<PAGE>
                       FOURTH AMENDMENT TO LOAN AGREEMENT

         This FOURTH AMENDMENT TO LOAN AGREEMENT (hereinafter, the "Fourth
Amendment") is dated as of December 16, 2005, 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., COMMERZBANK AG
NEW YORK BRANCH, a lending institution having an address at 2 World Financial
Center, New York, New York 10281, 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
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,
and that certain Third Amendment to Loan Agreement dated as of January 28, 2005
(hereinafter, collectively, the "Loan Agreement"), and those certain promissory
notes dated as of January 28, 2005 executed by the Borrower in favor of the
Original Lenders in the original aggregate principal amount of $140,000,000.00
(hereinafter, individually and collectively, the "Note");


                                      -1-
<PAGE>
         WHEREAS, pursuant to the terms and conditions of Section 2.1.1(iii) of
the Loan Agreement, the Borrower has the right, on any one (1) or more occasions
prior to the Maturity Date, to elect to increase the Established Loan Amount;

         WHEREAS, the Borrower has elected, and the Administrative Agent and the
Lenders have agreed, to increase the Established Loan Amount in accordance with
Section 2.1.1(iii) of the Loan Agreement; and

         WHEREAS, the Administrative Agent, Lenders and Borrower have further
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.       Exhibit A to the Loan Agreement is hereby amended by inserting
                  the following definitions in their corresponding alphabetical
                  order:

                  "Cash Collateral" has the meaning specified in Section 2.7.7

                  "Cash Collateralize" has the meaning specified in Section
                  2.7.7.

                  "Existing Letter of Credit" means that certain letter of
                  credit #68008359 in the face amount of $94,168.00 issued by
                  Bank of America, N.A. which shall be deemed to have been
                  issued under the terms of this Loan Agreement.

                  "ISP" means, with respect to any Letter of Credit, the
                  "International Standby Practices 1998" published by the
                  Institute of International Banking Law & Practice (or such
                  later version thereof as may be in effect at the time of
                  issuance).

                  "Issuer Documents" means with respect to any Letter of Credit,
                  the Letter of Credit Application, and any other document,
                  agreement and instrument entered into by the L/C Issuer and
                  the Borrower (or any Borrower Subsidiary) or in favor the L/C
                  Issuer and relating to any such Letter of Credit.

                  "L/C Advance" means, with respect to each Lender, such
                  Lender's funding of its participation in any L/C Borrowing in
                  accordance with its Commitment Percentage.

                  "L/C Borrowing" means an extension of credit resulting from a
                  drawing under any Letter of Credit which has not been
                  reimbursed on the date when made or refinanced as a Loan
                  Advance.



                                      -2-
<PAGE>
                  "L/C Credit Extension" means, with respect to any Letter of
                  Credit, the issuance thereof or extension of the expiry date
                  thereof, or the increase of the amount thereof.

                  "L/C Issuer" means Bank of America, N.A. in its capacity as
                  issuer of Letters of Credit hereunder, or any successor issuer
                  of Letters of Credit hereunder.

                  "L/C Obligations" means, as at any date of determination, the
                  aggregate amount available to be drawn under all outstanding
                  Letters of Credit plus the aggregate of all Unreimbursed
                  Amounts, including all L/C Borrowings. For purposes of
                  computing the amount available to be drawn under any Letter of
                  Credit, the amount of such Letter of Credit shall be
                  determined in accordance with Section 2.7.13. For all purposes
                  of this Agreement, if on any date of determination a Letter of
                  Credit has expired by its terms but any amount may still be
                  drawn thereunder by reason of the operation of Rule 3.14 of
                  the ISP, such Letter of Credit shall be deemed to be
                  "outstanding" in the amount so remaining available to be
                  drawn.

                  "Letter of Credit" means any letter of credit issued hereunder
                  and shall include the Existing Letter of Credit.

