EXHIBIT 10.8




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##### 



TABLE OF CONTENTS
 Page1. BACKGROUND
    
    
    11.1 Defined Terms
    
    
    11.2 Borrower
    
    
    11.3 Use of Loan Proceeds
    
    
    11.4 Guaranties
    
    
    21.5 Loan
    
    
    22. LOAN PROVISIONS
    
    
    22.1 General Loan Provisions
    
    
    22.2 Term of Loan
    
    
    42.3 Interest Rate and Payment Terms
    
    
    62.4 Loan Fees; Administrative Agents Fees
    
    
    102.5 Acceleration
    
    
    102.6 Additional Provisions Related to Interest Rate Selection
    
    
    102.7 Letters of Credit
    
    
    123. SECURITY FOR THE LOAN; LOAN AND SECURITY DOCUMENTS
    
    
    213.1 Security
    
    
    213.2 Loan Documents and Security Documents
    
    
    233.3 Removal of Individual Property as a Borrowing Base Property  Borrower
    
    
    233.4 Removal
of Individual Property as a Borrowing Base Property  Administrative Agent
    
    
    253.5 Additional Borrowing Base Property
    
    
    264. CONTINUING AUTHORITY OF AUTHORIZED REPRESENTATIVES
    
    
    275. CONDITIONS PRECEDENT
    
    
    275.1 Closing Loan and Funding Initial Loan Advance
    
    
    276. WARRANTIES AND REPRESENTATIONS
    
    
    306.1 Formation
    
    
    316.2 Proceedings; Enforceability
    
    
    316.3 Conflicts
    
    
    316.4 Ownership and Taxpayer Identification Numbers
    
    
    316.5 Litigation
    
    
    326.6 Information
    
    
    326.7 Taxes
    
    
    326.8 Financial Information
    
    
    326.9 Control Provisions
    
    
    326.10 Formation Documents
    
    
    336.11 Bankruptcy Filings
    
    
    336.12 Investment Company
    
    
    336.13 {RESERVED}
    
    
    33
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Page6.14 Borrowing Base Properties
    
    
    336.15 Use of Proceeds
    
    
    356.16 Insurance
    
    
    356.17 Deferred Compensation and ERISA
    
    
    356.18 Conditions Satisfied
    
    
    356.19 No Default
    
    
    356.20 Other Loan Parties Warranties and Representations
    
    
    356.21 Qualification as a REIT
    
    
    356.22 Regarding Representations and Warranties
    
    
    367. AFFIRMATIVE COVENANTS
    
    
    367.1 Notices
    
    
    367.2 Financial Statements; Reports; Officers Certificates
    
    
    367.3 Existence
    
    
    397.4 Payment of Taxes
    
    
    397.5 Insurance; Casualty, Taking
    
    
    397.6 Inspection
    
    
    407.7 Loan Documents
    
    
    407.8 Further Assurances
    
    
    407.9 Books and Records
    
    
    407.10 Business and Operations
    
    
    417.11 Title
    
    
    417.12 Estoppel
    
    
    417.13 ERISA
    
    
    427.14 Depository Account
    
    
    437.15 Costs and Expenses
    
    
    437.16 Appraisals
    
    
    437.17 Indemnification
    
    
    437.18 Leasing Matters
    
    
    447.19 Permanent Financings
    
    
    457.20 Leverage Ratio
    
    
    467.21 Fixed Charge Ratio
    
    
    467.22 Net Worth
    
    
    467.23 Borrowing Base Property Covenants
    
    
    467.24 Variable Rate Debt
    
    
    467.25 Replacement Documentation
    
    
    467.26 Other Covenants
    
    
    467.27 Maintenance of REIT Status
    
    
    477.28 Lenders Consultants
    
    
    477.29 USA PATRIOT Act Notice
    
    
    478. NEGATIVE COVENANTS
    
    
    488.1 No Changes to Borrower and other Loan Parties
    
    
    488.2 Restrictions on Liens
    
    
    488.3 Consolidations, Mergers, Sales of Assets, Issuance and Sale of Equity
    
    
    498.4 Restrictions on Debt
    
    
    508.5 Other Business
    
    
    51
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Page8.6 Change of Control
    
    
    518.7 Forgiveness of Debt
    
    
    518.8 Affiliate Transactions
    
    
    518.9 ERISA
    
    
    518.10 Bankruptcy Filings
    
    
    518.11 Investment Company
    
    
    518.12 Use of Proceeds
    
    
    528.13 Distributions
    
    
    528.14 Restrictions on Investments
    
    
    528.15 Negative Pledges, etc
    
    
    529. SPECIAL PROVISIONS
    
    
    529.1 Legal Requirements
    
    
    529.2 Limited Recourse Provisions
    
    
    539.3 Payment of Obligations
    
    
    5310. EVENTS OF DEFAULT
    
    
    5410.1 Default and Events of Default
    
    
    5410.2 Grace Periods and Notice
    
    
    5611. REMEDIES
    
    
    5711.1 Remedies
    
    
    5711.2 Written Waivers
    
    
    5811.3 Power of Attorney
    
    
    5812. SECURITY INTEREST AND SET-OFF
    
    
    5812.1 Security Interest
    
    
    5812.2 Set-Off
    
    
    5912.3 Right to Freeze
    
    
    5912.4 Additional Rights
    
    
    5913. THE ADMINISTRATIVE AGENT AND THE LENDERS
    
    
    6013.1 Rights, Duties and Immunities of the Administrative Agent
    
    
    6013.2 Respecting Loans and Payments
    
    
    6413.3 Assignment by Lenders
    
    
    6813.4 Administrative Matters
    
    
    7113.5 Arranger
    
    
    7214. CASUALTY AND TAKING
    
    
    7214.1 Casualty or Taking; Obligation To Repair
    
    
    7214.2 Adjustment of Claims
    
    
    7314.3 Payment and Application of Insurance Proceeds and Condemnation Awards
    
    
    7314.4 Conditions To Release of Insurance Proceeds
    
    
    7415. GENERAL PROVISIONS
    
    
    7515.1 Notices
    
    
    75
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Page15.2 Limitations on Assignment
    
