a portfolio of 77 properties that provided an established source of income and positioned the Company for an expansion of its asset base.  At that time, the Company revised its growth strategy to focus on the acquisition of existing shopping centers and creating value through the redevelopment and re-tenanting of those properties.  As a result of this strategy, substantially all of the operating shopping centers added to the Company’s portfolio since 1981 have been through the acquisition of existing shopping centers.

During 1998, the Company, through a merger transaction, completed the acquisition of The Price REIT, Inc., a Maryland corporation, (the “Price REIT”).  Prior to the merger, Price REIT was a self-administered and self-managed equity REIT that was primarily focused on the acquisition, development, management and redevelopment of large retail community shopping center properties concentrated in the western part of the United States.  In connection with the merger, the Company acquired interests in 43 properties, located in 17 states.  With the completion of the Price REIT merger, the Company expanded its presence in certain western states including California, Arizona and Washington.  In addition, Price REIT had strong ground-up development capabilities.  These development capabilities, coupled with the Company’s own construction management expertise, provide the Company, on a selective basis, the ability to pursue ground-up development opportunities.

Also during 1998, the Company formed KIR, an entity in which the Company held a 99.99% limited partnership interest.  KIR was established for the purpose of investing in high-quality properties financed primarily with individual non-recourse mortgages.  The Company believed that these properties were appropriate for financing with greater leverage than the Company traditionally used.  At the time of formation, the Company contributed 19 properties to KIR, each encumbered by an individual non-recourse mortgage.  During 1999, KIR sold a significant interest in the partnership to institutional investors.  As of December 31, 2005, the Company holds a 43.3% non-controlling limited partnership interest in KIR and accounts for its investment in KIR under the equity method of accounting.  (See Recent Developments – Operating Real Estate Joint Venture Investments and Note 7 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)

The Company has expanded its management business through the establishment of other various institutional joint venture programs in which the Company has non-controlling interests ranging from generally 5% to 30%.  The Company earns management fees, acquisition fees, disposition fees and promoted interests based on value creation. (See Recent Developments – Operating Real Estate Joint Venture Investments and Note 7 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)

In connection with the Tax Relief Extension Act of 1999 (the “RMA”) which became effective January 1, 2001, the Company is now permitted to participate in activities which it was precluded from previously in order to maintain its qualification as a REIT, so long as these activities are conducted in entities which elect to be treated as taxable subsidiaries under the Code, subject to certain limitations.  As such, the Company, through its taxable REIT subsidiaries, is engaged in various retail real estate related opportunities, including (i) merchant building through its wholly-owned taxable REIT subsidiary, Kimco Developers, Inc. (“KDI”), which is primarily engaged in the ground-up development of neighborhood and community shopping centers and subsequent sale thereof upon completion (see Recent Developments – Ground-Up Developments), (ii) retail real estate advisory and disposition services, which primarily focus on leasing and disposition strategies for real estate property interests of both healthy and distressed retailers and (iii) acting as an agent or principal in connection with tax deferred exchange transactions.  The Company will consider other investments through taxable REIT subsidiaries should suitable opportunities arise.

The Company has continued its geographic expansion with investments in Canada and Mexico. During October 2001, the Company formed the RioCan Venture with RioCan Real Estate Investment Trust (“RioCan”, Canada’s largest publicly traded REIT measured by GLA) in

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which the Company has a 50% non-controlling interest, to acquire retail properties and development projects in Canada.  The Company accounts for this investment under the equity method of accounting.  The Company has expanded its presence in Canada with the establishment of other joint venture arrangements.  During 2002, the Company, along with various strategic co-investment partners, began acquiring operating and development properties located in Mexico (see Recent Developments – Operating Real Estate Joint Venture Investments and Notes 3 and 7 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K).

In addition, the Company continues to capitalize on its established expertise in retail real estate by establishing other ventures in which the Company owns a smaller equity interest and provides management, leasing and operational support for those properties.  The Company also provides preferred equity capital for real estate entrepreneurs and provides real estate capital and advisory services to both healthy and distressed retailers.  The Company also makes selective investments in secondary market opportunities where a security or other investment is, in management’s judgment, priced below the value of the underlying real estate.

Investment and Operating Strategy  The Company’s investment objective has been to increase cash flow, current income and, consequently, the value of its existing portfolio of properties, and to seek continued growth through (i) the strategic re-tenanting, renovation and expansion of its existing centers and (ii) the selective acquisition of established income-producing real estate properties and properties requiring significant re-tenanting and redevelopment, primarily in neighborhood and community shopping centers in geographic regions in which the Company presently operates.  The Company will consider investments in other real estate sectors and in geographic markets where it does not presently operate should suitable opportunities arise.

The Company’s neighborhood and community shopping center properties are designed to attract local area customers and typically are anchored by a discount department store, a supermarket or a drugstore tenant offering day-to-day necessities rather than high-priced luxury items.  The Company may either purchase or lease income-producing properties in the future, and may also participate with other entities in property ownership through partnerships, joint ventures or similar types of co-ownership.  Equity investments may be subject to existing mortgage financing and/or other indebtedness.  Financing or other indebtedness may be incurred simultaneously or subsequently in connection with such investments.  Any such financing or indebtedness will have priority over the Company’s equity interest in such property. The Company may make loans to joint ventures in which it may or may not participate.

In addition to property or equity ownership, the Company provides property management services for fees relating to the management, leasing, operation, supervision and maintenance of real estate properties.

While the Company has historically held its properties for long-term investment, and accordingly has placed strong emphasis on its ongoing program of regular maintenance, periodic renovation and capital improvement, it is possible that properties in the portfolio may be sold, in whole or in part, as circumstances warrant, subject to REIT qualification rules.

The Company seeks to reduce its operating and leasing risks through diversification achieved by the geographic distribution of its properties and a large tenant base.  At December 31, 2005, the Company’s single largest neighborhood and community shopping center accounted for only 1.2% of the Company’s annualized base rental revenues and only 0.8% of the Company’s total shopping center GLA.  At December 31, 2005, the Company’s five largest tenants were The Home Depot, TJX Companies, Sears Holdings, Kohl’s, and Royal Ahold, which represent approximately 3.6%, 3.2%, 2.7%, 2.5% and 2.0%, respectively, of the Company’s annualized base rental revenues, including the proportionate share of base rental revenues from properties in which the Company has less than a 100% economic interest.

In connection with the RMA, which became effective January 1, 2001, the Company has expanded its investment and operating strategy to include new real estate related opportunities which the Company was precluded from previously in order to maintain its qualification as a REIT.  As such, the Company, has established a merchant building business through its KDI subsidiary.  KDI makes selective acquisitions of land parcels for the ground-up development of neighborhood and community shopping centers and subsequent sale thereof upon completion.  Additionally, the Company has developed a business which specializes in providing capital, real estate advisory services and disposition services of real estate controlled by both healthy and distressed and/or bankrupt retailers.  These services may include assistance with inventory and fixture liquidation in connection with going-out-of-business sales.  The Company may participate with other entities in providing

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these advisory services through partnerships, joint ventures or other co-ownership arrangements. The Company, as a regular part of its investment strategy, will continue to actively seek investments for its taxable REIT subsidiaries.

The Company emphasizes equity real estate investments including preferred equity investments, but may, at its discretion, invest in mortgages, other real estate interests and other investments. The mortgages in which the Company may invest may be either first mortgages, junior mortgages or other mortgage-related securities.  The Company provides mortgage financing to retailers with significant real estate assets, in the form of lease- hold interests or fee-owned properties, where the Company believes the underlying value of the real estate collateral is in excess of its loan balance.  In addition, the Company will acquire debt instruments at a discount in the secondary market where the Company believes the real estate value of the enterprise is substantially greater than the current value.

The Company may legally invest in the securities of other issuers, for the purpose, among others, of exercising control over such entities, subject to the gross income and asset tests necessary for REIT qualification.  The Company may, on a selective basis, acquire all or substantially all securities or assets of other REITs or similar entities where such investments would be consistent with the Company’s investment policies.  In any event, the Company does not intend that its investments in securities will require it to register as an “investment company” under the Investment Company Act of 1940.

The Company has authority to offer shares of capital stock or other senior securities in exchange for property and to repurchase or otherwise reacquire its common stock or any other securities and may engage in such activities in the future.  At all times, the Company intends to make investments in such a manner as to be consistent with the requirements of the Code to qualify as a REIT unless, because of circumstances or changes in the Code (or in Treasury Regulations), the Board of Directors determines that it is no longer in the best interests of the Company to qualify as a REIT.

The Company’s policies with respect to the aforementioned activities may be reviewed and modified from time to time by the Company’s Board of Directors without the vote of the Company’s stockholders.

Capital Strategy and Resources  The Company intends to operate with and maintain a conservative capital structure with a level of debt to total market capitalization of approximately 50% or less.  As of December 31, 2005, the Company’s level of debt to total market capitalization was 26%.  In addition, the Company intends to maintain strong debt service coverage and fixed charge coverage ratios as part of its commitment to maintaining its investment-grade debt ratings.  It is management’s intention that the Company continually have access to the capital resources necessary to expand and develop its business.  Accordingly, the Company may, from time to time, seek to obtain funds through additional equity offerings, unsecured debt financings and/or mortgage/construction loan financings and other capital alternatives in a manner consistent with its intention to operate with a conservative debt structure.

Since the completion of the Company’s IPO in 1991, the Company has utilized the public debt and equity markets as its principal source of capital for its expansion needs.  Since the IPO, the Company has completed additional offerings of its public unsecured debt and equity, raising in the aggregate over $4.2 billion for the purposes of, among other things, repaying indebtedness, acquiring interests in neighborhood and community shopping centers, funding ground-up development projects, expanding and improving properties in the portfolio and other investments.

During July 2005, the Company established a new $850.0 million unsecured credit facility, (the “Credit Facility”) which is scheduled to expire in July 2008. This Credit Facility replaces the Company’s $500.0 million unsecured credit facility, which was scheduled to expire in June 2006. Under the Credit Facility, funds may be borrowed for general corporate purposes, including the funding of (i) property acquisitions, (ii) development and redevelopment costs and (iii) any short-term working capital requirements.  Interest on borrowings under the Credit Facility accrue at a spread (currently 0.45%) to LIBOR and fluctuates in accordance with changes in the Company’s senior debt ratings.  As part of this Credit Facility, the Company has a competitive bid option whereby the Company may auction up to $425.0 million of its requested borrowings to the bank group.  This competitive bid option provides the Company the opportunity to obtain pricing below the currently stated spread to LIBOR of 0.45%.  A facility fee of 0.125% per annum is payable quarterly in arrears. In addition, the Company has a $200.0 million sub-limit which provides it the opportunity to borrow in alternative currencies such as Pounds Sterling, Japanese Yen or Euros.  Pursuant to the terms of the Credit Facility, the Company, among other things, is (i) subject to maintaining certain maximum leverage ratios on both

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unsecured senior corporate debt and minimum unencumbered asset and equity levels, and (ii) restricted from paying dividends in amounts that exceed 95% of funds from operations, as defined.  As of December 31, 2005, there was $200.0 million outstanding under this credit facility.

During September 2004, the Company entered into a three-year Canadian denominated (“CAD”) $150.0 million unsecured revolving credit facility with a group of banks.  This facility bears interest at the CDOR Rate, as defined, plus 0.50% and was scheduled to expire in September 2007.  During March 2005, this facility was increased to CAD $250.0 million and the scheduled maturity date was extended to March 2008.  During January 2006, the facility was further amended to reduce the borrowing spread to 0.45% and to modify the covenant package to conform to the Company’s $850.0 million U.S. Credit Facility.  Proceeds from this facility will be used for general corporate purposes including the funding of Canadian denominated investments.  As of December 31, 2005, there was CAD $110.0 million (approximately USD $94.7 million) outstanding under this facility.

During May 2005, the Company entered into a three-year Mexican Peso denominated (“MXP”) 500.0 million unsecured revolving credit facility.  This facility bears interest at the TIIE Rate, as defined, plus 1.00% and is scheduled to expire in May 2008.  Proceeds from this facility will be used to fund peso denominated investments.  As of December 31, 2005, there was MXP 500.0 million (approximately USD $46.5 million) outstanding under this facility.

The Company also has a medium-term notes (“MTN”) program pursuant to which it may, from time to time, offer for sale its senior unsecured debt for any general corporate purposes, including (i) funding specific liquidity requirements in its business, including property acquisitions, development and redevelopment costs, and (ii) managing the Company’s debt maturities.  As of December 31, 2005, the Company had $250.0 million available for issuance under the MTN program.  (See Note 11 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)

In addition to the public debt and equity markets as capital sources, the Company may, from time-to-time, obtain mortgage financing on selected properties and construction loans to partially fund the capital needs of KDI.  As of December 31, 2005, the Company’s consolidated property portfolio had over 380 unencumbered property interests representing over 87% of the Company’s net operating income.

During July 2005, the Company filed a shelf registration on Form S-3 for up to $1.0 billion of debt securities, preferred stock, depositary shares, common stock and common stock warrants.  As of December 31, 2005, the Company had approximately $750.0 million available for issuance under this shelf registration statement.

The Company anticipates that cash flows from operating activities will continue to provide adequate capital to fund its operating and administrative expenses, regular debt service obligations and the payment of dividends in accordance with REIT requirements in both the short term and long term.  In addition, the Company anticipates that cash on hand, free cash flow generated by the operating business, availability under its revolving credit facilities, issuance of equity and public debt, as well as other debt and equity alternatives, will provide the necessary capital required by the Company.  Cash flow from operating activities (see Consolidated Statements of Cash Flows) was $410.8 million for the year ended December 31, 2005, as compared to $365.2 million for the year ended December 31, 2004.

Competition  As one of the original participants in the growth of the shopping center industry and one of the nation’s largest owners and operators of neighborhood and community shopping centers, the Company has established close relationships with a large number of major national and regional retailers and maintains a broad network of industry contacts.  Management is associated with and/or actively participates in many shopping center and REIT industry organizations.  Notwithstanding these relationships, there are numerous regional and local commercial developers, real estate companies, financial institutions and other investors who compete with the Company for the acquisition of properties and other investment opportunities and in seeking tenants who will lease space in the Company’s properties.

Inflation and Other Business Issues  Many of the Company’s leases contain provisions designed to mitigate the adverse impact of inflation.  Such provisions include clauses enabling the Company to receive payment of additional rent calculated as a percentage of tenants’ gross sales above predetermined thresholds (“Percentage Rents”), which generally increase as prices rise, and/or escalation clauses, which generally increase rental rates during the terms of the leases.  Such escalation clauses include increases in the consumer price index or similar inflation indices.  In addition, many of the Company’s leases are

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for terms of less than 10 years, which permits the Company to seek to increase rents upon renewal to market rates.  Most of the Company’s leases require tenants to reimburse the Company for their allocable share of operating expenses, including common area maintenance costs, real estate taxes and insurance, thereby reducing the Company’s exposure to increases in costs and operating expenses resulting from inflation.  The Company periodically evaluates its exposure to short-term interest rates and fluctuations in foreign currency exchange rates and will, from time-to-time, enter into interest rate protection agreements and foreign currency hedge agreements which mitigate, but do not eliminate, the effect of changes in interest rates on its floating-rate debt and changes in foreign currency exchange rates.

Operating Practices  Nearly all operating functions, including leasing, legal, construction, data processing, maintenance, finance and accounting are administered by the Company from its executive offices in New Hyde Park, New York and supported by the Company’s regional offices.  The Company believes it is critical to have a management presence in its principal areas of operation and accordingly, the Company maintains regional offices in various cities throughout the United States.  A total of 488 persons are employed at the Company’s executive and regional offices.

The Company’s regional offices are generally staffed by a manager and the support personnel necessary to both function as local representatives for leasing and promotional purposes and to complement the corporate office’s administrative and accounting efforts and to ensure that property inspection and maintenance objectives are achieved.  The regional offices are important in reducing the time necessary to respond to the needs of the Company’s tenants.  Leasing and maintenance personnel from the corporate office also conduct regular inspections of each shopping center.

The Company also employs a total of 15 persons at several of its larger properties in order to more effectively administer its maintenance and security responsibilities.

Qualification as a REIT  The Company has elected, commencing with its taxable year which began January 1, 1992, to qualify as a REIT under the Code.  If, as the Company believes, it is organized and operates in such a manner so as to qualify and remain qualified as a REIT under the Code, the Company generally will not be subject to federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable income as defined under the Code.

In connection with the RMA, which became effective January 1, 2001, the Company is now permitted to participate in activities which the Company was precluded from previously in order to maintain its qualification as a REIT, so long as these activities are conducted in entities which elect to be treated as taxable subsidiaries under the Code, subject to certain limitations.  The primary activities conducted by the Company in its taxable REIT subsidiaries during 2005 included, but were not limited to, (i) the ground-up development of shopping center properties and subsequent sale thereof upon completion (see Recent Developments – Ground-Up Developments), (ii) real estate advisory and disposition services, and (iii) acting as an agent or principal in connection with tax deferred exchange transactions.  As such, the Company was subject to federal and state income taxes on the income from these activities.

Risk Factors  Set forth below are the material risks associated with the purchase and ownership of the Company’s equity and debt securities.  As an owner of real estate, the Company is subject to certain business risks arising in connection with the underlying real estate, including, among other factors, including the following:

i) Loss of the Company’s tax status as a real estate investment trust would have significant adverse consequences to the Company and the value of its securities.

The Company elected to be taxed as a REIT for federal income tax purposes under the Code commencing with our taxable year beginning January 1, 1992. The Company currently intend to operate so as to qualify as a REIT and believe that the Company’s current organization and method of operation comply with the rules and regulations promulgated under the Code to enable us to qualify as a REIT.

Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial and administrative interpretations. The determination of various factual matters and circumstances not entirely within the Company’s control may affect the Company’s ability to qualify as a REIT. For example, in order to qualify as a REIT, at least 95% of the Company’s gross income in any year must be derived from qualifying sources, and the Company must satisfy a number of requirements regarding the composition of the Company’s assets. Also, we must make distributions to stockholders aggregating annually at least 90% of the Company’s net taxable income, excluding capital gains. In addition, new legislation, regulations, administrative

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interpretations or court decisions could significantly change the tax laws with respect to qualification as a REIT, the federal income tax consequences of such qualification or the desirability of an investment in a REIT relative to other investments. Although the Company believes that it is organized and has operated in such a manner, the Company can give no assurance that it has qualified or will continue to qualify as a REIT for tax purposes.

If the Company loses its REIT status, it will face serious tax consequences that will substantially reduce the funds available to make payment of principal and interest on the debt securities the Company issues and to pay dividends to Company stockholders. If the Company fails to qualify as a REIT:

• the Company would not be allowed a deduction for distributions to stockholders in computing its  taxable income and would be subject to federal income tax at regular corporate rates;

• the Company also could be subject to the federal alternative minimum tax and possibly increased state and local taxes; and

• unless the Company was entitled to relief under statutory provisions, it could not elect to be subject to tax as a REIT for four taxable years following the year during which the Company were disqualified.

In addition, if the Company fails to qualify as a REIT, it would not be required to make distributions to stockholders.

As a result of all these factors, the Company’s failure to qualify as a REIT also could impair its ability to expand its business and raise capital, and would adversely affect the value of the Company’s securities.

ii) Adverse market conditions and competition may impede the Company’s ability to generate sufficient income to pay expenses and maintain properties.

The economic performance and value of the Company’s properties are subject to all of the risks associated with owning and operating real estate including:

• changes in the national, regional and local economic climate;

• local conditions, including an oversupply of space in properties like those that the Company owns, or a reduction in demand for properties like those that the Company owns;

• the attractiveness of the Company’s properties to tenants;

• the ability of tenants to pay rent;

• competition from other available properties;

• changes in market rental rates;

• the need to periodically pay for costs to repair, renovate and re-let space;

• changes in operating costs, including costs for maintenance, insurance and real estate taxes;

• the fact that the expenses of owning and operating properties are not necessarily reduced when circumstances such as market factors and competition cause a reduction in income from the properties; and

• changes in laws and governmental regulations, including those governing usage, zoning, the environment and taxes.

iii) Downturns in the retailing industry likely will have a direct impact on the Company’s performance.

The Company’s properties consist primarily of community and neighborhood shopping centers and other retail properties. The Company’s performance therefore is linked to economic conditions in the market for retail space generally. The market for retail space has been or could be adversely affected by weakness in the national, regional and local economies, the adverse financial condition of some large retailing companies, the ongoing consolidation in the retail sector, the excess amount of retail space in a number of markets, and increasing consumer purchases through catalogues and the internet. To the extent that any of these conditions occur, they are likely to impact market rents for retail space.

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iv) Failure by any anchor tenant with leases in multiple locations to make rental payments to the Compnay, because of a deterioration of its financial condition or otherwise, could impact the Company’s performance.

The Company’s performance depends on its ability to collect rent from tenants. At any time, the Company’s tenants may experience a downturn in their business that may significantly weaken their financial condition. As a result, the Company’s tenants may delay a number of lease commencements, decline to extend or renew leases upon expiration, fail to make rental payments when due, close stores or declare bankruptcy. Any of these actions could result in the termination of the tenant’s leases and the loss of rental income attributable to the terminated leases. In addition, lease terminations by an anchor tenant or a failure by that anchor tenant to occupy the premises could result in lease terminations or reductions in rent by other tenants in the same shopping centers under the terms of some leases. In that event, the Company may be unable to re-lease the vacated space at attractive rents or at all. The occurrence of any of the situations described above, particularly if it involves a substantial tenant with leases in multiple locations, could impact the Company’s performance.

v) The Company may be unable to collect balances due from any tenants in bankruptcy.

The Company cannot give assurance that any tenant that files for bankruptcy protection will continue to pay rent. A bankruptcy filing by or relating to one of the Company’s tenants or a lease guarantor would bar all efforts by the Company to collect pre-bankruptcy debts from the tenant or the lease guarantor, or their property, unless the Company receives an order permitting it to do so from the bankruptcy court. A tenant or lease guarantor bankruptcy could delay the Company’s efforts to collect past due balances under the relevant leases, and could ultimately preclude collection of these sums. If a lease is assumed by the tenant in bankruptcy, all pre-bankruptcy balances due under the lease must be paid to the Company in full. However, if a lease is rejected by a tenant in bankruptcy, the Company would have only a general unsecured claim for damages. Any unsecured claim the Company holds may be paid only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims, and there are restrictions under bankruptcy laws which limit the amount of the claim the Company can make if a lease is rejected. As a result, it is likely that the Company will recover substantially less than the full value of any unsecured claims it holds.

vi) Real estate property investments are illiquid, and therefore the Company may not be able to dispose of properties when appropriate or on favorable terms.

Real estate property investments generally cannot be disposed of quickly. In addition, the federal tax code imposes restrictions on a REIT’s ability to dispose of properties that are not applicable to other types of real estate companies. Therefore, the Company may not be able to vary its portfolio in response to economic or other conditions promptly or on favorable terms.

vii) The Company does not have exclusive control over its joint venture investments, so the Company is unable to ensure that its objectives will be pursued.

The Company has invested in some cases as a co-venturer or partner in properties, instead of owning directly. These investments involve risks not present in a wholly-owned ownership structure. In these investments, the Company does not have exclusive control over the development, financing, leasing, management and other aspects of these investments. As a result, the co-venturer or partner might have interests or goals that are inconsistent with the Company’s interests or goals, take action contrary to the Company’s interests or otherwise impede the Company’s objectives. The co-venturer or partner also might become insolvent or bankrupt.

viii) The Company’s financial covenants may restrict its operating and acquisition activities.

The Company’s revolving credit facilities and the indenture under which the Company’s senior unsecured debt is issued contain certain financial and operating covenants, including, among other things, certain coverage ratios, as well as limitations on the Company’s ability to incur secured and unsecured debt, make dividend payments, sell all or substantially all of the Company’s assets and engage in mergers and consolidations and certain acquisitions. These covenants may restrict the Company’s ability to pursue certain business initiatives or certain acquisition transactions. In addition, failure to meet any of the financial covenants could cause an event of default under and/or accelerate some or all of the Company’s indebtedness, which would have a material adverse effect on the Company.

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ix) The Company may be subject to environmental regulations.

Under various federal, state, and local laws, ordinances and regulations, the Company may be considered an owner or operator of real property and may be responsible for paying for the disposal or treatment of hazardous or toxic substances released on or in the Company’s property, as well as certain other potential costs which could relate to hazardous or toxic substances (including governmental fines and injuries to persons and property). This liability may be imposed whether or not the Company knew about, or were responsible for, the presence of hazardous or toxic substances.

x) The Company’s ability to lease or develop properties is subject to competitive pressures.

The Company faces competition in the acquisition, development, operation and sale of real property from individuals and businesses who own real estate, fiduciary accounts and plans and other entities engaged in real estate investment. Some of these competitors have greater financial resources than we do. This results in competition for the acquisition of properties, for tenants who lease or consider leasing space in the Company’s existing and subsequently acquired properties and for other real estate investment opportunities.

xi) Changes in market conditions could adversely affect the market price of the Company’s publicly traded securities.

As with other publicly traded securities, the market price of the Company’s publicly traded securities depends on various market conditions, which may change from time-to-time. Among the market conditions that may affect the market price of the Company’s publicly traded securities are the following:

• the extent of institutional investor interest in the Company;

• the reputation of REITs generally and the reputation of REITs with portfolios similar to the Company’s;

• the attractiveness of the securities of REITs in comparison to securities issued by other entities (including securities issued by other real estate companies);

• the Company’s financial condition and performance;

• the market’s perception of the Company’s growth potential and potential future cash dividends;

• an increase in market interest rates, which may lead prospective investors to demand a higher distribution rate in relation to the price paid for the Company’s shares; and

• general economic and financial market conditions.

Recent Developments

Operating Properties -

          Acquisitions -

During January 2005, the Company acquired a shopping center property located in Clearwater, FL, comprising approximately 0.2 million square feet of gross leasable area (“GLA”), for a purchase price of approximately $17.7 million.

During March 2005, the Company acquired the remaining 40% interest in a shopping center property located in Temple, TX, in which the Company had previously owned a 60% interest, for a purchase price of approximately $0.9 million. During June 2005, the Company transferred this property to a newly formed joint venture in which the Company now has a 20% non-controlling interest.

Additionally, during March 2005, the Company acquired two operating properties, located in New York, NY, through newly formed joint ventures in which the Company holds 95% economic interests, for an aggregate purchase price of approximately $11.6 million.  Simultaneous with the closing, each property was encumbered with an individual non-recourse floating-rate mortgage aggregating approximately $9.1 million.  These loans mature in April 2007 and bear interest at LIBOR plus 2% and LIBOR plus 2.25% (6.39% and 6.64%, respectively, at December 31, 2005).  Based upon the provisions of FIN 46(R), the Company has determined

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that these entities are variable interest entities (“VIE”). The Company has further determined that the Company is the primary beneficiary of these VIEs and has therefore consolidated these entities for financial reporting purposes.  The Company’s maximum exposure to loss associated with these entities is primarily limited to the Company’s aggregate capital investment, which was approximately $3.4 million at December 31, 2005.

During April 2005, the Company acquired an operating property located in Poway, CA, comprising approximately 0.1 million square feet of GLA, for a purchase price of approximately $19.5 million.

During June 2005, the Company acquired a portfolio of 45 operating properties, comprising approximately 0.3 million square feet of GLA, located in Virginia and Maryland, for a purchase price of approximately $85.3 million.  During August 2005, the Company obtained approximately $65.0 million of crossed-collateralized non-recourse mortgage debt encumbering all 45 operating properties.  This mortgage debt matures in September 2015 and bears interest at a fixed-rate of 4.94% per annum.  During September 2005, the entire portfolio of 45 properties and the associated debt was transferred to a newly formed unconsolidated joint venture in which the Company has a 15% non-controlling interest.

During 2005, the Company acquired ten self-storage facilities through an existing joint venture in which the Company held an approximate 93.5% economic interest, for a purchase price of approximately $39.9 million including the assumption of approximately $7.5 million of non-recourse fixed-rate mortgage debt encumbering three of the properties.  Upon completing these acquisitions, the venture owned 17 self-storage facilities located in various states.  The Company had cross-collateralized 14 of these properties with approximately $44.0 million of non-recourse floating-rate mortgage debt which was scheduled to mature in November 2007 and had an interest rate of LIBOR plus 2.75%. Based upon the provisions of FIN 46(R), the Company had determined that this entity was a VIE.  The Company had further determined that the Company was the primary beneficiary of this VIE and had therefore consolidated this entity for financial reporting purposes.  During November and December 2005, this entity disposed of, in separate transactions, four self-storage properties for an aggregate sales price of approximately $18.6 million which resulted in an aggregate gain of approximately $5.8 million.  Proceeds from these sales were used to pay down approximately $9.8 million of mortgage debt and provide distributions to the partners.  As a result of these transactions the Company’s economic interest significantly decreased and the entity became subject to the reconsideration provisions of FIN 46(R).  Based upon this reconsideration event and the provision of FIN 46(R), the Company has determined that this entity is no longer a VIE and has therefore deconsolidated this entity and will now account for this investment under the equity method of accounting.  As of December 31, 2005, this entity owned 13 self-storage properties.  Three of the properties are encumbered by approximately $7.4 million of fixed-rate individual non-recourse mortgage debt which bears interest at 5.5% per annum and is scheduled to mature in June 2013.  The remaining ten properties are cross-collateralized with approximately $33.3 million of variable-rate debt which bears interest at LIBOR plus 2.75% (7.09% at December 31, 2005) and is scheduled to mature in November 2007.  The Company’s maximum exposure to loss associated with this entity is primarily limited to the Company’s carrying value of this investment, which was approximately $14.2 million at December 31, 2005.

During October 2005, the Company acquired a portfolio of three operating properties located in southern California, comprising approximately 0.4 million aggregate square feet of GLA, for an aggregate purchase price of approximately $104.5 million including the assumption of approximately $54.6 million of non-recourse mortgage debt.

During December 2005, the Company acquired, in separate transactions, two operating properties, located in New York, NY, for an aggregate purchase price of approximately $7.2 million.  The purchase of one of the properties was partially funded by a new $3.1 million non-recourse mortgage, which bears interest at a fixed rate of 5.87% per annum and matures in December 2015.

During December 2005, the Company acquired a portfolio of eight net-leased operating properties, comprising approximately 0.1 million square feet of GLA, for an aggregate purchase price of approximately $17.1 million.  Seven of these properties are located in the New York Metropolitan area, and one is located in Philadelphia, PA.

During December 2005, the Company acquired from KROP the remaining 80% interest in an operating property comprising approximately 0.1 million square feet of GLA located in Columbia, MD, for a purchase price of approximately $23.6 million.

Additionally, during December 2005, the Company acquired, in separate transactions, four operating properties, located in Plano, TX, New London, NH, Staten Island, NY, and Santa Rosa,

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CA, comprising of approximately 0.3 million aggregate square feet of GLA, for an aggregate purchase price of approximately $46.9 million.

FNC Realty Corporation -

From 2000 through 2002 the Company acquired approximately $28.9 million face amount of Frank’s Nursery and Crafts, Inc. (“Frank’s”), 10.25% bonds for an aggregate purchase price of approximately $11.3 million. During February 2001, Frank’s filed for protection under Chapter 11 of the United States Bankruptcy Code. During May 2002, Frank’s plan of reorganization was confirmed by the Bankruptcy court and Frank’s emerged from bankruptcy. Pursuant to Frank’s reorganization plan, the Company received approximately 4.3 million shares of Frank’s common stock valued at $2.34 per share in settlement of its Frank’s bond investment. As a result of this conversion, the Company held an approximate 27% interest in Frank’s and began accounting for its investment on the equity method. In addition, the Company began providing loans to Frank’s under a revolving credit facility, which was collateralized by certain real estate interests of Frank’s. As an inducement to make these loans, Frank’s issued the Company approximately 4.4 million warrants with an exercise price of $1.15 per share.

During September 2004, Frank’s again filed for protection under Chapter 11 of the United States Bankruptcy Code. The Company committed to provide Frank’s, in addition to its revolving credit facility, with $27.0 million of debtor-in-possession financing for a term of one year at an interest rate of Prime plus 1.00%. From the petition date until July 26, 2005, Frank’s operated its business as a debtor-in-possession and during this period had completely liquidated its inventory and ceased operating as a retailer.

Frank’s plan of reorganization included a Company-sponsored re-capitalization plan in which the Company, along with several other significant shareholders, agreed to re-capitalize Frank’s with approximately $104.0 million in cash in exchange for debt and equity securities and convert Frank’s from a publicly held retail company to a privately held real estate company.

On July 27, 2005, Frank’s emerged from Chapter 11 bankruptcy pursuant to a bankruptcy court approved plan of reorganization as FNC Realty Corporation (“FNC”). Pursuant to the reorganization plan, shareholders of Frank’s were offered cash of $0.75 per share or the right to exchange Frank’s common stock for FNC common stock on a 1:1 basis. FNC’s capitalization included the issuance of approximately $27.0 million of common stock and $77.0 million of fixed-rate 7% convertible senior notes. The notes mature in July 2008 and may be converted at anytime by the holder for common shares of FNC at $0.75 per share. Proceeds from the issuance of common stock and convertible senior notes were used to repay all claims pursuant to the plan of reorganization, including amounts owed to the Company under its revolving credit facility and debtor-in-possession financing agreement.

Pursuant to the plan of reorganization, the Company received common shares of FNC representing an approximate 27% ownership interest in exchange for its interests in Frank’s.  In addition, the Company acquired an additional 24.5% interest in the common shares of FNC for cash of approximately $17 million, thereby increasing the Company’s ownership interest to approximately 51%. This acquisition of additional shares includes the exercise of warrants previously issued by Frank’s to the Company. The Company also acquired approximately $42 million of fixed-rate 7% convertible senior notes issued by FNC.  As a result of the increase in ownership interest from 27% to 51%, the Company became the controlling shareholder and therefore, commenced consolidation of FNC effective July 27, 2005.

As of July 27, 2005, FNC held interests in 55 properties with approximately $16.1 million of non-recourse mortgage debt encumbering 16 of the properties. These loans bear interest at fixed rates ranging from 4.00% - 7.75% and maturity dates ranging from June 2012 through June 2022.  During December 2005, FNC prepaid, without penalty, an aggregate $4.8 million of mortgage debt encumbering five of its properties.  As of December 31, 2005, FNC had approximately $11.4 million of non-recourse mortgage debt encumbering 11 properties.  These remaining loans bear interest at fixed rates ranging from 4.00% to 7.75% and maturity dates ranging from June 2012 through June 2022.

The Company’s investment strategy with respect to FNC includes re-tenanting, re-developing and disposition of the properties. From July 27, 2005, through December 31, 2005, FNC disposed of nine properties, in separate transactions, for an aggregate sales price of approximately $9.4 million.

          Dispositions -

During 2005, the Company (i) disposed of, in separate transactions, 20 operating

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properties for an aggregate sales price of approximately $93.3 million, (ii) transferred three operating properties to KROP for an aggregate price of approximately $49.0 million, (iii) transferred 52 operating properties to various joint ventures in which the Company manages and has non-controlling interests ranging from 15% to 50% for an aggregate price of approximately $183.1 million.  For the year ended December 31, 2005, these transactions resulted in gains of approximately $31.9 million and a loss on sale/transfer from four of the properties for approximately $5.2 million.

During June 2005, the Company disposed of a vacant land parcel located in New Ridge, MD, for approximately $5.6 million, resulting in a $4.6 million gain on sale.  This gain is included in Other income, net on the Company’s Consolidated Statements of Income.

          Redevelopments -

The Company has an ongoing program to reformat and re-tenant its properties to maintain or enhance its competitive position in the marketplace.  During 2005, the Company substantially completed the redevelopment and re-tenanting of various operating properties.  The Company expended approximately $55.5 million in connection with these major redevelopments and re-tenanting projects during 2005. The Company is currently involved in redeveloping several other shopping centers in the existing portfolio.  The Company anticipates its capital commitment toward these and other redevelopment projects will be approximately $90.0 million to $110.0 million during 2006.

Ground-Up Development -

The Company is engaged in ground-up development projects which consists of (i) merchant building through the Company’s wholly-owned taxable REIT subsidiary, KDI, which develops neighborhood and community shopping centers and the subsequent sale thereof upon completion, (ii) ground-up development projects which will be held as long-term investments by the Company and (iii) various ground-up development projects located in Mexico and Canada for long-term investment (see Recent Developments – International Real Estate Investments and Note 3 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K).  The ground-up development projects generally have substantial pre-leasing prior to the commencement of construction. As of December 31, 2005, the Company had in progress a total of 38 ground-up development projects including 26 merchant building projects, five domestic ground-up development projects, six ground-up development projects located throughout Mexico and one ground-up development project located in Canada.  These projects are currently proceeding on schedule and substantially in line with the Company’s budgeted costs of approximately $1.3 billion.

As of December 31, 2005, KDI had in progress 26 ground-up development projects located in nine states.  In addition, KDI manages the construction of four domestic projects for the Company, which will be held as long-term investments.  During 2005, KDI expended approximately $449.1 million in connection with the purchase of land and construction costs related to these projects and those sold during 2005.  These projects are currently proceeding on schedule and substantially in line with the Company’s budgeted costs.  The Company anticipates its capital commitment toward these development projects will be approximately $200.0 million to $250.0 million during 2006.  The proceeds from the sale of completed ground-up development projects during 2006, proceeds from construction loans and availability under the Company’s revolving lines of credit are expected to be sufficient to fund these anticipated capital requirements.

          Acquisitions -

During 2005, KDI acquired various land parcels, in separate transactions, for an aggregate purchase price of approximately $185.7 million.  The estimated project costs for these newly acquired parcels are approximately $609.6 million with completion dates ranging from March 2006 to June 2009.

Date Acquired	City	State	Purchase Price
			(in millions)
February 2005	Various	AZ, NC	$	3.4
March 2005	Various	AZ, NE, TX		22.2
May 2005	Jacksonville	FL		18.5
June 2005	Various	CA, NC		30.9
July 2005	Various	AZ, FL, ID, TX		26.5
August 2005	Cypress	TX		2.5
September 2005	Mesa	AZ		32.5
October 2005	Various	ID, NY		10.4
December 2005	Various	FL, ID		38.8
			$	185.7

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During 2005, the Company obtained a term loan and individual construction loans on two ground-up development projects and paid off construction loans on five ground-up development projects.  At December 31, 2005, total loan commitments on the remaining 15 construction loans aggregated approximately $343.5 million of which approximately $228.5 million has been funded.  These loans have maturities ranging from 4 months to 31 months and bear interest at rates ranging from 6.04% to 6.64% at December 31, 2005.

          Dispositions -

During 2005, KDI sold, in separate transactions, six of its recently completed projects and 41 out-parcels for approximately $264.1 million.  These sales resulted in pre-tax gains of approximately $33.6 million.  Details are as follows:

Date Sold	Project	City	State	Sales Price
				(in millions)
January 2005	Maricopa, AZ, project and 3 out-parcels at various projects	Various	AZ, NY	$   26.4
February 2005	Fountain Hills, AZ, project and out-parcels at Chandler, AZ	Various	AZ	51.4
March 2005	Various (2 out-parcels)	Various	AZ, TX	4.6
April 2005	Various (1 multi-tenant parcel and 2 out-parcels)	Various	AZ, OH, TX	9.4
May 2005	Various (5 out-parcels)	Various	AZ, MI, TX	7.3
June 2005	Completed projects in Durham, NC, and Houston, TX and 4 out-parcels in various projects	Various	NE, NC, TX	46.9
July 2005	Various (2 out-parcels) and earn-out proceeds	Various	FL, TX	5.7
August 2005	Various (3 out-parcels)	Various	TX	2.5
September 2005	Burlington, NC, project and 2 out-parcels at Jacksonville, FL	Various	FL, NC	51.5
October 2005	Various (4 out-parcels) and earn-out proceeds	Various	FL, MI, NC, OH	4.6
November 2005	Various (6 out-parcels)	Various	FL, NY, TX	14.7
December 2005	Longview, WA, project, 2 out-parcels at various projects and earn-out proceeds	Various	FL, ID, TX, WA	39.1
				$ 264.1

Operating Real Estate Joint Venture Investments -

          Kimco Income REIT (“KIR”) -

The Company has a 43.3% non-controlling limited partnership interest in KIR, manages the portfolio and accounts for its investment under the equity method of accounting.

During March 2005, KIR disposed of an operating property and an out-parcel, in separate transactions, for an aggregate sales price of approximately $43.1 million.  These sales resulted in an aggregate gain of approximately $17.8 million of which the pro-rata gain to the Company was approximately $7.7 million.  In connection with the sale of the operating property, KIR incurred a $2.0 million loan defeasance charge, of which the Company’s pro-rata share was approximately $0.9 million.

During October 2005, KIR sold an operating property for a sales price of approximately $8.1 million.  This sale resulted in a gain of approximately $2.4 million of which the pro-rata gain to the Company was approximately $1.0 million.

Additionally, during March 2005, KIR acquired an operating property located in Delran, NJ, for a purchase price of approximately $4.6 million.

In April 2005, KIR entered into a three-year $30.0 million unsecured revolving credit facility which bears interest at LIBOR plus 1.40%.  As of December 31, 2005, there were no amounts outstanding under this facility.

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As of December 31, 2005, the KIR portfolio was comprised of 68 shopping center properties aggregating approximately 14.2 million square feet of GLA located in 20 states.

          KROP Venture-

During 2001, the Company formed a joint venture (the “Kimco Retail Opportunity Portfolio” or “KROP”) with GE Capital Real Estate (“GECRE”), in which the Company has a 20% non-controlling interest and manages the portfolio. The purpose of this joint venture is to acquire established, high-growth potential retail properties in the United States.  Total capital commitments to KROP from GECRE and the Company are for $200.0 million and $50.0 million, respectively, and such commitments are funded proportionately as suitable opportunities arise and are agreed to by GECRE and the Company.  During 2005, GECRE and the Company contributed approximately $21.2 million and $5.3 million, respectively, towards their capital commitments.  The Company accounts for its investment in KROP under the equity method of accounting.

During 2005, KROP acquired four operating properties and one out-parcel, in separate transactions, for an aggregate purchase price of approximately $74.6 million, including the assumption of approximately $26.2 million of individual non-recourse mortgage debt encumbering two of the properties and preferred units of approximately $4.2 million associated with another property.

During 2005, KROP disposed of three unencumbered operating properties and two out-parcels, in separate transactions, for an aggregate sales price of approximately $60.3 million.  These sales resulted in an aggregate gain of approximately $18.3 million of which the Company’s pro-rata share was approximately $3.7 million.

During 2005, KROP obtained ten-year individual non-recourse, non-cross collateralized fixed-rate mortgages aggregating approximately $21.9 million on two of its previously unencumbered properties with rates ranging from 5.2% to 5.3%.

During 2005, KROP obtained two non-recourse, non-cross collateralized variable-rate mortgages aggregating approximately $25.7 million on two properties with rates of LIBOR plus 1.30% and LIBOR plus 1.65% with terms of two and three years, respectively.

As of December 31, 2005, the KROP portfolio was comprised of 38 shopping center properties aggregating approximately 5.6 million square feet of GLA located in 14 states.

          Other Real Estate Joint Ventures –

During December 2004, the Company acquired the Price Legacy Corporation through a newly formed joint venture, PL Retail LLC (“PL Retail”), in which the Company has a 15% non-controlling interest and manages the portfolio.  The Company accounts for its investment under the equity method of accounting.  In connection with this transaction, PL Retail acquired 33 operating properties aggregating approximately 7.6 million square feet of GLA located in ten states.  To partially fund the acquisition, the Company provided PL Retail approximately $30.6 million of secured mezzanine financing.  The Company also, provided PL Retail a secured short-term promissory note of approximately $8.2 million. This interest-only note bore interest at LIBOR plus 4.50% and was scheduled to mature in June 2005. During 2005, this note was amended to bear interest at LIBOR plus 6.0% and is now payable on demand. This interest only loan bears interest at a fixed rate of 7.5% and matures in December 2006.  During the year ended December 31, 2005, PL Retail disposed of nine operating properties, in separate transactions, for an aggregate sales price of approximately $81.4 million, which represented the approximate carrying values of the properties.  Proceeds of approximately $22.0 million were used to partially repay the mezzanine financing that was provided by the Company.  As of December 31, 2005, PL Retail had approximately $8.9 million outstanding on the mezzanine financing and approximately $8.2 million outstanding on the promissory note.

During March 2005, a joint venture in which the Company has a 50% non-controlling interest, disposed of two vacant land parcels located in Glendale, AZ, in separate transactions, for an aggregate sales price of approximately $9.9 million.  These sales resulted in an aggregate gain of approximately $4.8 million, of which the Company’s share was approximately $2.4 million.

During April 2005, the Company acquired an operating property located in Hillsborough, NJ, comprising approximately 0.1 million square feet of GLA, through a newly formed joint venture in which the Company has a 50% non-controlling interest.  The property was acquired for approximately $4.0 million including the assumption of approximately $1.9 million of non-recourse mortgage debt encumbering the property.  Subsequent to the

17

purchase, the joint venture obtained a $3.2 million one-year term loan which bears interest at LIBOR plus 0.55%.  This loan is jointly and severally guaranteed by the joint venture partners, including the Company.  Proceeds from this loan were used to repay the $1.9 million mortgage encumbering the property.

During June 2005, the Company acquired land in Tustin, CA, through a newly formed joint venture in which the Company has a 50% non-controlling interest, for a purchase price of approximately $23.0 million.  The property will be developed into a 1.0 million square foot retail center with a total estimated project cost of approximately $149.3 million.  The purchase of the land was funded through a new construction loan which bears interest at LIBOR plus 1.70% and is scheduled to mature in October 2007.  As of December 31, 2005, this construction loan had an outstanding balance of approximately $40.4 million.

Additionally, during June 2005, the Company acquired an additional 25% interest in a joint venture in which the Company had previously held a 7.77% interest for approximately $26.0 million.  This joint venture owns an operating property, comprised of approximately 0.5 million square feet of GLA, located in Fremont, CA.  During December 2005, the Company sold a portion of its interest in this joint venture to a new partner who purchased 70% of this partnership.  The Company now has a 30% non-controlling interest in this joint venture manages and accounts for its investment under the equity method of accounting.

During July 2005, the Company acquired an interest in an office property located in Houston, TX, comprising approximately 0.6 million square feet of GLA through a newly formed joint venture in which the Company has an 85% non-controlling interest.  The Company’s investment in the joint venture was approximately $12.2 million.  The joint venture purchased the property for approximately $91.1 million subject to $76.5 million of non-recourse mortgage debt which bears interest at a fixed-rate of 5.15% per annum and matures during August 2015.  The Company accounts for this investment under the equity method of accounting.

During May 2005, the Company acquired a $10.2 million mortgage receivable through a newly formed joint venture in which the Company has a 50% non-controlling interest.  The mortgage encumbered a property located in Derby, CT, comprising approximately 0.1 million square feet of GLA.  During October 2005, the joint venture foreclosed on the property and obtained fee title.

Additionally, during 2005, the Company acquired, in separate transactions, 12 operating properties comprising approximately 1.7 million square feet of GLA, through newly formed joint ventures in which the company has non-controlling interests ranging from 5% to 50%. The aggregate purchase price for these properties was approximately $265.6 million, including the assumption of approximately $29.1 million of non-recourse mortgage debt encumbering three of the properties.  The Company accounts for its investment in these joint ventures under the equity method of accounting.

During September 2005, the Company transferred 45 operating properties, comprising approximately 0.3 million square feet of GLA, located in Virginia and Maryland to a newly formed unconsolidated joint venture in which the Company has a 15% non-controlling interest.  The transfer price was approximately $85.3 million including the assignment of approximately $65.0 million of cross-collateralized non-recourse mortgage debt encumbering all of the properties.

Additionally, during 2005, the Company transferred, in separate transactions, five operating properties comprising approximately 0.7 million square feet of GLA, to newly formed joint ventures in which the Company has 20% non-controlling interests, for an aggregate price of approximately $85.6 million, including the assignment of approximately $40.2 million of mortgage debt encumbering three of the properties.  The Company accounts for its investments in these joint ventures under the equity method of accounting.

The Company’s maximum exposure to losses associated with its unconsolidated joint ventures is primarily limited to its carrying value in these investments. As of December 31, 2005, the Company’s carrying value in these investments approximated $735.6 million.

          International Real Estate Investments -

                    Canadian Investments -

During October 2001, the Company formed the RioCan Venture in which the Company has a 50% non-controlling interest, to acquire retail properties and development projects in Canada. The acquisition and development projects are to be sourced and managed by RioCan and are subject to review and approval by a joint oversight committee consisting of RioCan management and the Company’s management personnel.  Capital contributions will only be

18

required as suitable opportunities arise and are agreed to by the Company and RioCan.

As of December 31, 2005, the RioCan Venture was comprised of 34 operating properties and one development property, consisting of approximately 8.1 million square feet of GLA.

During May 2005, a newly formed joint venture, in which the Company has a 50% non-controlling interest, acquired in separate transactions, two auto dealerships located in Toronto, Canada, for an aggregate purchase price of approximately CAD $6.4 million (approximately USD $5.1 million).

During 2005, the Company, in separate transactions, made four Canadian preferred equity investments aggregating approximately CAD $24.2 million (approximately USD $20.7 million) to developers and owners of various real estate interests.

The Company has used the equity method of accounting for the Canadian investments described above.

          Mexican Investments -

During March 2005, the Company transferred 50% of the Company’s 95% interest in a developed property located in Huehuetoca, Mexico, to a joint venture partner for approximately $5.3 million, which approximated its carrying value.  As a result of this transaction, the Company now holds a 47.5% non-controlling interest and has deconsolidated the investment.  The Company now accounts for its investment under the equity method of accounting.

During May 2005, the Company acquired a hotel property located in Cancun, Mexico, through a newly formed joint venture in which the Company has an 80% non-controlling interest.  The property was purchased for approximately $19.7 million.  Simultaneous with the closing, the property was encumbered with $12.4 million of non-recourse mortgage debt which bears interest at a fixed rate of 7.63% per annum and matures during May 2010.  During 2005, the property incurred significant hurricane damage which has temporarily suspended operations.  The Company believes that its property insurance and business interruption insurance will adequately cover losses associated with this event.

During July 2005, the Company transferred a developed property located in Reynosa, Mexico, to a newly formed joint venture in which the Company has a 50% non-controlling interest, for a price of approximately $6.9 million.  The Company now accounts for this investment under the equity method of accounting.

During October 2005, the Company acquired interests in 57 industrial properties located in Mexico, through a newly formed joint venture in which the Company has a 50% non-controlling interest, for a purchase price of approximately $277.5 million, including the assumption of approximately $167.0 million of non-recourse mortgage debt encumbering 52 properties.  The properties comprise approximately 5.6 million square feet of GLA.

During 2005, the Company acquired, in separate transactions, two parcels of land located in Saltillo and Pachuca, Mexico, for an aggregate purchase price of approximately $14.6 million.  The properties will be developed into retail centers with an aggregate total projected cost of approximately $34.1 million.

Additionally, during 2005, the Company acquired, in separate transactions, six parcels of land located in various cities throughout Mexico, through newly formed joint ventures in which the Company has non-controlling interests ranging from 50% to 80%, for an aggregate purchase price of approximately $42.1 million.  The properties were at various stages of construction at acquisition and will be developed into retail centers with a projected total aggregate cost of approximately $183.1 million.

Other Real Estate Investments -

          Kimsouth -

During November 2002, the Company, through its taxable REIT subsidiary, together with Prometheus Southeast Retail Trust, completed the merger and privatization of Konover Property Trust, which has been renamed Kimsouth Realty, Inc., (“Kimsouth”).  The Company acquired 44.5% of the common stock of Kimsouth, which consisted primarily of 38 retail shopping center properties comprising approximately 4.6 million square feet of GLA.  Total acquisition value was approximately $280.9 million, including approximately $216.2 million in assumed mortgage debt.  The Company’s investment strategy with respect to Kimsouth includes re-tenanting, repositioning and disposition of the properties.

19

During 2005, Kimsouth disposed of seven shopping center properties, in separate transactions, for an aggregate sales price of approximately $78.8 million, including the assignment of approximately $23.7 million of mortgage debt encumbering two of the properties.  During 2005, the Company recognized pre-tax profits from the Kimsouth investment of approximately $4.9 million, which is included in the caption Income from other real estate investments on the Company’s Consolidated Statements of Income.

As of December 31, 2005, the Kimsouth portfolio was comprised of five properties including the office component of an operating property sold in 2004, aggregating approximately 1.2 million square feet of GLA located in four states.

          Preferred Equity Capital -

The Company maintains a Preferred Equity program, which provides capital to developers and owners of real estate properties.  During 2005, the Company provided in separate transactions, an aggregate of approximately $84.3 million in investment capital to developers and owners of 79 real estate properties.  As of December 31, 2005, the Company’s net investment under the Preferred Equity program was approximately $225.9 million relating to 131 properties.  For the year ended December 31, 2005, the Company earned approximately $32.8 million, including $12.6 million from promoted interests earned from six capital transactions from these investments. 

Mortgages and Other Financing Receivables -

During May 2002, the Company provided a secured $15.0 million three-year term loan and a secured $7.5 million revolving credit facility to Frank’s, at an interest rate of 10.25% per annum collateralized by 40 real estate interests. Interest was payable quarterly in arrears. During 2003, the revolving credit facility was amended to increase the total borrowing capacity to $17.5 million. During January 2004, the revolving loan was further amended to provide up to $33.75 million of borrowings from the Company. During September 2004, Frank’s filed for protection under Chapter 11 of the U.S. Bankruptcy Code. The Company committed to provide an additional $27.0 million of Debtor-in-Possession financing with a term of one year at an interest rate of Prime plus 1.00% per annum.  During July 2005, Frank’s emerged from bankruptcy as FNC and repaid all outstanding amounts owed to the Company under the revolving credit facility and Debtor-in-Possession agreement (See Recent Developments – FNC Realty Corporation and Note 3 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K).

During April 2005, the Company provided a construction loan commitment of up to MXP 53.5 million (approximately USD $5.0 million) to a developer for the construction of a new retail center in Acapulco, Mexico.  The loan bears interest at a fixed rate of 11.75% and provides for an additional 20% participation of property cash flow, as defined.  This loan is initially interest only and then converts to an amortizing loan at the earlier of 120 days after construction completion or upon opening of the anchor tenant.  This loan is collateralized by the related property and matures in May 2015.  As of December 31, 2005, there was approximately MXP 53.5 million (USD $5.0 million) outstanding on this loan.

Additionally, during April 2005, a newly formed joint venture, in which the Company has a 50% non-controlling interest, provided a retailer with a three-year $28.0 million revolving line of credit at a floating interest rate of Prime plus 5.5% per annum.  The facility also provides for a 3.0% unused line fee and a 2.50% origination fee.  The facility is collateralized by certain real estate interests of the borrower.  As of December 31, 2005, the outstanding balance on this facility was $10.2 million of which the Company’s share was $5.2 million.

During May 2005, a newly formed joint venture, in which the Company has a 44.38% non-controlling interest, provided Debtor-in-Possession financing to a healthcare facility that recently filed for bankruptcy and is closing its operations.  The term of this loan is two years and bears interest at prime plus 2.5%.  The loan is collateralized by a hospital building, a six-story commercial building, a 12-story 133-unit apartment complex and various other building structures.  The Company’s share of the outstanding balance of this loan at December 31, 2005, is $2.9 million.

Additionally, during May 2005, the Company acquired four mortgage loans collateralized by individual properties with an aggregate face value of approximately $16.6 million for approximately $14.3 million.  These performing loans, which provide for monthly payments of principal and interest, bear interest at a fixed-rate of 7.57% and mature on June 1, 2019.  As of December 31, 2005, there was an aggregate of approximately $14.1 million outstanding on these loans.

During September 2005, a newly formed joint venture, in which the Company has an 80%

20

interest, acquired a $43.6 million mortgage receivable for a purchase price of approximately $34.2 million.  This performing loan bears interest at a rate of three-month LIBOR plus 2.75% per annum and matures on January 12, 2010.  The loan is collateralized by a 626-room hotel located in Lake Buena Vista, FL.  The Company has determined that this entity is a VIE and has further determined that the Company is the primary beneficiary of this VIE and has therefore consolidated it for financial reporting purposes.  As of December 31, 2005, the outstanding loan balance, net of discount, was approximately $35.0 million.

During October 2005, the Company provided a construction loan commitment of up to $38.1 million to a developer for acquisition and re-development of a retail center located in Richland Township, PA.  The loan is interest only at a rate of LIBOR plus 220 basis points and matures in October 2007.  As of December 31, 2005, the outstanding balance on this loan was approximately $3.2 million.

During March 2002, the Company provided a $50.0 million ten-year loan to Shopko Stores, Inc., at an interest rate of 11.0% per annum collateralized by 15 properties.  The Company received principal and interest payments on a monthly basis.  During January 2003, the Company sold a $37.0 million participation interest in this loan to an unaffiliated third party.  The interest rate on the $37.0 million participation interest was a variable rate based on LIBOR plus 3.50%.  The Company continued to act as the servicer for the full amount of the loan.  During December 2005, Shopko, as part of its privatization transaction, prepaid the outstanding loan balance of approximately $46.7 million in full satisfaction of this loan.  As part of this loan satisfaction, Shopko paid the Company a prepayment fee of approximately $14.0 million.

During July 2004, the Company provided an $11.0 million five-year term loan to a retailer at a floating interest rate of Prime plus 3.0% per annum or, at the borrower’s election, LIBOR plus 5.5% per annum.  The facility was interest only, payable monthly in arrears and was collateralized by certain real estate interests of the borrower.  During December 2005, the borrower elected to prepay the outstanding loan balance of $11.0 million in full satisfaction of this loan.

During December 2005, the Company provided a construction loan commitment of up to MXP 39.9 million (approximately USD $3.7 million) to a developer for the construction of a new retail center in Magno Deco, Mexico.  The loan bears interest at a fixed rate of 11.75% and provides for an additional 20% participation of property cash flow, as defined.  This loan is collateralized by the related property and matures in May 2015.  As of December 31, 2005, there was approximately MXP 38.7 million (USD $3.6 million) outstanding on this loan.

Financing Transactions -

          Non-Recourse Mortgage Debt -

During 2005, the Company (i) obtained an aggregate of approximately $95.6 million of individual non-recourse mortgage debt on 53 operating properties, (ii) assumed approximately $79.7 million of individual non-recourse mortgage debt relating to the acquisition of 11 operating properties, including approximately $6.3 million of fair value debt adjustments, (iii) consolidated approximately $33.2 million of non-recourse mortgage debt relating to the purchase of additional ownership interests in various entities, (iv) assigned approximately $119.8 million of individual non-recourse mortgage debt relating to the transfer of 49 operating properties to various co-investment ventures in which the Company has non-controlling interests ranging from 10% to 30%, (v) paid off approximately $66.9 million of individual non-recourse mortgage debt that encumbered 11 operating properties,(vi) deconsolidated approximately $41.1 million of non-recourse mortgage debt relating to the reduction of the Company’s economic interest in a joint venture and (vii) assigned approximately $7.8 million of non-recourse mortgage debt relating to the sale of one operating property.

          Unsecured Debt -

During February 2005, the Company issued $100.0 million of fixed rate unsecured senior notes under its medium-term notes (“MTN”) program.  This fixed rate MTN matures in February 2015 and bears interest at 4.904% per annum.  The proceeds from this MTN issuance were primarily used for the repayment of all $20.0 million of the Company’s fixed rate notes that matured in April 2005, which bore interest at 7.91%, all $10.25 million of the Company’s fixed rate notes that matured in May 2005, which bore interest at 7.30%, and partial repayment of the Company’s $100.0 million fixed rate notes, which matured in June 2005, and bore interest at 6.73%.

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During June 2005, the Company issued $200.0 million of fixed rate unsecured senior notes under its MTN program.  This fixed rate MTN matures in June 2014 and bears interest at 4.82% per annum.  The proceeds from this issuance were primarily used to repay a portion of the outstanding balance under the Company’s U.S. revolving credit facility and for general corporate purposes.

During November 2005, the Company issued an aggregate $250.0 million of fixed rate unsecured senior notes under its MTN program.  The Company issued a $150.0 million MTN which matures in November 2015 and bears interest at a fixed rate of 5.584% per annum and a $100.0 million MTN which matures in February 2011 and bears interest at fixed rate of 5.304% per annum.  Proceeds from these MTN issuances were used for general corporate purposes and to repay a portion of the outstanding balance under the Company’s U.S. revolving credit facility.  A portion of the outstanding balance related to the repayment of the Company’s $50.0 million 7.68% fixed rate notes, which matured on November 1, 2005, and repayment of the Company’s $20.0 million 6.83% fixed rate notes, which matured on November 14, 2005.

During April 2005, Kimco North Trust III, a wholly-owned entity of the Company, completed the issuance of $150.0 million Canadian denominated senior unsecured notes.  The notes bear interest at a fixed rate of 4.45% and mature on April 21, 2010.  The Company has provided a full and unconditional guarantee of the notes.  The proceeds were used by Kimco North Trust III to pay down outstanding indebtedness under existing credit facilities, to fund long-term investments in Canadian real estate and for general corporate purposes.  The senior unsecured notes are governed by an indenture by and among Kimco North Trust III, the Company, as guarantor, and BNY Trust Company of Canada, as trustee, dated April 21, 2005.

          Construction Loans -

During 2005, the Company obtained a term loan and construction financing on two ground-up development projects for an aggregate loan amount of up to $50.5 million, of which approximately $22.4 million was funded as of December 31, 2005.  As of December 31, 2005, the Company had a total of 15 construction loans with commitments of up to $343.5 million, of which $228.5 million had been funded to the Company.  These loans had maturities ranging from 4 months to 31 months and variable interest rates ranging from 6.04% to 6.64% at December 31, 2005.

          Credit Facilities -

During July 2005, the Company established a new $850.0 million unsecured revolving credit facility (the “Credit Facility”), which is scheduled to expire in July 2008. This Credit Facility replaces the Company’s $500.0 million unsecured credit facility, which was scheduled to expire in June 2006. Under the Credit Facility, funds may be borrowed for general corporate purposes, including the funding of (i) property acquisitions, (ii) development and redevelopment costs and (iii) any short-term working capital requirements. Interest on borrowings under the Credit Facility accrue at a spread (currently 0.45%) to LIBOR and fluctuates in accordance with changes in the Company’s senior debt ratings.  As part of this Credit Facility, the Company has a competitive bid option whereby the Company may auction up to $425.0 million of its requested borrowings to the bank group.  This competitive bid option provides the Company the opportunity to obtain pricing below the currently stated spread to LIBOR of 0.45%.  A facility fee of 0.125% per annum is payable quarterly in arrears. In addition, the Company has a $200.0 million sub-limit which provides it the opportunity to borrow in alternative currencies such as Pounds Sterling, Japanese Yen or Euros.  Pursuant to the terms of the Credit Facility, the Company, among other things, is (i) subject to maintaining certain maximum leverage ratios on both unsecured senior corporate debt and minimum unencumbered asset and equity levels and (ii) restricted from paying dividends in amounts that exceed 95% of funds from operations, as defined.  As of December 31, 2005, there was $200.0 million outstanding under this credit facility.

During September 2004, the Company entered into a three-year CAD $150.0 million unsecured revolving credit facility with a group of banks.  This facility bears interest at the CDOR Rate, as defined, plus 0.50% and is scheduled to expire in September 2007.  During March 2005, this facility was increased to CAD $250.0 million and the scheduled maturity date was extended to March 2008.  During January 2006, the facility was further amended to reduce the borrowing spread to 0.45% and to modify the covenant package to conform to the Company’s $850.0 million U.S. Credit Facility.  Proceeds from this facility will be used for general corporate purposes including the funding of Canadian denominated investments. As of December 31, 2005, there was CAD $110.0 million (approximately USD $94.7 million) outstanding under this facility.

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During May 2005, the Company entered into a three-year MXP 500.0 million unsecured revolving credit facility.  This facility bears interest at the TIIE Rate, as defined, plus 1.00% and is scheduled to expire in May 2008.  Proceeds from this facility will be used to fund peso-denominated investments.  As of December 31, 2005, there was MXP 500.0 million (approximately USD $46.7 million) outstanding under this facility.

          Equity -

During July 2005, the Company filed a shelf registration statement on Form S-3 for up to $1.0 billion of debt securities, preferred stock, depositary shares, common stock and common stock warrants.  As of December 31, 2005, the Company had $750.0 million available for issuance under this shelf registration statement.

During 2005, the Company received approximately $49.0 million through employee stock option exercises and the dividend reinvestment program.

Exchange Listings

The Company’s common stock and Class F Depositary Shares are traded on the NYSE under the trading symbols “KIM” and “KIMprF”, respectively.

Item 1B.  Unresolved Staff Comments

None

Item 2.  Properties

Real Estate Portfolio  As of January 1, 2006, the Company’s real estate portfolio was comprised of interests in approximately 106.6 million square feet of GLA (not including 131 property interests comprising 10.8 million square feet of GLA related to the Preferred Equity program, 46 property interests comprising 0.8 million square feet of GLA related to FNC Realty and 15.0 million square feet of planned GLA for the 45 ground-up development projects) in 786 operating properties primarily consisting of neighborhood and community shopping centers, 22 retail store leases and six parcels of undeveloped land located in 44 states, Canada and Mexico.  The Company’s portfolio includes a 43.3% interest in 68 shopping center properties comprising approximately 14.2 million square feet of GLA relating to KIR, a 50% interest in 34 shopping center properties comprising approximately 8.0 million square feet of GLA relating to the RioCan Venture, a 20% interest in 38 shopping center properties comprising approximately 5.6 million square feet of GLA relating to KROP and various interests in 112 properties comprising approximately 14.5 million square feet of GLA relating to other institutional co-investment programs.  Neighborhood and community shopping centers comprise the primary focus of the Company’s current portfolio.  As of January 1, 2006, approximately 94.6% of the Company’s neighborhood and community shopping center space (excluding the KIR, KROP and other institutional co-investment program portfolios) was leased, and the average annualized base rent per leased square foot of the portfolio was $9.44.

The Company’s neighborhood and community shopping center properties, generally owned and operated through subsidiaries or joint ventures, had an average size of approximately 142,000 square feet as of January 1, 2006.  The Company generally retains its shopping centers for long-term investment and consequently pursues a program of regular physical maintenance together with major renovations and refurbishing to preserve and increase the value of its properties.  These projects usually include renovating existing facades, installing uniform signage, resurfacing parking lots and enhancing parking lot lighting.  During 2005, the Company capitalized approximately $6.8 million in connection with these property improvements and expensed to operations approximately $18.9 million.

The Company’s neighborhood and community shopping centers are usually “anchored” by a national or regional discount department store, supermarket or drugstore.  As one of the original participants in the growth of the shopping center industry and one of the nation’s largest owners and operators of shopping centers, the Company has established close relationships with a large number of major national and regional retailers.  Some of the major national and regional companies that are tenants in the Company’s shopping center properties include The Home Depot, TJX Companies, Sears Holdings, Kohl’s, Royal Ahold, Wal-Mart, Best Buy, Linens N Things, Costco and Bed Bath & Beyond.

A substantial portion of the Company’s income consists of rent received under long-term leases.  Most of the leases provide for the payment of fixed base rentals monthly in advance and for the payment by tenants of an allocable share of the real estate taxes, insurance, utilities and common area maintenance expenses incurred in operating the shopping centers.  Although many of the leases require the Company to make roof and structural repairs as needed, a number of tenant leases place that responsibility on the

23

tenant, and the Company’s standard small store lease provides for roof repairs to be reimbursed by the tenant as part of common area maintenance.  The Company’s management places a strong emphasis on sound construction and safety at its properties.

Approximately 1,750 of the Company’s 7,600 leases also contain provisions requiring the payment of additional rent calculated as a percentage of tenants’ gross sales above predetermined thresholds.  Percentage rents accounted for approximately 1% of the Company’s revenues from rental property for the year ended December 31, 2005.

Minimum base rental revenues and operating expense reimbursements accounted for approximately 99% of the Company’s total revenues from rental property for the year ended December 31, 2005.  The Company’s management believes that the base rent per leased square foot for many of the Company’s existing leases is generally lower than the prevailing market-rate base rents in the geographic regions where the Company operates, reflecting the potential for future growth.

For the period January 1, 2005, to December 31, 2005, the Company increased the average base rent per leased square foot in its portfolio of neighborhood and community shopping centers from $9.02 to $9.44, an increase of $0.42.  This increase primarily consists of (i) an $0.18 increase relating to acquisitions, (ii) a $0.01 increase relating to dispositions or the transfer of properties to various joint venture entities, (iii) a $0.04 increase related to the fluctuation in exchange rates related to Canadian and Mexican-denominated leases and (iv) a $0.19 increase relating to new leases signed net of leases vacated and rent step-ups within the portfolio.

The Company seeks to reduce its operating and leasing risks through geographic and tenant diversity.  No single neighborhood and community shopping center accounted for more than 0.8% of the Company’s total shopping center GLA or more than 1.2% of total annualized base rental revenues as of December 31, 2005. The Company’s five largest tenants at December 31, 2005, were The Home Depot, TJX Companies, Sears Holdings, Kohl’s and Royal Ahold, which represent approximately 3.6%, 3.2%, 2.7%, 2.5% and 2.0%, respectively, of the Company’s annualized base rental revenues, including the proportionate share of base rental revenues from properties in which the Company has less than a 100% economic interest.  The Company maintains an active leasing and capital improvement program that, combined with the high quality of the locations, has made, in management’s opinion, the Company’s properties attractive to tenants.

The Company’s management believes its experience in the real estate industry and its relationships with numerous national and regional tenants gives it an advantage in an industry where ownership is fragmented among a large number of property owners.

Retail Store Leases  In addition to neighborhood and community shopping centers, as of January 1, 2006, the Company had interests in retail store leases totaling approximately 2.0 million square feet of anchor stores in 22 neighborhood and community shopping centers located in 15 states.  As of January 1, 2006, approximately 99.9% of the space in these anchor stores had been sublet to retailers that lease the stores under net lease agreements providing for average annualized base rental payments of $3.93 per square foot. The average annualized base rental payments under the Company’s retail store leases to the landowners of such subleased stores are approximately $2.58 per square foot.  The average remaining primary term of the retail store leases (and, similarly, the remaining primary term of the sublease agreements with the tenants currently leasing such space) is approximately 4.1 years, excluding options to renew the leases for terms which generally range from five to 30 years.  The Company’s investment in retail store leases is included in the caption Other Real Estate Investments on the Company’s Consolidated Balance Sheets.

Ground-Leased Properties  The Company has interests in 60 shopping center properties that are subject to long-term ground leases where a third party owns and has leased the underlying land to the Company (or an affiliated joint venture) to construct and/or operate a shopping center.  The Company or the joint venture pays rent for the use of the land and generally is responsible for all costs and expenses associated with the building and improvements.  At the end of these long-term leases, unless extended, the land together with all improvements revert to the landowner.

Ground-Up Development Properties  The Company is engaged in ground-up development projects which consists of (i) merchant building through the Company’s wholly-owned taxable REIT subsidiary KDI, which develops neighborhood and community shopping centers and the subsequent sale thereof upon completion, (ii) ground-up development projects which will be held as long-term investments by the Company and (iii) various ground-up development projects located in Mexico and Canada for long-term investment (see Recent Developments – International Real Estate Investments and Note 3 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K).  The ground-up development

24

projects generally have substantial pre-leasing prior to the commencement of the construction.  As of December 31, 2005, the Company had in progress a total of 38 ground-up development projects including 26 merchant building projects, five domestic ground-up development projects, six ground-up development projects located throughout Mexico and one ground-up project located in Canada.

As of January 1, 2006, KDI has currently in progress 26 ground-up development projects located in nine states, which are expected to be sold upon completion.  These projects had substantial pre-leasing prior to the commencement of construction.  As of January 1, 2006, the average annual base rent per leased square foot for the KDI portfolio was $15.34 and the average annual base rent per leased square foot for new leases executed in 2005 was $15.19.

Undeveloped Land  The Company owns certain unimproved land tracts and parcels of land adjacent to certain of its existing shopping centers that are held for possible expansion. At times, should circumstances warrant, the Company may develop or dispose of these parcels.

The table on pages 26 to 35 sets forth more specific information with respect to each of the Company’s property interests.

Item 3.  Legal Proceedings

The Company is not presently involved in any litigation nor, to its knowledge, is any litigation threatened against the Company or its subsidiaries that, in management’s opinion, would result in any material adverse effect on the Company’s ownership, management or operation of its properties, or which is not covered by the Company’s liability insurance.

Item 4.  Submission of Matters to a Vote of Security Holders

None.