                  "Letter of Credit Application" means an application and
                  agreement for the issuance or amendment of a Letter of Credit
                  in the form from time to time in use by the L/C Issuer.

                  "Letter of Credit Expiration Date" means the day that is seven
                  days prior to the Maturity Date then in effect (or, if such
                  day is not a Business Day, the next preceding Business Day).

                  "Letter of Credit Fee" has the meaning specified in Section
                  2.7.9.

                  "Letter of Credit Sublimit" means an amount equal to
                  $15,000,000.00. The Letter of Credit Sublimit is part of, and
                  not in addition to, the Total Commitment.

                  "Outstanding Amount" means (i) with respect to the Loan on any
                  date, the aggregate outstanding principal amount thereof after
                  giving effect to any borrowings and prepayments or repayments
                  of the Loan occurring on such date; and (ii) with respect to
                  any L/C Obligations on any date, the amount of such L/C
                  Obligations on such date after giving effect to any L/C Credit
                  Extension occurring on such date and any other changes in the
                  aggregate amount of the L/C Obligations as of such date,
                  including as a result of any reimbursements by the Borrower of
                  Unreimbursed Amounts.

                  "Total Outstandings" means the aggregate Outstanding Amount.


                                      -3-
<PAGE>


         2.       "Unreimbursed Amount" has the meaning specified in Section
                  2.7.3(i).

         3.       The definition of the term "Adjusted Capitalized Value" is
                  hereby amended by deleting the therein to "nine percent (9%)"
                  and replacing same with "eight and three quarters percent
                  (8.75%)".

         4.       The definition of the term "Applicable Margin" is hereby
                  amended, effective as of the date of this Amendment, by
                  deleting the chart contained therein and replacing same with
                  the following:

----------------------------------------------------------------------
       Level            Leverage         Applicable      Applicable
                         Ratio           Margin for      Margin for
                                          LIBO Rate    Variable Rate
                                           Loans           Loans
----------------------------------------------------------------------
         1              Leverage          120 basis        0 basis
                        Ratio<50%          points          points
----------------------------------------------------------------------
         2              Leverage          135 basis        0 basis
                       Ratio=>50%          points          points
                        to <60%
----------------------------------------------------------------------
         3              Leverage          150 basis        0 basis
                       Ratio=>60%          points          points
                        to <65%
----------------------------------------------------------------------
         4              Leverage          165 basis       50 basis
                       Ratio=>65%          points          points
----------------------------------------------------------------------

         5.       The definition of the term "Availability" is hereby amended by
                  deleting the reference in subsection (a) thereof to
                  "sixty-five percent (65%)" and replacing same with "seventy
                  percent (70%)".

         6.       The definition of the term "Established Loan Amount" is hereby
                  deleted in its entirety and shall be replaced with the
                  following:

                  "Established Loan Amount shall mean, as of December 16, 2005,
                  Two Hundred Million Dollars ($200,000,000.00)."

         7.       The definition of the term "Implied Debt Service" is hereby
                  deleted in its entirety and shall be replaced with the
                  following:


                                      -4-
<PAGE>
                  "Implied Debt Service shall mean the greater of (a) the annual
                  amount of principal and interest payable on a hypothetical
                  loan in an amount equal to the Implied Loan Amount, based upon
                  a twenty-five (25) year direct reduction monthly amortization
                  schedule and a per annum interest rate equal to the greater of
                  (i) the actual blended interest rate for the Loan, or (ii) the
                  10-year Treasury Rate as of the Calculation Date plus 1.50%,
                  or (b) an annual debt service constant of eight percent
                  (8.00%)".

         8.       The definition of the term "Implied Loan Amount" is hereby
                  amended by deleting the reference therein to "1.60 to 1.00"
                  and replacing same with "1.50 to 1.00".