    
    7715.3 Further Assurances
    
    
    7815.4 Payments
    
    
    7815.5 Parties Bound
    
    
    7815.6 Governing Law; Consent to Jurisdiction; Mutual Waiver of Jury Trial
    
    
    7815.7 Survival
    
    
    8015.8 Cumulative Rights
    
    
    8015.9 Claims Against Administrative Agent or Lenders
    
    
    8015.10 Regarding Consents
    
    
    8115.11 Obligations Absolute
    
    
    8115.12 Table of Contents, Title and Headings
    
    
    8215.13 Counterparts
    
    
    8215.14 Satisfaction of Commitment Letter
    
    
    8215.15 Time Of the Essence
    
    
    8215.16 No Oral Change
    
    
    8215.17 Monthly Statements
    
    
    8215.18 No Advisory or Fiduciary Responsibility
    
    
    82
 -iv-




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Exhibit A
    
    Definitions
    
    EA-1Exhibit B-1
    
    Requisition; Availability Certificate
    
    EB-1Exhibit C
    
    Note
    
    EC-1Exhibit D
    
    Authorized Representatives
    
    ED-1Exhibit E
    
    Required Property, Hazard and Other Insurance
    
    EE-1Exhibit F
    
    Ownership Interests and Taxpayer Identification Numbers
    
    EF-1Exhibit G
    
    Compliance Certificate
    
    EG-1Exhibit H
    
    Form of Assignment and Acceptance
    
    EH-1Exhibit I
    
    Lenders Commitment
    
    EI-1Exhibit J
    
    Borrowing Base Properties
    
    EJ-1Exhibit K
    
    Loan Agenda
    
    EK-1Exhibit EC
    
    Estoppel Certificate
    
    EEC-1Exhibit CC
    
    Closing Compliance Certificate
    
    ECC-1
 -v-




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##### 



Schedule 6.14.4(i)
    
    S-1Schedule 6.14.4(ii)
    
    S-3Schedule 6.14.4(iii)
    
    S-4Schedule 6.14.4(iv)
    
    S-5Schedule 6.14.5
    
    S-6Schedule CF
    
    SCF-1
 -vi-




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##### 



THIS AMENDED AND RESTATED LOAN AGREEMENT AMENDS AND RESTATES IN ITS ENTIRETY THAT CERTAIN LOAN
AGREEMENT DATED AS OF JUNE 13, 2008 ENTERED INTO BETWEEN CEDAR SHOPPING CENTERS PARTNERSHIP, L.P.,
AS BORROWER, KEYBANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, AND THE VARIOUS LENDERS PARTY
THERETO
 AMENDED AND RESTATED LOAN AGREEMENT
 CEDAR SHOPPING CENTERS PARTNERSHIP, L.P. KEYBANK, NATIONAL ASSOCIATION MANUFACTURERS AND TRADERS TRUST
COMPANY TD BANK, N.A. REGIONS
BANK th th CITIZENS BANK OF PENNSYLVANIA th RAYMOND JAMES BANK, FSB TRISTATE CAPITAL BANK KEYBANK, NATIONAL ASSOCIATION
  BACKGROUND
 Defined Terms Exhibit A Exhibit A
 Borrower
 Use of Loan Proceeds
 -1-




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Guaranties
 Loan
 LOAN PROVISIONS
 General Loan Provisions
 Limit
 provided
   -2-




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##### 



Procedures and Limits
 Written Requests
 Requisitions, Certifications Exhibit B-1 Exhibit B-1
 -3-




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##### 



Funding Procedures
    Term of Loan
  -4-




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##### 



Termination/Reduction
   -5-




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##### 



No Default
 Notice From Borrower
 Covenant Compliance
 Conditions Satisfied
 Extension Fee
 Appraisals
 Additional Documents
  Interest Rate and Payment Terms
 -6-




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Borrowers Options
 Selection To Be Made
 Notice
 If No Notice
 Telephonic Notice
 Limits On Options
 Payment and Calculation of Interest
 -7-




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Mandatory Principal Payments
    Prepayment
 Maturity
 Method of Payment; Date of Credit
 -8-




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##### 



Billings however
 Default Rate
 Late Charges Late
Charge
 Breakage Fees
 -9-




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##### 



Breakage Fee
 Loan Fees; Administrative Agents Fees.
 Loan Fees
 Line Fee
 Acceleration
 Additional Provisions Related to Interest Rate Selection.
 Increased Costs
 -10-




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##### 



Illegality
 Additional LIBO Rate Conditions
 Availability
    Payments Net of Taxes
 -11-




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##### 



provided
 Variable Rate Advances
 Letters of Credit
 The Letter of Credit Commitment
  -12-




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-13-




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Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters
of Credit
  -14-




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-15-




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Drawings and Reimbursements; Funding of Participations
   -16-




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Repayment of Participations
  -17-




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Obligations Absolute
     -18-




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Role of L/C Issuer
 Cash Collateral
 -19-




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Applicability of ISP
 Letter of Credit Fees
 Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer
 -20-




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##### 



Conflict with Issuer Documents
 Letters of Credit Issued for Borrower Subsidiaries
 Amount
 SECURITY FOR THE LOAN; LOAN AND SECURITY DOCUMENTS
 Security Collateral
 Mortgage/Deed of Trust and Security Agreement
   -21-




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##### 



Collateral Assignment of Leases and Rents
 Collateral Assignment of Contracts
 -22-




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Guaranties
 Environmental Compliance and Indemnification Agreement
 Ownership Interest and Inter-Company Loan Pledge
 Additional Documents
 Loan Documents and Security Documents Exhibit
C
  Removal of Individual Property as a Borrowing Base Property  Borrower
 -23-




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-24-




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Removal of Individual Property as a Borrowing Base Property  Administrative
Agent
       -25-




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Additional Borrowing Base Property
        -26-




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CONTINUING AUTHORITY OF AUTHORIZED REPRESENTATIVES Exhibit D
 CONDITIONS PRECEDENT
 Closing Loan and Funding Initial Loan Advance
 Satisfactory Loan Documents
 Financial Information; No Material Change
   -27-




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##### 



Exhibit CC
 Warranties and Representations Accurate
 Validity and Sufficiency of Security Documents
   Litigation
 -28-




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##### 



Formation Documents and Entity Agreements
   Compliance With Law
 -29-




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Compliance With Financial Covenants
 Borrowing Base Property Due Diligence.
 Condition of Property
 Insurance Exhibit E
 Third Party Consents and Agreements
 Cash Management
 Legal and other Opinions
 Equity Requirement
 No Default
 WARRANTIES AND REPRESENTATIONS
 -30-




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Formation
 Proceedings; Enforceability
 Conflicts
 Ownership and Taxpayer Identification Numbers Exhibit F
 -31-




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Exhibit F
 Litigation
 Information
 Taxes
 Financial Information
 Control Provisions
 -32-




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Formation Documents
 Bankruptcy Filings
 Investment Company
 RESERVED
 Borrowing Base Properties
   -33-




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-34-




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Use of Proceeds
 Insurance Exhibit E
 Deferred Compensation and ERISA
 Conditions Satisfied
 No Default
 Other Loan Parties Warranties and Representations
 Qualification as a REIT
 -35-




