Exhibit 10.1 SECOND AMENDMENT TO CONTRIBUTION AND SALE AGREEMENT This SECOND AMENDMENT TO CONTRIBUTION AND SALE AGREEMENT (this "Amendment") dated as of April 25, 2005 by and between the entities listed on EXHIBIT 1 attached hereto and made a part hereof, each an Ohio limited liability company (individually, a "Seller," and collectively, the "Sellers") and CEDAR SHOPPING CENTERS PARTNERSHIP, L.P., a Delaware limited partnership ("CSCP"). W I T N E S S E T H: WHEREAS, Sellers and CSCP entered into that certain Contribution and Sale Agreement, dated as of February 3, 2005 and that certain Amendment to Contribution and Sale Agreement, dated as of April 5, 2005 (collectively, the "Contract"); and WHEREAS, Sellers and CSCP desire to amend the terms of the Contract as hereinafter set forth. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Amendment, and in consideration of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, Sellers and CSCP hereby covenant and agree as follows: 1. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Contract. 2. The term "Stabilized Assumable Debt" (as defined in Section (a)(i) of Article II of the Contract) shall be deemed to mean those loans set forth on EXHIBIT 2 attached hereto and made a part hereof. 3. (a) Notwithstanding anything to the contrary contained in Article II of the Contract, Sellers and CSCP acknowledge and agree that in lieu of the Title Company holding the Stabilized Holdback: (i) a portion of the Stabilized Holdback with respect to Movie Gallery at the Geneseo Property, in the amount of $165,980, shall be held by CSCP, and the remaining portion of the Stabilized Holdback with respect to Movie Gallery at the Geneseo Property, in the amount of $386,000, shall be held by KeyBank National Association ("KeyBank"); and (ii) the entire Stabilized Holdback with respect to Olympia Sports at the New Milford Property in the amount of $699,422 shall be held by CSCP. (b) Upon satisfaction of the conditions set forth in the Contract for release of the Stabilized Holdback (and with respect to the portion of the Movie Gallery Stabilized Holdback being held by KeyBank, upon release by KeyBank), CSCP shall, in accordance with the terms of the Contract, either retain for its own account or pay to the applicable Seller, the Stabilized Holdback or applicable portion thereof. (c) Notwithstanding anything to the contrary contained in Article II of the Contract, Sellers and CSCP acknowledge and agree that in lieu of CSCP holding the entire Sleepys Holdback, a portion of the Sleepys Holdback in the amount of $652,000 shall be held by KeyBank, and the remaining portion of the Sleepys Holdback in the amount of $699,000 shall be held by CSCP. Upon satisfaction of the conditions set forth in the Contract for release of the Sleepys Holdback (and with respect to the portion of the Sleepys Holdback being held by KeyBank, upon release by KeyBank), CSCP shall, in accordance with the terms of the Contract, either retain for its own account or pay to the applicable Seller, the Sleepys Holdback or applicable portion thereof. (d) Sellers and CSCP further acknowledge and agree that KeyBank shall have the right to transfer its portion of the Stabilized Holdback and/or the Sleepys Holdback to its loan servicer or to any successor in connection with an assignment of its interest in the applicable loans held by KeyBank. 4. A portion of the Stabilized Consideration in the amount of $43,750 (the "Lodi Holdback") shall be held by CSCP in accordance with the terms of this Paragraph 4, on account of asphalt repairs required to be made to the Stabilized Premises located in Lodi, Ohio (the "Lodi Premises"), as more particularly set forth in the estoppel certificate delivered by Discount Drug Mart to CSCP in connection with the closing (said repairs, the "Repairs"). Upon Discount Drug Mart delivering to CSCP or its designee that owns the Lodi Premises an estoppel certificate or written acknowledgment reasonably satisfactory to CSCP indicating that the Repairs shall have been completed in a manner satisfactory to Discount Drug Mart, the Lodi Holdback shall be paid to the Seller of the Lodi Premises. 