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		YEAR DEVELOPED OR ACQUIRED	OWNERSHIP INTEREST/ (EXPIRATION) (2)	LAND AREA (ACRES)	LEASABLE AREA (SQ. FT.)		MAJOR LEASES
						PERCENT
						LEASED		LEASE	OPTION		LEASE	OPTION		LEASE	OPTION
	LOCATION					(1)	TENANT NAME	EXPIRATION	EXPIRATION	TENANT NAME	EXPIRATION	EXPIRATION	TENANT NAME	EXPIRATION	EXPIRATION
ALABAMA
	FAIRFIELD	2000	FEE	10.0	86,566	100.0	TELETECH CUSTOM	2009	2029
	HOOVER	2000	FEE	11.5	115,347	100.0	WAL-MART	2025	2095
	MOBILE (9)	2002	JOINT VENTURE	52.8	527,625	62.4	ACADEMY SPORTS	2021	2031	CIRCUIT CITY	2041	2041	ROSS DRESS FOR LESS	2015	2035
ALASKA
	KENAI	2003	JOINT VENTURE	14.7	146,759	100.0	HOME DEPOT	2018	2048
ARIZONA
	ANTHEM (4)	2004	JOINT VENTURE	6.6	15,000	100.0
	CHANDLER (4)	2004	JOINT VENTURE	29.3	—	—
	GLENDALE (7)	1998	JOINT VENTURE	40.5	333,388	97.8	COSTCO	2011	2046	FLOOR & DECOR	2015	2025	LEVITZ	2012	2032
	GLENDALE (3)	1998	JOINT VENTURE	26.5	92,228	100.0	SEARS	2006	2016	MICHAELS	2008	2018	ANNA'S LINENS	2015	2025
	MESA	1998	FEE	19.8	144,617	81.2	ROSS DRESS FOR LESS	2010	2015	BLACK ANGUS	2010	2015
	MARANA	2003	FEE	18.2	191,008	100.0	LOWE'S HOME CENTER	2019	2069
	MESA (11)	2004	FEE	29.4	307,375	100.0	SPORTS AUTHORITY	2016	2046	SIMPLY ARTRAGEOUS	2014	2019	CIRCUIT CITY	2016	2036
	MESA (4)	2005	JOINT VENTURE	12.8	448,000	100.0	WAL-MART	2026	2076	BASS PRO OUTDOOR WORLD	2027	2057	CINEMARK USA	2022	2037
	MESA (4)	2005	JOINT VENTURE	71.0	—	—
	NORTH PHOENIX	1998	FEE	17.0	230,164	87.0	BURLINGTON COAT FACTORY	2013	2023	MICHAELS	2007	2022	STAPLES	2010	2025
	PHOENIX	1998	JOINT VENTURE	1.7	16,410	100.0	CHAPMAN BMW	2016	2031
	PHOENIX	1998	FEE	13.4	153,180	100.0	HOME DEPOT	2020	2050	JO-ANN FABRICS	2010	2025
	PHOENIX	1998	FEE	26.6	333,382	90.4	COSTCO	2006	2041	PHOENIX RANCH MARKET	2021	2041	RODEO	2006
	PHOENIX	1997	FEE	17.5	131,621	91.0	SAFEWAY	2009	2039	TRADER JOE'S	2014	2029
	GLENDALE (11)	2004	FEE	6.4	70,428	100.0	SAFEWAY	2016	2046
	SURPRISE (4)	2004	JOINT VENTURE	112.9	—	—
	TEMPE	2004	FEE	21.1	237,018	99.4	COSTCO	2009	2039	PETSMART	2011	2031	STAPLES	2008	2025
	TUCSON	2003	JOINT VENTURE	17.8	190,174	100.0	LOWE'S HOME CENTER	2019	2069
	TEMPE (11)	2004	FEE	24.0	228,000	98.0	TERRI'S CONSIGN & DESIGN	2011	2021	CIRCUIT CITY	2016	2036	JCPENNEY	2008	2028
CALIFORNIA
	ALHAMBRA	1998	FEE	18.4	195,455	100.0	COSTCO	2027	2057	COSTCO	2027	2057	JO-ANN FABRICS	2009	2019
	ANAHEIM	1995	FEE	1.0	15,396	100.0
	CARMICHAEL	1998	FEE	18.5	210,306	100.0	HOME DEPOT	2008	2022	SPORTS AUTHORITY	2009	2024	LONGS DRUG	2013	2033
	CHINO HILLS	2005	FEE	7.3	73,352	98.3	STATER BROTHERS	2022	2052
	CHULA VISTA	1998	FEE	34.3	356,335	100.0	COSTCO	2029	2079	WAL-MART	2025	2086	NAVCARE	2009
	COLMA (8)	2003	JOINT VENTURE	6.4	213,532	100.0	MARSHALLS	2007	2012	NORDSTROM'S RACK	2007	2017	BED BATH & BEYOND	2011	2026
	CORONA	1998	FEE	47.6	486,958	100.0	COSTCO	2007	2042	HOME DEPOT	2010	2029	LEVITZ	2009	2029
	COVINA (7)	2000	GROUND LEASE (2054)/ JOINT VENTURE	26.0	269,433	97.3	HOME DEPOT	2009	2034	STAPLES	2006	2011	PETSMART	2008	2028
	DALY CITY (3)	2002	FEE	25.6	529,841	100.0	HOME DEPOT	2026	2056	BURLINGTON COAT FACTORY	2012	2022	SAFEWAY	2009	2024
	EL CAJON	2003	JOINT VENTURE	12.3	123,343	100.0	KOHL'S	2024	2053	MICHAELS	2015	2035
	FOLSOM	2003	JOINT VENTURE	9.5	108,255	100.0	KOHL'S	2018	2048
	FREMONT (12) (3)	2005	JOINT VENTURE	44.4	495,979	96.1	SAFEWAY	2025	2050	BED BATH & BEYOND	2010	2025	MARSHALLS	2015	2030
	FRESNO (11)	2004	FEE	10.8	121,107	100.0	BED BATH & BEYOND	2010	2025	SPORTMART	2013	2023	ROSS DRESS FOR LESS	2011	2031
	LA MIRADA (3)	1998	FEE	31.2	260,092	99.3	TOYS "R" US	2012	2032	US POST OFFICE	2010	2020	MOVIES 7 DOLLAR THEATRE	2008	2018
	MONTEBELLO (7)	2000	JOINT VENTURE	25.4	251,489	100.0	SEARS	2012	2062	TOYS "R" US	2018	2043	AMC THEATRES	2012	2032
	MORGAN HILL	2003	JOINT VENTURE	8.1	103,362	100.0	HOME DEPOT	2024	2054
	NORTHRIDGE	2005	FEE	9.3	158,812	100.0	DSW SHOE WAREHOUSE	2016	2028	LINENS N THINGS	2013	2028	GELSON'S MARKET	2017	2027
	NOVATO (12)	2003	FEE	11.3	133,862	94.7	SAFEWAY	2025	2060	RITE AID	2008	2023	BIG LOTS	2010	2020
	OXNARD (7)	1998	JOINT VENTURE	14.4	171,580	100.0	TARGET	2008	2013	FOOD 4 LESS	2008		24 HOUR FITNESS CENTER	2010	2020
	PACIFICA (10)	2004	JOINT VENTURE	13.6	168,878	97.4	SAFEWAY	2018	2038	ROSS DRESS FOR LESS	2010	2020	RITE AID	2007
	REDWOOD CITY (11)	2004	FEE	6.4	49,429	100.0	ORCHARD SUPPLY HARDWARE	2009	2029
	ROSEVILLE (11)	2004	FEE	20.3	188,493	100.0	SPORTS AUTHORITY	2016	2031	LINENS N THINGS	2012	2027	ROSS DRESS FOR LESS	2008	2028
	SAN DIEGO	2005	FEE	8.3	122,005	95.4	STEIN MART	2013	2028	HOMEGOODS	2014	2033	OFFICE DEPOT	2013	2028
	SAN DIEGO (11)	2004	FEE	10.4	98,474	100.0	RITE AID	2018	2043	ROSS DRESS FOR LESS	2009	2024	PETCO	2009	2014
	SAN DIEGO (7)	2000	JOINT VENTURE	11.2	117,410	100.0	ALBERTSONS	2012		SPORTMART	2013
	SAN DIEGO (11)	2004	FEE	42.1	411,375	100.0	COSTCO	2014	2044	PRICE SELF STORAGE	2011		CHARLOTTE RUSSE	2009	2019
	SAN DIEGO (11)	2004	FEE	5.9	35,000	100.0	CLAIM JUMPER	2013	2023
	SAN LUIS OBISPO	2005	FEE	17.6	174,428	98.2	VON'S	2017	2042	MICHAELS	2008	2028	SAV-ON DRUG	2017	2047
	SAN RAMON (7) (3)	1999	JOINT VENTURE	5.3	41,913	100.0	PETCO	2012	2022
	SANTA ANA	1998	FEE	12.0	134,400	100.0	HOME DEPOT	2015	2035
	SANTA ROSA	2005	FEE	4.2	41,565	100.0	ACE HARDWARE	2009
	SANTEE	2003	JOINT VENTURE	44.5	311,437	96.6	24 HOUR FITNESS	2017		BED BATH & BEYOND	2012	2017	TJ MAXX	2012	2027
	SANTEE	1998	FEE	10.4	103,903	98.6	OFFICE DEPOT	2011	2021	ROSS DRESS FOR LESS	2009	2024	MICHAELS	2008	2018
	SIGNAL HILL (11)	2004	FEE	15.0	153,291	100.0	HOME DEPOT	2014	2034	PETSMART	2009	2024
	STOCKTON	1999	FEE	14.6	152,919	100.0	SUPER UNITED FURNITURE	2009	2019	OFFICE DEPOT	2006	2016	COSTCO	2008	2033
	TEMECULA (7)	1999	JOINT VENTURE	40.0	342,336	99.5	KMART	2017	2032	FOOD 4 LESS	2010	2030	TRISTONE THEATRES	2008	2018
	TEMECULA (11)	2004	FEE	47.4	345,113	100.0	WAL-MART	2028	2058	KOHL'S	2023	2043	ROSS DRESS FOR LESS	2014	2034
	TORRANCE (7)	2000	JOINT VENTURE	26.7	266,847	99.8	HL TORRANCE	2011	2021	LINENS N THINGS	2010	2020	MARSHALLS	2009	2019
	TUSTIN	2003	JOINT VENTURE	9.1	108,413	100.0	KMART	2018	2048
	TUSTIN (4)	2005	JOINT VENTURE	111.8	524,000	100.0	TARGET	2015	2040	WHOLE FOODS	2010	2030	TJ MAXX	2010	2020
COLORADO
	AURORA (3)	1998	FEE	13.8	154,485	91.7	TJ MAXX	2007	2012	SPACE AGE FEDERAL	2008
	AURORA	1998	FEE	9.9	44,174	87.9
	AURORA	1998	FEE	13.9	152,981	82.4	ALBERTSONS	2007	2052	CROWN LIQUORS	2015		KEY BANK	2007	2032
	COLORADO SPRINGS	1998	FEE	10.7	107,310	18.6
	DENVER	1998	FEE	1.5	18,405	100.0	SAVE-A-LOT	2012	2027
	ENGLEWOOD	1998	FEE	6.5	80,330	92.6	HOBBY LOBBY	2013	2023	OLD COUNTRY BUFFET	2009	2019
	FORT COLLINS	2000	FEE	10.6	105,862	100.0	KOHL'S	2020	2070
	GREENWOOD VILLAGE	2003	JOINT VENTURE	21.0	196,726	100.0	HOME DEPOT	2019	2069
	GREELEY (12)	2005	JOINT VENTURE	14.4	138,818	92.5	BED BATH & BEYOND	2016	2036	MICHAELS	2015	2035	CIRCUIT CITY	2016	2031
	LAKEWOOD	1998	FEE	7.6	82,581	95.2	SAFEWAY	2007	2032
CONNECTICUT
	BRANFORD (7)	2000	JOINT VENTURE	19.1	191,352	98.4	KOHL'S	2007	2022	SUPER FOODMART	2016	2038
	DERBY	2001	JOINT VENTURE	20.7	53,346	100.0	MARSHALLS	2006	FASHION BUG	2006
	ENFIELD (7) (3)	2000	JOINT VENTURE	15.0	136,470	100.0	KOHL'S	2021	2041	BEST BUY	2016	2031
	FARMINGTON	1998	FEE	16.9	184,572	100.0	SPORTS AUTHORITY	2018	2063	LINENS N THINGS	2016	2036	BORDERS BOOKS	2018	2063
	HAMDEN (3)	1967	JOINT VENTURE	31.7	341,502	100.0	WAL-MART	2019	2039	BON-TON	2012		BOB'S STORES	2016	2036
	NORTH HAVEN	1998	FEE	31.7	331,919	96.0	HOME DEPOT	2009	2029	BJ'S	2006	2041	XPECT DISCOUNT	2008	2013
	WATERBURY	1993	FEE	13.1	137,943	100.0	RAYMOUR & FLANIGAN FURNITURE	2017	2037	STOP & SHOP	2013	2043
DELAWARE
	ELSMERE	1979	GROUND LEASE (2076)	17.1	114,530	100.0	VALUE CITY	2008	2038
	DOVER (5)	1999	JOINT VENTURE	89.0	—	—
	DOVER (3)	2003	FEE	6.7	6,000	100.0
	MILFORD (8)	2004	JOINT VENTURE	7.8	61,100	86.4	FOOD LION	2014	2034
	WILMINGTON (10)	2004	GROUND LEASE (2052)/ JOINT VENTURE	25.9	165,805	100.0	SHOPRITE	2014	2044	SPORTS AUTHORITY	2008	2023	RAYMOUR FURNITURE	2019	2044

26

		YEAR DEVELOPED OR ACQUIRED	OWNERSHIP INTEREST/ (EXPIRATION) (2)	LAND AREA (ACRES)	LEASABLE AREA (SQ. FT.)		MAJOR LEASES
						PERCENT
						LEASED		LEASE	OPTION		LEASE	OPTION		LEASE	OPTION
	LOCATION					(1)	TENANT NAME	EXPIRATION	EXPIRATION	TENANT NAME	EXPIRATION	EXPIRATION	TENANT NAME	EXPIRATION	EXPIRATION
FLORIDA
	ALTAMONTE SPRINGS	1995	FEE	5.6	94,193	100.0	ORIENTAL MARKET	2012	2022	THOMASVILLE HOME	2011	2021	PEARL ARTS N CRAFTS	2008	2018
	ALTAMONTE SPRINGS	1998	JOINT VENTURE	19.4	271,101	95.6	BAER'S FURNITURE	2024	2034	TOUCHSTAR CINEMAS	2010		LEATHER GALLERIES	2009	2014
	BOCA RATON	1967	FEE	9.9	73,549	100.0	WINN DIXIE	2008	2033
	BOYNTON BEACH (7)	1999	FEE	18.0	197,362	99.0	BEALLS	2006	2056	ALBERTSONS	2015	2040
	BRADENTON	1968	JOINT VENTURE	6.2	30,938	100.0	GRAND CHINA BUFFET	2009	2014
	BRADENTON	1998	FEE	19.6	162,997	99.5	PUBLIX	2012	2032	TJ MAXX	2009	2019	JO-ANN FABRICS	2009	2024
	BRANDON (7)	2001	FEE	29.7	143,785	100.0	BED BATH & BEYOND	2010	2020	ROSS DRESS FOR LESS	2010	2025	THOMASVILLE HOME	2010	2020
	CLEARWATER	1997	JOINT VENTURE	20.6	75,552	100.0	FREEDOM FORD	2007	2017
	CLEARWATER	2005	FEE	20.7	207,071	100.0	HOME DEPOT	2023	2068	JO-ANN FABRICS	2014	2034	STAPLES	2014	2034
	CORAL SPRINGS	1994	FEE	5.9	55,597	100.0	LINENS N THINGS	2012	2027
	CORAL SPRINGS	1997	FEE	9.8	86,342	100.0	TJ MAXX	2007	2017	RAG SHOP	2006	2026	BLOCKBUSTER	2006	2016
	CORAL WAY	1992	JOINT VENTURE	8.7	87,305	100.0	WINN DIXIE	2011	2036
	CUTLER RIDGE	1998	JOINT VENTURE	6.6	37,640	100.0	POTAMKIN CHEVROLET	2015	2050
	EAST ORLANDO	1971	GROUND LEASE (2068)	11.6	131,981	100.0	SPORTS AUTHORITY	2010	2020	OFFICE DEPOT	2010	2025	C-TOWN	2013	2028
	FORT LAUDERDALE (11)	2004	FEE	22.9	229,034	93.2	REGAL CINEMAS	2017	2057	OFFICE DEPOT	2011	2026
	HIALEAH	1998	JOINT VENTURE	4.6	23,625	100.0	POTAMKIN CHEVROLET	2015	2050
	HOLLYWOOD	2002	JOINT VENTURE	5.0	50,000	100.0	HOME GOODS	2010		MICHAELS	2010	2030
	HOLLYWOOD (11)	2004	FEE	98.9	871,723	100.0	HOME DEPOT	2019	2069	KMART	2019	2069	BJ'S	2019	2069
	HOLLYWOOD (11)	2004	FEE	10.5	137,196	90.4	MANTECH ADVANCED SYSTEMS	2008	2013	TRADER PUBLISHING COMPANY	2007		KOS PHARMACEUTICALS	2007
	HOMESTEAD	1972	GROUND LEASE (2018)/JOINT VENTURE	21.0	207,714	100.0	PUBLIX	2014	2034	MARSHALLS	2011	2026	OFFICEMAX	2013	2028
	JACKSONVILLE	2002	JOINT VENTURE	5.1	51,002	100.0	MICHAELS	2013	2033	HOME GOODS	2010	2020
	JACKSONVILLE	1999	FEE	18.6	205,696	97.7	BURLINGTON COAT FACTORY	2008	2018	OFFICEMAX	2012	2032	TJ MAXX	2007	2017
	JACKSONVILLE (4)	2005	JOINT VENTURE	29.1	68,000	100.0	MICHAELS	2015	2035	OFFICEMAX	2018	2033
	JACKSONVILLE (4)	2003	JOINT VENTURE	86.0	4,000	100.0
	JACKSONVILLE (4)	2005	JOINT VENTURE	95.5	45,000	100.0	HAVERTY'S	2013	2023
	JENSEN BEACH (9)	2002	JOINT VENTURE	19.8	197,731	99.3	HOME DEPOT	2025	2030	PETSMART	2009	2029	RAG SHOP	2006	2020
	JENSEN BEACH	1994	FEE	20.7	173,356	94.6	SERVICE MERCHANDISE	2010	2070	MARSHALLS	2010	2020	BEALLS	2008	2013
	KEY LARGO (7)	2000	JOINT VENTURE	21.5	207,332	97.1	KMART	2014	2064	PUBLIX	2009	2029	BEALLS OUTLET	2008	2011
	KISSIMMEE	1996	FEE	18.4	130,983	69.4	OFFICEMAX	2012	2027	JO-ANN FABRICS	2006		DOCKSIDE IMPORT	2006
	LAKELAND	1990	JOINT VENTURE	10.5	104,862	83.3	SPORTS AUTHORITY	2011		LAKELAND THEATRE	2010		CHUCK E. CHEESE	2013
	LAKELAND	2001	FEE	22.9	229,383	96.5	STEIN MART	2006	2026	AMC THEATRES	2007	2017	ROSS DRESS FOR LESS	2007	2012
	LARGO	1968	FEE	12.0	149,472	100.0	WAL-MART	2007	2027	SUNSHINE THRIFT STORE	2010	2020
	LARGO	1992	FEE	29.4	215,916	98.8	PUBLIX	2009	2029	AMC THEATRES	2011	2036	OFFICE DEPOT	2009	2019
	LARGO	1993	FEE	6.6	56,668	66.5
	LAUDERDALE LAKES	1968	JOINT VENTURE	10.0	115,341	100.0	SAVE-A-LOT	2007	2017	THINK THRIFT	2007	2017
	LAUDERHILL	1978	FEE	17.8	181,416	94.7	BABIES R US	2009	2014	SMART & FINAL	2017		WORLD JEWELRY CENTER II	2014	2024
	LEESBURG	1969	GROUND LEASE (2017)	1.3	13,468	100.0
	MARGATE	1993	FEE	34.1	260,729	93.9	PUBLIX	2008	2028	OFFICE DEPOT	2010	2020	SAM ASH MUSIC	2011
	MELBOURNE	1968	GROUND LEASE (2071)	11.5	168,737	91.1	SUBMITTORDER	2010	2022	WALGREENS	2045		GOODWILL INDUSTRIES	2007	2012
	MELBOURNE	1998	FEE	13.2	148,660	73.3	JO-ANN FABRICS	2016	2031	BED BATH & BEYOND	2013	2028	MARSHALLS	2010
	MIAMI	1968	FEE	8.2	104,908	100.0	HOME DEPOT	2029	2059	MILAM'S MARKET	2008		WALGREENS	2009
	MIAMI	1962	JOINT VENTURE	14.0	79,273	100.0	BABIES R US	2011	2021	FIRESTONE TIRE	2008
	MIAMI	1986	FEE	7.8	83,380	100.0	PUBLIX	2009	2029	WALGREENS	2018
	MIAMI	1998	JOINT VENTURE	6.3	29,166	100.0	LEHMAN TOYOTA	2015	2050
	MIAMI	1998	JOINT VENTURE	3.2	17,117	100.0	LEHMAN TOYOTA	2015	2050
	MIAMI	1998	JOINT VENTURE	11.0	86,900	100.0	POTAMKIN CHEVROLET	2015	2050
	MIAMI (11)	2004	FEE	31.2	402,801	100.0	KMART	2012	2042	EL DORADO FURNITURE	2017	2032	SYMS CORPORATION	2011	2041
	MIAMI	1995	FEE	5.4	63,604	100.0	PETCO	2016	2021	PARTY CITY	2007	2017
	MIDDLEBURG (4)	2005	JOINT VENTURE	38.1	2,000	100.0
	MIRAMAR (4)	2005	JOINT VENTURE	36.7	—	—
	MOUNT DORA	1997	FEE	12.4	120,430	100.0	KMART	2013	2063
	NORTH MIAMI BEACH	1985	FEE	15.9	108,795	100.0	PUBLIX	2019	2039	WALGREENS	2058
	OCALA (3)	1997	FEE	27.2	248,497	91.5	KMART	2006	2021	BEST BUY	2019	2034	SERVICE MERCHANDISE	2007	2032
	ORANGE PARK	2003	JOINT VENTURE	5.0	50,299	100.0	BED BATH & BEYOND	2015		MICHAELS	2010
	ORLANDO	1968	FEE	12.0	131,646	99.1	BED BATH & BEYOND	2007	2022	BOOKS-A-MILLION	2006	2016	OFFICEMAX	2008	2023
	ORLANDO (7)	2000	JOINT VENTURE	18.0	179,065	100.0	KMART	2014	2064	PUBLIX	2012	2037
	ORLANDO	1968	JOINT VENTURE	10.0	114,434	95.2	BALLY TOTAL FITNESS	2008	2018	HSN	2009		BEDDING & FURNITURE	2009
	ORLANDO	1968	GROUND LEASE (2047)/JOINT VENTURE	7.8	110,788	98.7	OFFICE FURNITURE	2008		CROSSTOWN SPORTS	2006
	ORLANDO (3)	1994	FEE	28.0	236,486	97.3	OLD TIME POTTERY	2010	2020	SPORTS AUTHORITY	2011	2031	TOUCHSTAR CINEMAS	2010
	ORLANDO	1996	FEE	11.7	132,856	100.0	ROSS DRESS FOR LESS	2008	2028	BIG LOTS	2009	2014	WORLD GYM	2010	2020
	ORLANDO (11)	2004	FEE	14.0	154,447	81.8	MARSHALLS	2013	2028	OFF BROADWAY SHOES	2013	2023	GOLFSMITH GOLF CENTER	2014	2024
	PALATKA	1970	FEE	8.9	82,730	61.3	BIG LOTS	2007	2017
	PLANTATION	1974	JOINT VENTURE	4.6	60,414	100.0	BREAD OF LIFE	2009	2019	WHOLE FOODS	2009	2019
	POMPANO BEACH	1968	JOINT VENTURE	6.6	66,838	93.1	SAVE-A-LOT	2015	2030
	POMPANO BEACH (12)	2004	JOINT VENTURE	18.6	140,312	92.0	WINN DIXIE	2018	2043	CVS	2020	2040
	PORT RICHEY (7) (3)	1998	FEE	14.3	103,294	86.4	CIRCUIT CITY	2011	2031	STAPLES	2006	2011	MICHAELS	2006
	RIVIERA BEACH	1968	JOINT VENTURE	5.1	46,390	97.7	FURNITURE KINGDOM	2009	2014	GOODWILL INDUSTRIES	2008
	SANFORD	1989	FEE	40.9	160,994	92.3	ROSS DRESS FOR LESS	2012	2032	OFFICE DEPOT	2009	2019	DOLLAR TREE	2006	2021
	SARASOTA	1970	FEE	10.0	102,455	100.0	TJ MAXX	2007	2017	OFFICEMAX	2009	2024	DOLLAR TREE	2012	2032
	SARASOTA	1989	FEE	12.0	129,700	100.0	SWEETBAY	2020	2040	DG ACE HARDWARE	2008	2023	ANTHONY'S LADIES WEAR	2007	2017
	ST. AUGUSTINE	2005	JOINT VENTURE	1.5	62,942	100.0	ROWE'S SUPERMARKET	2025	2045
	ST. PETERSBURG	1968	GROUND LEASE (2084)/JOINT VENTURE	9.0	118,979	86.6	KASH N' KARRY	2017	2037	TJ MAXX	2007	2012	DOLLAR TREE	2007	2022
	TALLAHASSEE	1998	FEE	12.8	105,655	80.7	STEIN MART	2008		SHOE STATION	2007	2012
	TAMPA (7)	2001	JOINT VENTURE	73.0	340,506	100.0	BEST BUY	2016	2031	JO-ANN FABRICS	2016	2031	BED BATH & BEYOND	2015	2030
	TAMPA	1997	FEE	16.3	127,837	100.0	STAPLES	2008	2018	ROSS DRESS FOR LESS	2007	2022	US POST OFFICE	2011	2021
	TAMPA	2004	FEE	7.5	75,297	100.0	AMERICAN SIGNATURE HOME	2019	2044	DSW SHOE WAREHOUSE	2018	2033
	TAMPA (3)	2004	FEE	22.4	168,210	100.0
	WEST PALM BEACH	1967	JOINT VENTURE	7.6	81,073	100.0	WINN DIXIE	2010	2030
	WEST PALM BEACH	1995	FEE	7.9	80,845	91.3	BABIES R US	2011	2021
	WEST PALM BEACH (11)	2004	FEE	33.0	357,537	96.3	KMART	2018	2068	WINN DIXIE	2019	2049	LINENS N THINGS	2010	2025
	WINTER HAVEN	1973	JOINT VENTURE	13.9	95,188	100.0	BIG LOTS	2010	2020	JO-ANN FABRICS	2011	2016	BUDDY'S HOME FURNISHINGS	2015	2025
GEORGIA
	AUGUSTA	1995	FEE	11.3	112,537	89.2	TJ MAXX	2010	2015	ROSS DRESS FOR LESS	2013	2033	RUGGED WEARHOUSE	2008	2018
	AUGUSTA (7)	2001	JOINT VENTURE	52.6	530,915	91.7	SPORTS AUTHORITY	2012	2027	ASHLEY HOME STORE	2009	2019	BED BATH & BEYOND	2013	2028
	MACON	1969	FEE	12.3	127,252	51.8	FREDS STORES	2009	2014	DOLLAR TREE	2011	2026	SMALL SMILES	2009	2019
	SAVANNAH	1993	FEE	22.2	187,076	99.5	BED BATH & BEYOND	2013	2028	TJ MAXX	2010	2015	MARSHALLS	2007	2022
	SAVANNAH	1995	GROUND LEASE (2045)	9.5	88,325	100.0	MEDIA PLAY	2011	2021	STAPLES	2015	2030	WEST MARINE	2006	2009
	SNELLVILLE (7)	2001	JOINT VENTURE	35.6	311,033	97.1	KOHL'S	2022	2062	BELK	2015	2035	LINENS N THINGS	2015	2030
	VALDOSTA	2004	JOINT VENTURE	17.5	175,396	100.0	LOWE'S HOME CENTER	2019	2069
IDAHO
	NAMPA (4)	2005	JOINT VENTURE	35.0	—	—
	NAMPA (4)	2005	FEE	54.5	—	—

27

		YEAR DEVELOPED OR ACQUIRED	OWNERSHIP INTEREST/ (EXPIRATION) (2)	LAND AREA (ACRES)	LEASABLE AREA (SQ. FT.)		MAJOR LEASES
						PERCENT
						LEASED		LEASE	OPTION		LEASE	OPTION		LEASE	OPTION
	LOCATION					(1)	TENANT NAME	EXPIRATION	EXPIRATION	TENANT NAME	EXPIRATION	EXPIRATION	TENANT NAME	EXPIRATION	EXPIRATION
ILLINOIS
	ALTON	1986	FEE	21.2	159,824	82.1	VALUE CITY	2008	2023
	ARLINGTON HEIGHTS	1998	FEE	7.0	80,040	100.0	DIRECTUS FURNITURE	2010	2015
	AURORA (13)	2005	JOINT VENTURE	34.7	361,984	74.7	BEST BUY	2011	2026	VALUE CITY	2009	2019	SPORTMART	2006	2016
	AURORA	1998	FEE	17.9	91,182	100.0	AURORA FRESH MARKET	2021	2041
	BATAVIA (7)	2002	FEE	31.7	272,410	100.0	KOHL'S	2019	2049	HOBBY LOBBY	2009	2019	LINENS N THINGS	2014	2029
	BELLEVILLE	1987	GROUND LEASE (2057)	20.3	81,490	100.0	KMART	2024	2054
	BLOOMINGTON	1972	FEE	16.1	188,250	100.0	SCHNUCK MARKETS	2014	2029	TOYS "R" US	2015	2045	BARNES & NOBLE	2010	2015
	BLOOMINGTON	2003	JOINT VENTURE	11.0	73,951	100.0	JEWEL-OSCO	2014	2039
	BRADLEY	1996	FEE	5.4	80,535	100.0	CARSON PIRIE SCOTT	2014	2034
	CALUMET CITY (3)	1997	FEE	17.0	159,634	96.8	MARSHALLS	2014	2029	BEST BUY	2012	2032	BED BATH & BEYOND	2014	2024
	CARBONDALE	1997	GROUND LEASE (2052)	8.1	80,535	100.0	K'S MERCHANDISE	2012	2052
	CHAMPAIGN (7)	2001	JOINT VENTURE	9.3	111,720	100.0	BEST BUY	2016	2031	DICK'S SPORTING GOODS	2016	2031	MICHAELS	2010	2025
	CHAMPAIGN	1999	FEE	9.0	102,615	100.0	K'S MERCHANDISE	2014	2034
	CHICAGO	1997	GROUND LEASE (2040)	17.5	102,011	100.0	BURLINGTON COAT FACTORY	2020	2035	RAINBOW	2011	2021	BEAUTY ONE	2010	2015
	CHICAGO (6)	1997	FEE	6.0	86,894	100.0	KMART	2024	2054
	COUNTRYSIDE	1997	GROUND LEASE (2053)	27.7	117,005	100.0	HOME DEPOT	2023	2053
	CRESTWOOD	1997	GROUND LEASE (2051)	36.8	79,903	100.0	SEARS	2024	2051
	CRYSTAL LAKE	1998	FEE	6.1	80,390	100.0	HOBBY LOBBY	2009	2019	DINOREX	2012	2022
	DOWNERS GROVE	1998	GROUND LEASE (2041)	7.2	192,639	51.9	HOME DEPOT EXPO	2022	2062
	DOWNERS GROVE	1999	FEE	24.8	144,770	97.2	DOMINICK'S	2009	2019	DOLLAR TREE	2008	2023	WALGREENS	2022
	DOWNERS GROVE	1997	FEE	12.0	141,906	100.0	TJ MAXX	2009	2024	BEST BUY	2015	2030	BEST BUY	2012	2032
	ELGIN	1972	FEE	18.7	186,432	100.0	ELGIN MALL	2013	2023	ELGIN FARMERS PRODUCTS	2010	2030	AARON SALES & LEASE	2012	2022
	FAIRVIEW HEIGHTS	1986	GROUND LEASE (2050)	19.1	192,073	100.0	KMART	2024	2050	OFFICEMAX	2015	2025	WALGREENS	2010	2029
	FOREST PARK	1997	GROUND LEASE (2021)	9.3	98,371	100.0	KMART	2021
	GENEVA (3)	1996	FEE	8.2	110,188	100.0	GANDER MOUNTAIN	2013	2028
	MATTESON	1997	FEE	17.0	157,885	100.0	SPORTMART	2014	2029	MARSHALLS	2010	2025	LINENS N THINGS	2014	2029
	MOUNT PROSPECT	1997	FEE	16.8	192,547	100.0	KOHL'S	2024	2054	HOBBY LOBBY	2016	2026	POOL-A-RAMA	2011	2018
	MUNDELIEN	1991	FEE	7.6	89,692	100.0	BURLINGTON COAT FACTORY	2018	2033
	NAPERVILLE	1997	FEE	9.0	102,327	100.0	BURLINGTON COAT FACTORY	2013	2033
	NORRIDGE	1997	GROUND LEASE (2042)	11.7	116,914	100.0	KMART	2024	2042
	OAK LAWN	1997	FEE	15.4	165,337	96.5	KMART	2024	2054	CHUCK E CHEESE	2007
	OAKBROOK TERRACE	1983	FEE	1.1	11,360	100.0	Pompei Bakery	2011	2021
	OAKBROOK TERRACE	1997	FEE	15.6	164,903	100.0	HOME DEPOT	2024	2044	LINENS N THINGS	2017	2032	LOYOLA MEDICAL CENTER	2011	2016
	ORLAND PARK	1980	FEE	18.8	131,546	100.0	VALUE CITY	2015	2030
	OTTAWA	1970	FEE	9.0	60,000	100.0	VALUE CITY	2006	2011
	PEORIA	1997	GROUND LEASE (2031)	20.5	156,067	100.0	KMART	2006		MARSHALLS	2009	2024
	ROCKFORD (8)	2005	JOINT VENTURE	8.9	89,047	100.0	BEST BUY	2016	2031	LINENS N THINGS	2016	2031
	ROLLING MEADOWS	2003	FEE	3.7	37,225	100.0	FAIR LANES ROLLING MEADOWS	2008	2013
	SCHAUMBURG	2003	JOINT VENTURE	62.9	629,374	93.2	GALYAN'S TRADING COMPANY	2013	2038	CARSON PIRIE SCOTT	2021	2071	LOEWS THEATRES	2019	2039
	SCHAUMBURG	1998	JOINT VENTURE	7.3	167,690	—
	SKOKIE	1997	FEE	5.8	58,455	100.0	MARSHALLS	2010	2025	OLD NAVY	2010	2015
	STREAMWOOD	1999	FEE	5.6	81,000	100.0	VALUE CITY	2015	2030
	WAUKEGAN	1998	FEE	6.8	90,555	100.0	PICK N SAVE	2009	2029
	WOODRIDGE	1998	FEE	13.1	161,272	98.6	HOLLYWOOD STARDUST THEATRES	2012	2022	KOHL'S	2010	2030	MCSPORTS	2006
INDIANA
	EVANSVILLE	1986	FEE	14.2	192,933	69.0	BURLINGTON COAT FACTORY	2007	2027	OFFICEMAX	2012	2027	FAMOUS FOOTWEAR	2010	2025
	EVANSVILLE	1986	FEE	11.5	149,182	4.4
	FELBRAM	1970	FEE	4.1	27,400	91.2	SAVE-A-LOT	2011	2016
	GREENWOOD	1970	FEE	25.7	168,577	100.0	BABY SUPERSTORE	2011	2021	TOYS "R" US	2011	2056	TJ MAXX	2010	2015
	GRIFFITH	1997	GROUND LEASE (2054)	10.6	114,684	100.0	KMART	2024	2054
	INDIANAPOLIS	1963	JOINT VENTURE	17.4	165,220	99.3	KROGER	2026	2066	AJ WRIGHT	2012	2027	CVS	2021	2031
	INDIANAPOLIS	1986	FEE	20.6	185,589	97.2	TARGET	2009	2029	DOLLAR TREE	2009	2014	RAINBOW	2009	2019
	LAFAYETTE	1971	FEE	12.4	90,500	98.2	MENARD	2006
	LAFAYETTE	1997	FEE	24.3	235,998	85.6	JO-ANN FABRICS	2010	2020	SMITH OFFICE EQUIPMENT	2008
	LAFAYETTE	1998	FEE	43.2	214,876	89.5	PETSMART	2012	2032	STAPLES	2011	2026	MICHAELS	2006	2026
	MISHAWAKA	1998	FEE	7.5	82,100	100.0	K'S MERCHANDISE	2013	2023
	SOUTH BEND (3)	1997	JOINT VENTURE	12.1	121,122	100.0	BED BATH & BEYOND	2015	2040	DSW SHOE WAREHOUSE	2020	2035	PETSMART	2015	2030
	SOUTH BEND	1999	FEE	1.8	81,668	100.0	MENARD	2010	2030
IOWA
	CLIVE	1996	FEE	8.8	90,000	100.0	KMART	2021	2051
	DAVENPORT	1997	GROUND LEASE (2028)	9.1	91,035	100.0	KMART	2024	2028
	DES MOINES	1999	FEE	23.0	156,506	66.0	BEST BUY	2008	2023	OFFICEMAX	2008	2018	JO-ANN FABRICS	2007	2017
	DUBUQUE	1997	GROUND LEASE (2019)	6.5	82,979	100.0	SHOPKO	2018	2019
	SOUTHEAST DES MOINES	1996	FEE	9.6	111,847	100.0	HOME DEPOT	2020	2065
	WATERLOO	1996	FEE	9.0	104,074	100.0	HOBBY LOBBY	2014	2024	TJ MAXX	2014	2024	SHOE CARNIVAL	2015	2025
KANSAS
	OVERLAND PARK	1980	FEE	14.5	120,164	100.0	HOME DEPOT	2010	2050
	WICHITA (7)	1998	FEE	13.5	133,771	100.0	BEST BUY	2010	2025	TJ MAXX	2010	2020	MICHAELS	2010	2025
	EAST WICHITA (7)	1996	FEE	6.5	96,011	100.0	DICK'S SPORTING GOODS	2018	2033	GORDMANS	2012	2032
	WEST WICHITA (7)	1996	FEE	8.1	96,319	100.0	SHOPKO	2018	2038
KENTUCKY
	BELLEVUE	1976	FEE	6.0	53,695	100.0	KROGER	2010	2035
	FLORENCE (10)	2004	FEE	8.2	99,578	97.8	DICK'S SPORTING GOODS	2018	2033	LINENS N THINGS	2018	2033	MCSWAIN CARPETS	2012	2017
	LEXINGTON	1993	FEE	35.8	258,713	99.4	BEST BUY	2009	2024	BED BATH & BEYOND	2013	2038	TOYS "R" US	2013	2038
	HINKLEVILLE	1998	GROUND LEASE (2039)	2.0	85,229	100.0	K'S MERCHANDISE	2014	2039
LOUISIANA
	NEW ORLEANS	1983	JOINT VENTURE	7.0	190,000	100.0	DILLARDS	2011	2031
	BATON ROUGE	1997	FEE	18.6	349,907	96.7	BURLINGTON COAT FACTORY	2009	2024	STEIN MART	2011	2016	MARSHALLS	2011	2016
	BATON ROUGE	2005	JOINT VENTURE	9.4	67,755	91.7	WAL-MART	2024	2034
	HOUMA	1999	FEE	10.1	98,586	94.9	OLD NAVY	2009	2014	OFFICEMAX	2013	2028	MICHAELS	2009	2019
	HARVEY (8)	2003	JOINT VENTURE	17.4	181,660	97.8	BEST BUY	2017	2032	LINENS N THINGS	2012	2032	BARNES & NOBLE	2012	2022
	LAFAYETTE	1997	FEE	21.9	244,733	89.0	STEIN MART	2010	2020	LINENS N THINGS	2009	2024	TJ MAXX	2009	2019
MAINE
	BANGOR	2001	FEE	8.6	86,422	100.0	BURLINGTON COAT FACTORY	2007	2032
MARYLAND
	BALTIMORE	2003	FEE	4.2	44,170	75.1
	BALTIMORE (8)	2004	JOINT VENTURE	18.4	152,834	97.4	KMART	2010	2055	SALVO AUTO PARTS	2009	2019
	BALTIMORE (8)	2005	JOINT VENTURE	10.6	112,722	100.0	SAFEWAY	2016	2046	RITE AID	2011	2026	FOOT LOCKER	2007
	BALTIMORE (13)	2005	JOINT VENTURE	5.8	49,629	100.0	CORT FURNITURE RENTAL	2012	2022
	BALTIMORE (8)	2004	FEE	7.3	77,287	100.0	SUPER FRESH	2021	2061
	BALTIMORE (10) (3)	2004	JOINT VENTURE	7.4	77,365	98.9	GIANT FOOD	2016	2031
	BALTIMORE (12)	2004	JOINT VENTURE	7.5	90,903	98.7	GIANT FOOD	2026	2051
	BALTIMORE (8)	2005	JOINT VENTURE	8.8	90,830	100.0	GIANT FOOD	2011	2041

28

		YEAR DEVELOPED OR ACQUIRED	OWNERSHIP INTEREST/ (EXPIRATION) (2)	LAND AREA (ACRES)	LEASABLE AREA (SQ. FT.)		MAJOR LEASES
						PERCENT
						LEASED		LEASE	OPTION		LEASE	OPTION		LEASE	OPTION
	LOCATION					(1)	TENANT NAME	EXPIRATION	EXPIRATION	TENANT NAME	EXPIRATION	EXPIRATION	TENANT NAME	EXPIRATION	EXPIRATION
	BALTIMORE (5)	2003	FEE	3.0	—	—
	BEL AIR (12) (3)	2004	FEE	19.7	115,927	100.0	SAFEWAY	2030	2060	CVS	2021	2041
	BEL AIR	2003	FEE	2.7	26,900	94.1
	CLINTON	2003	FEE	0.3	2,544	100.0
	CLINTON	2003	GROUND LEASE (2069)	2.6	26,412	100.0	FAIR LANES CLINTON	2006
	COLUMBIA	2002	JOINT VENTURE	5.0	50,000	100.0	MICHAELS	2013		HOME GOODS	2011
	COLUMBIA (8)	2002	JOINT VENTURE	7.6	73,299	100.0	OLD NAVY	2008	2013
	COLUMBIA (8)	2002	JOINT VENTURE	15.5	86,456	100.0	GIANT FOOD	2009	2019
	COLUMBIA	2005	FEE	16.3	100,521	100.0	GIANT FOOD	2012	2022
	COLUMBIA (8) (3)	2002	JOINT VENTURE	12.2	86,032	95.6	SAFEWAY	2006
	COLUMBIA (8)	2002	JOINT VENTURE	12.3	91,165	100.0	SAFEWAY	2018	2043
	COLUMBIA	2002	FEE	7.3	55,791	100.0	GIANT FOOD	2007
	COLUMBIA	2002	FEE	2.5	23,835	100.0	DAVID'S NATURAL MARKET	2014	2019
	COLUMBIA (8)	2002	JOINT VENTURE	15.2	105,907	100.0	GIANT FOOD	2017	2027
	COLUMBIA (12)	2005	JOINT VENTURE	0.7	6,780	100.0
	EASTON (10)	2004	JOINT VENTURE	11.1	113,330	100.0	GIANT FOOD	2024	2054	FASHION BUG	2007	2012
	ELLICOTT CITY (10)	2004	JOINT VENTURE	31.8	139,898	100.0	SAFEWAY	2012	2042	PETCO	2011	2021
	FREDRICK COUNTY (3)	2003	FEE	6.4	64,105	100.0	GIANT FOOD	2025	2055
	GAITHERSBURG	1989	FEE	8.7	88,277	100.0	GREAT BEGINNINGS FURNITURE	2011	2021	FURNITURE 4 LESS	2010
	GLEN BURNIE (12)	2004	JOINT VENTURE	21.9	249,746	100.0	LOWE'S HOME CENTER	2019	2059	GIANT FOOD	2015	2025
	GLEN BURNIE (8)	2004	JOINT VENTURE	4.5	75,257	92.5	SEVERN GRAPHICS	2015	2020
	HAGERSTOWN (3)	1973	FEE	10.5	117,718	61.8	SUPER SHOE	2011	2016	ADVANCE AUTO PARTS	2006	2011
	HUNT VALLEY (3)	2003	FEE	9.1	94,653	95.4	GIANT FOOD	2013	2033
	LANDOVER	1993	FEE	23.3	232,903	100.0	RAYTHEON	2007	2010
	LAUREL	1964	FEE	8.1	75,924	100.0	VILLAGE THRIFT STORE	2007		DOLLAR TREE	2010	2015	OLD COUNTRY BUFFET	2009	2019
	LAUREL	1972	FEE	10.0	81,550	100.0	ROOMSTORE	2009	2014
	LINTHICUM	2003	FEE	0.6	7,872	100.0
	LUTHERVILLE (8)	2004	GROUND LEASE (2066)	12.9	163,709	100.0	METRO FOOD	2018	2038	CIRCUIT CITY	2010	2030	LOEHMANN'S	2006	2015
	LUTHERVILLE (8)	2004	JOINT VENTURE	1.2	12,333	86.7
	NORTH EAST (8)	2004	JOINT VENTURE	17.5	83,690	95.8	FOOD LION	2018	2038
	OWINGS MILLS (12)	2004	JOINT VENTURE	11.0	116,303	97.2	GIANT FOOD	2020	2045	MERRITT ATHLETIC CLUB	2010	2015
	PASADENA	2003	GROUND LEASE (2030)	3.0	38,727	100.0
	PERRY HALL (3)	2003	FEE	15.7	177,307	71.1	BRUNSWICK (LEISERV) BOWLING	2010		RITE AID	2010	2035	DOLLAR EXPRESS	2010	2020
	PERRY HALL (10)	2004	JOINT VENTURE	8.2	65,059	100.0	SUPER FRESH	2022	2062
	TIMONIUM (8)	2004	JOINT VENTURE	6.0	59,799	97.0	AMERICAN RADIOLOGY	2012	2027
	TIMONIUM (3)	2003	FEE	17.2	127,097	98.0	STAPLES	2020	2045
	TOWSON (10)	2004	JOINT VENTURE	8.7	84,280	100.0	LINENS N THINGS	2015	2025	COMPUSA	2014	2029	TWEETER ENTERTAINMENT	2014	2024
	TOWSON (12)	2004	JOINT VENTURE	43.1	669,926	100.0	WAL-MART	2020	2105	TARGET	2009	2049	SUPER FRESH	2019	2049
	WALDORF	2003	FEE	2.6	26,128	100.0	FAIR LANES WALDORF	2007	2017
	WALDORF	2003	FEE	0.5	4,500	100.0
	WOODSTOCK (8)	2004	JOINT VENTURE	13.9	103,547	100.0	WEIS MARKETS	2021	2041
MASSACHUSETTS
	FOXBOROUGH (7)	2000	JOINT VENTURE	11.9	118,844	90.3	STOP & SHOP	2012	2022	OCEAN STATE JOB LOT	2007	2022
	GREAT BARRINGTON	1994	FEE	14.1	131,235	100.0	KMART	2006	2016	PRICE CHOPPER	2016	2036
	HYANNIS (10)	2004	JOINT VENTURE	22.6	225,634	100.0	SHAW'S SUPERMARKET	2018	2028	TOYS "R" US	2019	2029	HOME GOODS	2010	2020
	MARLBOROUGH	2004	JOINT VENTURE	16.1	104,125	100.0	BEST BUY	2019	2034	DSW SHOE WAREHOUSE	2014	2034	BORDERS BOOKS	2019	2034
	PITTSFIELD (10)	2004	JOINT VENTURE	13.0	72,014	96.5	STOP & SHOP	2014	2044
	QUINCY (12)	2005	JOINT VENTURE	8.0	80,510	100.0	SHAW'S SUPERMARKET	2009	2033	BROOKS PHARMACY	2017	2047
	SHREWSBURY	1955	FEE	10.8	108,418	100.0	BOB'S STORES	2018	2033	BED BATH & BEYOND	2012	2032	STAPLES	2011	2021
MICHIGAN
	CLARKSTON	1996	FEE	20.0	144,943	79.5	FARMER JACK	2015	2045	CVS	2010	2020
	CLAWSON (3)	1993	FEE	13.5	165,801	100.0	FARMER JACK	2006	2016	STAPLES	2011	2026	LITTLE CAESARS	2007
	FARMINGTON	1993	FEE	2.8	96,983	100.0	DAMMAN HARDWARE	2015	2030	FARMINGTON DOLLAR	2006	2010	FITNESS 19	2015	2025
	KALAMAZOO (3)	2002	JOINT VENTURE	60.0	242,485	100.0	HOBBY LOBBY	2013	2023	VALUE CITY FURNITURE	2020	2040	MARSHALLS	2010	2020
	LIVONIA	1968	FEE	4.5	44,185	100.0	DAMMAN HARDWARE	2018	2033	CENTURY 21	2010
	MUSKEGON	1985	FEE	12.2	79,215	100.0	PLUMB'S FOOD	2007	2022	JO-ANN FABRICS	2007	2012
	NOVI	2003	JOINT VENTURE	6.0	60,000	100.0	MICHAELS	2016		HOME GOODS	2011
	TAYLOR	1993	FEE	13.0	141,549	100.0	KOHL'S	2022	2042	BABIES R US	2017	2043	PARTY CONCEPTS	2007	2012
	TROY	2005	JOINT VENTURE	22.4	223,697	94.5	WAL-MART	2021	2051	MARSHALLS	2012	2027
	WALKER	1993	FEE	41.8	338,928	100.0	RUBLOFF DEVELOPMENT	2016	2051	KOHL'S	2017	2037	LOEKS THEATRES	2007	2042
MINNESOTA
	MAPLE GROVE (7)	2001	JOINT VENTURE	63.0	466,437	99.5	BYERLY'S	2020	2035	BEST BUY	2015	2030	JO-ANN FABRICS	2010	2030
	MAPLEWOOD (8) (3)	2002	JOINT VENTURE	8.2	110,625	100.0	BEST BUY	2014	2029
	MINNETONKA (7)	1998	JOINT VENTURE	12.1	120,220	100.0	TOYS "R" US	2016	2031	GOLFSMITH GOLF CENTER	2008	2018	OFFICEMAX	2011
MISSISSIPPI
	JACKSON	2002	JOINT VENTURE	5.0	50,000	100.0	MICHAELS	2014		HOME GOODS	2014
	HATTIESBURG (4)	2004	JOINT VENTURE	54.6	168,000	100.0	ROSS DRESS FOR LESS	2016	2041	BED BATH & BEYOND	2016	2041	PETSMART	2016	2046
MISSOURI
	BRIDGETON	1997	GROUND LEASE (2040)	27.3	101,592	100.0	KOHL'S	2010	2020
	CRYSTAL CITY	1997	GROUND LEASE (2032)	10.1	100,724	100.0	KMART	2024	2032
	ELLISVILLE	1970	FEE	18.4	118,080	91.5	SHOP N SAVE	2010	2015
	INDEPENDENCE	1985	FEE	21.0	184,870	100.0	KMART	2024	2054	THE TILE SHOP	2014	2024	OFFICE DEPOT	2012	2032
	JOPLIN	1998	FEE	12.6	155,416	100.0	GOODY'S FAMILY CLOTHING	2010	2015	HASTINGS BOOKS	2009	2014	OFFICEMAX	2010	2025
	JOPLIN (7)	1998	JOINT VENTURE	9.5	80,524	100.0	SHOPKO	2018	2038
	KANSAS CITY	1997	FEE	17.8	150,381	82.3	HOME DEPOT	2010	2050
	KIRKWOOD (3)	1980	GROUND LEASE (2069)	19.8	253,662	100.0	HEMISPHERES	2014	2024	HOBBY LOBBY	2014	2024	GART SPORTS	2014	2029
	LEMAY (3)	1974	FEE	9.8	66,698	100.0	SHOP N SAVE	2020	2065	DOLLAR GENERAL	2008
	MANCHESTER (7)	1998	JOINT VENTURE	9.6	89,305	100.0	KOHL'S	2018	2038
	SPRINGFIELD	1994	FEE	41.5	277,590	100.0	BEST BUY	2011	2026	JC PENNEY	2010	2015	TJ MAXX	2006	2021
	SPRINGFIELD	2002	FEE	8.5	84,916	100.0	BED BATH & BEYOND	2013	2028	MARSHALLS	2012	2027	BORDERS BOOKS	2023	2038
	SPRINGFIELD	1986	GROUND LEASE (2087)	18.5	202,926	100.0	KMART	2024	2054	OFFICE DEPOT	2010		BARNES & NOBLE	2017	2047
	ST. CHARLES	1998	FEE	36.9	8,000	100.0
	ST. CHARLES	1999	GROUND LEASE (2039)	8.4	84,460	100.0	KOHL'S	2019	2039
	ST. LOUIS	1998	FEE	11.4	113,781	100.0	KOHL'S	2018	2038	CLUB FITNESS	2014	2024
	ST. LOUIS	1972	FEE	13.1	129,093	92.7	SHOP N SAVE	2017	2082
	ST. LOUIS	1986	FEE	17.5	176,273	95.6	BURLINGTON COAT FACTORY	2009	2024	BIG LOTS	2015	2030	OFFICE DEPOT	2007	2015
	ST. LOUIS	1997	GROUND LEASE (2025)	19.7	170,779	89.2	HOME DEPOT	2026	2056	OFFICE DEPOT	2015	2026
	ST. LOUIS	1997	GROUND LEASE (2035)	37.7	174,967	83.0	KMART	2024	2035
	ST. LOUIS	1997	GROUND LEASE (2040)	16.3	128,765	100.0	KMART	2024	2040
	ST. PETERS	1997	GROUND LEASE (2073)	14.8	175,121	95.9	HOBBY LOBBY	2014	2024	GART SPORTS	2014	2029	OFFICE DEPOT	2019
NEBRASKA
	OMAHA (4)	2005	JOINT VENTURE	67.7	107,000	100.0	MARSHALLS	2017	2037	LINENS N THINGS	2018	2033	OFFICEMAX	2017	2032
NEVADA
	HENDERSON (4)	1999	JOINT VENTURE	32.1	140,000	100.0	LEVITZ	2013	2023	BIG LOTS	2016	2036	SAVERS	2015	2035

29

		YEAR DEVELOPED OR ACQUIRED	OWNERSHIP INTEREST/ (EXPIRATION) (2)	LAND AREA (ACRES)	LEASABLE AREA (SQ. FT.)		MAJOR LEASES
						PERCENT
						LEASED		LEASE	OPTION		LEASE	OPTION		LEASE	OPTION
	LOCATION					(1)	TENANT NAME	EXPIRATION	EXPIRATION	TENANT NAME	EXPIRATION	EXPIRATION	TENANT NAME	EXPIRATION	EXPIRATION
NEW HAMPSHIRE
	NASHUA (10)	2004	JOINT VENTURE	17.9	179,220	95.6	DSW SHOE WAREHOUSE	2011	2031	BED BATH & BEYOND	2007	2032	MICHAELS	2007	2027
	NEW LONDON	2005	FEE	10.5	104,910	100.0
	SALEM	1994	FEE	39.8	344,076	100.0	KOHL'S	2008	2013	SHAW'S SUPERMARKET	2008	2038	BOB'S STORES	2011	2021
NEW JERSEY
	BAYONNE	2004	FEE	0.6	23,901	100.0	DUANE READE	2014
	BRIDGEWATER (7) (3)	2001	JOINT VENTURE	15.8	370,545	100.0	COSTCO	2019	2049	BED BATH & BEYOND	2010	2030	BABIES R US	2014	2039
	CHERRY HILL	1985	JOINT VENTURE	18.6	124,750	89.9	STOP & SHOP	2016	2036	RETROFITNESS	2013	2020
	CHERRY HILL	1996	GROUND LEASE (2035)	15.2	129,809	78.3	KOHL'S	2016	2036
	CHERRY HILL (8)	2003	FEE	48.0	209,185	100.0	KOHL'S	2018	2068	WORLDWIDE WHOLESALE FLOOR	2018	2033	BABIES R US	2013	2033
	CINNAMINSON	1996	FEE	13.7	121,852	84.1	OUTLET MARKETPLACE	2009	2019	ACME MARKETS	2047
	DELRAN (7) (3)	2000	JOINT VENTURE	10.5	78,584	51.3
	DELRAN (7)	2005	JOINT VENTURE	9.5	37,679	60.2
	EAST WINDSOR	2002	FEE	34.8	249,029	100.0	TARGET	2027	2067	GENUARDI'S	2026	2056	TJ MAXX	2011	2026
	FRANKLIN	1998	FEE	14.9	138,364	100.0	STOP & SHOP	2030	2085
	HILLSBOROUGH	2005	JOINT VENTURE	5.6	55,552	100.0	KMART	2007	2047
	HOLMDEL (3)	2002	FEE	30.0	300,010	92.1	A&P	2013	2043	MARSHALLS	2013	2028	LA FITNESS	2021	2036
	HOLMDEL	2004	FEE	23.5	234,739	100.0	LINENS N THINGS	2018	2033	BEST BUY	2018	2033	MICHAELS	2013	2033
	LINDEN	2002	FEE	0.9	13,340	100.0	STRAUSS DISCOUNT AUTO	2023	2033
	MAPLESHADE (11)	2004	GROUND LEASE (2066)/ JOINT VENTURE	22.7	201,351	100.0	LOWE'S HOME CENTER	2026		SPORTS AUTHORITY	2013	2033	BALLY TOTAL FITNESS	2012	2022
	NORTH BRUNSWICK	1994	FEE	38.1	409,879	100.0	WAL-MART	2018	2058	BURLINGTON COAT FACTORY	2008	2013	MARSHALLS	2012	2027
	PISCATAWAY	1998	FEE	9.6	97,348	97.0	SHOPRITE	2014	2024
	RIDGEWOOD	1994	FEE	2.7	24,280	100.0	FRESH FIELDS	2015	2030
	WAYNE (11)	2004	FEE	19.2	348,063	95.2	COSTCO	2009	2044	LACKLAND STORAGE	2012	2032	SPORTS AUTHORITY	2012	2032
	WESTMONT	1994	FEE	17.4	192,254	75.9	SUPER FRESH	2017	2081	SUPER FITNESS	2009		JO-ANN FABRICS	2007
NEW MEXICO
	ALBUQUERQUE	1998	FEE	4.7	37,735	100.0	SEARS HARDWARE	2006	2021
	ALBUQUERQUE	1998	FEE	26.0	183,912	93.4	MOVIES WEST	2011	2021	ROSS DRESS FOR LESS	2006	2021	VALLEY FURNITURE	2007	2017
	ALBUQUERQUE	1998	FEE	4.8	59,722	93.9	PAGE ONE	2008	2013	WALGREENS	2027
NEW YORK
	ALBANY (8)	2004	JOINT VENTURE	17.9	135,801	91.9	PRICE CHOPPER	2007	2027	BIG LOTS	2008	2018	ECKERD	2007	2022
	BAYRIDGE	2004	FEE	2.1	21,106	100.0	DUANE READE	2014
	BELLMORE	2004	FEE	1.4	24,802	100.0	RITE AID	2014
	BRIDGEHAMPTON	1973	FEE	30.2	287,587	97.6	KMART	2019	2039	KING KULLEN	2015	2035	TJ MAXX	2007	2017
	BRONX	1990	JOINT VENTURE	22.9	228,638	96.7	NATIONAL AMUSEMENTS	2011	2036	WALDBAUMS	2011	2046	OFFICE OF HEARING	2007
	BRONX	2000	FEE	0.4	3,720	100.0
	BROOKLYN (7)	2000	JOINT VENTURE	8.1	80,708	100.0	HOME DEPOT	2022	2052	WALGREENS	2030
	BROOKLYN	2003	FEE	0.8	7,500	100.0
	BROOKLYN	2003	FEE	0.4	10,000	100.0	GENOVESE	2019
	BROOKLYN	2004	FEE	3.0	29,671	100.0	DUANE READE	2014
	BROOKLYN	2004	FEE	2.9	41,076	100.0	DUANE READE	2014		PC RICHARD & SON	2018	2028
	BROOKLYN	2000	FEE	0.5	5,200	100.0
	BUFFALO	1988	JOINT VENTURE	9.2	141,285	96.5	TOPS SUPERMARKET	2012	2037	REEBOK	2006		FASHION BUG	2025	2024
	BUFFALO, AMHERST	1988	JOINT VENTURE	7.5	101,066	100.0	TOPS SUPERMARKET	2013	2033
	CENTEREACH	1993	JOINT VENTURE	40.7	380,084	97.6	WAL-MART	2015	2044	BIG LOTS	2011	2021	MODELL'S	2019	2029
	CENTRAL ISLIP (4)	2004	JOINT VENTURE	11.8	25,000	100.0
	COMMACK	1998	GROUND LEASE (2085)	35.7	265,409	100.0	KING KULLEN	2017	2047	LINENS N THINGS	2018	2038	SPORTS AUTHORITY	2017	2037
	COPIAGUE (7)	1998	FEE	15.4	163,999	100.0	HOME DEPOT	2011	2056	BALLY TOTAL FITNESS	2008	2018
	EAST NORTHPORT (4)	2005	JOINT VENTURE	4.0	—	—
	EAST NORTHPORT	2005	JOINT VENTURE	2.6	26,016	100.0	GOLFSMITH GOLF CENTER	2013	2018
	ELMONT	2004	FEE	1.8	27,078	100.0	DUANE READE	2014
	FRANKLIN SQUARE	2004	FEE	1.4	17,864	100.0	DUANE READE	2014
	FREEPORT (7)	2000	JOINT VENTURE	9.6	173,031	92.6	STOP & SHOP	2025		TOYS "R" US	2020	2040	MARSHALLS	2011	2016
	GLEN COVE (7)	2000	JOINT VENTURE	2.7	49,346	100.0	STAPLES	2014	2029	ANNIE SEZ	2011	2026
	GLENVILLE (5)	2003	FEE	0.5	—	—
	HAMPTON BAYS	1989	FEE	8.2	70,990	97.1	MACY'S EAST	2015	2025	GENOVESE	2006	2016
	HEMPSTEAD (7)	2000	JOINT VENTURE	1.4	13,905	100.0	WALGREENS	2059
	HICKSVILLE	2004	FEE	2.5	40,231	88.4	DUANE READE	2014		PARTY CITY	2006	2011
	JAMAICA	2006	FEE	0.6	5,770	100.0
	LATHAM (7)	1999	JOINT VENTURE	60.3	616,130	98.8	SAM'S CLUB	2013	2043	WAL-MART	2013	2043	HOME DEPOT	2031	2071
	LAURELTON	2000	FEE	0.7	7,435	100.0
	LITTLE NECK	2003	FEE	4.5	48,275	100.0
	MANHASSET	1999	FEE	9.6	188,494	100.0	FILENE'S	2011		LINENS N THINGS	2016	2026	KING KULLEN	2024	2052
	MANHATTAN	2006	FEE	1.0	9,566	100.0
	MASPETH	2004	FEE	1.1	22,500	100.0	DUANE READE	2014
	MERRICK (7)	2000	JOINT VENTURE	10.8	107,871	98.9	WALDBAUMS	2013	2041	ANNIE SEZ	2011	2021	PARTY CITY	2012	2022
	MIDDLETOWN (7)	2000	JOINT VENTURE	10.1	80,000	100.0	BEST BUY	2016	2031	LINENS N THINGS	2016	2031
	MUNSEY PARK (7)	2000	JOINT VENTURE	6.0	72,748	100.0	BED BATH & BEYOND	2007	2022	FRESH FIELDS	2011	2021
	NESCONSET (11)	2004	JOINT VENTURE	5.9	55,580	100.0	LEVITZ	2014	2034
	NORTH MASSAPEQUA	2004	GROUND LEASE (2033)	2.0	29,610	100.0	DUANE READE	2014
	OCEANSIDE	2003	FEE	0.3	1,856	100.0
	PLAINVIEW	1969	GROUND LEASE (2070)	7.0	88,222	100.0	FAIRWAY STORES	2017	2037
	POUGHKEEPSIE	1972	FEE	20.0	167,668	99.6	STOP & SHOP	2020	2049	BIG LOTS	2007	2017
	QUEENS VILLAGE	2006	FEE	1.5	14,649	100.0
	RENSSELAER (8)	2004	JOINT VENTURE	13.4	132,648	86.6	PRICE CHOPPER	2018	2038	FASHION BUG	2008	2018
	ROCHESTER	1988	FEE	14.9	129,238	100.0	STAPLES	2010	2022
	ROCHESTER	1993	FEE	18.6	185,153	36.3	TOPS SUPERMARKET	2009	2024
	STATEN ISLAND	2005	FEE	0.0	47,270	100.0
	STATEN ISLAND (7)	2000	JOINT VENTURE	14.4	177,118	100.0	TJ MAXX	2010	2025	NATIONAL LIQUIDATORS	2010	2030	MICHAELS	2011	2031
	STATEN ISLAND	1989	FEE	16.7	212,375	100.0	KMART	2011		PATHMARK	2011	2021
	STATEN ISLAND	1997	GROUND LEASE (2072)	7.0	101,337	99.2	WALDBAUMS	2011	2031
	SYOSSET	1967	FEE	2.5	32,124	100.0	NEW YORK SPORTS CLUB	2016	2021
	WESTBURY (11)	2004	JOINT VENTURE	30.1	398,602	100.0	COSTCO	2009	2043	WAL-MART	2019	2069	MARSHALLS	2009	2024
	WHITE PLAINS	2004	FEE	2.5	24,577	88.3	DUANE READE	2014
	YONKERS (7)	2000	GROUND LEASE (2047)/ JOINT VENTURE	6.3	56,361	97.2	STAPLES	2014	2029
	YONKERS	1995	FEE	4.4	43,560	100.0	SHOPRITE	2008	2028
	YONKERS	2000	FEE	1.0	10,329	100.0
NORTH CAROLINA
	BURLINGTON (5)	2003	FEE	25.6	—	—
	CARY (7)	2001	JOINT VENTURE	40.3	315,797	99.6	BJ'S	2020	2040	KOHL'S	2022	2001	PETSMART	2016	2036
	CARY	1996	FEE	10.6	86,015	100.0	BED BATH & BEYOND	2010	2014	DICK'S SPORTING GOODS	2014	2029
	CARY	1998	FEE	10.9	102,787	100.0	LOWES	2017	2037	ECKERD	2007	2017
	CARY (9)	2002	JOINT VENTURE	1.6	16,030	86.4
	CARY (8)	2003	JOINT VENTURE	13.4	133,901	100.0	CARMIKE CINEMAS	2017	2027	FOOD LION	2019		DOLLAR TREE	2009	2019

30

		YEAR DEVELOPED OR ACQUIRED	OWNERSHIP INTEREST/ (EXPIRATION) (2)	LAND AREA (ACRES)	LEASABLE AREA (SQ. FT.)		MAJOR LEASES
						PERCENT
						LEASED		LEASE	OPTION		LEASE	OPTION		LEASE	OPTION
	LOCATION					(1)	TENANT NAME	EXPIRATION	EXPIRATION	TENANT NAME	EXPIRATION	EXPIRATION	TENANT NAME	EXPIRATION	EXPIRATION
	CHARLOTTE	1968	FEE	13.5	110,300	100.0	MEDIA PLAY	2010	2020	TJ MAXX	2007	2017	CVS	2015	2035
	CHARLOTTE	1993	FEE	14.0	139,269	99.1	BI-LO	2009	2029	RUGGED WEARHOUSE	2008	2018	FLOORS TODAY	2010	2020
	CHARLOTTE	1986	GROUND LEASE (2048)	18.5	233,800	98.7	ROSS DRESS FOR LESS	2015	2035	K&G MEN'S COMPANY	2008	2018	OFFICEMAX	2009	2024
	DURHAM (7)	2002	JOINT VENTURE	39.5	408,292	100.0	WAL-MART	2015	2035	BEST BUY	2011	2026	LINENS N THINGS	2011	2026
	DURHAM	1996	FEE	13.2	116,186	86.3	TJ MAXX	2009	2014	JO-ANN FABRICS	2010	2020
	FRANKLIN	1998	JOINT VENTURE	15.1	26,326	100.0	BILL HOLT FORD	2016	2041
	GASTONIA	1989	FEE	24.9	240,957	82.6	HOBBY LOBBY	2013	2023	TOYS "R" US	2015	2045
	GREENSBORO	1999	FEE	8.2	103,494	100.0	HOBBY LOBBY	2014	2024	K&G MEN'S COMPANY	2015	2025	USA BABY	2008	2013
	HILLSBOROUGH (5)	2003	FEE	8.0	—	—
	KNIGHTDALE (4)	2005	JOINT VENTURE	30.7	150,000	100.0	ROSS DRESS FOR LESS	2017	2037	BED BATH & BEYOND	2017	2037	MICHAELS	2016	2036
	PINEVILLE (12)	2003	JOINT VENTURE	39.1	269,710	98.9	KMART	2017	2067	STEIN MART	2007	2012	TJ MAXX	2008	2018
	RALEIGH (3)	1993	FEE	35.9	372,684	88.8	BEST BUY	2010	2020	BED BATH & BEYOND	2016	2036	ROSS DRESS FOR LESS	2016	2036
	RALEIGH (4)	2001	JOINT VENTURE	24.4	77,000	100.0	MARQUEE CINEMAS	2019	2029
	RALEIGH (4)	2003	JOINT VENTURE	35.4	65,000	100.0	FOOD LION	2023	2043
	RALEIGH	2001	FEE	26.0	85,465	98.4	KROGER	2019	2059
	RALEIGH (12)	2004	FEE	10.3	101,846	87.6	HARRIS TEETER	2014	2034	ECKERD	2010	2015
	WILSON (9) (6)	2002	JOINT VENTURE	16.7	167,207	11.4
	WINSTON-SALEM	1969	FEE	13.2	137,433	100.0	HARRIS TEETER	2016	2041	DOLLAR TREE	2011	2016	SPORTSMAN'S SUPPLY	2008
OHIO
	AKRON	1975	FEE	6.9	76,438	100.0	GIANT EAGLE	2021	2041
	AKRON	1988	FEE	24.5	138,363	100.0	GABRIEL BROTHERS	2010	2025	PAT CATANS CRAFTS	2013		ESSENCE BEAUTY MART	2008	2014
	BARBERTON (3)	1972	FEE	10.0	95,452	100.0	GIANT EAGLE	2027	2052
	BEAVERCREEK	1986	FEE	18.2	148,210	76.5	KROGER	2018	2048	FITWORKS	2007	2013	REVCO	2007	2027
	BRUNSWICK	1975	FEE	20.0	171,223	95.3	KMART	2010	2050	GIANT EAGLE	2006	2036
	CAMBRIDGE	1997	FEE	13.1	79,165	90.9	TRACTOR SUPPLY CO.	2010	2020
	CANTON	1972	FEE	19.6	172,419	92.3	BURLINGTON COAT FACTORY	2018	2043	TJ MAXX	2007	2017	PRICELESS KIDS	2007	2012
	CENTERVILLE	1988	FEE	15.2	120,498	81.5	BED BATH & BEYOND	2017	2032	THE TILE SHOP	2014	2024	MICHAEL'S DAY SPA	2016	2026
	CINCINNATI (7)	2000	JOINT VENTURE	36.7	378,901	93.4	WAL-MART	2010	2040	HOBBY LOBBY	2016	2027	DICK'S SPORTING GOODS	2016	2031
	CINCINNATI	1988	FEE	11.6	223,731	99.3	LOWE'S HOME CENTER	2022	2052	BIG LOTS	2009	2019	AJ WRIGHT	2014	2034
	CINCINNATI	1988	GROUND LEASE (2054)	8.8	121,242	25.7	TOYS "R" US	2019	2044
	CINCINNATI	1988	FEE	29.2	308,277	75.6	HOBBY LOBBY	2012	2022	TOYS "R" US	2016	2046	HAVERTY'S	2019	2034
	CINCINNATI	2000	FEE	8.8	88,317	100.0	HOBBY LOBBY	2011	2021	GOLD'S GYM	2017	2027
	CINCINNATI	1999	FEE	16.7	89,742	100.0	BIGGS FOODS	2008	2028
	COLUMBUS (7)	2002	JOINT VENTURE	36.5	254,152	94.9	LOWE'S HOME CENTER	2016	2046	KROGER	2017	2037
	COLUMBUS	1988	FEE	12.4	191,089	100.0	KOHL'S	2011	2031	KROGER	2031	2071	TOYS "R" US	2015	2040
	COLUMBUS	1988	FEE	13.7	142,743	99.1	KOHL'S	2011	2031	STAPLES	2010	2020
	COLUMBUS	1988	FEE	17.9	129,008	100.0	KOHL'S	2011	2031	GRANT/RIVERSIDE HOSPITAL	2011
	COLUMBUS	1988	FEE	12.4	135,650	100.0	KOHL'S	2011	2031	CIRCUIT CITY	2019	2039
	COLUMBUS	1988	FEE	12.5	99,262	100.0	SOUTHLAND EXPO	2006
	COLUMBUS (7)	1998	JOINT VENTURE	12.1	112,862	97.7	BORDERS BOOKS	2018	2038	PIER 1 IMPORTS	2007	2017	FRANNYS HALLMARK	2009	2014
	COPLEY (8)	2003	JOINT VENTURE	9.4	532,607	99.5	TABANI AKRON	2027	2067	HOME DEPOT	2013	2063	DICK'S SPORTING GOODS	2020	2045
	DAYTON	1969	GROUND LEASE (2043)	22.8	163,131	81.6	BEST BUY	2008	2024	BIG LOTS	2008	2018	JO-ANN FABRICS	2007	2012
	DAYTON	1984	FEE	32.1	213,728	88.4	KROGER	2012	2038	JO-ANN FABRICS	2006	2016	VICTORIA'S SECRET	2009	2019
	DAYTON	1988	FEE	16.9	141,616	80.4	VALUE CITY	2010	2020	DOLLAR GENERAL	2007
	DAYTON	1988	FEE	11.2	116,374	88.3	VALUE CITY	2010	2015
	HUBER HEIGHTS (7)	1999	JOINT VENTURE	40.0	318,468	100.0	ELDER BEERMAN	2014	2044	KOHL'S	2015	2035	MARSHALLS	2009	2024
	KENT	1988	GROUND LEASE (2013)	17.6	106,500	100.0	TOPS SUPERMARKET	2026	2096
	MENTOR	1987	FEE	20.6	103,910	100.0	GABRIEL BROTHERS	2013	2028	BIG LOTS	2014	2034
	MENTOR	1988	FEE	25.0	235,577	95.6	GIANT EAGLE	2019	2029	BURLINGTON COAT FACTORY	2014		JO-ANN FABRICS	2009	2019
	MIAMISBURG	1999	FEE	0.6	6,000	100.0
	MIDDLEBURG HEIGHTS	1988	FEE	8.2	104,342	51.5	GABRIEL BROTHERS	2014	2029
	NORTH OLMSTEAD	1988	FEE	11.7	99,862	100.0	TOPS SUPERMARKET	2026	2096
	ORANGE TOWNSHIP (4)	2001	FEE	16.7	—	—
	SHARONVILLE	1977	GROUND LEASE (2076)/JOINT VENTURE	15.0	130,704	92.7	GABRIEL BROTHERS	2012	2032	KROGER	2008	2028	UNITED ART AND EDUCATION	2016	2026
	SPRINGBORO PIKE	1985	FEE	13.0	120,522	100.0	HOBBY LOBBY	2015	2025	OFFICEMAX	2007		DOLLAR TREE	2008	2018
	SPRINGDALE (7)	2000	JOINT VENTURE	22.0	253,510	79.8	WAL-MART	2015	2045	HH GREGG	2012	2017	SHOE CARNIVAL	2006
	SPRINGFIELD	1988	FEE	14.3	149,464	100.0	KMART	2010	2030	HOBBY LOBBY	2010	2020
	UPPER ARLINGTON	1969	FEE	13.3	160,702	100.0	TJ MAXX	2011	2021	THE DUSTY ATTIC	2011	2016	HONG KONG BUFFET	2011
	WESTERVILLE	1993	FEE	25.4	242,124	91.7	KOHL'S	2016	2036	OFFICEMAX	2007	2022	MARC'S	2015	2025
	WICKLIFFE	1982	FEE	10.0	128,180	97.1	GABRIEL BROTHERS	2008	2023	BIG LOTS	2010		DOLLAR GENERAL	2007
	WILLOUGHBY HILLS	1988	FEE	14.1	157,424	100.0	VF FACTORY OUTLET	2012	2022	MARCS DRUGS	2012	2017
OKLAHOMA
	NORMAN (7)	2001	JOINT VENTURE	31.3	262,624	93.6	TOYS "R" US	2012	2042	ROSS DRESS FOR LESS	2007	2027	BARNES & NOBLE	2012	2027
	OKLAHOMA CITY	1997	FEE	9.8	103,027	100.0	ACADEMY SPORTS & OUTDOORS	2014	2024
	OKLAHOMA CITY	1998	FEE	19.8	233,797	99.6	HOME DEPOT	2014	2044	GORDMANS	2013	2033	BEST BUY	2008	2023
	SOUTH TULSA	1996	FEE	0.0	4,090	100.0
PENNSLYVANIA
	BENSALEM (11)	2004	FEE	31.5	300,188	90.2	HOME DEPOT	2009	2034	BABIES R US	2011	2026	AMC THEATRES	2015	2035
	BLUE BELL	1996	FEE	17.7	120,211	100.0	KOHL'S	2016	2036	HOME GOODS	2013	2033
	CARLISLE (12) (3)	2004	JOINT VENTURE	9.3	87,022	100.0	NELLS MARKET	2026	2036
	CARLISLE (13)	2005	JOINT VENTURE	12.2	90,183	100.0	GIANT FOOD	2016	2046
	CHAMBERSBURG (8) (3)	2004	JOINT VENTURE	12.2	122,396	98.7	GIANT FOOD	2040	2040	CVS	2006	2020
	CHIPPEWA	2000	FEE	22.4	215,206	100.0	KMART	2018	2068	HOME DEPOT	2018	2068
	DUQUESNE	1993	FEE	8.8	69,733	58.4	RED, WHITE & BLUE	2006
	EAGLEVILLE	1973	FEE	15.2	165,385	94.9	KMART	2006	2019	GENUARDI'S	2011	2025
	EAST NORRITON	1984	FEE	12.5	133,569	100.0	SHOPRITE	2022	2037	STAPLES	2008	2023	JO-ANN FABRICS	2007	2012
	EAST STROUDSBURG	1973	FEE	15.3	168,506	100.0	KMART	2007	2022	WEIS MARKETS	2007
	EASTWICK	1997	FEE	3.4	36,511	100.0	MERCY HOSPITAL	2012	2022
	EXTON	1990	FEE	6.1	60,685	100.0	ACME MARKETS	2015	2045
	EXTON	1996	FEE	9.8	85,184	100.0	KOHL'S	2016	2036
	FEASTERVILLE	1996	FEE	4.6	86,575	100.0	VALUE CITY	2011	2026
	GETTYSBURG	1986	FEE	2.3	14,584	100.0
	GREENSBURG	2002	JOINT VENTURE	5.0	50,000	100.0	TJ MAXX	2010	2020	MICHAELS	2010	2020
	HAMBURG	2001	FEE	3.0	15,400	100.0	LEHIGH VALLEY HEALTH	2016	2026
	HARRISBURG	1972	FEE	17.0	175,917	100.0	GANDER MOUNTAIN	2013	2028	MEDIA PLAY	2011	2026	SUPERPETZ	2007	2022
	HARRISBURG	1972	FEE	11.7	121,672	76.0	CINEMA CENTER	2019	2034	BIG LOTS	2010	2020
	HAVERTOWN	1996	FEE	9.0	80,938	100.0	KOHL'S	2016	2036
	HORSHAM (13)	2005	JOINT VENTURE	8.3	75,206	100.0	GIANT FOOD	2022	2048
	LANDSDALE	1996	GROUND LEASE (2037)	1.4	84,470	100.0	KOHL'S	2012
	MIDDLETOWN	1986	FEE	4.7	38,953	83.0	US POST OFFICE	2016	2026
	MONROEVILLE (13)	2005	FEE	13.7	143,200	90.2	PETSMART	2019	2034	BED BATH & BEYOND	2020	2034	MICHAELS	2009	2029
	MONTGOMERY (7)	2002	JOINT VENTURE	45.0	257,565	98.4	GIANT FOOD	2020	2050	BED BATH & BEYOND	2016	2030	COMPUSA	2014	2028
	NEW KENSINGTON	1986	FEE	12.5	108,950	100.0	GIANT EAGLE	2016	2033
	PHILADELPHIA	2000	FEE	0.9	9,343	100.0

