exv10w6wc






EXHIBIT 10.6.c




AGREEMENT



     Agreement, dated February 26, 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, as amended by an agreement dated February 5, 2010 (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 Purchaser desires to acquire additional shares of Common Stock through the
reinvestment of cash dividends pursuant to the Company’s Dividend Reinvestment and Direct Stock
Purchase Plan (the “Plan”);



     WHEREAS, the Company and the Purchaser desire to amend the Securities Purchase Agreement to permit
reinvestment of cash dividends by the Purchaser pursuant to the Plan;



     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 Securities Purchase Agreement. From and after the date of this
Agreement, Section 9.6(b) of the Securities Purchase Agreement is hereby amended to read in its
entirety as follows:




     “(b) Notwithstanding the provisions of Section 9.6(a), (A) the Purchaser shall be permitted to
acquire additional shares of Common Stock in the open market in an amount sufficient so as to
maintain its Percentage Interest if the Shares owned by it and its affiliates come to represent
less than its Percentage Interest as a result of (i) the issuance, grant or sale of Common Stock,
options to purchase Common Stock or Common Stock issuable upon the exercise of options or other
equity awards pursuant to any stock option, stock bonus or other stock plan or arrangement adopted
by the Company, (ii) the issuance of securities by the Company in connection with an acquisition,
merger, joint venture or sale or purchase of assets, (iii) any Common Stock issuable upon the
redemption of outstanding Units in the Operating Partnership, or (iv) a Non Eligible Public
Offering; provided, however, that notwithstanding anything to the contrary contained in this
Agreement, if at any time or from time to time the Purchaser does not elect to purchase its
Percentage Interest of New Securities as provided in Section 9.3, then the Percentage Interest
shall automatically be reduced each such time to be calculated on a fully diluted basis at the time
of each closing of the sale of New Securities; and (B) the Purchaser shall be permitted to reinvest
all or part of the cash dividends received on its Common Stock in additional shares of Common Stock
pursuant to the Company’s Dividend Reinvestment and Direct Stock Purchase Plan.”



 









 





     Section 2. 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 3. No Other Amendment. Except as and to the extent previously amended by agreement
dated February 5, 2010 and as expressly amended by the terms and provisions of this Agreement, 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 the Securities Purchase
Agreement, or constitute a waiver of any provision of the Securities Purchase Agreement.



     Section 4. 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 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
pursuant to the agreement dated February 5, 2010 and by this Agreement.



     Section 5. 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. Neither the
Company nor the Purchaser may assign this Agreement or any of its rights, duties or obligations
hereunder without the prior written consent of the other party.



     Section 6. 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 7. 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 8. 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 9. 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



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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 10. 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 11. Entire Understanding. This Agreement states the entire understanding between the
parties with respect to the subject matter hereof, and supersedes 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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