5. (a) CSCP hereby waives the condition precedent to CSCP's obligation to close that the Existing Lender holding the loan on the Conveyed Buffalo Broad Property and the Released Buffalo Broad Property (collectively, the "Buffalo Broad Property") issue the Buffalo Broad Release, as more particularly set forth in Section 2 of Article V of the Contract. Accordingly, at the Closing, CSCP (or its nominee or designee) shall acquire title to the entire Buffalo Broad Property. (b) Sellers hereby agree to use best efforts following the Stabilized Closing Date to obtain the Buffalo Broad Release in recordable form satisfactory to the Title Company and otherwise satisfactory to CSCP releasing the Released Buffalo Broad Property from the lien of said mortgage and removing the Released Buffalo Broad Property (and any references thereto) from the other loan documents evidencing, securing and/or relating to said loan. Sellers shall pay all costs and expenses in connection with obtaining the Buffalo Broad Release, including, without limitation, all costs and expenses of the holder of the mortgage on the Buffalo Broad Property (the "Buffalo Broad Mortgagee"). If the Buffalo Broad Mortgagee shall agree to grant the Buffalo Broad Release, contemporaneously with the recordation of the Buffalo Broad Release, CSCP (or its designee or nominee holding title to the Buffalo Broad Released Property) shall convey the Buffalo Broad Released Property to Buffalo Broad Company LLC or its designee or nominee ("Buffalo Broad Owner") without recourse, and without representation or warranty of any kind whatsoever. 2 (c) In the event that Sellers shall not have obtained the Buffalo Broad Release in accordance with this Paragraph 5 on or before the date that shall be six (6) months following the Stabilized Closing Date, and provided that the entering into and the performance under the Buffalo Broad Ground Lease (as hereinafter defined) does not violate any Law or the terms of any financing documents secured by the Buffalo Broad Property or the terms of any easement, covenant, condition or restriction encumbering all or a portion of the Buffalo Broad Property or any Lease applicable to all or any portion of the Buffalo Broad Property, CSCP (or its designee or nominee taking title to the Buffalo Broad Property) shall enter into a ground lease with the Buffalo Broad Owner having the terms set forth on EXHIBIT QQ-1 attached to the Contract (and otherwise in form and content acceptable to CSCP) (the "Buffalo Broad Ground Lease") for the Released Buffalo Broad Property. Sellers shall pay all costs and expenses in connection with obtaining the consent of the Buffalo Broad Mortgagee to the Buffalo Broad Ground Lease, including attorneys' fees and disbursements. (d) Supplementing the provisions of Article XXV of the Contract, Seller Indemnitors (other than Dave Thomas), by execution of this Amendment, hereby agree, on a joint and several basis, to indemnify, defend and hold harmless the CSCP Parties from and against any and all Claims asserted against, incurred or suffered by any CSCP Party in connection with, related to or arising from the ownership of the Released Buffalo Broad Property during the period commencing on the Stabilized Closing Date and ending on the earlier to occur of (i) the conveyance of the Released Buffalo Broad Property to Buffalo Broad Owner, or (ii) the execution of the Buffalo Broad Ground Lease. (e) The provisions of this Paragraph 5 shall survive the Closing. 6. The Contract is hereby amended by inserting the following provision as subsection (bb) of Section 1 of Article VI, immediately following subsection (aa) of Section 1 of Article VI: "There are no utility lines in the easements described on Exhibit VV attached hereto and made a part hereof (the "Centerville Easements") encumbering the Stabilized Property known as 1501-1575 Lyons Road, Centerville, Ohio (the "Centerville Property"). Sellers hereby acknowledge that KeyBank National Association, as the holder of a mortgage encumbering the Centerville Property (the "Centerville Mortgage"), and any parties which become holders of the Centerville Mortgage subsequent to the date hereof by reason of assignment, consolidation or otherwise (KeyBank National Association and any such subsequent holders of the Centerville Mortgage being hereinafter referred to collectively as the "Centerville Mortgagee"), shall be deemed to be third party beneficiaries of the representations and warranties made by Sellers in favor of CSCP pursuant to this subsection (bb)." 7. The Contract is hereby amended by inserting the following provision as subsection (cc) of Section 1 of Article VI, immediately following subsection (bb) of Section 1 of Article VI: "Sellers hereby represent that there are no third party property managers or leasing agents (other than GBC Property Management, L.L.C.) for any of the Premises, except as set forth on Exhibit WW attached hereto and made a part hereof." 8. The Contract is hereby amended by inserting the following provision as subsection (dd) of Section 1 of Article VI, immediately following subsection (cc) of Section 1 of Article VI: "Sellers hereby represent that (i) they have delivered to the Town of Geneseo a check in the 3 amount of $________ (the "Landscaping Payment"), and (ii) completion of the landscaping is not a condition to the issuance of the certificate of occupancy for the building permits for the site." 9. In furtherance of, and without limiting the generality of, Articles XXIII and XLIII of the Contract, Sellers shall pay all costs and expenses of the holder of any mortgage encumbering (i) the Lodi Property in connection with the Lodi Subdivision, (ii) the Gahanna Property in connection with the Gahanna Subdivision, (iii) the Mason Property in connection with the Mason Subdivision, and (iv) the Stabilized Property located in Powell, Ohio in connection with the dedication of Attucks Drive to the appropriate governmental authorities. The provisions of this Paragraph 9 shall survive the Closing. 