SPSP CORPORATION
PASSYUNK SUPERMARKET, INC.
TWENTY FOURTH STREET PASSYUNK PARTNERS, L.P.
44 West Lancaster Avenue, Suite 110
Ardmore, Pennsylvania 19003
July 29, 2003
Cedar-South Philadelphia I, LLC
Cedar-South Philadelphia II, LLC
Cedar Income Fund Partnership, L.P.
44 South Bayles Avenue
Port Washington, New York 11050
Re: 2301-11 Oregon Avenue, Philadelphia, Pennsylvania 2426 South
23rd Street, Philadelphia, Pennsylvania 2300 W. Passyunk Avenue,
Philadelphia, Pennsylvania
Gentlemen:
Reference is hereby made to (i) that certain Agreement to Enter Into Net
Lease (the "Agreement to Enter Into Net Lease"), dated April 23, 2003, as
amended, among SPSP Corporation, Passyunk Supermarket, Inc., Twenty Fourth
Street Passyunk Partners, L.P. (collectively, "Owner") and Cedar-South
Philadelphia 1, LLC ("Tenant") and (ii) that certain Lease (the "Lease"),
contemplated to be entered into on the Closing Date (as that term is defined in
the Agreement to Enter Into Net Lease), between Owner, as landlord, and Tenant,
as tenant.
The undersigned hereby agree that:
1. This letter shall amend the Agreement to Enter Into Net Lease
and the Lease as set forth in this paragraph. The fast sentence of Section 14(b)
of the Lease shall be deleted and the following is inserted in lieu thereof:
"The insurance policies shall (except for worker's compensation insurance) name
Landlord as an insured party and Lender as an additional insured party."
2. This letter shall amend the Agreement to Enter Into Net Lease as
set forth in this paragraph. Paragraph 14 of the Agreement to Enter Into Net
Lease shall be deleted and the following is inserted in lieu thereof:
14. SEC Filing and Audit Requirements. Upon Cedar's request,
during the period commencing on the date of this Agreement and
continuing for a period of two (2) years after Closing, the Owners shall
provide Cedar, without any out-of-pocket expense to the Owners, with
copies of, or access to, such factual information as may be reasonably
requested by Cedar, and in the possession or control of the Owners, to
enable Cedar Income Fund, Ltd. to file Form 8-K and comply with other
filing requirements (as specified in Exhibit C attached hereto), if, as
and when such filing may be required by the Securities and Exchange
Commission (the "SEC"). Without limitation of the foregoing,
(i) Cedar or its designated or independent or other accountants may
audit the operating statements of the Owners for the Premises, and the
Owners shall supply such documentation in their possession or control as
Cedar or its accountants may reasonably request in order to complete
such audit, and (ii) the Owners shall furnish Cedar with such financial
and other information as may be reasonably required by Cedar or its
assigns to make any required filings with the SEC or other governmental
authority. This obligation shall survive the Closing for a period of two
(2) years.
3. Tenant, Cedar-South Philadelphia II, LLC and Cedar Income Fund
Partnership, L.P. (collectively, "Cedar") and Owner hereby agree that Cedar
shall not issue any press release or make any other public announcement with
respect to the transactions contemplated by the Agreement to Enter Into Net
Lease (any such press release or public announcement, a "Public Announcement"),
except in accordance with the provisions of this paragraph. If a Public
Announcement shall be required by law or rule or in conjunction with a public
offering by an affiliate of Cedar (a "Permitted Announcement"), Cedar shall
submit to Owner a draft of such Permitted Announcement not less than five (5)
business days prior to the anticipated date of issuing or making such Permitted
Announcement. Cedar need not obtain Owner's approval prior to issuing or making
any Permitted Announcement provided the Permitted Announcement complies with the
penultimate sentence of this paragraph. If a Public Announcement shall be other
than a Permitted Announcement (a "Public Announcement Requiring Approval"),
Cedar shall submit to Owner for Owner's approval (which approval shall not be
unreasonably withheld, conditioned or delayed), a draft of such Public
Announcement Requiring Approval not less than five (5) business days prior to
the anticipated of issuing or making such Public Announcement Requiring
Approval. The parties hereto agree that no Public Announcement shall refer to
the transactions contemplated by the Agreement to Enter Into Net Lease, the
Lease or any other agreement between the parties hereto relating to the Property
as a purchase or acquisition (or similar characterization) of the Property by
Cedar or otherwise state or imply ownership of the Property by Cedar. For
purposes of this paragraph 3, the filing with the SEC of an S-11 Registration
Statement (which may include the Agreement to Enter Into Net Lease as an
exhibit) in connection with a public offering by an affiliate of Cedar shall be
deemed to be a Permitted Announcement and, provided the five (5) business day
period since submission of a draft thereof to Owner has expired and the language
relating to the Agreement to Enter Into Net Lease contained in the revised draft
of such S-11 that is submitted for filing with the SEC has not changed in any
material respect from the draft submitted to the Owner (and remains in
compliance with the preceding sentence), Cedar may file said revised draft of
the S-11 while simultaneously submitting it to Owner.
4. This letter agreement may be executed in several counterparts,
all of which together shall constitute one agreement binding on all parties
hereto, notwithstanding that all the parties have not signed the same
counterpart.
5. The parties hereto execute this letter agreement intending to be
legally bound hereby, and this letter agreement shall be binding upon and inure
to the benefit of the respective successors and assigns of the parties hereto.
6. This letter agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania, without giving
effect to principles of conflicts of
law. With respect to any claim or action arising hereunder, each party (a)
irrevocably submits to the exclusive jurisdiction of the courts of the
Commonwealth of Pennsylvania and the United States District Court located in
Philadelphia County, and appellate courts from any thereof, and (b) irrevocably
waives any objection which it may have at any time to the laying on venue of any
suit, action or proceeding arising out of or relating to this letter agreement
brought in any such court, irrevocably waives any claim that any such suit,
action or proceeding brought in any such court has been brought in an
inconvenient forum.
7. Except as amended by this letter agreement, the terms and
provisions of the Agreement to Enter Into Net Lease remain unmodified and in
full force and effect. Any future reference to the Agreement to Enter Into Net
Lease shall be deemed to be a reference to the Agreement to Enter Into Net
Lease, as amended by this letter agreement and as it may, from time to time,
hereafter be further amended.
[signatures appear on following page]
Kindly acknowledge your agreement with the foregoing by signing this
letter in the space provided below.
SPSP Corporation
By: /s/ William J. Frutkin
--------------------------------
Name: William J. Frutkin
Title: Vice President
Passyunk Supermarket, Inc.
By: /s/ William J. Frutkin
--------------------------------
Name: William J. Frutkin
Title: Vice President
Twenty Fourth Street Passyunk
Partners, L.P.
By: Twenty-Fourth Street Passyunk
Corporation, its general partner
By: /s/ William J. Frutkin
---------------------------
Name: William J. Frutkin
Title: Vice President
AGREED AND ACKNOWLEDGED:
Cedar-South Philadelphia I, LLC
By: /s/ Leo S. Ullman
---------------------------
Name: Leo S. Ullman
Title: President
Cedar-South Philadelphia II, LLC
By: /s/ Leo S. Ullman
---------------------------
Name: Leo S. Ullman
Title: President
Cedar Income Fund Partnership, L.P.
By: Cedar Income Fund, Ltd.
By: /s/ Leo S. Ullman
-----------------------
Name:Leo S. Ullman
Title: President