         9.       The definition of the term "LIBO Rate " is hereby deleted in
                  its entirety and shall be replaced with the following:

                  "LIBO Rate" means, for any Interest Period with respect to an
                  Effective LIBO Rate Advance, the rate per annum equal to the
                  British Bankers Association LIBOR Rate ("BBA LIBOR"), as
                  published by Reuters (or other commercially available source
                  providing quotations of BBA LIBOR as designated by the
                  Administrative Agent from time to time) at approximately 11:00
                  a.m., London time, two Business Days prior to the commencement
                  of such Interest Period, for Dollar deposits (for delivery on
                  the first day of such Interest Period) with a term equivalent
                  to such Interest Period. If such rate is not available at such
                  time for any reason, then the "LIBO Rate" for such Interest
                  Period shall be the rate per annum determined by the
                  Administrative Agent to be the rate at which deposits in
                  Dollars for delivery on the first day of such Interest Period
                  in same day funds in the approximate amount of the Effective
                  LIBO Rate Advance being made, continued or converted by Bank
                  of America, N.A. and with a term equivalent to such Interest
                  Period would be offered by Bank of America N.A.'s London
                  Branch to major banks in the London interbank eurodollar
                  market at their request at approximately 11:00 a.m. (London
                  time) two Business Days prior to the commencement of such
                  Interest Period."

         10.      The definition of the term "Line Percentage" is hereby deleted
                  in its entirety and shall be replaced by the following:

                  "Line Percentage shall mean 0.15% per annum".

         11.      The definition of the term "Note" is hereby deleted in its
                  entirety and shall be replaced with the following:

                  "Note shall mean, collectively, the Second Amended and
                  Restated Promissory Notes and the Promissory Notes dated
                  December 16, 2005, payable to each Lender in the aggregate
                  original principal amount of the Established Loan Amount.

                                      -5-
<PAGE>

         12.      The definition of "Permitted Investments" is hereby amended by
                  adding the following at the end of subsection (f) thereof:

                  "Provided, further, that in the event such an Investment in an
                  entity would result in the ownership by the subject Loan Party
                  of fifty percent (50%) or more in the aggregate of the equity
                  interests in such entity, such Investment shall have been
                  approved by the Board of Directors of the entity (or similar
                  governing body if such entity is not a corporation) which is
                  the subject of such Investment and such entity shall not have
                  announced that it will oppose such Investment or shall not
                  have commenced any action which alleges that such Investment
                  will violate any applicable law."

         13.      The definition of the term "Total Asset Value" is hereby
                  amended by replacing all references to the amount of "9.00%"
                  with references to the amount of "8.75%".

         14.      Section 1.3 of the Loan Agreement is hereby amended by
                  deleting the reference contained therein to "TWO HUNDRED
                  MILLION DOLLARS ($200,000,000.00)" and replacing same with
                  "THREE HUNDRED MILLION DOLLARS ($300,000,000.00)".

         15.      Section 2.1.1(iii) of the Loan Agreement is hereby amended by
                  deleting the reference contained therein to "Two Hundred
                  Million ($200,000,000.00) Dollars" and replacing same with
                  "Three Hundred Million ($300,000,000.00) Dollars".

         16.      Section 2.2.1 is hereby deleting in its entirety and shall be
                  replaced by the following:

                  "The Loan shall be for a term (the "Initial Term") commencing
                  on the date hereof and ending on January 30, 2008 or such
                  earlier date as the Loan is accelerated pursuant to the terms
                  of this Agreement upon an Event of Default (the "Initial
                  Maturity Date"). The Initial Term may be extended for one year
                  ("Extended Term") until January 30, 2009 ("Extended Maturity
                  Date") upon satisfaction of the conditions set forth in
                  Section 2.2.3 (hereinafter, the Initial Maturity Date and the
                  Extended Maturity Date may be referred to herein sometimes as
                  the "Maturity Date" as may be applicable)."