31

		YEAR DEVELOPED OR ACQUIRED	OWNERSHIP INTEREST/ (EXPIRATION) (2)	LAND AREA (ACRES)	LEASABLE AREA (SQ. FT.)		MAJOR LEASES
						PERCENT
						LEASED		LEASE	OPTION		LEASE	OPTION		LEASE	OPTION
	LOCATION					(1)	TENANT NAME	EXPIRATION	EXPIRATION	TENANT NAME	EXPIRATION	EXPIRATION	TENANT NAME	EXPIRATION	EXPIRATION
	PHILADELPHIA (3)	1983	JOINT VENTURE	8.1	213,444	93.1	JC PENNEY	2012	2037	TOYS "R" US	2007	2052
	PHILADELPHIA	1998	JOINT VENTURE	7.5	75,303	100.0	NORTHEAST AUTO OUTLET	2015	2050
	PHILADELPHIA (3)	1995	JOINT VENTURE	22.6	277,123	94.7	SUPER FRESH	2022	2047	PETSMART	2006	2016	AMC ORLEANS 8	2006
	PHILADELPHIA	1996	FEE	6.3	82,345	100.0	KOHL'S	2016	2036
	PHILADELPHIA	1996	GROUND LEASE (2035)	6.8	133,309	100.0	KMART	2010	2035
	PIITSBURGH	2004	FEE	46.8	467,927	100.0
	POTTSTOWN (8)	2004	FEE	15.7	161,727	97.4	GIANT FOOD	2014	2049	TRACTOR SUPPLY CO.	2012	2027	TJ MAXX	2009	2019
	RICHBORO	1986	FEE	14.5	110,357	100.0	SUPER FRESH	2018	2058
	SCOTT TOWNSHIP	2000	GROUND LEASE (2052)	6.9	69,288	100.0	WAL-MART	2032	2052
	SHREWSBURY (12)	2004	JOINT VENTURE	21.2	94,706	97.9	GIANT FOOD	2023	2053
	SPRINGFIELD	1983	FEE	19.7	218,907	96.2	VALUE CITY	2013	2043	STAPLES	2008	2023	JO-ANN FABRICS	2006	2016
	UPPER DARBY	1996	JOINT VENTURE	16.3	48,936	88.2	MERCY HOSPITAL	2012	2022	BRIGHTSIDE ACADEMY	2013	2022
	WAYNESBORO (8) (3)	2004	JOINT VENTURE	15.5	112,149	93.9	MARTIN'S	2010	2025	PEEBLES	2015	2035	DOLLAR TREE	2010	2025
	WEST MIFFLIN	1986	GROUND LEASE (2032)	8.3	84,279	100.0	BIG LOTS	2012	2032
	WHITEHALL	2005	JOINT VENTURE	15.1	151,273	98.4	GIANT FOOD	2014		JO-ANN FABRICS	2007		BARNES & NOBLE	2011
	WHITEHALL	1996	GROUND LEASE (2081)	6.0	84,524	100.0	KOHL'S	2016	2036
	YORK	1986	FEE	13.7	59,016	95.2	GIANT FOOD	2006	2026	CVS	2006	2020
	YORK	1986	FEE	3.3	35,500	100.0	GIANT FOOD	2007	2017
RHODE ISLAND
	CRANSTON	1998	FEE	11.0	129,907	94.6	BOB'S STORES	2008	2028	MARSHALLS	2011	2021
	PROVIDENCE	2003	GROUND LEASE (2022)/JOINT VENTURE	13.0	71,735	100.0	STOP & SHOP	2022	2072
SOUTH CAROLINA
	CHARLESTON	1978	FEE	17.6	157,416	100.0	STEIN MART	2006	2016	BY THE YARD	2011	2016	FLOOR IT NOW	2012
	CHARLESTON	1995	FEE	17.2	186,740	97.0	TJ MAXX	2009	2014	OFFICE DEPOT	2011	2016	MARSHALLS	2006	2011
	CHARLESTON (8)	2003	JOINT VENTURE	15.7	136,276	99.4	ROSS DRESS FOR LESS	2015	2035	BED BATH & BEYOND	2014	2034	COST PLUS	2014	2029
	FLORENCE	1997	FEE	21.0	113,922	97.2	HAMRICKS	2011		STAPLES	2010	2035	ATHLETE'S FOOT	2007	2017
	GREENVILLE	1997	FEE	20.4	148,532	59.9	BABIES R US	2007	2022
	GREENVILLE (11)	2004	FEE	31.8	295,928	96.8	INGLES MARKETS	2021	2076	GOODY'S FAMILY CLOTHING	2010	2025	TJ MAXX	2010	2025
	MT PLEASANT (8)	2004	JOINT VENTURE	11.7	116,868	97.7	WHOLE FOODS	2025	2055	STAPLES	2012
	NORTH CHARLESTON	2000	FEE	27.3	267,632	94.3	SPORTS AUTHORITY	2013	2033	CIRCUIT CITY	2019	2029	MARSHALLS	2008	2013
TENNESSEE
	CHATTANOOGA	2002	JOINT VENTURE	5.0	50,000	100.0	HOME GOODS	2010	2020	MICHAELS	2017	2037
	CHATTANOOGA	1973	GROUND LEASE (2074)	7.6	50,588	95.9	SAVE-A-LOT	2009	2014
	MADISON (7)	1999	JOINT VENTURE	21.1	189,299	73.2	BEST BUY	2014	2029	GOODY'S FAMILY CLOTHING	2010	2020	OLD NAVY	2009	2019
	MADISON	1978	GROUND LEASE (2039)	14.5	175,593	96.6	OLD TIME POTTERY	2013	2023	WAL-MART	2014	2039
	MADISON	2004	FEE	25.4	240,318	97.1	JO-ANN FABRICS	2009	2024	CIRCUIT CITY	2009	2039	TJ MAXX	2010	2020
	MEMPHIS (7)	2001	FEE	3.9	40,000	100.0	BED BATH & BEYOND	2012	2027
	MEMPHIS	2000	FEE	8.8	87,962	100.0	OLD TIME POTTERY	2010	2025
	MEMPHIS	1991	FEE	14.7	167,243	77.7	TOYS "R" US	2017	2042	OFFICEMAX	2008	2028	KIDS R US	2019	2044
	NASHVILLE (7)	1999	JOINT VENTURE	9.3	99,909	92.5	BEST BUY	2014	2029	OFFICEMAX	2015	2035
	NASHVILLE	1998	FEE	10.2	109,012	91.3	MARSHALLS	2007		OFFICEMAX	2009	2019	OLD COUNTRY BUFFET	2006	2016
	NASHVILLE	1986	FEE	16.9	172,135	96.6	STEIN MART	2008	2013	ASHLEY FURNITURE HOMESTORE	2012	2022	BED BATH & BEYOND	2013	2028
TEXAS
	AMARILLO (7)	1997	JOINT VENTURE	9.3	343,989	99.6	HOME DEPOT	2019	2069	KOHL'S	2025	2055	CIRCUIT CITY	2010	2035
	AMARILLO (7)	2003	JOINT VENTURE	10.6	142,747	97.1	ROSS DRESS FOR LESS	2012	2037	BED BATH & BEYOND	2012	2032	JO-ANN FABRICS	2012	2032
	ARLINGTON	1997	FEE	8.0	96,127	100.0	HOBBY LOBBY	2008	2018
	AUSTIN (7)	1998	JOINT VENTURE	18.2	191,760	99.1	CIRCUIT CITY	2017	2037	BABIES R US	2012	2027	WORLD MARKET	2011	2026
	AUSTIN	1998	FEE	15.4	157,852	90.5	HEB GROCERY	2006	2026	BROKERS NATIONAL LIFE	2013
	AUSTIN	2003	JOINT VENTURE	10.8	108,028	100.0	FRY'S ELECTRONICS	2018	2048
	BAYTOWN	1996	FEE	8.7	86,240	100.0	HOBBY LOBBY	2008	2018	ROSS DRESS FOR LESS	2012	2032
	BEAUMONT (4)	2002	FEE	11.4	82,000	100.0	ROSS DRESS FOR LESS	2015	2035	BED BATH & BEYOND	2013	2033	SHOE CARNIVAL	2013	2023
	BEAUMONT (4)	2005	FEE	5.6	44,000	100.0	JO-ANN FABRICS	2017	2037	COST PLUS	2016	2031
	BROWNSVILLE (4)	2005	JOINT VENTURE	30.1	—	—
	BURLESON (4)	2000	JOINT VENTURE	51.1	61,000	100.0	OLD NAVY	2010	2025	ULTA	2015	2025
	BURLESON (4)	2003	JOINT VENTURE	13.6	44,000	100.0	OFFICE DEPOT	2020	2040
	CORPUS CHRISTI	1997	GROUND LEASE (2065)	12.5	125,454	100.0	BEST BUY	2016	2030	ROSS DRESS FOR LESS	2011	2030	BED BATH & BEYOND	2018	2032
	DALLAS	2002	JOINT VENTURE	5.0	49,701	100.0	CONN'S	2014	2034
	DALLAS (8)	2002	JOINT VENTURE	9.6	125,195	89.2	TOM THUMB	2017	2032	TOM THUMB (GAS STATION)	2017	2032
	DALLAS (5)	1969	JOINT VENTURE	75.0	—	—
	DALLAS (7)	1998	FEE	6.8	83,867	100.0	ROSS DRESS FOR LESS	2007	2017	OFFICEMAX	2009	2024	BIG LOTS	2012	2032
	EAST PLANO	1996	FEE	9.0	100,598	100.0	HOME DEPOT EXPO	2024	2054
	FORT WORTH (4)	2003	JOINT VENTURE	45.5	152,000	100.0	MARSHALLS	2015	2035	ROSS DRESS FOR LESS	2016	2041	OFFICE DEPOT	2021	2041
	GARLAND (7)	1998	JOINT VENTURE	6.3	62,000	100.0	OFFICE DEPOT	2011	2021	99 CENTS ONLY STORE	2009	2024
	GARLAND	1996	FEE	8.8	103,600	100.0	NREL, INC.	2006
	HARRIS COUNTY (13)	2005	JOINT VENTURE	11.4	144,066	100.0	BEST BUY	2015	2035	LINENS N THINGS	2015	2030	BARNES & NOBLE	2014	2029
	HOUSTON (3)	1998	FEE	40.0	405,161	97.8	OSHMAN SPORTING	2009	2024	HOBBY LOBBY	2012	2022	BEL FURNITURE	2010	2015
	HOUSTON	1997	FEE	8.0	113,831	85.1	HEB PANTRY STORE	2007	2027	PALAIS ROYAL	2007	2022
	HOUSTON	1999	FEE	5.6	84,188	75.5	OFFICE DEPOT	2007	2022	METROPOLITAN FURNITURE	2013	2023
	HOUSTON (8)	2003	JOINT VENTURE	17.1	185,332	90.0	ROSS DRESS FOR LESS	2013	2033	OFFICE DEPOT	2012	2032	OLD NAVY	2007	2022
	HOUSTON (4)	2003	JOINT VENTURE	25.4	189,000	100.0	TJ MAXX	2015	2035	ROSS DRESS FOR LESS	2016	2036	BED BATH & BEYOND	2016	2041
	HOUSTON (7)	2002	JOINT VENTURE	54.3	589,201	95.8	LOEWS THEATRES	2017	2047	HOBBY LOBBY	2016	2026	OSHMAN SPORTING	2017	2037
	HOUSTON	1996	FEE	8.2	96,500	100.0	BURLINGTON COAT FACTORY	2019	2034
	LAKE WORTH (4)	2003	JOINT VENTURE	29.6	220,000	100.0	HOBBY LOBBY	2020	2030	CIRCUIT CITY	2021	2036	ROSS DRESS FOR LESS	2016	2041
	LAREDO (8) (3)	2004	JOINT VENTURE	25.1	251,381	98.6	TOYS "R" US	2018	2068	CINEMARK	2013	2033	LINENS N THINGS	2015	2030
	LEWISVILLE	1998	FEE	11.2	74,837	93.1	BALLY TOTAL FITNESS	2007	2022	TALBOTS OUTLET	2007	2017
	LEWISVILLE	1998	FEE	7.6	123,560	100.0	BABIES R US	2009	2027	BED BATH & BEYOND	2018	2033	BROYHILL HOME COLLECTIONS	2015	2025
	LEWISVILLE	1998	FEE	9.4	93,668	68.4	DSW SHOE WAREHOUSE	2008	2028	PETLAND	2009	2019
	LUBBOCK	1998	FEE	9.6	108,326	100.0	PETSMART	2015	2040	OFFICEMAX	2009	2029	BARNES & NOBLE	2010	2025
	MESQUITE	1974	FEE	9.0	79,550	100.0	KROGER	2012	2037
	MESQUITE	1998	FEE	15.0	209,766	89.2	BEST BUY	2009	2024	ASHLEY FURNITURE HOMESTORE	2007	2017	PETSMART	2007	2027
	N. BRAUNFELS	2003	JOINT VENTURE	8.6	86,479	100.0	KOHL'S	2014	2064
	PASADENA (7)	1999	JOINT VENTURE	15.1	169,190	100.0	PETSMART	2015	2030	OFFICEMAX	2014	2029	MICHAELS	2009	2024
	PASADENA (7)	2001	JOINT VENTURE	24.6	241,097	99.2	BEST BUY	2012	2027	ROSS DRESS FOR LESS	2012	2032	MARSHALLS	2012	2027
	PLANO	2005	FEE	0.0	149,343	100.0	HOME DEPOT	2026
	RICHARDSON (7)	1998	JOINT VENTURE	11.7	115,579	79.5	OFFICEMAX	2011	2026	BALLY TOTAL FITNESS	2009	2019	FOX & HOUND	2012	2022
	SAN ANTONIO (4)	1999	FEE	21.7	181,000	100.0	HOBBY LOBBY	2018	2033	BEALLS	2014	2024	ENGLAND CUSTOM FURNITURE	2015	2025
	TEMPLE (13)	2005	JOINT VENTURE	27.5	274,786	88.1	HOBBY LOBBY	2021	2036	ROSS DRESS FOR LESS	2012	2037	GOODY'S FAMILY CLOTHING	2011	2021
	WOODLANDS (4)	2002	JOINT VENTURE	34.0	399,000	100.0	BORDERS BOOKS	2024	2044	CINEMARK	2020	2040	TOMMY BAHAMA'S	2015	2030

32

		YEAR DEVELOPED OR ACQUIRED	OWNERSHIP INTEREST/ (EXPIRATION) (2)	LAND AREA (ACRES)	LEASABLE AREA (SQ. FT.)		MAJOR LEASES
						PERCENT
						LEASED		LEASE	OPTION		LEASE	OPTION		LEASE	OPTION
	LOCATION					(1)	TENANT NAME	EXPIRATION	EXPIRATION	TENANT NAME	EXPIRATION	EXPIRATION	TENANT NAME	EXPIRATION	EXPIRATION
UTAH
	OGDEN	1967	FEE	11.4	142,628	100.0	COSTCO	2033	2073
VERMONT
	MANCHESTER	2004	FEE	9.5	53,483	100.0	PRICE CHOPPERS	2011
VIRGINIA
	ARLINGTON (11)	2004	FEE	16.8	337,429	97.9	COSTCO	2009	2044	MARSHALLS	2010	2025	BEST BUY CO.	2009	2024
	BURKE (10)	2004	GROUND LEASE (2076)/ JOINT VENTURE	12.5	124,148	100.0	SAFEWAY	2020	2050	CVS	2021	2041
	COLONIAL HEIGHTS	1996	FEE	6.1	60,909	100.0	BLOOM BROTHERS FURNITURE	2008		BOOKS-A-MILLION	2008	2015
	DUMFRIES (12)	2005	JOINT VENTURE	0.2	1,702	100.0
	FAIRFAX (7)	1998	JOINT VENTURE	37.0	323,262	100.0	HOME DEPOT	2013	2033	COSTCO	2011	2046	SPORTS AUTHORITY	2008	2013
	FREDERICKSBURG (12)	2005	JOINT VENTURE	0.5	4,842	100.0
	FREDERICKSBURG (12)	2005	JOINT VENTURE	3.2	32,000	100.0
	FREDERICKSBURG (12)	2005	JOINT VENTURE	0.2	2,454	100.0
	FREDERICKSBURG (12)	2005	JOINT VENTURE	0.4	3,650	100.0
	FREDERICKSBURG (12)	2005	JOINT VENTURE	0.4	4,261	100.0
	FREDERICKSBURG (12)	2005	JOINT VENTURE	0.3	3,000	100.0
	FREDERICKSBURG (12)	2005	JOINT VENTURE	1.1	10,578	100.0
	FREDERICKSBURG (12)	2005	JOINT VENTURE	1.0	10,002	100.0
	FREDERICKSBURG (12)	2005	JOINT VENTURE	0.8	8,000	100.0
	FREDERICKSBURG (12)	2005	JOINT VENTURE	0.5	5,126	100.0
	FREDERICKSBURG (12)	2005	JOINT VENTURE	0.7	6,818	100.0
	FREDERICKSBURG (12)	2005	JOINT VENTURE	0.5	4,800	100.0
	FREDERICKSBURG (12)	2005	JOINT VENTURE	0.3	2,909	100.0
	FREDERICKSBURG (12)	2005	JOINT VENTURE	0.6	6,000	100.0
	FREDERICKSBURG (12)	2005	JOINT VENTURE	1.1	11,097	100.0
	FREDERICKSBURG (12)	2005	JOINT VENTURE	0.7	7,200	100.0
	FREDERICKSBURG (12)	2005	JOINT VENTURE	0.8	8,027	100.0
	FREDERICKSBURG (12)	2005	JOINT VENTURE	0.6	6,100	100.0
	FREDERICKSBURG (12)	2005	JOINT VENTURE	0.6	5,540	100.0
	FREDERICKSBURG (12)	2005	JOINT VENTURE	0.7	7,241	100.0
	FREDERICKSBURG (12)	2005	JOINT VENTURE	0.3	3,076	100.0
	FREDERICKSBURG (12)	2005	JOINT VENTURE	0.6	5,892	100.0
	FREDERICKSBURG (12)	2005	JOINT VENTURE	0.5	5,020	100.0
	FREDERICKSBURG (12)	2005	JOINT VENTURE	0.7	7,256	100.0
	FREDERICKSBURG (12)	2005	JOINT VENTURE	0.5	4,828	100.0
	FREDERICKSBURG (12)	2005	JOINT VENTURE	0.3	3,000	100.0
	FREDERICKSBURG (12)	2005	JOINT VENTURE	3.3	33,179	100.0
	FREDERICKSBURG (12)	2005	JOINT VENTURE	0.4	3,822	100.0
	FREDERICKSBURG (12)	2005	JOINT VENTURE	0.3	3,028	100.0
	FREDERICKSBURG (12)	2005	JOINT VENTURE	0.4	4,352	100.0
	FREDERICKSBURG (12)	2005	JOINT VENTURE	0.7	7,000	100.0
	FREDERICKSBURG (12)	2005	JOINT VENTURE	1.0	10,125	100.0
	FREDERICKSBURG (12)	2005	JOINT VENTURE	1.0	10,125	100.0
	FREDERICKSBURG (12)	2005	JOINT VENTURE	0.2	2,170	100.0
	FREDERICKSBURG (12)	2005	JOINT VENTURE	0.7	7,200	100.0
	FREDERICKSBURG (12)	2005	JOINT VENTURE	0.2	1,762	100.0
	FREDERICKSBURG (12)	2005	JOINT VENTURE	0.8	7,993	100.0
	FREDERICKSBURG (12)	2005	JOINT VENTURE	1.0	10,125	100.0
	FREDERICKSBURG (8)	2004	JOINT VENTURE	11.2	141,857	100.0	KMART	2007	2032
	HARRISONBURG	1993	FEE	5.3	—	—
	HARRISONBURG (8) (3)	2004	JOINT VENTURE	12.3	150,404	91.3	KOHL'S	2024	2064	TOYS "R" US	2010	2040
	HARRISONBURG (9)	2002	JOINT VENTURE	14.0	139,956	48.7	FARMER JACK	2007	2037	CVS	2007	2017
	MANASSAS	1997	FEE	13.5	117,525	99.1	SUPER FRESH	2006	2026	JO-ANN FABRICS	2006	2011
	MANASSAS (13)	2005	JOINT VENTURE	8.9	107,233	100.0	BURLINGTON COAT FACTORY	2009	2030	AUTO ZONE	2010	2025
	RICHMOND	2002	FEE	8.5	84,683	100.0	BLOOM BROTHERS FURNITURE	2013	2023
	RICHMOND	1995	FEE	11.5	128,612	100.0	BURLINGTON COAT FACTORY	2010	2035
	RICHMOND	2005	GROUND LEASE (2056)/ JOINT VENTURE	14.6	127,801	99.1	UKROP'S	2010	2015	HARLEY DAVIDSON MOTORCYCLES	2006	2009
	RICHMOND (12)	2005	JOINT VENTURE	0.3	3,060	100.0
	ROANOKE	2004	FEE	7.7	81,789	100.0	DICK'S SPORTING GOODS	2019	2034	CIRCUIT CITY	2020	2040
	ROANOKE (8)	2005	JOINT VENTURE	30.2	301,923	86.4	MICHAELS	2009	2019	MARSHALLS	2013	2033	ROSS DRESS FOR LESS	2016	2036
	STAFFORD (12)	2005	JOINT VENTURE	0.4	4,211	100.0
	STAFFORD (12)	2005	JOINT VENTURE	0.4	4,400	100.0
	STAFFORD (12)	2005	JOINT VENTURE	0.7	7,310	100.0
	STAFFORD (12)	2005	JOINT VENTURE	0.4	3,549	100.0
	STAFFORD (12)	2005	JOINT VENTURE	9.9	101,042	100.0	GIANT FOOD	2027	2072	STAPLES	2017	2032	PETCO SUPPLIES & FISH	2012	2026
	STAFFORD (13)	2005	JOINT VENTURE	30.8	331,730	96.8	SHOPPERS FOOD	2023	2053	TJ MAXX	2016	2036	ROSS DRESS FOR LESS	2015	2035
	STERLING (11)	2004	FEE	103.3	737,503	100.0	WAL-MART	2021	2091	LOWE'S HOME CENTER	2021	2061	SAM'S	2021	2091
	STERLING (8)	2003	JOINT VENTURE	38.1	361,079	98.9	TOYS "R" US	2012	2037	MICHAELS	2011	2026	CIRCUIT CITY	2017	2037
	WOODBRIDGE	1973	GROUND LEASE (2072)/JOINT VENTURE	19.6	189,563	79.5	CAMPOS FURNITURE	2009		SALVATION ARMY	2009	2014	BOOT HILL	2011
	WOODBRIDGE (7) (3)	1998	JOINT VENTURE	54.0	494,283	97.2	LOWE'S HOME CENTER	2012	2032	SHOPPERS FOOD	2009	2044	BEST BUY	2010	2025
	WOODBRIDGE (8)	2004	JOINT VENTURE	27.6	272,174	87.5	LOWE'S HOME CENTER	2023	2053	ERNIE SULLINS	2006
WASHINGTON
	BELLINGHAM (7)	1998	JOINT VENTURE	20.0	188,885	99.2	BON HOME STORE	2012	2022	BEST BUY	2017	2032	BED BATH & BEYOND	2012	2027
	BELLEVUE (3)	2004	JOINT VENTURE	41.6	432,093	100.0	TARGET	2007	2037	MERVYN'S	2012	2037	NORDSTROM RACK	2012	2022
	FEDERAL WAY (7)	2000	JOINT VENTURE	17.0	200,126	98.0	QFC	2015	2045	JO-ANN FABRICS	2010	2030	BARNES & NOBLE	2011	2026
	SPOKANE (13)	2005	JOINT VENTURE	8.3	129,785	97.2	BED BATH & BEYOND	2011	2026	ROSS DRESS FOR LESS	2009	2019	RITE AID	2009	2039
	TUKWILA (7)	2003	JOINT VENTURE	45.9	459,071	100.0	THE BON MARCHE	2009	2019	BEST BUY	2016	2031	GART SPORTS	2014	2029
	VANCOUVER (4)	2003	JOINT VENTURE	32.5	77,000	100.0	OFFICE DEPOT	2015	2035	PETCO	2015	2025	PARTY CITY	2015	2025
WEST VIRGINIA
	CHARLES TOWN	1985	FEE	22.0	209,086	97.6	WAL-MART	2017	2047	STAPLES	2006
	HUNTINGTON	1993	FEE	19.5	2,400	100.0
	MARTINSBURG	1986	FEE	6.0	43,212	—
	SOUTH CHARLESTON	1999	FEE	14.8	188,833	95.8	KROGER	2008	2038	TJ MAXX	2011	2021
WISCONSIN
	RACINE	1988	FEE	14.2	157,150	68.2	PIGGLY WIGGLY	2015	2030	BIG LOTS	2010	2015
CANADA
ALBERTA
	SHOPPES @ SHAWNESSEY	2002	JOINT VENTURE	16.3	162,988	100.0	ZELLERS	2011	2096
	SHAWNESSY CENTRE	2002	JOINT VENTURE	30.6	306,010	100.0	FUTURE SHOP (BEST BUY)	2009	2024	LINEN N THINGS	2015	2025	BUSINESS DEPOT (STAPLES)	2013	2028
	BRENTWOOD	2002	JOINT VENTURE	31.2	312,331	100.0	CANADA SAFEWAY	2007	2032	SEARS WHOLE HOME	2010	2020	LINEN N THINGS	2016	2031
	SOUTH EDMONTON COMMON	2002	JOINT VENTURE	42.9	428,745	100.0	HOME OUTFITTERS	2016	2031	LONDON DRUGS	2020	2057	MICHAELS	2011	2026
	GRANDE PRAIRIE III	2002	JOINT VENTURE	6.3	63,413	100.0	MICHAELS	2011	2031	WINNERS (TJ MAXX)	2011	2026	JYSK LINEN	2012	2022

33

		YEAR DEVELOPED OR ACQUIRED	OWNERSHIP INTEREST/ (EXPIRATION) (2)	LAND AREA (ACRES)	LEASABLE AREA (SQ. FT.)		MAJOR LEASES
						PERCENT
						LEASED		LEASE	OPTION		LEASE	OPTION		LEASE	OPTION
	LOCATION					(1)	TENANT NAME	EXPIRATION	EXPIRATION	TENANT NAME	EXPIRATION	EXPIRATION	TENANT NAME	EXPIRATION	EXPIRATION
BRITISH COLUMBIA
	TILLICUM	2002	JOINT VENTURE	45.7	457,169	99.6	ZELLERS	2013	2098	SAFEWAY	2023	2053	WINNERS (TJ MAXX)	2008	2023
	PRINCE GEORGE	2001	JOINT VENTURE	37.3	372,725	95.2	OVERWAITEE	2018	2028	THE BAY	2013	2083	LONDON DRUGS	2017	2027
	STRAWBERRY HILL	2002	JOINT VENTURE	33.3	332,817	99.2	HOME DEPOT	2016	2041	CINEPLEX ODEON	2014	2024	WINNERS (TJ MAXX)	2009	2024
	MISSION	2001	JOINT VENTURE	25.7	256,592	98.8	OVERWAITEE	2018	2028	FAMOUS PLAYERS	2010	2030	LONDON DRUGS	2019	2046
	ABBOTSFORD	2002	JOINT VENTURE	21.5	215,213	100.0	ZELLERS	2052	2082	PETSMART	2013	2033	WINNERS (TJ MAXX)	2008	2023
	CLEARBROOK	2001	JOINT VENTURE	18.8	188,253	100.0	SAFEWAY	2007	2037	STAPLES	2012	2022	LANDMARK CINEMAS	2011	2021
	SURREY	2001	JOINT VENTURE	17.1	170,725	97.6	CANADA SAFEWAY	2011	2061	LONDON DRUGS	2011	2021
	LANGLEY POWER CENTER	2003	JOINT VENTURE	22.8	228,314	100.0	WINNERS (TJ MAXX)	2012	2027	MICHAELS	2011	2021	FUTURE SHOP (BEST BUY)	2012	2022
	LANGLEY GATE	2002	JOINT VENTURE	15.2	151,802	100.0	SEARS	2008	2018	PETSMART	2008	2038	WINNERS (TJ MAXX)	2007	2017
ONTARIO
	THICKSON RIDGE	2002	JOINT VENTURE	36.3	363,039	100.0	WINNERS (TJ MAXX)	2013	2023	FUTURE SHOP (BEST BUY)	2006	2016	SEARS WHOLE HOME	2012	2022
	SHOPPERS WORLD ALBION	2002	JOINT VENTURE	34.9	349,399	100.0	CANADIAN TIRE	2014	2029	FORTINO'S	2010	2030
	SHOPPERS WORLD DANFORTH	2002	JOINT VENTURE	32.9	328,820	99.8	ZELLERS	2009	2029	DOMINION	2018	2028	BUSINESS DEPOT (STAPLES)	2015	2030
	LINCOLN FIELDS	2002	JOINT VENTURE	29.0	289,531	93.8	WAL MART	2010	2025	LOEB (GROUND)	2009	2024	CAA OTTAWA	2007	2015
	404 TOWN CENTRE	2002	JOINT VENTURE	24.9	249,379	98.7	ZELLERS	2009	2024	A & P	2007	2027	NATIONAL GYM CLOTHING	2019	2024
	SUDBURY	2002	JOINT VENTURE	38.9	389,213	100.0	FAMOUS PLAYERS	2019	2039	BUSINESS DEPOT (STAPLES)	2014	2024	CHAPTERS	2010	2030
	CLARKSON CROSSING	2004	JOINT VENTURE	20.2	201,599	100.0	CANADIAN TIRE	2023	2043	A & P	2023	2048
	GREEN LANE CENTRE	2003	JOINT VENTURE	16.0	160,231	100.0	LINEN N THINGS	2014	2029	MICHAELS	2013	2033	PETSMART	2014	2039
	KENDALWOOD	2002	JOINT VENTURE	15.6	155,945	96.2	PRICE CHOPPER	2013	2038	VALUE VILLAGE	2008	2028	SHOPPERS DRUG MART	2011	2021
	LEASIDE	2002	JOINT VENTURE	13.3	133,035	100.0	CANADIAN TIRE	2006	2036	FUTURE SHOP (BEST BUY)	2006	2021	PETSMART	2012	2037
	DONALD PLAZA	2002	JOINT VENTURE	9.1	91,462	100.0	WINNERS (TJ MAXX)	2008	2023
	ST. LAURANT	2002	JOINT VENTURE	12.6	125,984	98.0	ZELLERS	2017	2046	LOEB	2008	2023
	BOULEVARD CENTRE III	2004	JOINT VENTURE	7.7	77,011	100.0	FOOD BASICS	2025	2055
	RIOCAN GRAND PARK	2003	JOINT VENTURE	11.9	118,637	100.0	SHOPPERS DRUG MART	2018	2038	WINNERS (TJ MAXX)	2014	2024	BUSINESS DEPOT (STAPLES)	2011	2021
	WALKER PLACE	2002	JOINT VENTURE	7.0	69,857	100.0	COMMISSO'S	2012	2032
	SCARBOROUGH	2005	JOINT VENTURE	2.3	20,506	100.0	AGINCOURT NISSAN LIMITED	2020
	SCARBOROUGH	2005	JOINT VENTURE	1.8	13,433	100.0	MORNINGSIDE NISSAN LIMITED	2020
	MARKETPLACE TORONTO	2002	JOINT VENTURE	16.4	164,121	100.0	WINNERS (TJ MAXX)	2014		MARK'S WORK WEARHOUSE	2015		SEARS APPLIANCE	2015
	SUDBURY(4)	2004	JOINT VENTURE	14.1	170,000	100.0	WINNERS (TJ MAXX)	2015		LINEN N THINGS	2016		MICHAELS	2015
PRINCE EDWARD ISLAND
	CHARLOTTETOWN	2002	JOINT VENTURE	39.0	389,936	98.9	ZELLERS	2019	2079	WINNERS (TJ MAXX)	2009	2019	WEST ROYALTY FITNESS	2010	2015
QUEBEC
	GREENFIELD PARK	2002	JOINT VENTURE	36.4	364,003	100.0	WINNERS (TJ MAXX)	2011	2021	BUREAU EN GROS (STAPLES)	2007	2022	GUZZO CINEMA	2019	2039
	JACQUES CARTIER	2002	JOINT VENTURE	21.3	213,461	96.4	GUZZO CINEMA	2010	2040	VALUE VILLAGE	2008	2028	IGA	2012	2022
	CHATEAUGUAY	2002	JOINT VENTURE	21.1	211,391	99.2	SUPER C	2008	2028	HART	2015	2025
MEXICO
	SALTILLO PLAZA	2002	JOINT VENTURE	17.5	174,704	99.3	HEB
	NUEVO LEON	2002	JOINT VENTURE	26.7	267,322	91.9	HEB
	JUAREZ	2003	JOINT VENTURE	24.0	240,224	81.9	SORIANA
	SAN LUIS	2004	FEE	12.2	121,943	95.9	HEB
	ACAPULCO	2005	FEE	17.0	170,223	100.0	WAL-MART
	CANCUN	2005	FEE	9.2	92,152	87.9	WAL-MART
	HUEHUETOCA (4)	2004	JOINT VENTURE	9.8	144,000	100.0	WAL-MART
	REYNOSA (4)	2004	JOINT VENTURE	16.4	326,000	100.0	HEB
	PACHUCA (4)	2005	JOINT VENTURE	13.7	102,000	100.0	HOME DEPOT
	SALTILLO (4)	2005	FEE	25.8	149,000	100.0	HEB
	PACHUCA (4)	2005	FEE	11.2	120,000	100.0	WAL-MART
	TUXTEPEC (4)	2005	JOINT VENTURE	5.3	104,000	100.0	WAL-MART
	GUADALAJARA (4)	2005	JOINT VENTURE	24.0	291,000	100.0	WAL-MART
	GUADALAJARA (4)	2005	JOINT VENTURE	11.5	69,000	100.0	WAL-MART
	TLALNEPANTLA (4)	2005	JOINT VENTURE	14.7	195,000	100.0	WAL-MART
	TIJUANA (4)	2005	JOINT VENTURE	38.7	182,000	100.0	WAL-MART
	MEXICO CITY (4)	2005	FEE	0.9	22,000	100.0	MERCEDES BENZ
	TOTAL 744 PROPERTY INTERESTS	11,963	103,284,815
ACQUISITIONS SUBSEQUENT TO DECEMBER 31, 2005 THROUGH FEBRUARY 6, 2006
CALIFORNIA
	CHICO	2006	FEE	2.0	19,560	100.0
	CORNING	2006	FEE	1.1	11,350	100.0
	ELK GROVE	2006	FEE	3.0	30,130	100.0
	ELK GROVE	2006	FEE	0.8	7,880	100.0
	JACKSON	2006	FEE	6.8	67,665	100.0	RALEY'S SUPERMARKETS	2024
	JACKSON	2006	FEE	9.9	23,100	100.0
	MANTECA	2006	FEE	1.9	19,455	100.0
	MERCED	2006	FEE	4.0	27,350	100.0
	NAPA	2006	FEE	35.0	349,530	100.0	TARGET	2020		HOME DEPOT	2018		RALEY'S SUPERMARKETS	2020
	POLLOCK PINES	2006	FEE	1.2	12,000	100.0
	RED BLUFF	2006	FEE	2.3	23,200	89.7
	REDDING	2006	FEE	2.2	21,876	100.0
	SACRAMENTO	2006	FEE	2.0	20,103	100.0
	STOCKTON	2006	FEE	4.6	45,615	100.0
	TRUCKEE	2006	FEE	2.7	26,553	77.5
	TURLOCK	2006	FEE	2.2	22,415	100.0
HAWAII
	KIHEI	2006	FEE	1.8	17,897	100.0
NEVADA
	RENO	2006	FEE	3.1	31,317	100.0
	RENO	2006	FEE	3.7	36,627	100.0
TEXAS
	HOUSTON	2006	JOINT VENTURE	35.0	350,398	96.5	MICHAELS	2011		MARSHALLS	2011		BED BATH & BEYOND	2012
	ALLEN	2006	JOINT VENTURE	2.1	21,162	100.0
	COLLEYVILLE	2006	JOINT VENTURE	2.0	20,188	100.0

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		YEAR DEVELOPED OR ACQUIRED	OWNERSHIP INTEREST/ (EXPIRATION) (2)	LAND AREA (ACRES)	LEASABLE AREA (SQ. FT.)			MAJOR LEASES
							PERCENT
							LEASED		LEASE	OPTION		LEASE	OPTION		LEASE	OPTION
	LOCATION						(1)	TENANT NAME	EXPIRATION	EXPIRATION	TENANT NAME	EXPIRATION	EXPIRATION	TENANT NAME	EXPIRATION	EXPIRATION
DISPOSITIONS SUBSEQUENT TO DECEMBER 31, 2005 THROUGH FEBRUARY 6, 2006
ILLINOIS
	CHICAGO	1997	FEE	6.0	86,894		100.0	KMART	2024	2054
NORTH CAROLINA
	WILSON (9) (6)	2002	JOINT VENTURE	16.7	167,207		11.4
	RETAIL STORE LEASES (14)	1995/ 1997	LEASEHOLD	—	2,009,119		99.9
OTHER REAL ESTATE INVESTMENTS
	AI PORTFOLIO (VARIOUS CITIES)	2005	JOINT VENTURE	128.5	5,671,130		100.0	GOODYEAR
	THREE NON-RETAIL ASSETS	2005		20.6	898,288		100.0
	GRAND TOTAL 847 PROPERTY INTERESTS			12,070	112,814,622	(15)
(1)	PERCENT LEASED INFORMATION AS OF DECEMBER 31, 2005 OR DATE OF ACQUISITION IF ACQUIRED SUBSEQUENT TO DECEMBER 31, 2005.
(2)	THE TERM "JOINT VENTURE" INDICATES THAT THE COMPANY OWNS THE PROPERTY IN CONJUNCTION WITH ONE OR MORE JOINT VENTURE PARTNERS. THE DATE INDICATED IS THE EXPIRATION DATE OF ANY GROUND LEASE AFTER GIVING AFFECT TO ALL RENEWAL PERIODS.
(3)	DENOTES REDEVELOPMENT PROJECT.
(4)	DENOTES GROUND-UP DEVELOPMENT PROJECT. THE SQUARE FOOTAGE SHOWN REPRESENTS THE COMPLETED LEASEABLE AREA.
(5)	DENOTES UNDEVELOPED LAND.
(6)	SOLD OR TERMINATED SUBSEQUENT TO DECEMBER 31, 2005.
(7)	DENOTES PROPERTY INTEREST IN KIMCO INCOME REIT ("KIR").
(8)	DENOTES PROPERTY INTEREST IN KIMCO RETAIL OPPORTUNITY PORTFOLIO ("KROP").
(9)	DENOTES PROPERTY INTEREST IN KIMSOUTH REALTY, INC.
(10)	DENOTES PROPERTY INTEREST IN KIMCO INCOME FUND I.
(11)	DENOTES PROPERTY INTEREST IN PL REALTY LLC.
(12)	DENOTES PROPERTY INTEREST IN OTHER INSTITUTIONAL PROGRAMS.
(13)	DENOTES PROPERTY INTEREST IN UBS.
(14)	THE COMPANY HOLDS INTERESTS IN 22 RETAIL STORE LEASES RELATED TO THE ANCHOR STORE PREMISES IN NEIGHBORHOOD AND COMMUNITY SHOPPING CENTERS.
(15)	DOES NOT INCLUDE 43 FNC REALTY PROPERTIES COMPRISING OF 803K SQUARE FEET, 156 PREFERRED EQUITY INTERESTS CONSISTING OF APPROXIMATELY 12.1 MILLION SQUARE FEET AND 9.8 MILLION SQUARE FEET OF PROJECTED LEASEABLE AREA RELATED TO THE GROUND-UP DEVELOPMENT PROJECTS.

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Executive Officers of the Registrant

The following table sets forth information with respect to the executive officers of the Company as of January 31, 2006.

Name	Age	Position	Since
Milton Cooper	77	Chairman of the Board of Directors and Chief Executive Officer	1991
Michael J. Flynn	70	Vice Chairman of the Board of Directors and President and Chief Operating Officer	1996 1997
David B. Henry	57	Vice Chairman of the Board of Directors and Chief Investment Officer	2001
Thomas A. Caputo	59	Executive Vice President	2000
Glenn G. Cohen	42	Vice President - Treasurer	2000 1997
Raymond Edwards	43	Vice President – Retail Property Solutions	2001
Jerald Friedman	61	President, KDI and Executive Vice President	2000 1998
Bruce M. Kauderer	59	Vice President – Legal General Counsel and Secretary	1995 1997
Michael V. Pappagallo	47	Executive Vice President - Chief Financial Officer	2005 1997

David B. Henry has been Chief Investment Officer since April 2001 and Vice Chairman of the Board of Directors since May 2001.  Mr. Henry served as the Chief Investment Officer and Senior Vice President of General Electric’s GE Capital Real Estate business and Chairman of GE Capital Investment Advisors for more than five years prior to joining the Company.

Raymond Edwards has been Vice President – Retail Property Solutions since July 2001.  Prior to joining the Company in July 2001, Mr. Edwards was Senior Vice President, Managing Director of SBC Group from 1998 to July 2001. SBC Group is a privately held company that acquires and invests in assets of retail companies.  Previously, Mr. Edwards worked for 13 years at Keen Realty Consultants Inc. responsible for the marketing and disposition of real estate for retail operators including Caldor, Bonwit Teller, Alexander’s and others.

The executive officers of the Company serve in their respective capacities for approximate one-year terms and are subject to re-election by the Board of Directors, generally at the time of the Annual Meeting of the Board of Directors following the Annual Meeting of Stockholders.

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PART II

Item 5.  Market for the Registrant’s Common Equity and Related Shareholder Matters

Market Information  The following table sets forth the common stock offerings completed by the Company during the three-year period ended December 31, 2005.  The Company’s common stock was sold for cash at the following offering prices per share:

Offering Date	Offering Price
June 2003	$ 18.36
September 2003	$ 20.42

The table below sets forth, for the quarterly periods indicated, the high and low sales prices per share reported on the NYSE Composite Tape and declared dividends per share for the Company’s common stock.  The Company’s common stock is traded under the trading symbol “KIM”.

	Stock Price
Period	High		Low		Dividends
2005:
First Quarter	$	29.09	$	25.90	$	0.305
Second Quarter	$	30.00	$	26.17	$	0.305
Third Quarter	$	33.35	$	29.19	$	0.330
Fourth Quarter	$	33.21	$	27.81	$	0.330	(a)
2004:
First Quarter	$	25.66	$	21.88	$	0.285
Second Quarter	$	25.60	$	19.77	$	0.285
Third Quarter	$	25.90	$	22.42	$	0.285
Fourth Quarter	$	29.64	$	25.27	$	0.305

(a) Paid on January 17, 2006, to stockholders of record on January 3, 2006.

Holders  The number of holders of record of the Company’s common stock, par value $0.01 per share, was 2,243 as of January 31, 2006.

Dividends  Since the IPO, the Company has paid regular quarterly dividends to its stockholders. While the Company intends to continue paying regular quarterly dividends, future dividend declarations will be at the discretion of the Board of Directors and will depend on the actual cash flow of the Company, its financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Code and such other factors as the Board of Directors deems relevant. The Company is required by the Internal Revenue Code of 1986, as amended, to distribute at least 90% of its REIT taxable income. The actual cash flow available to pay dividends will be affected by a number of factors, including the revenues received from rental properties, the operating expenses of the Company, the interest expense on its borrowings, the ability of lessees to meet their obligations to the Company and any unanticipated capital expenditures.

The Company has determined that the $1.25 dividend per common share paid during 2005 represented 86% ordinary income and a 14% capital gain to its stockholders and the $1.14 dividend per common share paid during 2004 represented 83% ordinary income and 17% return of capital to its stockholders.

In addition to its common stock offerings, the Company has capitalized the growth in its business through the issuance of unsecured fixed and floating-rate medium-term notes, underwritten bonds, mortgage debt and construction loans, convertible preferred stock and perpetual preferred stock.  Borrowings under the Company’s revolving credit facilities have also been an interim source of funds to both finance the purchase of properties and other investments and meet any short-term working capital requirements.  The various instruments governing the Company’s issuance of its unsecured public debt, bank debt, mortgage debt and preferred stock impose certain restrictions on the Company with regard to dividends, voting, liquidation and other preferential rights available to the holders of such instruments.  See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Notes 11 and 16 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.

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The Company does not believe that the preferential rights available to the holders of its Class F Preferred Stock, the financial covenants contained in its public bond Indenture, as amended, or its revolving credit agreements will have an adverse impact on the Company’s ability to pay dividends in the normal course to its common stockholders or to distribute amounts necessary to maintain its qualification as a REIT.

The Company maintains a dividend reinvestment and direct stock purchase plan (the “Plan”) pursuant to which common and preferred stockholders and other interested investors may elect to automatically reinvest their dividends to purchase shares of the Company’s common stock or, through optional cash payments, purchase shares of the Company’s common stock.  The Company may, from time to time, either (i) purchase shares of its common stock in the open market or (ii) issue new shares of its common stock for the purpose of fulfilling its obligations under the Plan.

Item 6.  Selected Financial Data

The following table sets forth selected, historical consolidated financial data for the Company and should be read in conjunction with the Consolidated Financial Statements of the Company and Notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this annual report on Form 10-K.

The Company believes that the book value of its real estate assets, which reflects the historical costs of such real estate assets less accumulated depreciation, is not indicative of the current market value of its properties.  Historical operating results are not necessarily indicative of future operating performance.

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	Year ended December 31, (2)
	2005		2004		2003		2002		2001
	(in thousands, except per share information)
Operating Data:
Revenues from rental property (1)	$	522,545	$	507,641	$	466,225	$	419,038	$	415,064
Interest expense (3)	$	127,711	$	107,177	$	102,391	$	84,885	$	86,088
Depreciation and amortization (3)	$	105,942	$	99,616	$	83,212	$	68,096	$	65,761
Gain on sale of development properties	$	33,636	$	16,835	$	17,495	$	15,880	$	13,418
Gain on transfer/sale of operating properties,net (3)	$	2,833	$	—	$	3,177	$	—	$	3,040
Provision for income taxes	$	11,254	$	8,320	$	8,514	$	12,904	$	19,376
Income from continuing operations	$	334,083	$	281,019	$	243,586	$	235,610	$	210,875
Income per common share, from continuing operations:
Basic	$	1.42	$	1.21	$	1.03	$	1.04	$	0.97
Diluted	$	1.40	$	1.19	$	1.02	$	1.03	$	0.95
Weighted average number of shares of common stock:
Basic		226,641		222,859		214,184		208,916		192,634
Diluted		230,868		227,143		217,540		210,922		202,326
Cash dividends declared per common share	$	1.27	$	1.16	$	1.10	$	1.05	$	0.98

	December 31,
	2005			2004			2003			2002			2001
Balance Sheet Data:
Real estate, before accumulated depreciation	$	4,560,406		$	4,092,222		$	4,174,664		$	3,398,971		$	3,201,364
Total assets	$	5,534,636		$	4,749,597		$	4,641,092		$	3,758,350		$	3,387,342
Total debt	$	2,691,196		$	2,118,622		$	2,154,948		$	1,576,982		$	1,328,079
Total stockholders' equity	$	2,387,214		$	2,236,400		$	2,135,846		$	1,908,800		$	1,892,647
Cash flow provided by operations	$	410,797		$	365,176		$	308,632		$	278,931		$	287,444
Cash flow used for investing activities	$	(716,015	)	$	(299,597	)	$	(637,636	)	$	(396,655	)	$	(150,059	)
Cash flow provided by (used for) financing activities	$	343,271		$	(75,647	)	$	341,330		$	59,839		$	(62,635	)

(1)	Does not include (i) revenues from rental property relating to unconsolidated joint ventures, (ii) revenues relating to the investment in retail stores leases and (iii) revenues from properties included in discontinued operations.
(2)	All years have been adjusted to reflect the impact of operating properties sold during the years ended December 31, 2005, 2004, 2003 and 2002 and properties classified as held for sale as of December 31, 2005, which are reflected in discontinued operations in the Consolidated Statements of Income.
(3)	Does not include amounts reflected in discontinued operations.

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Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in this annual report on Form 10-K. Historical results and percentage relationships set forth in the Consolidated Statements of Income contained in the Consolidated Financial Statements, including trends which might appear, should not be taken as indicative of future operations.

Executive Summary

Kimco Realty Corporation is one of the nation’s largest publicly-traded owners and operators of neighborhood and community shopping centers.  As of February 6, 2006, the Company had interests in 1,046 properties totaling approximately 135.5 million square feet of GLA located in 44 states, Canada and Mexico.

The Company is self-administered and self-managed through present management, which has owned and managed neighborhood and community shopping centers for over 45 years. The executive officers are engaged in the day-to-day management and operation of real estate exclusively with the Company, with nearly all operating functions, including leasing, asset management, maintenance, construction, legal, finance and accounting, administered by the Company.

In connection with the Tax Relief Extension Act of 1999 (the “RMA”), which became effective January 1, 2001, the Company is now permitted to participate in activities which it was precluded from previously in order to maintain its qualification as a Real Estate Investment Trust (“REIT”), so long as these activities are conducted in entities which elect to be treated as taxable subsidiaries under the Code, subject to certain limitations. As such, the Company, through its taxable REIT subsidiaries, is engaged in various retail real estate-related opportunities including (i) merchant building, through its Kimco Developers, Inc. (“KDI”) subsidiary, which is primarily engaged in the ground-up development of neighborhood and community shopping centers and the subsequent sale thereof upon completion, (ii) retail real estate advisory and disposition services, which primarily focuses on leasing and disposition strategies of retail real estate controlled by both healthy and distressed and/or bankrupt retailers and (iii) acting as an agent or principal in connection with tax deferred exchange transactions. The Company will consider other investments through taxable REIT subsidiaries should suitable opportunities arise.

In addition, the Company continues to capitalize on its established expertise in retail real estate by establishing other ventures in which the Company owns a smaller equity interest and provides management, leasing and operational support for those properties.  The Company also provides preferred equity capital for real estate entrepreneurs and provides real estate capital and advisory services to both healthy and distressed retailers.  The Company also makes selective investments in secondary market opportunities where a security or other investment is, in management’s judgment, priced below the value of the underlying real estate.

The Company’s strategy is to maintain a strong balance sheet while investing opportunistically and selectively. The Company intends to continue to execute its plan of delivering solid growth in earnings and dividends.  As a result of the improved 2005 performance, the Board of Directors increased the quarterly dividend per common share to $0.33 from $0.305, effective for the fourth quarter of 2005.

Critical Accounting Policies

The Consolidated Financial Statements of the Company include the accounts of the Company, its wholly-owned subsidiaries and all entities in which the Company has a controlling interest including where the Company has been determined to be a primary beneficiary of a variable interest entity in accordance with the provisions and guidance of Interpretation No. 46 (R), Consolidation of Variable Interest Entities or meets certain criteria of a sole general partner or managing member in accordance with Emerging Issues Task Force (“EITF”) Issue 04-5, Investor’s Accounting for an Investment in a Limited Partnership when the Investor is the Sole General Partner and the Limited Partners have Certain Rights (“EITF 04-5”).  The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions in certain circumstances that affect amounts reported in the accompanying Consolidated Financial Statements and related notes.  In preparing these financial statements, management has made its best estimates and assumptions that affect the reported amounts of assets and liabilities.  These estimates are based on, but not limited to, historical results, industry standards and current economic conditions, giving due

40

consideration to materiality.  The most significant assumptions and estimates relate to revenue recognition and the recoverability of trade accounts receivable, depreciable lives and valuation of real estate.  Application of these assumptions requires the exercise of judgment as to future uncertainties and, as a result, actual results could differ from these estimates.

          Revenue Recognition and Accounts Receivable

Base rental revenues from rental property are recognized on a straight-line basis over the terms of the related leases.  Certain of these leases also provide for percentage rents based upon the level of sales achieved by the lessee.  These percentage rents are recorded once the required sales level is achieved.  Operating expense reimbursements are recognized as earned.  Rental income may also include payments received in connection with lease termination agreements.  In addition, leases typically provide for reimbursement to the Company of common area maintenance, real estate taxes and other operating expenses. 

The Company makes estimates of the uncollectability of its accounts receivable related to base rents, expense reimbursements and other revenues.  The Company analyzes accounts receivable and historical bad debt levels, customer credit-worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts.  In addition, tenants in bankruptcy are analyzed and estimates are made in connection with the expected recovery of pre-petition and post-petition claims.  The Company’s reported net income is directly affected by management’s estimate of the collectability of accounts receivable.

          Real Estate

The Company’s investments in real estate properties are stated at cost, less accumulated depreciation and amortization.  Expenditures for maintenance and repairs are charged to operations as incurred.  Significant renovations and replacements, which improve and extend the life of the asset, are capitalized.

Upon acquisition of operating real estate properties, the Company estimates the fair value of acquired tangible assets (consisting of land, building and improvements) and identified intangible assets and liabilities (consisting of above and below-market leases, in-place leases and tenant relationships) and assumed debt in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141, Business Combinations.  Based on these estimates, the Company allocates the purchase price to the applicable assets and liabilities.  The Company utilizes methods similar to those used by independent appraisers in estimating the fair value of acquired assets and liabilities.  The useful lives of amortizable intangible assets are evaluated each reporting period with any changes in estimated useful lives being accounted for over the revised remaining useful life.

Depreciation and amortization are provided on the straight-line method over the estimated useful lives of the assets, as follows:

Buildings	15 to 50 years
Fixtures, building and leasehold improvements (including certain identified intangible assets)	Terms of leases or useful lives, whichever is shorter

The Company is required to make subjective assessments as to the useful lives of its properties for purposes of determining the amount of depreciation to reflect on an annual basis with respect to those properties.  These assessments have a direct impact on the Company’s net income.

Real estate under development on the Company’s Consolidated Balance Sheets represents ground-up development of neighborhood and community shopping center projects which are subsequently sold upon completion.  These assets are carried at cost and no depreciation is recorded.  The cost of land and buildings under development includes specifically identifiable costs.  The capitalized costs include pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and related costs of personnel directly involved and other costs incurred during the period of development.  The Company ceases cost capitalization when the property is held available for occupancy upon substantial completion of tenant improvements, but no later than one year from the completion of major construction activity.  If, in management’s opinion, the estimated net sales price of these assets is less than the net carrying value, an adjustment to the carrying value would be recorded to reflect the estimated fair value of the property.  A gain on the sale of these assets is generally recognized using the full accrual method in accordance with the provisions of SFAS No. 66, Accounting for Real Estate Sales.

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          Long Lived Assets

On a periodic basis, management assesses whether there are any indicators that the value of the real estate properties (including any related amortizable intangible assets or liabilities) may be impaired.  A property value is considered impaired only if management’s estimate of current and projected operating cash flows (undiscounted and without interest charges) of the property over its remaining useful life is less than the net carrying value of the property.  Such cash flow projections consider factors such as expected future operating income, trends, and prospects, as well as the effects of demand, competition and other factors.  To the extent impairment has occurred, the carrying value of the property would be adjusted to an amount to reflect the estimated fair value of the property.

When a real estate asset is identified by management as held for sale, the Company ceases depreciation of the asset and estimates the sales price of such asset net of selling costs.  If, in management’s opinion, the net sales price of the asset is less than the net book value of such asset, an adjustment to the carrying value would be recorded to reflect the estimated fair value of the property.

The Company is required to make subjective assessments as to whether there are impairments in the value of its real estate properties, investments in joint ventures and other investments.  The Company’s reported net income is directly affected by management’s estimate of impairments and/or valuation allowances.

Results of Operations

          Comparison 2005 to 2004

Revenues from rental property increased $14.9 million or 2.9% to $522.5 million for the year ended December 31, 2005, as compared with $507.6 million for the year ended December 31, 2004.  This net increase resulted primarily from the combined effect of (i) acquisitions during 2005 and 2004 providing incremental revenues of $33.8 million for the year ended December 31, 2005, and (ii) an overall increase in shopping center portfolio occupancy to 94.6% at December 31, 2005, as compared to 93.6% at December 31, 2004 and the completion of certain redevelopment projects and tenant buyouts providing incremental revenues of approximately $18.1 million for the year ended December 31, 2005, as compared to the corresponding periods last year, offset by (iii) a decrease in revenues of approximately $37.0 million for the year ended December 31, 2005, as compared to the corresponding period last year, resulting from the sale of certain properties and the transfer of operating properties to various unconsolidated joint venture entities during 2005 and 2004.

Rental property expenses, including depreciation and amortization, increased approximately $14.0 million or 6.1% to $243.9 million for the year ended December 31, 2005, as compared with $229.9 million for the preceding year. These increases are primarily due to operating property acquisitions during 2005 and 2004, which were partially offset by property dispositions and operating properties transferred to various unconsolidated joint venture entities.

Mortgage and other financing income increased $12.6 million to $27.6 million for the year ended December 31, 2005, as compared to $15.0 million for the year ended December 31, 2004. This increase primarily relates to a $14.0 million prepayment fee received by the Company relating to the early repayment by Shopko of its outstanding loan with the Company.

Management and other fee income increased approximately $5.0 million to $30.5 million for the year ended December 31, 2005, as compared to $25.4 million in the corresponding period in 2004. This increase is primarily due to incremental fees earned from growth in the co-investment programs.

General and administrative expenses increased approximately $12.6 million to $56.8 million for the year ended December 31, 2005, as compared to $44.2 million in the preceding calendar year. This increase is primarily due to (i) a $1.4 million increase in professional fees, due in part to compliance with section 404 of the Sarbanes-Oxley Act, (ii) a $3.0 million increase due to the expensing of the value attributable to stock options granted, and (iii) increased personnel and systems related costs associated with the growth of the Company.

Interest, dividends and other investment income increased approximately $9.6 million to $28.4 million for the year ended December 31, 2005, as compared to $18.7 million in 2004. This increase is primarily due to greater dividend income and realized gains on the sale

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of certain marketable securities during 2005 as compared to the preceding year.

Interest expense increased $20.5 million to $127.7 million for the year ended December 31, 2005, as compared with $107.2 million for the year ended December 31, 2004. This increase is primarily due to an overall increase in average borrowings outstanding during the year ended December 31, 2005, as compared to the preceding year, resulting from the funding of investment activity during 2005.

Income from other real estate investments increased $27.8 million to $57.9 million for the year ended December 31, 2005, as compared to $30.1 million for the preceding year. This increase is primarily due to increased investment in the Company’s Preferred Equity program, which contributed income of $32.8 million during 2005, including an aggregate of approximately $12.6 million of promoted interests earned from six capital transactions during 2005, as compared to $11.4 million in 2004.

Equity in income of real estate joint ventures, net increased $21.1 million to $77.5 million for the year ended December 31, 2005, as compared with $56.4 million for the corresponding period in 2004.  This increase is primarily attributable to (i) the increased equity in income from the Kimco Income REIT joint venture investment (“KIR”) resulting from the sale of two operating properties during 2005 which provided an aggregate gain of $20.2 million, of which the pro-rata share to the Company was $8.7 million, (ii) increased equity in income in three joint venture investments resulting from the sale of two operating properties and one development property during 2005, which provided aggregate gains of approximately $17.9 million, of which the pro-rata share to the Company was approximately $8.8 million, and (iii) the Company’s growth of its various other real estate joint ventures.  The Company has made additional capital investments in these and other joint ventures for the acquisition of additional shopping center properties throughout 2005 and 2004.

During 2005, KDI, the Company’s wholly-owned development taxable REIT subsidiary, in separate transactions, sold six recently completed projects and 41 out-parcels for approximately $264.1 million. These sales provided gains of approximately $22.8 million, net of income taxes of approximately $10.8 million.

During 2004, KDI, the Company’s wholly-owned development taxable REIT subsidiary, in separate transactions, sold five recently completed projects, three completed phases of projects and 28 out-parcels for approximately $169.4 million.  These sales provided gains of approximately $12.4 million, net of income taxes of approximately $4.4 million.

During 2005, the Company (i) disposed of, in separate transactions, 20 operating properties for an aggregate sales price of approximately $93.3 million, (ii) transferred three operating properties to KROP for an aggregate price of approximately $49.0 million, (iii) transferred 52 operating properties to various joint ventures in which the Company has non-controlling interests ranging from 15% to 50% for an aggregate price of approximately $183.1 million.  For the year ended December 31, 2005, these transactions resulted in gains of approximately $31.9 million and a loss on sale/transfer from four of the properties for $5.2 million.

During 2004, the Company (i) disposed of, in separate transactions, 16 operating properties and one ground lease for an aggregate sales price of approximately $81.1 million, including the assignment of approximately $8.0 million of non-recourse mortgage debt encumbering one of the properties; cash proceeds of approximately $16.9 million from the sale of two of these properties were used in a 1031 exchange to acquire shopping center properties located in Roanoke, VA, and Tempe, AZ, (ii) transferred 17 operating properties to KROP for an aggregate price of approximately $197.9 million and (iii) transferred 21 operating properties to various co-investment ventures in which the Company has non-controlling interests ranging from 10% to 30% for an aggregate price of approximately $491.2 million. For the year ended December 31, 2004, these dispositions resulted in gains of approximately $15.8 million and a loss on sale from three of the properties of approximately $5.1 million.

As part of the Company’s periodic assessment of its real estate properties with regard to both the extent to which such assets are consistent with the Company’s long-term real estate investment objectives and the performance and prospects of each asset, the Company determined in 2004 that its investment in an operating property comprised of approximately 0.1 million square feet of GLA, with a net book value of $3.8 million, might not be fully recoverable. Based upon management’s assessment of current market conditions and lack of demand for the property, the Company reduced its anticipated holding period of this investment. As a result of the reduction in the anticipated holding period, together with reassessment of the potential future operating cash flow for the property and the effects of current market conditions, the Company determined that its investment in this asset was

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not fully recoverable and recorded an adjustment of property carrying value of approximately $3.0 million in 2004.  This adjustment was included, along with the related property operations in the line Income from discontinued operating properties, in the Company’s Consolidated Statements of Income.

For those property dispositions for which SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (“SFAS No. 144”) is applicable, the operations and gain or loss on the sale of the property have been included in the caption Discontinued operations in the Company’s Consolidated Statements of Income.

Net income for the year ended December 31, 2005, was $363.6 million, compared to $297.1 million for the year ended December 31, 2004.  On a diluted per share basis, net income increased $0.26 to $1.52 for the year ended December 31, 2005, as compared to $1.26 for the previous year.  This increase is attributable to (i) increased income from other real estate investments, primarily from the Company’s Preferred Equity program, (ii) an increase in equity in income of real estate joint ventures achieved from gains on sales of joint venture operating properties and additional capital investments in the Company’s joint venture programs for the acquisition of additional shopping center properties throughout 2005 and 2004, (iii) increased income contributed from mortgage and other financing receivables as compared to last year and (iv) increased gains on sale/transfer of development and operating properties during 2005, as compared to the same period during 2004.

          Comparison 2004 to 2003

Revenues from rental property increased $41.4 million or 8.9% to $507.6 million for the year ended December 31, 2004, as compared with $466.2 million for the year ended December 31, 2003.  This net increase resulted primarily from the combined effect of (i) acquisitions during 2004 and 2003 providing incremental revenues of $40.4 million for the year ended December 31, 2004, and (ii) an overall increase in shopping center portfolio occupancy to 93.6% at December 31, 2004, as compared to 90.7% at December 31, 2003 and the completion of certain redevelopment projects and tenant buyouts providing incremental revenues of approximately $16.6 million for the year ended December 31, 2004, as compared to the corresponding periods last year, offset by (iii) a decrease in revenues of approximately $15.6 million for the year ended December 31, 2004, as compared to the corresponding period last year, resulting from the sale of certain properties and the transfer of operating properties to various unconsolidated joint venture entities during 2004 and 2003.

Rental property expenses, including depreciation and amortization, increased approximately $26.3 million or 12.9% to $229.9 million for the year ended December 31, 2004, as compared with $203.5 million for the preceding year. This increase was primarily due to operating property acquisitions during 2004 and 2003, which were partially offset by property dispositions and operating properties transferred to various unconsolidated joint venture entities.

Mortgage and other financing income decreased $3.8 million to $15.0 million for the year ended December 31, 2004, as compared to $18.9 million for the year ended December 31, 2003. This decrease was primarily due to lower interest and financing income earned related to certain real estate lending activities during 2004 as compared to the preceding year.

Management and other fee income increased approximately $10.1 million to $25.4 million for the year ended December 31, 2004, as compared to $15.3 million in the corresponding period in 2003. This increase was primarily due to incremental fees earned from growth in the co-investment programs and fees earned from disposition services provided to various retailers.

General and administrative expenses increased approximately $5.9 million to $44.2 million for the year ended December 31, 2004, as compared to $38.3 million in the preceding calendar year. This increase was primarily due to (i) a $0.9 million increase in professional fees, mainly attributable to compliance with section 404 of the Sarbanes-Oxley Act, (ii) a $1.6 million increase due to the expensing of the value attributable to stock options granted, (iii) increased staff levels related to the growth of the Company and (iv) other personnel-related costs, associated with a realignment of our regional operations.

Other income/(expense), net increased approximately $14.2 million to $10.1 million for the year ended December 31, 2004, as compared to the preceding year. This increase was primarily due to a prior-year write-down in the carrying value of the Company’s equity investment in Frank’s Nursery, Inc., offset by increased income in 2004 from other equity investments.

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Interest expense increased $4.8 million to $107.2 million for the year ended December 31, 2004, as compared with $102.4 million for the year ended December 31, 2003. This increase was primarily due to an overall increase in average borrowings outstanding during the year ended December 31, 2004, as compared to the preceding year, resulting from the funding of investment activity during 2004.

During 2003, the Company reached agreement with certain lenders in connection with three individual non-recourse mortgages encumbering three former Kmart sites. The Company paid approximately $14.2 million in full satisfaction of these loans, which aggregated approximately $24.0 million. As a result of these transactions, the Company recognized a gain on early extinguishment of debt of approximately $9.7 million during 2003.

Income from other real estate investments increased $7.3 million to $30.1 million for the year ended December 31, 2004, as compared to $22.8 million for the preceding year. This increase was primarily due to increased investment in the Company’s Preferred Equity program, which contributed income of $11.4 million during 2004, as compared to $4.6 million in 2003.

Equity in income of real estate joint ventures, net increased $14.1 million to $56.4 million for the year ended December 31, 2004, as compared with $42.3 million for the preceding year. This increase was primarily attributable to the equity in income from the increased investment in the RioCan joint venture investment (“RioCan Venture”), the Kimco Retail Opportunity Portfolio joint venture investment (“KROP”) and the Company’s growth of its various other real estate joint ventures. The Company had made additional capital investments in these and other joint ventures for the acquisition of additional shopping center properties throughout 2004 and 2003.

During 2004, KDI, the Company’s wholly-owned development taxable REIT subsidiary, in separate transactions, sold 28 out-parcels, three completed phases of projects and five recently completed projects for approximately $169.4 million. These sales provided gains of approximately $12.4 million, net of income taxes of approximately $4.4 million.

During the year ended December 31, 2003, KDI sold four projects and 26 out-parcels, in separate transactions, for approximately $134.6 million which resulted in gains of approximately $10.5 million, net of income taxes of $7.0 million.

