exv10w6wb






EXHIBIT 10.6.b




AGREEMENT




     Agreement, dated February 5, 2010 (this “Agreement”), by and between Cedar Shopping
Centers, Inc., a Maryland corporation (the “Company”), and RioCan Holdings USA Inc., a
Delaware corporation (the “Purchaser”).



W I T N E S S E T H :




     WHEREAS, the Company and the Purchaser entered into that certain Securities Purchase
Agreement, dated October 26, 2009 (the “Securities Purchase Agreement”), pursuant to which
the Purchaser acquired shares of common stock of the Company (“Common Stock”) and a warrant
to acquire additional shares of Common Stock;



     WHEREAS, the Company and the Purchaser entered into that certain Registration Rights
Agreement, dated October 30, 2009 (the “Registration Rights Agreement”), pursuant to which
the Purchaser was granted certain registration rights with respect to Registrable Securities (as
defined therein and as amended hereby) acquired by the Purchaser pursuant to the Securities
Purchase Agreement;



     WHEREAS, the Company desires to issue and sell to the Purchaser additional shares of Common
Stock and the Purchaser desires to purchase from the Company additional shares of Common Stock;



     WHEREAS, the Company and the Purchaser desire to amend the Registration Rights Agreement to
grant to the Purchaser certain registration rights with respect to additional shares of Common
Stock the Purchaser intends to acquire from the Company;



     WHEREAS, the Company and the Purchaser desire to amend the Securities Purchase Agreement to
correct a typographical error;



     WHEREAS, in connection with a public offering, the Company has entered into that certain
Underwriting Agreement, dated February 2, 2010 (the “Underwriting Agreement”), with KeyBanc
Capital Markets Inc., Raymond James & Associates, Inc. and the other Underwriters (as defined
therein) indentified on Schedule A thereto; and



     WHEREAS, in connection with such public offering, the Company has filed with the Securities
and Exchange Commission the Registration Statement (as defined in the Underwriting Agreement) and
the Prospectus (as defined in the Underwriting Agreement).



     NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good
and valuable consideration set forth herein, the parties hereto agree as follows:



     Section 1. Amendment to Registration Rights Agreement. From and after the date of
this Agreement, the Registration Rights Agreement shall be amended as follows:



 









 






	 	(a)	 	Section 2.1(b) of the Registration Rights Agreement is hereby amended by
deleting the words “one year from the date hereof” and replacing them with the
following words “six months from February 5, 2010”.
	 
	 	(b)	 	Section 1 of the Registration Rights Agreement is hereby amended by (i)
inserting the words “or acquired by” immediately after the words “any shares of Common
Stock issuable to” in clause (a) of the definition of “Registrable Securities”, (ii)
deleting the word “and” immediately after clause (b) of the definition of “Registrable
Securities” and inserting in its place a new clause with the following words “, (c) any
            shares of Common Stock acquired by the Investor prior to the date the Registration
Statement is filed with the Commission, and” and (iii) renumbering what has heretofore
been clause (c) in the definition of “Registrable Securities” as clause (d).





      Section 2. Amendment to Securities Purchase Agreement. From and after the date of
this Agreement, the Securities Purchase Agreement shall be amended as follows:




	 	(a)	 	Section 9.4 of the Securities Purchase Agreement is hereby amended by deleting
the words “Section 9.6(c)” at the end of the last sentence in such section and
replacing them with the following words “Section 9.6(b)”.





     Section 3. Purchase. Subject to the terms and conditions set forth herein, the
Company hereby agrees to issue and sell to the Purchaser, and the Purchaser hereby agrees to
purchase from the Company 1,250,000 shares of Common Stock which shall be validly issued, fully
paid, non-assessable and free and clear of any liens, other than liens created by the Purchaser
(collectively, the “Shares” and each individually, a “Share”), at a purchase price
of $6.60 per Share.



     Section 4. Purchase Price. The purchase price payable by the Purchaser hereunder for
the Shares is $8,250,000.00, which will be paid by the Purchaser to the Company as of the date
hereof by means of a wire transfer to an account and depository designated by the Company to the
Purchaser in writing.



     Section 5. Closing. The closing (the “Closing”) of the transactions
contemplated by this Agreement shall take place as of the date hereof or on such other date as the
parties may mutually agree. At the Closing, (i) the Purchaser shall deliver to the Company the
purchase price as set forth in Section 4 and (ii) the Company shall deliver to the Purchaser (A)
the Shares and (B) an opinion letter from Stroock & Stroock & Lavan LLP in the form attached hereto
as Schedule A.



     Section 6. Representations and Warranties of the Company. As of the date hereof, the
Company makes to the Purchaser those representations and warranties made by the Company in Section
1(a) (Representations and Warranties by the Company and the Operating Partnership) of the
Underwriting Agreement, provided that, for purposes of this Agreement, the word
“Securities” in each such representation and warranty shall be replaced by “Shares”. As of the
date hereof, the Company further makes to the Purchaser that representation and warranty made by
the Company in Section 2.30 (Private Offering) of the Securities Purchase Agreement,



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provided that, for purposes of this Agreement, the word “Shares” shall have
the meaning ascribed thereto in this Agreement.