10. Supplementing the provisions of Article XXV of the Contract, Harry W. Giltz, II, Harry W. Giltz, III and Giltz & Associates, Inc. (collectively, "Key Bank Assumption Indemnitors"), by execution of this Amendment, hereby agree, on a joint and several basis, to indemnify, defend and hold harmless the CSCP Parties from and against any and all Claims asserted against, incurred or suffered by any CSCP Party in connection with, related to or arising from: (a) that certain loan in the original principal amount of $2,760,000 (the "McCormick Loan") made by National Realty Funding L.C. to 23300 Lorain Road Company, LLC ("McCormick Seller") arising from acts and/or omissions occurring prior to the assumption by Cedar-McCormick LLC of the McCormick Loan, including, without limitation, any Claims arising from acts and/or omissions occurring prior to the assumption by Cedar-McCormick LLC of the McCormick Loan under (i) that certain Environmental Indemnity Agreement executed by McCormick Seller, and (ii) those certain Key Principal's Limited Guaranty Agreements executed respectively by Harry W. Giltz, II, Harry W. Giltz, III, Giltz & Associates, Inc. and James B. Abraham; (b) that certain loan in the original principal amount of $2,330,000 (the "Chestnut Loan") made by KeyBank National Association to 825 East Chestnut Company, LLC ("Chestnut Seller") arising from acts and/or omissions occurring prior to the assumption by Cedar-Chestnut LLC of the Chestnut Loan, including, without limitation, any Claims arising from acts and/or omissions occurring prior to the assumption by Cedar-Chestnut LLC of the Chestnut Loan under (i) that certain Environmental Indemnity Agreement executed by Harry W. Giltz, II an Harry W. Giltz, III (collectively, "Chestnut Guarantor") and Chestnut Seller, and (ii) that certain Guaranty and Indemnity executed by Chestnut Guarantor. The provisions of this Paragraph 10 shall survive the Closing. 11. Supplementing the provisions of Article XXV of the Contract, Seller Indemnitors (other than Dave Thomas), by execution of this Amendment, hereby agree, on a joint and several basis, to indemnify, defend and hold harmless the CSCP Parties from and against any and all Claims asserted against, incurred or suffered by any CSCP Party in connection with, related to or arising from the failure of Sellers of the Pennsylvania Properties to comply with Pennsylvania bulk sales laws and regulations to the extent applicable to the transactions contemplated by this Agreement, including, without limitation, the giving of all notices and the delivery to CSCP of 4 all clearance certificates from the Pennsylvania Department of Revenue and Pennsylvania Department of Labor and Industry. The provisions of this Paragraph 11 shall survive the Closing. 12. Sellers hereby agree to cause the Centerville Easements to be relocated and/or released of record in a manner satisfactory to CSCP and the Centerville Mortgagee. Sellers shall cause such relocation and/or release to occur as expeditiously as possible, and in any event on or before the date that shall be six (6) months following the Stabilized Closing Date. Sellers shall pay all costs and expenses in connection with such relocation and/or release, including, without limitation, all costs and expenses of the Centerville Mortgagee. Sellers and CSCP shall cooperate with each other in connection with such relocation and/or release. All documents and instruments required to be executed in connection with such relocation and/or release shall be in form and content satisfactory to CSCP and the Centerville Mortgagee. The Seller Indemnitors, by execution of this Amendment, hereby agree, on a joint and several basis, to indemnify, defend and hold harmless the CSCP Parties from and against any and all Claims asserted against, incurred or suffered by any CSCP Party in connection with, related to or arising from the breach of the Sellers under this Paragraph 12 or the failure of the Sellers to comply with their obligations under this Paragraph 12. The provisions of this Paragraph 12 shall survive the Closing. 