SECOND AMENDMENT TO LOAN AGREEMENT
----------------------------------
This SECOND AMENDMENT TO LOAN AGREEMENT (hereinafter, the "Second
Amendment") is dated as of November 2, 2004, by and among FLEET NATIONAL BANK, a
national banking association having an address at c/o Bank of America,
IL1-231-10-52, 231 South LaSalle Street, Chicago, Illinois 60697, as
Administrative Agent (hereinafter, the "Administrative Agent"), FLEET NATIONAL
BANK, COMMERZBANK AG NEW YORK BRANCH, a lending institution having an address at
2 World Financial Center, New York, New York 10281, PB CAPITAL CORPORATION, a
lending institution having an address at 590 Madison Avenue, New York, New York
10022, MANUFACTURERS AND TRADERS TRUST COMPANY, a lending institution having an
address at One M & T Plaza, Buffalo, New York 14240, SOVEREIGN BANK, a lending
institution having an address at 75 State Street, Boston, Massachusetts 02109,
RAYMOND JAMES BANK, FSB, a lending institution having an address at 710 Carillon
Parkway, St. Petersburg, Florida 33716, CITIZENS BANK, a lending institution
having an address at 3025 Chemical Road 194-0245, Suite 245, Plymouth Meeting,
Pennsylvania 19462, and the other lending institutions which are or may
hereafter become parties to the Loan Agreement (as defined below), as the
Lenders (collectively, the "Lenders"), and CEDAR SHOPPING CENTERS PARTNERSHIP,
L.P., a Delaware limited partnership having an address at 44 South Bayles
Avenue, Port Washington, New York 11050, as the Borrower (hereinafter, the
"Borrower").
All capitalized terms not otherwise defined herein shall have the same
meaning ascribed to such terms and set forth under the Loan Agreement.
BACKGROUND
----------
WHEREAS, the Administrative Agent, Lenders and Borrower have entered
into a certain loan arrangement (hereinafter, the "Loan Arrangement") evidenced
by, among other documents, instruments and agreements, that certain Loan
Agreement dated as of January 30, 2004, as amended by that certain First
Amendment to Loan Agreement dated as of June 16, 2004 (hereinafter,
collectively, the "Loan Agreement"), and those certain promissory notes dated as
of January 30, 2004 executed by the Borrower in favor of the Lenders in the
original aggregate principal amount of $100,000,000.00 (hereinafter,
individually and collectively, the "Note"); and
WHEREAS, the Administrative Agent, Lenders and Borrower have agreed to
amend the Loan Agreement as more particularly set forth herein.
Accordingly, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, it is hereby agreed by and among
the Administrative Agent, Lenders and Borrower as follows:
1. Section 1.3 of the Loan Agreement is hereby amended by
deleting the reference contained therein to "ONE HUNDRED
MILLION DOLLARS ($100,000,000.00)" and replacing same with
"TWO HUNDRED MILLION DOLLARS ($200,000,000.00)".
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2. Section 2.1.1(i) of the Loan Agreement is hereby deleted in
its entirety and shall be replaced with the following:
"(i) Subject to all of the terms and conditions
hereof, the Lenders hereby agree to lend to Borrower, and
Borrower may borrow, reborrow and repay from time to time sums
(the "Loan Advances") between the date hereof and the Maturity
Date; provided, that (a) the aggregate of (1) the outstanding
principal balance of the Loan plus (2) the L/C Exposure, shall
at no time exceed (b) the least of (1) the Established Loan
Amount, (2) the Total Commitment, or (3) the Availability (the
least of (1), (2) or (3), the "Maximum Loan Amount")."
3. Section 2.1.1(iii) of the Loan Agreement is hereby deleted in
its entirety and shall be replaced by the following:
"(iii) Provided no Default or Event of Default shall then be
in existence, the Borrower shall have the right, on any one
(1) or more occasions prior to the Maturity Date, to elect to
increase the Established Loan Amount; provided, however, that
(i) the amount of each such increase shall not be less than
Twenty Million ($20,000,000.00) Dollars, (ii) the aggregate
amount of all such increases shall not cause the Established
Loan Amount to exceed Two Hundred Million ($200,000,000.00)
Dollars, and (iii) after any such increase the Established
Loan Amount shall not exceed the Total Commitments (as such
may be increased after the date hereof) as determined by the
Administrative Agent. Such right may be exercised by the
Borrower by written notice to the Administrative Agent, which
election shall designate the increased Established Loan
Amount. The Borrower shall execute, deliver and satisfy, and
shall cause each Loan Party to execute, deliver, and satisfy,
any and all documentation and other conditions reasonably
required by the Administrative Agent in order to evidence and
effectuate the increase in the Established Loan Amount,
including, without limitation, any new or replacement Note as
may be required by any Lender increasing its Commitment or any
new Lender issuing a new Commitment. Any such increase of the
Established Loan Amount shall not be effective until written
confirmation from the Administrative Agent to the Borrower and
the Lenders of such increased amount and the confirmation that
such amount does not exceed the Total Commitments. In
connection with any increase in the Established Loan Amount,
no Lender shall be required to increase the amount of such
Lender's Commitment."