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Regarding Representations and Warranties
 AFFIRMATIVE COVENANTS
 Notices
 Financial Statements; Reports; Officers Certificates
 Annual Statements
 -36-




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Periodic Statements
 Borrowing Base Property Reports
 SEC Reports
 Compliance Certificates Exhibit G
 -37-




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Data Requested
 Tax Returns
 Lease Notices
 Ground Lessor Interest Notices
 Entity Notices
 Property Acquisition or Sale
 Property Finance
 Notice of Litigation
 -38-




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Existence
 Payment of Taxes
 Insurance; Casualty, Taking
 Exhibit E
  -39-




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Inspection
 Loan Documents
 Further Assurances
 Books and Records
 -40-




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Business and Operations
 Title
 Estoppel
 -41-




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ERISA
 -42-




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Depository Account
   Costs and Expenses
 Appraisals
 Appraisal
 Costs of Appraisal
 Indemnification
 -43-




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Leasing Matters
 Administrative Agents Approval Required
    Borrowers Requests
 -44-




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Response
 Advance Information
 Preliminary Submission
   Permanent Financings
 -45-




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Leverage Ratio
 Fixed Charge Ratio
 Net Worth
 Borrowing Base Property Covenants
   Variable Rate Debt
 Replacement Documentation
 Other Covenants
 -46-




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Maintenance of REIT Status
 Lenders Consultants
 Right to Employ
 Functions
 Payment
 Access
 No Liability
 USA PATRIOT Act Notice
 -47-




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NEGATIVE COVENANTS
 No Changes to Borrower and other Loan Parties
 Restrictions on Liens
    -48-




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Consolidations, Mergers, Sales of Assets, Issuance and Sale of Equity
    -49-




---



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Restrictions on Debt
   -50-




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##### 



Other Business
 Change of Control
 Forgiveness of Debt
 Affiliate Transactions
 ERISA
 Bankruptcy Filings
 Investment Company
 -51-




---



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Use of Proceeds
 Distributions
 Restrictions on Investments
     Negative Pledges, etc
 SPECIAL PROVISIONS
 Legal Requirements
 -52-




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##### 



Limited Recourse Provisions
 Borrower Fully Liable
 Certain Non-Recourse
 Additional Matters
 Payment of Obligations
 -53-




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EVENTS OF DEFAULT
 Default and Events of Default
 Failure to Pay the Loan
 Failure to Make Other Payments
 Note, Security Documents, and Other Loan Documents
 Default under Other Agreements
 Representations and Warranties
 -54-




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Affirmative Covenants
 Negative Covenants
 Financial Status and Insolvency
   Loan Documents
 Judgments
 -55-




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##### 



ERISA
 Change of Control
 Indictment; Forfeiture
 Termination of Guaranty or Consent
 Cross-Default
 Generally
 Grace Periods and Notice
 -56-




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##### 



No Notice or Grace Period
 Nonpayment of Interest
 Other Monetary Defaults
 Nonmonetary Defaults Capable of Cure
 Borrowing Base Property Defaults
 REMEDIES
 Remedies
 -57-




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Accelerate Debt
 Collateralize Letters of Credit
 Pursue Remedies
 Written Waivers
 Power of Attorney
 SECURITY INTEREST AND SET-OFF
 Security Interest
 -58-




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Set-Off pro tanto provided
 Right to Freeze
 Additional Rights
 -59-




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THE ADMINISTRATIVE AGENT AND THE LENDERS
 Rights, Duties and Immunities of the Administrative Agent
 Appointment of Administrative Agent
 Administration of Loan by Administrative Agent
     -60-




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Delegation of Duties
 Exculpatory Provisions
 Reliance by Administrative Agent
 -61-




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##### 



provided however
 Notice of Default
 Lenders Credit Decisions
 Administrative Agents Reimbursement and Indemnification provided
 -62-




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Administrative Agent in its Individual Capacity
 Successor Administrative Agent
 Duties in the Case of Enforcement
 -63-




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provided
 Respecting Loans and Payments
 Procedures for Loans pro rata provided
 -64-




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Nature of Obligations of Lenders
 Payments to Administrative Agent
 Distribution of Liquidation Proceeds
 First:
    
    To the Administrative Agent, towards any fees and any expenses for which the
Administrative Agent is entitled to reimbursement under this Agreement or the other
Loan Documents not theretofore paid to the Administrative Agent.Second:
    
    To all applicable Lenders in accordance with their proportional share based upon
their respective Commitment Percentages (or pro rata if the Lenders have not ratably
funded such amounts) until all Lenders have been reimbursed for all fees and expenses
which such Lenders have previously paid to the Administrative Agent and not theretofore
paid to such Lenders.
 -65-




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Third:
    
    To all applicable Lenders in accordance with their proportional share based upon
their respective Commitment Percentages until all Lenders have been paid in full all
principal and interest due to such Lenders under the Loan, with each Lender applying
such proceeds for purposes of this Agreement first against the outstanding principal
balance due to such Lender under the Loan and then to accrued and unpaid interest due
under the Loan.Fourth:
    
    To all applicable Lenders in accordance with their proportional share based upon
their respective Commitment Percentages (or pro rata if the Lenders have not ratably
funded such amounts) until all Lenders have been paid in full all other amounts due to
such Lenders under the Loan including, without limitation, any costs and expenses
incurred directly by such Lenders to the extent such costs and expenses are
reimbursable to such Lenders by the Borrower under the Loan Documents.Fifth:
    
    To the Borrower or such third parties as may be entitled to claim Liquidation
Proceeds.
 Adjustments
 Setoff
 Distribution by Administrative Agent
 -66-




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Delinquent Lender pro rata pro rata pro rata
 pro rata pro rata pro rata
 Holders
 -67-




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Assignment by Lenders
 Assignment
 Minimum Amounts
   Proportionate Amounts
 Required Consents
   -68-




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Assignment and Acceptance Exhibit H
 No Assignment to Borrower
 No Assignment to Natural Person
  Register
 -69-




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Participations
  Limitations upon Participant Rights
 Certain Pledges
 -70-




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Electronic Execution of Assignments
 Administrative Matters
 Amendment, Waiver, Consent, Etc.
          -71-




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##### 



provided
 Deemed Consent or Approval but
   Arranger
 CASUALTY AND TAKING
 Casualty or Taking; Obligation To Repair
 -72-




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Adjustment of Claims
 Payment and Application of Insurance Proceeds and Condemnation Awards
     -73-




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##### 



Conditions To Release of Insurance Proceeds
     -74-




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GENERAL PROVISIONS
 Notices
  
 -75-




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-76-




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th th
 th
 
 
    Limitations on Assignment
 -77-




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Further Assurances
 Payments
   Parties Bound
  Governing Law; Consent to Jurisdiction; Mutual Waiver of Jury Trial
 Substantial Relationship
 -78-




