Cedar-South Philadelphia I, LLC
Cedar-South Philadelphia II, LLC
Cedar Shopping Centers Partnership, L.P.
44 South Bayles Avenue
Port Washington, New York 11050
October 31, 2003
SPSP Corporation
Passyunk Supermarket, Inc.
Twenty Fourth Street Passyunk Partners, L.P.
44 West Lancaster Avenue, Suite 110
Ardmore, Pennsylvania 19003
Re: 2301-11 Oregon Avenue, Philadelphia, Pennsylvania, 2426 South
23rd Street, Philadelphia, Pennsylvania and 2300 W. Passyunk
Avenue, Philadelphia, Pennsylvania (collectively, the
"Property")
Gentlemen:
This letter ("Third Amendment Letter") amends (i) that certain Agreement
to Enter Into Net Lease dated as of April 23, 2003 (the "Agreement") among
Cedar-South Philadelphia I, LLC ("Cedar") and SPSP Corporation ("SPSP"),
Passyunk Supermarket, Inc. ("Passyunk") and Twenty Fourth Street Passyunk
Partners, L.P. ("24th Street"; SPSP, Passyunk and 24th Street are collectively
referred to herein as the "Owners"), as amended by letter agreement dated May
15, 2003 (the "First Amendment Letter") and by letter agreement dated June 18,
2003 (the "Second Amendment Letter"). Any undefined capitalized terms used
herein shall have the meanings ascribed to them in the Agreement, as amended by
the First Amendment Letter and the Second Amendment Letter.
The parties hereto hereby covenant and agree as follows:
1. Section 21 of the Agreement is amended by adding the following:
If Owners deliver to Cedar a lease (the "Teddy's Lease") for a
Teddy's Department Store (or similar trade name) for
approximately 9,400 square feet of the space formerly occupied
by Eckerd's upon the terms set forth below, then, effective upon
delivery of the Teddy's Lease, Cedar shall apply any amounts
received under the Teddy's Lease (the "Teddy's Credit") against
the Offset Amount thereafter permitted to be deducted by Cedar
from each monthly installment of basic rent payable under the
Net Lease pursuant to this Section 21. Cedar shall continue to
thereafter apply the Teddy's Credit against the Offset Amount
during the Leasing Period. The lease terms referred to above
are:
Rent: $15 per square foot per annum plus a 10%
increase after 5 years
Term: 10 years plus options
Tenant: New corporation to be formed by company
operating Teddy's Department Store or similar
trade name Rent
Commencement: 60 days after delivery or opening for business
Landlord's Work: Vanilla box plus obtaining Certificate of
Occupancy or equivalent
Any reduction in the Offset Amount by reason of the application of the
Teddy's Credit pursuant to this paragraph shall be in addition to any
reduction set forth in the formula to calculate the Offset Amount
contained in the second sentence of this Section 21.
2. Except as amended by this Third Amendment Letter, the terms and
provisions of the Agreement, the First Amendment Letter and the Second Amendment
Letter remain unmodified and in full force and effect. Any future reference to
the Agreement, shall be deemed to be a reference to the Agreement, as amended by
the First Amendment Letter, the Second Amendment Letter and this Third Amendment
Letter as it may, from time to time, hereafter be further amended.
3. This Agreement may be executed in any number of counterparts,
each of which shall constitute an original, but all of which, taken together,
shall constitute but one and the same instrument.
[SIGNATURES BEGIN ON FOLLOWING PAGE]
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Kindly acknowledge your agreement with the foregoing by signing this
letter agreement in the space provided below.
Cedar-South Philadelphia I, LLC
By: /s/ Brenda J. Walker
--------------------------------
Name: Brenda J. Walker
Title: Vice President
Cedar-South Philadelphia II, LLC
By: /s/ Brenda J. Walker
--------------------------------
Name: Brenda J. Walker
Title: Vice President
Cedar Shopping Centers Partnership,
L.P.
By: Cedar Shopping Centers, Inc.
By: /s/ Brenda J. Walker
---------------------------
Name: Brenda J. Walker
Title: Vice President
AGREED AND ACKNOWLEDGED:
SPSP Corporation
By: /s/ Gary E. Erlbaum
---------------------------
Name: Gary E. Erlbaum
Title: President
Passyunk Supermarket, Inc.
By: /s/ Gary E. Erlbaum
---------------------------
Name: Gary E. Erlbaum
Title: President
Twenty Fourth Street Passyunk Partners, L.P.
By: Twenty Fourth Street Passyunk Corporation, its general partner
By: /s/ Neil A. Klinger
---------------------------
Name: Neil A. Klinger
Title: Vice President
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