4. The introductory paragraph of Section 2.1.2 of the Loan
Agreement is hereby deleted in its entirety and shall be
replaced with the following:
-2-
"2.1.2 Procedures and Limits. Until the Maturity
Date, the Lenders shall, subject to the compliance with all of
the other terms, conditions and provisions of this Agreement
and there then occurring no Default or Event of Default, make
disbursements to Borrower of Loan Advances in installments in
accordance with the following:"
5. Section 2.3.8(iii) of the Loan Agreement is hereby deleted in
its entirety.
6. Section 2.4.2 of the Loan Agreement is hereby deleted in its
entirety and shall be replaced with the following:
"2.4.2 Line Fee. Borrower agrees to pay an unused
line fee (the "Line Fee") to the Administrative Agent, for the
pro rata benefit of the Lenders. The amount of the Line Fee on
any given day shall equal the Line Percentage multiplied by
the amount on such day by which the Total Commitments exceed
the sum of (a) the outstanding principal balance of the Loan,
and (b) the L/C Exposure. The Line Fee shall be payable to the
Administrative Agent quarterly in arrears on the first day of
each calendar quarter for the immediately preceding calendar
quarter or portion thereof, with a final payment on the
Maturity Date and the first and last payments to be prorated
based upon the partial calendar quarters to which they apply."
7. Section 3.4 of the Loan Agreement is hereby amended by adding
new subsection 3.4.4 as follows:
"In addition to all other rights of the Administrative Agent
with respect to the removal of the Lake Raystown Shopping
Plaza as a Borrowing Base Property under this Agreement, the
Administrative Agent shall be permitted to remove the Lake
Raystown Shopping Plaza as a Borrowing Base Property upon the
occurrence of (i) the termination of that certain Lease
Agreement dated July 15, 1993, as amended and supplemented by
an Amendment to Lease dated May 13, 1994, a Lease Commencement
Agreement dated July 26, 1995, a Letter Agreement dated
January 21, 1999, a Second Amendment to Lease dated January
19, 2000 and a Letter Agreement dated February 19, 2002, by
and between Cedar Lake Raystown, LLC (the "Landlord"), as
successor in interest to Greater Huntingdon and Co., Inc., and
Giant Food Stores, LLC (the "Tenant"), as successor in
interest to Giant Food Stores, Inc., with regard to a shopping
center located within the Lake Raystown Shopping Plaza
containing approximately 39,244 square feet, and (ii) the
relocation of the Tenant to a separate shopping center
facility located on a parcel of land adjacent to the Lake
Raystown Shopping Plaza (the "Adjacent Property"), consisting
of approximately 25.553 acres and owned by Cedar Raystown
Land, LLC, an affiliate of the Landlord, and a subsidiary of
the Borrower (the "CR Subsidiary"); provided, however, that
the Administrative Agent shall not remove the Lake Raystown
-3-
Shopping Plaza as a Borrowing Base Property solely as a result
of any such termination and relocation if, simultaneous with
such termination and relocation, the Borrower and the CR
Subsidiary (i) enter into such agreements with the
Administrative Agent, (ii) execute such documents, and (iii)
perform all other acts, as are necessary to (a) cause the
Adjacent Property and the Lake Raystown Shopping Plaza to be
deemed to be one (1) combined property for the purpose of
determining whether such combined property (the "Combined Lake
Raystown Property") shall be added as a Borrowing Base
Property, and (b) add the Combined Lake Raystown Property as a
Borrowing Base Property in accordance with the terms and
conditions of this Agreement. The Administrative Agent and the
Borrower hereby agree that the fueling station located within
the Lake Raystown Shopping Plaza containing approximately
27,547 square feet, and subject to that certain Lease
Agreement dated January 19, 2000, by and between Landlord, as
successor in interest to Greater Raystown Associates, and
Tenant, as successor in interest to Giant Food Stores, Inc.,
shall not be included in the determination of whether the
Combined Lake Raystown Property shall be added as a Borrowing
Base Property. In addition, (i) the Borrower shall have a
period of one hundred eighty (180) days in which to relet the
space formerly occupied by the Tenant in the Lake Raystown
Shopping Plaza, (ii) the Occupancy Ratio for the Combined Lake
Raystown Property shall be permitted to be no less than
seventy-two percent (72%) during such one hundred eighty (180)
day period and (iii) the Combined Lake Raystown Property shall
be deemed to be a Stabilized Asset during such one hundred
eighty (180) day period notwithstanding the fact that the
Occupancy Ratio for the Combined Lake Raystown Property during
such one hundred eighty (180) day period may be less than
eighty percent (80%). Upon the Borrower and the CR Subsidiary
entering into such agreements with the Administrative Agent,
and completing such other actions, as are necessary to add the
Combined Lake Raystown Property as a Borrowing Base Property
in accordance with the terms and conditions of this Agreement,
the Administrative Agent shall advise the Borrower of the
Adjusted Appraised Value of the Combined Lake Raystown
Property."