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Place of Delivery
 Governing Law
 Exceptions
     Consent to Jurisdiction
 JURY TRIAL WAIVER
 -79-




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Survival
 Cumulative Rights
 Claims Against Administrative Agent or Lenders
 Borrower Must Notify
 -80-




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Exhibit D
 Remedies
 Limitations
 Regarding Consents
 Obligations Absolute
 -81-




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Table of Contents, Title and Headings
 Counterparts
 Satisfaction of Commitment Letter
 Time Of the Essence
 No Oral Change
 Monthly Statements
 No Advisory or Fiduciary Responsibility
 -82-




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-83-




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##### 



BORROWER:
    
    CEDAR SHOPPING CENTERSPARTNERSHIP, L.P.By:
    
    Cedar Shopping Centers, Inc.,
general partnerBy:
    
    /s/ Brenda J. WalkerName: Brenda J. WalkerTitle: Vice PresidentADMINISTRATIVE AGENT:
    
    KEYBANK, NATIONAL ASSOCIATIONBy:
    
    /s/ Jeffrey M. MorrisonName: Jeffry M. MorrisonTitle: Senior Banker
 S-1




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##### 



LENDER:
    
    
    
    KEYBANK, NATIONAL ASSOCIATION,a national banking associationBy:
    
    /s/ Jeffrey M. MorrisonName: Jeffry M. MorrisonTitle: Senior Banker
 S-2




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LENDER:
    
    
    
    RAYMOND JAMES BANK, FSBBy:
    
    /s/ Steven F. PaleyName: Steven F. PaleyTitle: Senior Vice President
 S-3




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##### 



LENDER:
    
    
    
    MANUFACTURERS AND TRADERS TRUST COMPANYBy:
    
    /s/ Peter J. OstrowskiName: Peter J. OstrowskiTitle: Vice President
 S-4




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##### 



LENDER:
    
    
    
    TD BANK, N.A.By:
    
    /s/ David YesueName: David YesueTitle: Assistant Vice President
 S-5




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LENDER:
    
    
    
    REGIONS BANKBy:
    
    /s/ Lori ChambersName: Lori ChambersTitle: Vice President
 S-6




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LENDER:
    
    
    
    CITIZENS BANK OF PENNSYLVANIABy:
    
    /s/ Kellie AndersonName: Kellie AndersonTitle: Senior Vice President
 S-7




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LENDER:
    
    
    
    TRISTATE CAPITAL BANKBy:
    
    /s/ Joseph L. RagoName: Joseph L. RagoTitle: Senior Vice President
 S-8




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##### 



EXHIBIT A TO LOAN AGREEMENT
 DEFINITIONS
 Additional Collateral Request
 Administrative Agent
 Adjusted Appraised Value
 Adjusted FFO
 Adjusted LIBO Rate
 Adjusted Net Operating Income
 Administrative Questionnaire
 Affiliate
 Agreement
 EA-1




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##### 



Applicable Margin
 Applicable Margin for LIBO Rate Loans
    
    Applicable Margin for Variable Rate Loans225 basis points
    
    75 basis points
 Appraisal
 Approved Anchor Tenant
     Approved Fund
 Arranger
 Assignee Group
 Assignment Acceptance
 Authorized Representatives Exhibit D
 Availability
 EA-2




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##### 



(a)
    
    The aggregate of the following for the Borrowing Base Properties:
 i.
    
    For each Borrowing Base Property which is not an
OD Property, the lesser of (A) seventy percent (70%) of the Borrowing
Base Value of such Borrowing Base Property as of the date of the most
recent Compliance Certificate or Borrowing Base Property report, as
applicable, delivered to the Administrative Agent, or (b) seventy
percent (70%) of the total costs as set forth on the Construction Budget
for such Borrowing Base Property; plusii.
    
    For each Borrowing Base Property which is an OD
Property, the aggregate of (A) seventy percent (70%) of the Borrowing
Base Value of the completed component of such Borrowing Base Property as
of the date of the most recent Compliance Certificate or Borrowing Base
Property report, as applicable, delivered to the Administrative Agent,
plus (B) the lesser of (I) seventy percent (70%) of the Borrowing Base
Value of the development component of such Borrowing Base Property as of
the date of the most recent Compliance Certificate or Borrowing Base
Property report, as applicable, delivered to the Administrative Agent,
or (II) seventy percent (70%) of the total costs as set forth on the
Construction Budget for the development component of such Borrowing Base
Property.
 (b)
    
    the Implied Loan Amount.
 Banking Day
 BOFA Credit Agreement
 BOFA Event of Default
 Book Value
 Borrower
 Borrower GP
 Borrower Subsidiaries
 Borrower Reduction Date
 EA-3




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Borrower Termination Date
 Borrowing Base Property Borrowing Base Properties Exhibit J
 Borrowing Base Property Requirements
        EA-4




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##### 



Exhibit
E
    EA-5




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Borrowing Base Property Owner Borrowing Base Property Owners
 Borrowing Base Value
 Breakage Fees
 Business Day
 Calculation Date
 Calculation Period
 EA-6




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##### 



Capital Stock
 Cash Collateral
 Cash Collateralize
 Cash Flow Projections
 Change of Control
         Closing Compliance Certificate
 Closing Date
 EA-7




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##### 



Code
 Collateral
 Collateral Property Collateral Properties
 Collateral Release Request
 Combined EBITDA
 Commitment Exhibit
I
 Commitment Percentage Exhibit I
 Consolidated Consolidating
 Consolidated CSC Entity Consolidated CSC Entities
 Cost to Repair
 CSC
 CSC Party CSC Parties
 Debt
 EA-8




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##### 



Default
 Default Rate
 Delinquent Lender
 Depository Account
 Development Assets
 Distribution
 EA-9




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##### 



Dollars
 Drawdown Date
 EBITDA plus plus plu plus minus minus adjusted
 Effective LIBO Rate
 Effective LIBO Rate Advance
 Eligibility Criteria
  EA-10




---



##### 



Eligible Assignee
 Environmental Indemnity
 Environmental Legal Requirements
 Equity Requirement
 ERISA
 EA-11




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##### 



ERISA Affiliate
 Established Loan Amount
 Event of Default
 Event of Loss
 Extended Maturity Date
 Extended Term
 Excluded Taxes
 Federal Funds Rate
 Financial Covenants
 Fiscal Year
 Fixed Charges
 EA-12




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##### 



Fixed Charge Ratio
 Foreign Lender
 Formation Documents
 Fund
 Funding Date
 Funding Evidence
 GAAP
 Governmental Authority
 Ground Leases
 EA-13




