exv10w5xhy



 





EXHIBIT 10.5.h




SEVENTH AMENDMENT TO LOAN AGREEMENT




          This SEVENTH AMENDMENT TO LOAN AGREEMENT (hereinafter, the “Seventh Amendment”) is dated as of
October 17, 2007, by and among BANK OF AMERICA, N.A., a national banking association having an
address at IL1-231-10-35, 231 South LaSalle Street, Chicago, Illinois 60697, as Administrative
Agent (hereinafter, the “Administrative Agent”), BANK OF AMERICA, N.A., PB CAPITAL CORPORATION, a
lending institution having an address at 230 Park Avenue, 19th Floor, New York, New York
10169, MANUFACTURERS AND TRADERS TRUST COMPANY, a lending institution having an address at One M &
T Plaza, Buffalo, New York 14240, SOVEREIGN BANK, a lending institution having an address at 75
State Street, Boston, Massachusetts 02109, RAYMOND JAMES BANK, FSB, a lending institution having an
address at 710 Carillon Parkway, St. Petersburg, Florida 33716, CITIZENS BANK OF PENNSYLVANIA, a
lending institution having an address at 3025 Chemical Road 194-0245, Suite 245, Plymouth Meeting,
Pennsylvania 19462, KEYBANK, NATIONAL ASSOCIATION, a lending institution having an address at 225
Franklin Street, 18th Floor, Boston, Massachusetts, 02110, LASALLE BANK NATIONAL ASSOCIATION, a
lending institution having an address at 135 S. LaSalle Street, Chicago, Illinois, 60603, and the
other lending institutions which are or may hereafter become parties to the Loan Agreement (as
defined below), as the Lenders (collectively, the “Lenders”), and CEDAR SHOPPING CENTERS
PARTNERSHIP, L.P., a Delaware limited partnership having an address at 44 South Bayles Avenue, Port
Washington, New York 11050, as the Borrower (hereinafter, the “Borrower”). All capitalized terms
not otherwise defined herein shall have the same meaning ascribed to such terms and set forth under
the Loan Agreement.




BACKGROUND




          WHEREAS, Bank of America, N.A., as Administrative Agent, Bank of America, N.A., Commerzbank AG
New York Branch, PB Capital Corporation, Manufacturers and Traders Trust Company, Sovereign Bank,
Raymond James Bank, FSB, Keybank, National Association, LaSalle Bank National Association and
Citizens Bank of Pennsylvania, as the lenders (hereinafter, the “Original Lenders”), and Borrower
entered into a certain loan arrangement (hereinafter, the “Loan Arrangement”) evidenced by, among
other documents, instruments and agreements, that certain Loan Agreement dated as of January 30,
2004, as amended by that certain First Amendment to Loan Agreement dated as of June 16, 2004, that
certain Second Amendment to Loan Agreement dated as of November 2, 2004, that certain Third
Amendment to Loan Agreement dated as of January 28, 2005, that certain Fourth Amendment to Loan
Agreement dated as of December 16, 2005, that certain Fifth Amendment to Loan Agreement dated as of
June 29, 2006, and that certain Sixth Amendment to Loan Agreement dated as of October 20, 2006
(hereinafter, collectively, the “Loan Agreement”), and those certain promissory notes dated as of
various dates executed by the Borrower in favor of the Lenders in the aggregate principal amount of
up to $300,000,000.00 (hereinafter, individually and collectively, the “Note”); and




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





	 	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.




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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




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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.






[The balance of this page is intentionally left blank]



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          IN WITNESS WHEREOF, this Seventh 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:  	President 	 



	 	 	 	 	 
	 	ADMINISTRATIVE AGENT:



BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/ Mark Mokelke
 	 
	 	 	Name:  	Mark Mokelke 	 
	 	 	Title:  	Vice President 	 



	 	 	 	 	 
	 	LENDERS:



BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/ Mark Mokelke
 	 
	 	 	Name:  	Mark Mokelke 	 
	 	 	Title:  	Vice President 	 



	 	 	 	 	 
	 	PB CAPITAL CORPORATION

 	 
	 	By:  	/s/ Michael J. Rodgers
 	 
	 	 	Name:  	Michael J. Rodgers  	 
	 	 	Title:  	Vice President 	 
	 	 	 
	 	By:  	/s/ Olivia A. Lam
 	 
	 	 	Name:  	Olivia A. Lam 	 
	 	 	Title:  	Vice President 	 



S-1









 