13. Sellers hereby agree to obtain, within six (6) months following the date hereof, the proposed sanitary sewer easement (the "Shelby Easement") that is set forth on the survey delivered in connection with the Closing with respect to the Stabilized Premises located at 209-219 Mansfield Avenue, Shelby, Ohio (the "Shelby Premises"). In the event that Sellers shall fail to obtain the Shelby Easement within said six (6) month period, then, promptly following CSCP's request, Sellers shall, at Sellers' cost and expense, cause the sanitary sewer drain located on the Shelby Premises to be relocated in a location and pursuant to plans approved by CSCP and otherwise in a manner satisfactory to CSCP in its sole and absolute discretion. The Seller Indemnitors (other than Dave Thomas), by execution of this Amendment, hereby agree, on a joint and several basis, to indemnify, defend and hold harmless the CSCP Parties from and against any and all Claims asserted against, incurred or suffered by any CSCP Party in connection with, related to or arising from the breach of the Sellers under this Paragraph 13 or the failure of the Sellers to comply with their obligations under this Paragraph 13. The provisions of this Paragraph 13 shall survive the Closing. 14. A principal of Touch of Mom, LLC ("Touch of Mom"), a Tenant at the Stabilized Premises known as 797-845 Hill Road North, Pickerington, Ohio (the "Pickerington Premises") has filed for bankruptcy, and the parties have agreed to treat the premises demised under such Tenant's Lease as a Vacant Stabilized Space. Accordingly, Touch of Mom is hereby deemed to be deleted from EXHIBIT HH-1 to the Contract, the Consideration is hereby reduced in the amount of $479,425, and the Contract is hereby amended by modifying EXHIBIT JJ thereto to add the following as a Vacant Stabilized Space: PROPERTY NAME VACANT SF - -------------------------------- ------------------------------------------ One Pickerington Company, LLC 3,175 (formerly occupied by Touch of Mom) 5 15. (a) The parties acknowledge that the Closings with respect to the Deferred Premises shall not occur on the Stabilized Closing Date with respect to the balance of the Stabilized Premises. Rather, the Closings with respect to the Deferred Premises shall occur in accordance with this Paragraph 13. (b) The Closing with respect to the Akron Premises and the Massillon Premises shall occur as soon as is reasonably practicable following the complete negotiation of the Assumption Documents with respect to the Stabilized Debt and satisfaction of the Existing Lenders' conditions to said assumptions, but in no event later than thirty (30) days following the date hereof (the "Scheduled Deferred Closing Date"). In the event that the conditions set forth in the immediately preceding sentence have not been satisfied prior to the Scheduled Deferred Closing Date, CSCP shall have the right, at its option, to (i) remove the concerned Premises from the Premises being conveyed pursuant to this Agreement and receive a corresponding reduction in the Consideration, or (ii) pay the portion of the Stabilized Consideration allocable to the applicable Premises in cash. (c) The Closing with respect to the New Milford Premises and the Pickerington Premises shall occur as soon as is reasonably practicable following the satisfaction of the conditions with respect to title and survey set forth in the Contract, but in no event later than the Scheduled Deferred Closing Date. In the event that the conditions set forth in the immediately preceding sentence have not been satisfied prior to the Scheduled Deferred Closing Date, CSCP shall have the right, at its option, to remove the concerned Premises from the Premises being conveyed pursuant to this Agreement and receive a corresponding reduction in the Consideration. (d) As used herein, the term "Deferred Premises" shall mean those certain Stabilized Premises (i) 1140 Portage Trail, Akron, Ohio (the "Akron Premises"), (ii) 3129 Lincolnway East, Massillon, Ohio (the "Massillon Premises"), (iii) 116 Danbury Road, Suite 1-11, New Milford, Connecticut (the "New Milford Premises") and (iv) 797-845 Hill Road North, Pickerington, Ohio (the "Pickerington Premises"). (e) The provisions of this Paragraph 15 shall survive the Closing with respect to the balance of the Stabilized Premises. 16. Sellers hereby agree that all fees, compensation and other amounts payable by any of the Sellers to any of GBC Property Management, L.L.C., Giltz & Associates, Inc. or any of their respective affiliates (collectively, the "Giltz Parties") with respect to performance by any of the Giltz Parties of any property management or leasing services with respect to any of the Premises prior to the date hereof (collectively, the "Giltz Management Fees") shall be paid in full as of the Closing Date with respect to each Premises. The Seller Indemnitors, by execution of this Amendment, hereby agree, on a joint and several basis, to indemnify, defend and hold harmless the CSCP Parties from and against any and all Claims asserted against, incurred or suffered by any CSCP Party in connection with, related to or arising from the failure of any Sellers to pay any Giltz Management Fees; provided, however, that the indemnification obligations of Dave Thomas set forth in this sentence shall only apply with respect to each Seller and each Property 6 in which he owns an interest, directly or indirectly, or with which he is affiliated. The provisions of this Paragraph 16 shall survive the Closing. 