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