	 	 	 	 	 



	 	 	 	 	 
	 	SOVEREIGN BANK

 	 
	 	By:  	/s/ T. Gregory Donohue
 	 
	 	 	Name:  	T. Gregory Donohue 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	RAYMOND JAMES BANK, FSB

 	 
	 	By:  	/s/ Steven F. Paley
 	 
	 	 	Name:  	Steven F. Paley 	 
	 	 	Title:  	Vice President 	 
	 
	 	CITIZENS BANK OF PENNSYLVANIA

 	 
	 	By:  	/s/ Robert L. Schopf
 	 
	 	 	Name:  	Robert L. Schopf 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	KEYBANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Gregory W. Lane
 	 
	 	 	Name:  	Gregory W. Lane 	 
	 	 	Title:  	Vice President 	 
	 
	 	LASALLE BANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Robert E. Goeckel
 	 
	 	 	Name:  	Robert E. Goeckel 	 
	 	 	Title:  	FVP 	 
	 




S-2











 





EXHIBIT A




EXHIBIT F TO LOAN AGREEMENT




OWNERSHIP INTERESTS AND TAXPAYER IDENTIFICATION NUMBERS




	 	 	 	 	 
	 	 	 	 	Tax Identification
	Entity Name	 	Partners/Members	 	Number
	 
	 	 	 	 
	Cedar-South Philadelphia I,
LLC

	 	Cedar-South
Philadelphia II,
LLC (100%)
	 	90-0082050
	 
	 	 	 	 
	Cedar-South Philadelphia II,
LLC

	 	Cedar Shopping
Centers
Partnership, L.P.
(100%)
	 	90-0082060
	 
	 	 	 	 
	Cedar-Riverview LP

	 	Cedar-Riverview LLC
(1%; general
partner);
CSC-Riverview LLC
(99%; limited
partner)
	 	20-0422200
	 
	 	 	 	 
	Cedar-Riverview LLC

	 	Cedar Shopping
Centers
Partnership, L.P.
(100%)
	 	20-0151534
	 
	 	 	 	 
	CSC-Riverview LLC

	 	Cedar Shopping
Centers
Partnership, L.P.
(100%)
	 	20-0151125
	 
	 	 	 	 
	Cedar Lender LLC

	 	Cedar Shopping
Centers
Partnership, L.P.
(100%)
	 	20-0447171
	 
	 	 	 	 
	Delaware 1851 Associates, LP

	 	Cedar-Columbus LLC
(1%; general
partner);
CSC-Columbus LLC
(99%; limited
partner)
	 	23-2999402
	 
	 	 	 	 
	Cedar-Columbus LLC

	 	Cedar Shopping
Centers
Partnership, L.P.
(100%)
	 	20-0151547
	 
	 	 	 	 
	Cedar Sunset Crossing, LLC

	 	Cedar Shopping
Centers
Partnership, L.P.
(100%)
	 	20-0579586
	 
	 	 	 	 
	CSC-Columbus LLC

	 	Cedar Shopping
Centers
Partnership, L.P.
(100%)
	 	20-0151526
	 
	 	 	 	 
	Cedar Dubois, LLC

	 	Cedar Shopping
Centers
Partnership, L.P.
(100%)
	 	20-0768567
	 
	 	 	 	 
	Swede Square Associates, L.P.

	 	Swede Square, LLC
(0.1%; general
partner); Cedar
Shopping Centers
Partnership, L.P.
(99.9%; limited
partner)
	 	02-0673581
	 
	 	 	 	 
	Swede Square, LLC

	 	Cedar Shopping
Centers
Partnership, L.P.
(100%)
	 	02-0673593
	 
	 	 	 	 
	Cedar Lake Raystown, LLC

	 	Cedar Shopping
Centers
Partnership, L.P.
(100%)
	 	20-1158059






Ex A-1









 






