##### 



EXHIBIT 10.5.h
 SEVENTH AMENDMENT TO LOAN AGREEMENT
 th All capitalized terms
not otherwise defined herein shall have the same meaning ascribed to such terms and set forth under
the Loan Agreement.
 BACKGROUND




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1.
    
    Notwithstanding Section 3.4.1(a) of the Loan Agreement, for the period
commencing as of the effective date of this Seventh Amendment through January 31, 2008,
the Individual Property known as Trexlertown Plaza (Units 1, 3A and 4) located in
Trexlertown, Pennsylvania (the Trexlertown Plaza) shall be deemed a Stabilized Asset
(notwithstanding that the Occupancy Ratio with respect thereto is less than eighty
percent (80%)), provided that the Occupancy Ratio with respect to Trexlertown Plaza
during such period remains equal to or greater than seventy percent (70%).2.
    
    In addition to all other rights of Borrower with respect to Additional
Borrowing Base Properties, Borrower shall be permitted to have the appraised value of
that certain parcel of land adjacent to the Borrowing Base Property known as Swede
Square Shopping Center located in East Norriton, Pennsylvania (the Swede Square
Shopping Center) which adjacent parcel is known and referred to herein as the Penn
Square Tavern property (the Penn Square Tavern) added to the appraised value of the
Swede Square Shopping Center Borrowing Base Property and, following the aforementioned
addition to the Swede Square Shopping Center appraised value, the Penn Square Tavern
and the Swede Square Shopping Center shall be deemed to be one (1) combined property
(the Combined Swede Square Property) for the purpose of adding the Combined Swede
Square Property as a Borrowing Base Property (the Combined Swede Square Transaction),
and the Combined Swede Square Property shall be added as a Borrowing Base Property in
accordance with the terms and conditions of the Loan Agreement, provided that Swede
Square Associates L.P. (i) enters into and executes such agreements with the
Administrative Agent as may be reasonably required by Administrative Agent to
facilitate the Combined Swede Square Transaction, (ii) is the owner of both the Swede
Square Shopping Center and the Penn Square Tavern, and (iii) performs all other acts,
as are necessary to facilitate the Combined Swede Square Transaction.3.
    
    The Lenders shall agree to the acceptance of the property known as McDonalds
and Waffle House located in Medina, Ohio as an additional Borrowing Base Property only
upon receipt of a current environmental Phase I Site Assessment performed by a firm
reasonably acceptable to the Administrative Agent which indicates the property is free
from recognized hazardous materials or substances apparent from the inspection, or
affected by such environmental matters as may be reasonably acceptable to the
Administrative Agent and each of the Lenders in their sole and absolute discretion,
such acceptance as a Borrowing Base Property being effective as of the date that all
Lenders have approved of the aforesaid Phase I Site Assessment. Administrative Agent
hereby acknowledges that Flynn Environmental, Inc. is an acceptable environmental
inspection firm with respect to the performance of the Phase I Site Assessment for the
above referenced property.
 -2-




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4.
    
    Section 15.1 is hereby amended by deleting the name Thomas J. OKeeffe and
replacing with Lawrence E. Kreider, Jr.5.
    
    The definition of Knowledge or knowledge at Exhibit A to the Loan
Agreement is hereby amended by deleting the name Thomas J. OKeeffe and replacing
with Lawrence E. Kreider, Jr.6.
    
    Exhibit D to the Loan Agreement is hereby amended by deleting the name Thomas
J. OKeeffe and replacing it with Lawrence E. Kreider, Jr.7.
    
    Exhibit F to the Loan Agreement is hereby deleted in its entirety and shall be
replaced with the Exhibit F attached hereto as Exhibit A.8.
    
    Immediately after the execution hereof, Exhibit J to the Loan Agreement shall
be deemed deleted in its entirety and shall be replaced with the Exhibit J attached
hereto as Exhibit B. The Borrower hereby certifies, warrants and represents
that, to the best of Borrowers knowledge, the Individual Properties being added as
Borrowing Base Properties satisfy the Borrowing Base Property Requirements and the
related Eligibility Criteria, all as set forth in the Loan Agreement.9.
    