During 2004, the Company (i) disposed of, in separate transactions, 16 operating properties and one ground lease for an aggregate sales price of approximately $81.1 million, including the assignment of approximately $8.0 million of non-recourse mortgage debt encumbering one of the properties; cash proceeds of approximately $16.9 million from the sale of two of these properties were used in a 1031 exchange to acquire shopping center properties located in Roanoke, VA, and Tempe, AZ, (ii) transferred 17 operating properties to KROP for an aggregate price of approximately $197.9 million and (iii) transferred 21 operating properties to various co-investment ventures in which the Company has non-controlling interests ranging from 10% to 30% for an aggregate price of approximately $491.2 million. For the year ended December 31, 2004, these dispositions resulted in gains of approximately $15.8 million and a loss on sale from three of the properties of approximately $5.1 million.

As part of the Company’s periodic assessment of its real estate properties with regard to both the extent to which such assets are consistent with the Company’s long-term real estate investment objectives and the performance and prospects of each asset, the Company determined in 2004 that its investment in an operating property comprised of approximately 0.1 million square feet of GLA, with a net book value of $3.8 million, might not be fully recoverable. Based upon management’s assessment of current market conditions and lack of demand for the property, the Company reduced its anticipated holding period of this investment. As a result of the reduction in the anticipated holding period, together with reassessment of the potential future operating cash flow for the property and the effects of current market conditions, the Company determined that its investment in this asset was not fully recoverable and recorded an adjustment of property carrying value of approximately $3.0 million in 2004.  This adjustment was included, along with the related property operations in the line Income from discontinued operating properties, in the Company’s Consolidated Statements of Income.

During 2003, the Company disposed of, in separate transactions, (i) ten operating shopping center properties for an aggregate sales price of approximately $119.1 million, including the assignment of approximately $1.7 million of mortgage debt encumbering one of the properties, (ii) two regional malls for an aggregate sales price of approximately $135.6

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million, (iii) one out-parcel for a sales price of approximately $8.1 million, (iv) transferred three operating properties to KROP for a price of approximately $144.2 million, (v) transferred an operating property to a newly formed joint venture in which the Company has a non-controlling 10% interest for a price of approximately $21.9 million and (vi) terminated four leasehold positions in locations where a tenant in bankruptcy had rejected its lease. These transactions resulted in gains of approximately $50.8 million.

During 2003, the Company identified two operating properties, comprised of approximately 0.2 million square feet of GLA, as “Held for Sale” in accordance with SFAS No. 144.  The book value of these properties, aggregating approximately $19.5 million, net of accumulated depreciation of approximately $2.0 million, exceeded their estimated fair value.  The Company’s determination of the fair value of these properties, aggregating approximately $15.4 million, was based upon contracts of sale with third parties less estimated selling costs.  As a result, the Company recorded an adjustment of property carrying values of $4.0 million.  This adjustment was included, along with the related property operations for the current and comparative years, in the caption Income from discontinued operations in the Company’s Consolidated Statements of Income.

For those property dispositions for which SFAS No. 144 was applicable, the operations and gain or loss on the sale of the property have been included in the caption Discontinued operations in the Company’s Consolidated Statements of Income.

Income from continuing operations for the year ended December 31, 2004, was $281.0, compared to $243.6 million for the year ended December 31, 2003. On a diluted per share basis, income from continuing operations improved $0.17 to $1.19 for the year ended December 31, 2004, as compared to $1.02 for the preceding year. This improved performance was primarily attributable to (i) the incremental operating results from the acquisition of operating properties during 2004 and 2003, including the Mid-Atlantic Realty Trust transaction, (ii) an increase in equity in income of real estate joint ventures resulting from additional capital investments in the RioCan Venture, KROP and other joint venture investments for the acquisition of additional shopping center properties during 2004 and 2003, (iii) an increase in management and other fee income related to the growth in the co-investment programs, (iv) increased income from other real estate investments and (v) significant leasing within the portfolio, which improved operating profitability.

Net income for the year ended December 31, 2004, was $297.1 million, compared to $307.9 million for the year ended December 31, 2003. On a diluted per share basis, net income decreased $0.05 to $1.26 for the year ended December 31, 2004, as compared to $1.31 for the year ended December 31, 2003. This decrease was primarily attributable to lower income from discontinued operations of $48.2 million for the year ended December 31, 2004, compared to the preceding year due to property sales during 2004 and 2003 and gains on early extinguishment of debt during 2003. In addition, the diluted per share results for the year ended December 31, 2003, were decreased by a reduction in net income available to common stockholders of $0.04 resulting from the deduction of original issuance costs associated with the redemption of the Company’s 7¾% Class A, 8 1/2% Class B and 8 3/8% Class C Cumulative Redeemable Preferred Stocks during the second quarter of 2003.

Tenant Concentrations

The Company seeks to reduce its operating and leasing risks through diversification achieved by the geographic distribution of its properties, avoiding dependence on any single property, and a large tenant base.  At December 31, 2005, the Company’s five largest tenants were The Home Depot, TJX Companies, Sears Holdings, Kohl’s and Royal Ahold, which represented approximately 3.6%, 3.2%, 2.7%, 2.5% and 2.0%, respectively, of the Company’s annualized base rental revenues, including the proportionate share of base rental revenues from properties in which the Company has less than a 100% economic interest.

Liquidity and Capital Resources

The Company’s cash flow activities are summarized as follows (in millions):

	Year Ended December 31,
	2005			2004			2003
Net cash flow provided by operating activities	$	410.8		$	365.2		$	308.6
Net cash flow used for investing activities	$	(716.0	)	$	(299.6	)	$	(637.6	)
Net cash flow provided by (used for) financing activities	$	343.3		$	(75.6	)	$	341.3

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Operating Activities

The Company anticipates that cash flows from operations will continue to provide adequate capital to fund its operating and administrative expenses, regular debt service obligations and all dividend payments in accordance with REIT requirements in both the short term and long term.  In addition, the Company anticipates that cash on hand, borrowings under its revolving credit facilities, issuance of equity and public debt, as well as other debt and equity alternatives, will provide the necessary capital required by the Company. Net cash flow provided by operating activities for the year ended December 31, 2005, was primarily attributable to (i) cash flow from the diverse portfolio of rental properties, (ii) the acquisition of operating properties during 2004 and 2005, (iii) new leasing, expansion and re-tenanting of core portfolio properties and (iv) growth in the Company’s joint venture and Preferred Equity programs.

Investing Activities

          Acquisitions and Redevelopments

During the year ended December 31, 2005, the Company expended approximately $376.0 million towards acquisition of and improvements to operating real estate.  (See Note 3 of the Notes to the Consolidated Financial Statements included in this annual report on Form 10-K.)

The Company has an ongoing program to reformat and re-tenant its properties to maintain or enhance its competitive position in the marketplace.  During the year ended December 31, 2005, the Company expended approximately $55.5 million in connection with these major redevelopments and re-tenanting projects.  The Company anticipates its capital commitment toward these and other redevelopment projects during 2006 will be approximately $90.0 million to $110.0 million.  The funding of these capital requirements will be provided by cash flow from operating activities and availability under the Company’s revolving lines of credit.

Investments and Advances to Real Estate Joint Ventures

During the year ended December 31, 2005, the Company expended approximately $267.3 million for investments and advances to real estate joint ventures and received approximately $130.6 million from reimbursements of advances to real estate joint ventures.  (See Note 7 of the Notes to the Consolidated Financial Statements included in this annual report on Form 10-K.)

Ground-up Development

The Company is engaged in ground-up development projects which consists of (i) merchant building through the Company’s wholly-owned taxable REIT subsidiary, KDI, which develops neighborhood and community shopping centers and the subsequent sale thereof upon completion, (ii) ground-up development projects which will be held as long-term investments by the Company and (iii) various ground-up development projects located in Mexico and Canada for long-term investment.  All ground-up development projects generally have substantial pre-leasing prior to the commencement of construction. As of December 31, 2005, the Company had in progress a total of 38 ground-up development projects including 26 merchant building projects, five domestic ground-up development projects, six ground-up development projects located throughout Mexico and one ground-up development project located in Canada.

During the year ended December 31, 2005, the Company expended approximately $452.7 million in connection with the purchase of land and construction costs related to these projects and those sold during 2005.  These projects are currently proceeding on schedule and substantially in line with the Company’s budgeted costs.  The Company anticipates its capital commitment during 2006 toward these and other development projects will be approximately $300 million to $350 million.  The proceeds from the sales of the completed ground-up development projects, proceeds from construction loans and availability under the Company’s revolving lines of credit are expected to be sufficient to fund these anticipated capital requirements. (See Note 3 of the Notes to the Consolidated Financial Statements included in this annual report on Form 10-K.)

Dispositions and Transfers

During the year ended December 31, 2005, the Company received net proceeds of approximately $348.4 million relating to the sale of various operating properties and ground-up development projects and approximately $128.5 million from the transfer of operating properties to various joint ventures.  (See Notes 3 and 7 of the Notes to the Consolidated Financial Statements included in this annual report on Form 10-K.)

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Financing Activities

It is management’s intention that the Company continually have access to the capital resources necessary to expand and develop its business.  As such, the Company intends to operate with and maintain a conservative capital structure with a level of debt to total market capitalization of 50% or less.  As of December 31, 2005, the Company’s level of debt to total market capitalization was 26%.  In addition, the Company intends to maintain strong debt service coverage and fixed charge coverage ratios as part of its commitment to maintaining its investment-grade debt ratings.  The Company may, from time to time, seek to obtain funds through additional equity offerings, unsecured debt financings and/or mortgage/construction loan financings and other capital alternatives in a manner consistent with its intention to operate with a conservative debt structure.

Since the completion of the Company’s IPO in 1991, the Company has utilized the public debt and equity markets as its principal source of capital for its expansion needs. Since the IPO, the Company has completed additional offerings of its public unsecured debt and equity, raising in the aggregate over $4.2 billion for the purposes of, among other things, repaying indebtedness, acquiring interests in neighborhood and community shopping centers, funding ground-up development projects, expanding and improving properties in the portfolio and other investments.

The Company has an $850.0 million unsecured revolving credit facility, which is scheduled to expire in July 2008.  This credit facility has made available funds to both finance the purchase of properties and other investments and meet any short-term working capital requirements.  As of December 31, 2005, there was $200.0 million outstanding under this credit facility.

During September 2004, the Company entered into a three-year Canadian denominated (“CAD”) $150.0 million unsecured credit facility with a group of banks.  This facility bears interest at the CDOR Rate, as defined, plus 0.50%, and is scheduled to expire in September 2007.  During March 2005, this facility was increased to CAD $250.0 million and the scheduled maturity date was extended to March 2008.  During January 2006, the facility was further amended to reduce the borrowing spread to 0.45% and to modify the covenant package to conform to the Company’s $850.0 million U.S. Credit Facility.  Proceeds from this facility will be used for general corporate purposes including the funding of Canadian denominated investments.  As of December 31, 2005, there was CAD $110.0 million (approximately USD $94.7 million) outstanding under this credit facility.

During May 2005, the Company entered into a three-year Mexican Peso denominated (“MXP”) 500.0 million unsecured revolving credit facility.  This facility bears interest at the TIIE Rate, as defined, plus 1.00% and is scheduled to expire in May 2008.  Proceeds from this facility will be used to fund peso denominated investments.  As of December 31, 2005, there was MXP 500.0 million (approximately USD $46.7 million) outstanding under this facility.

The Company has a MTN program pursuant to which it may, from time-to-time, offer for sale its senior unsecured debt for any general corporate purposes, including (i) funding specific liquidity requirements in its business, including property acquisitions, development and redevelopment costs and (ii) managing the Company’s debt maturities. As of December 31, 2005, the Company had $250.0 million available for issuance under the MTN program.  (See Note 11 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)

In addition to the public equity and debt markets as capital sources, the Company may, from time-to-time, obtain mortgage financing on selected properties and construction loans to partially fund the capital needs of KDI.  As of December 31, 2005, the Company had over 380 unencumbered property interests in its portfolio.

During July 2005, the Company filed a shelf registration statement on Form S-3 for up to $1.0 billion of debt securities, preferred stock, depositary shares, common stock and common stock warrants.  As of December 31, 2005, the Company had $750.0 million available for issuance under this shelf registration statement.

In connection with its intention to continue to qualify as a REIT for federal income tax purposes, the Company expects to continue paying regular dividends to its stockholders.  These dividends will be paid from operating cash flows, which are expected to increase due to property acquisitions, growth in operating income in the existing portfolio and from other investments.  Since cash used to pay dividends reduces amounts available for capital investment, the Company generally intends to maintain a conservative dividend payout ratio, reserving such amounts as it considers necessary for the expansion and renovation

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of shopping centers in its portfolio, debt reduction, the acquisition of interests in new properties and other investments as suitable opportunities arise and such other factors as the Board of Directors considers appropriate.  Cash dividends paid increased to $293.3 million in 2005, compared to $265.3 million in 2004 and $246.3 million in 2003.

Although the Company receives substantially all of its rental payments on a monthly basis, it generally intends to continue paying dividends quarterly.  Amounts accumulated in advance of each quarterly distribution will be invested by the Company in short-term money market or other suitable instruments.

Contractual Obligations and Other Commitments

The Company has debt obligations relating to its revolving credit facilities, MTNs, senior notes, mortgages and construction loans with maturities ranging from less than one year to 29 years.  As of December 31, 2005, the Company’s total debt had a weighted average term to maturity of approximately 4.9 years.  In addition, the Company has non-cancelable operating leases pertaining to its shopping center portfolio.  As of December 31, 2005, the Company has 60 shopping center properties that are subject to long-term ground leases where a third party owns and has leased the underlying land to the Company to construct and/or operate a shopping center.  In addition, the Company has 22 non-cancelable operating leases pertaining to its retail store lease portfolio.  The following table summarizes the Company’s debt maturities and obligations under non-cancelable operating leases as of December 31, 2005 (in millions):

	2006		2007		2008		2009		2010		Thereafter		Total
Long-Term Debt	$	286.8	$	290.3	$	555.3	$	201.9	$	198.8	$	1,158.1	$	2,691.2
Operating Leases
Ground Leases	$	11.3	$	10.6	$	10.5	$	10.0	$	8.3	$	140.8	$	191.5
Retail Store Leases	$	5.2	$	4.4	$	3.3	$	2.4	$	2.0	$	2.0	$	19.3

The Company has $185.0 million of medium term notes, $14.1 million of mortgage debt and $87.7 million of construction loans maturing in 2006.  The Company anticipates satisfying these maturities with a combination of operating cash flows, its unsecured revolving credit facilities, new debt issuances and the sale of completed ground-up development projects.

The Company has issued letters of credit in connection with completion and repayment guarantees for construction loans encumbering certain of the Company’s ground-up development projects, and guaranty of payment related to the Company’s insurance program. These letters of credit aggregate approximately $34.8 million.

Additionally, the RioCan Venture, an entity in which the Company holds a 50% non-controlling interest, has a CAD $7.0 million (approximately USD $6.0 million) letter of credit facility.  This facility is jointly guaranteed by RioCan and the Company and had approximately CAD $4.6 million (approximately USD $4.0 million) outstanding as of December 31, 2005, relating to various development projects.  In addition to the letter of credit facility, various additional Canadian development projects in which the Company holds interests ranging from 33 1/3% to 50% have letters of credit issued aggregating approximately CAD $3.5 million (approximately USD $3.0 million) at December 31, 2005.

During 2005, a joint venture entity in which the Company has a non-controlling interest obtained a CAD $22.5 million credit facility to finance the construction of a 0.1 million square foot shopping center property located in Kamloops, B.C.  This facility bears interest at Royal Bank Prime Rate (“RBP”) plus 0.5% per annum and is scheduled to mature in May 2007.  The Company and its partner in this entity each have a limited and several guarantee of CAD $7.5 million on this facility.  As of December 31, 2005, there was no outstanding balance on this facility.

During 2005, the Company obtained a term loan and construction financing on two ground-up development projects for an aggregate net loan commitment amount of up to $50.5 million of which approximately $22.4 million was outstanding at December 31, 2005.  As of December 31, 2005, the Company had 15 construction loans with total commitments of up to $343.5 million of which $228.5 million had been funded to the Company.  These loans had maturities ranging from 4 months to 31 months and interest rates ranging from 6.04% to 6.64% at December 31, 2005.

Off-Balance Sheet Arrangements

          Ground-Up Development Joint Ventures

49

At December 31, 2005, the Company has three ground-up development projects through unconsolidated joint ventures in which the Company has 50% non-controlling interests.  The projects are financed with individual non-recourse construction loans with total aggregate loan commitments of up to $219.6 million of which $58.8 million has been funded.  These loans have variable interest rates ranging from 4.89% to 8.25% at December 31, 2005 and maturities ranging from 4 months to 18 months. 

          Unconsolidated Real Estate Joint Ventures

The Company has investments in various unconsolidated real estate joint ventures with varying structures.  These investments include the Company’s 43.3% non-controlling interest in KIR, the Company’s 50% non-controlling interest in the RioCan Venture, the Company’s 20% non-controlling interest in KROP, the Company’s 15% non-controlling interest in Price Legacy and varying non-controlling interests in other real estate joint ventures. These joint ventures operate either shopping center properties or are established for development projects.  Such arrangements are generally with third-party institutional investors, local developers and individuals. The properties owned by the joint ventures are primarily financed with individual non-recourse mortgage loans.  Non-recourse mortgage debt is generally defined as debt whereby the lenders’ sole recourse with respect to borrower defaults is limited to the value of the property collateralized by the mortgage. The lender generally does not have recourse against any other assets owned by the borrower or any of the constituent members of the borrower, except for certain specified exceptions listed in the particular loan documents.

The KIR joint venture was established for the purpose of investing in high quality real estate properties financed primarily with individual non-recourse mortgages.  The Company believes that these properties are appropriate for financing with greater leverage than the Company traditionally uses.  As of December 31, 2005, KIR had interests in 68 properties comprising 14.2 million square feet of GLA.  As of December 31, 2005, KIR had individual non-recourse mortgage loans of approximately $1.1 billion on 65 of these properties.  These non-recourse mortgage loans have maturities ranging from less than one year to 14 years and rates ranging from 4.99% to 8.52%.  As of December 31, 2005, the Company’s pro-rata share of non-recourse mortgages relating to the KIR joint venture was approximately $485.4 million.  (See Note 7 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)

The RioCan Venture was established with RioCan Real Estate Investment Trust to acquire properties and development projects in Canada.  As of December 31, 2005, the RioCan Venture consisted of 34 shopping center properties and one development project with approximately 8.1 million square feet of GLA.  As of December 31, 2005, the RioCan Venture had individual, non-recourse mortgage loans on 33 of these properties and a construction loan on its development property aggregating approximately CAD $706.3 million (USD $607.8 million).  These loans have maturities ranging from less than one year to 28 years and rates ranging from 3.91% to 9.05%.  As of December 31, 2005, the Company’s pro-rata share of these non-recourse loans relating to the RioCan Venture was approximately CAD $349.2 million (USD $300.5 million). (See Note 7 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)

The Kimco Retail Opportunity Portfolio (“KROP”), a joint venture with GE Capital Real Estate (“GECRE”), was established to acquire high-growth potential retail properties in the United States.  As of December 31, 2005, KROP consisted of 38 shopping center properties with approximately 5.6 million square feet of GLA.  As of December 31, 2005, KROP had non-recourse mortgage loans totaling $481.9 million, with fixed rates ranging from 4.25% to 8.64% and variable rates ranging from LIBOR plus 1.3% to LIBOR plus 2.2%.  KROP has entered into a series of interest rate cap agreements to mitigate the impact of changes in interest rates on its variable-rate mortgage agreements.  Such mortgage debt is collateralized by the individual shopping center property and is payable in monthly installments of principal and interest.  At December 31, 2005, the weighted average interest rate for all mortgage debt outstanding was 6.09% per annum. As of December 31, 2005, the Company’s pro-rata share of non-recourse mortgage loans relating to the KROP joint venture was approximately $96.4 million.  Additionally, the Company and GECRE may provide interim financing.  All such financings bear interest at rates ranging from LIBOR plus 4.0% to LIBOR plus 5.25% and have maturities of less than a year.  As of December 31, 2005, KROP had no outstanding short term interim financing due to the Company or GECRE.  (See Note 7 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)

During December 2004, the Company acquired the Price Legacy Corporation through a newly formed joint venture, PL Retail LLC (“PL Retail”), in which the Company has a non-controlling 15% interest.  In connection with this transaction, the joint venture acquired 33 operating properties aggregating approximately 7.6 million square feet of GLA located

50

in ten states.  During the year ended December 31, 2005, PL Retail disposed of nine operating properties, in separate transactions, for an aggregate sale price of approximately $21.8 million.  As of December 31, 2005, PL Retail consisted of 25 operating properties aggregating approximately 6.8 million square feet of GLA.  As of December 31, 2005, PL Retail had approximately $777.3 million outstanding in non-recourse mortgage debt, of which approximately $507.2 million had fixed rates ranging from 4.66% to 9.00% and approximately $270.1 had variable rates ranging from 5.74% to 9.59%.  The fixed-rate loans have maturities ranging from three to 11 years and the variable-rate loans have maturities ranging from one to three years.  Additionally, the Company had provided PL Retail approximately $30.6 million of secured mezzanine financing.  This interest only loan bears interest at a fixed rate of 7.5% and matures in December 2006.  Proceeds from property sales during 2005 of approximately $21.8 million were used to partially repay the mezzanine financing that was provided by the Company.  The Company also provided PL Retail a secured short-term promissory note of approximately $8.2 million.  This interest only note bore interest at LIBOR plus 4.5% and was scheduled to mature in June 2005. During 2005, this note was amended to bear interest at LIBOR plus 6% and is now payable on demand.  As of December 31, 2005, PL Retail had approximately $8.9 million outstanding on the mezzanine financing and approximately $8.2 million outstanding on the promissory note. As of December 31, 2005, the Company’s pro-rata share of non-recourse mortgages relating to PL Retail was approximately $116.6 million.  (See Note 7 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)

The Company has various other unconsolidated real estate joint ventures with varying structures.  As of December 31, 2005, these unconsolidated joint ventures had individual non-recourse mortgage loans aggregating approximately $1.5 billion.  The Company’s pro-rata share of these non-recourse mortgages was approximately $520.6 million.  (See Note 7 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)

          Other Real Estate Investments

During November 2002, the Company, through its taxable REIT subsidiary, together with Prometheus Southeast Retail Trust, completed the merger and privatization of Konover Property Trust, which has been renamed Kimsouth Realty, Inc., (“Kimsouth”).  The Company acquired 44.5% of the common stock of Kimsouth, which consisted primarily of 38 retail shopping center properties comprising approximately 4.6 million square feet of GLA.  Total acquisition value was approximately $280.9 million including approximately $216.2 million in mortgage debt.  The Company’s investment strategy with respect to Kimsouth includes re-tenanting, repositioning and disposition of the properties.  As a result of this strategy, Kimsouth has sold 33 properties as of December 31, 2005.  As of December 31, 2005, the Kimsouth portfolio was comprised of five properties, including the remaining office component of an operating property sold in 2004, totaling 1.2 million square feet of GLA with non-recourse mortgage debt of approximately $29.4 million encumbering the properties. All mortgages payable are collateralized by certain properties and are due in monthly installments.  As of December 31, 2005, interest rates ranged from 6.06% to 9.22% and the weighted-average interest rate for all mortgage debt outstanding was 8.35% per annum.  As of December 31, 2005, the Company’s pro-rata share of non-recourse mortgage loans relating to the Kimsouth portfolio was approximately $13.1 million.

During June 2002, the Company acquired a 90% equity participation interest in an existing leveraged lease of 30 properties.  The properties are leased under a long-term bond-type net lease whose primary term expires in 2016, with the lessee having certain renewal option rights.  The Company’s cash equity investment was approximately $4.0 million.  This equity investment is reported as a net investment in leveraged lease in accordance with SFAS No. 13, Accounting for Leases (as amended).  The net investment in leveraged lease reflects the original cash investment adjusted by remaining net rentals, estimated unguaranteed residual value, unearned and deferred income, and deferred taxes relating to the investment.

As of December 31, 2005, 14 of these properties were sold, whereby the proceeds from the sales were used to pay down the mortgage debt by approximately $24.2 million.  As of December 31, 2005, the remaining 16 properties were encumbered by third-party non-recourse debt of approximately $58.7 million that is scheduled to fully amortize during the primary term of the lease from a portion of the periodic net rents receivable under the net lease. As an equity participant in the leveraged lease, the Company has no recourse obligation for principal or interest payments on the debt, which is collateralized by a first mortgage lien on the properties and collateral assignment of the lease.  Accordingly, this debt has been offset against the related net rental receivable under the lease.

The Company maintains a preferred equity program, which provides capital to developers and owners of shopping centers. The Company accounts for its investments in preferred equity

51

investments under the equity method of accounting. As of December 31, 2005, the Company’s invested capital in its preferred equity investments approximated $225.9 million relating to 133 real estate properties. As of December 31, 2005, these preferred equity investment properties had individual non-recourse mortgage loans aggregating approximately $703.3 million. Due to the Company’s preferred position in these investments, the Company’s pro-rata share of each investment is subject to fluctuation and is dependent upon property cash flows. The Company’s maximum exposure to losses associated with its preferred equity investments is limited to its invested capital.

Effects of Inflation

Many of the Company’s leases contain provisions designed to mitigate the adverse impact of inflation.  Such provisions include clauses enabling the Company to receive payment of additional rent calculated as a percentage of tenants’ gross sales above pre-determined thresholds, which generally increase as prices rise, and/or escalation clauses, which generally increase rental rates during the terms of the leases. Such escalation clauses often include increases based upon changes in the consumer price index or similar inflation indices.  In addition, many of the Company’s leases are for terms of less than 10 years, which permits the Company to seek to increase rents to market rates upon renewal. Most of the Company’s leases require the tenant to pay an allocable share of operating expenses, including common area maintenance costs, real estate taxes and insurance, thereby reducing the Company’s exposure to increases in costs and operating expenses resulting from inflation.  The Company periodically evaluates its exposure to short-term interest rates and foreign currency exchange rates and will, from time-to-time, enter into interest rate protection agreements and/or foreign currency hedge agreements which mitigate, but do not eliminate, the effect of changes in interest rates on its floating-rate debt and fluctuations in foreign currency exchange rates.

New Accounting Pronouncements

In December 2004, the FASB issued SFAS No. 123, (revised 2004) Share-Based Payment (“SFAS No. 123(R)”), which supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance. SFAS No. 123(R) established standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services.  It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.  This Statement focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions.  SFAS No. 123(R) is effective for fiscal years beginning after December 15, 2005.  The impact of adopting this statement is not expected to have a material impact on the Company’s financial position or results of operations.

In December 2004, the FASB issued Statement No. 153, Exchange of Non-monetary Assets - an amendment of APB Opinion No. 29 (“SFAS No. 153”).  The guidance in APB Opinion No. 29, Accounting for Non-monetary Transactions, is based on the principle that exchanges of non-monetary assets should be measured based on the fair value of the assets exchanged.  The guidance in that Opinion, however, included certain exceptions to that principle.  This Statement amends Opinion No. 29 to eliminate the exception for non-monetary assets that do not have commercial substance.  A non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS No. 153 is effective for non-monetary asset exchanges occurring in fiscal periods beginning after June 15, 2005.  The impact of adopting this statement did not have a material impact on the Company’s financial position or results of operations.

In March 2005, the FASB issued Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations (“FIN 47”).  FIN 47 requires an entity to recognize a liability for a conditional asset retirement obligation when incurred if the liability can be reasonably estimated.  FIN 47 clarifies that the term “Conditional Asset Retirement Obligation” refers to a legal obligation (pursuant to existing laws or by contract) to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the entity.  FIN 47 also clarifies when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation.  FIN 47 was effective no later than fiscal years ended after December 15, 2005.  The Company adopted FIN 47 as required effective December 31, 2005, and the initial application of FIN 47 did not have a material impact on the Company’s financial position or results of operations.

In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections (“SFAS No. 154”), which replaces Accounting Principle Board Opinion No. 20, Accounting Changes and SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements.

52

SFAS No. 154 changes the requirements for the accounting for and reporting of a change in accounting principles.  It requires retrospective application to prior periods’ financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change.  This statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005.

In September 2005, the EITF issued Issue 04-5, Investor’s Accounting for an Investment in a Limited Partnership When the Investor is the Sole General Partner and the Limited Partners Have Certain Rights, (“EITF 04-5”).  At issue is what rights held by the limited partner(s) preclude consolidation in circumstances in which the sole general partner would consolidate the limited partnership in accordance with U.S. generally accepted accounting principles.  The assessment of limited partners’ rights and their impact on the presumption of control of the limited partnership by the sole general partner should be made when an investor becomes the sole general partner and should be reassessed if (i) there is a change to the terms or in the exercisability of the rights of the limited partners, (ii) the sole general partner increases or decreases its ownership of limited partnership interests, or (iii) there is an increase or decrease in the number of outstanding limited partnership interests.  This issue is effective no later than for fiscal years beginning after December 15, 2005, and as of June 29, 2005, for new or modified arrangements.  The impact of adopting EITF 04-5 is not expected to have a material impact on the Company’s financial position or results of operations.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

The Company’s primary market risk exposure is interest rate risk.  The following table presents the Company’s aggregate fixed rate and variable rate domestic and foreign debt obligations outstanding as of December 31, 2005, with corresponding weighted-average interest rates sorted by maturity date.  The information is presented in U.S. dollar equivalents, which is the Company’s reporting currency.  The instruments actual cash flows are denominated in U.S. dollars, Canadian dollars and Mexican pesos, as indicated by geographic region ($ in USD equivalent in millions).

	2006			2007			2008			2009			2010			2011+			Total			Fair Value
Domestic
Secured Debt
Fixed Rate	$	9.7		$	—		$	59.4		$	21.9		$	19.7		$	191.1		$	301.8		$	317.4
Average Interest Rate		9.08	%		—			7.13	%		7.88	%		8.47	%		7.41	%		7.52	%
Variable Rate	$	92.1		$	95.3		$	54.5		$	—		$	—		$	—		$	241.9		$	241.9
Average Interest Rate		6.40	%		6.20	%		6.11	%		—			—			—			6.26	%
Unsecured Debt
Fixed Rate	$	85.0		$	195.0		$	100.0		$	180.0		$	50.0		$	967.0		$	1,577.0		$	1,640.0
Average Interest Rate		7.30	%		7.14	%		3.95	%		6.98	%		4.62	%		5.30	%		5.72	%
Variable Rate	$	100.0		$	—		$	200.0		$	—		$	—		$	—		$	300.0		$	300.0
Average Interest Rate		4.45	%		—			4.68	%		—			—			—			4.60	%

	2006		2007		2008			2009		2010			2011+		Total			Fair Value
Canadian
Unsecured Debt
Fixed Rate	$	—	$	—	$	—		$	—	$	129.1		$	—	$	129.1		$	126.7
Average Interest Rate		—		—		—			—		4.45	%		—		4.45	%
Variable Rate	$	—	$	—	$	94.7		$	—	$	—		$	—	$	94.7		$	94.7
Average Interest Rate		—		—		3.78	%		—		—			—		3.78	%
Mexican
Unsecured Debt
Variable Rate	$	—	$	—	$	46.7		$	—	$	—		$	—	$	46.7		$	46.7
Average Interest Rate		—		—		9.66	%		—		—			—		9.66	%

53

Based on the Company’s variable-rate debt balances, interest expense would have increased by approximately $6.8 million in 2005 if short-term interest rates were 1% higher.

As of December 31, 2005, the Company has Canadian investments totaling CAD $311.8 million (approximately USD $268.3 million) comprised of a real estate joint venture investments and marketable securities.  In addition, the Company has Mexican real estate investments of MXN 2.3 billion (approximately USD $215.4 million).  The foreign currency exchange risk has been partially mitigated through the use of local currency denominated debt, foreign currency forward contracts (the “Forward Contracts”) and a cross currency swap (the “CC Swap”) with major financial institutions.  The Company is exposed to credit risk in the event of non-performance by the counter-party to the Forward Contracts and the CC Swap. The Company believes it mitigates its credit risk by entering into the Forward Contracts and the CC Swap with major financial institutions.

The Company has not entered, and does not plan to enter, into any derivative financial instruments for trading or speculative purposes. As of December 31, 2005, the Company had no other material exposure to market risk.

Item 8.     Financial Statements and Supplementary Data

The response to this Item 8 is included as a separate section of this annual report on Form 10-K.

Item 9.     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.     Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s chief executive officer and chief financial officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report.  Based on such evaluation, the Company’s chief executive officer and chief financial officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act.

Changes in Internal Control over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth fiscal quarter to which this report relates that have materially affected, or are reasonable likely to materially affect, the Company’s internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control–Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2005.

Our management’s assessment of the effectiveness of our internal control over financial reporting as of December 31, 2005 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

Item 9B.     Other Information

None.

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PART III

Item 10.     Directors and Executive Officers of the Registrant

Incorporated herein by reference to the Company’s definitive proxy statement to be filed with respect to its Annual Meeting of Stockholders expected to be held on May 18, 2006.

Information with respect to the Executive Officers of the Registrant follows Part I, Item 4 of this annual report on Form 10-K.

On May 27, 2005, the Company’s Chief Executive Officer submitted to the New York Stock Exchange (the “NYSE”) the annual certification required by Section 303A.12 (a) of the NYSE Company Manual.  In addition, the Company has filed with the Securities and Exchange Commission as exhibits to this Form 10-K the certifications, required pursuant to Section 302 of the Sarbanes-Oxley Act, of its Chief Executive Officer and Chief Financial Officer relating to the quality of its public disclosure.

Item 11.     Executive Compensation

Incorporated herein by reference to the Company’s definitive proxy statement to be filed with respect to its Annual Meeting of Stockholders expected to be held on May 18, 2006.

Item 12.     Security Ownership of Certain Beneficial Owners and Management

Incorporated herein by reference to the Company’s definitive proxy statement to be filed with respect to its Annual Meeting of Stockholders expected to be held on May 18, 2006.

Item 13.     Certain Relationships and Related Transactions

Incorporated herein by reference to the Company’s definitive proxy statement to be filed with respect to its Annual Meeting of Stockholders expected to be held on May 18, 2006.

Item 14.     Principal Accountant Fees and Services

Incorporated herein by reference to the Company’s definitive proxy statement to be filed with respect to its Annual Meeting of Stockholders expected to be held on May 18, 2006.

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PART IV

Item 15.     Exhibits, Financial Statements, Schedules and Reports on Form 8-K

					Form 10-K Report Page
(a)	1.	Financial Statements -
				The following consolidated financial information is included as a separate section of this annual report on Form 10-K.
		Report of Independent Registered Public Accounting Firm			64
		Consolidated Financial Statements
			Consolidated Balance Sheets as of December 31, 2005 and 2004		66
			Consolidated Statements of Income for the years ended December 31, 2005, 2004 and 2003		67
			Consolidated Statements of Comprehensive Income for the years ended December 31, 2005, 2004 and 2003		68
			Consolidated Statements of Stockholders’ Equity  for the years ended December 31, 2005, 2004 and 2003		69
			Consolidated Statements of Cash Flows for the years ended December 31, 2005, 2004 and 2003		70
			Notes to Consolidated Financial Statements		71
	2.	Financial Statement Schedules -
		Schedule II - Valuation and Qualifying Accounts			110
		Schedule III - Real Estate and Accumulated Depreciation			111
		All other schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule.
	3.	Exhibits
		The exhibits listed on the accompanying Index to Exhibits are filed as part of this report.			57

56

INDEX TO EXHIBITS

Exhibits			Form 10-K Page
2.1	--	Form of Plan of Reorganization of Kimco Realty Corporation [Incorporated by reference to Exhibit 2.1 to the  Company’s Registration Statement on Form S-11 No. 33-42588].
3.1	--	Articles of Amendment and Restatement of the Company, dated August 4, 1994 [Incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on  Form 10-K for the year ended December 31, 1994].
3.2	--	By-laws of the Company dated February 6, 2002, as amended [Incorporated by reference to Exhibit 3.2 to the 2001 Form 10-K].
3.3	--	By-laws of the Company dated February 1, 2005, as amended [Incorporated by reference to Exhibit 3(ii) to the Company’s Current Report on Form 8-K dated February 1, 2005].
3.4	--	Articles Supplementary relating to the 8 1/2% Class B  Cumulative Redeemable Preferred Stock, par value $1.00 per share, of the Company, dated July 25, 1995. [Incorporated by reference to Exhibit 3.3 to the Company’s  Annual Report on Form 10-K for the year ended December 31, 1995 (file #1-10899) (the “1995 Form 10-K”)].
3.5	--	Articles Supplementary relating to the 8 3/8% Class C Cumulative Redeemable Preferred Stock, par value $1.00 per share, of the Company, dated April 9, 1996  [Incorporated by reference to Exhibit 3.4 to the Company’s  Annual Report on Form 10-K for the year ended  December 31, 1996].
3.6	--	Articles Supplementary relating to the 6.65% Class F Cumulative Redeemable Preferred Stock, par value $1.00 per share, of the Company, dated May 7, 2003 [Incorporated by reference to the Company’s filing on Form 8-A  dated June 3, 2003].
4.1	--	Agreement of the Company pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K [Incorporated by reference to  Exhibit 4.1 to Amendment No. 3 to the Company’s  Registration Statement on Form S-11 No. 33-42588].
4.2	--	Certificate of Designations [Incorporated by reference to  Exhibit 4(d) to Amendment No. 1 to the Registration Statement on Form S-3 dated September 10, 1993 (the  “Registration Statement”, Commission File No. 33-67552)].
4.3	--	Indenture dated September 1, 1993, between Kimco Realty  Corporation and Bank of New York (as successor to IBJ Schroder Bank and Trust Company) [Incorporated by reference to Exhibit 4(a) to the Registration Statement].
4.4	--	First Supplemental Indenture, dated as of August 4, 1994. [Incorporated by reference to Exhibit 4.6 to the 1995 Form 10-K.]
4.5	--	Second Supplemental Indenture, dated as of April 7, 1995 [Incorporated by reference to Exhibit 4(a) to the Company’s Current Report on Form 8-K dated April 7, 1995 (the  “April 1995 8-K”)].

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INDEX TO EXHIBITS (continued)

Exhibits			Form 10-K Page
4.6	--	Form of Medium-Term Note (Fixed Rate) [Incorporated by reference to Exhibit 4.6 to the 2001 Form 10-K].
4.7	--	Form of Medium-Term Note (Floating Rate) [Incorporated by reference to Exhibit 4.7 to the 2001 Form 10-K].
4.8	---	Indenture dated April 1, 2005, between Kimco North Trust III, Kimco Realty Corporation, as Guarantor and BNY Trust Company Of Canada, as Trustee [Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated April 21, 2005].
10.1	--	Management Agreement between the Company and  KC Holdings, Inc. [Incorporated by reference to  Exhibit 10.2 to the Company’s Registration Statement  on Form S-11 No. 33-47915].
10.2	--	Amended and Restated Stock Option Plan [Incorporated by  reference to Exhibit 10.3 to the 1995 Form 10-K].
10.3	--	Employment Agreement between Kimco Realty Corporation and Michael J. Flynn, dated November 1, 1998 [Incorporated by reference to Exhibit 10.4 to the 1998 Form 10-K].
10.4	--	Restricted Equity Agreement, Non-Qualified and Incentive Stock Option Agreement, and Price Condition Non- Qualified and Incentive Stock Option Agreement between Kimco Realty Corporation and Michael J. Flynn, each dated November 1, 1995 [Incorporated by reference to Exhibit 10.5 to the 1995 Form 10-K].
10.5	--	Employment Agreement between Kimco Realty Corporation and Michael J. Flynn, dated July 21, 2004 [Incorporated by  reference to Exhibit 10.14 to the Company’s Form 10-Q filed on November 5, 2004].
10.6	--	Employment Agreement between Kimco Realty Corporation and Michael V. Pappagallo, dated January 1, 2002 [Incorporated by reference to Exhibit 10.6 to the 2001 Form 10-K].
10.7	--	Employment Agreement between Kimco Realty Corporation and Jerald Friedman, dated January 13, 1998  [Incorporated by Reference to Exhibit 10.10 to the  Company’s and the Price REIT, Inc.’s Joint Proxy  Statement/Prospectus on Form S-4 No. 333-52667].
10.8	--	First Amendment to Amended and Restated Executive Employment Agreement between Kimco Realty Corporation and Jerald Friedman, dated January 1, 2002 [Incorporated by  reference to Exhibit 10.8 to the 2001 Form 10-K].
10.9	--	The 1998 Equity Participation Plan [Incorporated by reference to the Company’s and The Price REIT, Inc.’s Joint Proxy/ Prospectus on Form S-4 No. 333-52667].
10.10	--	Employment Agreement between Kimco Realty Corporation and David B. Henry – the Company commenced a five-year  employment agreement with Mr. Henry pursuant to which Mr. Henry will serve as Chief Investment Officer and has been nominated as Vice Chairman of the Board of Directors  [Incorporated by reference to Exhibit 10.11 to the Company’s Form 10-Q filed on May 10, 2001].
10.11	--	Employment Agreement between Kimco Realty Corporation and  David B. Henry, dated July 26, 2004 [Incorporated by  reference to Exhibit 10.14 to the Company’s Form 10-Q filed on November 5, 2004].

58

INDEX TO EXHIBITS (continued)

Exhibits			Form 10-K Page
10.12	--	$500,000,000 Credit Agreement dated as of June 3, 2003, among Kimco Realty Corporation, the Several Lenders from Time to Time Parties Hereto, JPMorgan Chase Bank as Issuing Lender, Bank One, NA, Wachovia Bank, National Association as Syndication Agents, UBS AG, Cayman Island Branch, The Bank of Nova Scotia, New York Agency as Documentation Agents, The Bank of New York, Eurohypo AG, New York Branch, Keybank National Association, Merrill Lynch Bank, USA, Suntrust as Co-Agents and JPMorgan Chase As Administrative Agent [Incorporated by reference to  Exhibit 10.11 to the Company’s Form 10-Q filed on August 11, 2003].
10.13	--	$400,000,000 Credit Agreement dated as of October 1, 2003, among Kimco Realty Corporation, the Several Lenders from Time to Time Parties Hereto, Wachovia Bank, National Association and the Bank of Nova Scotia, as Syndication Agents, Keybank National Association as Documentation Agent, Bank One, NA as Administrative Agent, Banc One Capital Markets, Inc. and Scotia Capital as Co-Bookrunners and Co-Lead Arrangers [Incorporated by reference to  Exhibit 10.12 to the Company’s Form 10-Q filed on November 10, 2003].
10.14	--	CAD $150,000,000 Credit Agreement dated September 21, 2004, among Kimco North Trust I, North Trust II, North Trust III, North Trust V, North Trust VI, Kimco North Loan Trust IV, Kimco Realty Corporation, the Several Lenders from Time to Time Parties Hereto, Royal Bank of Canada, as Issuing Lender and Administrative Agent, The Bank of Nova Scotia and Bank of America, N.A., as Syndication Agents, Canadian Imperial Bank of Commerce as Documentation Agent and RBC Capital Markets, as Bookrunner and Lead Arranger [Incorporated by reference to Exhibit 10.14 to  the Company’s Current Report on Form 8-K dated  September 21, 2004].
10.17	--	Amendment and Restated 1998 Equity Participation Plan [Incorporated by reference to Exhibit 10.17 to the Company’s 2004 From 10-K].
10.18	--	CAD $250,000,000 Amended and Restated Credit Facility dated March 31, 2005, with Royal Bank of Canada, as Issuing Lender and Administrative Agent and various lenders [Incorporated by Reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 31, 2005].
10.19	--	$850,000,000 Amended and Restated Unsecured Revolving Credit Facility dated July 26, 2005, with JP Morgan Chase Bank NA, as Issuing Lender and Administrative Agent and various lenders [Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 26, 2005].
10.20	--	Employment Agreement between Kimco Realty Corporation and Jerald Friedman, dated September 21, 2005 [Incorporated by Reference to Exhibit 10.16 to the Company’s Form 10-Q filed  On November 4, 2005.
*10.21	--	CAD $250,000,000 Amended and Restated Credit Facility dated  January 25, 2006, with Royal Bank of Canada, as Issuing Lender and Administrative Agent and various lenders.	119
*12.1	--	Computation of Ratio of Earnings to Fixed Charges	217
*12.2	--	Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends	218

59

INDEX TO EXHIBITS (continued)

Exhibits			Form 10-K Page
*21.1	--	Subsidiaries of the Company	219
*23.1	--	Consent of PricewaterhouseCoopers LLP	229
*31.1	--	Certification of the Company’s Chief Executive Officer, Milton Cooper, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	230
*31.2	--	Certification of the Company’s Chief Financial Officer, Michael V. Pappagallo, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	231
*32.1	--	Certification of the Company’s Chief Executive Officer Milton Cooper, and the Company’s Chief Financial Officer Michael V. Pappagallo, pursuant to section 906 of the Sarbanes-Oxley Act of 2002	232

* Filed herewith.

60

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	KIMCO REALTY CORPORATION
	(Registrant)
	By:	/s/ Milton Cooper
		Milton Cooper
		Chief Executive Officer
Dated:  March 6, 2006

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Martin S. Kimmel	Chairman (Emeritus) of the Board of Directors	March 6, 2006
Martin S. Kimmel
/s/  Milton Cooper	Chairman of the Board of Directors and Chief Executive Officer	March 6, 2006
Milton Cooper
/s/  Michael J. Flynn	Vice Chairman of the Board of Directors, President and  Chief Operating Officer	March 6, 2006
Michael J. Flynn
/s/  David B. Henry	Vice Chairman of the Board of Directors and Chief Investment Officer	March 6, 2006
David B. Henry
/s/  Richard G. Dooley	Director	March 6, 2006
Richard G. Dooley
/s/  Joe Grills	Director	March 6, 2006
Joe Grills
/s/  F. Patrick Hughes	Director	March 6, 2006
F. Patrick Hughes
/s/  Frank Lourenso	Director	March 6, 2006
Frank Lourenso
/s/  Richard Saltzman	Director	March 6, 2006
Richard Saltzman
/s/  Michael V. Pappagallo	Executive Vice President - Chief Financial Officer	March 6, 2006
Michael V. Pappagallo
/s/  Glenn G. Cohen	Vice President - Treasurer	March 6, 2006
Glenn G. Cohen
/s/  Paul Westbrook	Director of Accounting	March 6, 2006
Paul Westbrook

61

ANNUAL REPORT ON FORM 10-K

ITEM 8, ITEM 15 (a) (1) and (2)

INDEX TO FINANCIAL STATEMENTS

AND

FINANCIAL STATEMENT SCHEDULES

		Form 10-K Page
KIMCO REALTY CORPORATION AND SUBSIDIARIES
Report of Independent Registered Public Accounting Firm		63
Consolidated Financial Statements and Financial Statement Schedules:
	Consolidated Balance Sheets as of December 31, 2005 and 2004	66
	Consolidated Statements of Income for the years ended December 31, 2005, 2004 and 2003	67
	Consolidated Statements of Comprehensive Income for the  years ended December 31, 2005, 2004 and 2003	68
	Consolidated Statements of Stockholders’ Equity  for the years ended December 31, 2005, 2004 and 2003	69
	Consolidated Statements of Cash Flows for the years ended  December 31, 2005, 2004 and 2003	70
	Notes to Consolidated Financial Statements	71
	Financial Statement Schedules:
	II.     Valuation and Qualifying Accounts	110
	III.     Real Estate and Accumulated Depreciation	111

62

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
of Kimco Realty Corporation:

We have completed integrated audits of Kimco Realty Corporation’s 2005 and 2004 consolidated financial statements and of its internal control over financial reporting as of December 31, 2005, and an audit of its 2003 consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Our opinions, based on our audits, are presented below.

Consolidated financial statements and financial statement schedules

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Kimco Realty Corporation and its Subsidiaries (collectively, the “Company”) at December 31, 2005 and 2004, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2005 in conformity with accounting principles generally accepted in the United States of America.  In addition, in our opinion, the financial statement schedules listed in the index appearing under Item 15(a)(2) present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.  These financial statements and financial statement schedules are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits.  We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit of financial statements includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

Internal control over financial reporting

Also, in our opinion, management’s assessment, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A, that the Company maintained effective internal control over financial reporting as of December 31, 2005 based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), is fairly stated, in all material respects, based on those criteria.  Furthermore, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control – Integrated Framework issued by the COSO.  The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express opinions on management’s assessment and on the effectiveness of the Company’s internal control over financial reporting based on our audit.  We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.  An audit of internal control over financial reporting includes obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we consider necessary in the circumstances.  We believe that our audit provides a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed 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.  A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that

63

transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

New York, New York

March 6, 2006

64

Intentionally left blank.

65

KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share information)

	December 31, 2005		December 31, 2004
Assets:
Real Estate
Rental property
Land	$	686,123	$	626,914
Building and improvements		3,263,162		3,067,254
		3,949,285		3,694,168
Less, accumulated depreciation and amortization		740,127		634,642
		3,209,158		3,059,526
Real estate under development		611,121		398,054
Real estate, net		3,820,279		3,457,580
Investment and advances in real estate joint ventures		735,648		595,175
Other real estate investments		283,035		188,536
Mortgages and other financing receivables		132,675		140,717
Cash and cash equivalents		76,273		38,220
Marketable securities		206,452		123,771
Accounts and notes receivable		64,329		52,182
Deferred charges and prepaid expenses		84,022		72,653
Other assets		131,923		80,763
	$	5,534,636	$	4,749,597
Liabilities & Stockholders’ Equity:
Notes payable	$	2,147,405	$	1,608,925
Mortgages payable		315,336		353,071
Construction loans payable		228,455		156,626
Accounts payable and accrued expenses		119,605		97,952
Dividends payable		78,168		71,489
Other liabilities		135,609		118,243
		3,024,578		2,406,306
Minority interests		122,844		106,891
Commitments and contingencies
Stockholders’ Equity
Preferred stock, $1.00 par value, authorized 3,600,000 shares
Class F Preferred Stock, $1.00 par value, authorized 700,000 shares
Issued and outstanding 700,000 shares		700		700
Aggregate liquidation preference $175,000
Common stock, $.01 par value, authorized 300,000,000 shares
Issued and outstanding 228,059,056 and 224,852,812 shares, respectively		2,281		2,249
Paid-in capital		2,255,332		2,199,419
Retained earnings/(cumulative distributions in excess of net income)		59,855		(3,749	)
		2,318,168		2,198,619
Accumulated other comprehensive income		69,046		37,781
		2,387,214		2,236,400
	$	5,534,636	$	4,749,597

The accompanying notes are an integral part of these consolidated financial statements.

66

KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share information)

	Year Ended December 31,
		2005			2004			2003
Real estate operations:
Revenues from rental property		$	522,545		$	507,641		$	466,225
Rental property expenses:
Rent			10,267			10,794			10,603
Real estate taxes			67,022			65,530			58,587
Operating and maintenance			60,686			53,940			51,145
			137,975			130,264			120,335
			384,570			377,377			345,890
Mortgage and other financing income			27,586			15,032			18,869
Management and other fee income			30,474			25,445			15,315
Depreciation and amortization			(105,942	)		(99,616	)		(83,212	)
General and administrative expenses			(56,803	)		(44,235	)		(38,286	)
Interest, dividends and other investment income			28,350			18,702			19,124
Other income/(expense), net			5,393			10,124			(4,125	)
Interest expense			(127,711	)		(107,177	)		(102,391	)
Gain on early extinguishment of debt			—			—			2,921
			185,917			195,652			174,105
Provision for income taxes			(430	)		(3,919	)		(1,516	)
Income from other real estate investments			57,943			30,127			22,828
Equity in income of real estate joint ventures, net			77,454			56,385			42,276
Minority interests in income, net			(12,446	)		(9,660	)		(7,781	)
Gain on sale of development properties net of tax of $10,824, $4,401, and $6,998, respectively			22,812			12,434			10,497
Income from continuing operations			331,250			281,019			240,409
Discontinued operations:
Income from discontinued operating properties			5,725			5,359			13,892
Gain on early extinguishment of debt			—			—			6,760
Loss on operating properties held for sale/sold			(5,098	)		(5,064	)		(4,016	)
Gain on disposition of operating properties			28,918			15,823			47,657
Income from discontinued operations			29,545			16,118			64,293
Gain on transfer of operating properties			2,301			—			—
Loss on transfer of operating property			(150	)		—			—
Gain on sale of operating properties			682			—			3,177
			2,833			—			3,177
Net income			363,628			297,137			307,879
Original issuance costs associated with the redemption of preferred stock			—			—			(7,788	)
Preferred stock dividends			(11,638	)		(11,638	)		(14,669	)
Net income available to common shareholders		$	351,990		$	285,499		$	285,422
Per common share:
Income from  continuing operations:
-Basic		$	1.42		$	1.21		$	1.03
-Diluted		$	1.40		$	1.19		$	1.02
Net income :
-Basic		$	1.55		$	1.28		$	1.33
-Diluted		$	1.52		$	1.26		$	1.31
Weighted average common shares outstanding:
-Basic			226,641			222,859			214,184
-Diluted			230,868			227,143			217,540

The accompanying notes are an integral part of these consolidated financial statements.

67

KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

	Year Ended December 31,
		2005		2004			2003
Net income		$	363,628	$	297,137		$	307,879
Other comprehensive income:
Change in unrealized gain on marketable securities			26,689		28,594			3,798
Change in unrealized gain on interest rate swaps			—		—			620
Change in unrealized (loss)/gain on warrants			—		(8,252	)		4,319
Change in unrealized gain/(loss) on foreign currency hedge agreements			2,536		(15,102	)		(15,465	)
Change in foreign currency translation adjustment			2,040		15,675			16,193
Other comprehensive income			31,265		20,915			9,465
Comprehensive income		$	394,893	$	318,052		$	317,344

The accompanying notes are an integral part of these consolidated financial statements.

68

KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Years Ended December 31, 2005, 2004, and 2003

(in thousands, except per share information)

														Retained Earnings/ (Cumulative Distributions in Excess of Net Income)
											Paid-in Capital						Accumulated Other Comprehensive Income
	Preferred Stock						Common Stock												Total Stockholders’ Equity
	Issued			Amount			Issued		Amount
Balance, January 1, 2003		900		$	900			209,204	$	2,092	$	1,983,774		$	(85,367	)	$	7,401	$	1,908,800
Net income															307,879					307,879
Dividends ($1.10 per common share; $1.0979, $1.3399, $1.3610, and $1.016 per Class A, Class B, Class C and Class F Depositary Share, respectively)															(252,624	)				(252,624	)
Issuance of common stock								9,888		98		192,654								192,752
Exercise of common stock options								2,156		22		25,766								25,788
Redemption of Class A, B and C preferred stock		(900	)		(900	)						(224,100	)							(225,000	)
Issuance of Class F Preferred Stock		700			700							168,086								168,786
Other comprehensive income																		9,465		9,465
Balance, December 31, 2003		700			700			221,248		2,212		2,146,180			(30,112	)		16,866		2,135,846
Net income															297,137					297,137
Dividends ($1.16 per common share; $1.6625 Class F Depositary Share, respectively)															(270,774	)				(270,774	)
Issuance of common stock								226		2		5,419								5,421
Exercise of common stock options								3,380		34		46,023								46,057
Amortization of stock option expense												1,798								1,798
Other comprehensive income																		20,915		20,915
Balance, December 31, 2004		700			700			224,854		2,248		2,199,420			(3,749	)		37,781		2,236,400
Net income															363,628					363,628
Dividends ($1.27 per common share; $1.6625 Class F Depositary Share, respectively)															(300,024	)				(300,024	)
Issuance of common stock								242		3		6,837								6,840
Exercise of common stock options								2,963		30		44,467								44,497
Amortization of stock option expense												4,608								4,608
Other comprehensive income																		31,265		31,265
Balance, December 31, 2005		700		$	700			228,059	$	2,281	$	2,255,332		$	59,855		$	69,046	$	2,387,214

The accompanying notes are an integral part of these consolidated financial statements.

69

KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Year Ended December 31,
	2005			2004			2003
Cash flow from operating activities:
Net income	$	363,628		$	297,137		$	307,879
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		108,042			102,872			89,068
Loss on operating properties held for sale/sold/transferred		5,248			8,029			4,016
Gain on sale of development properties		(33,636	)		(16,835	)		(17,495	)
Gain on sale/transfer of operating properties		(31,901	)		(15,823	)		(50,834	)
Gain on early extinguishment of debt		—			—			(9,681	)
Minority interests in income, net		12,446			9,660			7,781
Equity in income of  real estate joint ventures, net		(77,454	)		(56,385	)		(42,276	)
Income from other real estate investments		(40,562	)		(23,571	)		(19,976	)
Distributions of unconsolidated investments		116,765			94,994			67,712
Change in accounts and notes receivable		(12,156	)		(1,742	)		(596	)
Change in accounts payable and accrued expenses		10,606			2,850			(2,545	)
Change in other operating assets and liabilities		(10,229	)		(36,010	)		(24,421	)
Net cash flow provided by operating activities		410,797			365,176			308,632
Cash flow from investing activities:
Acquisition of and improvements to operating real estate		(431,514	)		(351,369	)		(917,403	)
Acquisition of and improvements to real estate under development		(452,722	)		(204,631	)		(187,877	)
Investment in marketable securities		(93,299	)		(70,864	)		(23,680	)
Proceeds from sale of marketable securities		46,692			22,278			62,744
Proceeds from transferred operating/development properties		128,537			342,496			—
Investments and advances to real estate joint ventures		(267,287	)		(203,569	)		(152,997	)
Reimbursements of advances to real estate joint ventures		130,590			80,689			93,729
Other real estate investments		(123,005	)		(113,663	)		(52,818	)
Reimbursements of advances to other real estate investments		26,969			34,045			13,264
Investment in mortgage loans receivable		(82,305	)		(136,637	)		(64,652	)
Collection of mortgage loans receivable		90,709			103,819			41,529
Other investments		(3,152	)		(1,551	)		—
Settlement of net investment hedges		(34,580	)		—			—
Proceeds from sale of mortgage loan receivable		—			—			36,723
Proceeds from sale of operating properties		89,072			43,077			423,237
Proceeds from sale of development properties		259,280			156,283			90,565
Net cash flow (used for) investing activities		(716,015	)		(299,597	)		(637,636	)
Cash flow from financing activities:
Principal payments on debt, excluding normal amortization of rental property debt		(66,794	)		(54,322	)		(18,326	)
Principal payments on rental property debt		(8,296	)		(7,848	)		(5,813	)
Principal payments on construction loan financings		(98,002	)		(66,950	)		(40,644	)
Proceeds from mortgage/construction loan financings		265,418			348,386			110,816
Borrowings under revolving credit facilities		210,188			336,675			195,000
Repayment of borrowings under revolving credit facilities		(156,486	)		(100,000	)		(190,000	)
Proceeds from issuance of unsecured senior notes/term loan		672,429			200,000			650,000
Repayment of unsecured notes/term loan		(200,250	)		(514,000	)		(271,000	)
Financing origination costs		(9,538	)		—			—
Redemption of minority interests		(21,024	)		(3,781	)		(4,729	)
Dividends paid		(293,345	)		(265,254	)		(246,301	)
Proceeds from issuance of stock		48,971			51,447			387,327
Redemption of preferred stock		—			—			(225,000	)
Net cash flow provided by (used for) financing activities		343,271			(75,647	)		341,330
Change in cash and cash equivalents		38,053			(10,068	)		12,326
Cash and cash equivalents, beginning of year		38,220			48,288			35,962
Cash and cash equivalents, end of year	$	76,273		$	38,220		$	48,288
Interest paid during the year (net of capitalized interest of $12,587, $8,732 and $8,887, respectively)	$	121,087		$	108,117		$	97,215
Income taxes paid during the year	$	13,763		$	10,694		$	15,901

The accompanying notes are an integral part of these consolidated financial statements.

70

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Amounts relating to the number of buildings, square footage, tenant and occupancy data and estimated project costs are unaudited.

1.        Summary of Significant Accounting Policies:

Business
Kimco Realty Corporation (the “Company” or “Kimco”), its subsidiaries, affiliates and related real estate joint ventures are engaged principally in the operation of neighborhood and community shopping centers which are anchored generally by discount department stores, supermarkets or drugstores.  The Company also provides property management services for shopping centers owned by affiliated entities, various real estate joint ventures and unaffiliated third parties.
Additionally, in connection with the Tax Relief Extension Act of 1999 (the “RMA”), which became effective January 1, 2001, the Company is now permitted to participate in activities which it was precluded from previously in order to maintain its qualification as a Real Estate Investment Trust (“REIT”), so long as these activities are conducted in entities which elect to be treated as taxable subsidiaries under the Internal Revenue Code, as amended (the “Code”), subject to certain limitations.  As such, the Company, through its taxable REIT subsidiaries, is engaged in various retail real estate related opportunities including (i) merchant building, through its Kimco Developers, Inc. (“KDI”) subsidiary, which is primarily engaged in the ground-up development of neighborhood and community shopping centers and the subsequent sale thereof upon completion, (ii) retail real estate advisory and disposition services which primarily focuses on leasing and disposition strategies of retail real estate controlled by both healthy and distressed and/or bankrupt retailers and (iii) acting as an agent or principal in connection with tax deferred exchange transactions.
The Company seeks to reduce its operating and leasing risks through diversification achieved by the geographic distribution of its properties, avoiding dependence on any single property, and a large tenant base.  At December 31, 2005, the Company’s single largest neighborhood and community shopping center accounted for only 1.2% of the Company’s annualized base rental revenues and only 0.8% of the Company’s total shopping center gross leasable area (“GLA”).  At December 31, 2005, the Company’s five largest tenants were The Home Depot, TJX Companies, Sears Holdings, Kohl’s and Royal Ahold, which represented approximately 3.6%, 3.2%, 2.7%, 2.5% and 2.0%, respectively, of the Company’s annualized base rental revenues, including the proportionate share of base rental revenues from properties in which the Company has less than a 100% economic interest.
The principal business of the Company and its consolidated subsidiaries is the ownership, development, management and operation of retail shopping centers, including complementary services that capitalize on the Company’s established retail real estate expertise.  The Company does not distinguish its principal business or group its operations on a geographical basis for purposes of measuring performance.  Accordingly, the Company believes it has a single reportable segment for disclosure purposes in accordance with accounting principles generally accepted in the United States of America.
Principles of Consolidation and Estimates
a.	The accompanying Consolidated Financial Statements include the accounts of the Company, its subsidiaries, all of which are wholly-owned, and all entities in which the Company has a controlling interest, including where the Company has been determined to be a primary beneficiary of a variable interest entity in accordance with the provisions and guidance of Interpretation No. 46(R), Consolidation of Variable Interest Entities (“FIN 46(R)”) or meets certain criteria of a sole general partner or managing member as identified in accordance with Emerging Issues Task Force (“EITF”) Issue 04-5, Investor’s Accounting for an Investment in a Limited Partnership when the Investor is the Sole General Partner and the Limited Partners have Certain Rights (“EITF 04-5”).  All intercompany balances and transactions have been eliminated in consolidation.
	Accounting principles generally accepted in the United States of America (“GAAP”) require the Company’s management to make estimates and assumptions that affect the

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reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during a reporting period.  The most significant assumptions and estimates relate to the valuation of real estate, depreciable lives, revenue recognition and the collectability of trade accounts receivable.  Application of these assumptions requires the exercise of judgment as to future uncertainties and, as a result, actual results could differ from these estimates.

Minority Interests

Minority interests represents the portion of equity that the Company does not own in those entities it consolidates as a result of having a controlling interest or determined that the Company was the primary beneficiary of variable interest entity in accordance with the provisions and guidance of FIN 46(R).

Minority interests also include approximately 4.8 million convertible units (the “Convertible Units”) issued by the Company valued at $80.0 million related to an interest acquired in a shopping center property located in Daly City, CA, in 2002.  The Convertible Units are convertible at a ratio of 1:1 into the Company’s common stock and are entitled to a distribution equal to the dividend rate of the Company’s common stock multiplied by 1.1057.

Real Estate

Real estate assets are stated at cost, less accumulated depreciation and amortization.  If there is an event or a change in circumstances that indicates that the basis of a property (including any related amortizable intangible assets or liabilities) may not be recoverable, then management will assess any impairment in value by making a comparison of (i) the current and projected operating cash flows (undiscounted and without interest charges) of the property over its remaining useful life and (ii) the net carrying amount of the property.  If the current and projected operating cash flows (undiscounted and without interest charges) are less than the carrying value of the property, the carrying value would be adjusted to an amount to reflect the estimated fair value of the property.

When a real estate asset is identified by management as held for sale, the Company ceases depreciation of the asset and estimates the sales price, net of selling costs.  If, in management’s opinion, the net sales price of the asset is less than the net book value of the asset, an adjustment to the carrying value would be recorded to reflect the estimated fair value of the property.

Upon acquisition of real estate operating properties, the Company estimates the fair value of acquired tangible assets (consisting of land, building and improvements) and identified intangible assets and liabilities (consisting of above and below-market leases, in-place leases and tenant relationships) and assumed debt in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141, Business Combinations. Based on these estimates, the Company allocates the purchase price to the applicable assets and liabilities.

The Company utilizes methods similar to those used by independent appraisers in estimating the fair value of acquired assets and liabilities.  The fair value of the tangible assets of an acquired property considers the value of the property “as-if-vacant”.  The fair value reflects the depreciated replacement cost of the permanent assets, with no trade fixtures included.

In allocating the purchase price to identified intangible assets and liabilities of an acquired property, the value of above-market and below-market leases is estimated based on the present value of the difference between the contractual amounts to be paid pursuant to the leases and management’s estimate of the market lease rates and other lease provisions (i.e., expense recapture, base rental changes, etc.) measured over a period equal to the estimated remaining term of the lease.  The capitalized above-market or below-market intangible is amortized to rental income over the estimated remaining term of the respective leases.

In determining the value of in-place leases, management considers current market conditions and costs to execute similar leases in arriving at an estimate of the carrying costs during the expected lease-up period from vacant to existing occupancy.

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In estimating carrying costs, management includes real estate taxes, insurance, other operating expenses and estimates of lost rental revenue during the expected lease-up periods and costs to execute similar leases including leasing commissions, legal and other related costs based on current market demand. In estimating the value of tenant relationships, management considers the nature and extent of the existing tenant relationship, the expectation of lease renewals, growth prospects, and tenant credit quality, among other factors.  The value assigned to in-place leases and tenant relationships is amortized over the estimated remaining term of the leases.  If a lease were to be terminated prior to its scheduled expiration, all unamortized costs relating to that lease would be written off.

           Depreciation and amortization are provided on the straight-line method over the estimated useful lives of the assets, as  follows:

Buildings	15 to 50 years
Fixtures, building and leasehold improvements (including certain identified intangible assets)	Terms of leases or useful lives, whichever is shorter

Expenditures for maintenance and repairs are charged to operations as incurred.  Significant renovations and replacements, which improve and extend the life of the asset, are capitalized.  The useful lives of amortizable intangible assets are evaluated each reporting period with any changes in estimated useful lives being accounted for over the revised remaining useful life.

Real Estate Under Development

Real estate under development represents both the ground-up development of neighborhood and community shopping center projects which are subsequently sold upon completion and projects which the Company may hold as long-term investments.  These properties are carried at cost and no depreciation is recorded on these assets.  The cost of land and buildings under development includes specifically identifiable costs. The capitalized costs include pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and related costs of personnel directly involved and other costs incurred during the period of development. The Company ceases cost capitalization when the property is held available for occupancy upon substantial completion of tenant improvements, but no later than one year from the completion of major construction activity.  If, in management’s opinion, the net sales price of assets held for resale or the current and projected undiscounted cash flows of these assets to be held as long-term investments is less than the net carrying value, the carrying value would be adjusted to an amount to reflect the estimated fair value of the property.

Investments in Unconsolidated Joint Ventures

The Company accounts for its investments in unconsolidated joint ventures under the equity method of accounting as the Company exercises significant influence, but does not control, these entities.  These investments are recorded initially at cost and subsequently adjusted for cash contributions and distributions.  Earnings for each investment are recognized in accordance with each respective investment agreement and where applicable, based upon an allocation of the investment’s net assets at book value as if the investment was hypothetically liquidated at the end of each reporting period.

The Company’s joint ventures and other real estate investments primarily consist of co-investments with institutional and other joint venture partners in neighborhood and community shopping center properties, consistent with its core business.  These joint ventures typically obtain non-recourse third party financing on their property investments, thus contractually limiting the Company’s losses to the amount of its equity investment; and due to the lender’s exposure to losses, a lender typically will require a minimum level of equity in order to mitigate its risk.  The Company’s exposure to losses associated with its unconsolidated joint ventures is primarily limited to its carrying value in these investments.

On a periodic basis, management assesses whether there are any indicators that the value of the Company’s investments in unconsolidated joint ventures may be impaired.  An investment’s value is impaired only if management’s estimate of the fair value of the investment is less than the carrying value of the investment and such difference is

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deemed to be other than temporary.  To the extent impairment has occurred, the loss shall be measured as the excess of the carrying amount of the investment over the estimated fair value of the investment.

Other Real Estate Investments

Other real estate investments primarily consist of Preferred equity investments for which the Company provides capital to developers and owners of real estate.  The Company typically accounts for its Preferred equity investments on the equity method of accounting, whereby earnings for each investment are recognized in accordance with each respective investment agreement and based upon an allocation of the investment’s net assets at book value as if the investment was hypothetically liquidated at the end of each reporting period.

Mortgage and Other Financing Receivables

Mortgages and other financing receivables consist of loans purchased and loans originated by the Company.  Loan receivables are recorded at stated principal amounts net of any discount or premium or deferred loan origination costs or fees.  The related discounts or premiums on mortgages and other loans purchased are amortized or accreted over the life of the related loan receivable.  The Company defers certain loan origination and commitment fees, net of certain origination costs, and amortizes them as an adjustment of the loan’s yield over the term of the related loan.  The Company evaluates the collectibility of both interest and principal of each of its loans to determine whether it is impaired.  A loan is considered to be impaired, when based upon current information and events, it is probable that the Company will be unable to collect all amounts due according to the existing contractual terms.  When a loan is considered to be impaired, the amount of loss is calculated by comparing the recorded investment to the value determined by discounting the expected future cash flows at the loan’s effective interest rate or to the value of the underlying collateral if the loan is collateralized.  Interest income on performing loans is accrued as earned.  Interest income on impaired loans is recognized on a cash basis.

Cash and Cash Equivalents

Cash and cash equivalents (demand deposits in banks, commercial paper and certificates of deposit with original maturities of three months or less) includes tenants’ security deposits, escrowed funds and other restricted deposits approximating $6.7 million and $0.5 million at December 31, 2005 and 2004, respectively.

Cash and cash equivalent balances may, at a limited number of banks and financial institutions, exceed insurable amounts. The Company believes it mitigates its risks by investing in or through major financial institutions. Recoverability of investments is dependent upon the performance of the issuers.

Marketable Securities

The Company classifies its existing marketable equity securities as available-for-sale in accordance with the provisions of SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities.  These securities are carried at fair market value, with unrealized gains and losses reported in stockholders’ equity as a component of Accumulated other comprehensive income (“OCI”). Gains or losses on securities sold are based on the specific identification method.

All debt securities are classified as held-to-maturity because the Company has the positive intent and ability to hold the securities to maturity.  Held-to-maturity securities are stated at amortized cost, adjusted for amortization of premiums and accretion of discounts to maturity.

Deferred Leasing and Financing Costs

Costs incurred in obtaining tenant leases and long-term financing, included in deferred charges and prepaid expenses in the accompanying Consolidated Balance Sheets, are amortized over the terms of the related leases or debt agreements, as applicable.

Revenue Recognition and Accounts Receivable

Base rental revenues from rental property are recognized on a straight-line basis over

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the terms of the related leases.  Certain of these leases also provide for percentage rents based upon the level of sales achieved by the lessee.  These percentage rents are recognized once the required sales level is achieved.  Rental income may also include payments received in connection with lease termination agreements.  In addition, leases typically provide for reimbursement to the Company of common area maintenance costs, real estate taxes and other operating expenses.  Operating expense reimbursements are recognized as earned.

Management and other fee income consist of property management fees, leasing fees, property acquisition and disposition fees, development fees and asset management fees. These fees arise from contractual agreements with third parties or with entities in which the Company has a partial non-controlling interest.  Fee income is recognized as earned under the respective agreements.  Acquisition and disposition fees are recognized when the respective transactions are completed.  Fee income related to partially owned entities is recognized to the extent attributable to the unaffiliated interest.

Gains and losses from the sale of depreciated operating property and ground-up development projects are generally recognized using the full accrual method in accordance with Statement of Financial Accounting Standards No. 66, Accounting for Sales of Real Estate (“SFAS No. 66”), provided that various criteria relating to the terms of sale and subsequent involvement by the Company with the properties are met.

Gains and losses on transfers of operating properties result from the sale of partial interest in properties to unconsolidated joint ventures and are recognized using the partial sale provisions of SFAS No. 66.

The Company makes estimates of the uncollectability of its accounts receivable related to base rents, expense reimbursements and other revenues.  The Company analyzes accounts receivable and historical bad debt levels, customer credit worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts.  In addition, tenants in bankruptcy are analyzed and estimates are made in connection with the expected recovery of pre-petition and post-petition claims.  The Company’s reported net income is directly affected by management’s estimate of the collectability of accounts receivable.

Income Taxes

The Company has made an election to qualify, and believes it is operating so as to qualify, as a REIT for federal income tax purposes. Accordingly, the Company generally will not be subject to federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable income as defined under Section 856 through 860 of the Code.

