exv10w5wb






EXHIBIT 10.5.b




FIRST AMENDMENT TO LOAN AGREEMENT




     THIS FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”), dated as of April 9, 2010,
is by and among KEYBANK, NATIONAL ASSOCIATION, as Administrative Agent (hereinafter, the
“Administrative Agent”), the Lenders (as hereinafter defined) party hereto and CEDAR
SHOPPING CENTERS PARTNERSHIP, L.P., a Delaware limited partnership, as the Borrower (hereinafter,
the “Borrower”). All capitalized terms not otherwise defined herein shall have the same
meaning ascribed to such terms as set forth under the Loan Agreement (as hereinafter defined).



BACKGROUND




     WHEREAS, (a) the Administrative Agent, (b) Keybank, National Association, Manufacturers and
Traders Trust Company, Regions Bank, Citizens Bank of Pennsylvania, Raymond James Bank, FSB, TD
Bank, N.A., and Tristate Capital Bank, as the lenders (hereinafter, the “Lenders”), and (c)
the Borrower have entered into a certain loan arrangement evidenced by, among other documents,
instruments and agreements, that certain Amended and Restated Loan Agreement, dated as of October
17, 2008 (as amended, modified, restated or supplemented from time to time, the “Loan
Agreement”); and



     WHEREAS, the Administrative Agent, the Required Lenders and the 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, the Required
Lenders and the Borrower as follows:



AGREEMENT




     1. Amendment. The Loan Agreement is amended by adding a new Clause 8.2.6 to the end
of Section 8.2 of the Loan Agreement to read as follows, and by making the appropriate punctuation
and grammatical changes thereto:




     8.2.6. Easements, etc. Liens in connection with easements, rights-of-way,
zoning restrictions and other similar encumbrances affecting real property which, in the
aggregate, do not impose material financial obligations on the Borrower or any Loan Party,
and which do not, in the aggregate, materially detract from the value of the property
subject thereto or materially interfere with the ordinary conduct of the business of such
property or the Loan Party that owns such property.



     2. Effectiveness; Conditions Precedent. This Amendment shall be effective upon
receipt by the Administrative Agent of copies of this Amendment duly executed by the Borrower and
the Required Lenders.













 





     3. Ratification of Loan Agreement. The Borrower acknowledges and consents to the
terms set forth herein and agrees that this Amendment does not impair, reduce or limit any of its
obligations under the Loan Documents. Except as set forth in this Amendment, all of the terms and
conditions of the Loan Agreement shall remain unchanged and shall continue in full force and
effect. All future references to the “Loan Agreement” shall be deemed to be references to the Loan
Agreement as amended by this Amendment.



     4. Authority/Enforceability. The Borrower represents and warrants as follows:




     (a) It has taken all necessary action to authorize the execution, delivery and
performance of this Amendment.




     (b) This Amendment has been duly executed and delivered by the Borrower and constitutes
the Borrower’s legal, valid and binding obligations, enforceable in accordance with its
terms.




     (c) No consent, approval, authorization or order of, or filing, registration or
qualification with, any court or governmental authority or third party is required in
connection with the execution, delivery or performance by the Borrower of this Amendment.




     (d) The execution and delivery of this Amendment does not (i) violate, contravene or
conflict with any provision of its, or its Subsidiaries’ organization documents or (ii)
materially violate, contravene or conflict with any Laws applicable to it or any of its
Subsidiaries.



     5. Representations and Warranties of the Borrower. The Borrower represents and
warrants to the Lenders that after giving effect to this Amendment (a) the representations and
warranties of the Borrower and each other Loan Party contained in Article 6 of the Loan Agreement
or any other Loan Document are true and correct in all material respects on and as of the date
hereof, except to the extent that the representations and warranties in Sections 6.4, 6.7, 6.9 and
6.14 have been modified to reflect events occurring after the date of the Loan Agreement, as same
have been disclosed in writing to the Administrative Agent on or before the date hereof, and except
that the representations and warranties contained in Section 6.8 shall be deemed to refer to the
most recent statements furnished pursuant to Section 7.2 of the Loan Agreement, and (b) no event
has occurred and is continuing which constitutes a Default or an Event of Default.



     6. Release. In consideration of the Lenders entering into this Amendment, the
Borrower hereby release the Administrative Agent, the Lenders and the Administrative Agent’s and
the Lenders’ respective officers, employees, representatives, agents, counsel and directors from
any and all actions, causes of action, claims, demands, damages and liabilities of whatever kind or
nature, in law or in equity, now known or unknown, suspected or unsuspected to the extent that any
of the foregoing arises from any action or failure to act solely in connection with the Loan
Documents on or prior to the date hereof.



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     7. Counterparts/Telecopy. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be an original, but all of which
shall constitute one and the same instrument. Delivery of executed counterparts of this Amendment
by telecopy or .pdf shall be effective as an original.



     8. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.



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     IN WITNESS WHEREOF, this 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: Chief Operating Officer	 	 






 









 






	 	 	 	 	 	 	 

	ADMINISTRATIVE AGENT:	 	KEYBANK, NATIONAL ASSOCIATION, 

as Administrative Agent on behalf of itself and the
Required Lenders pursuant to the deemed approval provisions
of Section 13.4.2 of the Loan Agreement.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffry M. Morrison
 

Name: Jeffry M. Morrison
	 	 
	 

	 	 	 	Title: Senior Banker