	 	 	 	 	 
	 	 	 	 	Tax Identification
	Entity Name	 	Partners/Members	 	Number
	 
	 	 	 	 
	Cedar Huntingdon, LLC

	 	Cedar Shopping
Centers
Partnership, L.P.
(100%)
	 	20-1157929
	 
	 	 	 	 
	Cedar Brickyard, LLC

	 	Cedar Shopping
Centers
Partnership, L.P.
(100%)
	 	20-2011661
	 
	 	 	 	 
	Cedar St. James, LLC

	 	Cedar Shopping
Centers
Partnership, L.P.
(100%)
	 	20-2311739
	 
	 	 	 	 
	Cedar Kenley Village, LLC

	 	Cedar Shopping
Centers
Partnership, L.P.
(100%)
	 	20-2311870
	 
	 	 	 	 
	Cedar-Valley Plaza, LLC

	 	Cedar Shopping
Centers
Partnership, L.P.
(100%)
	 	42-1596164
	 
	 	 	 	 
	Cedar-Glen Allen UK, LLC

	 	Cedar Shopping
Centers
Partnership, L.P.
(100%)
	 	20-3797757
	 
	 	 	 	 
	Cedar-Fredericksburg UK, LLC

	 	Cedar Shopping
Centers
Partnership, L.P.
(100%)
	 	20-3797657
	 
	 	 	 	 
	Cedar-Salem Run, LLC

	 	Cedar Shopping
Centers
Partnership, L.P.
(100%)
	 	20-3797596
	 
	 	 	 	 
	Cedar-VA Commons LLC

	 	Cedar Shopping
Centers
Partnership, L.P.
(100%)
	 	20-3797692
	 
	 	 	 	 
	Cedar-Revere LLC

	 	Cedar Shopping
Centers
Partnership, L.P.
(100%)
	 	20-3528504
	 
	 	 	 	 
	Cedar-Carlisle, LLC

	 	Cedar Shopping
Centers
Partnership, L.P.
(100%)
	 	20-3397838
	 
	 	 	 	 
	Cedar-Trexler Plaza 2, LLC

	 	Cedar Shopping
Centers
Partnership, L.P.
(100%)
	 	20-5065081
	 
	 	 	 	 
	Cedar-Oakhurst, LLC

	 	Cedar Shopping
Centers
Partnership, L.P.
(100%)
	 	20-5233216
	 
	 	 	 	 
	Cedar-Palmyra, LLC

	 	Cedar Shopping
Centers
Partnership, L.P.
(100%)
	 	20-3897470
	 
	 	 	 	 
	Cedar-Stadium Plaza, LLC

	 	Cedar Shopping
Centers
Partnership, L.P.
(100%)
	 	20-2957198
	 
	 	 	 	 
	Cedar-Annie Land, LLC

	 	Cedar Shopping
Centers
Partnership, L.P.
(100%)
	 	20-5412150
	 
	 	 	 	 
	Cedar-Arlington Road, LLC

	 	Cedar Shopping
Centers
Partnership, L.P.
(100%)
	 	20-2369571
	 
	 	 	 	 
	Cedar-Zanesville LLC

	 	Cedar Shopping
Centers
Partnership, L.P.
(100%)
	 	20-2369724
	 
	 	 	 	 
	Cedar-Cuyahoga, LLC

	 	Cedar Shopping
Centers
Partnership, L.P.
(100%)
	 	20-5871202
	 
	 	 	 	 
	Cedar-Westfield LLC

	 	Cedar Shopping
Centers
Partnership, L.P.
(100%)
	 	20-2371880






Ex A-2









 






	 	 	 	 	 
	 	 	 	 	Tax Identification
	Entity Name	 	Partners/Members	 	Number
	 
	 	 	 	 
	Cedar-Fairview Commons, LLC

	 	Cedar Shopping
Centers
Partnership, L.P.
(100%)
	 	20-8241755
	 
	 	 	 	 
	Cedar-Medina LLC

	 	Cedar Shopping
Centers
Partnership, L.P.
(100%)
	 	20-2369181
	 
	 	 	 	 
	Cedar-Norwood, LLC

	 	Cedar Shopping
Centers
Partnership, L.P.
(100%)
	 	20-5610606






Ex A-3









 