         17.      Section 2.3.6 is hereby amended by deleting the second
                  sentence thereof and replacing same with the following:

                  "At no time shall there be outstanding a total of more than
                  six (6) Effective LIBO Rate Advances combined at any time."


                                      -6-
<PAGE>
         18.      Section 2.3.9 is hereby amended by deleting therefrom "five
                  (5) days'" and replacing the same with the following:

                  "two (2) Business Days"

         19.      Sections 2.4.3 and 2.4.4 of the Loan Agreement are hereby
                  deleted in their entirety.

         20.      Section 2.7 is hereby deleted in its entirety and shall be
                  replaced by the following:

                  2.7      Letters of Credit.

                           2.7.1    The Letter of Credit Commitment.

                                    (i) Subject to the terms and conditions set
         forth herein, (A) the L/C Issuer agrees, in reliance upon the
         agreements of the Lenders set forth in this Section 2.7, (1) from time
         to time on any Business Day during the period from the Closing Date
         until the Letter of Credit Expiration Date, to issue Letters of Credit
         for the account of the Borrower or Borrower Subsidiaries, and to amend
         or extend Letters of Credit previously issued by it, in accordance with
         Section 2.7.2 below, and (2) to honor drawings under the Letters of
         Credit; and (B) the Lenders severally agree to participate in Letters
         of Credit issued for the account of the Borrower, Borrower Subsidiaries
         and any drawings thereunder; provided that after giving effect to any
         L/C Credit Extension with respect to any Letter of Credit, (x) the
         Total Outstandings shall not exceed the Total Commitment, (y) the
         aggregate Outstanding Amount of the Loans of any Lender, plus such
         Lender's Commitment Percentage of the Outstanding Amount of all L/C
         Obligations, shall not exceed such Lender's Commitment, and (z) the
         Outstanding Amount of the L/C Obligations shall not exceed the Letter
         of Credit Sublimit. Each request by the Borrower for the issuance or
         amendment of a Letter of Credit shall be deemed to be a representation
         by the Borrower that the L/C Credit Extension so requested complies
         with the conditions set forth in the proviso to the preceding sentence.
         Within the foregoing limits, and subject to the terms and conditions
         hereof, the Borrower's ability to obtain Letters of Credit shall be
         fully revolving, and accordingly the Borrower may, during the foregoing
         period, obtain Letters of Credit to replace Letters of Credit that have
         expired or that have been drawn upon and reimbursed. All Existing
         Letters of Credit shall be deemed to have been issued pursuant hereto,
         and from and after the Closing Date shall be subject to and governed by
         the terms and conditions hereof.

                                    (ii) The L/C Issuer shall not issue any
         Letter of Credit, if:

                                          (A) subject to Section 2.7.2(iii), the
                  expiry date of such requested Letter of Credit would occur
                  more than twelve months after the date of issuance or last
                  extension, unless the Required Lenders have approved such
                  expiry date; or

                                      -7-
<PAGE>


                                          (B) the expiry date of such requested
                  Letter of Credit would occur after the Letter of Credit
                  Expiration Date, unless all the Lenders have approved such
                  expiry date, subject to Section 2.7.7.

                                    (iii) The L/C Issuer shall not be under any
         obligation to issue any Letter of Credit if:

                                          (A) any order, judgment or decree of
                  any Governmental Authority or arbitrator shall by its terms
                  purport to enjoin or restrain the L/C Issuer from issuing such
                  Letter of Credit, or any Legal Requirement applicable to the
                  L/C Issuer or any request or directive (whether or not having
                  the force of law) from any Governmental Authority with
                  jurisdiction over the L/C Issuer shall prohibit, or request
                  that the L/C Issuer refrain from, the issuance of letters of
                  credit generally or such Letter of Credit in particular or
                  shall impose upon the L/C Issuer with respect to such Letter
                  of Credit any restriction, reserve or capital requirement (for
                  which the L/C Issuer is not otherwise compensated hereunder)
                  not in effect on the Closing Date, or shall impose upon the
                  L/C Issuer any unreimbursed loss, cost or expense which was
                  not applicable on the Closing Date and which the L/C Issuer in
                  good faith deems material to it;

