SECOND AMENDMENT TO RECAPITALIZATION AGREEMENT
SECOND AMENDMENT TO AGREEMENT (this "Second Amendment") made as of this
9th day of December, 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, dated as of October 2, 2003 (the "Original Agreement"), which was
amended by that certain Amendment to Recapitalization Agreement, between the
Owners and Cedar, dated as of November 3, 2003 (the Original Agreement, as so
amended, the "Recap Agreement")
WHEREAS, the Owners and Cedar desire to further 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 7.1.1 of the Original Agreement is deemed to be
modified to provide that the date upon which the Closing is scheduled to occur
shall be December 10, 2003 (the "Scheduled Closing Date"), provided, however,
either party shall have the right to adjourn the Closing to a date no later than
December 22, 2003 (the "Outside Date"), by notice to the other party given at
any time prior to the Scheduled Closing Date, time being of the essence with
respect to the Outside Date.
C. Except as expressly modified or amended by this Second
Amendment, all of the terms, covenants and conditions of the Recap Agreement are
hereby ratified and confirmed.
D. 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 Second Amendment.
E. This Second 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 Second Amendment 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
-2-
CSC-COLUMBUS LLC
By: CEDAR SHOPPING CENTERS PARTNERSHIP, L.P.,
ITS MEMBER
BY: CEDAR SHOPPING CENTERS
PARTNERSHIP, L.P.,
ITS GENERAL PARTNER
BY: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
-3-
