FIRST AMENDMENT TO LOAN AGREEMENT
This FIRST AMENDMENT TO LOAN AGREEMENT (hereinafter, the "First
Amendment") is dated as of June 16th, 2004, by and among FLEET NATIONAL BANK, a
national banking association having an address at 100 Federal Street, Boston,
Massachusetts 02110, 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 (hereinafter, 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 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 fifty percent (50%) of the
Pro Rata amount of such total Debt."
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2. 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.
3. 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.
4. 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 First
Amendment.
5. Any determination that any provision of this First 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 First Amendment.
6. This First 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 First
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.
7. The Loan Agreement, as amended by this First 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.
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IN WITNESS WHEREOF, this First 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/ Patrick W. Galley
---------------------
Name: Patrick W. Galley
Title: Vice President
LENDERS:
FLEET NATIONAL BANK
By: /s/ Patrick W. Galley
---------------------
Name: Patrick W. Galley
Title: Vice President
COMMERZBANK AG NEW YORK BRANCH
By: /s/ Steve Rosamilia
-------------------
Name: Steve Rosamilia
Title: Vice President
By: /s/ Kerstin Micke
-----------------
Name: Kerstin Micke
Title: Assistant Treasurer
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PB CAPITAL CORPORATION
By: /s/ Perry Forman /s/ George S. Arau
----------------- ------------------
Name: Perry Forman George S. Arau
Title: Vice President Associate
MANUFACTURES 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/ William C. Beiler
---------------------
Name: William C. Beiler
Title: Executive VP, Chief Credit Officer
CITIZENS BANK
By: /s/ Robert L. Schopf
--------------------
Name: Robert L. Schopf
Title: Vice President
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