8. Section 3.5 of the Loan Agreement is hereby amended by
deleting the introductory paragraph thereof and replacing same
with the following:
"3.5 Additional Borrowing Base Property. From time to time
during the term of this Agreement following Borrower's written
request ("Additional Collateral Request"), compliance with the
provisions of this Section 3.5, and compliance with the
requirements for inclusion as a Borrowing Base Property, as
set forth in the definition thereof, the Lenders shall
authorize the Administrative Agent to accept one or more
Individual Properties as Borrowing Base Properties (as
identified by the Borrower in its written request) to be held
by the Administrative Agent as Collateral. The Lenders shall
agree to the acceptance of the Individual Property as an
additional Borrowing Base Property only upon the satisfaction
of the following conditions, in a manner reasonably acceptable
to the Administrative Agent and the Required Lenders:"
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9. Section 7.21 of the Loan Agreement is hereby deleted in its
entirety and shall be replaced with the following:
"7.21 Fixed Charge Ratio. The Fixed Charge Ratio as
determined as of (i) each Calculation Date on or prior to
December 31, 2005 shall be not less than 1.35:1, and (ii) each
Calculation Date following December 31, 2005 shall be not less
than 1.50:1. The Fixed Charge Ratio covenant shall be tested
by the Administrative Agent as of each Calculation Date with
results based upon the results for the most recent Calculation
Period, such calculation and results to be verified by the
Administrative Agent."
10. Section 7.24 of the Loan Agreement is hereby deleted in its
entirety and shall be replaced with the following:
"7.24 Variable Rate Debt. The aggregate Pro Rata
amount of the Debt (including the Loan) of the Consolidated
CSC Entities and the Unconsolidated CSC Entities which is
Variable Rate Indebtedness shall not exceed forty (40%)
percent of the Total Asset Value on or prior to December 31,
2005, provided, however, that commencing on January 1, 2006
and at all times thereafter, such amount shall not exceed
thirty (30%) percent of the Total Asset Value."
11. Section 8.4.2 of the Loan Agreement is hereby deleted in its
entirety.
12. Section 8.4.3 of the Loan Agreement is hereby deleted in its
entirety and shall be replaced with the following:
"8.4.3. Individual Property secured Debt of the Borrower, CSC
or any Borrower Subsidiary which is recourse to the Borrower
or CSC consistent with customary project finance market terms
and conditions (excluding the construction loan facility on
the property located at 32nd Street and Trindle Road, Camp
Hill, Pennsylvania 17011) in an amount not to exceed
$50,000,000.00 in the aggregate outstanding at any one time,
provided that the Borrower will be in compliance with the
Financial Covenants considering the consequences of the
incurrence of such Debt"
13. Section 15.1 of the Loan Agreement is hereby amended by
deleting the following text set forth on Page 67 of the Loan
Agreement:
"Fleet National Bank
100 Federal Street
Boston, Massachusetts 02110
Attention: James L. Keough
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Mail Stop: MA DE 10008H
FAX Number: (617) 434-6384
And
Attention: Commercial Real Estate Loan Administration Manager"
and replacing the same with the following:
"Fleet National Bank
c/o Bank of America
231 South LaSalle Street, 10th Floor
Chicago, Illinois 60622
Attention: Mark A. Mokelke
FAX Number: (312) 828-3600"
14. The definition of the term "Adjusted Capitalized Value" is
hereby deleted in its entirety and shall be replaced with the
following:
"Adjusted Capitalized Value. With respect to any Borrowing
Base Property, (i) which is a Stabilized Asset, the most
recent fiscal quarter Adjusted Net Operating Income for such
Borrowing Base Property, annualized, capitalized at a nine
percent (9.00%) capitalization rate (which capitalization rate
may be adjusted once during the remaining term of the Loan at
the request of (i) the Required Lenders only upon the exercise
by the Borrower of its rights under Section 2.2.3 of this Loan
Agreement; provided, however, that any such adjustment by the
Required Lenders shall not result in the increase of the
capitalization rate by more than fifty (50) basis points, or
(ii) the Borrower, which such request of the Borrower shall be
subject to the prior written approval of the Required Lenders)
and (ii) which is a Non-Stabilized Asset, undepreciated Book
Value (as reported on the financial statements for the subject
Borrowing Base Property Owner)."