In connection with the RMA, which became effective January 1, 2001, the Company is now permitted to participate in certain activities which it was previously precluded from in order to maintain its qualification as a REIT, so long as these activities are conducted in entities which elect to be treated as taxable subsidiaries under the Code.  As such, the Company is subject to federal and state income taxes on the income from these activities.

Income taxes are accounted for under the asset and liability method.  Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards.  Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

Foreign Currency Translation and Transactions

Assets and liabilities of the Company’s foreign operations are translated using year-end exchange rates, and revenues and expenses are translated using exchange rates as determined throughout the year.  Gains or losses resulting from translation are included in OCI, as a separate component of the Company’s stockholders’ equity.  Gains or losses resulting from foreign currency transactions are translated to local currency at the rates of exchange prevailing at the dates of the transactions.  The effect of the transaction’s gain or loss is included in the caption Other income/(expense), net in the Consolidated Statements of Income.

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Derivative/Financial Instruments

The Company measures its derivative instruments at fair value and records them in the Consolidated Balance Sheet as an asset or liability, depending on the Company’s rights or obligations under the applicable derivative contract.  In addition, the fair value adjustments will be recorded in either stockholders’ equity or earnings in the current period based on the designation of the derivative.  The effective portions of changes in fair value of cash flow hedges are reported in OCI and are subsequently reclassified into earnings when the hedged item affects earnings.  Changes in the fair value of foreign currency hedges that are designated and effective as net investment hedges are included in the cumulative translation component of OCI to the extent they are economically effective and are subsequently reclassified to earnings when the hedged investments are sold or otherwise disposed of.  The changes in fair value of derivative instruments which are not designated as hedging instruments and the ineffective portions of hedges are recorded in earnings for the current period.

The Company utilizes derivative financial instruments to reduce exposure to fluctuations in interest rates, foreign currency exchange rates and market fluctuation on equity securities.  The Company has established policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities.  The Company has not entered, and does not plan to enter, into financial instruments for trading or speculative purposes.  Additionally, the Company has a policy of only entering into derivative contracts with major financial institutions.  The principal financial instruments used by the Company are interest rate swaps, foreign currency exchange forward contracts, cross-currency swaps and warrant contracts.  These derivative instruments were designated and qualified as cash flow, fair value or foreign currency hedges (see Note 15).

Earnings Per Share

On July 21, 2005, the Company’s Board of Directors declared a two-for-one split (the “Stock Split”) of the Company’s common stock which was effected in the form of a stock dividend paid on August 23, 2005 to stockholders of record on August 8, 2005.  All share and per share data included in the accompanying Consolidated Financial Statements and Notes thereto have been adjusted to reflect this Stock Split.

The following table sets forth the reconciliation of earnings and the weighted average number of shares used in the calculation of basic and diluted earnings per share (amounts presented in thousands, except per share data):

	2005			2004			2003
Computation of Basic Earnings Per Share:
Income from continuing operations	$	331,250		$	281,019		$	240,409
Gain on transfer/sale of operating properties, net		2,833			—			3,177
Original issuance costs associated with the redemption of preferred stock		—			—			(7,788	)
Preferred stock dividends		(11,638	)		(11,638	)		(14,669	)
Income from continuing operations applicable to common shares		322,445			269,381			221,129
Income from discontinued operations		29,545			16,118			64,293
Net income applicable to common shares	$	351,990		$	285,499		$	285,422
Weighted average common shares outstanding		226,641			222,859			214,184
Basic Earnings Per Share:
Income from continuing operations	$	1.42		$	1.21		$	1.03
Income from discontinued operations		0.13			0.07			0.30
Net income	$	1.55		$	1.28		$	1.33
Computation of Diluted Earnings Per Share:
Income from continuing operations applicable to common shares (a)	$	322,445		$	269,381		$	221,129
Income from discontinued operations		29,545			16,118			64,293
Net income for diluted earnings per share	$	351,990		$	285,499		$	285,422
Weighted average common shares outstanding – Basic		226,641			222,859			214,184
Effect of dilutive securities (a):
Stock options/deferred stock awards		4,227			4,284			3,356
Shares for diluted earnings per share		230,868			227,143			217,540
Diluted Earnings Per Share:
Income from continuing operations	$	1.40		$	1.19		$	1.02
Income from discontinued operations		0.12			0.07			0.29
Net income	$	1.52		$	1.26		$	1.31

(a) The effect of the assumed conversion of convertible units had an anti-dilutive effect upon the calculation of Income from continuing operations per share.  Accordingly, the impact of such conversion has not been included in the determination of diluted earnings per share calculations.

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The Company maintains a stock option plan (the “Plan”), for which prior to January 1, 2003, the Company accounted for under the intrinsic value-based method of accounting prescribed by Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations including FASB Interpretation No. 44, Accounting for Certain Transactions involving Stock Compensation (an interpretation of APB Opinion No. 25).  Effective January 1, 2003, the Company adopted the prospective method provisions of SFAS No. 148, Accounting for Stock-Based Compensation – Transition and Disclosure an Amendment of FASB Statement No. 123 (“SFAS No. 148”), which will apply the recognition provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation (“SFAS No. 123”) to all employee awards granted, modified or settled after January 1, 2003.  Awards under the Company’s Plan generally vest ratably over a three or five-year term and expire ten years from the date of grant.  Therefore, the cost related to stock-based employee compensation included in the determination of net income is less than that which would have been recognized if the fair value based method had been applied to all awards since the original effective date of SFAS No. 123.  The following table illustrates the effect on net income and earnings per share if the fair value based method had been applied to all outstanding stock awards in each period (amounts presented in thousands, except per share data):

		2005			2004			2003
Net income, as reported		$	363,628		$	297,137		$	307,879
Add: Stock based employee compensation expense included in reported net income			4,608			1,650			148
Deduct:	Total stock based employee compensation expense determined under fair value based method for all awards		(5,206	)		(3,316	)		(3,095	)
Pro Forma Net Income – Basic		$	363,030		$	295,471		$	304,932
Earnings Per Share
Basic – as reported		$	1.55		$	1.28		$	1.33
Basic – pro forma		$	1.55		$	1.27		$	1.32
Net income for diluted earnings per share		$	351,990		$	285,499		$	285,422
Add: Stock based employee compensation expense included in reported net income			4,608			1,650			148
Deduct:	Total stock based employee compensation expense determined under fair value based method for all awards		(5,206	)		(3,316	)		(3,095	)
Pro Forma Net Income – Diluted		$	351,392		$	283,833		$	282,475
Earnings Per Share
Diluted – as reported		$	1.52		$	1.26		$	1.31
Diluted – pro forma		$	1.52		$	1.25		$	1.30

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These pro forma adjustments to net income and net income per diluted common share assume fair values of each option grant estimated using the Black-Scholes option pricing formula.  The more significant assumptions underlying the determination of such fair values for options granted during 2005, 2004 and 2003 include: (i) weighted average risk-free interest rates of 4.03%, 3.30% and 2.84%, respectively;  (ii) weighted average expected option lives of 4.80 years, 3.72 years and 3.8 years, respectively; (iii) weighted average expected volatility of 18.01%, 16.69% and 15.26%, respectively, and (iv) weighted average expected dividend yield of 5.30%, 5.59% and 6.25%, respectively.  The per share weighted average fair value at the dates of grant for options awarded during 2005, 2004 and 2003 was $3.21, $2.14 and $1.18, respectively.

New Accounting Pronouncements

In December 2004, the FASB issued SFAS No. 123, (revised 2004) Share-Based Payment (“SFAS No. 123(R)”), which supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance.  SFAS No. 123(R) established standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services.  It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.  This Statement focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions.  SFAS No. 123(R) is effective for fiscal years beginning after December 15, 2005.  The impact of adopting this statement is not expected to have a material impact on the Company’s financial position or results of operations.

In December 2004, the FASB issued Statement No. 153, Exchange of Non-monetary Assets - an amendment of APB Opinion No. 29 (“SFAS No. 153”).  The guidance in APB Opinion No. 29, Accounting for Non-monetary Transactions, is based on the principle that exchanges of non-monetary assets should be measured based on the fair value of the assets exchanged.  The guidance in that Opinion, however, included certain exceptions to that principle.  This Statement amends Opinion No. 29 to eliminate the exception for non-monetary assets that do not have commercial substance.  A non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS No. 153 is effective for non-monetary asset exchanges occurring in fiscal periods beginning after June 15, 2005.  The impact of adopting this statement did not have a material impact on the Company’s financial position or results of operations.

In March 2005, the FASB issued Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations (“FIN 47”).  FIN 47 requires an entity to recognize a liability for a conditional asset retirement obligation when incurred if the liability can be reasonably estimated.  FIN 47 clarifies that the term “Conditional Asset Retirement Obligation” refers to a legal obligation (pursuant to existing laws or by contract) to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the

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	entity.  FIN 47 also clarifies when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation.  FIN 47 was effective no later than fiscal years ended after December 15, 2005.  The Company adopted FIN 47 as required effective December 31, 2005 and the initial application of FIN 47 did not have a material impact on the Company’s financial position or results of operations.
	In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections (“SFAS No. 154”), which replaces Accounting Principle Board Opinion No. 20, Accounting Changes and SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements.  SFAS No. 154 changes the requirements for the accounting for and reporting of a change in accounting principles.  It requires retrospective application to prior periods’ financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change.  This statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005.
	In September 2005, the EITF issued Issue 04-5, Investor’s Accounting for an Investment in a Limited Partnership When the Investor is the Sole General Partner and the Limited Partners Have Certain Rights, (“EITF 04-5”).  At issue is what rights held by the limited partner(s) preclude consolidation in circumstances in which the sole general partner would consolidate the limited partnership in accordance with U.S. generally accepted accounting principles.  The assessment of limited partners’ rights and their impact on the presumption of control of the limited partnership by the sole general partner should be made when an investor becomes the sole general partner and should be reassessed if (i) there is a change to the terms or in the exercisability of the rights of the limited partners, (ii) the sole general partner increases or decreases its ownership of limited partnership interests, or (iii) there is an increase or decrease in the number of outstanding limited partnership interests.  This issue is effective no later than for fiscal years beginning after December 15, 2005 and as of June 29, 2005 for new or modified arrangements.  The impact of adopting EITF 04-5 is not expected to have a material impact on the Company’s financial position or results of operations.
	Reclassifications
	Certain reclassifications of prior years’ amounts have been made to conform with the current year presentation.
2.	Real Estate:
	The Company’s components of Rental property consist of the following (in thousands):

	December 31,
	2005			2004
Land	$	686,123		$	626,914
Buildings and improvements
Buildings		2,696,194			2,650,107
Building improvements		180,005			106,061
Tenant improvements		334,765			263,322
Fixtures and leasehold improvements		17,088			15,697
Other rental property, net (1)		35,110			32,067
		3,949,285			3,694,168
Accumulated depreciation and amortization		(740,127	)		(634,642	)
Total	$	3,209,158		$	3,059,526

(1) At December 31, 2005 and 2004, Other rental property, net consisted of intangible assets including $23,539 and $14,232, respectively, of in-place leases, $7,366 and $10,188, respectively, of tenant relationships and $4,205 and $7,647, respectively, of above-market leases.  In addition, at December 31, 2005 and 2004, the Company had intangible liabilities relating to below-market leases from property acquisitions of approximately $50.1 million and $50.0 million, respectively.  These amounts are included in the caption Other liabilities in the Company’s Consolidated Balance Sheets.

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3.	Property Acquisitions, Developments and Other Investments:
	Operating Properties
	Acquisition of Existing Shopping Centers -
	During the years 2005, 2004 and 2003, the Company acquired operating properties, in separate transactions, at aggregate costs of approximately $278.0 million, $440.5 million and $293.9 million, respectively.
	Ground-Up Development -
	During 2005, the Company acquired, in separate transactions, various parcels of land located in Mesa, AZ, and Nampa, ID for an aggregate purchase price of approximately $28.7 million.  These properties will be developed into retail centers with an aggregate of approximately 2.2 million square feet of GLA with a total estimated aggregate project cost of approximately $190.7 million.
	During May and June 2005, the Company acquired, in separate transactions, two parcels of land located in Saltillo and Pachuca, Mexico, for an aggregate purchase price of approximately $14.6 million.  The properties will be developed into retail centers with an aggregate total project cost of approximately $34.1 million.
	During June 2005, the Company acquired land in Tustin, CA, through a newly formed joint venture in which the Company has a 50% non-controlling interest, for a purchase price of approximately $23.0 million.  The property will be developed into a 1.0 million square foot retail center with a total estimated project cost of approximately $149.3 million.  The purchase of the land was funded through a new construction loan which bears interest at LIBOR plus 1.70% and is scheduled to mature in October 2007.  As of December 31, 2005, this construction loan had an outstanding balance of approximately $40.4 million.
	Additionally, during 2005, the Company acquired, in separate transactions, six parcels of land located in various cities throughout Mexico, through newly formed joint ventures in which the Company has non-controlling interests, for an aggregate purchase price of approximately $42.1 million.  The properties were at various stages of construction at acquisition and will be developed into retail centers with a projected total aggregate cost of approximately $133.1 million.
	During July 2004, the Company acquired land in Huehuetoca, Mexico, through a joint venture in which the Company has a 95% controlling interest, for a purchase price of approximately $6.9 million.  The property will be developed as a grocery-anchored retail center with a projected total cost of approximately $15.3 million.
	During August 2004, the Company acquired land located in San Luis Potosi, Mexico, through a joint venture in which the Company currently has a 64.4% controlling interest for a purchase price of approximately $5.8 million.  The property was developed into a retail center by the grocery tenant anchoring the project.  During December 2004, the Company acquired the completed building improvements from the tenant for a purchase price of approximately 77.2 million pesos (“MXN”) (approximately USD $6.9 million).
	During December 2004, the Company acquired land located in Reynosa, Mexico for a purchase price of approximately $13.8 million.  The property will be developed as a grocery anchored retail center with a projected total cost of approximately $22.0 million.
	Merchant Building -
	Effective January 1, 2001, the Company elected taxable REIT subsidiary status for its wholly-owned development subsidiary, KDI.  KDI is primarily engaged in the ground-up development of neighborhood and community shopping centers and the subsequent sale thereof upon completion.
	During the years 2005, 2004 and 2003, KDI expended approximately $363.1 million, $205.2 million and $208.9 million, respectively, in connection with the purchase of land and construction costs related to its ground-up development projects.

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These merchant building acquisition and development costs have been funded principally through proceeds from sales of completed projects and construction financings.

Other -

During 2005, the Company acquired ten self-storage facilities through an existing joint venture in which the Company held an approximate 93.5% economic interest, for a purchase price of approximately $39.9 million including the assumption of approximately $7.5 million of non-recourse fixed-rate mortgage debt encumbering three of the properties.  Upon completing this purchase, this entity owned 17 self-storage facilities located in various states.  The joint venture had cross-collateralized 14 of these properties with approximately $44.0 million of non-recourse floating-rate mortgage debt which was scheduled to mature in November 2007 and had an interest rate of LIBOR plus 2.75%. Based upon the provisions of FIN 46(R), the Company had determined that this entity was a VIE.  The Company had further determined that the Company was the primary beneficiary of this VIE and had therefore consolidated this entity for financial reporting purposes.  During November and December 2005, this entity disposed of, in separate transactions, four self-storage properties for an aggregate sales price of approximately $18.6 million resulting in an aggregate gain of approximately $5.8 million.  Proceeds from these sales were used to pay down approximately $9.8 million of mortgage debt and provided distributions to the partners.  As a result of these transactions, the Company’s economic interest had significantly decreased and the entity became subject to the reconsideration provisions of FIN 46(R).  Based upon this reconsideration event and the provision of FIN 46(R), the Company has determined that this entity is no longer a VIE and has therefore deconsolidated this entity and will now account for this investment under the equity method of accounting.  As of December 31, 2005, this entity owned 13 self-storage properties.  Three of the properties are encumbered by approximately $7.4 million of fixed-rate individual non-recourse mortgage debt which bears interest at 5.5% per annum and is scheduled to mature in June 2013.  The remaining ten properties are cross-collateralized with approximately $33.3 million of variable rate debt which bears interest at LIBOR plus 2.75% (7.09% at December 31, 2005) and is scheduled to mature in November 2007.  The Company’s maximum exposure to loss associated with this entity is primarily limited to the Company’s carrying value of this investment, which was approximately $14.2 million at December 31, 2005.

During June 2004, the Company acquired an operating property through the acquisition of the remaining 50% partnership interest in a joint venture in which the Company held a 50% interest. The property, acquired for approximately $12.5 million, is located in Tempe, AZ and is comprised of 0.2 million square feet of GLA.

During December 2004, the Company acquired a shopping center property through the acquisition of the remaining 50% partnership interest in a joint venture in which the Company held a 50% interest.  The property, acquired for approximately $4.5 million, is located in Tampa, FL and is comprised of 0.1 million square feet of GLA.

Additionally during December 2004, the Company acquired interests in two parking facilities and a medical office building located in Allegheny, PA that are subject to a ground lease, for a purchase price of approximately $29.8 million.

These operating property acquisitions, development costs and other investments have been funded principally through the application of proceeds from the Company’s public unsecured debt issuances, proceeds from mortgage and construction financings and availability under the Company’s revolving lines of credit.

FNC Realty Corporation -

From 2000 through 2002 the Company acquired approximately $28.9 million face amount of Frank’s Nursery and Crafts, Inc. (“Frank’s”), 10.25% bonds for an aggregate purchase price of approximately $11.3 million. During February 2001, Frank’s filed for protection under Chapter 11 of the United States Bankruptcy Code. During May 2002, Frank’s plan of reorganization was confirmed by the Bankruptcy court and Frank’s emerged from bankruptcy. Pursuant to Frank’s reorganization plan, the Company received approximately 4.3 million shares of Frank’s common stock valued at $2.34 per share in

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settlement of its Frank’s bond investment. As a result of this conversion, the Company held an approximate 27% interest in Frank’s and began accounting for its investment on the equity method. In addition, the Company began providing loans to Frank’s under a revolving credit facility, which was collateralized by certain real estate interests of Frank’s. As an inducement to make these loans, Frank’s issued the Company approximately 4.4 million warrants with an exercise price of $1.15 per share.

During September 2004, Frank’s again filed for protection under Chapter 11 of the United States Bankruptcy Code. The Company committed to provide Frank’s, in addition to its revolving credit facility, with $27.0 million of debtor-in-possession financing for a term of one year at an interest rate of Prime plus 1.00%. From the petition date until July 26, 2005, Frank’s operated its business as a debtor-in-possession and during this period had completely liquidated its inventory and ceased operating as a retailer.

Frank’s plan of reorganization included a Company sponsored re-capitalization plan in which the Company, along with several other significant shareholders, agreed to re-capitalize Frank’s with approximately $104.0 million in cash in exchange for debt and equity securities and convert Frank’s from a publicly held retail company to a privately held real estate company.

On July 27, 2005, Frank’s emerged from Chapter 11 bankruptcy pursuant to a bankruptcy court approved plan of reorganization as FNC Realty Corporation (“FNC”). Pursuant to the reorganization plan, shareholders of Frank’s were offered cash of $0.75 per share or the right to exchange Frank’s common stock for FNC common stock on a 1:1 basis. FNC’s capitalization included the issuance of approximately $27.0 million of common stock and $77.0 million of fixed-rate 7% convertible senior notes. The notes mature in July 2008, and may be converted at anytime by the holder for common shares of FNC at $0.75 per share. Proceeds from the issuance of common stock and convertible senior notes were used to repay all claims pursuant to the plan of reorganization, including amounts owed to the Company under its revolving credit facility and debtor-in-possession financing agreement.

Pursuant to the plan of reorganization, the Company received common shares of FNC representing an approximate 27% ownership interest in exchange for its interests in Frank’s.  In addition, the Company acquired an additional 24.5% interest in the common shares of FNC for cash of approximately $17 million, thereby increasing the Company’s ownership interest to approximately 51%. This acquisition of additional shares includes the exercise of warrants previously issued by Frank’s to the Company. The Company also acquired approximately $42 million of fixed-rate 7% convertible senior notes issued by FNC.

As a result of the increase in ownership interest from 27% to 51%, the Company became the controlling shareholder and therefore, commenced consolidation of FNC effective July 27, 2005. The acquisition of the additional 24.5% ownership interest has been accounted for as a step acquisition with the purchase price being allocated to the identified assets and liabilities of FNC.

As of July 27, 2005, FNC had approximately $154 million of net operating loss carry-forwards (“NOLs”), which may be utilized to offset future taxable income of FNC.  As Frank’s had recurring losses and was in bankruptcy, the realization of the NOLs was uncertain.  Accordingly, a full valuation allowance was previously recorded against the deferred tax asset relating to these NOLs.  Of the total amount of available NOLs, the Company has estimated approximately $124 million is unrestricted and $30 million is restricted (limited to utilization of $1.1 million per year).

The Company has evaluated the level of valuation allowance required and determined, based upon the expected investment strategy for FNC, that approximately $27 million of the allowance should be reduced and recorded as an adjustment to the purchase price allocation.

As of July 27, 2005, FNC held interests in 55 properties with approximately $16.1 million of non-recourse mortgage debt encumbering 16 of the properties. These loans bear interest at fixed rates ranging from 4.00% to 7.75% and maturity dates ranging from June 2012 through June 2022.  During December 2005, FNC pre-paid, without penalty, an aggregate $4.8 million of mortgage debt encumbering five of its properties.  The mortgage debt bore interest at a 7.3% fixed rate per annum and was scheduled to mature in August 2012.  As of December 31, 2005, FNC had approximately

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	$11.4 million of non-recourse mortgage debt encumbering 11 properties.  These remaining loans bear interest at fixed rates ranging from 4.00% to 7.75% and maturity dates ranging from June 2012 through June 2022.
	The Company’s investment strategy with respect to FNC includes re-tenanting, re-developing and disposition of the properties. From July 27, 2005 through December 31, 2005, FNC disposed of nine properties, in separate transactions, for an aggregate sales price of approximately $9.4 million.
4.	Dispositions of Real Estate:
	Operating Real Estate -
	During 2005, the Company (i) disposed of, in separate transactions, 20 operating properties for an aggregate sales price of approximately $93.3 million, (ii) transferred three operating properties to KROP for an aggregate price of approximately $49.0 million, (iii) transferred 52 operating properties to various joint ventures in which the Company has non-controlling interests ranging from 15% to 50% for an aggregate price of approximately $183.1 million.  For the year ended December 31, 2005, these transactions resulted in gains of approximately $31.9 million and a loss on sale/transfer from four of the properties of approximately $5.2 million.
	During June 2005, the Company disposed of a vacant land parcel located in New Ridge, MD for approximately $5.6 million resulting in a $4.6 million gain on sale.  This gain is included in Other income, net on the Company’s Condensed Consolidated Statements of Income.
	During 2004, the Company (i) disposed of, in separate transactions, 16 operating properties and one ground lease for an aggregate sales price of approximately $81.1 million, including the assignment of approximately $8.0 million of non-recourse mortgage debt encumbering one of the properties; cash proceeds of approximately $16.9 million from the sale of two of these properties were used in a 1031 exchange to acquire shopping center properties located in Roanoke, VA, and Tempe, AZ, (ii) transferred 17 operating properties to KROP, as defined below, for an aggregate price of approximately $197.9 million and (iii) transferred 21 operating properties, comprising approximately 3.2 million square feet of GLA, to various co-investment ventures in which the Company has non-controlling interests ranging from 10% to 30% for an aggregate price of approximately $491.2 million.  A significant portion of the properties transferred were acquired in the Mid-Atlantic Merger.
	Merchant Building -
	During 2005, KDI sold, in separate transactions, six of its recently completed projects, and 41 out-parcels for approximately $264.1 million.  These sales resulted in pre-tax gains of approximately $33.6 million.
	During 2004, KDI sold, in separate transactions, five of its recently completed projects, three completed phases of projects and 29 out-parcels for approximately $170.2 million.  These sales resulted in pre-tax gains of approximately $16.8 million.
	During 2003, KDI sold, in separate transactions, four of its recently completed projects and 26 out-parcels for approximately $134.6 million, which resulted in pre-tax gains of approximately $17.5 million.
5.	Adjustment of Property Carry Values:
	As part of the Company’s periodic assessment of its real estate properties with regard to both the extent to which such assets are consistent with the Company’s long-term real estate investment objectives and the performance and prospects of each asset, the Company determined in December 2004 that its investment in an operating property comprised of approximately 0.1 million square feet of GLA, with a book value of approximately $3.8 million, net of accumulated depreciation of approximately $2.6 million, may not be fully recoverable.  Based upon management’s assessment of current market conditions and lack of demand for the property, the Company reduced its anticipated holding period for this investment.  As a result, the Company determined that its investment in this asset was not fully recoverable and recorded an adjustment of property carrying value of approximately $3.0 million to reflect the property’s

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	estimated fair value.  The Company’s determination of estimated fair value was based upon third-party purchase offers less estimated closing costs.  This property was subsequently sold during 2005 and this adjustment was included along with the related property operations in the line Income from discontinued operating properties in the Company’s Consolidated Statements of Income.
6.	Discontinued Operations and Assets Held for Sale:
	In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (“SFAS No. 144”) the Company reports as discontinued operations assets held-for-sale (as defined by SFAS No. 144) as of the end of the current period and assets sold subsequent to the adoption of SFAS No. 144.  All results of these discontinued operations are included in a separate component of income on the Consolidated Statements of Income under the caption Discontinued operations.  This change has resulted in certain reclassifications of 2005, 2004 and 2003 financial statement amounts.
	The components of Income from discontinued operations for each of the three years in the period ended December 31, 2005 are shown below.  These include the results of operations through the date of each respective sale for properties sold during 2005, 2004 and 2003 and a full year of operations for those assets classified as held-for-sale as of December 31, 2005 (in thousands):

	2005			2004			2003
Discontinued Operations:
Revenues from rental property	$	10,769		$	16,930		$	30,385
Rental property expenses		(3,664	)		(5,311	)		(10,443	)
Income from property operations		7,105			11,619			19,942
Depreciation of rental property		(2,100	)		(3,255	)		(5,856	)
Interest expense		(571	)		(841	)		(106	)
Other income/(expense)		1,291			(2,164	)		(88	)
Income from discontinued operating properties		5,725			5,359			13,892
Gain on early extinguishment of debt		—			—			6,760
Loss on operating properties held for sale/sold		(5,098	)		(5,064	)		(4,016	)
Gain on disposition of operating properties		28,918			15,823			47,657
Income from discontinued operations	$	29,545		$	16,118		$	64,293

During March 2005, the Company reclassified as held-for-sale three shopping center properties comprising approximately 0.4 million square feet of GLA.  The book value of each of these properties, aggregating approximately $17.1 million, net of accumulated depreciation of approximately $8.4 million, did not exceed each of their estimated fair values.  As a result, no adjustment of property carrying value was recorded.  The Company’s determination of the fair value for each of these properties, aggregating approximately $22.1 million, was based upon executed contracts of sale with third parties less estimated selling costs.  The Company completed the sale of these properties during the quarter ended June 30, 2005.

During June 2005, the Company reclassified as held-for-sale a shopping center property comprising approximately 0.2 million square feet of GLA.  The book value of this property of approximately $25.1 million, net of accumulated depreciation of approximately $1.0 million, did not exceed its estimated fair value.  As a result, no adjustment of property carrying value had been recorded.  The Company’s determination of the fair value of this property of approximately $39.3 million, was based upon an executed contract of sale with a third party less estimated selling costs.

During December 2004, the Company reclassified as held-for-sale a shopping center property located in Melbourne, FL, comprising approximately 0.1 million square feet of GLA.  The operations associated with this property for the current and comparative

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	years, have been included in the caption Income from discontinued operations on the Company’s Consolidated Statements of Income.
	During March 2004, the Company reclassified as held-for-sale two shopping center properties comprising approximately 0.3 million square feet of GLA.  The book value of these properties, aggregating approximately $8.7 million, net of accumulated depreciation of approximately $4.2 million, exceeded their estimated fair value.  The Company’s determination of the fair value of these properties, aggregating approximately $4.5 million, was based upon contracts of sale with third parties less estimated selling costs.  As a result, the Company had recorded a loss resulting from an adjustment of property carrying values of $4.2 million.  During March 2004, the Company completed the sale of one of these properties, comprising approximately 0.1 million square feet of GLA, for a sales price of approximately $1.1 million.  During June 2004, the Company completed the sale of the other property, comprising approximately 0.2 million square feet of GLA, for a sales price of approximately $3.9 million.  The loss associated with these transactions along with the related property operations for the current and comparative years, has been included in the caption Income from discontinued operations on the Company’s Consolidated Statements of Income.
	During December 2003, the Company identified two operating properties, comprised of approximately 0.2 million square feet of GLA, as held-for-sale.  The book value of these properties, aggregating approximately $19.4 million, net of accumulated depreciation of approximately $2.1 million, exceeded their estimated fair value.  The Company’s determination of the fair value of these properties, aggregating approximately $15.4 million, was based upon contracts of sale with third parties less estimated selling costs.  As a result, the Company recorded a loss resulting from an adjustment of property carrying values of approximately $4.0 million.  This adjustment is included, along with the related property operations for the current and comparative years, in the caption Income from discontinued operations on the Company’s Consolidated Statements of Income.
	During 2003, the Company reached agreement with certain lenders in connection with three individual non-recourse mortgages encumbering three former Kmart sites.  The Company paid approximately $14.2 million in full satisfaction of these loans, which aggregated approximately $24.0 million.  As a result of these transactions, the Company recognized a gain on early extinguishment of debt of approximately $9.7 million during 2003, of which $6.8 million is included in Income from discontinued operations.
7.	Investment and Advances in Real Estate Joint Ventures:
	Kimco Income REIT (“KIR”) -
	During 1998, the Company formed KIR, an entity that was established for the purpose of investing in high quality real estate properties financed primarily with individual non-recourse mortgages.  These properties include, but are not limited to, fully developed properties with strong, stable cash flows from credit-worthy retailers with long-term leases.  The Company originally held a 99.99% limited partnership interest in KIR.  Subsequent to KIR’s formation, the Company sold a significant portion of its original interest to an institutional investor and admitted three other limited partners.  KIR had received total capital commitments of $569.0 million, of which the Company subscribed for $247.0 million and the four limited partners subscribed for $322.0 million.  During 2004, the KIR partners elected to cancel the remaining unfunded capital commitments of $99.0 million, including $42.9 million from the Company.  As of December 31, 2005, the Company had a 43.3% non-controlling limited partnership interest in KIR.
	In addition, KIR entered into a master management agreement with the Company, whereby the Company will perform services for fees related to management, leasing, operations, supervision and maintenance of the joint venture properties.  For the years ended December 31, 2005, 2004 and 2003, the Company (i) earned management fees of approximately $3.1 million, $2.9 million and $2.9 million, respectively, (ii) received reimbursement of administrative fees of approximately $0.5 million, $0.4 million and $0.4 million, respectively, and (iii) earned leasing commissions of approximately $0.3 million, $0.3 million and $0.5 million, respectively.
	During March 2005, KIR disposed of an operating property and an out-parcel, in separate

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transactions, for an aggregate sale price of approximately $43.1 million.  These sales resulted in an aggregate gain of approximately $17.8 million of which the pro-rata gain to the Company was approximately $7.7 million.  In connection with the sale of the operating property, KIR incurred a $2.0 million loan defeasance charge, of which the Company’s pro-rata share was approximately $0.9 million.

During October 2005, KIR sold an operating property for a sales price of approximately $8.1 million.  This sale resulted in a gain of approximately $2.4 million of which the pro-rata gain to the Company was approximately $1.0 million.

During March 2005, KIR purchased a shopping center property located in Delran, NJ, for approximately $4.6 million.

In April 2005, KIR entered into a three-year $30.0 million unsecured revolving credit facility which bears interest at LIBOR plus 1.40%.  As of December 31, 2005, there were no amounts outstanding under this credit facility.

During April 2004, KIR disposed of an operating property located in Las Vegas, NV, for a sales price of approximately $21.5 million, which approximated its net book value.

As of December 31, 2005, the KIR portfolio was comprised of 68 shopping center properties aggregating approximately 14.2 million square feet of GLA located in 20 states.

RioCan Investments -

During October 2001, the Company formed a joint venture (the “RioCan Venture”) with RioCan Real Estate Investment Trust (“RioCan”) in which the Company has a 50% non-controlling interest, to acquire retail properties and development projects in Canada. The acquisition and development projects are to be sourced and managed by RioCan and are subject to review and approval by a joint oversight committee consisting of RioCan management and the Company’s management personnel.  Capital contributions will only be required as suitable opportunities arise and are agreed to by the Company and RioCan.

During April 2004, the RioCan Venture acquired an operating property located in Mississauga, Ontario, comprising approximately 0.2 million square feet of GLA, for a purchase price of approximately CAD $44.2 million (approximately USD $32.3 million).  During August 2004, the RioCan Venture obtained approximately CAD $28.7 million (approximately USD $21.6 million) of mortgage debt on this property.  The loan bears interest at a fixed rate of 6.37% with payments of principal and interest due monthly. The loan is scheduled to mature in August of 2014.

As of December 31, 2005, the RioCan Venture was comprised of 34 operating properties and one development property consisting of approximately 8.1 million square feet of GLA.

Kimco / G.E. Joint Venture (“KROP”)

During 2001, the Company formed a joint venture (the “Kimco Retail Opportunity Portfolio” or “KROP”) with GE Capital Real Estate (“GECRE”), in which the Company has a 20% non-controlling interest and manages the portfolio.  The purpose of this joint venture is to acquire established high-growth potential retail properties in the United States.  Total capital commitments to KROP from GECRE and the Company are for $200.0 million and $50.0 million, respectively, and such commitments are funded proportionately as suitable opportunities arise and are agreed to by GECRE and the Company.

During 2005, GECRE and the Company contributed approximately $21.2 million and $5.3 million, respectively, toward their capital commitments.  As of December 31, 2005, KROP had unfunded capital commitments of $28.5 million, including $5.7 million by the Company.  Additionally, GECRE and the Company provided short-term interim financing for all acquisitions made by KROP without a mortgage in place at the time of acquisition.  All such financing bears interest at rates ranging from LIBOR plus 4.0% to LIBOR plus 5.25% and have maturities of less than one year.  As of December 31, 2005 and 2004, there were no outstanding short-term interim financing due to GECRE or the Company.

During 2005, KROP acquired four operating properties and one out-parcel, in separate

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transactions, for an aggregate purchase price of approximately $74.6 million, including the assumption of approximately $26.2 million of individual non-recourse mortgage debt encumbering two of the properties and preferred units of approximately $4.2 million associated with another property.

During 2005, KROP disposed of three unencumbered operating properties and two out-parcels, in separate transactions, for an aggregate sales price of approximately $60.3 million. These sales resulted in an aggregate gain of approximately $18.3 million of which the Company’s pro-rata share was approximately $3.7 million.

During 2005, KROP obtained ten-year individual non-recourse, non-crossed collateralized fixed-rate mortgages aggregating approximately $21.9 million on two of its previously unencumbered properties with rates ranging from 5.2% to 5.3%.

During 2005, KROP obtained two non-recourse, non-crossed collateralized variable rate mortgages for a total of $25.7 million on two properties with rates of LIBOR plus 1.30% and 1.65% with terms of two and three years, respectively.

During 2004, KROP acquired 19 operating properties for an aggregate purchase price of approximately $242.6 million, including the assumption of approximately $63.5 million of individual non-recourse mortgage debt encumbering eight of the properties.

During 2004, KROP disposed of five operating properties and three out-parcels for an aggregate sales price of approximately $65.8 million, including the assignment of approximately $7.2 million of non-recourse mortgage debt encumbering one of the properties.  These sales resulted in an aggregate gain of approximately $20.2 million.

During 2004, KROP obtained one non-recourse, cross-collateralized, fixed-rate mortgage aggregating $30.7 million on four properties with a rate of 4.74% for five years.  KROP also obtained individual non-recourse, non-cross-collateralized fixed-rate mortgages aggregating approximately $22.0 million on two of its previously unencumbered properties with rates ranging from 5.0% to 5.1% with terms of five years.

During 2004, KROP obtained one non-recourse, cross-collateralized, variable-rate mortgage aggregating $54.4 million on six properties with a rate of LIBOR plus 2.25% with a term of two years.  KROP also obtained one non-recourse, non-cross collateralized variable rate mortgage for $23.2 million on one of its previously unencumbered properties with a rate of LIBOR plus 1.8% with a three-year term.  In order to mitigate the risks of interest rate fluctuations associated with these variable-rate obligations, KROP entered into interest rate cap agreements for the notional values of these mortgages.

As of December 31, 2005, the KROP portfolio was comprised of 38 shopping center properties aggregating approximately 5.6 million square feet of GLA located in 14 states.

Other Real Estate Joint Ventures –

The Company and its subsidiaries have investments in and advances to various other real estate joint ventures.  These joint ventures are engaged primarily in the operation and development of shopping centers which are either owned or held under long-term operating leases.

During December 2004, the Company acquired the Price Legacy Corporation through a newly formed joint venture, PL Retail LLC (“PL Retail”), in which the Company has a 15% non-controlling interest and manages the portfolio.  In connection with this transaction, PL Retail acquired 33 operating properties aggregating approximately 7.6 million square feet of GLA located in ten states.  To partially fund the acquisition, the Company provided PL Retail approximately $30.6 million of secured mezzanine financing. This interest-only loan bears interest at a fixed rate of 7.5% and matures in December 2006.  The Company also provided PL Retail a secured short-term promissory note of approximately $8.2 million. This interest only note bore interest at LIBOR plus 4.50% and was scheduled to mature in June 2005. During 2005, this note was amended to bear interest at LIBOR plus 6.0% and is now payable on demand. During the year ended December 31, 2005, PL Retail disposed of nine operating properties, in separate transactions, for an aggregate sales price of approximately $81.4 million, which represented the approximate carrying values of the properties.  Proceeds of

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approximately $22.0 million were used to partially repay the mezzanine financing that was provided by the Company.  As of December 31, 2005, PL Retail had approximately $8.9 million outstanding on the mezzanine financing and approximately $8.2 million outstanding on the promissory note.  As of December 31, 2005, PL Retail consisted of 25 operating properties aggregating approximately 6.8 million square feet of GLA and had approximately $777.3 million outstanding in non-recourse mortgage debt, of which approximately $507.2 million had fixed rates ranging from 4.66% to 9.00% and approximately $270.1 had variable rates ranging from 5.74% to 9.59%.  The fixed-rate loans have maturities ranging from 3-to-11 years and the variable-rate loans have maturities ranging from one-to-three years.

During March 2005, a joint venture in which the Company has a 50% non-controlling interest, disposed of two vacant land parcels located in Glendale, AZ, in separate transactions, for an aggregate sales price of approximately $9.9 million.  These sales resulted in an aggregate gain of approximately $4.8 million, of which the Company’s share was approximately $2.4 million.

Additionally, during March 2005, the Company transferred 50% of the Company’s 95% interest in a developed property located in Huehuetoca, Mexico, to a joint venture partner for approximately $5.3 million, which approximated its carrying value.  As a result of this transaction, the Company now holds a 47.5% non-controlling interest and has deconsolidated the investment.  The Company now accounts for its investment under the equity method of accounting.

During April 2005, the Company acquired an operating property located in Hillsborough, NJ, comprising approximately 0.1 million square feet of GLA, through a newly formed joint venture in which the Company has a 50% non-controlling interest.  The property was acquired for approximately $4.0 million including the assumption of approximately $1.9 million of non-recourse mortgage debt encumbering the property.  Subsequent to the purchase the joint venture obtained a $3.2 million one-year term loan which bears interest at LIBOR plus 0.55% (4.94% at December 31, 2005).  This loan is jointly and severally guaranteed by the joint venture partners, including the Company.  Proceeds from this loan were used to repay the $1.9 million mortgage encumbering the property.

During May 2005, the Company acquired a hotel property located in Cancun, Mexico, through a newly formed joint venture in which the Company has an 80% non-controlling interest. The property was purchased for approximately $19.7 million.  Simultaneous with the closing, the property was encumbered with $12.4 million of non-recourse mortgage debt which bears interest at a fixed rate of 7.63% per annum and matures during May 2010.  During 2005, the property incurred significant hurricane damage which has temporarily suspended operations.  The Company believes that its property insurance and business interruption insurance will adequately cover losses associated with this event.

During May 2005, the Company acquired a $10.2 million mortgage receivable through a newly formed joint venture in which the Company has a 50% non-controlling interest.  The mortgage encumbered a property located in Derby, CT, comprising approximately 0.1 million square feet of GLA.  During October 2005, the joint venture foreclosed on the property and obtained fee title.

During June 2005, the Company acquired an additional 25% interest in a joint venture in which the Company had previously held a 7.77% interest for approximately $26.0 million.  This joint venture owns an operating property, comprised of approximately 0.5 million square feet of GLA, located in Fremont, CA.  During December 2005, the Company sold a portion of its interest in this joint venture to a new partner who purchased 70% of this partnership.  The Company now has a 30% non-controlling interest in this joint venture and accounts for its investment under the equity method of accounting.

During July 2005, the Company acquired an interest in an office property located in Houston, TX, comprising approximately 0.6 million square feet of GLA through a newly formed joint venture in which the Company has an 85% non-controlling interest.  The Company’s investment in the joint venture was approximately $12.2 million.  The joint venture purchased the property for approximately $91.1 million subject to $76.5 million of non-recourse mortgage debt which bears interest at a fixed-rate of 5.15% per annum and matures during August 2015.  The Company accounts for this investment under the equity method of accounting.

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Additionally, during July 2005, the Company transferred a developed property located in Reynosa, Mexico, to a newly formed joint venture in which the Company has a 50% non-controlling interest, for a price of approximately $6.9 million.  The Company now accounts for this investment under the equity method of accounting.

During October 2005, the Company acquired interests in 57 industrial properties located in Mexico, through a newly formed joint venture in which the Company has a 50% non-controlling interest, for a purchase price of approximately $277.5 million, including the assumption of approximately $167.0 million of non-recourse mortgage debt encumbering 52 properties.  The properties comprise approximately 5.6 million square feet of GLA.

Additionally, during 2005, the Company acquired, in separate transactions, 12 operating properties comprising approximately 1.7 million square feet of GLA, through newly formed joint ventures in which the company has non-controlling interests ranging from 5% to 50%.  The aggregate purchase price for these properties was approximately $265.6 million, including the assumption of approximately $29.1 million of non-recourse mortgage debt encumbering three of the properties.  The Company accounts for its investment in these joint ventures under the equity method of accounting.

During September 2005, the Company transferred 45 operating properties, comprising approximately 0.3 million square feet of GLA, located in Virginia and Maryland to a newly formed unconsolidated joint venture in which the Company has a 15% non-controlling interest.  The transfer price was approximately $85.3 million including the assignment of approximately $65.0 million of cross-collateralized non-recourse mortgage debt encumbering all of the properties.

Additionally, during 2005, the Company transferred, in separate transactions, five operating properties comprising approximately 0.7 million square feet of GLA, to newly formed joint ventures in which the Company has 20% non-controlling interests, for an aggregate price of approximately $85.6 million, including the assignment of approximately $40.2 million of mortgage debt encumbering three of the properties.

During January 2004, the Company acquired a property located in Marlborough, MA, through a joint venture in which the Company has a 40% non-controlling interest.  The property was acquired for a purchase price of approximately $26.5 million, including the assumption of approximately $21.2 million of non-recourse mortgage debt encumbering the property.

During September 2004, the Company acquired a property located in Pompano, FL, comprising approximately 0.1 million square feet of GLA, through a newly formed joint venture in which the Company has a 20% non-controlling interest, for approximately $20.4 million.

During October 2004, the Company transferred 50% of the Company’s 90% interest in an operating property located in Juarez, Mexico to a joint venture partner for approximately USD $5.4 million, which approximated its carrying value.  As a result of this transaction, the Company now holds a 45% non-controlling interest in this property and now accounts for its investment under the equity method of accounting.

Additionally during October 2004, the Company acquired an operating property located in Valdosta, GA, comprising approximately 0.2 million square feet of GLA, through a newly formed joint venture in which the Company has a 50% non-controlling interest.  The property was acquired for a purchase price of approximately $10.7 million, including the assumption of approximately $8.0 million of non-recourse mortgage debt encumbering the property.

Also during December 2004, the Company acquired an operating property located in Bellevue, WA, comprising approximately 0.5 million square feet of GLA, through a joint venture in which the Company has a 50% non-controlling interest, for approximately $102.0 million.

During 2004, the Company transferred 12 operating properties, comprising approximately 1.5 million square feet of GLA, to a newly formed joint venture in which the Company has a 15% non-controlling interest, for a price of approximately $269.8 million, including an aggregate $161.2 million of individual non-recourse mortgage debt

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encumbering the properties.  Simultaneously with the transfer, the Company entered into a management agreement whereby the Company will perform services for fees related to management, leasing, operations, supervision and maintenance of the joint venture properties.  In addition, the Company will earn fees related to the acquisition and disposition of properties by the venture.  During 2004, the Company earned management fees and acquisition fees of approximately $1.1 million and $1.3 million, respectively.

Additionally during 2004, the Company transferred, in separate transactions, eight operating properties comprising approximately 1.5 million square feet of GLA, to newly formed joint ventures in which the Company has non-controlling interests ranging from 10% to 30%, for an aggregate price of approximately $216.0 million, including the assignment of approximately $95.5 million of non-recourse mortgage debt and $24.1 million of downReit units.

Summarized financial information for these real estate joint ventures is as follows (in millions):

	December 31,
	2005		2004
Assets:
Real estate, net	$	6,470.4	$	5,451.0
Other assets		308.5		200.5
	$	6,778.9	$	5,651.5
Liabilities and Partners’ Capital:
Mortgages payable	$	4,443.6	$	3,781.0
Notes payable		58.7		40.0
Construction loans		69.6		29.1
Other liabilities		144.0		115.5
Minority interest		81.9		36.5
Partners’ capital		1,981.1		1,649.4
	$	6,778.9	$	5,651.5

	Year Ended December 31,
	2005			2004			2003
Revenues from rental property	$	759.0		$	545.8		$	423.3
Operating expenses		(214.0	)		(155.6	)		(119.2	)
Interest		(247.1	)		(171.0	)		(137.9	)
Depreciation and amortization		(153.7	)		(97.1	)		(66.4	)
Other, net		(8.4	)		(5.8	)		(9.3	)
		(623.2	)		(429.5	)		(332.8	)
Income from continuing operations		135.8			116.3			90.5
Discontinued Operations:
Income/(loss) from discontinued operations		(1.7	)		1.8			3.7
Gain on dispositions of properties		52.5			20.2			0.0
Net income	$	186.6		$	138.3		$	94.2

Other liabilities in the accompanying Consolidated Balance Sheets include accounts with certain real estate joint ventures totaling approximately $13.2 million and $13.7 million at December 31, 2005 and 2004, respectively. The Company and its subsidiaries have varying equity interests in these real estate joint ventures, which may differ from their proportionate share of net income or loss recognized in accordance with generally accepted accounting principles.

The Company’s maximum exposure to losses associated with its unconsolidated joint ventures is primarily limited to its carrying value in these investments.  As of

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	December 31, 2005 and 2004, the Company’s carrying value in these investments approximated $735.6 million and $595.2 million, respectively.
8.	Other Real Estate Investments:
	Preferred Equity Capital -
	The Company maintains a Preferred Equity program, which provides capital to developers and owners of real estate properties.  During 2005, the Company provided, in separate transactions, an aggregate of approximately $84.3 million in investment capital to developers and owners of 79 real estate properties.  During 2004, the Company provided, in separate transactions, an aggregate of approximately $101.0 million in investment capital to developers and owners of 54 real estate properties.  As of December 31, 2005, the Company’s net investment under the Preferred Equity program was approximately $225.9 million relating to 131 properties. For the years ended December 31, 2005, 2004 and 2003, the Company earned approximately $32.8 million, including $12.6 million from promoted interests earned from six capital transactions, $11.4 million, including $3.9 million from promoted interests earned from four capital transactions, and  $4.6 million, including $1.7 million from promoted interests earned from two capital transactions, respectively, from these investments.
	Summarized financial information relating to the Company’s preferred equity investments is as follows (in millions):

	December 31,
	2005		2004
Assets:
Real estate, net	$	945.0	$	715.5
Other assets		65.5		29.3
	$	1,010.5	$	744.8
Liabilities and Partners’ Capital:
Notes and mortgages payable	$	703.3	$	548.3
Other liabilities		19.7		15.4
Partners’ capital		287.5		181.1
	$	1,010.5	$	744.8

	Year Ended December 31,
	2005			2004			2003
Revenues from Rental Property	$	118.5		$	61.6		$	38.8
Operating expenses		(42.0	)		(19.4	)		(12.2	)
Interest		(38.9	)		(21.2	)		(16.1	)
Depreciation and amortization		(19.3	)		(9.6	)		(5.3	)
Other, net		(1.2	)		(0.3	)		—
		(101.4	)		(50.5	)		(33.6	)
		17.1			11.1			5.2
Gain on disposition of properties		49.8			4.4			0.8
Net income	$	66.9		$	15.5		$	6.0

The Company’s maximum exposure to losses associated with its Preferred Equity investments is primarily limited to its invested capital.  As of December 31, 2005 and 2004, the Company’s invested capital in its Preferred Equity investments approximated $225.9 million and $157.0 million, respectively.

Investment in Retail Store Leases -

The Company has interests in various retail store leases relating to the anchor store premises in neighborhood and community shopping centers.  These premises have been sublet to retailers who lease the stores pursuant to net lease agreements.  Income from the investment in these retail store leases during the years ended December 31, 2005, 2004 and 2003, was approximately $9.1 million, $3.9 million and $0.3 million, respectively. These amounts represent sublease revenues during the years ended December 31, 2005, 2004 and 2003, of approximately $17.8 million, $13.3 million and $12.3 million, respectively, less related expenses of $7.4 million, $8.0 million and $10.6 million, respectively, and an amount which, in management’s estimate, reasonably provides for the recovery of the investment over a period representing the expected remaining term of the retail store leases.  The Company’s future minimum revenues under the terms of all non-cancelable tenant subleases and future minimum obligations through the remaining terms of its retail store leases, assuming no new or renegotiated leases are executed for such premises, for future years are as follows (in millions): 2006, $7.7 and $5.2; 2007, $7.1 and $4.4; 2008, $5.7 and $3.3; 2009, $4.4 and $2.4; 2010, $3.6 and $2.0; and thereafter, $3.4 and $2.1, respectively.

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Kimsouth -

During November 2002, the Company, through its taxable REIT subsidiary, together with Prometheus Southeast Retail Trust, completed the merger and privatization of Konover Property Trust, which has been renamed Kimsouth Realty, Inc., (“Kimsouth”).  The Company acquired 44.5% of the common stock of Kimsouth, which consisted primarily of 38 retail shopping center properties comprising approximately 4.6 million square feet of GLA.  Total acquisition value was approximately $280.9 million, including approximately $216.2 million in assumed mortgage debt.  The Company’s non-controlling investment in Kimsouth differs from its share of historical net book value of assets and liabilities of Kimsouth.  The Company’s investment strategy with respect to Kimsouth includes re-tenanting, repositioning and disposition of the properties.

During 2005, Kimsouth disposed of seven shopping center properties, in separate transactions, for an aggregate sales price of approximately $78.9 million, including the assignment of approximately $23.7 million of mortgage debt encumbering two of the properties.  During 2005, the Company recognized pre-tax profits from the Kimsouth investment of approximately $4.9 million, which is included in the caption Income from Other Real Estate Investments on the Company’s consolidated Statements of Income.

During 2004, Kimsouth disposed of 11 shopping center properties, in separate transactions, for an aggregate sales price of approximately $110.2 million, including the assignment of approximately $2.7 million of mortgage debt encumbering one of the properties.  During 2004, the Company recognized pre-tax profits from the Kimsouth investment of approximately $10.6 million, which is included in the caption Income from Other Real Estate Investments on the Company’s Consolidated Statements of Income.

During 2003, Kimsouth disposed of 14 shopping center properties, in separate transactions, for an aggregate sales price of approximately $84.0 million, including the assignment of approximately $18.4 million of mortgage debt encumbering six of the properties.  During 2003, the Company recognized pre-tax profits from the Kimsouth investment of approximately $12.1 million.

Selected financial information for Kimsouth is as follows (in millions):

	December 31,
	2005		2004
Assets:
Real estate held for sale	$	56.7	$	111.5
Other assets		6.5		7.6
	$	63.2	$	119.1
Liabilities and Stockholders’ Equity:
Mortgages payable	$	29.4	$	77.5
Other liabilities		0.7		1.5
Stockholders’ equity		33.1		40.1
	$	63.2	$	119.1

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	Year Ended December 31,
	2005			2004			2003
Discontinued Operations
Revenues from rental property	$	9.0		$	21.8		$	34.4
Operating expenses		(6.9	)		(7.5	)		(10.5	)
Interest		(3.1	)		(7.9	)		(13.7	)
Depreciation and amortization		(0.3	)		(4.5	)		(9.5	)
Other, net		(0.5	)		(0.4	)		(0.1	)
		(1.8	)		1.5			0.6
Gain on disposition of properties		12.6			8.7			12.8
Adjustment of property carrying values		(2.4	)		(14.3	)		—
Net income/(loss) from discontinued operations	$	8.4		$	(4.1	)	$	13.4

As of December 31, 2005, the Kimsouth portfolio was comprised of five properties, including the remaining office component of an operating property sold in 2004, aggregating approximately 1.2 million square feet of GLA located in four states.

Leveraged Lease -

During June 2002, the Company acquired a 90% equity participation interest in an existing leveraged lease of 30 properties.  The properties are leased under a long-term bond-type net lease whose primary term expires in 2016, with the lessee having certain renewal option rights.  The Company’s cash equity investment was approximately $4.0 million.  This equity investment is reported as a net investment in leveraged lease in accordance with SFAS No. 13, Accounting for Leases (as amended). 

During 2002 and 2003, eight of these properties were sold, whereby the proceeds from the sales were used to pay down the mortgage debt by approximately $18.7 million.

During 2004, three properties were sold, whereby the proceeds from the sales were used to pay down the mortgage debt by approximately $5.5 million.

During 2005, an additional three properties were sold, whereby the proceeds from the sales were used to pay down the mortgage debt by approximately $2.9 million.  As of December 31, 2005, the remaining 16 properties were encumbered by third-party non-recourse debt of approximately $52.8 million that is scheduled to fully amortize during the primary term of the lease from a portion of the periodic net rents receivable under the net lease.

As an equity participant in the leveraged lease, the Company has no recourse obligation for principal or interest payments on the debt, which is collateralized by a first mortgage lien on the properties and collateral assignment of the lease.  Accordingly, this obligation has been offset against the related net rental receivable under the lease.

At December 31, 2005 and 2004, the Company’s net investment in the leveraged lease consisted of the following (in millions):

	2005			2004
Remaining net rentals	$	68.9		$	72.5
Estimated unguaranteed residual value		43.8			48.8
Non-recourse mortgage debt		(52.8	)		(58.4	)
Unearned and deferred income		(55.9	)		(59.1	)
Net investment in leveraged lease	$	4.0		$	3.8

Ward Venture -

During March 2001, through a taxable REIT subsidiary, the Company formed a real estate joint venture (the “Ward Venture”), in which the Company has a 50% interest, for purposes of acquiring asset designation rights for substantially all of the real estate property interests of the bankrupt estate of Montgomery Ward LLC and its affiliates.  These asset designation rights have provided the Ward Venture the ability to direct the ultimate disposition of the 315 fee and leasehold interests held by the bankrupt estate.  The asset designation rights expired in August 2002 for the

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	leasehold positions and expired in December 2004 for the fee-owned locations.  During the marketing period, the Ward Venture was responsible for all carrying costs associated with the properties until the property was designated to a user.  During 2004, the one remaining property was sold pursuant to an installment sales agreement.  Per the agreement, the purchase price for this property will be paid by November 15, 2006.
	During 2004, the Ward Venture completed transactions on four properties and the Company recognized pre-tax profits of approximately $2.5 million.
	During 2003, the Ward Venture completed transactions on seven properties and the Company recognized pre-tax profits of approximately $3.5 million.
9.	Mortgages and Other Financing Receivables:
	During May 2002, the Company provided a secured $15 million three-year term loan and a secured $7.5 million revolving credit facility to Frank’s at an interest rate of 10.25% per annum collateralized by 40 real estate interests.  Interest is payable quarterly in arrears.  During 2003, the revolving credit facility was amended to increase the total borrowing capacity to $17.5 million. During January 2004, the revolving loan was further amended to provide up to $33.75 million of borrowings from the Company.  During September 2004, Frank’s filed for protection under Chapter 11 of the U.S. Bankruptcy Code.  The Company committed to provide an additional $27.0 million of Debtor-in-Possession financing with a term of one year at an interest rate of Prime plus 1.00% per annum.  During July 2005, Frank’s emerged from bankruptcy as FNC and repaid all outstanding amount owed to the Company under the revolving credit facility and Debtor-in-Possession agreement (See Note 3 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K).
	During April 2005, the Company provided a construction loan commitment of up to 53.5 million Mexican Pesos (“MXP”) (approximately USD $5.0 million) to a developer for the construction of a new retail center in Acapulco, Mexico.  The loan bears interest at a fixed rate of 11.75% and provides for an additional 20% participation of property cash flow, as defined.  This facility is initially interest only and then converts to an amortizing loan at the earlier of 120 days after construction completion or upon opening of the anchor tenant.  This facility is collateralized by the related property and matures in May 2015.  As of December 31, 2005, there was approximately MXP 53.5 million (USD $5.0 million) outstanding on this loan.
	Additionally, during April 2005, a newly formed joint venture, in which the Company has a 50% non-controlling interest, provided a retailer with a three-year $28.0 million revolving line of credit at a floating interest rate of Prime plus 5.5% per annum.  The facility also provides for a 3.0% unused line fee and a 2.50% origination fee.  The facility is collateralized by certain real estate interests of the borrower.  As of December 31, 2005, the outstanding balance on this facility was $10.2 million of which the Company’s share was $5.2 million.
	During May 2005, a newly formed joint venture, in which the Company has a 44.38% non-controlling interest, provided Debtor-in-Possession financing to a healthcare facility that recently filed for bankruptcy and is closing its operations.  The term of this loan is two years and bears interest at Prime plus 2.5%.  The loan is collateralized by a hospital building, a six-story commercial building, a 12-story 133-unit apartment complex and various other building structures.  The Company’s share of the outstanding balance of this loan at December 31, 2005, is $2.9 million.
	Additionally, during May 2005, the Company acquired four mortgage loans collateralized by individual properties with an aggregate face value of approximately $16.6 million for approximately $14.3 million.  These performing loans, which provide for monthly payments of principal and interest, bear interest at a fixed-rate of 7.57% and mature on June 1, 2019.  As of December 31, 2005, there was an aggregate of approximately $14.1 million outstanding on these loans.
	During September 2005, a newly formed joint venture, in which the Company has an 80% interest, acquired a $43.6 million mortgage receivable for a purchase price of approximately $34.2 million.  The loan bears interest at a rate of three-month LIBOR plus 2.75% per annum and matures on January 12, 2010.  The loan is collateralized by a

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626 room hotel located in Lake Buena Vista, FL.  The Company has determined that this entity is a VIE and has further determined that the Company is the primary beneficiary of this VIE and has therefore consolidated it for financial reporting purposes.  As of December 31, 2005, the outstanding loan balance, net of discount, was approximately $35.0 million.

During October 2005, the Company provided a construction loan commitment of up to $38.1 million to a developer for acquisition and re-development of a retail center located in Richland Township, PA.  The loan is interest only at a rate of LIBOR plus 220 basis points and matures in October of 2007.  As of December 31, 2005, the outstanding balance on this loan was approximately $3.2 million.

During March 2002, the Company provided a $50.0 million ten-year loan to Shopko Stores, Inc., at an interest rate of 11.0% per annum collateralized by 15 properties.  The Company receives principal and interest payments on a monthly basis.  During January 2003, the Company sold a $37.0 million participation interest in this loan to an unaffiliated third party.  The interest rate on the $37.0 million participation interest is a variable rate based on LIBOR plus 3.50%.  The Company continued to act as the servicer for the full amount of the loan.  During December 2005, Shopko elected to prepay the outstanding loan balance of approximately $46.7 million in full satisfaction of this loan.  Shopko, also paid a prepayment penalty to the Company of $14.0 million.

During December 2005, the Company provided a construction loan commitment of up to MXP 39.9 million (approximately USD $3.7 million) to a developer for the construction of a new retail center in Magno Deco, Mexico.  The loan bears interest at a fixed rate of 11.75% and provides for an additional 20% participation of property cash flow, as defined.  This loan is collateralized by the related property and matures in May 2015. As of December 31, 2005, there was approximately MXP 38.7 million (USD $3.6 million) outstanding on this loan.

During July 2004, the Company provided an $11.0 million five-year term loan to a retailer at a floating interest rate of Prime plus 3.0% per annum or, at the borrower’s election, LIBOR plus 5.5% per annum.  The facility was interest only, payable monthly in arrears and was collateralized by certain real estate interests of the borrower.  During December 2005, the borrower elected to prepay the outstanding loan balance of $11.0 million in full satisfaction of this loan.

During March 2002, the Company provided a $15.0 million three-year term loan to Gottchalks, Inc., at an interest rate of 12.0% per annum collateralized by three properties.  The Company received principal and interest payments on a monthly basis. During March 2004, Gottchalks, Inc., elected to prepay the remaining outstanding loan balance of approximately $13.2 million in full satisfaction of this loan.

During 2003, the Company provided a five-year $3.5 million term loan to Grass America, Inc. (“Grass America”) at an interest rate of 12.25% per annum collateralized by certain real estate interests of Grass America.  The Company received principal and interest payments on a monthly basis.  During May 2004, Grass America elected to prepay the remaining outstanding loan balance of approximately $3.5 million in full satisfaction of this loan.

During April 2004, the Company provided a $2.7 million term loan at a fixed rate of 11.0% and a $4.1 million revolving line of credit at a fixed rate of 12.0% to a retailer.  Both facilities are interest only, payable monthly and mature May 1, 2007.  As of December 31, 2005, the aggregate outstanding loan balance of these facilities was approximately $4.0 million.

During May 2004, the Company provided a construction loan commitment of up to MXN 51.5 million (approximately USD $4.7 million) to a developer for the construction of a retail center in Cancun, Mexico.  The loan bears interest at a fixed rate of 11.25% and provides for an additional 20% participation of property cash flows, as defined.  This facility is initially interest only and then converts to an amortizing loan at the earlier of 120 days after construction completion or upon opening of the grocery anchor tenant.  This facility is collateralized by the related property and matures in May 2014.  As of December 31, 2005, there was approximately MXN 46.9 million (USD $4.4 million) outstanding on this loan.

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	During September 2004, the Company acquired a $3.5 million mortgage receivable for $2.7 million.  The interest rate on this mortgage loan is Prime plus 1.0% per annum with principal and interest paid monthly.  This loan matures in February 2006 and is collateralized by a shopping center comprising 0.3 million square feet of GLA in Wilkes-Barre, PA.  During May 2005, the borrower elected to prepay the outstanding loan balance in full satisfaction of this loan.
	During December 2004, the Company provided a $5.2 million interest-only five-year term loan to a grocery chain.  The interest rate on this loan is Prime plus 6.50% per annum payable monthly in arrears and is collateralized by certain real estate interests of the borrower. As of December 31, 2005, the outstanding loan balance was approximately $4.1 million.
	Additionally, during December 2004, the Company acquired a $3.3 million 6.9% mortgage receivable for $2.2 million.  This mortgage loan pays principal and interest quarterly and matures in February 2019 and is collateralized by a medical office facility in Somerset, PA.  As of December 31, 2005, the outstanding loan was approximately $2.2 million.
	During December 2003, the Company provided a four-year $8.25 million term loan to Spartan Stores, Inc. (“Spartan”) at a fixed rate of 16% per annum.  This loan was collateralized by the real estate interests of Spartan, with the Company receiving principal and interest payments monthly.  During December 2004, Spartan elected to prepay the remaining outstanding loan balance of approximately $7.6 million in full satisfaction of this loan.
	During December 2003, the Company, through a taxable REIT subsidiary, acquired a $24.0 million participation interest in 12% senior secured notes of the FRI-MRD Corporation (“FRI-MRD”) for $13.3 million.  These notes, which are currently non-performing, are collateralized by certain equity interests and a note receivable of a FRI-MRD subsidiary.
10.	Marketable Securities:
	The amortized cost and estimated fair values of securities available-for-sale and held-to-maturity at December 31, 2005 and 2004, are as follows (in thousands):

	December 31, 2005
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Available-for-sale:
Equity securities	$	85,613	$	63,466	$	(56	)	$	149,023
Held-to-maturity:
Other debt securities		57,429		3,615		(1,953	)		59,091
Total marketable securities	$	143,042	$	67,081	$	(2,009	)	$	208,114

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	December 31, 2004
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Available-for-sale:
Equity securities	$	61,042	$	36,808	$	(87	)	$	97,763
Held-to-maturity:
Other debt securities		26,008		2,166		(30	)		28,144
Total marketable securities	$	87,050	$	38,974	$	(117	)	$	125,907

	As of December 31, 2005, the contractual maturities of Other debt securities classified as held-to-maturity are as follows:  within one year, $1.7 million; after one year through five years, $10.3 million; after five years through 10 years, $26.7 million and after 10 years, $19.3 million.  Actual maturities may differ from contractual maturities as issuers may have the right to prepay debt obligations with or without prepayment penalties.
11.	Notes Payable:
	The Company has implemented a medium-term notes (“MTN”) program pursuant to which it may, from time to time, offer for sale its senior unsecured debt for any general corporate purposes, including (i) funding specific liquidity requirements in its business, including property acquisitions, development and redevelopment costs, and (ii) managing the Company’s debt maturities.
	As of December 31, 2005, a total principal amount of approximately $1.2 billion in senior fixed-rate MTNs was outstanding.  These fixed-rate notes had maturities ranging from seven months to ten years as of December 31, 2005, and bear interest at rates ranging from 3.95% to 7.90%.  Interest on these fixed-rate senior unsecured notes is payable semi-annually in arrears.  Proceeds from these issuances were primarily used for the acquisition of neighborhood and community shopping centers, the expansion and improvement of properties in the Company’s portfolio and the repayment of certain debt obligations of the Company.
	During February 2005, the Company issued $100.0 million of fixed-rate unsecured senior notes under its MTN program.  This fixed-rate MTN matures in February 2015 and bears interest at 4.904% per annum.  The proceeds from this MTN issuance were primarily used for the repayment of all $20.0 million of the Company’s fixed-rate notes that matured in April 2005, which bore interest at 7.91%, all $10.25 million of the Company’s fixed-rate notes that matured in May 2005, which bore interest at 7.30%, and partial repayment of the Company’s $100.0 million fixed-rate notes which matured in June 2005, and bore interest at 6.73%.
	During June 2005, the Company issued $200.0 million of fixed-rate unsecured senior notes under its MTN program.  This fixed-rate MTN matures in June 2014 and bears interest at 4.82% per annum.  The proceeds from this issuance were primarily used to repay a portion of the outstanding balance under the Company’s U.S. revolving credit facility and for general corporate purposes.
	During November 2005, the Company issued an aggregate $250.0 million of fixed-rate unsecured senior notes under its MTN program.  The Company issued a $150.0 million MTN which matures in November 2015 and bears interest at 5.584% per annum and a $100.0 million MTN which matures in February 2011 and bears interest at 5.304% per annum.  Proceeds from these MTN issuances were used for general corporate purposes and to repay a portion of the outstanding balance under the Company’s U.S. revolving credit facility.  A portion of the outstanding balance related to the repayment of the Company’s $50.0 million 7.68% fixed-rate notes, which matured on November 1, 2005 and repayment of the Company’s $20.0 million 6.83% fixed-rate notes, which matured on November 14, 2005.
	During April 2005, Kimco North Trust III, a wholly-owned entity of the Company, completed the issuance of $150.0 million Canadian denominated senior unsecured notes.  The notes bear interest at 4.45% and mature on April 21, 2010.  The Company has provided a full and unconditional guarantee of the notes.  The proceeds were used by Kimco North Trust III to pay down outstanding indebtedness under existing credit facilities, to fund long-term investments in Canadian real estate and for general corporate purposes.  The senior unsecured notes are governed by an indenture by and among Kimco North Trust III, the Company, as guarantor, and BNY Trust Company of Canada, as trustee dated April 21, 2005.

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During July 2004, the Company issued $100.0 million of floating-rate unsecured senior notes under its MTN program.  This floating-rate MTN matures August 1, 2006, and bears interest at LIBOR plus 20 basis points per annum (4.45% at December 31, 2005), payable quarterly in arrears commencing November 1, 2004.  The proceeds from this MTN issuance were primarily used for the repayment of the Company’s $85.0 million floating-rate unsecured notes due August 2, 2004, which bore interest at LIBOR plus 50 basis points per annum.  The remaining proceeds were used for general corporate purposes.

During August 2004, the Company issued $100.0 million of fixed-rate unsecured senior notes under its MTN program.  This fixed-rate MTN matures in August 2011 and bears interest at 4.82% per annum payable semi-annually in arrears. The proceeds from this MTN issuance were used to repay the Company’s $50.0 million, 7.62% fixed-rate unsecured senior notes that matured in October 2004 and the Company’s $50.0 million, 7.125% senior notes which matured in June 2004.

As of December 31, 2005, the Company had a total principal amount of $549.1 million in fixed-rate unsecured senior notes.  These fixed-rate notes had maturities ranging 11 months to seven years as of December 31, 2005, and bear interest at rates ranging from 4.45% to 7.50%.  Interest on these fixed-rate senior unsecured notes is payable semi-annually in arrears.

The scheduled maturities of all unsecured senior notes payable as of December 31, 2005, were approximately as follows (in millions): 2006, $185.0; 2007, $195.0; 2008, $100.0; 2009, $180.0; 2010, $179.1 and thereafter, $967.0.

During July 2005, the Company established a new $850.0 million unsecured revolving credit facility (the “Credit Facility”), which is scheduled to expire in July 2008. This Credit Facility replaces the Company’s $500.0 million unsecured credit facility, which was scheduled to expire in June 2006. Under the Credit Facility, funds may be borrowed for general corporate purposes, including the funding of (i) property acquisitions, (ii) development and redevelopment costs and (iii) any short-term working capital requirements.  Interest on borrowings under the Credit Facility accrue at a spread (currently 0.45%) to LIBOR and fluctuates in accordance with changes in the Company’s senior debt ratings.  As part of this Credit Facility, the Company has a competitive bid option whereby the Company may auction up to $425.0 million of its requested borrowings to the bank group.  This competitive bid option provides the Company the opportunity to obtain pricing below the currently stated spread to LIBOR of 0.45%.  A facility fee of 0.125% per annum is payable quarterly in arrears. In addition, the Company has a $200.0 million sub-limit which provides it the opportunity to borrow in alternative currencies such as Pounds Sterling, Japanese Yen or Euros.  Pursuant to the terms of the Credit Facility, the Company, among other things, is (i) subject to maintaining certain maximum leverage ratios on both unsecured senior corporate debt and minimum unencumbered asset and equity levels and (ii) restricted from paying dividends in amounts that exceed 95% of funds from operations, as defined.  As of December 31, 2005, there was $200.0 million outstanding (4.68% at December 31, 2005) under the Credit Facility.

During September 2004, the Company entered into a three-year Canadian-denominated (“CAD”) $150.0 million unsecured revolving credit facility with a group of banks.  This facility bears interest at the CDOR Rate, as defined, plus 0.50% and is scheduled to expire in September 2007.  During March 2005, this facility was increased to CAD $250.0 million and the scheduled maturity date was extended to March 2008.  During January 2006, the facility was further amended to reduce the borrowing spread to 0.45% and to modify the covenant package to conform to the Company’s $850.0 million U.S. credit facility.  Proceeds from this facility will be used for general corporate purposes including the funding of Canadian-denominated investments.  As of December 31, 2005, there was CAD $110.0 million (approximately USD $94.7 million, 3.78% at December 31, 2005) outstanding under this facility.

During May 2005, the Company entered into a three-year Mexican Peso-Denominated (“MXP”) 500.0 million unsecured revolving credit facility.  This facility bears interest at the TIIE Rate, as defined, plus 1.00% and is scheduled to expire in May 2008.  Proceeds from this facility will be used to fund peso-denominated investments.  As of December 31, 2005, there was MXP 500.0 million (approximately USD $46.7 million 9.66% at December 31, 2005) outstanding under this facility.