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##### 



Ground Lease Payments
 Guaranty
 Guarantor Guarantors
 Hazardous Materials
 Implied Debt Service
 Implied Debt Service Coverage Ratio
 Implied Loan Amount
 Initial Maturity Date
 Initial Term
 Increased Cost Event
 Indemnified Party
 Individual Property Individual Properties
 EA-14




---



##### 



Insurance/Taking Release Conditions
 Interest Expense
 Interest Period
 Provided however:
   Investment
 ISP
 EA-15




---



##### 



Issuer Documents
 JV Entity
 JV Partner
 Knowledge or knowledge
 Land Assets
 Late Charge
 L/C Advance
 L/C Borrowing
 L/C Credit Extension
 L/C Draw
 L/C Exposure
 L/C Issuer
 L/C Obligations plus
 EA-16




---



##### 



Lease
 Legal Requirements
 Lenders
 Lenders Consultant
 Letter of Credit
 Letter of Credit Application
 Letter of Credit Expiration Date
 Letter of Credit Fee
 Letter of Credit Sublimit
 Leverage Ratio
 LIBO Rate BBA LIBOR
 EA-17




---



##### 



Lien
 Licenses and Permits
 Line Fee
 Line Percentage
 Liquidation Proceeds
 Loan
 Loan Advances
 Loan Agenda Exhibit K
 Loan Agreement
 Loan Documents
 Loan Party Loan Parties
 Loan Termination Date
 EA-18




---



##### 



London Banking Day
 Major Event of Loss
 Major Lease
 Mandatory Principal Payment
 Material Adverse Effect
 Maturity
 Maturity Date
 EA-19




---



##### 



Maximum Loan Amount
 Net Operating Income i.e.
 Net Proceeds
 Net Worth
 Non-Retail Assets
 Non-Stabilized Asset
 Note
 Notice of Default
 Notice of Rate Selection
 Obligations
 EA-20




---



##### 



Occupancy Ratio
 OD Property
 EA-21




---



##### 



Officers Certificate
 Operating Pro Forma
 Other Taxes
 Outstanding Amount
 Participant
 PBGC
 Permitted Debt
 Permitted Distributions
 Permitted Liens
 Permitted Investments
 EA-22




---



##### 



Person
 Plan
 Preliminary Approval
    EA-23




---



##### 



Prime Rate
 Pro Forma Annual Net Operating Income
 Projected Debt Service
 Pro Rata
 Register
 REIT
 Release Conditions
 Release Price
 EA-24




---



##### 



Rent Loss Proceeds
 Repair Work
 Reportable Event
 Required Lenders
 Restoration Property
 Security Documents
 Stabilized Asset
 State
 Subsidiary
 Tax Expenses
 EA-25




---



##### 



Total Asset Value
       Total Commitment
 Total Outstandings
 Treasury Rate
 EA-26




---



##### 



UCC Uniform Commercial Code
 Unconsolidated CSC Entity Unconsolidated CSC Entities
 Unfunded Current Liability
 United States U.S
 Unreimbursed Amount
 Variable Rate
 Variable Rate Advance
 Variable Rate Indebtedness
 Wholly-Owned Subsidiary
 EA-27




---



##### 



EXHIBIT B-1 TO LOAN AGREEMENT
 REQUISITION AND AVAILABILITY CERTIFICATE
 TO:
    
    KeyBank, National Association (Administrative Agent)
 RE:
    
    Amended and Restated Loan Agreement dated as of
October 21, 2008 (as amended, the Loan Agreement)
between Administrative Agent, the lenders described
therein and Cedar Shopping Centers Partnership, L.P.
(Borrower)
 
 
 
  
 
 
 
 
  Variable Rate:
    $Effective LIBO Rate:
    $Interest Period$Interest Period
  EB-1




---



##### 



Covenant
    
    Requirement
    
    ActualLeverage Ratio
    
    Less than 70%Fixed Charge Ratio
    
    Not less than 1.35:1Borrowers Net Worth
    
    Not less than the aggregate of
$536,025,018.00 plus 85% of
cumulative net cash proceeds,
as set forth in the Loan
AgreementAggregate Pro Rata amount of
the Variable Rate
Indebtedness of the
Consolidated CSC Entities
and the Unconsolidated CSC
Entities
    
    Less than 30% of the Total
Asset ValueIndividual Property secured
Debt of the Borrower, CSC or
any Borrower Subsidiary
which is recourse to the
Borrower or CSC
    
    In the aggregate outstanding
at any time, not to exceed
twenty five percent (25%) of
the Total Asset Value
 EB-2




---



##### 



Covenant
    
    Requirement
    
    ActualThe Pro Rata share of
Investments in Development
Assets (valued at
undepreciated Book Value)
    
    In the aggregate, not to
exceed twenty five percent
(25%) of Total Asset ValueThe Pro Rata share of
Investments in Land Assets
which are valued at Book
Value
    
    In the aggregate, not to
exceed ten percent (10%) of
Total Asset ValueThe Pro Rata share of
Investments in Non-Retail
Assets
    
    In the aggregate, not to
exceed five percent (5%) of
Total Asset Value
   
 EB-3




---



##### 



CEDAR SHOPPING CENTERS PARTNERSHIP,
 L.P.,
a Delaware limited partnershipBy:
    
    Cedar Shopping Centers, Inc., its general partnershipBy:Name:Title:
 EB-4




---



##### 



Availability Certificate
 1. Maximum Loan Amounta. Established Loan Amount
    
    $
    150,000,000.00b. Total Commitment
    
    $
    150,000,000.00c. Availability (calculated below)
    
    $least of (a), (b) and (c)
    
    
    
    
    
    $2. Loan Balancea. Outstanding Balance of Loan plus
    
    $b. L/C Exposure
    
    $(a) plus (b)
    
    
    
    
    
    $3. Amount of Loan available to be advanced
and/or L/Cs available to be issued1 minus 2
    
    
    
    
    
    $
 EB-5




---



##### 



Availability Calculation
 1. For each Borrowing Base Property
which is not an OD Property:(A) seventy percent (70%) of
the Borrowing Base Value* of
such Borrowing Base Property
as of the date of the most
recent Compliance
Certificate or Borrowing
Base Property report, as
applicable, delivered to the
Administrative Agent,
    
    $(B) seventy percent (70%) of
the total costs as set forth
on the Construction Budget
for such Borrowing Base
Property;
    
    $(C) Aggregate of lesser of (A) or (B) above for each
non OD property
    
    
    
    
    
    $2. For each Borrowing Base Property
which is an OD Property:(A) seventy percent (70%) of
the Borrowing Base Value* of
the completed component of
such Borrowing Base Property
as of the date of the most
recent Compliance
Certificate or Borrowing
Base Property report, as
applicable, delivered to the
Administrative Agent,
    