15. The definition of the term "Applicable Margin" is hereby
deleted in its entirety and shall be replaced with the
following:
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Applicable Margin shall mean, as of November 2, 2004, for LIBO
Rate Loans the following:
- --------------------- ------------------ -----------------
Level Leverage Applicable
Ratio Margin for
LIBO Rate
Loans
- --------------------- ------------------ -----------------
1 Leverage 150 basis
Ratio<50% points
- --------------------- ------------------ -----------------
2 Leverage 165 basis
Ratio=>50% points
to <60%
- --------------------- ------------------ -----------------
3 Leverage 185 basis
Ratio=>60% points
to <65%
- --------------------- ------------------ -----------------
4 Leverage 205 basis
Ratio =>65% points
- --------------------- ------------------ -----------------
and shall mean, as of November 2, 2004, for Variable Rate
Loans the following:
- --------------------- ------------------ -----------------
Level Leverage Ratio Applicable
Margin for
Variable Rate
Loans
- --------------------- ------------------ -----------------
1 Leverage 0 basis
Ratio<50% points
- --------------------- ------------------ -----------------
2 Leverage 50 basis
Ratio=>50% points
to <60%
- --------------------- ------------------ -----------------
3 Leverage 75 basis
Ratio=>60% points
to <65%
- --------------------- ------------------ -----------------
4 Leverage 100 basis
Ratio =>65% points
- --------------------- ------------------ -----------------
The Applicable Margin shall remain in effect until the
Administrative Agent has provided the Borrower with written
notice (in the manner provided in the Loan Agreement) that the
Applicable Margin has been modified due to a change in the
Leverage Ratio as of any Calculation Date, with any such
change then being implemented retroactively to such
Calculation Date."
16. The definition of the term "Borrowing Base Property
Requirements" is hereby amended by deleting subsection (d)(xi)
thereof and replacing same with the following:
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"(xi) A current environmental Phase I Site Assessment
performed by a firm reasonably acceptable to the
Administrative Agent within six (6) months of submission to
the Administrative Agent, which indicates the property is free
from recognized hazardous materials or substances apparent
from the inspection, or affected by such environmental matters
as may be reasonably acceptable to the Administrative Agent
and each of the Lenders in their sole and absolute
discretion."
17. The definition of the term "Borrowing Base Value" is hereby
deleted in its entirety and shall be replaced with the
following:
"Borrowing Base Value shall mean, as of each Calculation Date,
(i) for each Borrowing Base Property which is a Stabilized
Asset, the greater of (x) the Adjusted Appraised Value of such
Borrowing Base Property, as determined by the most recent
Appraisal of such Borrowing Base Property, and (y) the
Adjusted Capitalized Value of such Borrowing Base Property,
and (ii) for each Borrowing Base Property which is a
Non-Stabilized Asset, the greater of (x) the Adjusted
Appraised Value of such Borrowing Base Property, as determined
by the most recent Appraisal of such Borrowing Base Property,
and (y) the Adjusted Capitalized Value of such Borrowing Base
Property. Notwithstanding the above, for purposes of
determining the Borrowing Base Value, the Borrowing Base Value
for any Borrowing Base Property as to which an Event of Loss
has occurred shall be equal the greater of (x) the Adjusted
Appraised Value of such Borrowing Base Property, as determined
by the most recent Appraisal of such Borrowing Base Property,
and (y) the Adjusted Capitalized Value of such Borrowing Base
Property for a period equal to the lesser of (i) twelve (12)
months from the occurrence of the Event of Loss, or (ii) the
determination that the subject Borrowing Base Property is not,
or ceases to be, a Restoration Property."
18. The definition of the term "FAD" is hereby deleted in its
entirety.