In accordance with the terms of the Indenture, as amended, pursuant to which the

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	Company’s senior unsecured notes have been issued, the Company is (a) subject to maintaining certain maximum leverage ratios on both unsecured senior corporate and secured debt, minimum debt service coverage ratios and minimum equity levels and (b) restricted from paying dividends in amounts that exceed by more than $26.0 million the funds from operations, as defined, generated through the end of the calendar quarter most recently completed prior to the declaration of such dividend; however, this dividend limitation does not apply to any distributions necessary to maintain the Company’s qualification as a REIT providing the Company is in compliance with its total leverage limitations.
12.	Mortgages Payable:
	During 2005, the Company (i) obtained an aggregate of approximately $95.6 million of individual non-recourse mortgage debt on 53 operating properties, (ii) assumed approximately $79.7 million of individual non-recourse mortgage debt relating to the acquisition of 11 operating properties, including approximately $6.3 million of fair value debt adjustments, (iii) consolidated approximately $33.2 million of non-recourse mortgage debt relating to the purchase of additional ownership interest in various entities, (iv) assigned approximately $119.8 million of individual non-recourse mortgage debt relating to the transfer of 49 operating properties to various co-investment ventures in which the Company has non-controlling interests ranging from 10% to 30%, (v) paid off approximately $66.9 million of individual non-recourse mortgage debt that encumbered 11 operating properties, (vi) deconsolidated approximately $41.4 million of non-recourse mortgage debt relating to the reduction of the Company’s economic interest in a joint venture and (vii) assigned approximately $7.8 million of non-recourse mortgage debt relating to the sale of an operating property.
	During 2004, the Company (i) obtained an aggregate of approximately $217.6 million of individual non-recourse mortgage debt on 15 operating properties, (ii) assumed approximately $158.0 million of individual non-recourse mortgage debt relating to the acquisition of 12 operating properties, including approximately $6.0 million of fair value debt adjustments, (iii) assigned approximately $323.7 million of individual non-recourse mortgage debt relating to the transfer of 24 operating properties to various co-investment ventures in which the Company has non-controlling interests ranging from 10% to 30%, (iv) paid off approximately $47.9 million of individual non-recourse mortgage debt that encumbered four operating properties and (v) assigned approximately $9.3 million of non-recourse mortgage debt relating to the sale of one operating property.
	During 2003, the Company reached agreement with certain lenders in connection with three individual non-recourse mortgages encumbering three former Kmart sites.  The Company paid approximately $14.2 million in full satisfaction of these loans, which aggregated approximately $24.0 million.  As a result of these transactions, the Company recognized a gain on early extinguishment of debt of approximately $9.7 million during 2003, of which $6.8 million is included in Income from discontinued operations.
	Mortgages payable, collateralized by certain shopping center properties and related tenants’ leases, are generally due in monthly installments of principal and/or interest which mature at various dates through 2035.  Interest rates range from approximately 4.00% to 10.50% (weighted-average interest rate of 7.48% as of December 31, 2005).  The scheduled principal payments of all mortgages payable, excluding unamortized fair value debt adjustments of approximately $15.5 million, as of December 31, 2005, were approximately as follows (in millions): 2006, $21.7; 2007, $17.3; 2008, $60.0; 2009, $20.5; 2010, $23.2 and thereafter, $157.1.
	One of the Company’s properties was encumbered by approximately $6.4 million in floating-rate, tax-exempt mortgage bond financing.  The rate on these bonds was reset annually, at which time bondholders had the right to require the Company to repurchase the bonds. The Company had engaged a remarketing agent for the purpose of offering for resale the bonds in the event they were tendered to the Company.  All bonds tendered for redemption in the past were remarketed and the Company had arrangements, including letters of credit, with banks, to both collateralize the principal amount and accrued interest on such bonds and to fund any repurchase obligations.  During 2004, the Company fully paid the outstanding balance of this tax-exempt mortgage bond financing.

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13.	Construction Loans Payable:
	During 2005, the Company obtained a term loan and construction financing on two ground-up development projects for an aggregate original loan commitment amount of up to $50.5 million, of which approximately $22.4 million was outstanding at December 31, 2005.  As of December 31, 2005, the Company had a total of 15 construction loans with total commitments of up to $343.5 million, of which $228.5 million had been funded.  These loans had maturities ranging from four to 31 months and variable interest rates ranging from 6.04% to 6.64% at December 31, 2005.  These construction loans are collateralized by the respective projects and associated tenants’ leases.  The scheduled maturities of all construction loans payable as of December 31, 2005, were approximately as follows (in millions):  2006, $87.7; 2007, $86.3 and 2008, $54.5.
14.	Fair Value Disclosure of Financial Instruments:
	All financial instruments of the Company are reflected in the accompanying Consolidated Balance Sheets at amounts which, in management’s estimation based upon an interpretation of available market information and valuation methodologies, reasonably approximate their fair values except those listed below, for which fair values are reflected.  The valuation method used to estimate fair value for fixed-rate debt and minority interests relating to mandatorily redeemable non-controlling interests associated with finite-lived subsidiaries of the Company is based on discounted cash flow analyses.  The fair values for marketable securities are based on published or securities dealers’ estimated market values.  Such fair value estimates are not necessarily indicative of the amounts that would be realized upon disposition.  The following are financial instruments for which the Company’s estimate of fair value differs from the carrying amounts (in thousands):

	December 31,
	2005				2004
	Carrying Amounts		Estimated Fair Value		Carrying Amounts		Estimated Fair Value
Marketable Securities	$	206,452	$	208,114	$	123,771	$	125,907
Notes Payable	$	2,147,405	$	2,172,031	$	1,608,925	$	1,663,474
Mortgages Payable	$	315,336	$	330,897	$	353,071	$	375,566
Mandatorily Redeemable Minority Interests (termination dates ranging from 2019 – 2027)	$	1,782	$	4,934	$	2,057	$	3,842

15.	Financial Instruments - Derivatives and Hedging:
	The Company is exposed to the effect of changes in interest rates, foreign currency exchange rate fluctuations and market value fluctuations of equity securities. The Company limits these risks by following established risk management policies and procedures including the use of derivatives.
	The principal financial instruments generally used by the Company are interest rate swaps, foreign currency exchange forward contracts, cross currency swaps and warrant contracts. The Company, from time to time, hedges the future cash flows of its floating-rate debt instruments to reduce exposure to interest rate risk principally through interest rate swaps with major financial institutions. The Company had no interest rate swaps outstanding during 2004 and 2005.
	As of December 31, 2005 and 2004, respectively, the Company had foreign currency forward contracts designated as net investment hedges of its Canadian investments in real estate of approximately CAD $5.2 million and CAD $184.6 million. During 2005, the Company settled approximately CAD $179.4 million of CAD forward contracts. The Company did not sell or substantially liquidate any of the hedged investments.  As of December 31, 2004, the Company had a foreign currency forward contract designated as a fair value hedge of its Canadian investments in real estate aggregating approximately CAD $5.0 million. In April 2005, the Company settled the CAD $5.0 million foreign currency contract. In addition, the Company had a cross currency swap with an aggregate

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notional amount of approximately $82.4 million pesos (“MXN”) (approximately USD $7.8 million) designated as a hedge of its Mexican real estate investments at December 31, 2005 and 2004, respectively.

The Company has designated these foreign currency agreements as net investment hedges of the foreign currency exposure of its net investment in Canadian and Mexican real estate operations. The Company believes these agreements are highly effective in reducing the exposure to fluctuations in exchange rates. As such, gains and losses on these net investment hedges were reported in the same manner as a translation adjustment.  During 2005 and 2004, respectively, $0.7 million and $15.1 million of unrealized losses and $3.2 million and $0.0 million of unrealized gains were included in the cumulative translation adjustment relating to the Company’s net investment hedges of its Canadian and Mexican investments.

During 2001, the Company acquired warrants to purchase 2.5 million shares of common stock of a Canadian REIT. The Company designated the warrants as a cash flow hedge of the variability in expected future cash outflows upon purchasing the common stock. The change in fair value of the warrants representing unrealized gains was recorded in OCI. The net unrealized gains, since inception recorded in OCI as of December 31, 2004, were approximately $12.5 million. The Company exercised its warrants in October of 2004.  During 2005, the Company sold 0.2 million shares of common stock of the Canadian REIT resulting in a reclassification of $0.7 million of OCI balance to earnings as other income.

The following tables summarize the notional values and fair values of the Company’s derivative financial instruments as of December 31, 2005 and 2004:

		As of December 31, 2005
Hedge Type	Notional Value		Rate		Maturity		Fair Value (in millions)
Foreign currency forwards – net investment		CAD $5.2 million		1.4013		7/06	$	(0.8	)
MXN  cross currency swap – net investment		MXN $82.4 million		7.227		10/07	$	(0.2	)

	As of December 31, 2004
Hedge Type	Notional Value		Rate		Maturity		Fair Value (in millions)
Foreign currency forwards – net investment		CAD $184.6 million		1.4013 – 1.6194		1/05 – 7/06	$	(37.5	)
MXN  cross currency swap – net investment		MXN $82.4 million		7.227		10/07	$	0.3
Foreign currency forward – fair value		CAD $5.0 million		1.5918		4/05	$	(1.0	)

	As of December 31, 2005 and 2004 these derivative instruments were reported at their fair value as other liabilities of $1.0 million and $38.5 million, respectively and other assets of $0.3 million at December 31, 2004. The Company does not expect to reclassify to earnings any of the current balance during the next 12 months.
16.	Preferred Stock, Common Stock and Convertible Unit Transactions:
	At January 1, 2003, the Company had outstanding 3,000,000 Depositary Shares (the “Class A Depositary Shares”), each such Class A Depositary Share representing a one-tenth fractional interest of a share of the Company’s 7¾% Class A Cumulative Redeemable Preferred Stock, par value $1.00 per share (the “Class A Preferred Stock”), 2,000,000 Depositary Shares (the “Class B Depositary Shares”), each such Class B Depositary Share representing a one-tenth fractional interest of a share of the Company’s 8½% Class B Cumulative Redeemable Preferred Stock, par value $1.00 per share (the “Class B Preferred Stock”) and 4,000,000 Depositary Shares (the “Class C Depositary Shares”), each such Class C Depositary Share representing a one-tenth fractional interest of a share of the Company’s 8 3/8% Class C Cumulative Redeemable Preferred Stock, par value

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$1.00 per share (the “Class C Preferred Stock”).

During June 2003, the Company redeemed all 2,000,000 outstanding Depositary Shares of the Company’s Class B Preferred Stock, all 3,000,000 outstanding Depositary Shares of the Company’s Class A Preferred Stock and all 4,000,000 outstanding Depositary Shares of the Company’s Class C Preferred Stock, each at a redemption price of $25.00 per Depositary Share, totaling $225.0 million, plus accrued dividends.  In accordance with Emerging Issues Task Force (“EITF”) D-42, the Company deducted from the calculation of net income available to common shareholders original issuance costs of approximately $7.8 million associated with the redemption of the Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock.

During June 2003, the Company issued 7,000,000 Depositary Shares (the “Class F Depositary Shares”), each such Class F Depositary Share representing a one-tenth fractional interest of a share of the Company’s 6.65% Class F Cumulative Redeemable Preferred Stock, par value $1.00 per share (the “Class F Preferred Stock”).  Dividends on the Class F Depositary Shares are cumulative and payable quarterly in arrears at the rate of 6.65% per annum based on the $25.00 per share initial offering price, or $1.6625 per annum.  The Class F Depositary Shares are redeemable, in whole or part, for cash on or after June 5, 2008, at the option of the Company, at a redemption price of $25.00 per Depositary Share, plus any accrued and unpaid dividends thereon.  The Class F Depositary Shares are not convertible or exchangeable for any other property or securities of the Company.  Net proceeds from the sale of the Class F Depositary Shares, totaling approximately $169.0 million (after related transaction costs of $6.0 million) were used to redeem all of the Company’s Class B Preferred Stock and Class C Preferred Stock and to fund a portion of the redemption of the Company’s Class A Preferred Stock.

Voting Rights - As to any matter on which the Class F Preferred Stock, (“Preferred Stock”) may vote, including any action by written consent, each share of Preferred Stock shall be entitled to 10 votes, each of which 10 votes may be directed separately by the holder thereof.  With respect to each share of Preferred Stock, the holder thereof may designate up to 10 proxies, with each such proxy having the right to vote a whole number of votes (totaling 10 votes per share of Preferred Stock). As a result, each Class F Depositary Share is entitled to one vote.

Liquidation Rights - In the event of any liquidation, dissolution or winding up of the affairs of the Company, the Preferred Stock holders are entitled to be paid, out of the assets of the Company legally available for distribution to its stockholders, a liquidation preference of $250.00 per share ($25.00 per Class F Depositary Share), plus an amount equal to any accrued and unpaid dividends to the date of payment, before any distribution of assets is made to holders of the Company’s common stock or any other capital stock that ranks junior to the Preferred Stock as to liquidation rights.

During June 2003, the Company completed a primary public stock offering of 2,070,000 shares of the Company’s common stock.  The net proceeds from this sale of common stock, totaling approximately $76.0 million (after related transaction costs of $0.7 million) were used for general corporate purposes, including the acquisition of interests in real estate properties.

During September 2003, the Company completed a primary public stock offering of 2,760,000 shares of the Company’s common stock.  The net proceeds from this sale of common stock, totaling approximately $112.7 million (after related transaction costs of $1.0 million) were used for general corporate purposes, including the acquisition of interests in real estate properties.

During October 2002, the Company acquired an interest in a shopping center property located in Daly City, CA, valued at $80.0 million, through the issuance of approximately 4.8 million Convertible Units which are convertible at a ratio of 1:1 into the Company’s common stock.  The unit holder has the right to convert the Convertible Units at any time after one year.  In addition, the Company has the right to mandatorily require a conversion after ten years.  If at the time of conversion the common stock price for the 20 previous trading days is less than $16.785 per share, the unit holder would be entitled to additional shares; however, the maximum number of additional shares is limited to 503,932 based upon a floor common stock price of $15.180.  The Company has the option to settle the conversion in cash.  Dividends on

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	the Convertible Units are paid quarterly at the rate of the Company’s common stock dividend multiplied by 1.1057.  The value of the Convertible Units is included in Minority interests in partnerships on the accompanying Consolidated Balance Sheets.
17.	Supplemental Schedule of Non-Cash Investing/Financing Activities:
	The following schedule summarizes the non-cash investing and financing activities of the Company for the years ended December 31, 2005, 2004 and 2003, (in thousands):

	2005		2004		2003
Acquisition of real estate interests by assumption of mortgage debt	$	73,400	$	151,987	$	180,893
Acquisition of real estate interest by issuance of downREIT units	$	—	$	28,349	$	—
Disposition of real estate interests by assignment of downREIT units	$	4,236	$	24,114	$	—
Acquisition of real estate interests through proceeds held in escrow	$	—	$	69,681	$	—
Disposition/transfer of real estate interests by assignment of mortgage debt	$	166,108	$	320,120	$	23,068
Proceeds held in escrow through sale of real estate interests	$	19,217	$	9,688	$	41,194
Notes received upon disposition of real estate interests	$	—	$	6,277	$	14,490
Notes received upon exercise of stock options	$	—	$	—	$	100
Declaration of dividends paid in succeeding period	$	78,169	$	71,497	$	65,969

18.	Transactions with Related Parties:
	The Company, along with its joint venture partner, provided KROP short-term interim financing for all acquisitions by KROP for which a mortgage was not in place at the time of closing. All such financing had maturities of less than one year and bore interest at rates ranging from LIBOR plus 4.0% to LIBOR plus 5.25% for the years ended December 31, 2005 and 2004, respectively.  KROP had no outstanding short-term interim financing due to GECRE and the Company as of December 31, 2005 and 2004, respectively. The Company earned approximately $24,000 and $0.2 million during 2005 and 2004, respectively, related to such interim financing.
	The Company provides management services for shopping centers owned principally by affiliated entities and various real estate joint ventures in which certain stockholders of the Company have economic interests.  Such services are performed pursuant to management agreements which provide for fees based upon a percentage of gross revenues from the properties and other direct costs incurred in connection with management of the centers.
	In December 2004, in conjunction with the Price Legacy transaction, the Company, which holds a 15% non-controlling interest, provided the acquiring joint venture approximately $30.6 million of secured mezzanine financing.  This interest-only loan bears interest at a fixed rate of 7.5% per annum payable monthly in arrears and matures in December 2006.  The Company also provided PL Retail a secured short-term promissory note for approximately $8.2 million.  This interest only note bore interest at LIBOR plus 4.5% and was scheduled to mature in June 2005. During 2005, this note was amended to bear interest at LIBOR plus 6.0% and is now payable on demand. As of December 31, 2005, PL Retail had approximately $8.9 million outstanding on the mezzanine financing and approximately $8.2 million outstanding on the promissory note.

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	Reference is made to Notes 7 and 8 for additional information regarding transactions with related parties.
19.	Commitments and Contingencies:
	The Company and its subsidiaries are primarily engaged in the operation of shopping centers which are either owned or held under long-term leases which expire at various dates through 2087.  The Company and its subsidiaries, in turn, lease premises in these centers to tenants pursuant to lease agreements which provide for terms ranging generally from 5 to 25 years and for annual minimum rentals plus incremental rents based on operating expense levels and tenants’ sales volumes. Annual minimum rentals plus incremental rents based on operating expense levels comprised approximately 99% of total revenues from rental property for each of the three years ended December 31, 2004, 2003 and 2002.
	The future minimum revenues from rental property under the terms of all non-cancellable tenant leases, assuming no new or renegotiated leases are executed for such premises, for future years are approximately as follows (in millions): 2006, $388.5; 2007, $359.7; 2008, $319.0; 2009, $282.8; 2010, $243.2 and thereafter, $1,437.8.
	Minimum rental payments under the terms of all non-cancelable operating leases pertaining to the Company’s shopping center portfolio for future years are approximately as follows (in millions): 2006, $11.3; 2007, $10.6; 2008, $10.5; 2009, $10.0; 2010, $8.3 and thereafter, $140.8.
	The Company has issued letters of credit in connection with completion and repayment guarantees for construction loans encumbering certain of the Company’s ground-up development projects and guaranty of payment related to the Company’s insurance program.  These letters of credit aggregate approximately $34.8 million.
	Additionally, the RioCan Venture, an entity in which the Company holds a 50% non-controlling interest, has a CAD $7.0 million (approximately USD $6.0 million) letter of credit facility.  This facility is jointly guaranteed by RioCan and the Company and had approximately CAD $4.6 million (approximately USD $4.0 million) outstanding as of December 31, 2005, relating to various development projects.  In addition to the letter of credit facility, various additional Canadian development projects in which the Company holds interests ranging from 331/3% to 50% have letters of credit issued aggregating approximately CAD $3.5 million (approximately USD $3.0 million) at December 31, 2005.
	During 2005, a joint venture entity in which the Company has a non-controlling interest obtained a CAD $22.5 million credit facility to finance the construction of a 0.1 million square foot shopping center located in Kamloops, B.C.  This facility bears interest at RBP plus 0.5% per annum and is schedule to mature in May 2007.  The Company and its partner in this entity each have a limited and several guarantee of CAD $7.5 million related to this facility. As of December 31, 2005, there was no outstanding balance on this facility.
	During 2003, the limited partners in KIR, an entity in which the Company holds a 43.3% non-controlling interest, contributed $30.0 million toward their respective capital commitments, including $13.0 million by the Company.  As of December 31, 2003, KIR had unfunded capital commitments of $99.0 million, including $42.9 million from the Company.  During 2004, the KIR partners elected to cancel the remaining unfunded capital commitments.
	The Company is subject to various legal proceedings and claims that arise in the ordinary course of business.  These matters are generally covered by insurance.  Management believes that the final outcome of such matters will not have a material adverse effect on the financial position, results of operations or liquidity of the Company.
20.	Incentive Plans:
	The Company maintains a stock option plan (the “Plan”) pursuant to which a maximum of 37,000,000 shares of the Company’s common stock may be issued for qualified and non-qualified options. Options granted under the Plan generally vest ratably over a three

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or five-year term, expire ten years from the date of grant and are exercisable at the market price on the date of grant, unless otherwise determined by the Board at its sole discretion. In addition, the Plan provides for the granting of certain options to each of the Company’s non-employee directors (the “Independent Directors”) and permits such Independent Directors to elect to receive deferred stock awards in lieu of directors’ fees.

Information with respect to stock options under the Plan for the years ended December 31, 2005, 2004 and 2003, is as follows:

	Shares			Weighted-Average Exercise Price Per Share
Options outstanding, January 1, 2003		14,204,146		$	13.69
Exercised		(2,156,406	)	$	11.96
Granted		3,242,876		$	21.67
Forfeited		(179,006	)	$	15.58
Options outstanding, December 31, 2003		15,111,610		$	15.62
Exercised		(3,379,748	)	$	13.63
Granted		3,887,500		$	27.72
Forfeited		(379,790	)	$	19.25
Options outstanding, December 31, 2004		15,239,572		$	19.06
Exercised		(2,963,910	)	$	14.23
Granted		2,515,200		$	31.15
Forfeited		(239,566	)	$	23.59
Options outstanding, December 31, 2005		14,551,296		$	22.06
Options exercisable -
December 31, 2003		7,239,548		$	13.24
December 31, 2004		8,135,762		$	14.95
December 31, 2005		8,167,681		$	17.63

	The exercise prices for options outstanding as of December 31, 2005, range from $9.13 to $32.86 per share.  The weighted-average remaining contractual life for options outstanding as of December 31, 2005, was approximately 7.5 years. Options to purchase 3,817,066, 6,332,266 and 10,219,766 shares of the Company’s common stock were available for issuance under the Plan at December 31, 2005, 2004 and 2003, respectively.
	The Company maintains a 401(k) retirement plan covering substantially all officers and employees, which permits participants to defer up to the maximum allowable amount determined by the Internal Revenue Service of their eligible compensation.  This deferred compensation, together with Company matching contributions, which generally equal employee deferrals up to a maximum of 5% of their eligible compensation (capped at $170,000), is fully vested and funded as of December 31, 2005.  The Company contributions to the plan were approximately $1.1 million, $1.0 million and $0.8 million for the years ended December 31, 2005, 2004 and 2003, respectively.
21.	Income Taxes:
	The Company elected to qualify as a REIT in accordance with the Code commencing with its taxable year which began January 1, 1992.  To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that it currently distribute at least 90% of its adjusted REIT taxable income to its stockholders.  It is management’s intention to adhere to these requirements and maintain the Company’s REIT status.  As a REIT, the Company generally will not be subject to corporate federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable income as defined under the Code.  If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be able to qualify as a REIT for four subsequent taxable years.  Even if the Company qualifies for taxation as a REIT, the Company is subject to certain state and local taxes on its income and property and federal income and excise taxes on its undistributed taxable income. In addition, taxable income from non-REIT activities managed through taxable REIT subsidiaries is subject to federal, state and local income taxes.

105

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

Reconciliation between GAAP Net Income and Federal Taxable Income:

The following table reconciles GAAP net income to taxable income for the years ended December 31, 2005, 2004 and 2003, (in thousands):

	2005 (Estimated)			2004 (Actual)			2003 (Actual)
GAAP net income	$	363,628		$	297,137		$	307,879
Less: GAAP net income of taxable REIT  subsidiaries		(21,666	)		(19,396	)		(12,814	)
GAAP net income from REIT operations (a)		341,962			277,741			295,065
Net book depreciation in excess of (less than) tax depreciation		6,072			4,716			(36,663	)
Deferred and prepaid rents		(3,800	)		(7,200	)		(6,000	)
Exercise of non-qualified stock options		(33,752	)		(28,022	)		(11,370	)
Book/tax differences from investments in real estate joint ventures		(3,350	)		(6,350	)		(2,472	)
Book/tax difference on sale of real property		(33,863	)		(18,799	)		(32,319	)
Valuation adjustment of foreign currency contracts		2,537			(21,697	)		(15,466	)
Book adjustment of property carrying values		—			7,116			4,016
Other book/tax differences, net		16,980			8,419			(6,747	)
Adjusted taxable income subject to 90% dividend requirements	$	292,786		$	215,924		$	188,044

Certain amounts in the prior periods have been reclassified to conform to the current year presentation.

(a) - All adjustments to “GAAP net income from REIT operations” are net of amounts attributable to minority interest and taxable REIT subsidiaries.

Reconciliation between Cash Dividends Paid and Dividends Paid Deductions (in thousands):

For the year ended December 31, 2005, cash dividends paid were equal to the dividends paid deduction and amounted to $293,345.  Cash dividends paid exceeded the dividends paid deduction for the years ended December 31, 2004 and 2003 and amounted to $265,254 and $246,301, respectively. 

Characterization of Distributions:

The following characterizes distributions paid for the years ended December 31, 2005, 2004 and 2003, (in thousands):

	2005			2004			2003
Preferred Dividends
Ordinary income	$	10,009	86%	$	11,638	100%	$	13,169	84%
Capital gain		1,629	14%		—	—		2,451	16%
	$	11,638	100%	$	11,638	100%	$	15,620	100%
Common Dividends
Ordinary income	$	242,268	86%	$	210,501	83%	$	171,071	74%
Capital gain		39,439	14%		—	—		31,840	14%
Return of capital		—	—		43,115	17%		27,770	12%
	$	281,707	100%	$	253,616	100%	$	230,681	100%
Total dividends distributed	$	293,345		$	265,254		$	246,301

106

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

Taxable REIT Subsidiaries (“TRS”):

The Company is subject to federal, state and local income taxes on the income from its TRS activities, which include Kimco Realty Services (“KRS”), a wholly owned subsidiary of the Company and the consolidated entities of FNC and Blue Ridge Real Estate Company/Big Boulder Corporation.

Income taxes have been provided for on the asset and liability method as required by Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes.  Under the asset and liability method, deferred income taxes are recognized for the temporary differences between the financial reporting basis and the tax basis of the TRS assets and liabilities.

The Company’s taxable income for book purposes and provision for income taxes relating to the Company’s TRS and taxable entities which have been consolidated for accounting reporting purposes, for the years ended December 31, 2005, 2004 and 2003, are summarized as follows (in thousands):

	2005		2004		2003
Income before income taxes	$	32,920	$	27,716	$	21,328
Less provision for income taxes:
Federal		9,446		6,939		7,104
State and local		1,808		1,381		1,410
Total tax provision		11,254		8,320		8,514
GAAP net income from taxable REIT subsidiaries	$	21,666	$	19,396	$	12,814

The Company’s deferred tax assets and liabilities at December 31, 2005 and 2004, were as follows (in millions):

	2005			2004
Deferred Tax assets:
Operating losses - FNC	$	59.4		$	—
Other		16.3			11.8
Valuation allowance		(33.8	)		—
Total deferred tax assets		41.9			11.8
Deferred tax liabilities		(12.8	)		(7.3	)
Net deferred tax assets	$	29.1		$	4.5

Deferred tax assets and deferred tax liabilities are included in the caption Other assets and Other liabilities on the accompanying Consolidated Balance Sheets at December 31, 2005 and 2004.  Operating losses and the valuation allowance are due to the Company’s consolidation of FNC for accounting and reporting purposes and relate to pre-bankruptcy emergence operating losses incurred by Frank’s.  At December 31, 2005, FNC had approximately $152.2 million of net operating loss carry forwards that expire from 2022 through 2025, with a tax value of approximately $59.4 million.  A valuation allowance of $33.8 million has been established for a portion of these deferred tax assets.  Other deferred tax assets and deferred tax liabilities relate primarily to differences in the timing of the recognition of income/(loss) between the GAAP and tax basis of accounting for (i) real estate joint ventures, (ii) other real estate investments and (iii) other deductible temporary differences.  The Company believes that, based on its operating strategy and consistent history of profitability, it is more likely than not that the net deferred tax assets of $29.1 million will be realized on future tax returns, primarily from the generation of future taxable income.

The income tax provision differs from the amount computed by applying the statutory federal income tax rate to taxable income before income taxes as follows (in thousands):

107

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

	2005			2004			2003
Federal provision at statutory tax  rate (35%)	$	11,522		$	9,700		$	7,465
State and local taxes, net of federal  benefit		2,140			1,801			1,049
Other		(2,408	)		(3,181	)		—
	$	11,254		$	8,320		$	8,514

22.               Supplemental Financial Information:

The following represents the results of operations, expressed in thousands except per share amounts, for each quarter during the years 2005 and 2004:

	2005 (Unaudited)
	Mar. 31		June 30		Sept. 30		Dec. 31
Revenues from rental property(1)	$	129,314	$	126,658	$	129,585	$	136,988
Net income	$	86,780	$	83,837	$	85,343	$	107,668
Net income per common share:
Basic	$	.37	$	.36	$	.36	$	.46
Diluted	$	.37	$	.35	$	.36	$	.44

	2004 (Unaudited)
	Mar. 31		June 30		Sept. 30		Dec. 31
Revenues from rental property(1)	$	137,733	$	127,645	$	120,000	$	122,263
Net income	$	71,389	$	71,430	$	78,511	$	75,807
Net income per common share:
Basic	$	.31	$	.31	$	.34	$	.32
Diluted	$	.30	$	.31	$	.33	$	.32

(1) All periods have been adjusted to reflect the impact of operating properties sold during 2005 and 2004 and properties classified as held for sale as of December 31, 2005, which are reflected in the caption Discontinued operations on the accompanying Consolidated Statements of Income.

Accounts and notes receivable in the accompanying Consolidated Balance Sheets net of estimated unrecoverable amounts, were approximately $8.5 million and $8.7 million at December 31, 2005 and 2004, respectively.

23.	Pro Forma Financial Information (Unaudited):
	As discussed in Notes 3, 4 and 5, the Company and certain of its subsidiaries acquired and disposed of interests in certain operating properties during 2005.  The pro forma financial information set forth below is based upon the Company’s historical Consolidated Statements of Income for the years ended December 31, 2005 and 2004, adjusted to give effect to these transactions as of January 1, 2004.
	The pro forma financial information is presented for informational purposes only and may not be indicative of what actual results of operations would have been had the transactions occurred on January 1, 2004, nor does it purport to represent the results of operations for future periods.  (Amounts presented in millions, except per share figures.)

108

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

	Year ended December 31,
	2005		2004
Revenues from rental property	$	535.5	$	521.9
Net income	$	331.2	$	282.4
Net income per common share:
Basic	$	1.41	$	1.21
Diluted	$	1.38	$	1.19

109

KIMCO REALTY CORPORATION AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS

For Years Ended December 31, 2005, 2004 and 2003

(in thousands)

	Balance at beginning of period		Charged to expenses		Adjustments to valuation accounts		Deductions			Balance at end of period
Year Ended December 31, 2005
Allowance for uncollectable accounts	$	8,650	$	1,296	$	—	$	(1,446	)	$	8,500
Allowance for deferred tax asset	$	—	$	—	$	33,783	$	—		$	33,783
Year Ended December 31, 2004
Allowance for uncollectable accounts	$	9,650	$	1,335	$	—	$	(2,335	)	$	8,650
Year Ended December 31, 2003
Allowance for uncollectable accounts	$	5,750	$	5,800	$	—	$	(1,900	)	$	9,650

110

KIMCO REALTY CORPORATION AND SUBSIDIARIES

REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2005

	INITIAL COST
PROPERTIES	LAND	BUILDING AND IMPROVEMENT	SUBSEQUENT TO ACQUISITION		LAND		BUILDINGS AND IMPROVEMENTS		TOTAL
FAIRFIELD SHOPPING CENTER	529,247	2,137,493	226,005			529,247		2,363,498		2,892,745
HOOVER	279,106	7,735,873	—			279,106		7,735,873		8,014,979
KDI-MAIN STREET AT ANTHEM	7,305,430	—	(2,754,224	)		3,471,753		1,079,453		4,551,206
KDI-CHANDLER AUTO MALLS	9,318,595	—	(1,444,496	)		7,313,506		560,593		7,874,099
KIMCO MESA 679, INC. AZ	2,915,000	11,686,291	1,132,782			2,915,000		12,819,073		15,734,073
MESA RIVERVIEW	750,000	—	12,381,686			750,000		11,631,686		12,381,686
MESA RIVERVIEW (AUTO OFFICE)	14,250,000	—	16,214,834			14,250,000		1,964,834		16,214,834
METRO SQUARE	4,101,017	16,410,632	596,955			4,101,017		17,007,587		21,108,604
PEORIA CROSSING	7,212,588	—	2,198,742			161,583		4,116,913		4,278,495
HAYDEN PLAZA NORTH	2,015,726	4,126,509	5,415,780			2,015,726		9,542,289		11,558,015
PHOENIX, COSTCO	5,324,501	21,269,943	223,770			5,324,501		21,493,713		26,818,214
PHOENIX	2,450,341	9,802,046	572,141			2,450,341		10,374,187		12,824,528
KDI-ASANTE RETAIL CENTER	8,702,635	—	6,921,893			15,178,232		446,296		15,624,528
ALHAMBRA, COSTCO	4,995,639	19,982,557	23,838			4,995,639		20,006,395		25,002,034
MADISON PLAZA	5,874,396	23,476,190	121,916			5,874,396		23,598,106		29,472,502
CHULA VISTA, COSTCO	6,460,743	25,863,153	11,926,604			6,460,743		37,789,757		44,250,500
CORONA HILLS, COSTCO	13,360,965	53,373,453	784,920			13,360,965		54,158,373		67,519,338
LABAND VILLAGE SC	5,600,000	11,709,367	—			5,600,000		13,502,164		19,102,164
LA MIRADA THEATRE CENTER	8,816,741	35,259,965	(8,644,556	)		6,888,679		28,543,471		35,432,150
PLAZA DI NORTHRIDGE	12,900,000	40,574,842	—			12,900,000		47,079,766		59,979,766
POWAY CITY CENTRE	5,854,585	13,792,470	—			5,854,585		15,041,196		20,895,781
THE CENTRE	3,403,724	13,625,899	185,660			3,403,724		13,811,559		17,215,283
SANTA ANA, HOME DEPOT	4,592,364	18,345,257	—			4,592,364		18,345,257		22,937,621
SANTEE TOWN CENTER	2,252,812	9,012,256	942,135			2,252,812		9,954,391		12,207,203
FULTON MARKET PLACE	2,966,018	6,920,710	—			2,966,018		7,553,461		10,519,479
MARIGOLD SC	15,300,000	25,563,978	—			15,300,000		29,305,140		44,605,140
WESTLAKE SHOPPING CENTER	16,174,307	64,818,562	24,988,160			16,174,307		89,806,723		105,981,029
VILLAGE ON THE PARK	2,194,463	8,885,987	809,270			2,194,463		9,695,257		11,889,720
AURORA QUINCY	1,148,317	4,608,249	212,313			1,148,317		4,820,562		5,968,879
AURORA EAST BANK	1,500,568	6,180,103	160,719			1,500,568		6,340,822		7,841,390
SPRING CREEK COLORADO	1,423,260	5,718,813	26,244			1,423,260		5,745,057		7,168,317
DENVER WEST 38TH STREET	161,167	646,983	—			161,167		646,983		808,150
ENGLEWOOD PHAR MOR	805,837	3,232,650	88,947			805,837		3,321,597		4,127,434
FORT COLLINS	1,253,497	7,625,278	—			1,253,497		7,625,278		8,878,775
HERITAGE WEST	1,526,576	6,124,074	115,237			1,526,576		6,239,311		7,765,887
BRANFORD PLAZA	390,900	974,671	—			390,900		974,671		1,365,571
WEST FARM SHOPPING CENTER	5,805,969	23,348,024	259,589			5,805,969		23,607,613		29,413,582
FARMINGTON PLAZA	433,713	1,211,800	—			433,713		1,211,800		1,645,513
N.HAVEN, HOME DEPOT	7,704,968	30,797,640	225,056			7,704,968		31,022,696		38,727,664
SOUTHINGTON PLAZA	376,256	1,055,168	—			376,256		1,055,168		1,431,424
WATERBURY	2,253,078	9,017,012	274,246			2,253,078		9,291,258		11,544,336
DOVER	122,741	66,738	4,795,122			3,024,375		1,960,227		4,984,601
ELSMERE	—	3,185,642	—			—		3,185,642		3,185,642
ALTAMONTE SPRINGS	770,893	3,083,574	167,155			770,893		3,250,729		4,021,622
BOCA RATON	573,875	2,295,501	1,222,140			573,875		3,517,641		4,091,516
BRADENTON	125,000	299,253	333,571			125,000		632,824		757,824
BAYSHORE GARDENS, BRADENTON FL	2,901,000	11,738,955	460,115			2,901,000		12,199,070		15,100,070
BRADENTON PLAZA	527,026	765,252	—			527,026		765,252		1,292,278
CORAL SPRINGS	710,000	2,842,907	3,235,992			710,000		6,078,899		6,788,899
CORAL SPRINGS	1,649,000	6,626,301	180,572			1,649,000		6,806,873		8,455,873
CURLEW CROSSING S.C.	5,315,955	12,529,467	—			5,315,955		13,663,537		18,979,492
EAST ORLANDO	491,676	1,440,000	2,930,067			1,007,882		3,853,861		4,861,743
FERN PARK	225,000	902,000	2,903,564			225,000		3,805,564		4,030,564
REGENCY PLAZA	2,410,000	9,671,160	169,799			2,410,000		9,840,959		12,250,959
FLINT PLAZA	11,585,549	1,355,467	—			11,585,549		1,355,467		12,941,016
SHOPPES AT AMELIA CONCOURSE	7,600,000	—	4,356,546			1,975,613		9,980,933		11,956,546
AVENUES WALKS	26,984,546	—	—			26,984,546		1,793,208		28,777,753
KISSIMMEE	1,328,536	5,296,652	1,794,614			1,328,536		7,091,266		8,419,802
LAUDERDALE LAKES	342,420	2,416,645	3,028,432			342,420		5,445,077		5,787,497

PROPERTIES	ACCUMULATED DEPRECIATION		TOTAL COST, NET OF ACCUMULATED DEPRECIATION		ENCUMBRANCES		DATE OF CONSTRUCTION(C) ACQUISITION(A)
FAIRFIELD SHOPPING CENTER		317,182		2,575,563		—	2000(A)
HOOVER		1,190,298		6,824,681		—	1999(A)
KDI-MAIN STREET AT ANTHEM		—		4,551,206		3,349,534	2004(C)
KDI-CHANDLER AUTO MALLS		—		7,874,099		—	2004(C)
KIMCO MESA 679, INC. AZ		2,547,604		13,186,469		—	1998(A)
MESA RIVERVIEW		—		12,381,686		—	2005(C)
MESA RIVERVIEW (AUTO OFFICE)		—		16,214,834		—	2005(C)
METRO SQUARE		3,654,773		17,453,831		—	1998(A)
PEORIA CROSSING		—		4,278,495		245,283	2000(C)
HAYDEN PLAZA NORTH		1,393,010		10,165,005		—	1998(A)
PHOENIX, COSTCO		4,117,379		22,700,835		—	1998(A)
PHOENIX		2,158,629		10,665,899		—	1997(A)
KDI-ASANTE RETAIL CENTER		—		15,624,528		9,181,461	2004(C)
ALHAMBRA, COSTCO		3,888,509		21,113,525		—	1998(A)
MADISON PLAZA		4,569,538		24,902,964		—	1998(A)
CHULA VISTA, COSTCO		5,246,046		39,004,454		—	1998(A)
CORONA HILLS, COSTCO		10,533,810		56,985,528		—	1998(A)
LABAND VILLAGE SC		157,992		18,944,172		9,621,184	2005(A)
LA MIRADA THEATRE CENTER		5,365,198		30,066,952		—	1998(A)
PLAZA DI NORTHRIDGE		568,573		59,411,193		31,193,806	2005(A)
POWAY CITY CENTRE		458,879		20,436,902		—	2005(A)
THE CENTRE		2,148,933		15,066,351		—	1999(A)
SANTA ANA, HOME DEPOT		3,548,040		19,389,581		—	1998(A)
SANTEE TOWN CENTER		1,748,939		10,458,263		—	1998(A)
FULTON MARKET PLACE		11,347		10,508,132		7,386,469	2005(A)
MARIGOLD SC		453,265		44,151,875		19,692,278	2005(A)
WESTLAKE SHOPPING CENTER		5,316,914		100,664,115		—	2002(A)
VILLAGE ON THE PARK		1,910,414		9,979,307		—	1998(A)
AURORA QUINCY		957,506		5,011,373		2,248,369	1998(A)
AURORA EAST BANK		1,275,050		6,566,340		—	1998(A)
SPRING CREEK COLORADO		1,176,457		5,991,860		—	1998(A)
DENVER WEST 38TH STREET		131,311		676,840		—	1998(A)
ENGLEWOOD PHAR MOR		660,302		3,467,132		—	1998(A)
FORT COLLINS		1,140,533		7,738,241		2,770,936	2000(A)
HERITAGE WEST		1,256,879		6,509,007		—	1998(A)
BRANFORD PLAZA		26,364		1,339,206		613,723	2005(A)
WEST FARM SHOPPING CENTER		4,480,030		24,933,552		—	1998(A)
FARMINGTON PLAZA		36,053		1,609,460		613,723	2005(A)
N.HAVEN, HOME DEPOT		5,988,691		32,738,973		—	1998(A)
SOUTHINGTON PLAZA		28,099		1,403,325		613,723	2005(A)
WATERBURY		2,856,390		8,687,946		—	1993(A)
DOVER		937		4,983,665		—	2003(A)
ELSMERE		3,185,641		—		—	1979(C)
ALTAMONTE SPRINGS		801,631		3,219,992		—	1995(A)
BOCA RATON		1,256,338		2,835,178		—	1992(A)
BRADENTON		409,427		348,397		—	1968(C)
BAYSHORE GARDENS, BRADENTON FL		2,379,651		12,720,419		—	1998(A)
BRADENTON PLAZA		25,726		1,266,552		—	2005(A)
CORAL SPRINGS		1,488,555		5,300,344		—	1994(A)
CORAL SPRINGS		1,395,175		7,060,699		—	1997(A)
CURLEW CROSSING S.C.		409,771		18,569,721		—	2005(A)
EAST ORLANDO		2,149,406		2,712,337		—	1971(C)
FERN PARK		2,004,444		2,026,120		—	1968(C)
REGENCY PLAZA		1,553,596		10,697,364		—	1999(A)
FLINT PLAZA		—		12,941,016		—	2005(C)
SHOPPES AT AMELIA CONCOURSE		—		11,956,546		—	2003(C)
AVENUES WALKS		—		28,777,753		—	2005(C)
KISSIMMEE		1,734,170		6,685,632		—	1996(A)
LAUDERDALE LAKES		3,650,947		2,136,550		—	1968(C)

111

	INITIAL COST
PROPERTIES	LAND	BUILDING AND IMPROVEMENT	SUBSEQUENT TO ACQUISITION		LAND		BUILDINGS AND IMPROVEMENTS		TOTAL
MERCHANTS WALK	2,580,816	10,366,090	525,487			2,580,816		10,891,577		13,472,393
LARGO	293,686	792,119	1,154,515			293,686		1,946,634		2,240,320
LEESBURG	—	171,636	183,308			—		354,944		354,944
LARGO EAST BAY	2,832,296	11,329,185	1,275,567			2,832,296		12,604,752		15,437,048
LAUDERHILL	1,002,733	2,602,415	10,756,563			1,774,443		12,587,268		14,361,711
MELBOURNE	—	1,754,000	2,997,250			—		4,751,250		4,751,250
GROVE GATE	365,893	1,049,172	1,165,106			365,893		2,214,278		2,580,171
NORTH MIAMI	732,914	4,080,460	10,713,057			732,914		14,793,517		15,526,431
MILLER ROAD	1,138,082	4,552,327	1,673,910			1,138,082		6,226,237		7,364,319
MARGATE	2,948,530	11,754,120	2,900,969			2,948,530		14,655,089		17,603,619
MT. DORA	1,011,000	4,062,890	139,971			1,011,000		4,202,861		5,213,861
PLANTATION CROSSING	7,524,800	—	—			7,524,800		1,376,058		8,900,858
ORLANDO	923,956	3,646,904	1,891,604			1,172,119		5,290,345		6,462,464
RENAISSANCE CENTER	9,104,379	36,540,873	4,371,195			9,104,379		40,912,068		50,016,447
SAND LAKE	3,092,706	12,370,824	1,519,511			3,092,706		13,890,335		16,983,041
ORLANDO	560,800	2,268,112	3,065,682			580,030		5,314,564		5,894,594
OCALA	1,980,000	7,927,484	3,466,863			1,980,000		11,394,347		13,374,347
POMPANO BEACH	97,169	874,442	1,404,350			97,169		2,278,792		2,375,961
PALATKA	130,844	556,658	1,071,044			130,844		1,627,702		1,758,546
ST. PETERSBURG	—	917,360	847,730			—		1,765,090		1,765,090
TUTTLE BEE SARASOTA	254,961	828,465	1,747,305			254,961		2,575,770		2,830,731
SOUTH EAST SARASOTA	1,283,400	5,133,544	3,428,658			1,440,264		8,405,338		9,845,602
SANFORD	1,832,732	9,523,261	5,665,768			1,832,732		15,189,029		17,021,761
STUART	2,109,677	8,415,323	471,059			2,109,677		8,886,382		10,996,059
SOUTH MIAMI	1,280,440	5,133,825	2,705,210			1,280,440		7,839,035		9,119,475
TAMPA	2,820,000	11,283,189	1,925,241			2,820,000		13,208,430		16,028,430
TAMPA	2,400,445	5,601,039	—			2,400,445		5,601,039		8,001,484
VILLAGE COMMONS S.C.	2,192,331	8,774,158	528,183			2,192,331		9,302,341		11,494,672
MISSION BELL SHOPPING CENTER	5,056,426	11,843,119	136,859			5,067,033		13,048,075		18,115,108
WEST PALM BEACH	550,896	2,298,964	833,672			550,896		3,132,636		3,683,532
THE SHOPS AT WEST MELBOURNE	2,200,000	8,829,541	3,406,701			2,200,000		12,236,242		14,436,242
AUGUSTA	1,482,564	5,928,122	1,978,769			1,482,564		7,906,891		9,389,455
MACON	262,700	1,487,860	1,662,488			349,326		3,063,722		3,413,048
SAVANNAH	2,052,270	8,232,978	1,210,449			2,052,270		9,443,427		11,495,697
SAVANNAH	652,255	2,616,522	393,302			652,255		3,009,824		3,662,079
CLIVE	500,525	2,002,101	—			500,525		2,002,101		2,502,626
SOUTHDALE SHOPPING CENTER	1,720,330	6,916,294	938,211			1,720,330		7,854,504		9,574,834
DES MOINES	500,525	2,559,019	37,079			500,525		2,596,098		3,096,623
DUBUQUE	—	2,152,476	10,848			—		2,163,324		2,163,324
WATERLOO	500,525	2,002,101	2,869,100			500,525		4,871,201		5,371,726
TREASURE VALLEY MARKETPLACE	—	—	—			2,718,039		—		2,718,039
NAMPA (HORSHAM) FUTURE DEV.	6,501,240	—	—			6,501,240		147,510		6,648,750
ALTON, BELTLINE HWY	329,532	1,987,981	59,934			329,532		2,047,915		2,377,447
AURORA, N. LAKE	2,059,908	9,531,721	—			2,059,908		9,531,721		11,591,629
KRC ARLINGTON HEIGHT	1,983,517	9,178,272	(5,174,697	)		1,983,517		4,003,575		5,987,092
BLOOMINGTON	805,521	2,222,353	5,163,864			805,521		7,386,217		8,191,738
BELLEVILLE, WESTFIELD PLAZA	—	5,372,253	—			—		5,372,253		5,372,253
BRADLEY	500,422	2,001,687	—			500,422		2,001,687		2,502,109
CALUMET CITY	1,479,217	8,815,760	12,429,068			1,479,217		21,244,828		22,724,045
COUNTRYSIDE	—	4,770,671	1,137,295			1,101,670		4,806,296		5,907,966
CARBONDALE	—	500,000	—			—		500,000		500,000
CHICAGO	—	2,687,046	633,471			—		3,320,517		3,320,517
CHAMPAIGN, NEIL ST.	230,519	1,285,460	82,606			230,519		1,368,066		1,598,585
ELSTON	1,010,375	5,692,211	—			1,010,375		5,692,211		6,702,586
S. CICERO	—	1,541,560	149,203			—		1,690,763		1,690,763
CRYSTAL LAKE, NW HWY	179,964	1,025,811	317,841			180,269		1,343,347		1,523,616
CRYSTAL LAKE PLAZA	353,768	—	—			353,768		1,184,688		1,538,456
BUTTERFIELD SQUARE	1,601,960	6,637,926	299,681			1,603,277		6,936,290		8,539,567
DOWNERS PARK PLAZA	2,510,455	10,164,494	558,484			2,510,455		10,722,978		13,233,433
DOWNER GROVE	811,778	4,322,956	1,705,158			811,778		6,028,114		6,839,892
ELGIN	842,555	2,108,674	2,103,076			842,555		4,211,750		5,054,305
EVERGREEN PARK PLAZA	197,843	—	—			197,843		823,776		1,021,620
FOREST PARK	—	2,335,884	—			—		2,335,884		2,335,884

PROPERTIES	ACCUMULATED DEPRECIATION		TOTAL COST, NET OF ACCUMULATED DEPRECIATION		ENCUMBRANCES		DATE OF CONSTRUCTION(C) ACQUISITION(A)
MERCHANTS WALK		1,203,629		12,268,765		—	2001(A)
LARGO		1,753,673		486,647		—	1968(C)
LEESBURG		266,000		88,944		—	1969(C)
LARGO EAST BAY		4,898,075		10,538,973		—	1992(A)
LAUDERHILL		6,651,972		7,709,738		—	1974(C)
MELBOURNE		2,233,658		2,517,592		—	1968(C)
GROVE GATE		1,714,992		865,179		—	1968(C)
NORTH MIAMI		5,867,625		9,658,806		—	1985(A)
MILLER ROAD		4,998,126		2,366,192		—	1986(A)
MARGATE		4,239,627		13,363,992		—	1993(A)
MT. DORA		872,808		4,341,053		—	1997(A)
PLANTATION CROSSING		—		8,900,858		—	2005(C)
ORLANDO		1,545,290		4,917,174		—	1995(A)
RENAISSANCE CENTER		9,235,874		40,780,573		—	1998(A)
SAND LAKE		3,992,472		12,990,569		—	1994(A)
ORLANDO		1,027,040		4,867,555		—	1996(A)
OCALA		2,211,407		11,162,940		—	1997(A)
POMPANO BEACH		1,347,695		1,028,266		—	1968(C)
PALATKA		774,511		984,035		—	1970(C)
ST. PETERSBURG		758,930		1,006,160		—	1968(C)
TUTTLE BEE SARASOTA		1,804,753		1,025,978		—	1970(C)
SOUTH EAST SARASOTA		3,121,402		6,724,200		—	1989(A)
SANFORD		6,019,179		11,002,582		—	1989(A)
STUART		2,588,936		8,407,123		—	1994(A)
SOUTH MIAMI		1,888,487		7,230,988		—	1995(A)
TAMPA		2,781,828		13,246,602		—	1997(A)
TAMPA		190,243		7,811,241		—	2004(A)
VILLAGE COMMONS S.C.		1,634,209		9,860,463		—	1998(A)
MISSION BELL SHOPPING CENTER		2,116,651		15,998,457		—	2004(A)
WEST PALM BEACH		721,293		2,962,239		—	1995(A)
THE SHOPS AT WEST MELBOURNE		2,064,021		12,372,221		—	1998(A)
AUGUSTA		1,672,363		7,717,092		—	1995(A)
MACON		1,736,847		1,676,201		—	1969(C)
SAVANNAH		2,809,074		8,686,622		—	1993(A)
SAVANNAH		756,967		2,905,112		—	1995(A)
CLIVE		509,082		1,993,544		—	1996(A)
SOUTHDALE SHOPPING CENTER		1,322,522		8,252,313		4,034,954	1999(A)
DES MOINES		640,300		2,456,323		—	1996(A)
DUBUQUE		450,420		1,712,904		—	1997(A)
WATERLOO		688,398		4,683,327		—	1996(A)
TREASURE VALLEY MARKETPLACE		—		2,718,039		—	2005(C)
NAMPA (HORSHAM) FUTURE DEV.		—		6,648,750		—	2005(C)
ALTON, BELTLINE HWY		757,301		1,620,146		—	1998(A)
AURORA, N. LAKE		1,811,494		9,780,135		—	1998(A)
KRC ARLINGTON HEIGHT		1,427,643		4,559,449		—	1998(A)
BLOOMINGTON		4,107,676		4,084,062		—	1972(C)
BELLEVILLE, WESTFIELD PLAZA		1,021,521		4,350,732		—	1998(A)
BRADLEY		589,274		1,912,835		—	1996(A)
CALUMET CITY		1,784,739		20,939,306		—	1997(A)
COUNTRYSIDE		971,560		4,936,406		—	1997(A)
CARBONDALE		89,744		410,256		—	1997(A)
CHICAGO		595,842		2,724,676		—	1997(A)
CHAMPAIGN, NEIL ST.		234,390		1,364,195		—	1998(A)
ELSTON		1,082,244		5,620,342		—	1997(A)
S. CICERO		356,174		1,334,590		—	1997(A)
CRYSTAL LAKE, NW HWY		225,474		1,298,142		—	1998(A)
CRYSTAL LAKE PLAZA		21,572		1,516,884		956,712	2005(A)
BUTTERFIELD SQUARE		1,185,158		7,354,409		—	1998(A)
DOWNERS PARK PLAZA		1,902,129		11,331,305		—	1999(A)
DOWNER GROVE		1,134,099		5,705,793		—	1997(A)
ELGIN		2,824,750		2,229,554		—	1972(C)
EVERGREEN PARK PLAZA		19,628		1,001,991		—	2005(A)
FOREST PARK		494,150		1,841,734		—	1997(A)

112

	INITIAL COST
PROPERTIES	LAND	BUILDING AND IMPROVEMENT	SUBSEQUENT TO ACQUISITION		LAND		BUILDINGS AND IMPROVEMENTS		TOTAL
FAIRVIEW HTS, BELLVILLE RD.	—	11,866,880	1,831,567			—		13,698,447		13,698,447
GENEVA	500,422	12,917,712	35,949			500,422		12,953,661		13,454,083
HILLSIDE PLAZA	178,253	824,482	—			178,253		824,482		1,002,735
LAKE ZURICH PLAZA	233,698	1,265,023	—			233,698		1,265,023		1,498,721
LIBERTYVILLE PLAZA	219,439	1,097,393	—			219,439		1,097,393		1,316,831
MATTERSON	950,515	6,292,319	10,504,928			950,515		16,797,247		17,747,762
MT. PROSPECT	1,017,345	6,572,176	3,551,071			1,017,345		10,123,247		11,140,592
MUNDELEIN, S. LAKE	1,127,720	5,826,129	42,333			1,129,634		5,866,548		6,996,182
NORRIDGE	—	2,918,315	—			—		2,918,315		2,918,315
NAPERVILLE	669,483	4,464,998	70,678			669,483		4,535,676		5,205,159
NAPERVILLE PLAZA	239,486	—	—			239,486		1,152,454		1,391,939
OTTAWA	137,775	784,269	361,788			137,775		1,146,057		1,283,832
ORLAND PARK, S. HARLEM	476,972	2,764,775	1,114,785			476,972		3,879,560		4,356,532
OAK LAWN	1,530,111	8,776,631	130,821			1,530,111		8,907,452		10,437,563
OAKBROOK TERRACE	1,527,188	8,679,108	2,957,327			1,527,188		11,636,435		13,163,623
PEORIA	—	5,081,290	1,457,225			—		6,538,515		6,538,515
FREESTATE BOWL	343,723	1,129,198	(311,854	)		252,723		998,099		1,250,822
ROUND LAKE BEACH PLAZA	790,129	1,634,148	—			790,129		1,634,148		2,424,277
SKOKIE	—	2,276,360	9,488,383			2,628,440		9,136,303		11,764,743
KRC STREAMWOOD	181,962	1,057,740	181,885			181,962		1,239,625		1,421,587
ST. CHARLES PLAZA	240,395	930,262	—			240,395		930,262		1,170,658
WOODGROVE FESTIVAL	5,049,149	20,822,993	1,773,452			5,049,149		22,596,445		27,645,594
WAUKEGAN	203,427	1,161,847	37,012			203,772		1,198,514		1,402,286
WAUKEGAN PLAZA	349,409	883,975	—			349,409		883,975		1,233,384
PLAZA EAST	1,236,149	4,944,597	2,820,843			1,140,849		7,860,740		9,001,589
PLAZA WEST	808,435	3,210,187	624,109			808,435		3,834,296		4,642,731
FELBRAM	72,971	302,579	454,590			72,971		757,169		830,140
FORT WAYNE PLAZA	60,554	229,943	—			60,554		229,943		290,497
GREENWOOD	423,371	1,883,421	1,738,082			423,371		3,621,503		4,044,874
GRIFFITH	—	2,495,820	981,912			1,001,100		2,476,632		3,477,732
INDIANAPOLIS	447,600	3,607,193	2,704,055			447,600		6,311,248		6,758,848
LAFAYETTE	230,402	1,305,943	158,525			230,402		1,464,468		1,694,870
LAFAYETTE	812,810	3,252,269	3,433,080			2,379,198		5,118,962		7,498,159
KIMCO LAFAYETTE MARKET PLACE	4,184,000	16,752,165	235,913			4,184,000		16,988,078		21,172,078
KRC MISHAWAKA 895	378,088	1,999,079	642			378,730		1,999,079		2,377,809
MERRILLVILLE PLAZA	197,415	765,630	—			197,415		765,630		963,045
SOUTH BEND, S. HIGH ST.	183,463	1,070,401	196,858			183,463		1,267,259		1,450,722
OVERLAND PARK	1,183,911	6,335,308	142,374			1,185,906		6,475,687		7,661,593
BELLEVUE	405,217	1,743,573	138,965			405,217		1,882,538		2,287,755
FLORENCE PLAZA	176,796	678,383	—			176,796		678,383		855,179
LEXINGTON	1,675,031	6,848,209	5,128,392			1,551,079		12,100,553		13,651,632
PADUCAH MALL, KY	—	1,047,281	(123,196	)		—		924,085		924,085
HAMMOND AIR PLAZA	3,813,873	15,260,609	1,236,448			3,813,873		16,497,058		20,310,930
KIMCO HOUMA 274, LLC	1,980,000	7,945,784	121,888			1,980,000		8,067,672		10,047,672
LAFAYETTE	2,115,000	8,508,218	8,958,584			3,678,274		15,903,528		19,581,802
GREAT BARRINGTON	642,170	2,547,830	7,012,764			751,124		9,451,640		10,202,764
SHREWSBURY SHOPPING CENTER	1,284,168	5,284,853	4,496,351			1,284,168		9,781,203		11,065,371
CLUB CENTRE AT PIKESVILLE	1,630,003	5,354,041	(67,088	)		1,626,003		5,716,588		7,342,591
HARFORD BUSINESS PARK	307,278	1,010,280	387,687			425,278		1,360,205		1,785,483
HARFORD INDUSTRIAL PARK	2,755,863	—	(2,580,737	)		175,126		—		175,126
HICKORY RIDGE	8,175,025	19,162,695	—			8,175,025		20,787,670		28,962,695
WILDE LAKE	1,468,038	5,869,862	83,525			1,468,038		5,953,387		7,421,424
LYNX LANE	1,019,035	4,091,894	85,071			1,019,035		4,176,965		5,196,000
CLINTON BANK BUILDING	141,964	466,369	(200,070	)		82,964		362,370		445,335
CLINTON BOWL	39,779	130,716	(6,141	)		38,779		135,963		174,742
VILLAGES AT URBANA	3,190,074	6,067	3,704,742			4,828,774		2,072,110		6,900,883
GAITHERSBURG	244,890	6,787,534	264,386			244,890		7,051,920		7,296,810
HAGERSTOWN	541,389	2,165,555	1,050,933			541,389		3,216,488		3,757,877
SHAWAN PLAZA	4,500,000	21,859,285	(2,824,831	)		4,466,000		20,754,709		25,220,709
LAUREL	349,562	1,398,250	997,085			349,562		2,395,335		2,744,897
LAUREL	274,580	1,100,968	283,421			274,580		1,384,389		1,658,969
LARGO/LANDOVER	982,266	27,223,105	164,979			982,266		27,388,084		28,370,351
SOUTHWEST MIXED USE PROPERTY	403,034	1,325,126	173,667			361,034		1,646,035		2,007,069

PROPERTIES	ACCUMULATED DEPRECIATION		TOTAL COST, NET OF ACCUMULATED DEPRECIATION		ENCUMBRANCES		DATE OF CONSTRUCTION(C) ACQUISITION(A)
FAIRVIEW HTS, BELLVILLE RD.		2,390,863		11,307,583		—	1998(A)
GENEVA		2,586,932		10,867,152		9,314,409	1996(A)
HILLSIDE PLAZA		6,081		996,654		—	2005(A)
LAKE ZURICH PLAZA		22,646		1,476,076		962,638	2005(A)
LIBERTYVILLE PLAZA		18,140		1,298,691		967,828	2005(A)
MATTERSON		2,016,522		15,731,240		—	1997(A)
MT. PROSPECT		1,672,696		9,467,896		—	1997(A)
MUNDELEIN, S. LAKE		1,109,056		5,887,126		—	1998(A)
NORRIDGE		611,673		2,306,642		—	1997(A)
NAPERVILLE		889,862		4,315,297		—	1997(A)
NAPERVILLE PLAZA		19,362		1,372,577		—	2005(A)
OTTAWA		961,426		322,406		—	1970(C)
ORLAND PARK, S. HARLEM		620,644		3,735,889		—	1998(A)
OAK LAWN		1,812,385		8,625,179		14,319,368	1997(A)
OAKBROOK TERRACE		1,951,616		11,212,007		—	1997(A)
PEORIA		1,249,014		5,289,501		—	1997(A)
FREESTATE BOWL		186,764		1,064,058		—	2003(A)
ROUND LAKE BEACH PLAZA		64,060		2,360,217		—	2005(A)
SKOKIE		1,110,615		10,654,128		7,940,034	1997(A)
KRC STREAMWOOD		214,413		1,207,173		—	1998(A)
ST. CHARLES PLAZA		16,377		1,154,281		—	2005(A)
WOODGROVE FESTIVAL		4,259,534		23,386,061		—	1998(A)
WAUKEGAN		209,011		1,193,276		—	1998(A)
WAUKEGAN PLAZA		12,609		1,220,775		—	2005(A)
PLAZA EAST		1,740,787		7,260,802		—	1995(A)
PLAZA WEST		894,251		3,748,480		—	1995(A)
FELBRAM		543,518		286,623		—	1970(C)
FORT WAYNE PLAZA		11,932		278,565		—	2005(A)
GREENWOOD		2,213,435		1,831,438		—	1970(C)
GRIFFITH		530,178		2,947,554		—	1997(A)
INDIANAPOLIS		4,171,804		2,587,044		—	1986(A)
LAFAYETTE		1,340,974		353,896		—	1971(C)
LAFAYETTE		937,481		6,560,678		—	1997(A)
KIMCO LAFAYETTE MARKET PLACE		3,394,305		17,777,773		—	1998(A)
KRC MISHAWAKA 895		379,292		1,998,517		—	1998(A)
MERRILLVILLE PLAZA		13,444		949,602		—	2005(A)
SOUTH BEND, S. HIGH ST.		216,048		1,234,674		—	1998(A)
OVERLAND PARK		1,183,759		6,477,834		—	1998(A)
BELLEVUE		1,783,177		504,578		—	1976(A)
FLORENCE PLAZA		15,260		839,919		—	2005(A)
LEXINGTON		3,640,180		10,011,452		—	1993(A)
PADUCAH MALL, KY		262,741		661,344		—	1998(A)
HAMMOND AIR PLAZA		3,543,247		16,767,683		—	1997(A)
KIMCO HOUMA 274, LLC		1,276,595		8,771,077		—	1999(A)
LAFAYETTE		2,979,466		16,602,336		—	1997(A)
GREAT BARRINGTON		2,050,646		8,152,118		—	1994(A)
SHREWSBURY SHOPPING CENTER		1,173,245		9,892,126		—	2000(A)
CLUB CENTRE AT PIKESVILLE		671,268		6,671,323		5,143,557	2003(A)
HARFORD BUSINESS PARK		374,347		1,411,136		—	2003(A)
HARFORD INDUSTRIAL PARK		—		175,126		—	2003(A)
HICKORY RIDGE		12,548		28,950,147		—	2005(A)
WILDE LAKE		571,167		6,850,258		—	2002(A)
LYNX LANE		410,892		4,785,109		—	2002(A)
CLINTON BANK BUILDING		101,736		343,599		—	2003(A)
CLINTON BOWL		46,442		128,300		—	2003(A)
VILLAGES AT URBANA		—		6,900,883		—	2003(A)
GAITHERSBURG		1,077,511		6,219,299		—	1999(A)
HAGERSTOWN		2,195,737		1,562,140		—	1973(C)
SHAWAN PLAZA		2,233,922		22,986,787		13,349,585	2003(A)
LAUREL		829,917		1,914,980		—	1995(A)
LAUREL		1,118,889		540,080		—	1972(C)
LARGO/LANDOVER		4,189,378		24,180,973		—	1999(A)
SOUTHWEST MIXED USE PROPERTY		618,776		1,388,293		—	2003(A)

113

	INITIAL COST
PROPERTIES	LAND	BUILDING AND IMPROVEMENT	SUBSEQUENT TO ACQUISITION		LAND		BUILDINGS AND IMPROVEMENTS		TOTAL
NORTH EAST STATION	—	—	869,385			869,385		—		869,385
OWINGS MILLS PLAZA	303,911	1,370,221	—			303,911		1,370,221		1,674,132
PERRY HALL	3,733,309	12,245,774	(1,461,335	)		3,339,309		11,221,439		14,560,748
TIMONIUM SHOPPING CENTER	6,000,000	24,282,998	7,180,151			7,707,000		32,092,689		39,799,689
WALDORF BOWL	225,099	739,362	25,548			235,099		813,688		1,048,787
WALDORF FIRESTONE	73,127	240,625	(54,099	)		57,127		221,621		278,748
BANGOR, ME	403,833	1,622,331	93,752			403,833		1,716,083		2,119,916
CLAWSON	1,624,771	6,578,142	2,740,539			1,624,771		9,318,681		10,943,452
WHITE LAKE	2,300,050	9,249,607	1,515,807			2,300,050		10,765,414		13,065,464
CANTON TWP PLAZA	163,740	926,150	—			163,740		926,150		1,089,890
CLINTON TWP PLAZA	175,515	714,279	—			175,515		714,279		889,794
DEARBORN HEIGHTS PLAZA	162,319	497,791	—			162,319		497,791		660,110
FARMINGTON	1,098,426	4,525,723	2,322,313			1,098,426		6,848,036		7,946,462
GRAND RAPIDS PLAZA	74,898	429,076	—			74,898		429,076		503,975
LIVONIA	178,785	925,818	812,303			178,785		1,738,121		1,916,906
LANSING PLAZA	245,014	406,349	—			245,014		406,349		651,363
MUSKEGON	391,500	958,500	825,035			391,500		1,783,535		2,175,035
OKEMOS PLAZA	166,706	591,193	—			166,706		591,193		757,899
TAYLOR	1,451,397	5,806,263	260,289			1,451,397		6,066,552		7,517,949
WALKER	3,682,478	14,730,060	1,889,480			3,682,478		16,619,540		20,302,018
EDEN PRAIRIE PLAZA	882,596	911,373	—			882,596		911,373		1,793,968
ROSEVILLE PLAZA	132,842	957,340	—			132,842		957,340		1,090,182
ST. PAUL PLAZA	699,916	623,966	—			699,916		623,966		1,323,883
BRIDGETON	—	2,196,834	—			—		2,196,834		2,196,834
BALLWIN PLAZA	395,935	783,520	—			395,935		783,520		1,179,455
CREVE COEUR, WOODCREST/OLIVE	1,044,598	5,475,623	615,905			960,813		6,175,312		7,136,126
CRYSTAL CITY, MI	—	234,378	—			—		234,378		234,378
INDEPENDENCE, NOLAND DR.	1,728,367	8,951,101	81,861			1,731,300		9,030,029		10,761,329
NORTH POINT SHOPPING CENTER	1,935,380	7,800,746	176,792			1,935,380		7,977,538		9,912,918
KIRKWOOD	—	9,704,005	10,264,052			—		19,968,057		19,968,057
KANSAS CITY	574,777	2,971,191	246,276			574,777		3,217,467		3,792,244
LEMAY	125,879	503,510	2,812,469			451,155		2,990,703		3,441,858
GRAVOIS	1,032,416	4,455,514	10,766,773			1,032,416		15,222,287		16,254,703
ST. CHARLES-UNDERDEVELOPED LAND, MO	431,960	—	758,855			431,960		758,855		1,190,815
SPRINGFIELD	2,745,595	10,985,778	4,691,168			2,904,022		15,518,519		18,422,541
KMART PARCEL	905,674	3,666,386	4,933,942			905,674		8,600,328		9,506,002
KRC ST. CHARLES	—	550,204	—			—		550,204		550,204
ST. LOUIS, CHRISTY BLVD.	809,087	4,430,514	1,539,193			809,087		5,969,707		6,778,794
OVERLAND	—	4,928,677	526,042			—		5,454,719		5,454,719
ST. LOUIS	—	5,756,736	243,917			—		6,000,653		6,000,653
ST. LOUIS	—	2,766,644	68,298			—		2,834,942		2,834,942
ST. PETERS	1,182,194	7,423,459	6,571,143			1,053,694		14,123,102		15,176,796
SPRINGFIELD,GLENSTONE AVE.	—	608,793	1,641,270			—		2,250,063		2,250,063
KDI-TURTLE CREEK	11,535,281	—	22,210,101			9,712,881		22,210,101		31,922,982
BURLINGTON COMMERCE PARK	1,330,894	—	(237,042	)		1,093,852		—		1,093,852
CHARLOTTE	919,251	3,570,981	1,036,008			919,251		4,606,989		5,526,240
CHARLOTTE	1,783,400	7,139,131	655,358			1,783,400		7,794,489		9,577,889
TYVOLA RD.	—	4,736,345	5,318,276			—		10,054,621		10,054,621
CROSSROADS PLAZA	767,864	3,098,881	—			767,864		3,098,881		3,866,744
KIMCO CARY 696, INC.	2,180,000	8,756,865	405,993			2,256,799		9,086,059		11,342,858
DURHAM	1,882,800	7,551,576	1,206,215			1,882,800		8,757,791		10,640,591
LANDMARK STATION S.C.	1,200,000	4,808,785	264,027			1,200,000		5,072,812		6,272,812
GASTONIA	2,467,696	9,870,785	1,159,042			2,467,696		11,029,827		13,497,523
HILLSBOROUGH CROSSING	2,750,820	—	(2,231,425	)		519,395		—		519,395
SHOPPES AT MIDWAY PLANTATION	6,681,212	—	—			6,681,212		6,947,477		13,628,689
RALEIGH	5,208,885	20,885,792	7,402,461			5,208,885		28,288,253		33,497,138
WAKEFIELD COMMONS II	6,506,450	—	8,845,341			5,998,650		9,353,141		15,351,791
WAKEFIELD CROSSINGS	3,413,932	—	(2,261,457	)		825,006		327,469		1,152,475
EDGEWATER PLACE	3,150,000	—	8,290,251			3,062,768		8,377,483		11,440,251
WAKEFIELD COMMONS	1,240,000	5,015,595	50,020			1,240,000		5,065,615		6,305,615
WINSTON-SALEM	540,667	719,655	5,064,520			540,667		5,784,175		6,324,842
SORENSON PARK PLAZA	5,104,294	—	—			5,104,291		10,858,859		15,963,150
NEW LONDON CENTER	4,323,827	10,088,930	—			4,323,827		11,011,346		15,335,174

PROPERTIES	ACCUMULATED DEPRECIATION		TOTAL COST, NET OF ACCUMULATED DEPRECIATION		ENCUMBRANCES		DATE OF CONSTRUCTION(C) ACQUISITION(A)
NORTH EAST STATION		—		869,385		—	2003(A)
OWINGS MILLS PLAZA		26,542		1,647,591		—	2005(A)
PERRY HALL		1,432,861		13,127,886		5,539,084	2003(A)
TIMONIUM SHOPPING CENTER		5,194,431		34,605,258		10,049,289	2003(A)
WALDORF BOWL		105,129		943,659		—	2003(A)
WALDORF FIRESTONE		30,012		248,736		—	2003(A)
BANGOR, ME		174,937		1,944,979		—	2001(A)
CLAWSON		2,587,522		8,355,930		—	1993(A)
WHITE LAKE		2,518,394		10,547,071		—	1996(A)
CANTON TWP PLAZA		19,293		1,070,597		—	2005(A)
CLINTON TWP PLAZA		22,230		867,564		—	2005(A)
DEARBORN HEIGHTS PLAZA		12,450		647,661		—	2005(A)
FARMINGTON		1,890,861		6,055,600		—	1993(A)
GRAND RAPIDS PLAZA		24,543		479,432		—	2005(A)
LIVONIA		696,738		1,220,167		—	1968(C)
LANSING PLAZA		11,032		640,331		—	2005(A)
MUSKEGON		1,462,753		712,282		—	1985(A)
OKEMOS PLAZA		10,032		747,867		1,263,900	2005(A)
TAYLOR		1,852,058		5,665,892		—	1993(A)
WALKER		4,862,183		15,439,836		—	1993(A)
EDEN PRAIRIE PLAZA		23,756		1,770,212		—	2005(A)
ROSEVILLE PLAZA		19,734		1,070,449		—	2005(A)
ST. PAUL PLAZA		12,469		1,311,414		—	2005(A)
BRIDGETON		464,746		1,732,088		—	1997(A)
BALLWIN PLAZA		19,629		1,159,825		—	2005(A)
CREVE COEUR, WOODCREST/OLIVE		1,141,189		5,994,936		—	1998(A)
CRYSTAL CITY, MI		43,170		191,208		—	1997(A)
INDEPENDENCE, NOLAND DR.		1,712,229		9,049,101		—	1998(A)
NORTH POINT SHOPPING CENTER		1,434,867		8,478,050		6,966,888	1998(A)
KIRKWOOD		3,426,673		16,541,384		—	1998(A)
KANSAS CITY		657,937		3,134,307		—	1997(A)
LEMAY		640,021		2,801,838		—	1974(C)
GRAVOIS		5,713,982		10,540,721		—	1972(C)
ST. CHARLES-UNDERDEVELOPED LAND, MO		93,354		1,097,461		—	1998(A)
SPRINGFIELD		3,849,046		14,573,495		—	1994(A)
KMART PARCEL		704,308		8,801,694		2,873,484	2002(A)
KRC ST. CHARLES		98,755		451,449		—	1998(A)
ST. LOUIS, CHRISTY BLVD.		870,235		5,908,559		—	1998(A)
OVERLAND		1,087,860		4,366,859		—	1997(A)
ST. LOUIS		1,274,444		4,726,209		—	1997(A)
ST. LOUIS		589,524		2,245,418		—	1997(A)
ST. PETERS		3,185,052		11,991,744		—	1997(A)
SPRINGFIELD,GLENSTONE AVE.		300,781		1,949,282		—	1998(A)
KDI-TURTLE CREEK		—		31,922,982		19,947,214	2004(C)
BURLINGTON COMMERCE PARK		—		1,093,852		—	2003(C)
CHARLOTTE		1,197,961		4,328,279		—	1995(A)
CHARLOTTE		2,328,765		7,249,124		—	1993(A)
TYVOLA RD.		5,121,794		4,932,828		—	1986(A)
CROSSROADS PLAZA		437,130		3,429,615		—	2000(A)
KIMCO CARY 696, INC.		1,768,424		9,574,434		—	1998(A)
DURHAM		2,093,315		8,547,275		—	1996(A)
LANDMARK STATION S.C.		788,657		5,484,155		—	1999(A)
GASTONIA		4,652,211		8,845,312		—	1989(A)
HILLSBOROUGH CROSSING		—		519,395		—	2003(A)
SHOPPES AT MIDWAY PLANTATION		—		13,628,689		8,174,248	2005(C)
RALEIGH		6,627,330		26,869,808		—	1993(A)
WAKEFIELD COMMONS II		—		15,351,791		12,751,413	2001(C)
WAKEFIELD CROSSINGS		—		1,152,475		—	2001(C)
EDGEWATER PLACE		—		11,276,083		8,864,033	2003(C)
WAKEFIELD COMMONS		609,065		5,696,550		—	2001(C)
WINSTON-SALEM		2,203,662		4,121,180		—	1969(C)
SORENSON PARK PLAZA		—		15,963,150		—	2005(C)
NEW LONDON CENTER		14,118		15,321,055		—	2005(A)