    $(B)(I) seventy percent (70%) of
the Borrowing Base Value* of
the development component of
such Borrowing Base Property
as of the date of the most
recent Compliance
Certificate or Borrowing
Base Property report, as
applicable, delivered to the
Administrative Agent,
    
    $(II) seventy percent (70%)
of the total costs as set
forth on the Construction
Budget for the development
component of such Borrowing
Base Property
    
    $(III) Aggregate of lesser of (I) and (II) above for each
OD property
    
    
    
    
    
    $3. Implied Loan Amount
    
    
    
    
    
    $(calculated below)
 EB-6




---



##### 



4.
Availability is the lesser of [(1)(C) + (2)(A) + 2(B)(III)] or (3)
    
    
    
    
    
    $
 EB-7




---



##### 



*Borrowing Base Value Calculation
 Borrowing Base PropertyTrexlertown Plaza
    
    Received 8/20/08;
$77,650,000.00 (as completed)Lake Raystown Shopping Center
    
    Received 8/20/08;
$16,900,000.00Blue Mountain Commons
    
    Received 8/20/08;
$42,400,000.00 (as completed)Carbondale Plaza
    
    Received 8/20/08;
$8,050,000.00
 EB-8




---



##### 



Implied Loan Amount Calculation
  EB-9




---



##### 



EXHIBIT C TO LOAN AGREEMENT
 NOTE
 PROMISSORY NOTE
 
 Promise To Pay
 
 Loan Agreement
 Capitalized terms used
herein which are not otherwise specifically defined shall have the same meaning herein as in the
Loan Agreement
 Acceleration; Event of Default
  EC-1




---



##### 



Certain Waivers, Consents and Agreements
  Delay Not A Bar
  Partial Invalidity
  EC-2




---



##### 



Compliance With Usury Laws.
 provided however
 Use of Proceeds
  Security
  Notices
  Governing Law and Consent to Jurisdiction
 Substantial Relationship
 Place of Delivery
 EC-3




---



##### 



Governing Law
 Exceptions
     Consent to Jurisdiction
 EC-4




---



##### 



Waiver of Jury Trial
  No Oral Change
  Rights of the Agent and Holder
  Right to Pledge
  EC-5




---



##### 



Setoff.
   EC-6




---



##### 



Witness:
    
    BORROWER:CEDAR SHOPPING CENTERS PARTNERSHIP,L.P.,a Delaware limited partnershipBy:
    
    Cedar Shopping Centers, Inc., its general
partnershipBy:Name:Title:
 EC-7




---



##### 



EXHIBIT D TO LOAN AGREEMENT
 AUTHORIZED REPRESENTATIVES
 1.
    
    Leo S. Ullman, President of Cedar Shopping Centers, Inc.2.
    
    Brenda J. Walker, Vice President of Cedar Shopping Centers, Inc.3.
    
    Lawrence E, Kreider, Jr., Chief Financial Officer of Cedar Shopping Centers, Inc.
 ED-1




---



##### 



EXHIBIT E TO LOAN AGREEMENT
 REQUIRED PROPERTY, HAZARD AND OTHER INSURANCE
          EE-1




---



##### 



EE-2




---



##### 



EE-3




---



##### 



EXHIBIT F TO LOAN AGREEMENT
 OWNERSHIP INTERESTS AND TAXPAYER IDENTIFICATION NUMBERS
 Tax IdentificationEntity Name
    
    Partners/Members
    
    NumberCedar-Trexler Plaza 2, LLC
    
    Cedar Shopping Centers Partnership, L.P.
    
    20-5065081Cedar Lake Raystown, LLC
    
    Cedar Shopping Centers Partnership, L.P.
    
    20-1158059Cedar-Clock Tower, LLC
    
    Cedar Shopping Centers Partnership, L.P.
    
    20-5518103Cedar Carbondale, LLC
    
    Cedar Shopping Centers Partnership, L.P.
    
    20-0927694
 EF-1




---



##### 



EXHIBIT G TO LOAN AGREEMENT
 COMPLIANCE CERTIFICATE
    
   Schedule 1
  
 
 EG-1




---



##### 



CEDAR SHOPPING CENTERS PARTNERSHIP,L.P.,a Delaware limited partnershipBy:
    
    Cedar Shopping Centers, Inc., its generalpartnershipBy:Name:Title:
 EG-2




---



##### 



Schedule 1 to Compliance Certificate
 Covenant
    
    Requirement
    
    ActualLeverage Ratio
    
    Less than 70%Fixed Charge Ratio
    
    Not less than 1.35:1Borrowers Net Worth
    
    Not less than the aggregate of
$536,025,018.00 plus 85% of
cumulative net cash proceeds,
as set forth in the Loan
AgreementAggregate Pro Rata amount of
the Variable Rate
Indebtedness of the
Consolidated CSC Entities
and the Unconsolidated CSC
Entities
    
    Less than 30% of the Total
Asset ValueIndividual Property secured
Debt of the Borrower, CSC or
any Borrower Subsidiary
which is recourse to the
Borrower or CSC
    
    In the aggregate outstanding
at any time, not to exceed
twenty five percent (25%) of
the Total Asset Value
(excluding the Obligations)The Pro Rata share of
Investments in Development
Assets (valued at
undepreciated Book Value)
    
    In the aggregate, not to
exceed twenty five percent
(25%) of Total Asset ValueThe Pro Rata share of
Investments in Land Assets
which are valued at Book
Value
    
    In the aggregate, not to
exceed ten percent (10%) of
Total Asset ValueThe Pro Rata share of
Investments in Non-Retail
Assets
    
    In the aggregate, not to
exceed five percent (5%) of
Total Asset Value
 EG-3




---



##### 



EXHIBIT H TO LOAN AGREEMENT
 ASSIGNMENT AND ACCEPTANCE
   1.
    
    Assignor[s]:Assignee[s]:[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]2.
    
    Borrower:
    
    Cedar Shopping Centers Partnership, L.P.
 EH-1




---



##### 



Administrative Agent
 Credit Agreement
 Assigned Interest[s]
 AggregateAmount of the
    
    
    
    PercentageCommitment/
    
    Amount of
    
    Assigned ofFacility
    
    Loans for all
    
    Commitment/
    
    Commitment/
    
    CUSIPAssignor[s]
    
    Assignee[s]
    
    Assigned
    
    Lenders
    
    Loans Assigned
    
    Loans
    
    Number
 
 
  ASSIGNOR:
[NAME OF ASSIGNOR]By:ASSIGNEE:
[NAME OF ASSIGNEE]By: EH-2




---



##### 



ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE
 
 Representations and Warranties
 Assignor
 Assignee
 EH-3




---



##### 



Payments
 General Provisions
 EH-4




---



##### 



EXHIBIT I TO LOAN AGREEMENT
 LENDERS COMMITMENT
 CommitmentLender
    
    Commitment Amount
    
    
    PercentageKEYBANK, NATIONAL
ASSOCIATION
    
    $
    32,500,000.00
    
    
    
    21.66667
    %MANUFACTURERS AND TRADERS TRUST COMPANY
    
    $
    27,500,000.00
    
    
    
    18.33334
    %TD BANK, N.A.
    