                                          (B) the issuance of such Letter of
                  Credit would violate one or more policies of the L/C Issuer;

                                          (C) except as otherwise agreed by the
                  Administrative Agent and the L/C Issuer, such Letter of Credit
                  is in an initial stated amount less than $25,000.00, in the
                  case of a standby Letter of Credit;

                                          (D) such Letter of Credit is to be
                  denominated in a currency other than Dollars;

                                          (E) such Letter of Credit contains any
                  provisions for automatic reinstatement of the stated amount
                  after any drawing thereunder; or

                                          (F) a default of any Lender's
                  obligations to fund under Section 2.7.3 exists or any Lender
                  is at such time a Delinquent Lender hereunder, unless the L/C
                  Issuer has entered into satisfactory arrangements with the
                  Borrower or such Lender to eliminate the L/C Issuer's risk
                  with respect to such Lender, subject to the provisions of
                  Section 13.2.8.


                                      -8-
<PAGE>
                                    (iv) The L/C Issuer shall be under no
         obligation to amend any Letter of Credit if (A) the L/C Issuer would
         have no obligation at such time to issue such Letter of Credit in its
         amended form under the terms hereof, or (B) the beneficiary of such
         Letter of Credit does not accept the proposed amendment to such Letter
         of Credit.

                                    (v) The L/C Issuer shall act on behalf of
         the Lenders with respect to any Letters of Credit issued by it and the
         documents associated therewith, and the L/C Issuer shall have all of
         the benefits and immunities (A) provided to the Administrative Agent in
         Article 13 with respect to any acts taken or omissions suffered by the
         L/C Issuer in connection with Letters of Credit issued by it or
         proposed to be issued by it and Issuer Documents pertaining to such
         Letters of Credit as fully as if the term "Administrative Agent" as
         used in Article 13 included the L/C Issuer with respect to such acts or
         omissions, and (B) as additionally provided herein with respect to the
         L/C Issuer.

                  2.7.2 Procedures for Issuance and Amendment of Letters of
Credit; Auto-Extension Letters of Credit.

                           (i) Each Letter of Credit shall be issued or amended,
         as the case may be, upon the request of the Borrower delivered to the
         L/C Issuer (with a copy to the Administrative Agent) in the form of a
         Letter of Credit Application, appropriately completed and signed by an
         Authorized Representative of the Borrower. Such Letter of Credit
         Application must be received by the L/C Issuer and the Administrative
         Agent not later than 11:00 a.m. (Eastern Time) at least two Business
         Days (or such later date and time as the Administrative Agent and the
         L/C Issuer may agree in a particular instance in their sole discretion)
         prior to the proposed issuance date or date of amendment, as the case
         may be. In the case of a request for an initial issuance of a Letter of
         Credit, such Letter of Credit Application shall specify in form and
         detail reasonably satisfactory to the L/C Issuer: (A) the proposed
         issuance date of the requested Letter of Credit (which shall be a
         Business Day); (B) the amount thereof; (C) the expiry date thereof; (D)
         the name and address of the beneficiary thereof; (E) the documents to
         be presented by such beneficiary in case of any drawing thereunder; (F)
         the full text of any certificate to be presented by such beneficiary in
         case of any drawing thereunder; and (G) such other matters as the L/C
         Issuer may reasonably require. In the case of a request for an
         amendment of any outstanding Letter of Credit, such Letter of Credit
         Application shall specify in form and detail satisfactory to the L/C
         Issuer (1) the Letter of Credit to be amended; (2) the proposed date of
         amendment thereof (which shall be a Business Day); (3) the nature of
         the proposed amendment; and (4) such other matters as the L/C Issuer
         may reasonably require. Additionally, the Borrower shall furnish to the
         L/C Issuer and the Administrative Agent such other documents and
         information pertaining to such requested Letter of Credit issuance or
         amendment, including any Issuer Documents, as the L/C Issuer or the
         Administrative Agent may reasonably require.


