SECOND AMENDMENT TO AGREEMENT REGARDING PURCHASE
OF PARTNERSHIP INTERESTS
THIS SECOND AMENDMENT TO AGREEMENT REGARDING PURCHASE OF
PARTNERSHIP INTERESTS (this "Second Amendment") is made as of this 31st
day of October, 2007, by and between CEDAR SHOPPING CENTERS PARTNERSHIP, L.P., a
Delaware limited partnership ("Cedar") and HOMBURG HOLDINGS (U.S.) INC.,
a Colorado corporation ("Homburg").
A. Cedar and Homburg have entered into a certain
Agreement Regarding Purchase of Partnership Interests dated as of March 26, 2007
(the "Original Agreement"), as amended pursuant to that certain First
Amendment to Agreement Regarding Purchase of Partnership Interests dated as of
June 29, 2007 (the "First Amendment"; together with the Original
Agreement, the "Agreement").
The parties wish to further amend the Agreement as hereinafter provided,
references to Section numbers being to Sections in the Original
NOW, THEREFORE, for and in consideration of the
mutual covenants herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Cedar and Homburg
agree as follows:
1. All capitalized terms and other terms not
otherwise defined herein shall have the respective meanings ascribed to them in
the Original Agreement.
2. The parties hereto agree that Section 1 of the
Agreement shall be modified as follows:
||(a) The definition of "First Scheduled Closing Date" is
||(b) The definition of "Remaining Schedule Closing Date" is
||(c) The definition of "Outside Closing Date" is hereby
3. The parties
hereto agree that Section 4 of the Agreement shall be deleted in its entirety
and replaced with the following:
4. The closing (the "Closing") of all of
the Transactions shall occur at 10:00 a.m. on or before December 31, 2007 (the
"Scheduled Closing Date"). Notwithstanding the foregoing but
subject to the right of Cedar to adjourn the Closing of one or more Transactions
pursuant to Section 10(b) or Section 23 hereof, in the event that all of the
conditions precedent with respect to any Transaction shall not have been
satisfied or waived by the party entitled to do so by the Scheduled Closing
Date, then this Agreement shall automatically terminate on the Scheduled Closing
Date as to such Transaction and the applicable Allotted Deposit shall be
refunded to Homburg and the Consideration shall be reduced by the amount of the
applicable Allotted Consideration, whereupon the parties hereto shall be
relieved of all further liability and responsibility under this Agreement with
respect to such Transaction (except for any obligation expressly provided to
survive a termination of this Agreement). The Closings shall occur at the
offices of the Title Company through an escrow and pursuant to escrow
instructions consistent with the terms of this Agreement and otherwise mutually
satisfactory to Cedar and Homburg (the date on which the Closings shall occur
being herein referred to as the "Closing Date"). The Closing shall
constitute approval by each of Cedar and Homburg of all matters to which such
party has a right of approval and a waiver of all conditions precedent related
to the applicable Transaction.
anything contained herein to the contrary, in the event that Cedar shall be
unable to proceed with the Closing of at least four (4) of the Transactions on
the Scheduled Closing Date, then this Agreement shall automatically terminate on
the Scheduled Closing Date and the Deposit shall be refunded to Homburg,
whereupon the parties hereto shall be relieved of all further liability and
responsibility under this Agreement (except for any obligation expressly
provided to survive a termination of this Agreement).
6. The Loan Approval Deadline is hereby adjourned
to December 31, 2007.
7. All of the
provisions of this Second Amendment shall survive the Closing or earlier
termination of the Agreement, as amended by this Second Amendment.
8. Each reference to the "Agreement" or the
"Original Agreement" in the Agreement shall be deemed to mean the Agreement, as
amended by this Second Amendment.
9. This Second Amendment may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
shall constitute one and the same document.
The Agreement, as hereby amended, remains in full force and effect.
[Signature Pages Follow]
WITNESS WHEREOF, each of the parties hereto has executed this Second Amendment
as of the day and year first above written.
CEDAR SHOPPING CENTERS
PARTNERSHIP, L.P., a
Delaware limited partnership
By: Cedar Shopping Centers, Inc., a Maryland
corporation, its general partner
Leo S. Ullman
HOMBURG HOLDINGS (U.S.) INC., a Colorado