    $
    25,000,000.00
    
    
    
    16.66666
    %REGIONS BANK
    
    $
    25,000,000.00
    
    
    
    16.66666
    %CITIZENS BANK OF
PENNSYLVANIA
    
    $
    20,000,000.00
    
    
    
    13.33333
    %RAYMOND JAMES BANK, FSB
    
    $
    10,000,000.00
    
    
    
    6.66667
    %TRISTATE CAPITAL BANK
    
    $
    10,000,000.00
    
    
    
    6.66667
    %TOTAL
    
    $
    150,000,000.00
    
    
    
    100
    %
 EI-1




---



##### 



EXHIBIT J TO LOAN AGREEMENT
 Borrowing Base PropertyTrexlertown Plaza
    
    Received 8/20/08;$77,650,000.00 (as completed)Lake Raystown Shopping Center
    
    Received 8/20/08; $16,900,000.00Blue Mountain Commons
    
    Received 8/20/08; $42,400,000.00 ( as completed)Carbondale Plaza
    
    Received 8/20/08; $8,050,000.00
 EJ-1




---



##### 



EXHIBIT EC
 ESTOPPEL CERTIFICATE
 ESTOPPEL CERTIFICATE AND AGREEMENT
 Landlord   Exhibit A Premises
 Tenant    Lease Exhibit B all capitalized terms used herein
which are not otherwise defined shall have the meaning ascribed to such term under the Lease
 Agent Lender Lenders Loan Arrangement Borrower
     EEC-1




---



##### 



Leasehold Mortgage
 Estoppel Certificate
   1.
    
    The Landlord and Tenant represent that:
    
 2.
    
    The Landlord represents that all rent presently due under the Lease has been paid in full,
and no additional rent is presently due under the Lease; and as of the date of this Estoppel
Certificate, there are no other payments due and payable from the Tenant to the Landlord under
the Lease.3.
    
    The Landlord represents and warrants that the Landlord is the owner of the fee simple estate
in the Premises and that its fee interest in the Premises is unencumbered, except as set forth
in Exhibit Cattached hereto.4.
    
    The Landlord acknowledges and agrees that the interest of the Landlord in and to the Premises
and the Lease shall not be encumbered beyond that which such interests are encumbered as of
the date hereof in any manner whatsoever without the prior written consent of the Agent.5.
    
    Upon the recording of the Security Instrument, the Landlord hereby:
 5.1
    
    recognizes Agent, and any successor, assignee or transferee of the Agent, as a
leasehold mortgagee"( as defined/described in the Lease), and acknowledges and
consents to the granting of the Leasehold Mortgage, and acknowledges and recognizes
that the Agent, as the mortgagee of the leasehold interest in the Lease,
 EEC-2




---



##### 



is entitled to the benefit of all of the rights and privileges provided to a
leasehold mortgagee under the Lease;5.2
    
    recognizes the rights of the Agent, and any successor, assignee or transferee
of the Agent, in and to the Premises as described in the Leasehold Mortgage, and
consents to the exercise by the Agent of its rights under the Leasehold Mortgage upon
the occurrence of an event of default by the Tenant under the Leasehold Mortgage;5.3
    
    recognizes the right of the Agent, and any successor, assignee or transferee of
the Agent, to exercise any options, including, without limitation, any renewal or
extension options or rights of first refusal provided to the Tenant under the Lease,
and agrees that if, prior to the exercise by the Agent of its rights under the
Leasehold Mortgage, the Tenant fails to exercise within the applicable time periods set
forth in the Lease any option including, without limitation, any renewal or extension
option or right of first refusal, the Landlord shall notify the Agent as
attorney-in-fact for the Tenant and the Agent shall be authorized, at its option, to
exercise any option or right within sixty (60) days of receipt of such notice and the
Landlord shall recognize said exercise of any option or right by the Agent;5.4
    
    agrees that the interest of the Landlord in and to the Premises and the Lease
shall not be transferred or assigned unless the transferee or assignee provides a
written agreement to the Agent that (i) said transfer or assignment is subject to the
terms and conditions of the Lease, and this Estoppel Certificate, and (ii) the
transferee or assignee assumes the obligations of the Landlord thereunder and
hereunder;5.5
    
    acknowledges that notwithstanding the occurrence of any event of default under
the Lease, the Landlord will not terminate, or allow or suffer the termination of, the
Lease, without the prior written consent of Agent; and5.6
    
    agrees that notwithstanding the terms of the Lease, any and all insurance
proceeds or eminent domain or condemnation awards or proceeds with respect to the
Premises shall be subject to the approval of the Agent and shall be payable to the
Agent, or otherwise made available for the repair or restoration of the Premises, all
in accordance with the terms and provisions of the Leasehold Mortgage.
 6.
    
    Upon notice to the Landlord by the Agent of the exercise of Agents rights against Tenant
(whether pursuant to the Leasehold Mortgage or otherwise) the Landlord shall:
 6.1
    
    not interfere with any enforcement by the Agent of the Agents rights in and to
the personal property of the Tenant located on the Premises;6.2
    
    not distrain nor assert any claim against the personal property of Tenant;6.3
    
    permit the Agent to enter upon the Premises and remove the personal property
from the Premises, provided, the Agent agrees that it shall promptly repair, at the
 EEC-3




---



##### 



Agents expense, any physical damage to the Premises caused by said removal; and6.5
    
    not interfere with the disposal of the personal property by sale (by public
auction or otherwise) conducted on the Premises.
 7.
    
    Until such time as the Agent executes and records a discharge of the Leasehold Mortgage:
 7.1
    
    no modifications, extensions, renewals or surrender of the Lease shall be
effective without the prior written consent of the Agent;7.2
    
    the Landlord shall not convey the Premises to the Tenant without the prior
written consent of the Agent;7.3
    
    any and all rights, easements and development agreements to be granted by, or
entered into with, the Landlord relative to the Premises shall not be granted or
entered into without the prior written consent of the Agent; and7.4
    
    the Landlord shall waive any provisions of the Lease which provide that Tenant
shall, upon request of the Landlord, subordinate the Lease to any lien of any present
or future mortgages granted by the Landlord.
 8.
    