    Immediately after the execution hereof, Schedule 6.14.2(i) to the Loan
Agreement shall be deemed deleted in its entirety and shall be replaced with the
Schedule 6.14.2(i) attached hereto as Exhibit C.10.
    
    The Borrower, the Administrative Agent and the Lenders hereby acknowledge and
agree that the Borrowers compliance with the Financial Covenants for the period ended
September 30, 2007 shall be calculated as if the terms and conditions of this Seventh
Amendment were in effect as of September 30, 2007.11.
    
    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 Seventh Amendment. No novation of the indebtedness evidenced by the Note, the
Loan Agreement or any other Loan Document shall occur as a result of the execution of
this Seventh Amendment.12.
    
    Any determination that any provision of this Seventh 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 Seventh Amendment.13.
    
    This Seventh 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 Seventh Amendment, it shall not be necessary to produce or account
 -3-




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for more than one such counterpart signed by the party against whom enforcement is
sought.
 14.
    
    The Loan Agreement, as amended by this Seventh 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.15.
    
    The Borrower acknowledges, confirms and agrees that it has no offsets,
defenses, claims or counterclaims against the Administrative Agent or the Lenders with
respect to any of the Borrowers liabilities and obligations to the Administrative
Agent or the Lenders under the Loan Arrangement, and to the extent that the Borrower
has any such claims under the Loan Arrangement, the Borrower affirmatively WAIVES and
RENOUNCES such claims as of the date hereof.16.
    
    Conditions Precedent. This Seventh Amendment shall become effective as
of the date first above written, at such time when all of the following conditions are
satisfied:
 a.
    
    All Required Lenders shall have executed this Seventh
Amendment.b.
    
    The Borrower shall have executed this Seventh Amendment.c.
    
    The Lenders shall have received such executed resolutions,
secretarys certificates and certificates of legal existence as the
Administrative Agent may specify all in form and substance satisfactory to the
Administrative Agent and its counsel.d.
    
    The Lenders shall have received such legal opinions for the
Borrower and such other parties as the Administrative Agent may require, all in
form and substance satisfactory to the Administrative Agent and its counsel.e.
    
    The Borrower shall have paid the fees, costs and expenses of
the Administrative Agents counsel in connection with this Seventh Amendment.
  -4-




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##### 



IN WITNESS WHEREOF
 BORROWER:
CEDAR SHOPPING CENTERS PARTNERSHIP, L.P.,
a Delaware limited partnershipBy:
    Cedar Shopping Centers, Inc.,its general partnerBy:
    /s/ Brenda J. WalkerName:
    Brenda J. WalkerTitle:
    President ADMINISTRATIVE AGENT:
BANK OF AMERICA, N.A.By:
    /s/ Mark MokelkeName:
    Mark MokelkeTitle:
    Vice President LENDERS:
BANK OF AMERICA, N.A.By:
    /s/ Mark MokelkeName:
    Mark MokelkeTitle:
    Vice President PB CAPITAL CORPORATIONBy:
    /s/ Michael J. RodgersName:
    Michael J. RodgersTitle:
    Vice PresidentBy:
    /s/ Olivia A. LamName:
    Olivia A. LamTitle:
    Vice President S-1




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SOVEREIGN BANKBy:
    /s/ T. Gregory DonohueName:
    T. Gregory DonohueTitle:
    Senior Vice PresidentRAYMOND JAMES BANK, FSBBy:
    /s/ Steven F. PaleyName:
    Steven F. PaleyTitle:
    Vice PresidentCITIZENS BANK OF PENNSYLVANIABy:
    /s/ Robert L. SchopfName:
    Robert L. SchopfTitle:
    Senior Vice PresidentKEYBANK, NATIONAL ASSOCIATIONBy:
    /s/ Gregory W. LaneName:
    Gregory W. LaneTitle:
    Vice PresidentLASALLE BANK NATIONAL ASSOCIATIONBy:
    /s/ Robert E. GoeckelName:
    Robert E. GoeckelTitle:
    FVP S-2