19. The definition of the term "FFO" is hereby deleted in its
entirety and shall be replaced with the following:
"Adjusted FFO shall mean, for CSC, net income (loss) (computed
in accordance with GAAP), excluding gains (or losses) from (i)
debt restructurings, (ii) sales of real property, and (iii)
extraordinary and/or nonrecurring items, plus real estate
related depreciation and amortization and after adjustments
for unconsolidated partnerships and joint ventures, as set
forth in more detail under the definitions and interpretations
thereof relative to funds from operations promulgated by the
National Association of Real Estate Investment Trusts or its
successor."
20. The definition of the term "Line Percentage" is hereby deleted
in its entirety and shall be replaced with the following:
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"Line Percentage shall mean, on any given day, (a) .20 % per
annum when the balance on such day of the sum of (x) the
outstanding principal balance of the Loan and (y) the L/C
Exposure, is less than fifty percent (50%) of the Total
Commitments, and (b) .15% per annum when the balance on such
day of the sum of (x) the outstanding principal balance of the
Loan and (y) the L/C Exposure, is equal to or greater than
fifty percent (50%) of the Total Commitments."
21. The definition of the term "Permitted Distributions" is hereby
deleted in its entirety and shall be replaced with the
following
"Permitted Distributions shall mean (a) so long as no Event of
Default exists and is continuing, or would be created thereby,
any Distributions by the Borrower and CSC, (i) in any amount,
provided that such Distributions, to the extent not included
in the determination of Adjusted FFO, shall not exceed
ninety-five (95%) percent of Adjusted FFO for the just
completed calendar quarter (with the initial test to be for
the quarter ending December 31, 2005), (ii) concerning the
repurchase or redemption of stock of CSC or partnership
interests in the Borrower, or (iii) concerning the issuance of
operating partnership units or stock in return for equity
interests in connection with any Permitted Investment
(provided, any Distributions by the Borrower or CSC shall be
permitted as are necessary for CSC to maintain REIT status, if
such Distributions are greater than the amounts set forth in
subclause (a)(i), above), or (b) at any time after and during
the continuance of any Event of Default, such Distributions as
are necessary for CSC to maintain REIT status (measured on a
quarterly basis), all of the foregoing tested by the
Administrative Agent on each Calculation Date with results
based upon the results for the most recent Calculation Period,
such calculation and results to be as verified by the
Administrative Agent."
22. The definition of the term "Total Asset Value" is hereby
amended by replacing all references to the amount of "9.25%"
with references to the amount of "9.00% (which capitalization
rate may be adjusted once during the remaining term of the
Loan at the request of (i) the Required Lenders only upon the
exercise by the Borrower of its rights under Section 2.2.3 of
this Loan Agreement; provided, however, that any such
adjustment by the Required Lenders shall not result in the
increase of the capitalization rate by more than fifty (50)
basis points, or (ii) the Borrower, which such request of the
Borrower shall be subject to the prior written approval of the
Required Lenders)".
23. Exhibit B-1 to the Loan Agreement is hereby deleted in its
entirety and shall be replaced with the Exhibit B-1 attached
hereto as Exhibit A.
24. Exhibit G to the Loan Agreement is hereby deleted in its
entirety and shall be replaced with the Exhibit G attached
hereto as Exhibit B.
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25. The Borrower hereby ratifies, confirms, and reaffirms all of
the terms and conditions of the Loan Agreement, and all of the
other documents, instruments, and agreements evidencing the
Loan Arrangement including, without limitation, the Note. The
Borrower further acknowledges and agrees that all of the terms
and conditions of the Loan Arrangement shall remain in full
force and effect except as expressly provided in this Second
Amendment. No novation of the indebtedness evidenced by the
Note, the Loan Agreement or any other Loan Document shall
occur as a result of the execution of this Second Amendment.
26. Any determination that any provision of this Second Amendment
or any application hereof is invalid, illegal or unenforceable
in any respect and in any instance shall not effect the
validity, legality, or enforceability of such provision in any
other instance, or the validity, legality or enforceability of
any other provisions of this Second Amendment.
27. This Second Amendment may be executed in several counterparts
and by each party on a separate counterpart, each of which
when so executed and delivered shall be an original, and all
of which together shall constitute one instrument. In proving
this Second Amendment, it shall not be necessary to produce or
account for more than one such counterpart signed by the party
against whom enforcement is sought.
28. The Loan Agreement, as amended by this Second Amendment,
constitutes the entire agreement of the parties regarding the
matters contained herein and shall not be modified by any
prior oral or written communications.