114

	INITIAL COST
PROPERTIES	LAND	BUILDING AND IMPROVEMENT		SUBSEQUENT TO ACQUISITION		LAND		BUILDINGS AND IMPROVEMENTS		TOTAL
ROCKINGHAM	2,660,915	10,643,660		10,048,902			2,660,915		20,692,562		23,353,477
BRIDGEWATER NJ	1,982,481	(3,666,959	)	3,443,995			1,982,481		5,200,423		7,182,904
BAYONNE BROADWAY	1,434,737	3,347,719		—			1,434,737		6,149,103		7,583,839
BRICKTOWN PLAZA	344,884	1,008,941		—			344,884		1,008,941		1,353,826
BRIDGEWATER PLAZA	350,705	1,361,524		—			350,705		1,361,524		1,712,229
CHERRY HILL	2,417,583	6,364,094		1,232,642			2,417,583		7,596,736		10,014,319
MARLTON PIKE	—	4,318,534		—			—		4,318,534		4,318,534
CINNAMINSON	652,123	2,608,491		2,605,115			652,123		5,213,606		5,865,729
DEBTFORD PLAZA	221,316	962,891		—			221,316		962,891		1,184,208
FRANKLIN TOWNE CENTER	4,903,113	19,608,193		147,262			4,903,113		19,755,455		24,658,568
HILLSBOROUGH	11,886,809	—		(6,880,755	)		5,006,054		—		5,006,054
HOLMDEL TOWNE CENTER	10,824,624	43,301,494		581,568			10,824,624		43,883,063		54,707,686
HOLMDEL COMMONS	16,537,556	38,759,952		79,200			16,537,556		42,261,097		58,798,653
HAZLET PLAZA	389,722	1,545,241		—			389,722		1,545,241		1,934,963
HOWELL PLAZA	311,384	1,143,159		—			311,384		1,143,159		1,454,543
KENVILLE PLAZA	385,907	1,209,864		—			385,907		1,209,864		1,595,771
STRAUSS DISCOUNT AUTO	1,225,294	91,203		1,528,655			1,228,794		1,616,358		2,845,153
NORTH BRUNSWICK	3,204,978	12,819,912		13,497,340			3,204,978		26,317,252		29,522,230
PISCATAWAY TOWN CENTER	3,851,839	15,410,851		151,418			3,851,839		15,562,269		19,414,108
RIDGEWOOD	450,000	2,106,566		991,591			450,000		3,098,157		3,548,157
SEA GIRT PLAZA	457,039	1,308,010		—			457,039		1,308,010		1,765,048
WESTMONT	601,655	2,404,604		9,705,226			601,655		12,109,830		12,711,485
WEST LONG BRANCH PLAZA	64,976	1,700,782		—			64,976		1,700,782		1,765,758
SYCAMORE PLAZA	1,404,443	5,613,270		226,931			1,404,443		5,840,201		7,244,644
PLAZA PASEO DEL-NORTE	4,653,197	18,633,584		373,675			4,653,197		19,007,259		23,660,456
JUAN TABO, ALBUQUERQUE	1,141,200	4,566,817		293,273			1,141,200		4,860,090		6,001,290
BRIDGEHAMPTON	1,811,752	3,107,232		22,864,662			1,811,752		25,971,894		27,783,646
TWO GUYS AUTO GLASS	105,497	436,714		—			105,497		436,714		542,211
GENOVESE DRUG STORE	564,097	2,268,768		—			564,097		2,268,768		2,832,865
KINGS HIGHWAY	2,743,819	6,811,268		12,500			2,743,819		7,602,247		10,346,066
HOMEPORT-RALPH AVENUE	4,414,464	11,339,857		12,500			4,414,464		14,399,961		18,814,426
BAYRIDGE	2,569,765	6,251,197		—			2,569,765		12,411,320		14,981,084
BELLMORE	1,272,265	3,183,547		—			1,272,265		3,565,350		4,837,615
STRAUSS CASTLE HILL PLAZA	310,864	725,350		—			310,864		1,049,460		1,360,324
STRAUSS UTICA AVENUE	347,633	811,144		—			347,633		1,173,362		1,520,995
KING KULLEN PLAZA	5,968,082	23,243,404		859,034			5,968,082		24,102,438		30,070,520
KDI-CENTRAL ISLIP TOWN CENTER	13,733,950	1,266,050		(9,911,148	)		5,088,852		0		5,088,852
ELMONT	3,011,653	7,606,066		12,500			3,011,653		9,791,389		12,803,042
ELMONT PLAZA	—	230,118		—			—		230,118		230,118
FRANKLIN SQUARE	1,078,535	2,516,581		—			1,078,535		5,148,300		6,226,835
HAMPTON BAYS	1,495,105	5,979,320		170,771			1,495,105		6,150,091		7,645,196
HENRIETTA	1,075,358	6,635,486		1,678,189			1,075,358		8,313,675		9,389,033
HICKSVILLE	3,542,732	8,266,375		—			3,542,732		9,346,754		12,889,486
STRAUSS LIBERTY AVENUE	305,969	713,927		—			305,969		1,033,638		1,339,607
DOUGLASTON SHOPPING CENTER	3,033,190	12,179,993		15,400			3,033,190		12,195,393		15,228,583
ROSLYN SAVINGS BANK	244,064	981,225		—			244,064		981,225		1,225,289
STRAUSS MERRICK BLVD	450,582	1,051,359		—			450,582		1,522,179		1,972,761
MANHASSET VENTURE LLC	4,567,003	19,165,808		25,498,942			4,421,939		44,809,814		49,231,753
MASPETH QUEENS-DUANE READE	1,872,005	4,827,940		—			1,872,005		5,759,126		7,631,131
MASSAPEQUA	1,880,807	4,388,549		—			1,880,807		5,330,010		7,210,817
STRAUSS EAST 14TH STREET	1,455,653	3,396,523		—			1,455,653		4,906,143		6,361,796
367-369 BLEEKER STREET	1,425,000	4,958,097		193,913			1,425,000		5,152,009		6,577,009
92 PERRY STREET	2,106,250	6,318,750		445,451			2,106,250		6,764,201		8,870,451
37 GREENWICH STREET	800,000	2,400,000		368,123			800,000		2,768,123		3,568,123
82 CHRISTOPHER STREET	972,813	2,974,676		—			972,813		2,974,676		3,947,488
71 SECOND STREET	881,250	2,690,981		—			881,250		2,690,981		3,572,231
AMERICAN MUFFLER SHOP	76,056	325,567		—			76,056		325,567		401,624
PLAINVIEW	263,693	584,031		9,689,515			263,693		10,273,546		10,537,239
POUGHKEEPSIE	876,548	4,695,659		12,592,263			876,548		17,287,922		18,164,470
STRAUSS JAMAICA AVENUE	1,109,714	2,589,333		—			1,109,714		2,669,636		3,779,350
SYOSSET, NY	106,655	76,197		1,553,113			106,655		1,522,705		1,692,360
STATEN ISLAND	2,280,000	9,027,951		5,075,207			2,280,000		14,103,158		16,383,158
STATEN ISLAND	2,940,000	11,811,964		918,416			3,148,424		12,521,956		15,670,380

PROPERTIES	ACCUMULATED DEPRECIATION		TOTAL COST, NET OF ACCUMULATED DEPRECIATION		ENCUMBRANCES		DATE OF CONSTRUCTION(C) ACQUISITION(A)
ROCKINGHAM		5,035,451		18,318,026		—	1994(A)
BRIDGEWATER NJ		1,814,848		5,368,057		—	1998(C)
BAYONNE BROADWAY		209,146		7,374,693		—	2004(A)
BRICKTOWN PLAZA		29,050		1,324,775		—	2005(A)
BRIDGEWATER PLAZA		36,161		1,676,068		1,526,331	2005(A)
CHERRY HILL		4,394,315		5,620,004		—	1985(C)
MARLTON PIKE		1,033,496		3,285,038		—	1996(A)
CINNAMINSON		873,020		4,992,709		—	1996(A)
DEBTFORD PLAZA		20,590		1,163,618		1,429,057	2005(A)
FRANKLIN TOWNE CENTER		3,819,299		20,839,269		—	1998(A)
HILLSBOROUGH		—		5,006,054		—	2001(C)
HOLMDEL TOWNE CENTER		3,369,638		51,338,048		—	2002(A)
HOLMDEL COMMONS		2,632,834		56,165,820		—	2004(A)
HAZLET PLAZA		34,647		1,900,316		—	2005(A)
HOWELL PLAZA		32,321		1,422,222		—	2005(A)
KENVILLE PLAZA		37,170		1,558,602		—	2005(A)
STRAUSS DISCOUNT AUTO		93,737		2,751,415		—	2002(A)
NORTH BRUNSWICK		6,374,243		23,147,987		—	1994(A)
PISCATAWAY TOWN CENTER		3,009,874		16,404,234		—	1998(A)
RIDGEWOOD		741,447		2,806,710		—	1993(A)
SEA GIRT PLAZA		26,019		1,739,029		—	2005(A)
WESTMONT		2,591,445		10,120,040		—	1994(A)
WEST LONG BRANCH PLAZA		9,021		1,756,736		—	2005(A)
SYCAMORE PLAZA		1,234,602		6,010,042		—	1998(A)
PLAZA PASEO DEL-NORTE		3,675,256		19,985,200		—	1998(A)
JUAN TABO, ALBUQUERQUE		904,512		5,096,778		—	1998(A)
BRIDGEHAMPTON		9,989,661		17,793,985		—	1972(C)
TWO GUYS AUTO GLASS		30,742		511,469		—	2003(A)
GENOVESE DRUG STORE		160,145		2,672,720		—	2003(A)
KINGS HIGHWAY		349,714		9,996,352		3,188,450	2004(A)
HOMEPORT-RALPH AVENUE		497,214		18,317,212		6,731,406	2004(A)
BAYRIDGE		403,224		14,577,860		4,173,678	2004(A)
BELLMORE		146,195		4,691,420		1,112,531	2004(A)
STRAUSS CASTLE HILL PLAZA		1,904		1,358,420		—	2005(A)
STRAUSS UTICA AVENUE		2,130		1,518,866		—	2005(A)
KING KULLEN PLAZA		5,159,586		24,910,934		—	1998(A)
KDI-CENTRAL ISLIP TOWN CENTER		—		5,088,852		9,380,000	2004(C)
ELMONT		387,372		12,415,670		3,849,664	2004(A)
ELMONT PLAZA		—		230,118		—	2005(A)
FRANKLIN SQUARE		172,687		6,054,148		—	2004(A)
HAMPTON BAYS		3,100,319		4,544,877		—	1989(A)
HENRIETTA		2,660,126		6,728,906		—	1993(A)
HICKSVILLE		375,508		12,513,978		—	2004(A)
STRAUSS LIBERTY AVENUE		1,131		1,338,476		—	2005(A)
DOUGLASTON SHOPPING CENTER		860,074		14,368,509		—	2003(A)
ROSLYN SAVINGS BANK		69,269		1,156,020		—	2003(A)
STRAUSS MERRICK BLVD		2,762		1,969,999		—	2005(A)
MANHASSET VENTURE LLC		5,201,520		44,030,233		—	1999(A)
MASPETH QUEENS-DUANE READE		215,398		7,415,733		3,058,637	2004(A)
MASSAPEQUA		233,848		6,976,969		—	2004(A)
STRAUSS EAST 14TH STREET		5,369		6,356,427		—	2005(A)
367-369 BLEEKER STREET		216,969		6,360,041		4,394,837	2004(A)
92 PERRY STREET		145,969		8,724,482		6,850,000	2005(A)
37 GREENWICH STREET		52,639		3,515,483		2,235,000	2005(A)
82 CHRISTOPHER STREET		5,643		3,941,845		3,120,000	2005(A)
71 SECOND STREET		4,815		3,567,416		—	2005(A)
AMERICAN MUFFLER SHOP		22,850		378,774		—	2003(A)
PLAINVIEW		3,629,801		6,907,438		—	1969(C)
POUGHKEEPSIE		6,259,532		11,904,938		—	1972(C)
STRAUSS JAMAICA AVENUE		3,712		3,775,638		—	2005(A)
SYOSSET, NY		699,797		929,563		—	1990(C)
STATEN ISLAND		6,111,941		10,271,218		—	1989(A)
STATEN ISLAND		2,533,940		13,136,440		1,770,046	1997(A)

115

	INITIAL COST
PROPERTIES	LAND	BUILDING AND IMPROVEMENT	SUBSEQUENT TO ACQUISITION		LAND		BUILDINGS AND IMPROVEMENTS		TOTAL
STATEN ISLAND PLAZA	5,600,744	6,788,460	—			5,600,744		6,788,460		12,389,203
STOP N SHOP STATEN ISLAND	4,558,592	10,441,408	—			4,558,592		10,597,256		15,155,848
WEST GATES	1,784,718	9,721,970	(2,043,308	)		1,784,718		7,678,662		9,463,380
WHITE PLAINS	1,777,765	4,453,894	92,200			1,777,765		6,461,999		8,239,764
YONKERS	871,977	3,487,909	—			871,977		3,487,909		4,359,886
STRAUSS ROMAINE AVENUE	782,459	1,825,737	—			782,459		2,643,339		3,425,798
AKRON WATERLOO	437,277	1,912,222	4,113,885			437,277		6,026,107		6,463,384
WEST MARKET ST.	560,255	3,909,430	210,155			560,255		4,119,585		4,679,840
BARBERTON	505,590	1,948,135	2,462,819			505,590		4,410,954		4,916,544
BRUNSWICK	771,765	6,058,560	727,444			771,765		6,786,004		7,557,769
BEAVERCREEK	635,228	3,024,722	2,800,398			635,228		5,825,120		6,460,348
CANTON	792,985	1,459,031	4,532,876			792,985		5,991,907		6,784,892
CAMBRIDGE	—	1,848,195	899,735			473,060		2,274,870		2,747,930
MORSE RD.	835,386	2,097,600	2,755,845			835,386		4,853,445		5,688,831
HAMILTON RD.	856,178	2,195,520	3,842,586			856,178		6,038,106		6,894,284
OLENTANGY RIVER RD.	764,517	1,833,600	2,311,258			764,517		4,144,858		4,909,375
W. BROAD ST.	982,464	3,929,856	3,177,920			969,804		7,120,436		8,090,240
RIDGE ROAD	1,285,213	4,712,358	10,593,229			1,285,213		15,305,587		16,590,800
GLENWAY AVE	530,243	3,788,189	527,010			530,243		4,315,198		4,845,441
SPRINGDALE	3,205,653	14,619,732	5,259,376			3,205,653		19,879,108		23,084,761
SOUTH HIGH ST.	602,421	2,737,004	76,671			602,421		2,813,674		3,416,096
GLENWAY CROSSING	699,359	3,112,047	1,232,339			699,359		4,344,386		5,043,745
HIGHLAND RIDGE PLAZA	1,540,000	6,178,398	141,991			1,540,000		6,320,389		7,860,389
HIGHLAND PLAZA	702,074	667,463	—			702,074		667,463		1,369,537
MONTGOMERY PLAZA	530,893	1,302,656	—			530,893		1,302,656		1,833,549
COLUMBUS PLAZA	168,223	176,179	—			168,223		176,179		344,402
SHILOH SPRING RD.	—	1,735,836	2,115,145			—		3,850,981		3,850,981
OAKCREEK	1,245,870	4,339,637	4,065,115			1,245,870		8,404,752		9,650,622
SALEM AVE.	665,314	347,818	5,427,664			665,314		5,775,482		6,440,796
KETTERING	1,190,496	4,761,984	671,539			1,190,496		5,433,523		6,624,019
KENT, OH	6,254	3,028,914	—			6,254		3,028,914		3,035,168
KENT	2,261,530	—	—			2,261,530		—		2,261,530
MENTOR	503,981	2,455,926	2,086,340			503,981		4,542,266		5,046,247
MIDDLEBURG HEIGHTS	639,542	3,783,096	1,782,440			639,542		5,565,536		6,205,078
MENTOR ERIE COMMONS.	2,234,474	9,648,000	5,165,948			2,234,474		14,813,948		17,048,422
MALLWOODS CENTER	294,232	—	(496,786	)		294,232		1,184,543		1,478,775
NORTH OLMSTED	626,818	3,712,045	35,000			626,818		3,747,045		4,373,862
ORANGE OHIO	3,783,875	—	(1,239,648	)		2,221,704		322,524		2,544,228
SPRINGBORO PIKE	1,854,527	2,572,518	2,744,318			1,854,527		5,316,836		7,171,363
SPRINGFIELD	842,976	3,371,904	1,549,071			842,976		4,920,975		5,763,951
UPPER ARLINGTON	504,256	2,198,476	8,760,593			1,255,544		10,207,781		11,463,325
WICKLIFFE	610,991	2,471,965	1,405,293			610,991		3,877,258		4,488,249
CHARDON ROAD	481,167	5,947,751	2,075,598			481,167		8,023,348		8,504,516
WESTERVILLE	1,050,431	4,201,616	7,674,134			1,050,431		11,875,750		12,926,181
EDMOND	477,036	3,591,493	8,900			477,036		3,600,393		4,077,429
CENTENNIAL PLAZA	4,650,634	18,604,307	1,170,555			4,650,634		19,774,862		24,425,496
TULSA	20,038	80,101	11,500			20,038		91,601		111,639
ALLEGHENY	—	30,061,177	59,094			—		30,120,271		30,120,271
CHIPPEWA	2,881,525	11,526,101	133,289			2,881,525		11,659,390		14,540,916
BROOKHAVEN PLAZA	254,694	973,318	—			254,694		973,318		1,228,013
CARNEGIE	—	3,298,908	17,747			—		3,316,655		3,316,655
CENTER SQUARE	731,888	2,927,551	1,105,299			731,888		4,032,850		4,764,738
WEST MIFFLIN	475,815	1,903,231	724,416			475,815		2,627,647		3,103,462
EAST STROUDSBURG	1,050,000	2,372,628	1,110,654			1,050,000		3,483,282		4,533,282
EXTON	176,666	4,895,360	—			176,666		4,895,360		5,072,026
EXTON	731,888	2,927,551	—			731,888		2,927,551		3,659,439
EASTWICK	889,001	2,762,888	3,074,728			889,001		6,228,275		7,117,276
EXTON PLAZA	294,378	1,404,778	—			294,378		1,404,778		1,699,156
FEASTERVILLE	520,521	2,082,083	38,692			520,521		2,120,775		2,641,296
GETTYSBURG	74,626	671,630	101,519			74,626		773,149		847,775
HARRISBURG, PA	452,888	6,665,238	1,846,339			452,888		8,511,576		8,964,464
SIMPSON FERRY	658,346	6,908,711	341,972			658,346		7,250,683		7,909,029
HAMBURG	439,232	—	2,023,428			494,982		1,967,677		2,462,660

PROPERTIES	ACCUMULATED DEPRECIATION		TOTAL COST, NET OF ACCUMULATED DEPRECIATION		ENCUMBRANCES		DATE OF CONSTRUCTION(C) ACQUISITION(A)
STATEN ISLAND PLAZA		63,076		12,326,127		1,531,880	2005(A)
STOP N SHOP STATEN ISLAND		22,661		15,133,187		—	2005(A)
WEST GATES		2,940,627		6,522,753		—	1993(A)
WHITE PLAINS		302,907		7,936,857		3,801,487	2004(A)
YONKERS		936,194		3,423,692		—	1998(A)
STRAUSS ROMAINE AVENUE		4,798		3,421,000		—	2005(A)
AKRON WATERLOO		2,319,373		4,144,011		—	1975(C)
WEST MARKET ST.		2,158,383		2,521,457		—	1999(A)
BARBERTON		2,166,905		2,749,639		—	1972(C)
BRUNSWICK		5,659,642		1,898,127		—	1975(C)
BEAVERCREEK		4,053,771		2,406,577		—	1986(A)
CANTON		3,524,501		3,260,391		—	1972(C)
CAMBRIDGE		1,874,437		873,492		—	1973(C)
MORSE RD.		2,374,861		3,313,970		—	1988(A)
HAMILTON RD.		2,786,221		4,108,064		—	1988(A)
OLENTANGY RIVER RD.		2,452,100		2,457,275		—	1988(A)
W. BROAD ST.		3,242,070		4,848,170		—	1988(A)
RIDGE ROAD		3,188,396		13,402,405		—	1992(A)
GLENWAY AVE		2,268,337		2,577,104		—	1999(A)
SPRINGDALE		7,826,708		15,258,053		—	1992(A)
SOUTH HIGH ST.		1,674,917		1,741,178		—	1999(A)
GLENWAY CROSSING		495,136		4,548,609		—	2000(A)
HIGHLAND RIDGE PLAZA		981,912		6,878,477		—	1999(A)
HIGHLAND PLAZA		16,045		1,353,492		—	2005(A)
MONTGOMERY PLAZA		37,625		1,795,924		—	2005(A)
COLUMBUS PLAZA		8,959		335,443		—	2005(A)
SHILOH SPRING RD.		2,471,209		1,379,772		—	1969(C)
OAKCREEK		4,579,736		5,070,885		—	1984(A)
SALEM AVE.		2,550,077		3,890,719		—	1988(A)
KETTERING		2,788,292		3,835,727		—	1988(A)
KENT, OH		1,284,897		1,750,271		—	1999(A)
KENT		—		2,261,530		—	1995(A)
MENTOR		1,896,222		3,150,025		—	1987(A)
MIDDLEBURG HEIGHTS		2,111,276		4,093,802		—	1999(A)
MENTOR ERIE COMMONS.		5,739,639		11,308,783		—	1988(A)
MALLWOODS CENTER		96,315		1,382,460		—	1999(C)
NORTH OLMSTED		1,825,834		2,548,029		—	1999(A)
ORANGE OHIO		—		2,544,228		—	2001(C)
SPRINGBORO PIKE		3,458,823		3,712,540		—	1985(C)
SPRINGFIELD		2,071,982		3,691,969		—	1988(A)
UPPER ARLINGTON		5,706,318		5,757,007		—	1969(C)
WICKLIFFE		966,368		3,521,881		—	1995(A)
CHARDON ROAD		2,460,391		6,044,125		—	1999(A)
WESTERVILLE		4,104,499		8,821,682		—	1988(A)
EDMOND		726,906		3,350,523		—	1997(A)
CENTENNIAL PLAZA		3,864,216		20,561,280		—	1998(A)
TULSA		29,191		82,448		—	1996(A)
ALLEGHENY		911,535		29,208,736		—	2004(A)
CHIPPEWA		1,771,611		12,769,304		10,687,114	2000(A)
BROOKHAVEN PLAZA		20,978		1,207,034		936,491	2005(A)
CARNEGIE		510,255		2,806,400		—	1999(A)
CENTER SQUARE		915,655		3,849,084		—	1996(A)
WEST MIFFLIN		752,421		2,351,041		—	1993(A)
EAST STROUDSBURG		2,747,536		1,785,747		—	1973(C)
EXTON		753,133		4,318,894		—	1999(A)
EXTON		700,611		2,958,828		—	1996(A)
EASTWICK		1,335,780		5,781,496		4,522,807	1997(A)
EXTON PLAZA		22,247		1,676,909		—	2005(A)
FEASTERVILLE		495,217		2,146,079		—	1996(A)
GETTYSBURG		744,101		103,674		—	1986(A)
HARRISBURG, PA		4,589,455		4,375,009		—	2002(A)
SIMPSON FERRY		3,142,079		4,766,950		—	2000(A)
HAMBURG		189,426		2,273,234		2,522,183	2000(C)

116

	INITIAL COST
PROPERTIES	LAND	BUILDING AND IMPROVEMENT	SUBSEQUENT TO ACQUISITION	LAND		BUILDINGS AND IMPROVEMENTS		TOTAL
HAVERTOWN	731,888	2,927,551	—		731,888		2,927,551		3,659,439
MIDDLETOWN	207,283	1,174,603	447,331		207,283		1,621,934		1,829,217
NORRISTOWN	686,134	2,664,535	3,396,794		774,084		5,973,379		6,747,463
NEW KENSINGTON	521,945	2,548,322	676,040		521,945		3,224,362		3,746,307
PHILADELPHIA	731,888	2,927,551	—		731,888		2,927,551		3,659,439
GALLERY, PHILADELPHIA PA	—	—	258,931		—		258,931		258,931
PHILADELPHIA PLAZA	209,197	1,373,843	—		209,197		1,373,843		1,583,040
STRAUSS WASHINGTON AVENUE	424,659	990,872	—		424,659		1,053,428		1,478,087
RICHBORO	788,761	3,155,044	11,768,724		976,439		14,736,090		15,712,529
SPRINGFIELD	919,998	4,981,589	1,736,014		919,998		6,717,603		7,637,601
COUNTY LINE PLAZA	—	—	—		—		1,917,758		1,917,758
UPPER DARBY	231,821	927,286	4,838,447		231,821		5,694,483		5,926,304
WEST MIFFLIN	1,468,341	—	—		1,468,341		—		1,468,341
WHITEHALL	—	5,195,577	9,231		—		5,204,808		5,204,808
E. PROSPECT ST.	604,826	2,755,314	317,917		604,826		3,073,231		3,678,057
W. MARKET ST.	188,562	1,158,307	—		188,562		1,158,307		1,346,869
MARSHALL PLAZA, CRANSTON RI	1,886,600	7,575,302	812,763		1,886,600		8,388,065		10,274,665
CHARLESTON	730,164	3,132,092	4,968,566		730,164		8,100,658		8,830,822
CHARLESTON	1,744,430	6,986,094	4,182,126		1,744,430		11,168,220		12,912,650
FLORENCE	1,465,661	6,011,013	124,757		1,465,661		6,135,770		7,601,431
GREENVILLE	2,209,812	8,850,864	325,455		2,209,812		9,176,319		11,386,131
NORTH CHARLESTON	744,093	2,974,990	96,365		744,093		3,071,355		3,815,448
N. CHARLESTON	2,965,748	11,895,294	841,551		2,965,748		12,736,845		15,702,593
MADISON	—	4,133,904	2,658,808		—		6,792,712		6,792,712
HICKORY RIDGE COMMONS	596,347	2,545,033	7,624		596,347		2,552,656		3,149,004
TROLLEY STATION	3,303,682	13,218,740	55,985		3,303,682		13,274,725		16,578,407
RIVERGATE STATION	7,135,070	19,091,078	427,128		7,135,070		21,033,859		28,168,929
MARKET PLACE AT RIVERGATE	2,574,635	10,339,449	723,016		2,574,635		11,062,465		13,637,100
RIVERGATE, TN	3,038,561	12,157,408	3,001,828		3,038,561		15,159,236		18,197,797
CENTER OF THE HILLS, TX	2,923,585	11,706,145	406,661		2,923,585		12,112,806		15,036,391
ARLINGTON	3,160,203	2,285,377	—		3,160,203		2,285,377		5,445,580
DOWLEN CENTER	2,244,581	—	16,348,694		3,344,581		15,248,694		18,593,276
BURLESON	9,974,390	810,314	1,556,022		4,345,145		7,995,582		12,340,727
BAYTOWN	500,422	2,431,651	437,342		500,422		2,868,993		3,369,415
SOUTH TOWN PLAZA	3,482,124	—	1,499,680		438,615		4,543,188		4,981,804
LAS TIENDAS PLAZA	8,678,107	—	—		8,678,107		3,209,885		11,887,992
CORPUS CHRISTI, TX	—	944,562	3,207,999		—		4,152,561		4,152,561
DALLAS	1,299,632	5,168,727	4,652,572		1,299,632		9,821,299		11,120,931
MONTGOMERY PLAZA	6,203,205	—	43,554,218		6,203,205		43,554,218		49,757,423
GARLAND	500,414	2,001,656	98,000		500,414		2,099,656		2,600,070
CENTER AT BAYBROOK	6,941,017	27,727,491	2,125,519		6,941,017		29,853,010		36,794,027
HARRIS COUNTY	1,843,000	7,372,420	955,382		2,003,260		8,167,542		10,170,802
SHARPSTOWN COURT	1,560,010	6,245,807	228,606		1,560,010		6,474,412		8,034,422
CYPRESS TOWNE CENTER	6,033,932	—	16,817,463		4,816,601		18,034,794		22,851,395
SHOPS AT VISTA RIDGE	3,257,199	13,029,416	75,901		3,257,199		13,105,317		16,362,516
VISTA RIDGE PLAZA	2,926,495	11,716,483	1,924,860		2,926,495		13,641,343		16,567,838
VISTA RIDGE PHASE II	2,276,575	9,106,300	28,435		2,276,575		9,134,735		11,411,310
SOUTH PLAINES PLAZA, TX	1,890,000	7,577,145	131,206		1,890,000		7,708,351		9,598,351
LAKE WORTH TOWNE CROSSING	8,000,000	—	17,061,072		4,808,545		20,252,526		25,061,072
MESQUITE	520,340	2,081,356	724,043		520,340		2,805,399		3,325,739
MESQUITE TOWN CENTER	3,757,324	15,061,644	1,510,446		3,757,324		16,572,090		20,329,414
NEW BRAUNSFELS	840,000	3,360,000	—		840,000		3,360,000		4,200,000
FORUM AT OLYMPIA PARKWAY-DEV	668,781	—	5,307,205		318,091		13,282,166		13,600,257
FORUM AT OLYMPIA PARKWAY	800,000	10,509,105	11,309,105		800,000		10,509,105		11,309,105
PARKER PLAZA	7,846,946	—	—		7,846,946		—		7,846,946
PLANO	500,414	2,830,835	—		500,414		2,830,835		3,331,249
WEST OAKS	500,422	2,001,687	26,291		500,422		2,027,978		2,528,400
MARKET STREET AT WOODLANDS	10,920,168	—	86,718,633		10,920,168		86,718,633		97,638,801
OGDEN	213,818	855,275	3,642,126		874,898		4,497,401		5,372,299
COLONIAL HEIGHTS	125,376	3,476,073	32,420		125,376		3,508,493		3,633,869
HARRISONBURG	69,885	1,938,239	—		69,885		1,938,239		2,008,123
MANASSAS	1,788,750	7,162,661	275,639		1,788,750		7,438,300		9,227,050
RICHMOND	82,544	2,289,288	280,600		82,544		2,569,889		2,652,432

PROPERTIES	ACCUMULATED DEPRECIATION		TOTAL COST, NET OF ACCUMULATED DEPRECIATION		ENCUMBRANCES		DATE OF CONSTRUCTION(C) ACQUISITION(A)
HAVERTOWN		700,611		2,958,828		—	1996(A)
MIDDLETOWN		1,262,661		566,556		—	1986(A)
NORRISTOWN		3,527,186		3,220,277		—	1984(A)
NEW KENSINGTON		2,778,144		968,163		—	1986(A)
PHILADELPHIA		700,611		2,958,828		—	1996(A)
GALLERY, PHILADELPHIA PA		8,077		250,854		—	1996(A)
PHILADELPHIA PLAZA		32,027		1,551,013		—	2005(A)
STRAUSS WASHINGTON AVENUE		2,935		1,475,153		—	2005(A)
RICHBORO		6,304,657		9,407,872		—	1986(A)
SPRINGFIELD		4,443,613		3,193,988		—	1983(A)
COUNTY LINE PLAZA		—		1,917,758		—	1995(C)
UPPER DARBY		1,186,784		4,739,520		3,553,633	1996(A)
WEST MIFFLIN		—		1,468,341		—	1986(A)
WHITEHALL		1,243,387		3,961,421		—	1996(A)
E. PROSPECT ST.		2,873,042		805,015		—	1986(A)
W. MARKET ST.		1,158,307		188,562		—	1986(A)
MARSHALL PLAZA, CRANSTON RI		1,671,170		8,603,494		—	1998(A)
CHARLESTON		2,985,259		5,845,563		—	1978(C)
CHARLESTON		2,513,046		10,399,604		—	1995(A)
FLORENCE		1,293,999		6,307,432		—	1997(A)
GREENVILLE		1,840,188		9,545,943		—	1997(A)
NORTH CHARLESTON		426,213		3,389,235		1,893,303	2000(A)
N. CHARLESTON		2,420,045		13,282,548		—	1997(A)
MADISON		4,529,624		2,263,089		—	1978(C)
HICKORY RIDGE COMMONS		358,029		2,790,974		—	2000(A)
TROLLEY STATION		2,461,420		14,116,988		10,326,649	1998(A)
RIVERGATE STATION		1,789,475		26,379,454		16,271,491	2004(A)
MARKET PLACE AT RIVERGATE		2,059,117		11,577,984		—	1998(A)
RIVERGATE, TN		2,539,035		15,658,762		—	1998(A)
CENTER OF THE HILLS, TX		2,281,045		12,755,347		—	1998(A)
ARLINGTON		477,514		4,968,066		—	1997(A)
DOWLEN CENTER		—		18,593,276		4,784,529	2002(C)
BURLESON		—		12,340,727		—	2000(C)
BAYTOWN		615,601		2,753,813		—	1996(A)
SOUTH TOWN PLAZA		—		4,981,804		3,834,842	2003(C)
LAS TIENDAS PLAZA		—		11,887,992		—	2005(C)
CORPUS CHRISTI, TX		467,576		3,684,985		—	1997(A)
DALLAS		8,985,331		2,135,600		—	1969(C)
MONTGOMERY PLAZA		—		49,757,423		32,203,702	2003(C)
GARLAND		508,966		2,091,104		—	1996(A)
CENTER AT BAYBROOK		5,367,870		31,426,157		—	1998(A)
HARRIS COUNTY		1,699,463		8,471,338		—	1997(A)
SHARPSTOWN COURT		1,125,682		6,908,740		5,626,750	1999(A)
CYPRESS TOWNE CENTER		—		22,851,395		16,133,471	2003(C)
SHOPS AT VISTA RIDGE		2,556,053		13,806,463		17,355,211	1998(A)
VISTA RIDGE PLAZA		2,471,123		14,096,714		—	1998(A)
VISTA RIDGE PHASE II		1,675,288		9,736,022		—	1998(A)
SOUTH PLAINES PLAZA, TX		1,519,901		8,078,450		4,619,061	1998(A)
LAKE WORTH TOWNE CROSSING		—		25,061,072		22,794,004	2003(C)
MESQUITE		730,778		2,594,962		—	1995(A)
MESQUITE TOWN CENTER		3,087,612		17,241,801		—	1998(A)
NEW BRAUNSFELS		215,758		3,984,242		—	2003(A)
FORUM AT OLYMPIA PARKWAY-DEV		4,648		13,595,609		—	1999(C)
FORUM AT OLYMPIA PARKWAY		—		11,309,105		9,245,910	1999(C)
PARKER PLAZA		—		7,846,946		—	2005(C)
PLANO		665,825		2,665,424		—	1996(A)
WEST OAKS		510,434		2,017,967		—	1996(A)
MARKET STREET AT WOODLANDS		—		97,638,801		66,025,722	2002(C)
OGDEN		1,355,679		4,016,620		—	1967(C)
COLONIAL HEIGHTS		539,754		3,094,116		—	1999(A)
HARRISONBURG		298,191		1,709,933		—	1999(A)
MANASSAS		1,566,562		7,660,488		—	1997(A)
RICHMOND		230,028		2,422,404		—	1999(A)

117

	INITIAL COST
PROPERTIES	LAND	BUILDING AND IMPROVEMENT	SUBSEQUENT TO ACQUISITION		LAND		BUILDINGS AND IMPROVEMENTS		TOTAL
RICHMOND	670,500	2,751,375	—			670,500		2,751,375		3,421,875
VALLEY VIEW SHOPPING CENTER	3,440,018	8,054,004	—			3,440,018		8,787,875		12,227,893
MANCHESTER SHOPPING CENTER	2,722,461	6,403,866	(3,694	)		2,722,461		6,980,964		9,703,425
HAZEL DELL TOWNE CENTER	9,340,819	—	21,240,296			9,340,819		21,240,296		30,581,115
RACINE	1,403,082	5,612,330	2,059,250			1,403,082		7,671,580		9,074,662
CHARLES TOWN	602,000	3,725,871	10,528,897			602,000		14,254,768		14,856,768
MARTINSBURG	242,634	1,273,828	628,937			242,634		1,902,765		2,145,399
RIVERWALK PLAZA	2,708,290	10,841,674	122,699			2,708,290		10,964,373		13,672,663
BLUE RIDGE	12,346,900	71,529,796	12,239,934			23,457,942		72,658,688		96,116,630
MEXICO - PACHUCA WAL-MART	3,621,985	—	6,623,264			3,943,079		6,302,170		10,245,249
MEXICO-SAN LUIS POTOSI	5,787,073	6,860,642	549,935			6,270,189		6,927,461		13,197,650
MEXICO- SALTILLO II	11,150,023	—	5,450,759			11,544,176		5,056,606		16,600,782
BALANCE OF PORTFOLIO	46,502,142	4,492,127	38,065,263			50,045,556		43,604,091		93,649,647
								—		—
					$	948,558,551	$	3,611,846,996	$	4,560,405,547

PROPERTIES	ACCUMULATED DEPRECIATION		TOTAL COST, NET OF ACCUMULATED DEPRECIATION		ENCUMBRANCES		DATE OF CONSTRUCTION(C) ACQUISITION(A)
RICHMOND		563,584		2,858,291		—	1995(A)
VALLEY VIEW SHOPPING CENTER		399,655		11,828,238		—	2004(A)
MANCHESTER SHOPPING CENTER		558,551		9,144,874		—	2004(A)
HAZEL DELL TOWNE CENTER		—		30,581,115		10,785,094	2003(C)
RACINE		3,423,430		5,651,232		—	1988(A)
CHARLES TOWN		6,279,004		8,577,764		—	1985(A)
MARTINSBURG		1,668,445		476,954		—	1986(A)
RIVERWALK PLAZA		1,932,612		11,740,051		7,416,681	1999(A)
BLUE RIDGE		34,763,081		61,353,549		13,149,742	2005(A)
MEXICO - PACHUCA WAL-MART		—		10,245,249		—	2005(C)
MEXICO-SAN LUIS POTOSI		331,848		12,865,802		—	2004(A)
MEXICO- SALTILLO II		—		16,600,782		—	2005(C)
BALANCE OF PORTFOLIO		16,269,237		77,380,409		—	VARIOUS
		—		—
	$	740,127,307	$	3,820,278,240	$	543,790,520

Depreciation and amortization are provided on the straight-line method over the estimated useful lives of the assets as follows:

                      Buildings                                                                                15 to 50 years

                      Fixtures, building and leasehold improvements             

                        (including certain identified intangible assets)              Terms of leases or useful lives, whichever is shorter

The aggregate cost for Federal income tax purposes was approximately $ 4.2 billion at December 31, 2005.

The changes in total real estate assets for the years ended December 31, 2005, 2004, and 2003 are as follows:

		2005			2004			2003
Balance, beginning of period	$	4,092,222,479		$	4,174,664,893		$	3,421,159,067
Acquisitions		490,125,913			672,421,546			1,142,133,901
Improvements		410,280,045			195,580,447			182,351,801
Transfers from  (to) unconsolidated joint ventures		(103,573,817	)		(748,974,957	)		(237,421,088	)
Sales		(299,944,373	)		(193,948,762	)		(312,228,077	)
Assets held for sale		(28,704,700	)		(4,555,688	)		(17,315,557	)
Adjustment of property carrying values		—			(2,965,000	)		(4,015,554	)
Balance, end of period	$	4,560,405,547		$	4,092,222,479		$	4,174,664,493

The changes in accumulated depreciation for the years ended December 31, 2005, 2004, and 2003 are as follows:

		2005			2004			2003
Balance, beginning of period	$	634,641,781		$	568,988,445		$	516,558,123
Depreciation for year		98,591,658			96,584,738			83,563,580
Transfers from (to) unconsolidated joint ventures		27,812,350			(14,133,515	)		(4,124,181	)
Sales		(19,903,904	)		(15,909,487	)		(24,979,281	)
Assets held for sale		(1,014,578	)		(888,400	)		(2,029,796	)
Balance, end of period	$	740,127,307		$	634,641,781		$	568,988,445

Reclassifications:

Certain Amounts in the Prior Period Have Been Reclassified in Order to Conform with the Current Period's Presentation.

118

EX-10.21

Exhibit 10.21

CDN $250,000,000

SECOND AMENDED AND RESTATED
CREDIT AGREEMENT

Dated as of January 25, 2006

among

KIMCO NORTH TRUST I,

KIMCO NORTH TRUST II,

KIMCO NORTH TRUST III,

KIMCO NORTH LOAN TRUST IV,

KIMCO NORTH TRUST V,

KIMCO NORTH TRUST VI,
as Borrowers,

The Other Borrowers
from Time to Time Parties Hereto,

The Several Lenders

from Time to Time Parties Hereto,

ROYAL BANK OF CANADA,

as Issuing Lender,

THE BANK OF NOVA SCOTIA

and

CANADIAN IMPERIAL BANK OF COMMERCE,

as Syndication Agents,

BANK OF AMERICA, N.A.,

as Documentation Agent,

ROYAL BANK OF CANADA,

as Administrative Agent,

and

KIMCO REALTY CORPORATION,
as a Guarantor and

for the Other Limited Purposes Set Forth Herein

RBC CAPITAL MARKETS,

as Bookrunner and Lead Arranger

119

ARTICLE I          DEFINITIONS		126
SECTION 1.1	Defined Terms	126
SECTION 1.2	Other Definitional Provisions; Interpretation	149
SECTION 1.3	Accounting Terms; GAAP	150
ARTICLE II          THE LOANS		150
SECTION 2.1	Several Borrowers and Loans	150
SECTION 2.2	Loans; Etc.	150
SECTION 2.3	Optional and Mandatory Prepayments	153
SECTION 2.4	Conversion and Continuation Options	154
SECTION 2.5	Fees	155
SECTION 2.6	Interest Rates and Payment Dates	155
SECTION 2.7	Computation of Interest and Fees	156
SECTION 2.8	Inability to Determine Interest Rate	157
SECTION 2.9	Pro Rata Treatment and Payments	157
SECTION 2.10	Illegality	158
SECTION 2.11	Requirements of Law	159
SECTION 2.12	Taxes	161
SECTION 2.13	Indemnity	163
SECTION 2.14	Change of Lending Office	163
SECTION 2.15	Replacement of Lenders under Certain Circumstances	163
SECTION 2.16	Additional Borrowers; Kimco as Authorized Exclusive Agent	164
SECTION 2.17	[Intentionally Omitted.]	166
SECTION 2.18	Identity of Lenders; Funding of Loans	166
ARTICLE III          LETTERS OF CREDIT		166
SECTION 3.1	L/C Commitment	166
SECTION 3.2	Procedure for Issuance of Letters of Credit	167
SECTION 3.3	Fees and Other Charges	167
SECTION 3.4	L/C Participations	168
SECTION 3.5	Reimbursement Obligation of the Borrowers	169
SECTION 3.6	Obligations Absolute	169
SECTION 3.7	Letter of Credit Payments	170

120

SECTION 3.8	Applications	171
SECTION 3.9	Replacement of the Issuing Lender; Alternate Issuing Lender	171
ARTICLE IV          REPRESENTATIONS AND WARRANTIES		171
SECTION 4.1	Financial Condition	172
SECTION 4.2	No Change	172
SECTION 4.3	Corporate Existence; Compliance with Law	172
SECTION 4.4	Corporate Power; Authorization; Enforceable Obligations	173
SECTION 4.5	No Legal Bar	173
SECTION 4.6	No Material Litigation	174
SECTION 4.7	No Default	174
SECTION 4.8	Ownership of Property	174
SECTION 4.9	Intellectual Property	174
SECTION 4.10	No Burdensome Restrictions; Disclosure	174
SECTION 4.11	Taxes	175
SECTION 4.12	Federal Regulations	175
SECTION 4.13	ERISA	175
SECTION 4.14	Investment Company Act; Other Regulations	176
SECTION 4.15	[Intentionally Omitted.]	176
SECTION 4.16	Purpose	176
SECTION 4.17	Environmental Matters	176
SECTION 4.18	Insurance	177
SECTION 4.19	Condition of Properties	177
SECTION 4.20	Benefit of Loans	178
SECTION 4.21	REIT Status	178
SECTION 4.22	Solvency	178
ARTICLE V          CONDITIONS		178
SECTION 5.1	Conditions to Effectiveness / Effective Date	178
SECTION 5.2	Conditions to Each Extension of Credit	179
ARTICLE VI          AFFIRMATIVE COVENANTS		180
SECTION 6.1	Financial Statements	180
SECTION 6.2	Certificates; Other Information	181
SECTION 6.3	Payment of Obligations	181

121

SECTION 6.4	Maintenance of Existence, etc	181
SECTION 6.5	Maintenance of Property; Insurance	182
SECTION 6.6	Inspection of Property; Books and Records; Discussions	182
SECTION 6.7	Notices	182
SECTION 6.8	Environmental Laws	183
SECTION 6.9	Baseline Conditions	184
ARTICLE VII          NEGATIVE COVENANTS		184
SECTION 7.1	Financial Covenants	184
SECTION 7.2	Limitation on Certain Fundamental Changes	185
SECTION 7.3	Limitation on Restricted Payments	186
SECTION 7.4	Limitation on Investments, Loans and Advances	186
SECTION 7.5	Limitation on Transactions with Affiliates	186
SECTION 7.6	Limitation on Changes in Fiscal Year	187
SECTION 7.7	Limitation on Lines of Business; Issuance of Commercial Paper; Creation of Subsidiaries; Negative Pledges Swap Agreements	187
ARTICLE VIII        EVENTS OF DEFAULT		187
ARTICLE IX          THE AGENTS		192
SECTION 9.1	The Agents	192
SECTION 9.2	Indemnification	194
SECTION 9.3	The Syndication Agents,  Documentation Agent, Lead Arranger, and Bookrunner	195
ARTICLE X          MISCELLANEOUS		195
SECTION 10.1	Amendments and Waivers; Automatic Modifications	195
SECTION 10.2	Notices	197
SECTION 10.3	No Waiver; Cumulative Remedies	198
SECTION 10.4	Survival of Representations and Warranties	198
SECTION 10.5	Payment of Expenses and Taxes	198
SECTION 10.6	Successors and Assigns	199
SECTION 10.7	Disclosure	203
SECTION 10.8	[Intentionally Omitted.]	203
SECTION 10.9	Extension of Maturity Date	203

122

SECTION 10.10		Subsidiary Guarantors; Release of Borrowers	203
SECTION 10.11		Adjustments; Set-off	204
SECTION 10.12		Counterparts	205
SECTION 10.13		Severability	205
SECTION 10.14		Integration	206
SECTION 10.15		GOVERNING LAW	206
SECTION 10.16		Submission to Jurisdiction; Waivers	206
SECTION 10.17		Acknowledgments	206
SECTION 10.18		WAIVERS OF JURY TRIAL	207
SECTION 10.19		Confidentiality	207
SECTION 10.20		Judgment Currency	208
ARTICLE XI          GUARANTEE BY KIMCO			209
SECTION 11.1		Guarantee	209
SECTION 11.2		Guaranteed Obligations Not Waived	209
SECTION 11.3		Guarantee of Payment	209
SECTION 11.4		No Discharge or Diminishment of Guarantee	210
SECTION 11.5		Defenses Waived; Maturity of Guaranteed Obligations	210
SECTION 11.6		Agreement to Pay; Subordination	211
SECTION 11.7		Reinstatement	211
SECTION 11.8		Information	212
SECTION 11.9		Payments	212
EXHIBITS:
Exhibit A	--	Form of Assignment and Assumption
Exhibit B-1	--	Form of Revolving Credit Note
Exhibit C-1	--	Form of Subsidiary Guarantee
Exhibit C-2	--	Form of Subsidiary Joinder
Exhibit D	--	Form of Opinion of Loan Party Counsel
Exhibit E-1	--	Form of Closing Certificate of Borrowers
Exhibit E-2	--	Form of Closing Certificate of Kimco
Exhibit F	--	Form of Compliance Certificate
SCHEDULES:
Schedule 1.1A	--	Lenders and Commitments as of Effective Date
Schedule 1.1B	--	FFO Definition Variations

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Schedule 4.1	--	Certain Financial Disclosure
Schedule 4.2	--	Transaction(s) Referred to in Section 4.2
Schedule 4.19	--	Condemnation Proceedings
Schedule 7.2	--	Transaction(s) Referred to in Section 7.2
Schedule 10.10	--	Subsidiary Guarantors

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                    SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 25, 2006, among KIMCO NORTH TRUST I, a New York trust (“Trust I”), KIMCO NORTH TRUST II, a New York trust (“Trust II”), KIMCO NORTH TRUST III, a New York trust (“Trust III”), KIMCO NORTH LOAN TRUST IV, a New York trust (“Trust IV”), KIMCO NORTH TRUST V, a New York trust (“Trust V”), KIMCO NORTH TRUST VI, a New York trust (“Trust VI”), the other entities from time to time parties to this Agreement as borrowers hereunder (together with Trust I, Trust II, Trust III, Trust IV, Trust V and Trust VI, collectively, 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, THE BANK OF NOVA SCOTIA and CANADIAN IMPERIAL BANK OF COMMERCE, as Syndication Agents (in such capacity, collectively, the “Syndication Agents”), BANK OF AMERICA, N.A., as Documentation Agent (in such capacity, the “Documentation Agent”), ROYAL BANK OF CANADA, as Administrative Agent for the Lenders hereunder (in such capacity, the “Administrative Agent”), and KIMCO REALTY CORPORATION, a Maryland corporation (“Kimco”), as a guarantor under Article XI, and for the limited purposes set forth in Sections 2.15, 2.16, 5.1, 9.1(c), 9.1(d), 9.1(f), 10.1, 10.2, 10.6, 10.7, 10.10, 10.11(b), 10.12, 10.13, 10.14, 10.15, 10.16, 10.17, 10.18, 10.19 and 10.20, Articles IV, VI and VII and the last two paragraphs of Article VIII, of this Agreement.

                    PRELIMINARY STATEMENTS:

                    (1)     Unless otherwise defined in these Preliminary Statements, all capitalized terms used in these Preliminary Statements and defined above or in Section 1.1 of this Agreement, are used herein as so defined.

                    (2)     The parties hereto entered into the Credit Agreement, dated as of September 21, 2004, among the Borrowers, the Lenders, the Issuing Lender, The Bank of Nova Scotia and Bank of America, N.A., as Syndication Agents thereunder, Canadian Imperial Bank of Commerce, as Documentation Agent thereunder, the Administrative Agent and Kimco (the “2004 Credit Agreement”).

                    (3)     The parties hereto entered into the Amended and Restated Credit Agreement, dated as of March 31, 2005 (the 2004 Credit Agreement, as amended by such Amended and Restated Credit Agreement, the “Original Credit Agreement”).

                    (4)     The Lenders have made Loans under (and as such term is defined in) the Original Credit Agreement (the “Existing Loans”), and the Borrowers have issued Revolving Credit Notes under (and as such term is defined in) the Original Credit Agreement (the “Existing Notes”) to evidence the Existing Loans.

                    (5)     The Borrowers have requested, and the Lenders have agreed, to make certain amendments and modifications to the Original Credit Agreement, including pursuant to the second paragraph of Section 10.1 of the Original Credit Agreement.

                    (6)     Each Lender (or its Core Affiliate) is also a Core Lender.

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                    (7)     The parties hereto desire to evidence the amendments and modifications referred to above by amending and restating the Original Credit Agreement. 

                    NOW, THEREFORE, the parties hereto agree that the Original Credit Agreement shall, as of the Effective Date, be amended and restated in its entirety 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 (rounded upwards, if necessary, to the next 1/100th of 1%) 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 (i) with respect to a Schedule I Lender, the rate of interest per annum publicly announced from time to time by RBC as its prime commercial lending rate for Dollar loans in the U.S., and (ii) with respect to any Lender that is not a Schedule I Lender, the rate of interest per annum publicly announced from time to time by RBC as its prime commercial lending rate for Dollar loans in Canada, 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 RBC 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 (rounded upward, if necessary, to the next 1/100th of 1%), 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”: Revolving Credit Loans 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

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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.

                              “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 Outstanding Revolving Extensions of Credit”: as to any Lender at any time, an amount equal to the sum of (a) the aggregate Cdn Dollar Amount of all Revolving Credit Loans made by such Lender then outstanding and (b) such Lender’s Commitment Percentage of the Cdn Dollar Amount of the L/C Obligations then outstanding.

                              “Agreement”: this Second Amended and Restated Credit Agreement.

                              “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 Status			Level II Status			Level III Status			Level IV Status			Level V Status			Level VI Status
Eurodollar Loans, CDOR Loans and Money Market Loans		0.40	%		0.45	%		0.55	%		0.65	%		0.85	%		1.15	%
ABR Loans and Cdn Prime Loans		0	%		0	%		0	%		0	%		0	%		0.40	%

                              “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 Commitment at such time minus such Lender’s Aggregate Outstanding Revolving Extensions of Credit at such time.

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                              “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, (x) shall be organized under the laws of an Acceptable Jurisdiction or (y) 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).

                              “Borrower”: as defined in the introductory paragraph hereof and such other Person who may become a substitute, replacement or additional Borrower hereunder.

                              “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 Toronto, Canada, or New York City are authorized or required by law to close, except that, when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in Dollar deposits in the London interbank market.

                              “Canadian Institution”: a banking institution organized under the laws of Canada and having a U.S. Office through which such institution will fund the Loans it makes hereunder.

                              “Canadian Office”: with respect to any Person, a branch or other entity owned by such Person which branch or entity is located in Canada and is an “authorized foreign bank” under the Income Tax Act (Canada).

                              “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”: (i) 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, (ii) time deposits and certificates of deposit denominated in Currency having maturities of not more than one year from the date of

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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), (iii) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (i) and (ii) entered into with any bank meeting the qualifications specified in clause (ii) above, (iv) 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 (v) 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 (i), (ii), (iii) and (iv) above and (y) commercial paper denominated in Currency having at least the rating described in clause (iv) above and maturing within 270 days after the date of acquisition.

                              “Cdn Dollar Amount”:  at any time:

                                        (i)     with respect to any Cdn Dollar-Denominated Loan, the principal amount thereof then outstanding;

                                        (ii)     with respect to any Dollar-Denominated Loan, the principal amount thereof then outstanding in Dollars, converted to Cdn Dollars at the spot rate at which Dollars are offered for sale against Cdn Dollars as shown on Reuters page FX, WRLD at the relevant Rate Fixing Time;

                                        (iii)     with respect to any L/C Obligations that are denominated in Cdn Dollars, the amount thereof then outstanding;

                                        (iv)     with respect to any L/C Obligations that are denominated in Dollars, the amount thereof then outstanding in Dollars, converted to Cdn Dollars at the spot rate at which such Dollars are offered for sale against Cdn Dollars as shown on Reuters page FX, WRLD at the relevant Rate Fixing Time; and

                                        (v)     with respect to any other amount due in Dollars under any Loan Document, the amount thereof then due in Dollars, converted to Cdn Dollars at the spot rate at which Dollars are offered for sale against Cdn Dollars as shown on Reuters page FX, WRLD at the relevant Rate Fixing Time.

As used in this definition, “Rate Fixing Time” means (i) if a Cdn Dollar Amount is being determined in connection with an extension of credit hereunder, prepayment or other action requiring advance notice from any Borrower to the Administrative Agent hereunder, a time determined by the Administrative Agent within a reasonable time after it receives such notice, but in any event, either on the day or on the day prior to the day, on which the relevant action is to be taken or for which the relevant amount is to be determined, as the case may be, and (ii) if a Cdn Dollar Amount is being determined in any other connection, a time determined pursuant to the applicable provision of this Agreement, if any, or by the Administrative Agent on the day on which the relevant action is to be taken or for which the relevant amount is to be determined, as the case may be.

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                              “Cdn Dollar-Denominated Loan”:  a Loan that is made as (or converted into) a Cdn Prime Loan or a CDOR Loan in accordance with a Borrower’s applicable notice of borrowing or notice of conversion, as the case may be, given with respect thereto.

                              “Cdn Dollars” and the symbol “C$”:  lawful currency of Canada.

                              “Cdn Prime Loans”:  Revolving Credit Loans the rate of interest applicable to which is based upon the Cdn Prime Rate.

                              “Cdn Prime Rate”:  on any day, the greater of:  (a) the per annum rate of interest announced from time to time by RBC as its reference rate then in effect for determining interest rates on C$ denominated commercial loans in Canada and (b) the per annum rate of interest equal to the sum of (i) the one-month CDOR Rate in effect on such day and (ii) 0.50% per annum.

                              “CDOR Loans”:  Revolving Credit Loans the rate of interest applicable to which is based upon the CDOR Rate.

                              “CDOR Rate”:  on any day, the per annum rate of interest (as reasonably determined by the Administrative Agent in a manner and amount identical to the Administrative Agent’s determination of such rate of interest with respect to similarly situated loans and borrowers) which is (i) with respect to any Schedule I Lender, the rate based on an average rate applicable to C$ bankers’ acceptances for a term equivalent to the term of the relevant requested Interest Period appearing on the “Reuters Screen CDOR Page” (as defined in the International Swap Dealer Association, Inc. definitions, as modified and amended from time to time) as of 10:00 A.M., Toronto time, on such date, or if such date is not a Business Day, then on the immediately preceding Business Day; provided, however, that if such rates are not available (and for any Interest Period of less than one (1) month), the CDOR Rate for any day shall be calculated as the discount rate quoted by RBC for its own bankers’ acceptances for the applicable period as of 10:00 A.M. Toronto time on such day, or if said day is not a Business Day, then on the immediately preceding Business Day and (ii) with respect to any Lender that is not a Schedule I Lender, the rate which is the arithmetic average of the most favorable actual discount rates applicable to bankers’ acceptances quoted by the Reference Banks to the Administrative Agent for the applicable period as of 10:00 A.M. Toronto time on such day, or if said day is not a Business Day, then on the immediately preceding Business Day, but not exceeding the CDOR Rate as determined pursuant to clause (i) above plus 0.05% per annum.  For purposes of this definition, the “Reference Banks” shall be JPMorgan Chase Bank, N.A., Toronto Branch, and Bank of America, N.A., Canadian Branch.

                              “CDOR Tranche”: the collective reference to CDOR 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).

                              “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

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ordinary voting power represented by the issued and outstanding Capital Stock of Kimco; (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) the acquisition of direct or indirect Control of Kimco by any Person or group.

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

                              “Commitment”: as to any Lender, the obligation of such Lender (if any) to make Revolving Credit Loans to and/or issue or participate in Letters of Credit issued on behalf of a Borrower 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, as such amount may be changed from time to time in accordance with the provisions of this Agreement.  The aggregate amount of the Lenders’ Commitments as of the Effective Date is C$250,000,000.

                              “Commitment Percentage”: as to any Lender at any time, the percentage which such Lender’s Commitment then constitutes of the aggregate Commitments of all Lenders (or, at any time after the Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Lender’s Revolving Credit Loans then outstanding and participations in respect of Letters of Credit constitutes of the aggregate principal amount of the Revolving Credit Loans of all Lenders then outstanding and all participations in respect of all Letters of Credit (for purposes of this definition, treating the Issuing Lender as if it were a L/C Participant)).

                              “Commitment Period”: the period from and including March 31, 2005 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.

                              “Confidential Memorandum”: the Confidential Information Memorandum, dated June, 2005, with respect to Kimco and the revolving credit facility under the Core US Credit Agreement.

                              “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.

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                              “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.

                              “Core Affiliate”: as defined in the second paragraph of Section 10.1

                              “Core Lenders”: as defined in the definition of the term “Core US Credit Agreement.”

                              “Core US Credit Agreement”: the Amended and Restated Credit Agreement dated as of July 26, 2005 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 (collectively, the “Core Lenders”), the Issuing Lender party thereto, Wachovia Bank, National Association and The Bank of Nova Scotia, New York Agency, as Syndication Agents, UBS Loan Finance LLC and Wells Fargo Bank National Association, as Documentation Agents, the Managing Agents parties thereto, the Co-Agents parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent for the Core Lenders thereunder (including any credit, loan or similar agreement that at any time, succeeds to or replaces, substitutes, refunds, renews or refinances any of the Indebtedness thereunder and thereby becomes Kimco’s core corporate credit facility).

                              “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.

                              “Designated Event of Default”:  any Event of Default specified in any of paragraphs (a), (f), (h), (i) or (l) of Article VIII or clauses (i) or (ii) of paragraph (e) of Article VIII.

                              “Documentation Agent”:  as defined in the introductory paragraph hereof.

                              “Dollar-Denominated Loan”:  a Loan that is made as (or converted into) a Eurodollar Loan, an ABR Loan or a Money Market Loan in accordance with a Borrower’s applicable notice of borrowing or notice of conversion, as the case may be, given with respect thereto.

                              “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 a Currency other than Dollars, the equivalent in Dollars of such amount, as reasonably determined by Kimco.

                              “Dollars” and the symbol “$”:  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 provisional benefit for income taxes, noncash

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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).

                              “Eligible Assignee”: a Canadian Institution or a U.S. Institution.

                              “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.

                              “Eurodollar Loans”: Revolving Credit Loans, the rate of interest applicable to which is based upon the Eurodollar Rate.

                              “Eurodollar Rate”: with respect to any Eurodollar Loan for any Interest Period, the rate appearing on Page 3750 of the Dow Jones Market Service (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, 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 “Eurodollar Rate” with respect to such Eurodollar Loan 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 bank serving as 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.

                              “Eurodollar Tranche”: the collective reference to Eurodollar 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 Loans”: as defined in Preliminary Statement (3) hereto.

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                              “Existing Notes”: as defined in Preliminary Statement (3) hereto.

                              “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 Status	Level II Status			Level III Status			Level IV Status			Level V Status			Level VI Status
0.125%		0.125	%		0.15	%		0.20	%		0.25	%		0.25	%

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

                              “Fee Letters”: the three letters dated June 16, 2004, February 22, 2005 and September 23, 2005, respectively, among Kimco and RBC 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.

                              “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 8.25%, 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”, (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 at such date, provided that the items described in clauses (c) and (d) shall not be taken into account to the extent that the amounts thereof exceed, in the aggregate, 35% 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

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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.

                              “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 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 such Person has not assumed or otherwise become liable for the payment thereof, and (i) the net

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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 or Cdn Prime Loan, the last day of each calendar month to occur while such ABR Loan or Cdn Prime Loan is outstanding and the Termination Date, (b) as to any Eurodollar Loan or CDOR Loan, the last day of the Interest Period with respect thereto and, in the case of a Eurodollar Loan or CDOR 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 Money Market Loan Maturity Date applicable thereto.

                              “Interest Period”:  with respect to any Eurodollar Loan or CDOR Loan:

                                        (i)     initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan or CDOR Loan, as the case may be, and ending one (1), two (2), three (3) or six (6) months (or, with respect to a CDOR Loan, seven (7) days, or such other period less than one (1) month but greater than seven (7) days acceptable to the Administrative Agent in its sole discretion) thereafter, as selected by a 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 Eurodollar Loan or CDOR Loan, as the case may be, and ending one (1), two (2), three (3) or six (6) months (or, with respect to a CDOR Loan, such period less than one (1) month in accordance with clause (i) above) thereafter, as selected by a 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 Eurodollar Loan or CDOR 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 Eurodollar Loan or CDOR Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically

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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”: RBC, 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, in which case the term “Issuing Lender” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

                              “Kimco”: as defined in the introductory paragraph hereof.

                              “L/C Commitment”: C$30,000,000 (which is included in, and is not additional to, the aggregate amount of the Lenders’ Commitments).

                              “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 Status	Level II Status			Level III Status			Level IV Status			Level V Status			Level VI Status
0.40%		0.45	%		0.55	%		0.65	%		0.85	%		1.15	%

                              “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 Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit which have not then been reimbursed pursuant to Section 3.5(a).

                              “L/C Participants”: the collective reference to all the Lenders other than the Issuing Lender.

                              “Lender Party”: each of the Administrative Agent, the Issuing Lender and the Lenders.

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                              “Lenders”: as defined in the introductory paragraph hereof.

                              “Letters of Credit”: as defined in Section 3.1(a).

                              “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 or the Original Credit Agreement.

                              “Loan Documents”: this Agreement, any Note, any Application, any Subsidiary Guarantee, any Subsidiary Joinder and the Fee Letters, 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 applicable Borrower and (c) each applicable Subsidiary Guarantor.

                              “Majority Lenders”: at any date, the holders of at least 51% of the sum of the aggregate unpaid principal amount of the Revolving Credit Loans and the L/C Obligations; provided that if such sum is zero, then the Majority Lenders shall be the holders of at least 51% of the sum of the aggregate Commitments.

                              “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 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”: (i) March 31, 2008, 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

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in no event be later than the earlier of (a) 29 days after the Borrowing Date thereof or (b) the Termination Date).

                              “Money Market Loans”: Revolving Credit Loans 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.

                              “Net Worth”: at any date of determination, an amount equal to (a) Gross Asset Value as of such date minus (b) Total Indebtedness as of such date.

                              “Noncontrolled Entity”: any of the following Unconsolidated Entities: (i) the Income REIT, Kimco Retail Opportunity Portfolio, LLC, or  “Rio Can/Canadian Ventures”, (ii) 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 (iii) 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 2.12(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 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 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

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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 all the Revolving Credit 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 all fees and disbursements of counsel to the Administrative Agent, the Issuing Lender or the Lenders that are required to be paid by any Borrower pursuant to the terms of this Agreement or any other Loan Document and including interest accruing at the rate provided in the applicable Loan Document, whether pre-judgment or post-judgment, and whether on or after the commencement of any bankruptcy or insolvency proceeding, whether or not allowed or allowable.

                              “Original Credit Agreement”: as defined in Preliminary Statement (3) hereto.

                              “Ownership Percentage”: (i) in respect of a Wholly Owned Subsidiary, 100%, and (ii) in respect of (A) any other Consolidated Entity (other than a Wholly-Owned Subsidiary) or (B) 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.

                              “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 and 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

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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 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, 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 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

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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) 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.

                              “Rating Agencies”: the collective reference to S&P and Moody’s.

                              “RBC”:  Royal Bank of Canada.

                              “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).

                              “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.

                              “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.

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                              “Required Lenders”: at any time, the holders of at least 66-2/3% of the aggregate Commitments, or, if the Commitments have been terminated, of the aggregate unpaid principal amount of the Revolving Credit Loans and L/C Obligations.

                              “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 and the president of such Person or, with respect to financial matters, the chief financial officer or the treasurer of such Person.

                              “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).

                              “S&P”: Standard & Poor’s Ratings Services.

                              “Schedule I Lender”: any Lender whose name appears in Schedule I to the Bank Act (Canada).

                              “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, Level V Status or Level VI 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 A2 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 A- or better by S&P and A3 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 Baa1 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 Baa2 or better by Moody’s;

                                        “Level V Status” exists at any date if, at such date, neither Level I Status, Level II Status, Level III Status nor Level IV 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 VI Status” exists at any date if, at such date, none of Level I Status, Level II Status, Level III Status, Level IV Status or Level V 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 the Borrowers 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.

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                              “Subsidiary Guarantee”: each guarantee, substantially in the form of Exhibit C-1, executed and delivered by a Subsidiary Guarantor, in accordance with the terms of this Agreement.

                              “Subsidiary Guarantor”: as defined in Section 10.10(a).

                              “Subsidiary Joinder”: as defined in Section 2.16(a)(i).

                              “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 Commitments hereunder shall be terminated or otherwise permanently reduced to zero pursuant to this Agreement, or (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 $0.25 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 Noncontrolled 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, provided that the items referred to in this clause (vii) shall be taken into account only to the extent that the amounts of such items, in the aggregate, exceed 10% 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 (i) there shall be excluded optional prepayments and balloon payments due at maturity, and (ii) 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.

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                              “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 Recourse Indebtedness”: as of any date of determination, the aggregate principal amount of all Indebtedness of Kimco and of the Consolidated Entities outstanding at such date (excluding Non-Recourse Indebtedness and Indebtedness that is contractually subordinated to the indebtedness of Kimco and its Affiliates under the Loan Documents).

                              “Total Secured Indebtedness”: as of any date of determination, the aggregate of (i) 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 (ii) all unsecured third party Indebtedness of the Consolidated Entities to Persons other than Kimco or any Consolidated Entity outstanding as of such date.

                              “Total Unsecured Interest Expense”: actual interest expense (accrued, paid, or capitalized) on all unsecured debt of Kimco and of the Consolidated Entities.

                              “Tranche”: any CDOR Tranche, Eurodollar Tranche or Money Market Tranche.

                              “Transferee”: as defined in Section 10.7.

                              “Type”: as to any Revolving Credit Loan, its nature as an ABR Loan, a Cdn Prime Loan, a CDOR Loan, a Eurodollar 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 limits the ability of Kimco or any of the Entities to create, incur, assume or suffer to exist any Lien upon, or convey, sell, lease, transfer or otherwise dispose 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

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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 Asset Value”: as of any date of determination, an amount calculated with respect to the most recent Test Period ended on or before such date, equal to the sum of (a) the Value of Unencumbered Properties as of such date plus (b) the sum of (i) unencumbered mezzanine and mortgage loan receivables (valued at the lower of cost or market as of such date), (ii) unencumbered marketable securities (at the value reflected in the consolidated financial statements of Kimco as of such date), provided that the items described in this clause (ii) and in the preceding clause (i) shall not be taken into account to the extent that the amounts of such items exceed, in the aggregate, 15% of Unencumbered Asset Value, and (iii) unencumbered land and development projects (valued at the lower of cost or market as of such date), provided that the amount described in this clause (iii) shall not be taken into account to the extent that it exceeds 10% of Unencumbered Asset Value, plus (c) Unrestricted Cash and Cash Equivalents of Kimco and the Consolidated Entities as of the last day of such period (which items shall be taken into account only to the extent that the amounts thereof, in the aggregate, exceed $15,000,000), and provided, further, that (i) not more than 15% in the aggregate of items comprising Unencumbered 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, and (ii) assets located in or owned by Entities organized in any place other than the United States or an Acceptable Jurisdiction shall not be included to any extent.

                              “Unencumbered Assets NOI”: for any period, Unencumbered Property NOI plus, to the extent not in excess of 10% of Unencumbered Assets NOI, the sum of dividend and interest income from unencumbered marketable securities and unencumbered mezzanine and mortgage loan receivables.

                              “Unencumbered Properties”: (i) 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 (ii) 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

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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 (i) management fees of 3% of revenues and (ii) replacement reserves of $0.25 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, (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), and (iii)the Unencumbered Property NOI in respect of such leasehold positions included in any calculation of Value of Unencumbered Properties for any Test Period shall not be taken into account to the extent that it exceeds, in the aggregate, 20% of Unencumbered Property NOI for such Test Period.

                              “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.

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                              “U.S.”: United States of America.

                              “U.S. Institution”: a banking institution organized under the laws of the U.S. or a state thereof and having a Canadian Office through which such institution will enter into this Agreement and will fund the Loans it makes hereunder, which Loans are held as part of such institution’s Canadian banking business.

                              “U.S. Office”:  with respect to any Person, such Person’s (or its affiliate’s) office located in the U.S.

                              “Value of Unencumbered Properties”: for any period, an amount equal to Unencumbered Property NOI for such period (less Unencumbered Property NOI of Unencumbered Properties that are Identified Properties) with respect to the most recent Test Period annualized and capitalized at 8.25% (provided that such annualized and capitalized Unencumbered Property NOI in respect of  Unencumbered Properties not wholly owned by Kimco or a Wholly Owned Subsidiary shall not be taken into account to the extent that it exceeds, in the aggregate, 20% of the total Value of Unencumbered Properties), plus 100% of the bona fide purchase price of such Unencumbered Properties that are Identified Properties.

                              “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.

                              (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.  