EXHIBIT B




EXHIBIT J TO LOAN AGREEMENT




	 	 	 
	 	 	Adjusted Appraised Value as
	Borrowing Base Property	 	of September 30, 2007
	 
	 	 
	South Philadelphia Shopping Plaza
	 	$36,400,000.00
	Philadelphia, Pennsylvania
	 	 
	 
	 	 
	Riverview Shopping Center
	 	$43,200.000.00
	Philadelphia, Pennsylvania
	 	 
	 
	 	 
	Sunset Crossing Shopping Center
	 	$11,250,000.00
	Dickson, Pennsylvania
	 	 
	 
	 	 
	Columbus Crossing Shopping Center
	 	$23,000,000.00
	Philadelphia, Pennsylvania
	 	 
	 
	 	 
	Dubois Commons Shopping Center
	 	$17,690,000.00
	Sandy, Pennsylvania
	 	 
	 
	 	 
	Swede Square Shopping Center
	 	$11,500,000.00 (subject to
	East Norriton, Pennsylvania
	 	further update to take into
	 
	 	account the appraised value
	 
	 	of the Penn Square Tavern)
	 
	 	 
	Lake Raystown Shopping Center
	 	$6,700,000.00
	Smithfield, Pennsylvania
	 	 
	 
	 	 
	Brickyard Shopping Center
	 	$28,200,000.00
	Berlin, Connecticut
	 	 
	 
	 	 
	Valley Plaza Shopping Center,
Hagerstown,
Maryland
	 	$9,950,000.00
	 
	 	 
	St. James Shopping Center,
Hagerstown,
Maryland
	 	$4,250,000.00
	 
	 	 
	Kenley Village Shopping Center,
 Hagerstown,
Maryland
	 	$3,750,000.00
	 
	 	 
	Ukrop’s Shopping Center,

Fredericksburg, Virginia
	 	$16,000,000.00
	 
	 	 
	Ukrop’s Shopping Center,

Glen Allen, Virginia
	 	$6,300,000.00
	 
	 	 
	Virginia Center Commons

Glen Allen, Virginia
	 	$4,900,000.00
	 
	 	 
	The Shoppes at Salem Run

Fredericksburg, Virginia
	 	$5,300,000.00






Ex B-1









 






	 	 	 
	 	 	Adjusted Appraised Value as
	Borrowing Base Property	 	of September 30, 2007
	 
	 	 
	Unit 2 of The Shops at Suffolk Downs
	 	$19,300,000.00 (As Is)
	Condominium

	 	$20,900,000.00 (At
	Revere, Massachusetts
	 	Completion)
	 
	 	 
	Point at Carlisle Shopping Center

Carlisle, Pennsylvania
	 	$12,900,000.00
	 
	 	 
	Trexlertown Plaza (Units 1, 3A and 4)

Trexlertown, Pennsylvania
	 	$27,500,000.00
	 
	 	 
	Oakhurst Plaza

Harrisburg, Pennsylvania
	 	$22,500,000.00
	 
	 	 
	Palmyra Shopping Center 

Palmyra, Pennsylvania
	 	$7,400,000.00
	 
	 	 
	Stadium Plaza

East Lansing, MI
	 	$11,500,000.00
	 
	 	 
	Annie Land Plaza

	 	$4,200,000.00
	Lovington, Virginia
	 	 
	 
	 	 
	First Merit Bank
	 	$900,000.00
	Akron, Ohio
	 	 
	 
	 	 
	Family Dollar
	 	$700,000.00
	Zanesville, Ohio
	 	 
	 
	 	 
	First Merit Bank
	 	$975,000.00
	Cuyahoga Falls, Ohio
	 	 
	 
	 	 
	CVS Drugstore
	 	$2,250,000.00
	Village of Westfield, New York
	 	 
	 
	 	 
	Fairview Commons
	 	$4,700,000 (As Is)
	Fairview Township, Pennsylvania
	 	$5,200,000 (Upon Stabilization)
	 
	 	 
	McDonalds and Waffle House
	 	$1,100,000.00
	Medina, Ohio
	 	 
	 
	 	 
	Hannaford Plaza
	 	$9,600,000.00
	Norwood, Massachusetts
	 	 





Ex B-2









 