29. The Borrower acknowledges, confirms and agrees that it has no
offsets, defenses, claims or counterclaims against the
Administrative Agent or the Lenders with respect to any of the
Borrower's liabilities and obligations to the Administrative
Agent or the Lenders under the Loan Arrangement, and to the
extent that the Borrower has any such claims under the Loan
Arrangement, the Borrower affirmatively WAIVES and RENOUNCES
such claims as of the date hereof.
[The balance of this page is intentionally left blank]
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IN WITNESS WHEREOF, this Second Amendment has been executed as a sealed
instrument as of the date first set forth above.
BORROWER:
CEDAR SHOPPING CENTERS PARTNERSHIP, L.P.,
a Delaware limited partnership
By: Cedar Shopping Centers, Inc.,
its general partner
By: /s/ BRENDA J. WALKER
--------------------
Name: Brenda J. Walker
----------------
Title: Vice President
--------------
ADMINISTRATIVE AGENT:
FLEET NATIONAL BANK
By: /s/ MICHAEL EDWARDS
-------------------
Name: Michael Edwards
---------------
Title: Managing Director
-----------------
LENDERS:
FLEET NATIONAL BANK
By: /s/ MICHAEL EDWARDS
-------------------
Name: Michael Edwards
---------------
Title: Managing Director
-----------------
COMMERZBANK AG NEW YORK BRANCH
By: /s/ CHRISTIAN BERRY
-------------------
Name: Christian Berry
---------------
Title: Vice President
--------------
By: /s/ DOUGLAS TRAYNOR
-------------------
Name: Douglas Traynor
---------------
Title: Senior Vice President
---------------------
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PB CAPITAL CORPORATION
By: /s/ PERRY FORMAN /s/ DARYLE S. AGUAM
----------------------------------------
Name: Perry Forman Daryle S. Aguam
------------------------------------
Title: Vice President Assistant Vice President
---------------------------------------------
MANUFACTURERS AND TRADERS TRUST COMPANY
By: /s/ PETER J. OSTROWSKI
----------------------
Name: Peter J. Ostrowski
------------------
Title: Assistant Vice President
------------------------
SOVEREIGN BANK
By: /s/ T. GREGORY DONOHUE
----------------------
Name: T. Gregory Donohue
------------------
Title: Senior Vice President
---------------------
RAYMOND JAMES BANK, FSB
By: /s/ STEVEN PALEY
----------------
Name: Steven Paley
------------
Title: Vice President
--------------
CITIZENS BANK
By: /s/ ROBERT L. SCHOPF
--------------------
Name: Robert L. Schopf
----------------
Title: Vice President
--------------
-12-
EXHIBIT A
EXHIBIT B-1 TO LOAN AGREEMENT
-----------------------------
REQUISITION AND AVAILABILITY CERTIFICATE
----------------------------------------
TO: Fleet National Bank ("Administrative Agent")
RE: Loan Agreement dated as of January 30, 2004 (as amended, the "Loan
Agreement") between Administrative Agent, the lenders described therein and
Cedar Shopping Centers Partnership, L.P. ("Borrower")
LOAN REQUEST NO.:________________
AMOUNT OF LOAN ADVANCE REQUESTED:$__________________
DATE:________________, 200__
This Borrower's Certificate and Request for Loan Advance is submitted by
Borrower to Administrative Agent pursuant to the provisions of the Loan
Agreement in order to induce Lenders to make the Loan Advance identified above.
Capitalized terms used herein which are not otherwise specifically defined shall
have the same meaning herein as in the Loan Agreement.
Borrower hereby requests Lenders to make a Loan Advance under the Notes in
the following amount: $_________________.
The Loan Advance is requested for the following purposes:__________________
________________________________________________________________________________
_______________________________________________________________________________.
The Loan Advance requested of $______________, when added to prior Loan
Advances under the Notes of $________________, plus the L/C Exposure of
$__________________, will result in aggregate Loans plus L/C Exposure of
$_______________.
The types of Loans requested are as follows:
Variable Rate: $__________________
Effective LIBO Rate $___________________
Interest Period________________
$___________________
Interest Period________________
EB-1
The Maximum Loan Amount shall not be exceeded upon the making of the
Loan Advance requested hereunder. Calculations of the Maximum Loan Amount,
current Loan balance, and amount of the Loan available to be advanced and/or
L/C's available to be issued are set forth on the Availability Certificate
annexed hereto.