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                              (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 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     Several Borrowers and Loans.  In accordance with and subject to the remaining terms of this Article II, each Borrower shall have the right, from time to time and at any time to request one or more Revolving Credit Loans (as defined below), which Loan(s) shall be (i) advanced by the Lenders for the account of the applicable Borrower and (ii) the several obligation of such Borrower and not the joint and several obligations of the other Borrowers.

                    SECTION 2.2     Loans; Etc.

                              (a)     Commitments.

                                        (i)     Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (together with the Existing Loans, “Revolving Credit Loans”) to the Borrowers 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 Commitment Percentage of the then outstanding L/C Obligations, does not exceed the amount of such Lender’s Commitment.  During the Commitment Period the Borrowers may use the

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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 the time of the making of any extension of credit hereunder, the sum of the Aggregate Outstanding Revolving Extensions of Credit of all of the Lenders exceed the aggregate Commitments then in effect.

                                        (ii)     Each Revolving Credit Loan shall be made to the applicable Borrower as part of a borrowing consisting of Revolving Credit Loans made by the Lenders ratably in accordance with their respective Commitments.  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 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, the Revolving Credit Loans may from time to time be Eurodollar Loans, ABR Loans, Cdn Prime Loans, CDOR 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 Eurodollar Loan or CDOR Loan after the day that is one (1) month prior to the Termination Date.  Cdn Prime Loans and CDOR Loans shall be made in Cdn Dollars.  All other Loans shall be made in Dollars.

                              (b)     Notes.  The Revolving Credit Loans made by a Lender to a Borrower shall be evidenced by an Existing Note or a promissory note executed and delivered by such Borrower at the request of such Lender, substantially in the form of Exhibit B-1, with appropriate insertions as to the applicable Borrower, payee and date (each a “Revolving Credit Note”), payable to the order of such Lender and in a principal amount equal to the aggregate unpaid principal amount of all Revolving Credit Loans made by such Lender.  Each Lender is hereby authorized to record, as applicable, the name of the relevant Borrower, the date, Type, currency and amount of each Revolving Credit 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 CDOR Loans and Eurodollar 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 annexed to and constituting a part of its Revolving Credit Note or in the accounts or records maintained by such Lender in the ordinary course of its business, 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 the Borrowers under this Agreement or the Notes. 

                              (c)     Repayment of Loans.  Each Borrower shall repay (in the relevant currency) all of its then outstanding Revolving Credit Loans 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.

                              (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

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notice must be received by the Administrative Agent prior to 10:00 A.M., Toronto time, (i) three (3) Business Days prior to the requested Borrowing Date, if all or any part of the requested Revolving Credit Loans are to be initially Eurodollar 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 CDOR Loans, or (iii) one (1) Business Day prior to the requested Borrowing Date, otherwise), specifying (w) the name of the relevant Borrower (if such notice is given by Kimco on behalf of a Borrower pursuant to Section 2.16) and the amount to be borrowed, (x) the requested Borrowing Date and, in the case of each Money Market Loan, the requested Money Market Loan Maturity Date, (y) whether the borrowing is to be of Eurodollar Loans, ABR Loans, Cdn Prime Loans, CDOR Loans, Money Market Loans or a combination thereof and (z) if the borrowing is to be entirely or partly of Eurodollar Loans or CDOR 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 Commitments shall be in a principal amount equal to (i) in the case of ABR Loans or Cdn Prime Loans, $500,000 or C$500,000 (as the case may be) or a whole multiple of $100,000 or C$100,000 (as the case may be) in excess thereof (or, if the then aggregate Available Commitments are less than C$500,000, such lesser Cdn Dollar Amount) and (ii) in the case of Eurodollar Loans, CDOR Loans or Money Market Loans, $2,000,000 or C$2,000,000 (as the case may be) or a whole multiple of $100,000 or C$100,000 (as the case may be) in excess thereof, in each case subject to Section 2.2(e).  Upon receipt of any such notice from a Borrower, the Administrative Agent shall promptly notify each Lender thereof and of the proposed Money Market Rate (if applicable).  Each Lender will notify the Administrative Agent within one (1) Business Day prior to the requested Borrowing Date for any Money Market Loan as to whether or not such Lender is willing to accept the proposed Money Market Rate.  If any Lender does not accept such proposed Money Market Rate, the Administrative Agent shall promptly notify the applicable Borrower, and that portion of the requested borrowing that was to constitute Money Market Loans will be deemed to be cancelled in its entirety with respect to all Lenders (and not merely with respect to any such non-accepting Lender).  Each Lender will make the amount of its pro rata share of each borrowing available (if such Lender is a Canadian Institution, from its U.S. Office, and if such Lender is a U.S. Institution, from its Canadian Office) to the Administrative Agent for the account of the applicable Borrower at the office of the Administrative Agent as specified to the Lenders by the Administrative Agent and prior to 1:00 P.M., New York City time (or 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), on the Borrowing Date requested by the applicable Borrower in funds in the applicable currency and immediately available to the Administrative Agent.  Such borrowing will then be made available to the applicable Borrower by the Administrative Agent crediting the applicable 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 four (4).  In no event may the number of Money Market Loans requested in any calendar year exceed twelve (12).

                              (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 each

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Eurodollar Tranche and Money Market Tranche shall be equal to $2,000,000 or a whole multiple of $100,000 in excess thereof, (ii) the aggregate principal amount of each CDOR Tranche shall be equal to C$2,000,000 or a whole multiple of C$100,000 in excess thereof, and (iii) there shall be no more than seven (7) Eurodollar Tranches or CDOR Tranches outstanding at any one time.

                              (f)     Termination or Reduction of Commitments.  The Borrowers 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 Commitments or, from time to time, to reduce the amount of the Commitments; 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 aggregate Cdn Dollar Amount of the Revolving Credit Loans then outstanding, plus the aggregate Cdn Dollar Amount of the L/C Obligations then outstanding, would exceed the total Commitments then in effect or (ii) the Available Commitment of any Lender would be less than zero.  Any such reduction shall be in an amount equal to C$10,000,000 or a whole multiple of C$1,000,000 in excess thereof and shall reduce permanently the Commitments then in effect.  No such reductions may occur in excess of one (1) per calendar month.

                              (g)     Treatment of Existing Loans.  Neither this Agreement nor any other Loan Document shall be deemed or construed to provide for or effect a repayment or re-advance of any portion of the Existing Loans or any other Indebtedness outstanding under the Original Credit Agreement, it being the intention of the Borrowers and the Lenders that such Existing Loans and other Indebtedness shall constitute Loans and Indebtedness hereunder as of the Effective Date.

                    SECTION 2.3     Optional and Mandatory Prepayments.

                              (a)     Each Borrower may at any time and from time to time prepay (in the relevant currency) its Revolving Credit Loans (subject, in the case of Eurodollar Loans, CDOR 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 at least three (3) Business Days’ irrevocable notice from such Borrower to the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, ABR Loans, Cdn Prime Loans, CDOR 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 2.13.  Subject to Section 2.2(e), partial prepayments shall be in an aggregate principal amount of $500,000 (if prepaying Dollar-Denominated Loans) or C$500,000 (if prepaying Cdn Dollar-Denominated Loans) or a whole multiple of $100,000 or C$100,000 (as the case may be) in excess thereof (or, if less, the aggregate outstanding principal amount of the Revolving Credit Loans). 

                              (b)     If, as of 10:00 A.M. Toronto time on the last Business Day of any calendar month, the sum of the Aggregate Outstanding Revolving Extensions of Credit of all of the Lenders exceeds the aggregate Commitments then in effect, then the Borrowers shall prepay the Loans (to be applied to such Loans and in any order designated by the Borrowers, or if not so

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designated, first to the Dollar-Denominated Loans and then, if necessary, to the Cdn Dollar-Denominated Loans) or terminate or replace Letters of Credit by not later than 12:00 Noon, Toronto time, on such day, to the extent required so that, after giving effect to such prepayments, terminations or replacements, the sum of the Aggregate Outstanding Revolving Extensions of Credit of all the Lenders does not exceed the aggregate Commitment then in effect.  Each prepayment pursuant to this paragraph shall be made in accordance with the provisions of Section 2.3(a) relating to optional prepayments (other than the giving of notices thereunder).  The Administrative Agent shall, as soon as practicable after 10:00 A.M. Toronto time on the last day of any calendar month, give to the Borrowers and the Lenders notice of the amount of any prepayment required to be made pursuant to this paragraph.  The determination by the Administrative Agent of any such amount in any such notice shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error.  However, the failure of the Administrative Agent to provide any such notice shall not relieve any Borrower from its obligation to make any prepayment otherwise required pursuant to this paragraph.

                    SECTION 2.4     Conversion and Continuation Options.

                              (a)     Each Borrower may elect from time to time to convert its Eurodollar Loans or CDOR Loans to ABR Loans or Cdn Prime Loans, by such Borrower giving the Administrative Agent at least two (2) Business Days’ prior irrevocable notice of such election, provided that any such conversion of Eurodollar Loans or CDOR Loans may only be made on the last day of an Interest Period with respect thereto.  Each Borrower may elect from time to time to convert its ABR Loans or Cdn Prime Loans to Eurodollar Loans or CDOR Loans by such Borrower giving the Administrative Agent at least three (3) Business Days’ prior irrevocable notice of such election.  Any such notice of conversion to Eurodollar Loans or CDOR Loans shall specify the length of the initial Interest Period or Interest Periods therefor.  Each Borrower may elect from time to time to convert its ABR Loans to Cdn Prime Loans (or vice-versa), by such Borrower giving the Administrative Agent at least one (1) Business Days’ prior irrevocable notice of such election.  Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof.  All or any part of outstanding Eurodollar Loans, Cdn Prime Loans, CDOR Loans and ABR Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan or a CDOR 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 Eurodollar Loan or a CDOR Loan after the date that is one (1) month (or, with respect to a CDOR Loan with an Interest Period of less than one (1) month, the number of days in such Interest Period) prior to the Termination Date.

                              (b)     Any Eurodollar Loans or CDOR 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 Eurodollar Loan or CDOR 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

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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 (or, with respect to a CDOR Loan with an Interest Period of less than one (1) month, the number of days in such Interest Period) prior to the Termination Date, and provided, further, that if the applicable 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.

                    SECTION 2.5     Fees.

                              (a)     The Borrowers agree 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 Commitment of such Lender, whether used or unused; provided that if such Lender continues to have any Aggregate Outstanding Revolving Extensions of Credit after its Commitment terminates, then such facility fee shall continue to accrue at the Facility Fee Rate on the average daily amount of such Lender’s Aggregate Outstanding Revolving Extensions of Credit from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Aggregate Outstanding Revolving Extensions of Credit.  Accrued facility fees shall be payable in Cdn Dollars in arrears on the last Business Day of each calendar quarter and on the date on which the Commitments terminate, commencing on the first such date to occur after the date of the Original Credit Agreement; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand.

                              (b)     The Borrowers shall pay to the Administrative Agent, for its own account, the fees in the amounts and on the dates previously agreed to in writing by Kimco pursuant to the Fee Letters; provided that no such fee shall be due or payable after the date on which the Commitments have been terminated and no Loan, Letter of Credit, Reimbursement Obligation or other amount payable hereunder or under any other Loan Document remains outstanding.

                    SECTION 2.6     Interest Rates and Payment Dates.

                              (a)     Each Eurodollar Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Eurodollar 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)     Each CDOR Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the CDOR Rate determined for such day plus the Applicable Margin.

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                              (e)     Each Cdn Prime Loan shall bear interest at a rate per annum equal to the Cdn Prime Rate plus the Applicable Margin.

                              (f)     If all or a portion of (i) the principal amount of any Revolving Credit 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 (except as otherwise specified in clause (y) below), the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section 2.6 plus 3% or (y) in the case of any overdue principal with respect to Money Market Loans or any overdue interest, fee or other amount, the rate described in Section 2.6(b) plus 3%, 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).

                              (g)     Interest shall be payable in arrears on each Interest Payment Date, provided that interest accruing pursuant to Section 2.6(f) 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, the Cdn Prime Rate or the CDOR Rate) 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, the Cdn Prime Rate or the CDOR 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 the Borrowers and the Lenders of each determination of a Eurodollar Rate, CDOR Rate or Money Market Rate.  Any change in the interest rate on a Revolving Credit Loan resulting from a change in the ABR or the Cdn Prime Rate 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 Borrowers and the Lenders of the effective date and the amount of each such change in interest rate.  The Applicable Margin with respect to each Eurodollar Loan, CDOR Loan and Money Market Loan that is, immediately prior to the Effective Date, an Existing Loan, shall continue to be calculated based on the Applicable Margin with respect to such Loan as set forth in the Original Credit Agreement until (but excluding) the last day of the Interest Period then in effect for such Loan.  The L/C Fee Rate with respect to any Letter of Credit outstanding immediately prior to the Effective Date, shall continue to be calculated based on the L/C Fee Rate with respect to such Letter of Credit as set forth in the Original Credit Agreement until (and including) the Effective Date.  The Facility Fee Rate shall continue to be calculated based on the Facility Fee Rate as set forth in the Original Credit Agreement until (but excluding) the Effective Date.

                              (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 Eurodollar Loan or CDOR Loan.

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                              (c)     For the purpose of the Interest Act (Canada) and disclosure thereunder, whenever interest to be paid under this Agreement is to be calculated on the basis of a year of 360 days or any other period of time that is less than a calendar year, the yearly rate of interest to which the rate determined pursuant to such calculation is equivalent is the rate so determined multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by either 360 or such other period of time, as the case may be.

                    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 Eurodollar Rate for such Interest Period; or

                              (b)     the Administrative Agent shall have received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Revolving Credit Loans 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, (x) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Revolving Credit Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be converted to or continued as ABR Loans, and (z) any outstanding Eurodollar 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 Eurodollar Loans shall be made or continued as such, nor shall the Borrowers have the right to convert any other Revolving Credit Loans to Eurodollar Loans.

                    SECTION 2.9     Pro Rata Treatment and Payments.

                              (a)     Each borrowing by a Borrower of Revolving Credit Loans from the Lenders hereunder, each payment by a Borrower on account of any fees hereunder (except for those set forth in the Fee Letters or as otherwise expressly set forth herein) and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders.  Each payment (including each prepayment) by a Borrower on account of principal of and interest on its Revolving Credit Loans shall be made pro rata according to the respective outstanding principal amounts of such Revolving Credit 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, 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

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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, Toronto 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 Dollars or Cdn Dollars, as the case may be, and 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 and currency as received.  If any payment hereunder (other than payments on Eurodollar Loans or CDOR 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 Eurodollar Loan or a CDOR 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 Eurodollar Loans as contemplated by this Agreement, (a) the commitment of such Lender hereunder to make Eurodollar Loans, to continue Eurodollar Loans as such, or to convert ABR Loans to Eurodollar Loans shall forthwith be cancelled and (b) such Lender’s Revolving Credit Loans then outstanding as Eurodollar 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

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conversion of a Eurodollar 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 September 21, 2004:

                                        (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 Eurodollar Loan, Money Market Loan or CDOR Loan made by it, or change the basis of taxation of payments to such Lender or the Issuing 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 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 Eurodollar Rate, the Money Market Rate or the CDOR 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 Eurodollar Loans, Money Market Loans or CDOR Loans or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the relevant Borrowers 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.  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 relevant Borrower. 

                              (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

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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 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 Commitments generally and not solely with respect to any particular Borrower’s Loans and Letters of Credit.

                              (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 Eurodollar 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 Eurodollar 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 Eurodollar 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 Eurodollar 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 Eurodollar 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 Eurodollar Rate (expressed as a decimal) applicable to such Eurodollar 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)

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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 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 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 and after taking into account any credit, deduction, or other tax benefit resulting from such 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, however, that no Borrower shall 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 2.12(b).  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

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other termination of the Letters of Credit, and the payment of the Revolving Credit 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 for portfolio interest, 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 U.S. federal withholding tax on all payments by any 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 any Borrower from time to time so as to provide a complete exemption from U.S. federal withholding tax and Canadian 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 or other documentation 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 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, each U.S. Lender shall deliver such form promptly upon the obsolescence or invalidity of any form previously delivered by such U.S. Lender.

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                    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 Eurodollar Loans, Money Market Loans or CDOR Loans or in the conversion into or continuation of Eurodollar Loans or CDOR 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 Eurodollar Loans, Money Market Loans or CDOR 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 eurodollar 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 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 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 material economic, legal or regulatory disadvantage, and 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

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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 applicable Borrowers shall repay (or the replacement bank or institution shall purchase, at par) all Revolving Credit Loans and other amounts 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 Eurodollar Loan, Money Market Loan or CDOR 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 the applicable Borrowers 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 Borrowers; Kimco as Authorized Exclusive Agent.

                              (a)     After the Effective Date, any Subsidiary shall constitute a Borrower for purposes of this Agreement if:

                                        (i)     the Borrowers shall have so notified the Administrative Agent and such Subsidiary and Kimco shall have executed and delivered to the Administrative Agent a Subsidiary Joinder substantially in the form of Exhibit C-2 (a “Subsidiary Joinder”);

                                        (ii)     the Administrative Agent shall have received, with a counterpart for the Administrative Agent, each Lender and the Issuing Lender, the executed legal opinion of counsel to such Subsidiary, substantially in the form of Exhibit D as it relates to such Subsidiary, dated the date of the Subsidiary Joinder;

                                        (iii)     the Administrative Agent shall have received from such Subsidiary a signed replacement (or additional, as applicable) Revolving Credit Note for the account of each Lender (it being acknowledged and agreed by Administrative Agent and each Lender that each such Lender shall, in such event, return to any applicable Borrower which is then being released from its obligations as a Borrower hereunder, the original Revolving Credit Note previously executed and delivered by such Borrower to such Lender);

                                        (iv)     the Administrative Agent shall have received a certificate from a Responsible Officer of Kimco and such Subsidiary, dated the date of the Subsidiary Joinder, 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 such Subsidiary and Kimco,

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respectively, together with the signatures of each such Person and a certificate of another Responsible Officer of such Person, certifying as to the name, office, and signature of such first Responsible Officer; 

                                        (v)     the Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably and customarily request relating to the organization, existence and, if and to the extent applicable, good standing of such Subsidiary and Kimco, and the authorization of such Subsidiary and Kimco, in respect of the transactions contemplated by this Agreement and the Subsidiary Joinder, 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 of such Subsidiary Joinder;

                                        (vi)     such Subsidiary is a Wholly Owned Subsidiary that satisfies the Baseline Conditions;

                                        (vii)     after giving effect to such Subsidiary Joinder, there shall be no more than fifteen (15) Borrowers hereunder; and

                                        (viii)     the Administrative Agent shall have received payment of all reasonable third-party out-of-pocket expenses required to be reimbursed or paid by any Borrower hereunder, including the reasonable fees and disbursements invoiced of the Administrative Agent’s counsel (which may be in-house counsel if no external counsel is engaged at any Borrower’s expense), if any, in connection with any of the above transactions and the related documentation.

When any such Subsidiary becomes a Borrower, the Administrative Agent will promptly notify each Lender thereof.  If the designation of such Subsidiary as a 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 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)     Each Borrower under this Agreement (including without limitation, each Borrower as of the Effective Date and each Subsidiary that subsequently becomes a Borrower hereunder), hereby (i) irrevocably and unconditionally designates and authorizes Kimco (and Kimco hereby accepts the same) as its exclusive agent to act on its behalf in connection with the requesting, funding, maintenance, conversion, continuation and repayment of any Loans hereunder, or the issuance, extension, modification or cancellation of any Letter of Credit hereunder, or any other matter relating to such Loans or Letters of Credit or relating to this Agreement or the other Loan Documents generally, including without limitation, the giving and/or receiving of notices and/or consents or other instruction or direction hereunder (all of the foregoing, collectively, a “Kimco Instruction”), (ii) irrevocably and unconditionally agrees that

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the Administrative Agent and the Lenders may rely on any Kimco Instruction with respect to any and all such matters without further inquiry of or confirmation from such Borrower, or any of them, and that any Kimco Instruction shall control over any conflicting or inconsistent instruction from any Borrower and (iii) irrevocably and unconditionally consents to the addition of any other Borrower after the Effective Date and agrees to be bound hereunder severally, but not jointly and severally, with all other Borrowers hereunder.

                    SECTION 2.17     [Intentionally Omitted.] 

                    SECTION 2.18     Identity of Lenders; Funding of Loans.  Each Lender represents that it is either a Canadian Institution or a U.S. Institution and, if it is a U.S. Institution, that its Loans are held as part of its Canadian banking business, and each Lender agrees that it will, so long as it is a Lender hereunder, maintain a Canadian Office or U.S. Office, as applicable, through which it will fund the Loans it makes hereunder, unless otherwise consented to by Kimco (such consent not to be unreasonably withheld and not to be required if a Designated Event of Default has occurred and is continuing.)

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, amend, renew or extend, as the case may be, letters of credit (“Letters of Credit”) for the account of any Borrower or (with the consent of the Administrative Agent, such consent not to be unreasonably withheld) its designee, 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, amend, renew or extend, as the case may be, any Letter of Credit if, after giving effect to such issuance, amendment, renewal or extension, (i) the Cdn Dollar Amount of the L/C Obligations would exceed the L/C Commitment, (ii) the Available Commitment of any Lender would be less than zero or (iii) the sum of the Aggregate Outstanding Revolving Extensions of Credit of all the Lenders shall exceed the aggregate Commitments. 

                              (b)     Each Letter of Credit (i) shall be denominated in Cdn Dollars or Dollars, (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 a Borrower, 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.

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                              (d)     The Issuing Lender shall not at any time be obligated to issue, amend, renew or extend, as the case may be, 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, 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 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 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, a letter of credit fee in the relevant currency with respect to each Letter of Credit issued at the request of such Borrower 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 aggregate amount available to be drawn under such Letter of Credit on such day.  In addition, such Borrower shall pay, in the relevant currency, to the Issuing Lender for its own account a fronting fee of 0.10% per annum on the undrawn and unexpired amount of each such Letter of Credit.  Letter of credit fees and fronting fees pursuant to this paragraph shall be payable 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 requested by such Borrower.

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                              (c)     The Administrative Agent shall, promptly following its receipt thereof, distribute to the Issuing Lender and the 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, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each 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 Commitment Percentage 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 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, in the relevant currency, 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 Commitment Percentage 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) such amount, times (ii) the daily average Federal funds 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, if the relevant Letter of Credit is denominated in Dollars, or Cdn Prime Loans, if the relevant Letter of Credit is denominated in Cdn Dollars.  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

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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, in the relevant currency, 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 at the request of such Borrower and paid by the Issuing Lender for the amount 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 lawful money of Canada or the United States of America, as the case may be, and in immediately available funds.

                              (b)     Interest shall be payable on 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 (with respect to amounts due in Dollars) or Cdn Prime Loans (with respect to amounts due in Cdn Dollars) which were then overdue.

                              (c)     Each drawing under any Letter of Credit shall constitute a request by the applicable Borrower to the Administrative Agent for a borrowing pursuant to Section 2.2(d) of ABR Loans (if the relevant Letter of Credit is denominated in Dollars) or Cdn Prime Loans (if the relevant Letter of Credit is denominated in Cdn Dollars) in the amount of such drawing.  The Borrowing Date with respect to such borrowing shall be the date of such drawing.

                    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

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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 at the request of such Borrower 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 Letter 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 requested by such Borrower, the Issuing Lender’s honor or dishonor of any presentation under any such 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 such 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. 

                    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 Borrower that requested such Letter of Credit of the date and amount thereof.  The responsibility of the Issuing Lender to such Borrower in connection with any draft or other demand for payment presented for payment under any such Letter of Credit 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.

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                    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 by one of the other Lenders 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 RBC 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 than that of RBC or (ii) as a result of such Alternate Issuing Lender having a higher credit rating than RBC, 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

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 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), 4.10, 4.12, 4.13, 4.14, 4.16 and 4.22 (the “Baseline Representations and Warranties”), each Borrower hereby represents and warrants as to itself) to the Administrative Agent, the Issuing Lender, and each Lender that:

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                    SECTION 4.1     Financial Condition.

                              The consolidated balance sheet of Kimco and its subsidiaries as at December 31, 2004 and December 31, 2003 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 September 30, 2005 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, 2004 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, 2004.

                    SECTION 4.2     No Change.

                              Since December 31, 2004 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.  Without limiting the foregoing, no dividends or other distributions have been declared, paid or made upon the Capital Stock of Kimco nor has any of the Capital Stock of Kimco been redeemed, retired, purchased or otherwise acquired for value by Kimco or any of its Subsidiaries, except pursuant to transactions not prohibited under Section 7.3 and the transactions described on Schedule 4.2.

                    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 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

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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.  Each Borrower is a Wholly Owned Subsidiary.

                    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, amendment, renewal or extension, as the case may be, 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 with respect to 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 with respect to 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.

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                              (b)     The execution, delivery and performance of the Loan Documents and the borrowings and requests with respect to 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 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 or any Borrower to the Administrative Agent,

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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 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 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 Kimco nor any Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan, and neither Kimco nor any Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA if Kimco, 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

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Kimco, each Borrower 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     [Intentionally Omitted.]

                    SECTION 4.16     Purpose.

                              The proceeds of the Revolving Credit Loans and the Letters of Credit shall be used by the applicable Borrower for general corporate purposes of such Borrower or its constituent owners, including Kimco (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

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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, 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.

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                              (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 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 is Solvent.

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)     Amended and Restated 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 transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

                              (b)     Fees and Expenses.  The Administrative Agent shall have received payment (which may be proceeds of the initial Loans under this Agreement) of, 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 this Agreement, including pursuant to the Fee Letters and, to the extent invoiced, reimbursement or payment of all reasonable third-party out-of-pocket

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expenses required to be reimbursed or paid by any Borrower hereunder, including the reasonable fees and disbursements invoiced through the Effective Date of RBC’s special counsel.

                              (c)     Legal Opinions.  The Administrative Agent shall have received, with a counterpart for the Administrative Agent, each Lender and the Issuing Lender, the executed legal opinion of counsel to the Loan Parties (which may be in-house counsel), substantially in the form of Exhibit D.  The Borrowers and Kimco hereby request such counsel to deliver such opinions.

                              (d)     [Intentionally Omitted.] 

                              (e)     Closing Certificates.  The Administrative Agent shall have received certificates from a Responsible Officer of Kimco and the Borrowers, respectively, dated the Effective Date, (i) confirming compliance with the conditions specified in this Section 5.1 and in Section 5.2 and that no consent, approval or waiver under the Core US Credit Agreement or, to the actual knowledge of such Responsible Officer, any other credit facility of Kimco or any other Loan Party is required for the execution, delivery and performance by the Loan Parties of the Loan Documents 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 Kimco or the Borrowers, as the case may be, together with the signatures of each such Person and a certificate of another Responsible Officer of Kimco or the Borrowers, as the case may be, certifying as to the name, office, and signature of such first Responsible Officer. 

                              (f)     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 Borrower, and the authorization of Kimco and 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.

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

                    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.  Each of the representations and warranties made by any Loan Party 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.  (i) 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

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such 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 such date (provided that for the purposes of determining such compliance, Gross Asset Value and Value of Unencumbered Properties 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 by, or issuance, renewal, extension or amendment of a Letter of Credit on behalf of, any Borrower hereunder shall constitute a representation and warranty by the Borrowers as of the date of such extension of credit (or renewal, extension or amendment of a Letter of Credit) that the conditions contained in this Section 5.2 have been satisfied.

ARTICLE VI

AFFIRMATIVE COVENANTS

                              So long as the Commitments remain in effect, 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 Sections 6.9(b)(ii) and 6.9(c) and each Borrower hereby agrees as set forth in Sections 6.9(a) and 6.9(b), 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 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

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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) and (c) below) or each relevant Lender or Issuing Lender (in the case of clause (e) below)):

                              (a)     [intentionally omitted];

                              (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)     [intentionally omitted]; 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 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 $20,000,000, 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:

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                              (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;

                              (c)     any litigation or administrative or other proceeding affecting Kimco or any of its Subsidiaries in which the amount involved is $20,000,000 or more and not covered by insurance or in which material injunctive or similar relief is sought, or the occurrence in respect of any Borrower or 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, 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 orders, requirements or demands of

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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 Borrower shall at all times comply with the Baseline Conditions in all material respects.

                              (b)     In the event any 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 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 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 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 Borrower.

                              (c)     Kimco shall cause each Subsidiary Guarantor to 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(c).

ARTICLE VII

NEGATIVE COVENANTS

                              So long as the Commitments remain in effect, 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.

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                              (b)     Total Secured Indebtedness Ratio.  Permit, at the last day of any Test Period, the ratio of (i) Total Secured Indebtedness as of such day to (ii) Gross Asset Value as of such day to exceed 0.25 to 1.00.

                              (c)     Minimum Net Worth.  Permit, at the last day of any fiscal quarter of Kimco, Net Worth to be less than an amount equal to the sum of (i) $1,750,000,000 plus (ii) 75% of the aggregate proceeds received by Kimco (net of customary related fees and expenses) in connection with any offering of Capital Stock of Kimco consummated after July 26, 2005.

                              (d)     Unencumbered Asset Value Ratio.  Permit, at the last day of any Test Period, the ratio of (i) Total Recourse Indebtedness as of such day to (ii) Unencumbered Asset Value as of such day, to exceed 0.60 to 1.0.

                              (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 2.0 to 1.0.

                              (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 1.75 to 1.0.  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

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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.

                    SECTION 7.3     Limitation on Restricted Payments.

                              Neither Kimco nor any of its Subsidiaries shall, directly or indirectly, unless otherwise required in order to maintain Kimco’s status as a real estate investment trust, declare or pay any dividend (other than dividends payable solely in the same class of Capital Stock) 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 Kimco 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 Kimco or any Subsidiary (collectively, “Restricted Payments”); provided that notwithstanding the foregoing, (i) during any period of four (4) consecutive fiscal quarters of Kimco on a cumulative basis, Kimco may make Restricted Payments in an aggregate amount not to exceed the greater of (a) an amount equal to 95% of FFO for such period on a cumulative basis, and (b) the amount of dividends required to be paid by Kimco in order to maintain its status as a real estate investment trust under the Code, and (ii) dividends and distributions may be paid by any Subsidiary to Kimco, to any other Subsidiary or to any other Guarantor, if any.

                              Solely for the purpose of this Section 7.3, all references to shares in the definition of the term “Capital Stock” shall be to common shares only.

                    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 25% 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.

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                    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 Commitments hereunder) entered into by Kimco or any Borrower 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 Kimco or 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, (ii) the Core US Credit Agreement or (iii) 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)     Any Borrower shall fail to pay any principal of any Revolving Credit 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 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

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                              (b)     Any representation or warranty made or deemed made by any Borrower or 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)     Any Borrower or 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)     An Event of Default under (and as defined in) the Core US Credit Agreement shall occur and be continuing or Kimco or any of its Subsidiaries shall (i) default in making any payment of any principal of any Indebtedness (including any Guarantee Obligation, but excluding (x) any Revolving Credit 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 principal amount of which exceeds in the aggregate $25,000,000; 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 Borrower and/or its observance or performance of its obligations under this Agreement or in any other Loan Document; or

                              (f)      (i) Any Borrower or 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,

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or any Borrower or Kimco shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against any Borrower or 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 any Borrower or 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) any Borrower or 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) any Borrower or 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 Majority 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 Majority 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 $20,000,000 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

                              (i)     The guarantee by Kimco set forth in Article XI at any time shall cease, for any reason, to be in full force and effect or Kimco shall so assert; 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 of its 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 Kimco and, in the judgment of the Majority Lenders, could reasonably be expected to exceed $20,000,000;

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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 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 Majority 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 with respect to Kimco, automatically the Commitments shall immediately terminate and the Revolving Credit 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, subject to the last paragraph of this Article VIII, 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 the Borrowers, 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 the Borrowers, declare the Revolving Credit 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, 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 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

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collateral account shall be returned to the applicable Borrower or to whomsoever may be lawfully entitled thereto.  The Borrowers shall execute and deliver to the Administrative Agent, for the account of the Issuing Lender and the 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.

                              If an event occurs with respect to a Borrower that would constitute a Default hereunder that is capable of cure by the release of such Person as a Borrower hereunder and under the other Loan Documents, then such event shall not constitute a Default hereunder (or such Default shall be deemed waived) if, within two (2) Business Days after the Administrative Agent has given notice to Kimco of the occurrence of such event, (a) Kimco has delivered to the Administrative Agent a request for the release of such Borrower and describing the event constituting such Default in such detail as is reasonably acceptable to the Administrative Agent, (b) all Loans made to such Borrower, together with all accrued and unpaid interest thereon, shall have been repaid in full, (c) any other amount owing to any Lender, the Issuing Lender or the Administrative Agent by such Borrower hereunder or under any other Loan Document shall have been paid in full, (d) all Letters of Credit issued at the request of such Borrower shall have expired or been terminated, and (e) after giving effect to the release of such Borrower, there shall be at least one (1) Borrower remaining as such hereunder, and provided that (i) there shall be no other Default or Event of Default, before and after giving effect to such release (including any changes resulting from recharacterization of Unencumbered Property), and (ii) Kimco shall be in compliance with all covenants under Section 7.1 after giving effect to such release (including any changes resulting from recharacterization of Unencumbered Property), and would have been in compliance therewith for the most recent Test Period if such release had been given effect (including any changes resulting from recharacterization of Unencumbered Property) during such Test Period.  Upon compliance with all the provisions of the foregoing sentence, such Borrower shall be released from its obligations (and shall no longer be entitled to any benefits) hereunder and under the other Loan Documents.

                              If an event occurs with respect to a Guarantor (other than Kimco) that would constitute a Default hereunder that does not result in a Material Adverse Effect and that is capable of cure by the release of such Person as a Guarantor hereunder and under the other Loan Documents, then such event shall not constitute a Default hereunder (or such Default shall be deemed waived) if, within two (2) Business Days after the Administrative Agent has given notice to Kimco of the occurrence of such event, Kimco has delivered to the Administrative Agent a request for the release of such Guarantor and describing the event constituting such Default in such detail as is reasonably acceptable to the Administrative Agent and, after giving effect to the release of such Guarantor, no more than ten (10) Guarantors shall have been released hereunder, and provided that (a) there shall be no other Default or Event of Default, before and after giving effect to such release (including any changes resulting from recharacterization of Unencumbered Property), and (b) Kimco shall be in compliance with all covenants under Section 7.1 after giving effect to such release (including any changes resulting from recharacterization of Unencumbered Property), and would have been in compliance therewith for the most recent Test Period if such release had been given effect (including any

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changes resulting from recharacterization of Unencumbered Property) during such Test Period.  Upon compliance with all the provisions of the foregoing sentence, such Guarantor shall be released from its obligations (and shall no longer be entitled to any benefits) hereunder and under the other Loan Documents.

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

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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 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 Kimco or 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 Commitments, Loans, and its Commitment 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

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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 Commitment 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 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 organized under the laws of Canada with an office in Toronto, Canada and 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 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 Commitment Percentages 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 Revolving Credit Loans shall have been paid in full, ratably in accordance with their Commitment 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 regardless of whether pre-judgment or post-judgment) be imposed

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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 Agent, Lead Arranger, and Bookrunner.

                              Each of the Syndication Agents, the Documentation Agent, the Bookrunner and the Lead Arranger 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 or Documentation Agents, Bookrunner or Lead Arranger in their respective capacities as such. 

ARTICLE X

MISCELLANEOUS

                    SECTION 10.1     Amendments and Waivers; Automatic Modifications.

                              Unless otherwise expressly provided in this Agreement or in any other Loan Document, 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, however, 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 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 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 definitions of Required Lenders or Majority

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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, or release Kimco from its guarantee under Article XI, 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.

                              The parties hereto acknowledge that (a) as of the Effective Date, each Lender (or an Affiliate of such Lender wholly owned, directly or indirectly, by such Lender or such Lender’s parent) (a “Core Affiliate”) is also a Core Lender under the Core US Credit Agreement and (b) the affirmative and negative covenants set forth in Articles VI and VII (including the financial covenants set forth in Section 7.1 and the definitions related thereto) and the Events of Default set forth in Article VIII, are based upon and are substantially identical to the corresponding provisions contained in the Core US Credit Agreement.  Notwithstanding anything to the contrary contained in this Agreement or in any other Loan Document, the parties hereto acknowledge and agree that (a) if the affirmative and/or negative covenants (including the financial covenants and definitions related thereto) and/or events of default contained in the Core US Credit Agreement are amended (or otherwise modified, substituted, renewed, and/or replaced) to differ from those set forth in Articles VI, VII or VIII of this Agreement, as applicable (collectively, the “Changed Covenants”), and if, at the time of the effectiveness of any such amendment (or other modification, substitution, renewal, and/or replacement), each Lender (or a Core Affiliate of such Lender) is also a lender under the Core US Credit Agreement, then this Agreement shall be automatically and simultaneously deemed to have been modified and amended to reflect and incorporate such Changed Covenants in substitution and replacement of such affirmative and negative covenants (and the related definitions, as applicable) and/or Events of Default contained in this Agreement and (b) if each Lender (or a Core Affiliate of such Lender) is not also a lender under the Core US Credit Agreement at the time of the effectiveness of any such amendment (or other modification, substitution, renewal, and/or replacement), each Lender who is (or whose Core Affiliate is) then also a lender under the Core US Credit Agreement shall consent to the amendment of this Agreement to incorporate the Changed Covenants in substitution and replacement of such affirmative and negative covenants (and the related definitions, as applicable) and/or Events of Default contained in this Agreement; provided, however, that notwithstanding any Changed Covenants, (i) the differences existing on the Effective Date between the Core US Credit Agreement and this Agreement contained in (A) the introductory paragraph of Article VI, (B) Section 6.9(c), (C) Section 7.7(c), (D) paragraphs

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(b), (d) and (f) of Article VIII, as a result of the addition of the words “[A]ny Borrower or” in such paragraphs, (E) the initial phrase of paragraph (e) of Article VIII (i.e., “An Event of Default under (and as defined in) the Core US Credit Agreement shall occur and be continuing or Kimco or any of its Subsidiaries”), (F) paragraph (i) of Article VIII, (G) paragraph (k) of Article VIII, as a result of the substitution of the words “Kimco or any of its Subsidiaries” for the words “any Borrower or any Subsidiary of any Borrower” and the word “Kimco” for the words “such Borrower” in such paragraph, (H) the clause immediately following paragraph (l) of Article VIII (the “Enforcement Clause”), as a result of the addition of the words “with respect to Kimco” and “subject to the last paragraph of this Article VIII,” and the substitution of the words “the Borrowers” for the word “Kimco” in such Enforcement Clause, and (I) the Enforcement Clause and the last two (2) paragraphs of Article VIII, as a result of the deletion of the word “Kimco” from such Enforcement Clause and such paragraphs and (ii) the definition of the terms Commitment and Loan Documents in Section 1.1, shall not be deemed amended unless any such amendment is made pursuant to the first paragraph of this Section 10.1; and provided further, that all Changed Covenants shall be deemed revised to incorporate and reflect, as applicable, the applicable Loans and credit agreements referred to in this Agreement, the applicable Borrowers parties to this Agreement, and any required grammatical changes related to any of the foregoing.  Each Lender shall promptly provide to the Administrative Agent such evidence as the Administrative Agent may reasonably request to demonstrate whether any Affiliate of such Lender that is also a Core Lender is a Core Affiliate.

                    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 any Borrower, Kimco, 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:

Any Borrower or Kimco:	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
The Administrative Agent and the Issuing Lender:	Royal Bank of Canada
	Royal Bank Plaza
	P.O. Box 50, 200 Bay Street
	12th Floor, South Tower
	Toronto, Ontario M5J 2W7
	Canada
	Attention: Manager, Agency Services Group
	Telecopy: (416) 842-4023

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with a copy to:	Royal Bank of Canada
	One Liberty Plaza, 3rd Floor
	165 Broadway
	New York, New York 10006-1404
	Attention: Manager, Loans Administration
	Telecopy: (212) 428-2372
and to:	Royal Bank of Canada
	One Liberty Plaza, 6th Floor
	165 Broadway
	New York, New York 10006-1404
	Attention: Gordon MacArthur
	Telecopy: (212) 428-6459
and a copy of all notices faxed to:	Mr. Jamie Cameron
	CTM Group
	Facsimile: (416) 842-4020

provided that any notice, request or demand to or upon the Administrative Agent or the Lenders pursuant to Section 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.

                    SECTION 10.5     Payment of Expenses and Taxes.

                              Each 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, 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 reasonable fees and disbursements of counsel to the Administrative Agent; (b) to pay or reimburse each Lender, the Issuing Lender

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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 reasonable 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, 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 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 Original Credit Agreement, 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 the Original Credit Agreement, 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 the Borrowers 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 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 Related Parties of each of the Administrative Agent, the Issuing Lender and the Lenders) any

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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 Eligible 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:

                                                  (A)     Kimco, provided that no consent of Kimco shall be required for an assignment to a Lender, an Affiliate of a Lender who is an Eligible Assignee, an Approved Fund (as defined below) who is an Eligible Assignee, 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 Commitment to an assignee that is a Lender or an Affiliate of a Lender with a 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 who is an Eligible Assignee or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or 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 C$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 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 C$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 (i) deliver to the Administrative Agent an Administrative Questionnaire in the form approved by the Administrative Agent (an “Administrative Questionnaire”) and (ii) certify in writing

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(pursuant to the Assignment and Assumption or otherwise) for the benefit of the Borrowers that it is an Eligible Assignee.

                              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 an Eligible Assignee and 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.

                              Subject to acceptance and recording thereof pursuant to paragraph (b)(iii) 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.

                                        (iii)     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 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.

                                        (iv)     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 or 9.2, the Administrative Agent shall have no obligation to

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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 Kimco, any Borrower, the Administrative Agent, or the Issuing Lender, sell participations to an Eligible Assignee or, with the consent of the Borrowers (such consent not to be unreasonably withheld and not to be required if a Designated Event of Default has occurred and is continuing) to one or more other banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement and under the other Loan Documents (including all or a portion of its 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 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, and does so comply, with Section 2.12(b) as though it were a Lender.

                              (d)     Any Lender may at any time pledge or assign, or grant 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 or grant of a security interest; provided that no such pledge or assignment or grant of a security interest, nor the exercise of remedies in respect of such 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.

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                    SECTION 10.7     Disclosure.

                              Subject to Section 10.19, Kimco and each Borrower authorize 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 or any Borrower pursuant to this Agreement or which has been delivered to such Lender by or on behalf of Kimco or any Borrower in connection with such Lender’s credit evaluation of Kimco and its Affiliates prior to becoming a party to this Agreement.

                    SECTION 10.8     [Intentionally Omitted.]

                    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 “Maturity Date” (the “Original Maturity Date”), the Borrowers may extend the Maturity Date to the date one year after the Original Maturity Date (the “Extended Maturity Date”); provided that (i) the Borrowers shall have paid to the Administrative Agent for the account of the Lenders on or before on the Original Maturity Date a nonrefundable extension fee in an amount equal to 0.15% of the aggregate amount of the 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 any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the 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.

                              (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 (g) 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 and Value of Unencumbered Properties 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 the Borrowers 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 to such effect. The Administrative Agent shall promptly notify the Lenders of any such extension.

                    SECTION 10.10     Subsidiary Guarantors; Release of Borrowers.

                              (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 shall become a guarantor of the Revolving Credit Facility (together with the Subsidiaries listed on Schedule 10.10, each a

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“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.

                              (b)     A 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 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 Borrower (which other 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 and Value of Unencumbered Properties shall be determined for the most recent Test Period as to which a compliance certificate has been delivered pursuant to Section 6.2(b), after giving effect to such release), (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), and (v) after giving effect to such release, there shall be at least one (1) Borrower remaining as such hereunder.

                              (c)     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 and Value of Unencumbered Properties 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 “benefitted Lender”) shall at any time receive any payment of all or part of its Revolving Credit Loans or the Reimbursement Obligations owing to it, 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 paragraph (f) of Article VIII, or otherwise), in a greater proportion than any such payment to or collateral

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received by any other Lender, if any, in respect of such other Lender’s Revolving Credit Loans or the Reimbursement Obligations owing to it, or interest thereon, such benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Revolving Credit Loans or the Reimbursement Obligations owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that (i) if all or any portion of such excess payment or benefits is thereafter recovered from such benefitted 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 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 any Borrower or Kimco, any such notice being expressly waived by each Borrower and Kimco to the extent permitted by applicable law, upon any amount becoming due and payable by any Borrower or 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, 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 Loan Party.  Each Lender agrees promptly to notify the applicable Loan Party, the Issuing Lender 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, on behalf of itself and the Borrowers, and with the Issuing Lender and the Administrative Agent.  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.

                    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.

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                    SECTION 10.14     Integration.

                              This Agreement and the other Loan Documents represent the entire agreement of Kimco, the other Guarantors, the Borrowers, 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.

                              Each 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 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 it at the 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 and Kimco hereby acknowledges and agrees that:

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                              (a)     such Person 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 such Person 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;

                              (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 such Person, the Administrative Agent, the Issuing Lender and the Lenders; and

                              (d)     if and to the extent there is more than one (1) Borrower hereunder, at such time (or times), each Borrower’s liabilities and obligations under this Agreement, the Notes and the other Loan Documents to which it is a party are and shall, unless otherwise expressly specified in such Loan Document, be the several obligations of such Borrower, and shall not be the joint and several obligations of the Borrowers.

                    SECTION 10.18     WAIVERS OF JURY TRIAL.

                              EACH BORROWER, KIMCO, 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 (and Kimco and each Borrower hereby acknowledges and agrees that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), each Lender 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 Act), (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

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(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 any Borrower and its obligations, (g) with the consent of the Borrowers 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 Kimco or any Borrower.  For the purposes of this Section, “Information” means all information received from Kimco or any Borrower relating to Kimco or any Borrower or its (or their) respective 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 Kimco or any Borrower after the date of the Original Credit Agreement, 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.

                    SECTION 10.20     Judgment Currency.

                              (a)     The obligations hereunder and under the other Loan Documents of the Loan Parties to make payments in Dollars or in Cdn Dollars, 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 Loan Party 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 Cdn Dollar Amount 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 Loan Party 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 Cdn Dollar Amount under this Section, such amounts shall include any premium and costs payable in connection with the purchase of the Obligation Currency.

208

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 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 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 for payment of any Guaranteed Obligations.  The solicitation

209

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 and the relevant currency 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 Borrower or any other Person, any merger, consolidation or amalgamation of any Borrower or any other Person into or with any other Person, any sale, lease or transfer of any of the assets of any Borrower or any other Person to any other Person, any other change of form, structure, or status under any law in respect of any 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 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 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 Borrower, other than the final payment in full in cash and the relevant currency 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 Borrower or any other Person (including any other Guarantor) or exercise any other right or remedy available to them against such 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 and the relevant currency.  To the fullest extent permitted by applicable law, Kimco

210

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 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 Borrower in respect of the Guaranteed Obligations guaranteed hereby (other than any notices and cure periods expressly granted to any 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 Borrower to pay (after the giving of any required notice and the expiration of any cure period expressly granted to such 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 and the relevant currency, the amount of such unpaid Guaranteed Obligation.  Upon payment by Kimco of any sums as provided above, all rights of Kimco against the applicable 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 and the relevant currency of all the Guaranteed Obligations.  In addition, any indebtedness of any 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 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 Borrower or otherwise.  Nothing shall discharge or satisfy the liability of Kimco hereunder except the full performance and payment in full in cash and relevant currency of the Guaranteed Obligations.

211

                    SECTION 11.8     Information.

                              Kimco assumes all responsibility for being and keeping itself informed of the 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.

                    SECTION 11.9     Payments.

                              Kimco hereby guarantees that payments under this Article XI will be paid to the Administrative Agent without set-off or counterclaim in the relevant currency at the office of the Administrative Agent specified in Section 10.2 or to such other office as the Administrative Agent may hereafter specify by notice to Kimco.

[BALANCE OF PAGE INTENTIONALLY LEFT BLANK]

212

                              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.

BORROWERS:
KIMCO NORTH TRUST I
By:	/s/ David B. Henry
	Name: David B. Henry
	Title: Trustee
By:	/s/ Michael V. Pappagallo
	Name: Michael V. Pappagallo
	Title: Trustee
KIMCO NORTH TRUST II
By:	/s/ Glenn G. Cohen
	Name: Glenn Cohen
	Title: Trustee
KIMCO NORTH TRUST III
By:	/s/ Glenn G. Cohen
	Name: Glenn G. Cohen
	Title: Trustee
KIMCO NORTH LOAN TRUST IV
By:	/s/ Glenn G. Cohen
	Name: Glenn G. Cohen
	Title: Trustee

213

KIMCO NORTH TRUST V
By:	/s/ Glenn G. Cohen
	Name: Glenn G. Cohen
	Title: Trustee
KIMCO NORTH TRUST VI
By:	/s/ Glenn G. Cohen
	Name: Glenn G. Cohen
	Title: Trustee
ADMINISTRATIVE AGENT:
ROYAL BANK OF CANADA, as Administrative Agent
By:	/s/ David Wheatley
	Name: David Wheatley
	Title: Manager, Agency
LENDERS AND ISSUING LENDER:
ROYAL BANK OF CANADA, acting through a U.S. branch, as a Lender and as Issuing Lender
By:	/s/ Gordon MacArthur
	Name: Gordon MacArthur
	Title: Authorized Signatory

214

BANK OF AMERICA NATIONAL ASSOCIATION, acting through its Canada branch
By:	/s/ Medina Sales de Andrade
	Name: Medina Sales de Andrade
	Title: Assistant Vice President
CANADIAN IMPERIAL BANK OF COMMERCE, acting through a U.S. branch
By:	/s/ Joel Gershkon
	Name: Joel Gershkon
	Title: Authorized Signatory
THE BANK OF NOVA SCOTIA, acting through a U.S. branch
By:	/s/ R.H. Boese
	Name: R.H. Boese
	Title: Managing Director
JPMORGAN CHASE BANK, N.A.,
TORONTO BRANCH
By:	/s/ Christine Chan
	Name: Christine Chan
	Title: Vice President

215

KIMCO:
KIMCO REALTY CORPORATION,
for the limited purposes set forth in the preamble to this Agreement
By:	/s/ Glenn G. Cohen
	Name:     Glenn G. Cohen
	Title:     Treasurer/Vice President

216

EX-12.1

Exhibit 12.1

Kimco Realty Corporation and Subsidiaries

Computation of Ratio of Earnings to Fixed Charges

For the year ended December 31, 2005

Pretax earnings from continuing operations before adjustment for minority interests or income loss from equity investees	$	235,151,847
Add:
Interest on indebtedness (excluding capitalized interest)		126,657,467
Amortization of debt related expenses		4,293,975
Portion of rents representative of the  interest factor		6,004,270
		372,107,559
Distributed income from equity investees		116,765,424
Pretax earnings from continuing operations, as adjusted	$	488,872,983
Fixed charges -
Interest on indebtedness (including capitalized interest)	$	139,244,090
Amortization of debt related expenses		3,028,118
Portion of rents representative of the interest factor		6,004,270
Fixed charges	$	148,276,478
Ratio of earnings to fixed charges		3.3

217

EX-12.2

Exhibit 12.2

Kimco Realty Corporation and Subsidiaries

Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends

For the year ended December 31, 2005

Pretax earnings from continuing operations before adjustment for minority interests or income loss from equity investees	$	235,151,847
Add:
Interest on indebtedness (excluding capitalized interest)		126,657,467
Amortization of debt related expenses		4,293,975
Portion of rents representative of the interest factor		6,004,270
		372,107,559
Distributed income from equity investees		116,765,424
Pretax earnings from continuing operations, as adjusted	$	488,872,983
Combined fixed charges and preferred stock dividends -
Interest on indebtedness (including capitalized interest)	$	139,244,090
Preferred dividend factor		12,029,524
Amortization of debt related expenses		3,028,118
Portion of rents representative of the  interest factor		6,004,270
Combined fixed charges and preferred stock dividends	$	160,306,002
Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends		3.0

218

EX-21.1

Exhibit 21.1

SUBSIDIARY GUARANTY

44 PLAZA, INC.

AUK REALTY CORPORATION

BKS REALTY INC.

BRENDA PROPERTIES, INC.

CHERRY HILLVIEW, INC.

EAST END OPERATING CORP.

EASTON 257, INC.

GC ACQUISITION CORP.

HAMBURG WELLNESS PARTNERS

HARVEST PROPERTIES CORP.

K & W INVESTORS, INC.

KCH ACQUISITION, INC.

KCHGC, INC.

KB BIRMINGHAM 1035, INC.

KD HAZEL DELL 1031, INC.

KD LONGVIEW 1029, INC.

KIF I LP, INC.

KIGFRE HUB, INC.

KIMCOAST OF WARREN, INC.

KIMCADE, INC.

KIMCAL CORPORATION

KIMCARS INVESTMENT, INC.

KIMCO BBB 878A, INC.

KIMCO 118 O/P, INC.

KIMCO 120 O/P, INC.

KIMCO 129 FLORIDA, INC.

KIMCO 280 METRO, INC.

KIMCO 413B, INC.

KIMCO 420, INC.

KIMCO 632, INC.

KIMCO ACADIANA 670, LLC

KIMCO ALBANY, INC.

KIMCO ALLEGHENY 1185 BUSINESS TRUST

KIMCO ALTAMONTE SPRINGS 636, INC.

KIMCO ANAHEIM, INC.

KIMCO ARAPAHOE, INC.

KIMCO AUGUSTA 635, INC.

KIMCO AUSTIN, INC.

KIMCO AUSTIN 589, INC.

KIMCO AUTOVENTURE, INC.

KIMCO BANGOR 200, INC.

KIMCO BAYRIDGE 1134, INC.

KIMCO BELAIR 1187, INC.

KIMCO BELLMORE 1135, INC.

219

KIMCO BT CORP.

KIMCO BUCKS 651 TRUST INC.

KIMCO BRADENTON 698, INC.

KIMCO BURLESON 496, INC.

KIMCO CARY 696, INC.

KIMCO CAMBRIDGE 242, INC.

KIMCO CANTON 182, INC.

KIMCO CANYON POINTE INC.

KIMCO CAPITAL CORP.

KIMCO CARROLLWOOD 664, INC.

KIMCO CENTRE AT WESTBANK INC.

KIMCO CHARLESTON 631, INC.

KIMCO CHARLOTTE 192, INC.

KIMCO CINNAMINSON 645, INC.

KIMCO CLAWSON 143, INC.

KIMCO COLUMBUS, INC.

KIMCO CONCOURSE, INC.

KIMCO COPPERFIELD ACQUISITIONS, INC.

KIMCO COPPERFIELD 1122, INC.

KIMCO CORAL SPRINGS 623, INC.

KIMCO CRANSTON 691, INC.

KIMCO CRÈME ALLEN 1309, INC.

KIMCO CRÈME COLLEYVILLE 1308, INC.

KIMCO CRÈME LP BUSINESS TRUST

KIMCO CROSS CREEK 607, INC.

KIMCO CURLEW CROSSING 1186, INC.

KIMCO CUPERTINO VILLAGE 1344, INC.

KIMCO DELRAN, INC.

KIMCO DENVER 680, INC.

KIMCO DERBY, INC.

KIMCO DEV. OF MCINTOSH SARASOTA, INC.

KIMCO DEV. OF MENTOR, INC.

KIMCO DEV. OF MUSKEGON, INC.

KIMCO DEV. OF NEW KENSINGTON, INC.

KIMCO DEV. OF SEMINOLE SANFORD, INC.

KIMCO DEV. OF TROY, INC.

KIMCO DEV. OF TYVOLA, INC.

KIMCO DOCSTONE 1295, INC.

KIMCO DOVER 501, INC.

KIMCO DOWNERS PARK 764, INC.

KIMCO DURHAM 639, INC.

KIMCO EAST BANK 689, INC.

KIMCO EL CAJON 1028, INC.

KIMCO EMPIRE HILLSBOROUGH 1191, INC.

KIMCO FARMINGTON 146, INC.

KIMCO FLORENCE 646, INC.

220

KIMCO FLORIDA HOSPITALITY, INC.

KIMCO FOLSOM 1106, INC.

KIMCO FRANKLIN SQUARE 1136, INC.

KIMCO FREEPORT 1176, INC.

KIMCO GALLERY 660 TRUST

KIMCO GATES 149, INC.

KIMCO GERMANY HOLDINGS, INC.

KIMCO GOVERNORS MARKETPLACE 317, INC.

KIMCO GREAT BARRINGTON 609, INC.

KIMCO GREEN ORCHARD 606, INC.

KIMCO GREENRIDGE 674A, INC.

KIMCO GREENVILLE 676, INC.

KIMCO GREENWICH STREET QRS, INC.

KIMCO GREENWOOD VILLAGE 1022, INC.

KIMCO HAMMOND AIRE 1183, INC.

KIMCO HAYDEN PLAZA 604, INC.

KIMCO HAZELWOOD, INC.

KIMCO HFC INVESTMENT, INC.

KIMCO HOLMDEL NJ, INC.

KIMCO HOMDEL TOWNE CENTER 1007, INC.

KIMCO HOUMA 274, LLC

KIMCO HUEHUETOCA, INC.

KIMCO HYANNIS 1114, INC.

KIMCO INCOME FUND I GP, INC.

KIMCO JUAN TABO PLAZA 591, INC.

KIMCO KENAI 1108, INC.

KIMCO KENT 637, INC.

KIMCO KISSIMMEE 613, INC.

KIMCO KML, INC.

KIMCO LAFAYETTE 670, INC.

KIMCO LAFAYETTE 671, INC.

KIMCO LAKELAND 123, INC.

KIMCO LAKEWOOD 684, INC.

KIMCO LANDMARK STATION 275, INC.

KIMCO LARGO 139, INC.

KIMCO LARGO 196, INC.

KIMCO LARKFIELD 1341, INC.

KIMCO LAUREL, INC.

KIMCO LEXINGTON 140, INC.

KIMCO LINDA MAR 1115, INC.

KIMCO LIVONIA, INC.

KIMCO MANASSAS 672, INC.

KIMCO MELBOURNE 616, INC.

KIMCO MANAGEMENT OF NEW JERSEY, INC.

KIMCO MANAGEMENT OF MARYLAND, INC.

KIMCO MANCHESTER 1120, INC.

221

KIMCO MAPLE HILL 138, INC.

KIMCO MAPLEWOOD 673, INC.

KIMCO MARANA 1024, INC.

KIMCO MASHPAUG TRUST

KIMCO MASHPAUG 1011, INC.

KIMCO MASSAPEQUA 1138, INC.

KIMCO MISSION BELL 1124, INC.

KIMCO MORGAN HILL 1032, INC.

KIMCO MS MONTROSE 1013, INC.

KIMCO MT. DORA 677, INC.

KIMCO NAMPA 1142, INC.

KIMCO NB CORP.

KIMCO NJ, INC.

KIMCO NORTH BRUNSWICK 617, INC.

KIMCO NORTH HOLDINGS, INC.

KIMCO NORTH HOLDINGS II, INC.

KIMCO NORTH HOLDINGS III, INC.

KIMCO NORTH HOLDINGS IV, INC.

KIMCO NORTH HOLDINGS V, INC.

KIMCO NORTH HOLDINGS VI, INC.

KIMCO NORTH HOLDINGS VII, INC.

KIMCO NORTH HOLDINGS VIII, INC.

KIMCO NORTH HOLDINGS IX, INC.

KIMCO NORTH HOLDINGS XII, INC.

KIMCO NOVATO FAIR 1036, INC.

KIMCO OAKLAND COMMONS 1111, INC.

KIMCO OCALA 665, INC.

KIMCO ONE CENTRE, INC.

KIMCO ORLANDO 638, INC.

KIMCO PALM AIRE 1126, INC.

KIMCO PARKCHESTER 1139, INC.

KIMCO PENN HOLDCO, INC.

KIMCO PEPPERTREE, INC.

KIMCO PERRY STREET QRS, INC.

KIMCO PINEVILLE CENTRUM, INC.

KIMCO PINEVILLE 1033, INC.

KIMCO PL RETAIL, INC.

KIMCO PLANO INC.

KIMCO POTOSI, INC.

KIMCO POWAY CITY 1195, INC.

KIMCO PREFERRED INVESTOR I, INC.

KIMCO PREFERRED INVESTOR II, INC.

KIMCO PREFERRED INVESTOR III, INC.

KIMCO PREFERRED INVESTOR IV TRUST

KIMCO PREFERRED INVESTOR V, INC.

KIMCO PREFERRED INVESTOR VI, INC.

222

KIMCO PREFERRED INVESTOR VII, INC.

KIMCO PREFERRED INVESTOR VIII, INC.

KIMCO PREFERRED INVESTOR IX, INC.

KIMCO PREFERRED INVESTOR X, INC.

KIMCO PREFERRED INVESTOR XI, INC.

KIMCO PREFERRED INVESTOR XII, INC.

KIMCO PREFERRED INVESTOR XIII, INC.

KIMCO PREFERRED INVESTOR XIV, INC.

KIMCO PREFERRED INVESTOR XV, INC.

KIMCO PREFERRED INVESTOR XVI, INC.

KIMCO PREFERRED INVESTOR XVII, INC.

KIMCO PREFERRED INVESTOR XVIII, INC.

KIMCO PREFERRED INVESTOR XIX, INC.

KIMCO PREFERRED INVESTOR XX, INC.

KIMCO PREFERRED INVESTOR XXI TRUST

KIMCO PREFERRED INVESTOR XXII, INC.

KIMCO PREFERRED INVESTOR XXIII, INC.

KIMCO PREFERRED INVESTOR XXIV, INC.

KIMCO PREFERRED INVESTOR XXV, INC.

KIMCO PREFERRED INVESTOR XXVI, INC.

KIMCO PREFERRED INVESTOR XXVII, INC

KIMCO PREFERRED INVESTOR XXIX, INC.

KIMCO PREFERRED INVESTOR XXX TRUST

KIMCO PREFERRED INVESTOR XXXI, INC.

KIMCO PREFERRED INVESTOR XXXII, INC.

KIMCO PREFERRED INVESTOR XXXIII BUSINESS TRUST

KIMCO PREFERRED INVESTOR XXXIV, INC.

KIMCO PREFERRED INVESTOR XXXV, INC.

KIMCO PREFERRED INVESTOR XXXVI, INC.

KIMCO PREFERRED INVESTOR XXXVII, INC.

KIMCO PREFERRED INVESTOR XXXVIII, INC.

KIMCO PREFERRED INVESTOR XXXIX, INC.

KIMCO PREFERRED INVESTOR XLI, INC.

KIMCO PREFERRED INVESTOR XLII, INC.

KIMCO PREFERRED INVESTOR XLIII, INC.

KIMCO PREFERRED INVESTOR XLIV, INC.

KIMCO PREFERRED INVESTOR XLV, INC.

KIMCO PREFERRED LI HOTEL INVESTOR, INC.

KIMCO PREFERRED SNF, INC.

KIMCO PROPERTIES, INC.

KIMCO PROPS. NASHVILLE, INC.

KIMCO PURCHASING AGENCY CORPORATION

KIMCO RALEIGH 177, INC.

KIMCO RALPH’S CORNER 659 TRUST

KIMCO RICHMOND 800, INC.

KIMCO RIDGEWOOD 615, INC.

223

KIMCO RIO NORTE 1125, INC.

KIMCO RIVERS AVE. 622, INC.

KIMCO RIVERGATE 588, INC.

KIMCO RIVERGATE STATION GP, INC.

KIMCO RIVERGATE STATION 1118, INC.

KIMCO RIVERGATE STATION OUTPARCEL 1118A, INC.

KIMCO ROCKFORD CROSSING 1184, INC.

KIMCO SAND LAKE 618, INC.

KIMCO SANTEE 705, INC.

KIMCO SARASOTA 378, INC.

KIMCO SAVANNAH 185, INC.

KIMCO SCHAUMBURG, INC.

KIMCO SCOTTSDALE MALL 183, INC.

KIMCO SELECT INVESTMENTS, INC.

KIMCO SELECT PHILMED, INC.

KIMCO SHARONVILLE 276, INC.

KIMCO SHOPS AT THE POND 1117, INC.

KIMCO SOUTH MIAMI 634, INC.

KIMCO SOUTH PARKER 682, INC.

KIMCO SPRING CREEK 686, INC.

KIMCO ST. AUGUSTINE 1293, INC.

KIMCO STATEN ISLAND SS 1343, INC.

KIMCO STUART 619, INC.

KIMCO TALLAHASSEE 715, INC.

KIMCO TAMPA 470, INC.

KIMCO TEMPE 580A, INC.

KIMCO TEMPLE 1099, INC.

KIMCO TEXAS, INC.

KIMCO TITLE CORPORATION

KIMCO TOWSON, INC.

KIMCO TOWSON LIMITED PARTNERSHIP

KIMCO TUSTIN, INC.

KIMCO TUSTIN 1107, INC.

KIMCO WAYNE HEIGHTS OUTPARCEL, INC.

KIMCO WEST MELBOURNE 668, INC.

KIMCO WEST PALM BEACH 633, INC.

KIMCO WESTERVILLE 178, INC.

KIMCO WESTMONT 614, INC.

KIMCO WHITE LAKE 667, INC.

KIMCO WHITE PLAINS 1140, INC.

KIMCO WHITEHALL GP 1190 BUSINESS TRUST

KIMCO WHITEHALL LP 1190 BUSINESS TRUST

KIMCO WM148, INC.

KIMCO WOODFOREST 655, INC.

KIMCO VALDOSTA 1030, INC.

KIMCO VALENCIA 1023, INC.

224

KIMCO VALLEY VIEW 1123, INC.

KIMCO YONKERS 801, INC.

KIMCO YORKSHIRE 1294, INC.

KIMCO DEV. OF 31 SOUTH, INC.

KIMCO DEV. OF GASTONIA, INC.

KIMCO DEV. OF GIANTS TRUST

KIMCO DEV. OF GREENWOOD OP. INC.

KIMCO DEV. OF HAMPTON BAYS, INC.

KIMCO DEV. OF KETTERING, INC.

KIMCO DEV. OF WATERLOO AKRON, INC.

KIMCO OF CHERRY HILL, INC.

KIMCO OF HERMITAGE, INC.

KIMCO OF HUNTINGTON, INC.

KIMCO OF ILLINOIS, INC.

KIMCO OF MILLERODE, INC.

KIMCO OF NANUET, INC.

KIMCO OF NEW ENGLAND, INC.

KIMCO OF NEW YORK, INC.

KIMCO OF NORTH MIAMI, INC.

KIMCO OF OAKVIEW, INC.

KIMCO OF OHIO, INC.

KIMCO OF PENNSYLVANIA TRUST

KIMCO OF RACINE, INC.

KIMCO DEV. OF SPRINGBORO PIKE, INC.

KIMCO OF SPRINGFIELD, INC.

KIMCO OF SYOSSET, INC.

KIMCO OF TAMPA, INC.

KIMCO OF TENNESEE, INC.

KIMCO OF UTAH, INC.

KRC ACQUISITION CORP.

KRC ALTON 802, INC.

KRC ARLINGTON 866, INC.

KRC ARLINGTON HEIGHTS 896, INC.

KRC AZ PROPERTY MANAGEMENT, INC.

KRC BELLEVILLE 808, INC.

KRC BRIDGETON 875, INC.

KRC CARBONDALE 848, INC.

KRC CHAMPAIGN 870, INC.

KRC CHRISTY 804, INC.

KRC CRESTHILL 868, INC.

KRC CRYSTAL CITY 850, INC.

KRC CRYSTAL LAKE 891, INC.

KRC CORPUS CHRISTI 878, INC.

KRC CREVE COEUR 830, INC.

KRC CRESTWOOD 887, INC.

KRC DECATUR 797, INC.

225

KRC DUBUQUE 847, INC.

KRC ELGIN 860, INC.

KRC FAIRVIEW HEIGHTS 881, INC.

KRC FOREST PARK 862, INC.

KRC HARRISBURG 193, INC.

KRC INDEPENDENCE 806, INC.

KRC KIRKWOOD 803, INC.

KRC LEMAY 834, INC.

KRC MACARTHUR BLVD. 799, INC.

KRC MEXICO ACQUISITION CORPORATION

KRC MIDWEST CITY 857, INC.

KRC MISHAWAKA 895, INC.

KRC MUNDELIEN 874, INC.

KRC NEW LONDON 1345, INC.

KRC NORRIDGE 845, INC.

KRC ORLAND PARK 809, INC.

KRC OVERLAND PARK 805, INC.

KRC PADUCAH 795, INC.

KRC PA PROPERTY MANAGEMENT, INC.

KRC PROPERTY MANAGEMENT I, INC.

KRC ST. CHARLES 798, INC.

KRC STATE AVENUE 807, INC.

KRC SCHAUMBERG 855, INC.

KRC SOUTHBEND 883, INC.

KRC SPRINGFIELD 869, INC.

KRC STREAMWOOD 897, INC.

KRC TULSA 859, INC.

KRC WAKEGAN 886, INC.

KRCV CORP.

KSI CONVENIENCE, LLC

KSI MORTGAGE INVESTMENT, LLC

KSI TRUST

KIMEAST, INC.

KIMEX INDUSTRIAL, INC.

KIMEX JUAREZ, INC.

KIMEX PACHUCA, INC.

KIMEX PUERTA DE HIERRO, INC.

KIMEX REYNOSA HOLDINGS, INC.

KIMEX SALTILLO HOLDING, INC.

KIMEX SALTILLO HOLDING 1, INC.

KIMEX SENDERO NORTE HOLDING I, INC.

KIMEX SENDERO NORTE HOLDING II, INC.

KIMEX TRS INVESTMENT, INC.

KIMNET SILER QRS, INC.

KIMPIR JV, INC.

KIMRED GROVE, INC.

226

KIMSCHOTT, INC.

KIMSTRAUSS 184, INC.

KIMSWORTH INC.

KIMSWORTH OF ALABAMA, INC.

KIMSWORTH OF ARIZONA, INC.

KIMSWORTH OF COLORADO, INC.

KIMSWORTH OF FLORIDA, INC.

KIMSWORTH OF GEORGIA, INC.

KIMSWORTH OF ILLINOIS, INC.

KIMSWORTH OF INDIANA, INC.

KIMSWORTH OF KANSAS, INC.

KIMSWORTH OF LOUISIANA, INC.

KIMSWORTH OF MICHIGAN, INC.

KIMSWORTH OF MINNESOTA, INC.

KIMSWORTH OF MISSOURI, INC.

KIMSWORTH OF NEBRASKA, INC.

KIMSWORTH OF NEW JERSEY, INC.

KIMSWORTH OF NEW MEXICO, INC.

KIMSWORTH OF OHIO, INC.

KIMSWORTH OF PENNSYLVANIA, INC.

KIMSWORTH OF TEXAS, INC.

KIMWEST SKYLINE 1296, INC.

KIMWEST 186, INC.

KIMVEN CORPORATION

KIMZAY BLOOMINGTON, INC.

KIMZAY CORPORATION

KIMZAY GEORGIA, INC.

KIMZAY GREENWOOD, INC.

KIMZAY OF FLORIDA, INC.

KIMZAY OF ILLINOIS, INC.

KIMZAY WINSTON-SALEM, INC.

KUBS INCOME FUND I GP BUSINESS TRUST

KUBS INCOME FUND I LP BUSINESS TRUST

KWS 1012, INC.

MANHASSET VENTURE, LLC

MANMORT, INC.

MANETTO HILLS ASSOCIATES, INC.

MC KIM CORP.

MC MORT CORP.

MILMAR REALTY CORPORATION

NORBER TRUST

NW MP 1006, INC.

NYCBLK, INC.

OWL HOLDINGS, INC.

PASSIVE INVESTORS, INC.

PERMELYNN CORPORATION

227

PERMELYNN OF BRIDGEHAMPTON, INC.

PERMELYNN OF WESTCHESTER, INC.

POTOMAC RUN, LLC

RCS HOLDING CORP.

RICH HILL, INC.

ROCKINGHAM 620, INC.

SS 1005, INC.

SANNDREL INC.

SANNDREL OF HARRISBURG, INC.

SANNDREL OF PENNSYLVANIA TRUST

SANNDREL OF VIRGINIA, INC.

SI 1339, INC.

SP 255, INC.

ST. ANDREWS SHOPPING CENTER CORP. OF CHARLESTON

SUTTON SQ. CORP.

THE KIMCO CORPORATION

WALL REALTY INC.

WOODSO CORP.

KIMCO PERGAMENT, INC.

KIMCO PREFERRED INVESTOR, XLVI, INC.

KIMWEST HOSPITALITY INC.

KPT JENSEN BEACH, INC.

228

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-126756) and Form S-8 (Nos. 333-61323, 333-85659, 033-80729, 033-77670, 033-51864 and 333-62626) of Kimco Realty Corporation and Subsidiaries of our report dated March 6, 2006, relating to the consolidated  financial statements, financial statement schedules,  management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in this Form 10-K. 

/s/ PricewaterhouseCoopers LLP

New York, New York

March 6, 2006

229

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Milton Cooper, Chief Executive Officer, certify that:

1.  I have reviewed this annual report on Form 10-K 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 we 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 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:  March 6, 2006
	/s/ Milton Cooper
	Milton Cooper
	Chief Executive Officer

230

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael V. Pappagallo, Chief Financial Officer, certify that:

1.  I have reviewed this annual report on Form 10-K 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 we 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 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:  March 6, 2006
	/s/ Michael V. Pappagallo
	Michael V. Pappagallo
	Chief Financial Officer

231

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, 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 of the Company for the year ended December 31, 2005 (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:  March 6, 2006
	/s/ Milton Cooper
	Milton Cooper
	Chief Executive Officer
Date:  March 6, 2006
	/s/ Michael V. Pappagallo
	Michael V. Pappagallo
	Chief Financial Officer

232