17. The parties acknowledge that the Medina Ground Lease and the Geneseo Ground Lease are being executed contemporaneously herewith. Notwithstanding anything to the contrary contained in the Contract, it shall be a condition precedent to CSCP's obligation to close the transactions contemplated by the Contract with respect to the Grove City Property and the Mason Property that the Mason Ground Lease and the Grove City Ground Lease, all in form and content acceptable to Cedar and Sellers in their reasonable discretion, be executed and delivered by the applicable parties thereto. The provisions of this Paragraph 17 shall survive the Closing with respect to the Stabilized Premises. 18. The Contract is hereby amended by inserting the following provisions immediately following Section 4 of Article X: 4A. Pursuant to the Lease with Sherwin Williams for premises located at 25-51 Briggs Drive, Mansfield, Ohio, Sherwin Williams is required to pay a discounted rent of $2,128 per month through February 28, 2006. On March 1, 2006, Sherwin Williams' base rent increases to the full amount of $4,650 per month Accordingly, CSCP shall receive, on the Stabilized Closing Date, a credit against the Stabilized Consideration in an amount equal to $25,220. 4B. CSCP shall receive, on the Stabilized Closing Date, a credit in the amount of $700, representing funds owed to Pizzeria New York, a Tenant of the Pickerington Premises, on account of a claim stated in such Tenant's estoppel certificate delivered in connection with the Closing. 4C. On the Stabilized Closing Date, Sellers shall cause to be paid the amount of $27,500 to Stroock & Stroock & Lavan LLP, on account of legal fees and disbursement incurred in connection with preparation of closing documents, in accordance with the following wiring instructions: Bank: JP Morgan Chase Bank ABA: 021 000 021 For Credit to: Stroock & Stroock & Lavan LLP Acct: 006 028356 Ref: Client Matter 106699/0029 4D. CSCP shall receive, on the Stabilized Closing Date, a credit in the amount of $10,000, on account of various repairs required to be made to the Stabilized Premises. 4E. CSCP shall receive, on the Stabilized Closing Date, a credit in the amount of $15,000, on account of fees and expenses incurred in connection with the prepayment of the Assumable Debt encumbering the Stabilized Premises known as 1240 Maple Avenue, Zanesville, Ohio and 5863 Darrow Road, Hudson, Ohio. 7 19. Sellers hereby represent that the Pending Litigations have been settled, and the Seller Indemnitors, by execution of this Amendment, hereby agree, on a joint and several basis, to indemnify, defend and hold harmless the CSCP Parties from and against any and all Claims asserted against, incurred or suffered by any CSCP Party in connection with, related to or arising from the Pending Litigations. The provisions of this Paragraph 19 shall survive the Closing. 20. Notwithstanding anything to the contrary contained in subsection (g) of Section 1 of Article X of the Contract, at the Closing with respect to the Portage Trail Premises, the assessment claimed by Velvet Car Wash, Inc. to be payable under that certain Reciprocal Easement Agreement by and between Giltz & Associates, Inc. and Velvet Touch Car Wash, Inc., filed for record April 27, 1997, in Reception No. 54009970, of the Summit County, Ohio Records in the amount of $3,056.40 shall be apportioned such that all amounts accruing prior to the Proration Time shall be the obligation of Sellers and all amounts accruing from and after the Proration Time shall be the obligation of CSCP. 21. The parties acknowledge that the Required Additional Estoppel Certificate attached as Exhibit UU-3 to the Contract with respect to the Stabilized Premises located at 31 Davis Road, Bradford, Pennsylvania (the "Davis Road Required Additional Estoppel Certificate") shall not have been obtained as of the Stabilized Closing Date. As a condition to CSCP agreeing to waive said condition precedent to CSCP's obligation to consummate the transactions contemplated by the Contract, CSCP is requiring that the Seller of the Stabilized Premises located at 31 Davis Road, Bradford, Pennsylvania (the "Davis Road Seller") certify to CSCP as to the accuracy of the items set forth in the Davis Road Required Additional Estoppel Certificate. Accordingly, the Davis Road Seller hereby certifies to CSCP as to the accuracy of the items set forth in the Davis Road Required Additional Estoppel Certificate. 