Borrower hereby certifies, warrants and represents to Administrative
Agent and the Lenders that (except for each condition precedent to Lender's
obligation to make the requested Loan Advance) this request: (i) constitutes an
affirmation by Borrower that, except as otherwise disclosed in writing to the
Administrative Agent, each of the warranties and representations made in the
Loan Agreement, including, without limitation, the Borrower's continued
compliance with the Financial Covenants, as satisfied by the Closing Compliance
Certificate, or once delivered, the most recent Compliance Certificate delivered
by the Borrower to the Agent, remains true and correct in all material respects
as of the date of this request and, unless Administrative Agent is notified to
the contrary prior to the disbursement of the Loan Advance, will be so on the
date of such Loan Advance; and (ii) constitutes the representation and warranty
of Borrower that the information set forth in this request is true, accurate and
complete in all material respects.
The Borrower hereby further certifies, warrants and represents to
Administrative Agent and the Lenders that: (i) to the best of the Borrower's
knowledge, the financial information provided by the Borrower to the Agent
remains true and accurate in all material respects; (ii) the Borrower is in
compliance with the financial covenants contained in the Loan Agreement to the
extent set forth below; (iii) to the best of the Borrower's knowledge, an Event
of Default which is continuing has not occurred under the Loan Agreement or any
of the other Loan Documents.
- --------------------------------------------------------------------------------------------------------------------
COVENANT REQUIREMENT ACTUAL
- --------------------------------------------------------------------------------------------------------------------
Interest Expense Coverage Not less than 2.00:1
- --------------------------------------------------------------------------------------------------------------------
Leverage Ratio Less than 70%
- --------------------------------------------------------------------------------------------------------------------
Fixed Charge Ratio On or prior to December 31,
2005: Not less than 1.35:1
Following December 31, 2005:
Not less than 1.50:1
- --------------------------------------------------------------------------------------------------------------------
Borrower's Net Worth Not less than 85% of the
Borrower's Net Worth as of December 31,
2003, plus 85% of cumulative net cash
proceeds, as set forth in the Loan
Agreement
- --------------------------------------------------------------------------------------------------------------------
EB-2
- --------------------------------------------------------------------------------------------------------------------
Occupancy Ratio for Borrowing Not less than 85% for the
Base Properties aggregate of all Borrowing
Base Properties, and not less
than 80% for each individual
Borrowing Base Property
- --------------------------------------------------------------------------------------------------------------------
Aggregate Pro Rata amount of Prior to, and including,
the Variable Rate Indebtedness December 31, 2005: Less than
of the Consolidated CSC 40% of the Total Asset Value
Entities and the Unconsolidated Commencing January 1, 2006:
CSC Entities Less than 30% of the Total
Asset Value
- --------------------------------------------------------------------------------------------------------------------
Calculations of the Financial Covenants are set forth in the Closing
Compliance Certificate, or once delivered, the most recent Compliance
Certificate delivered by the Borrower to the Agent.
This request is submitted to Administrative Agent for the purpose of
inducing Lenders to make a Loan Advance and Borrower intends that Administrative
Agent and the Lenders shall rely upon the same being true, accurate and complete
in all material respects.
If all conditions precedent to Lenders' obligation to make a Loan
Advance are satisfied, please disburse the Loan Advance on ______________,
200__.
WITNESS the execution hereof as an instrument under seal as of the
_______ day of _____________, 200__.
CEDAR SHOPPING CENTERS PARTNERSHIP, L.P.,
a Delaware limited partnership
By: Cedar Shopping Centers, Inc.,
its general partner
By: _________________________
Name: _______________________
Title: ______________________
EB-3
AVAILABILITY CERTIFICATE
------------------------
1. MAXIMUM LOAN AMOUNT
a. Established Loan Amount $___,000,000.00
b. Total Commitment $___,000,000.00
c. Availability (calculated below) $_________
lesser of (a), (b) and (c) $_________
2. LOAN BALANCE
a. Outstanding Balance of Loan $_________
plus
b. L/C Exposure $_________
(a) plus (b) $_________
3. AMOUNT OF LOAN AVAILABLE TO BE ADVANCED AND/OR L/C'S
AVAILABLE TO BE ISSUED
1 minus 2 $_________
EB-4
AVAILABILITY CALCULATION
------------------------
a. Aggregate Borrowing Base Value* $__________
(calculated below)
Multiplied by 65% $__________
b. Implied Loan Amount $__________
(calculated below)
lesser of (a) or (b) $_________
EB-5
*BORROWING BASE VALUE CALCULATION
---------------------------------
(prepare for each Borrowing Base Property)
(a) If Stabilized Asset
(i) Adjusted Appraised Value $____________
(as determined by the most recent
Appraisal of such Borrowing Base Property)
(ii) Adjusted Capitalized Value** $_____________
(calculated below)
**Adjusted Capitalized Value Calculation (For Stabilized Asset)
Adjusted Net Operating Income for most recent
fiscal quarter, annualized $______________
capitalized at 9.00% $_________
(b) If Non-Stabilized Asset
(i) Adjusted Appraised Value $_____________
(as determined by the most recent
Appraisal of such Borrowing Base Property)
(ii) Adjusted Capitalized Value $_____________
(Undepreciated Book Value)
EB-6
CALCULATION OF BORROWING BASE VALUE IF EVENT OF LOSS HAS OCCURRED
-----------------------------------------------------------------
(i) Adjusted Capitalized Value $_________
(calculated in the manner set forth
above for Stabilized Asset, subject
to the limits of Borrowing Base Value,
or Non Stabilized Asset, as applicable)
Multiplied by 65% $_________
EB-7
Implied Loan Amount Calculation
-------------------------------
Principal amount which generates Implied Debt Service Coverage Ratio of 1.60 to
1.00, calculated in accordance with the worksheet which is to be annexed hereto.
