AMENDMENT TO RECAPITALIZATION AGREEMENT
AMENDMENT TO AGREEMENT (this "Amendment") made as of this 3rd day of
November, 2003 by and among DELAWARE 1851 ASSOCIATES, LP, a Pennsylvania limited
partnership (the "Partnership"), INDENTURE OF TRUST OF XXXX XXXXXXXXX DATED AS
OF JUNE 9, 1998, a Pennsylvania trust ("1998 Trust"), IRREVOCABLE INDENTURE OF
TRUST OF XXXXXX XXXXXXXXX DATED JULY 13, 1999, a Pennsylvania trust ("1999
Trust"; and together with 1998 Trust, "Original LPs"), WELSH-SQUARE, INC., a
Pennsylvania corporation ("Original GP"; Original LPs and Original GP are
sometimes collectively referred to herein as the "Owners", or each individually,
an "Owner") and CSC-COLUMBUS LLC ("Cedar").
W I T N E S S E T H
WHEREAS, the Owners and Cedar entered into that certain Recapitalization
Agreement (the "Recap Agreement"), dated as of October 2, 2003.
WHEREAS, the Owners and Cedar desire to modify the Recap Agreement as
hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, the parties hereto covenant and agree
as follows:
A. Capitalized terms used, and not otherwise defined
herein, shall have the respective meanings set forth in the Recap Agreement.
B. Section 1.3 of the Recap Agreement is deemed to be
omitted in its entirety as are any references in the Recap Agreement to that
Section.
C. Section 7.1.1 of the Recap Agreement is deemed to be
modified to provide that the date upon which the Closing is scheduled to occur
shall be November 21, 2003.
D. Section 2.1 of the Agreement shall be deemed to be
modified to provide that the Owners Loan shall be made by Cedar Lender LLC, an
affiliate of Cedar, rather than by Cedar itself.
E. Except as expressly modified or amended by this
Amendment, all of the terms, covenants and conditions of the Recap Agreement are
hereby ratified and confirmed.
F. Except insofar as reference to the contrary is made in
any such instrument, all references to the "Recapitalization Agreement" in any
future correspondence or notice shall be deemed to refer to the Recap Agreement
as modified by this Amendment.
G. This Amendment may be signed in any number of
counterparts, each of which shall be deemed to be an original, with the same
effect as if the signatures thereto and hereto were on the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the date first above written.
DELAWARE 1851 ASSOCIATES, LP
By: Welsh-Square, Inc., its general partner
By: /s/ Xxxx Xxxxxxxxx
---------------------------------
Name: Xxxx Xxxxxxxxx
Title: President
WELSH-SQUARE, INC.
By: /s/ Xxxx Xxxxxxxxx
---------------------------------
Name: Xxxx Xxxxxxxxx
Title: President
INDENTURE OF TRUST OF XXXX XXXXXXXXX DATED
AS OF JUNE 9, 1998
By: /s/ Xxx Xxxxxxxxx
---------------------------------
Name: Xxx Xxxxxxxxx
Title: Co-Trustee
By: /s/ Xxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Co-Trustee
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Co-Trustee
IRREVOCABLE INDENTURE OF TRUST OF XXXXXX
XXXXXXXXX DATED AS OF JULY 13, 1999
By: /s/ Xxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Co-Trustee
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Co-Trustee
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CSC-COLUMBUS LLC
By: CEDAR SHOPPING CENTERS PARTNERSHIP, L.P.,
ITS MEMBER
By: CEDAR SHOPPING CENTERS, INC.,
ITS GENERAL PARTNER
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
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