Exhibit 1(l)
KIMCO REALTY CORPORATION
(a Maryland Corporation)
Common Stock
TERMS AGREEMENT
Dated: May 27, 1998
To: Kimco Realty Corporation
3333 New Hyde Park Road
New Hyde Park, New York 11042-0020
Attention: Chairman of the Board of Directors
Dear Sirs:
We understand that Kimco Realty Corporation, a Maryland corporation
(the "Company"), proposes to issue and sell 780,487 shares of its common stock
(the "Common Stock"), $.01 par value per share (the "Underwritten Securities").
Subject to the terms and conditions set forth or incorporated by reference
herein, PaineWebber Incorporated (the "Underwriter") offers to purchase all of
the Underwritten Securities at the purchase price set forth below. The Company
acknowledges that the Underwriter has informed it that the Underwriter intends
to deposit the Underwritten Securities with the trustee of the PaineWebber
Equity Trust REIT Series I (a Unit Investment Trust) (the "Trust"), a registered
unit investment trust under the Investment Company Act of 1940, as amended, for
which PaineWebber Incorporated acts as sponsor and depositor, in exchange for
units (the "Units") in the Trust as soon after the execution and Delivery hereof
as in the judgement of the Underwriter is advisable.
The Underwritten Securities shall have the following terms:
Title of Securities: Common Stock, $.01 par value per share
Number of Shares: 780,487
Purchase price per share: $36.5175
Number of Option Securities: Not Applicable
Delayed Delivery Contracts: Not authorized
Closing date and location: May 29, 1998
Brown & Wood LLP
One World Trade Center
New York, New York 10048
All of the provisions contained in the Underwriting Agreement attached
as Annex A hereto are hereby incorporated by reference in their entirety herein
and shall be deemed to be a part of this Terms Agreement to the same extent as
if such provisions had been set forth in full herein. Terms defined in such
document are used herein as therein defined. In addition, Section 9 of such
Underwriting Agreement shall be amended to include a new subclause (v) to the
following effect:
"or (v) there has occurred any material adverse change in
the financial markets in the United States or any outbreak or
escalation of hostilities or other national or international
calamity or crisis, the effect of which is such as to make it, in
your judgement, impracticable or inadvisable to (x) commence or
continue the offering of the Units (as defined in the applicable
Terms Agreement) to the public or (y) enforce contracts for the
sale of the Units."
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Please accept this offer no later than 7:00 P.M. (New York City time)
on May 27, 1998 by signing a copy of this Terms Agreement in the space set forth
below and returning the signed copy to us.
Very truly yours,
PAINEWEBBER INCORPORATED
By: /s/ David Reynolds
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Name: David Reynolds
Title: Senior Vice President
Accepted:
KIMCO REALTY CORPORATION
By: /s/ Michael V. Pappagallo
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Name: Michael V. Pappagallo
Title: Chief Financial Officer and
Vice President
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