EB-8
EXHIBIT B
EXHIBIT G TO LOAN AGREEMENT
COMPLIANCE CERTIFICATE
TO: The Administrative Agent and Lenders party to the Loan Agreement
Described Below
This Compliance Certificate is furnished pursuant to that certain Loan
Agreement dated as of January 30, 2004 (as amended, the "Loan Agreement"), among
Cedar Shopping Centers Partnership, L.P. ("Borrower"), Fleet National Bank, as
Administrative Agent and the Lenders identified therein. Unless otherwise
defined herein, capitalized terms used in this Compliance Certificate have the
meanings ascribed thereto in the Loan Agreement.
THE UNDERSIGNED HEREBY CERTIFIES THAT:
1. I am the duly elected/authorized ______________________ of Cedar
Shopping Centers, Inc., general partner of the Borrower.
2. I have reviewed the terms of the Loan Agreement and I have made, or
have caused to be made under my supervision, a review of the transactions and
conditions of the Borrower during the accounting period covered by the attached
financial statements.
3. The examinations described in paragraph 2 did not disclose, and I
have no knowledge of, the existence of any condition or event which constitutes
an Event of Default or an event which, with notice or the passage of time or
both, would constitute an Event of Default during or at the end of the
accounting period covered by the attached financial statements or as of the date
of this Certificate, except as set forth below.
4. Schedule 1 attached hereto sets forth financial data and
computations at and for the period ending __________ evidencing the Borrower's
compliance with certain covenants of the Loan Agreement, except as set forth
below, all of which data and computations are true, complete and correct in all
material respects to my knowledge.
Described below are the exceptions, if any, to paragraphs 3 and 4,
listing the nature of the condition or event, the period during which it has
existed and the action which the Borrower has taken, is taking, or proposes to
take with respect to each such condition or event:
________________________________________________________________________________
________________________________________________________________________________
EG-1
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
this ____ day of ____________, 200____.
CEDAR SHOPPING CENTERS PARTNERSHIP, L.P.,
a Delaware limited partnership
By: Cedar Shopping Centers, Inc.,
its general partner
By: _____________________________
Name: _____________________________
Title: _____________________________
EG-2
SCHEDULE 1 TO COMPLIANCE CERTIFICATE
- --------------------------------------------------------------------------------------------------------------------
COVENANT REQUIREMENT ACTUAL
- --------------------------------------------------------------------------------------------------------------------
Interest Expense Coverage Not less than 2.00:1
- --------------------------------------------------------------------------------------------------------------------
Leverage Ratio Less than 70%
- --------------------------------------------------------------------------------------------------------------------
Fixed Charge Ratio On or prior to December 31,
2005: Not less than 1.35:1
Following December 31, 2005:
Not less than 1.50:1
- --------------------------------------------------------------------------------------------------------------------
Borrower's Net Worth Not less than 85% of the
Borrower's Net Worth as of
December 31, 2003, plus 85%
of cumulative net cash
proceeds, as set forth in the
Loan Agreement
- --------------------------------------------------------------------------------------------------------------------
Occupancy Ratio for Borrowing Not less than 85% for the
Base Properties aggregate of all Borrowing
Base Properties, and not less
than 80% for each individual
Borrowing Base Property
- --------------------------------------------------------------------------------------------------------------------
Aggregate Pro Rata amount of Prior to, and including,
the Variable Rate Indebtedness December 31, 2005: Less than
of the Consolidated CSC 40% of the Total Asset Value
Entities and the Unconsolidated Commencing January 1, 2006:
CSC Entities Less than 30% of the Total
Asset Value
- --------------------------------------------------------------------------------------------------------------------
EG-3