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##### 



EXHIBIT A
 EXHIBIT F TO LOAN AGREEMENT
 OWNERSHIP INTERESTS AND TAXPAYER IDENTIFICATION NUMBERS
 Tax IdentificationEntity Name
    
    Partners/Members
    
    NumberCedar-South Philadelphia I,
LLC
    
    Cedar-South
Philadelphia II,
LLC (100%)
    
    90-0082050Cedar-South Philadelphia II,
LLC
    
    Cedar Shopping
Centers
Partnership, L.P.
(100%)
    
    90-0082060Cedar-Riverview LP
    
    Cedar-Riverview LLC
(1%; general
partner);
CSC-Riverview LLC
(99%; limited
partner)
    
    20-0422200Cedar-Riverview LLC
    
    Cedar Shopping
Centers
Partnership, L.P.
(100%)
    
    20-0151534CSC-Riverview LLC
    
    Cedar Shopping
Centers
Partnership, L.P.
(100%)
    
    20-0151125Cedar Lender LLC
    
    Cedar Shopping
Centers
Partnership, L.P.
(100%)
    
    20-0447171Delaware 1851 Associates, LP
    
    Cedar-Columbus LLC
(1%; general
partner);
CSC-Columbus LLC
(99%; limited
partner)
    
    23-2999402Cedar-Columbus LLC
    
    Cedar Shopping
Centers
Partnership, L.P.
(100%)
    
    20-0151547Cedar Sunset Crossing, LLC
    
    Cedar Shopping
Centers
Partnership, L.P.
(100%)
    
    20-0579586CSC-Columbus LLC
    
    Cedar Shopping
Centers
Partnership, L.P.
(100%)
    
    20-0151526Cedar Dubois, LLC
    
    Cedar Shopping
Centers
Partnership, L.P.
(100%)
    
    20-0768567Swede Square Associates, L.P.
    
    Swede Square, LLC
(0.1%; general
partner); Cedar
Shopping Centers
Partnership, L.P.
(99.9%; limited
partner)
    
    02-0673581Swede Square, LLC
    
    Cedar Shopping
Centers
Partnership, L.P.
(100%)
    
    02-0673593Cedar Lake Raystown, LLC
    
    Cedar Shopping
Centers
Partnership, L.P.
(100%)
    
    20-1158059
 Ex A-1




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##### 



Tax IdentificationEntity Name
    
    Partners/Members
    
    NumberCedar Huntingdon, LLC
    
    Cedar Shopping
Centers
Partnership, L.P.
(100%)
    
    20-1157929Cedar Brickyard, LLC
    
    Cedar Shopping
Centers
Partnership, L.P.
(100%)
    
    20-2011661Cedar St. James, LLC
    
    Cedar Shopping
Centers
Partnership, L.P.
(100%)
    
    20-2311739Cedar Kenley Village, LLC
    
    Cedar Shopping
Centers
Partnership, L.P.
(100%)
    
    20-2311870Cedar-Valley Plaza, LLC
    
    Cedar Shopping
Centers
Partnership, L.P.
(100%)
    
    42-1596164Cedar-Glen Allen UK, LLC
    
    Cedar Shopping
Centers
Partnership, L.P.
(100%)
    
    20-3797757Cedar-Fredericksburg UK, LLC
    
    Cedar Shopping
Centers
Partnership, L.P.
(100%)
    
    20-3797657Cedar-Salem Run, LLC
    
    Cedar Shopping
Centers
Partnership, L.P.
(100%)
    
    20-3797596Cedar-VA Commons LLC
    
    Cedar Shopping
Centers
Partnership, L.P.
(100%)
    