22. Sellers shall, within thirty (30) days following the date hereof, deliver to CSCP written confirmation by the Town of Geneseo that the payment of the Landscaping Payment satisfies the condition previously imposed by the Town of Geneseo that landscaping at the site be complete as a condition to the issuance of a certificate of the occupancy for the building permits for the site. The Seller Indemnitors, by execution of this Amendment, hereby agree, on a joint and several basis, to indemnify, defend and hold harmless the CSCP Parties from and against any and all Claims asserted against, incurred or suffered by any CSCP Party in connection with, related to or arising from the breach of the Sellers under this Paragraph 22 or the failure of the Sellers to comply with their obligations under this Paragraph 22. The provisions of this Paragraph 22 shall survive the Closing. 23. Sellers represent that McDonald's, Inc. has approved the sign and the placement thereof currently contemplated to be constructed on the Premises located in Medina, Ohio, and Sellers shall, within thirty (30) days following the date hereof, deliver to CSCP written confirmation by McDonald's, Inc. that they have approved the placement of the sign currently contemplated to be constructed on the Premises located in Medina, Ohio. The Seller Indemnitors, by execution of this Amendment, hereby agree, on a joint and several basis, to indemnify, defend and hold harmless the CSCP Parties from and against any and all Claims asserted against, incurred or suffered by any CSCP Party in connection with, related to or arising from the breach of the Sellers under this Paragraph 23 or the failure of the Sellers to comply with 8 their obligations under this Paragraph 23. The provisions of this Paragraph 23 shall survive the Closing. 24. The Contract is hereby amended by deleting "Exhibit E" therefrom and replacing it with EXHIBIT 3 attached hereto and made a part hereof. All references in the Contract to "Exhibit E" shall be deemed to refer to EXHIBIT 3 attached hereto. 25. The Contract is hereby amended by deleting "Exhibit G-1" therefrom and replacing it with EXHIBIT 4 attached hereto and made a part hereof. All references in the Contract to "Exhibit G-1" shall be deemed to refer to EXHIBIT 4 attached hereto. 26. The Contract is hereby amended by deleting "Exhibit K" therefrom and replacing it with EXHIBIT 5 attached hereto and made a part hereof. All references in the Contract to "Exhibit K" shall be deemed to refer to EXHIBIT 5 attached hereto. 27. The Contract is hereby amended by deleting "Exhibit L-1" therefrom and replacing it with EXHIBIT 6 attached hereto and made a part hereof. All references in the Contract to "Exhibit L-1" shall be deemed to refer to EXHIBIT 6 attached hereto. 28. The Contract is hereby amended by deleting "Exhibit L-2" therefrom and replacing it with EXHIBIT 7 attached hereto and made a part hereof. All references in the Contract to "Exhibit L-2" shall be deemed to refer to EXHIBIT 7 attached hereto. 29. The Contract is hereby amended by deleting "Exhibit M" therefrom and replacing it with EXHIBIT 8 attached hereto and made a part hereof. All references in the Contract to "Exhibit M" shall be deemed to refer to EXHIBIT 8 attached hereto. 30. The Contract is hereby amended by deleting "Exhibit EE" therefrom and replacing it with the Unit Holder Certificate attached hereto as EXHIBIT 9. All references in the Contract to "Exhibit EE" shall be deemed to refer EXHIBIT 9 attached hereto. 31. The Contract is hereby amended by inserting as "Exhibit VV" thereto the easements located in the Centerville Property attached hereto as EXHIBIT 10. All references in the Contract to "Exhibit VV" shall be deemed to refer to EXHIBIT 10 attached hereto. 32. The Contract is hereby amended by inserting as "Exhibit WW" thereto the leasing agreements listed on EXHIBIT 11 attached hereto. All references in the Contract to "Exhibit WW" shall be deemed to refer to EXHIBIT 11 attached hereto. 33. Except as expressly modified or amended by this Amendment, all of the terms, covenants and conditions of the Contract are hereby ratified and confirmed. 34. Except insofar as reference to the contrary is made in any such instrument, all references to the "Contract" in any future correspondence or notice shall be deemed to refer to the Contract as modified by this Amendment. 9 35. 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. 36. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of laws. 37. Delivery of this Amendment by facsimile by any party shall represent a valid and binding execution and delivery of this Amendment by such party. 