     Section 7. Representations and Warranties of the Purchaser. The Purchaser makes to
the Company those representations and warranties made by the Purchaser in Sections 3. 1 (Due
Organization), 3.2 (Authorization), 3.3 (No Violations), 3.4 (Investment Intent), 3.5 (No
Registration under Federal or State Securities Laws), 3.6 (Investment Experience), 3.7 (Investment
Risks), 3.10 (Financial Resources) and 3.11 (Opportunity for Independent Investigation) of the
Securities Purchase Agreement, provided that, for purposes of this Agreement, the
word “Shares” shall have the meaning ascribed thereto in this Agreement.



     Section 8. Representations and Warranties of the Parties. Each party hereby
represents and warrants: (i) the execution, delivery and performance of this Agreement is within
its power, has been duly authorized by all necessary action and, where applicable, is not in
contravention of any of its organizational documents; (ii) this Agreement has been duly executed
and delivered by such party; and (iii) this Agreement constitutes the legal, valid and binding
obligation of such party, enforceable against such party in accordance with its terms.



     Section 9. No Other Amendment. Except as and to the extent expressly amended by the
terms and provisions of this Agreement, each of the Registration Rights Agreement and the
Securities Purchase Agreement shall continue in full force and effect unamended. Except as
expressly set forth herein, the execution, delivery and effectiveness of this Agreement shall not
operate as a waiver of any right, power or remedy of the parties under either the Registration
Rights Agreement or the Securities Purchase Agreement, or constitute a waiver of any provision of
the Registration Rights Agreement or the Securities Purchase Agreement.



     Section 10. References to Registration Rights Agreement. On and after the date
hereof, each reference in the Registration Rights Agreement to “this Agreement,” “hereunder,”
“hereof,” “herein” or words of like import referring to the Registration Rights Agreement, and each
reference in any of the agreements or certificates to be delivered in connection with the
Registration Rights Agreement to the “Registration Rights Agreement,” “thereunder,” “thereof” or
words of like import referring to the Registration Rights Agreement, shall mean and be a reference
to the Registration Rights Agreement as amended by this Agreement.



     Section 11. References to Securities Purchase Agreement. On and after the date
hereof, each reference in the Securities Purchase Agreement to “this Agreement,” “hereunder,”
“hereof,” “herein” or words of like import referring to the Securities Purchase Agreement, and each
reference in any of the agreements or certificates to be delivered in connection with the
Securities Purchase Agreement to the “Securities Purchase Agreement,” “thereunder,” “thereof” or
words of like import referring to the Securities Purchase Agreement, shall mean and be a reference
to the Securities Purchase Agreement as amended by this Agreement.



     Section 12. Successors and Assigns. This Agreement is solely for the benefit of and
shall be binding upon the parties and their respective successors and permitted assigns, including,
without limitation, any successor of the Company by merger, acquisition, reorganization,
recapitalization or otherwise. Neither the Company nor the Purchaser may assign this Agreement or
any of its rights, duties or obligations hereunder without the prior written



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consent of the other party; provided, however, that the Purchaser may assign
its rights, duties or obligations hereunder to any affiliate of the Purchaser, provided
that such affiliate agrees to be bound by the terms of this Agreement as a Holder (as such
term is defined in the Registration Rights Agreement). Except as expressly set forth herein,
nothing herein shall be construed to provide any rights to any other entity or individual.




     Section 13. Counterparts. This Agreement may be executed in several counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the
same document.



     Section 14. Headings. Section headings are for convenience only and do not control
or affect the meaning or interpretation of any terms or provisions of this Agreement.



     Section 15. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York governing contracts to be made and performed
therein without giving effect to principles of conflicts of law, and, with respect to any dispute
arising out of this Agreement, each party hereby consents to the exclusive jurisdiction of the
courts sitting in the City of New York as provided in Section 10.15 of the Securities Purchase
Agreement.



     Section 16. Survival of Representations and Warranties. All representations and
warranties contained in this Agreement shall remain operative and in full force and effect
regardless of delivery of and payment for the Shares.



     Section 17. Severability. Should any part, term, condition or provision hereof or
the application thereof be declared illegal, invalid or otherwise unenforceable or in conflict with
any other law by a court of competent jurisdiction, the validity of the remaining parts, terms,
conditions or provisions of this Agreement shall not be affected thereby, and the illegal, invalid
or unenforceable portions of this Agreement shall be and hereby are redrafted to conform with
applicable law, while leaving the remaining portions of this Agreement intact, except to the extent
necessary to conform to the redrafted portions hereof.



     Section 18. Further Assurances. Each party shall duly execute and deliver, or cause
to be duly executed and delivered, such further instruments and documents and to take all such
actions, in each case as may be necessary or proper to carry out the provisions and purposes of
this Agreement.



     Section 19. Entire Understanding. This Agreement and the exhibits attached hereto
state the entire understanding between the parties with respect to the subject matter hereof, and
supersede all prior oral and written communications and agreements, and all contemporaneous oral
communications and agreements, with respect to the subject matter hereof. This Agreement may not
be amended, modified or waived except by an instrument in writing signed by each of the parties
hereto.



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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the
date first written above.



	 	 	 	 	 
	 	
CEDAR SHOPPING CENTERS, INC.

 	 
	 	By:  	/s/ LEO S. ULLMAN
 	 
	 	 	Name:  	Leo S. Ullman 	 
	 	 	Title:  	Chairman and President 	 



	 	 	 	 	 
	 	

RIOCAN HOLDINGS USA INC.

 	 
	 	By:  	/s/ RAGHUNATH DAVLOOR
 	 
	 	 	Name:  	Raghunath Davloor 	 
	 	 	Title:  	Chief Financial Officer 	 




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