    In the event of any default by the Tenant under the Lease, the Landlord shall:
 8.1
    
    cause a copy of any notice of default by the Tenant under the Lease or notice
of termination of the Lease to be sent to the Agent, and the Landlord agrees that any
such notice of default or termination shall not be deemed duly given and effective
unless and until a copy of such notice is actually received by the Agent; and8.2
    
    permit the Agent to cure or cause to be cured such default within thirty (30)
days of the receipt of notice from the Landlord of Tenants default if such default may
be cured by the payment of money, or, otherwise, within sixty (60) days of the receipt
of such notice.
 9.
    
    If the Agent fails to cause any default of the Tenant under the Lease to be cured, or such
default is incapable of being cured, during the applicable time period, the Landlord shall
further refrain from exercising its rights and/or remedies under the Lease and shall not
terminate the Lease if the Agent has provided the Landlord with written notice that either:
 9.1
    
    the Agent intends to cause the default to be cured and the Agent is diligently
pursuing the cure of such default; or9.2
    
    the Agent has or intends to make demand upon Tenant for payment or performance
under any agreement between Tenant and the Agent pertaining to the Loan Arrangement and
the Agent diligently pursues the exercise of its rights thereunder.
 EEC-4




---



##### 



11.
    
    Any default of the Tenant under the Lease which is cured or which is caused to be cured by
the Agent within the applicable cure period, shall be deemed to have been waived by the
Landlord and the Landlord shall not be entitled to exercise any rights or remedies granted to
Landlord under the Lease on account of the occurrence of such default.12.
    
    In the event any default of Tenant under the Lease is incapable of being cured, the Landlord
shall, upon the request of the Agent, execute a new lease with the Agent upon the same terms
and conditions (but providing for the revival of any rights and/or options which may have
lapsed due to the Tenants action or inaction under the Lease) as the Lease and such new lease
shall have the same relative priority in right, title and interest in and to the Premises as
the Lease.13.
    
    The Agent shall not become liable for the obligations of the Tenant under the Lease unless
and until the Agent obtains possession of the Premises and expressly agrees to assume all such
obligations, and then, only for the period during which the Agent is in possession of the
Premises. Upon the sale, transfer or assignment by the Agent of its interest in the Lease
and/or the Premises, the Agent shall have no further liability to the Landlord.14.
    
    Whether or not the Agent assumes the obligations of Tenant pursuant to Section 13, above, the
Agent shall have no liability to the Landlord for any obligations of Tenant under the Lease
arising prior to such assumption by the Agent.15.
    
    All notices under this Estoppel Certificate shall be sent certified mail, return receipt
requested as follows:If to Landlord:
 
 
 
 
  
 
 
 
  
 EEC-5




---



##### 



th
  
  16.
    
    Upon the request of the Agent, the Landlord will provide the Agent with estoppel
certificates, substantially similar in form and substance to this Estoppel Certificate, with
respect to the status of the Lease and the compliance by the Landlord and/or Tenant with
regard to specific terms, provisions and conditions set forth thereunder.17.
    
    Each party hereto agrees to execute such documents as may be reasonably required from time to
time to evidence or effectuate the terms and provisions hereof.18.
    
    This Estoppel Certificate is binding on, and shall inure to the benefit of, the Tenant, the
Agent, and the Landlord, and each of their successor and assigns.
  EEC-6




---



##### 



LANDLORD:By:Name:Title:TENANT:By:Name:Title:AGENT:KEYBANK, NATIONAL ASSOCIATIONBy:Name:Title:
 EEC-7




---



##### 



EXHIBIT A
 Premises
 (See Attached)
 EEC-8




---



##### 



EXHIBIT B
 Lease
 (See Attached)
 EEC-9




---



##### 



EXHIBIT C
 Encumbrances
 EEC-10




---



##### 



SCHEUDLE 6.14.2(i) TO LOAN AGREEMENT
 Borrowing Base Property
    
    Fee or Leasehold Estate InterestTrexlertown Plaza
    
    Fee InterestLake Raystown Shopping Center
    
    Fee InterestBlue Mountain Commons
    
    Fee InterestCarbondale Plaza
    
    Fee Interest
 S-1




---



##### 



Rights of First Refusal
  S-2




---



##### 



SCHEDULE 6.14.4(ii)
  S-3




---



##### 



SCHEDULE 6.14.4(iii)
  S-4




---



##### 



SCHEDULE 6.14.4(iv)
  S-5




---



##### 



SCHEDULE 6.14.5
 Affiliated with anGround Lessor(s)
    
    Affiliate of a Loan Party?None
 S-6




---



##### 



SCHEDULE CF
 CEDAR SHOPPING CENTERS, INC.
Projected Operating Budget
Funds From Operations (FFO) and Adjusted Funds From Operations (Cash Flow  AFFO)
Year Ending March 31, 2009
(unaudited)
 ConsolidatedtotalsRevenues:Rent
    
    $
    142,053,000Expense recoveries
    
    
    33,163,000Other
    
    
    559,000Total revenues
    
    
    175,775,000Expenses:Operating, maintenance and management
    
    
    28,714,000Real estate and other property-related taxes
    
    
    18,907,000General and administrative
    
    
    8,766,000Interest expense (including amortization of deferred financing costs)
    
    
    47,334,000Depreciation and amortization
    
    
    46,772,000Interest income and income from unconsolidated joint venture
    
    
    (1,525,000
    )Total expenses
    
    
    148,968,000Income before minority and limited partners interests
    
    
    26,807,000Minority interests
    
    
    (2,159,000
    )Limited partners interest
    
    
    (666,000
    )Net income
    
    
    23,982,000Preferred stock distribution requirements
    
    
    (7,877,000
    )Net income applicable to common shareholders
    
    
    16,105,000Add/deduct:Real estate depreciation and amortization
    
    
    46,502,000Limited partners interest
    
    
    666,000Minority interests
    
    
    2,159,000Minority interests share of FFO
    
    
    (5,993,000
    )Equity in income of unconsolidated joint venture
    
    
    (891,000
    )FFO from unconsolidated joint venture
    
    
    1,264,000FFO
    
    
    59,812,000Add/deduct:Pro rata share of straight-line rents
    
    
    (2,384,000
    )
 SCF-1




---



##### 



ConsolidatedtotalsPro rata share of amortization of intangible lease liabilities
    
    
    (13,166,000
    )Pro rata share of cap-x @ $0.55/sq.ft/year (excluding
development/redevelopment properties)
    
    
    (5,431,000
    )Pro rata share of scheduled debt amortization payments
    
    
    (6,766,000
    )Non-real estate depreciation and amortization
    
    
    1,882,000AFFO (Cash Flow)
    
    $
    33,947,000
 SCF-2