    20-3797692Cedar-Revere LLC
    
    Cedar Shopping
Centers
Partnership, L.P.
(100%)
    
    20-3528504Cedar-Carlisle, LLC
    
    Cedar Shopping
Centers
Partnership, L.P.
(100%)
    
    20-3397838Cedar-Trexler Plaza 2, LLC
    
    Cedar Shopping
Centers
Partnership, L.P.
(100%)
    
    20-5065081Cedar-Oakhurst, LLC
    
    Cedar Shopping
Centers
Partnership, L.P.
(100%)
    
    20-5233216Cedar-Palmyra, LLC
    
    Cedar Shopping
Centers
Partnership, L.P.
(100%)
    
    20-3897470Cedar-Stadium Plaza, LLC
    
    Cedar Shopping
Centers
Partnership, L.P.
(100%)
    
    20-2957198Cedar-Annie Land, LLC
    
    Cedar Shopping
Centers
Partnership, L.P.
(100%)
    
    20-5412150Cedar-Arlington Road, LLC
    
    Cedar Shopping
Centers
Partnership, L.P.
(100%)
    
    20-2369571Cedar-Zanesville LLC
    
    Cedar Shopping
Centers
Partnership, L.P.
(100%)
    
    20-2369724Cedar-Cuyahoga, LLC
    
    Cedar Shopping
Centers
Partnership, L.P.
(100%)
    
    20-5871202Cedar-Westfield LLC
    
    Cedar Shopping
Centers
Partnership, L.P.
(100%)
    
    20-2371880
 Ex A-2




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##### 



Tax IdentificationEntity Name
    
    Partners/Members
    
    NumberCedar-Fairview Commons, LLC
    
    Cedar Shopping
Centers
Partnership, L.P.
(100%)
    
    20-8241755Cedar-Medina LLC
    
    Cedar Shopping
Centers
Partnership, L.P.
(100%)
    
    20-2369181Cedar-Norwood, LLC
    
    Cedar Shopping
Centers
Partnership, L.P.
(100%)
    
    20-5610606
 Ex A-3




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EXHIBIT B
 EXHIBIT J TO LOAN AGREEMENT
 Adjusted Appraised Value asBorrowing Base Property
    
    of September 30, 2007South Philadelphia Shopping Plaza
    
    $36,400,000.00Philadelphia, PennsylvaniaRiverview Shopping Center
    
    $43,200.000.00Philadelphia, PennsylvaniaSunset Crossing Shopping Center
    
    $11,250,000.00Dickson, PennsylvaniaColumbus Crossing Shopping Center
    
    $23,000,000.00Philadelphia, PennsylvaniaDubois Commons Shopping Center
    
    $17,690,000.00Sandy, PennsylvaniaSwede Square Shopping Center
    
    $11,500,000.00 (subject toEast Norriton, Pennsylvania
    
    further update to take intoaccount the appraised valueof the Penn Square Tavern)Lake Raystown Shopping Center
    
    $6,700,000.00Smithfield, PennsylvaniaBrickyard Shopping Center
    
    $28,200,000.00Berlin, ConnecticutValley Plaza Shopping Center,Hagerstown,
Maryland
    
    $9,950,000.00St. James Shopping Center,Hagerstown,
Maryland
    
    $4,250,000.00Kenley Village Shopping Center, Hagerstown,
Maryland
    
    $3,750,000.00Ukrops Shopping Center,
Fredericksburg, Virginia
    
    $16,000,000.00Ukrops Shopping Center,
Glen Allen, Virginia
    
    $6,300,000.00Virginia Center Commons
Glen Allen, Virginia
    
    $4,900,000.00The Shoppes at Salem Run
Fredericksburg, Virginia
    
    $5,300,000.00
 Ex B-1




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Adjusted Appraised Value asBorrowing Base Property
    