10 IN WITNESS WHEREOF, the Sellers and CSCP have executed and delivered this Amendment as of the date first above written. CEDAR SHOPPING CENTERS PARTNERSHIP, L.P., a Delaware limited partnership By: Cedar Shopping Centers, Inc., a Maryland corporation, its general partner By: /s/ Brenda J. Walker --------------------- Name: Brenda J. Walker Title: Vice President [Signature pages to continue on next page] 11 BUFFALO BROAD COMPANY, LLC, an Ohio limited liability company By: /s/ Harry W. Giltz, II ----------------------- Name: Harry W. Giltz, II Title: Member By: /s/ Harry W. Giltz, III ------------------------ Name: Harry W. Giltz, III Title: Member By: /s/ Grant W. Giltz ------------------- Name: Grant W. Giltz Title: Member By: /s/ Sandra E. Giltz -------------------- Name: Sandra E. Giltz Title: Member [Signature pages to continue on next page] 12 31 DAVIS ROAD COMPANY, LLC, an Ohio limited liability company By: /s/ Harry W. Giltz, III ------------------------ Name: Harry W. Giltz, III Title: Manager [Signature pages to continue on next page] 13 1020 NORTH MAIN STREET COMPANY, LLC, an Ohio limited liability company By: /s/ Harry W. Giltz, II ----------------------- Name: Harry W. Giltz, II Title: Member By: /s/ Harry W. Giltz, III ------------------------ Name: Harry W. Giltz, III Title: Member By: /s/ Grant W. Giltz ------------------- Name: Grant W. Giltz Title: Member By: /s/ Sandra E. Giltz -------------------- Name: Sandra E. Giltz Title: Member [Signature pages to continue on next page] 14 825 EAST CHESTNUT COMPANY, LLC, an Ohio limited liability company By: /s/ Harry W. Giltz, II ----------------------- Name: Harry W. Giltz, II Title: Member By: /s/ Harry W. Giltz, III ----------------------- Name: Harry W. Giltz, III Title: Member By: /s/ Grant W. Giltz ----------------------- Name: Grant W. Giltz Title: Member By: /s/ Sandra E. Giltz ------------------------ Name: Sandra E. Giltz Title: Member [Signature pages to continue on next page] 15 ONE CLYDE COMPANY, LLC, an Ohio limited liability company By: Giltz & Associates, Inc., its Manager By: /s/ Harry W. Giltz, III ----------------------- Name: Harry W. Giltz, III Title: President [Signature pages to continue on next page] 16 TWO CARROLLTON COMPANY, LLC, an Ohio limited liability company By: /s/ Harry W. Giltz, II ----------------------- Name: Harry W. Giltz, II Title: Manager [Signature pages to continue on next page] 17 COUNTY ROAD, LTD., an Ohio limited liability company By: /s/ Harry W. Giltz, II ----------------------- Name: Harry W. Giltz, II Title: Manager [Signature pages to continue on next page] 18 301 OSWEGO COMPANY, LLC, an Ohio limited liability company By: Giltz & Associates, Inc., its sole member By: /s/ Harry W. Giltz, III ----------------------- Name: Harry W. Giltz, III Title: President [Signature pages to continue on next page] 19 ONE GENESEO COMPANY, LLC, an Ohio limited liability company By: Giltz & Associates, Inc., its sole member By: /s/ Harry W. Giltz, III ----------------------- Name: Harry W. Giltz, III Title: President [Signature pages to continue on next page] 20 B SPACE ZANESVILLE COMPANY, LLC, an Ohio limited liability company By: Giltz & Associates, Inc., its sole member By: /s/ Harry W. Giltz, III ----------------------- Name: Harry W. Giltz, III Title: President [Signature pages to continue on next page] 21 ONE AUGUST COMPANY, LLC, an Ohio limited liability company By: Giltz & Associates, its sole member By: /s/ Harry W. Giltz, III ----------------------- Name: Harry W. Giltz, III Title: President [Signature pages to continue on next page] 22 23300 LORAIN ROAD COMPANY, LLC, an Ohio limited liability company By: /s/ James B. Abraham --------------------- Name: James B. Abraham Title: Manager [Signature pages to continue on next page] 23 3160 MEDINA ROAD COMPANY, LLC, an Ohio limited liability company By: /s/ Harry W. Giltz, II ----------------------- Name: Harry W. Giltz, II Title: Co-Manager By: /s/ David M. Thomas -------------------- Name: David M. Thomas Title: Co-Manager [Signature pages to continue on next page] 24 ONE UBB, LLC, an Ohio limited liability company By: /s/ Harry W. Giltz, II ----------------------- Name: Harry W. Giltz, II Title: Member By: /s/ Harry W. Giltz, III ------------------------ Name: Harry W. Giltz, III Title: Member By: /s/ Grant W. Giltz ------------------- Name: Grant W. Giltz Title: Member By: /s/ Sandra E. Giltz -------------------- Name: Sandra E. Giltz Title: Member [Signature pages to continue on next page] 25 ONE WESTFIELD COMPANY, LLC, an Ohio limited liability company By: /s/ Harry W. Giltz, III ------------------------ Name: Harry W. Giltz, III Title: Manager [Signature pages to continue on next page] 26 1140 PORTAGE TRAIL COMPANY, LLC, an Ohio limited liability company By: Portage Trail Management, Inc., its Manager By: /s/ Harry W. Giltz, III ----------------------- Name: Harry W. Giltz, III Title: President [Signature pages to continue on next page] 27 3129 LINCOLN WAY COMPANY, LLC, an Ohio limited liability company By: /s/ David M. Thomas -------------------- Name: David M. Thomas Title: Member By: Thomas Properties, Ltd., Member By: /s/ David M. Thomas ------------------- Name: David M. Thomas Title: Manager By: Giltz & Associates, Inc., Member By: /s/ Harry W. Giltz, III ----------------------- Name: Harry W. Giltz, III Title: President [Signature pages to continue on next page] 28 ONE LODI COMPANY, LLC, an Ohio limited liability company By: /s/ Harry W. Giltz, III ------------------------ Name: Harry W. Giltz, III Title: Manager [Signature pages to continue on next page] 29 ONE ONTARIO COMPANY, LLC, an Ohio limited liability company By: /s/ Joseph Bolognue -------------------- Name: Joseph Bolognue Title: Manager [Signature pages to continue on next page] 30 ONE PICKERINGTON COMPANY, LLC, an Ohio limited liability company By: /s/ Harry W. Giltz, III ------------------------ Name: Harry W. Giltz, III Title: Manager [Signature pages to continue on next page] 31 ONE POWELL COMPANY, LLC, an Ohio limited liability company By: /s/ Harry W. Giltz, III ------------------------ Name: Harry W. Giltz, III Title: Manager [Signature pages to continue on next page] 32 ONE POLARIS COMPANY, LLC, an Ohio limited liability company By: /s/ Joseph Bolognue -------------------- Name: Joseph Bolognue Title: Manager [Signature pages to continue on next page] 33 ONE SHELBY COMPANY, LLC, an Ohio limited liability company By: /s/ Michael Bolognue --------------------- Name: Michael Bolognue Title: Manager [Signature pages to continue on next page] 34 ONE HUDSON COMPANY, LLC, an Ohio limited liability company By: /s/ Harry W. Giltz, III ------------------------ Name: Harry W. Giltz, III Title: Co-Manager By: /s/ David M. Thomas -------------------- Name: David M. Thomas Title: Co-Manager [Signature pages to continue on next page] 35 ONE NEW MILFORD COMPANY, LLC, an Ohio limited liability company By: /s/ Harry W. Giltz, III ------------------------ Name: Harry W. Giltz, III Title: Manager [Signature pages to continue on next page] 36 CANTON-YANKEE ASSOCIATES, LLC, an Ohio limited liability company By: /s/ Harry W. Giltz, II ----------------------- Name: Harry W. Giltz, II Title: Co-Manager By: /s/ David M. Thomas -------------------- Name: David M. Thomas Title: Co-Manager [Signature pages to continue on next page] 37 ONE SPRINGBORO COMPANY, LLC, an Ohio limited liability company By: /s/ Harry W. Giltz, II ----------------------- Name: Harry W. Giltz, II Title: Co-Manager By: /s/ David M. Thomas -------------------- Name: David M. Thomas Title: Co-Manager [Signature pages to continue on next page] 38 ONE GROVE CITY COMPANY, LLC, an Ohio limited liability company By: /s/ Harry W. Giltz, II ----------------------- Name: Harry W. Giltz, II Title: Co-Manager By: /s/ David M. Thomas -------------------- Name: David M. Thomas Title: Co-Manager [Signature pages to continue on next page] 39 ONE HILLIARD COMPANY, LLC, an Ohio limited liability company By: /s/ Harry W. Giltz, III ------------------------ Name: Harry W. Giltz, III Title: Co-Manager By: /s/ David M. Thomas -------------------- Name: David M. Thomas Title: Co-Manager [Signature pages to continue on next page] 40 ONE MASON COMPANY, LLC, an Ohio limited liability company By: /s/ Harry W. Giltz, III ------------------------ Name: Harry W. Giltz, III Title: Co-Manager By: /s/ David M. Thomas -------------------- Name: David M. Thomas Title: Co-Manager [Signature pages to continue on next page] 41 ONE ENON COMPANY, LLC, an Ohio limited liability company By: Giltz & Associates, Inc., its sole member By: /s/ Harry W. Giltz, III ----------------------- Name: Harry W. Giltz, III Title: President [Signature pages to continue on next page] 42 ONE WESTLAKE COMPANY, LLC, an Ohio limited liability company By: /s/ Harry W. Giltz, III ------------------------ Name: Harry W. Giltz, III Title: Manager [Signature pages to continue on next page] 43 AGREED AND ACKNOWLEDGED: SELLER INDEMNITORS: /s/ Dan Giltz --------------- Dan Giltz /s/ Harry W. Giltz II ---------------------- Harry W. Giltz II /s/ Harry W. Giltz III ----------------------- Harry W. Giltz III /s/ Grant Giltz ---------------- Grant Giltz /s/ Dave Thomas ---------------- Dave Thomas [Final signature page] 44 Exhibit 1 SELLERS 1020 North Main Street Company, LLC 3160 Medina Road Company, LLC 23300 Lorain Road Company, LLC Buffalo Broad Company, LLC 31 Davis Road Company, LLC 301 Oswego Company, LLC One UBB, LLC B Space Zanesville Company, LLC One Clyde Company, LLC One Geneseo Company, LLC 825 East Chestnut Company, LLC Two Carrollton Company, LLC County Road, Ltd., LLC Canton-Yankee Associates, LLC One Springboro Company, LLC One Lodi Company, LLC One Ontario Company, LLC One Pickerington Company, LLC One Polaris Company, LLC One Powell Company, LLC One Shelby Company, LLC One Hudson Company, LLC One Grove City Company, LLC One Hilliard Company, LLC One Mason Company, LLC One Enon Company, LLC One Westlake Company, LLC One New Milford Company, LLC 1140 Portage Trail Company, LLC One Westfield Company, LLC 3129 Lincoln Way Company, LLC Exhibit 2