EXHIBIT C




SCHEDULE 6.14.2(i) TO LOAN AGREEMENT




	 	 	 
	Borrowing Base Property	 	Fee or Leasehold Estate Interest
	 
	 	 
	South Philadelphia Shopping Plaza

Philadelphia, Pennsylvania

	 	Leasehold
	 
	 	 
	Riverview Shopping Center

Philadelphia, Pennsylvania

	 	Fee and Leasehold
	 
	 	 
	Sunset Crossing Shopping Center

Dickson, Pennsylvania

	 	Fee
	 
	 	 
	Columbus Crossing Shopping Center

Philadelphia, Pennsylvania

	 	Fee
	 
	 	 
	Dubois Commons Shopping Center

Sandy, Pennsylvania

	 	Fee
	 
	 	 
	Swede Square Shopping Center

East Norriton, Pennsylvania

	 	Fee
	 
	 	 
	Lake Raystown Shopping Center

Smithfield, Pennsylvania

	 	Fee
	 
	 	 
	Brickyard Shopping Center 

Berlin, Connecticut

	 	Fee
	 
	 	 
	Valley Plaza Shopping Center,

Hagerstown, Maryland

	 	Fee
	 
	 	 
	St. James Shopping Center,

Hagerstown, Maryland

	 	Fee
	 
	 	 
	Kenley Village Shopping Center,

Hagerstown, Maryland

	 	Fee
	 
	 	 
	Ukrop’s Shopping Center,

Fredericksburg, Virginia

	 	Fee
	 
	 	 
	Ukrop’s Shopping Center,

Glen Allen, Virginia

	 	Fee
	 
	 	 
	Virginia Center Commons, 

Glen Allen, Virginia

	 	Fee
	 
	 	 
	The Shoppes at Salem Run, 

Fredericksburg, Virginia

	 	Fee
	 
	 	 
	Unit 2 of The Shops at Suffolk
Downs Condominium,

Revere, Massachusetts

	 	Fee
	 
	 	 
	Point at Carlisle Shopping Center

Carlisle, Pennsylvania

	 	Fee
	 
	 	 
	Trexlertown Plaza (Units 1, 3A
and 4)

Trexlertown, Pennsylvania

	 	Fee






Ex C-1







 






	 	 	 
	Borrowing Base Property	 	Fee or Leasehold Estate Interest
	 
	 	 
	Oakhurst Plaza 

Harrisburg, Pennsylvania

	 	Fee
	 
	 	 
	Palmyra Shopping Center

Palmyra, Pennsylvania

	 	Fee and Access Easement
	 
	 	 
	Stadium Plaza 

East Lansing, MI

	 	Fee
	 
	 	 
	Annie Land Plaza 

Lovington, Virginia

	 	Fee
	 
	 	 
	First Merit Bank 

Akron, Ohio

	 	Fee
	 
	 	 
	Family Dollar 

Zanesville, Ohio

	 	Fee
	 
	 	 
	First Merit Bank 

Cuyahoga Falls, Ohio

	 	Fee
	 
	 	 
	CVS Drugstore

Village of Westfield, New York

	 	Fee
	 
	 	 
	Fairview Commons 

Fairview Township, Pennsylvania

	 	Fee
	 
	 	 
	McDonalds and Waffle House

Medina, Ohio

	 	Fee
	 
	 	 
	Hannaford Plaza 

Norwood, Massachusetts

	 	Fee






Ex C-2









 






Rights of First Refusal



Right of First Refusal, executed on October 31, 2003, and effective as of November 3, 2003, granted
by Cedar-Riverview LP, a Pennsylvania limited partnership, to Firehouse Realty Corp., a
Pennsylvania corporation, Reed Development Associates, Inc., a Pennsylvania corporation, South
River View Plaza, Inc., a Pennsylvania corporation, River View Development Corp., a Pennsylvania
corporation, and Riverview Commons, Inc., a Pennsylvania corporation.



Right of First Refusal, executed on November 19, 2003, and effective as of December 9, 2003,
granted by Delaware 1851 Associates, LP, a Pennsylvania limited partnership, to Welsh-Square, Inc.,
a Pennsylvania corporation, Indenture of Trust of Bart Blatstein dated as of June 9, 1998, a
Pennsylvania trust, and Irrevocable Indenture of Trust of Barton Blatstein dated July 13, 1999, a
Pennsylvania trust.





RFR-1