    of September 30, 2007Unit 2 of The Shops at Suffolk Downs
    
    $19,300,000.00 (As Is)Condominium
    
    $20,900,000.00 (AtRevere, Massachusetts
    
    Completion)Point at Carlisle Shopping Center
Carlisle, Pennsylvania
    
    $12,900,000.00Trexlertown Plaza (Units 1, 3A and 4)
Trexlertown, Pennsylvania
    
    $27,500,000.00Oakhurst Plaza
Harrisburg, Pennsylvania
    
    $22,500,000.00Palmyra Shopping Center 
Palmyra, Pennsylvania
    
    $7,400,000.00Stadium Plaza
East Lansing, MI
    
    $11,500,000.00Annie Land Plaza
    
    $4,200,000.00Lovington, VirginiaFirst Merit Bank
    
    $900,000.00Akron, OhioFamily Dollar
    
    $700,000.00Zanesville, OhioFirst Merit Bank
    
    $975,000.00Cuyahoga Falls, OhioCVS Drugstore
    
    $2,250,000.00Village of Westfield, New YorkFairview Commons
    
    $4,700,000 (As Is)Fairview Township, Pennsylvania
    
    $5,200,000 (Upon Stabilization)McDonalds and Waffle House
    
    $1,100,000.00Medina, OhioHannaford Plaza
    
    $9,600,000.00Norwood, Massachusetts
 Ex B-2




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EXHIBIT C


SCHEDULE 6.14.2(i) TO LOAN AGREEMENT


Borrowing Base Property
    
    Fee or Leasehold Estate InterestSouth Philadelphia Shopping Plaza
Philadelphia, Pennsylvania
    
    LeaseholdRiverview Shopping Center
Philadelphia, Pennsylvania
    
    Fee and LeaseholdSunset Crossing Shopping Center
Dickson, Pennsylvania
    
    FeeColumbus Crossing Shopping Center
Philadelphia, Pennsylvania
    
    FeeDubois Commons Shopping Center
Sandy, Pennsylvania
    
    FeeSwede Square Shopping Center
East Norriton, Pennsylvania
    
    FeeLake Raystown Shopping Center
Smithfield, Pennsylvania
    
    FeeBrickyard Shopping Center 
Berlin, Connecticut
    
    FeeValley Plaza Shopping Center,
Hagerstown, Maryland
    
    FeeSt. James Shopping Center,
Hagerstown, Maryland
    
    FeeKenley Village Shopping Center,
Hagerstown, Maryland
    
    FeeUkrops Shopping Center,
Fredericksburg, Virginia
    
    FeeUkrops Shopping Center,
Glen Allen, Virginia
    
    FeeVirginia Center Commons, 
Glen Allen, Virginia
    
    FeeThe Shoppes at Salem Run, 
Fredericksburg, Virginia
    
    FeeUnit 2 of The Shops at Suffolk
Downs Condominium,
Revere, Massachusetts
    
    FeePoint at Carlisle Shopping Center
Carlisle, Pennsylvania
    
    FeeTrexlertown Plaza (Units 1, 3A
and 4)
Trexlertown, Pennsylvania
    
    Fee


Ex C-1



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Borrowing Base Property
    
    Fee or Leasehold Estate InterestOakhurst Plaza 
Harrisburg, Pennsylvania
    
    FeePalmyra Shopping Center
Palmyra, Pennsylvania
    
    Fee and Access EasementStadium Plaza 
East Lansing, MI
    
    FeeAnnie Land Plaza 
Lovington, Virginia
    
    FeeFirst Merit Bank 
Akron, Ohio
    
    FeeFamily Dollar 
Zanesville, Ohio
    
    FeeFirst Merit Bank 
Cuyahoga Falls, Ohio
    
    FeeCVS Drugstore
Village of Westfield, New York
    
    FeeFairview Commons 
Fairview Township, Pennsylvania
    
    FeeMcDonalds and Waffle House
Medina, Ohio
    
    FeeHannaford Plaza 
Norwood, Massachusetts
    
    Fee
 Ex C-2




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Rights of First Refusal
   RFR-1