                                       -9-
<PAGE>
                           (ii) Promptly after receipt of any Letter of Credit
         Application, the L/C Issuer will provide the Administrative Agent with
         a copy thereof. Unless the L/C Issuer has received written notice from
         any Lender, the Administrative Agent or any Loan Party, at least one
         Business Day prior to the requested date of issuance or amendment of
         the applicable Letter of Credit, that one or more applicable conditions
         contained in Sections 2.1.3(ii) or 2.1.3(iii) shall not then be
         satisfied, then, subject to the terms and conditions hereof, the L/C
         Issuer shall, on the requested date, issue a Letter of Credit for the
         account of the Borrower or the applicable Borrower Subsidiary or enter
         into the applicable amendment, as the case may be, in each case in
         accordance with the L/C Issuer's usual and customary business
         practices. Immediately upon the issuance of each Letter of Credit, each
         Lender shall be deemed to, and hereby irrevocably and unconditionally
         agrees to, purchase from the L/C Issuer a risk participation in such
         Letter of Credit in an amount equal to the product of such Lender's
         Commitment Percentage times the amount of such Letter of Credit.

                           (iii) If the Borrower so requests in any applicable
         Letter of Credit Application, the L/C Issuer may, in its sole and
         absolute discretion, agree to issue a Letter of Credit that has
         automatic extension provisions (each, an "Auto-Extension Letter of
         Credit"); provided that any such Auto-Extension Letter of Credit must
         permit the L/C Issuer to prevent any such extension at least once in
         each twelve-month period (commencing with the date of issuance of such
         Letter of Credit) by giving prior notice to the beneficiary thereof not
         later than a day (the "Non-Extension Notice Date") in each such
         twelve-month period to be agreed upon at the time such Letter of Credit
         is issued. Unless otherwise directed by the L/C Issuer, the Borrower
         shall not be required to make a specific request to the L/C Issuer for
         any such extension. Once an Auto-Extension Letter of Credit has been
         issued, the Lenders shall be deemed to have authorized (but may not
         require) the L/C Issuer to permit the extension of such Letter of
         Credit at any time to an expiry date not later than the Letter of
         Credit Expiration Date; provided, however, that the L/C Issuer shall
         not permit any such extension if (A) the L/C Issuer has determined that
         it would not be permitted, or would have no obligation, at such time to
         issue such Letter of Credit in its revised form (as extended) under the
         terms hereof (by reason of the provisions of clause (ii) or (iii) of
         Section 2.7.1 or otherwise), or (B) it has received notice (which may
         be by telephone or in writing) on or before the day that is five
         Business Days before the Non-Extension Notice Date (1) from the
         Administrative Agent that the Required Lenders have elected not to
         permit such extension or (2) from the Administrative Agent, any Lender
         or the Borrower that one or more of the applicable conditions specified
         in Sections 2.1.3(ii) or 2.1.3(iii) are not then satisfied, and in each
         such case directing the L/C Issuer not to permit such extension.



                                      -10-
<PAGE>
                           (iv) If the Borrower so requests in any applicable
         Letter of Credit Application, the L/C Issuer may, in its sole and
         absolute discretion, agree to issue a Letter of Credit that permits the
         automatic reinstatement of all or a portion of the stated amount
         thereof after any drawing thereunder (each, an "Auto-Reinstatement
         Letter of Credit"). Unless otherwise directed by the L/C Issuer, the
         Borrower shall not be required to make a specific request to the L/C
         Issuer to permit such reinstatement. Once an Auto-Reinstatement Letter
         of Credit has been issued, except as provided in the following
         sentence, the Lenders shall be deemed to have authorized (but may not
         require) the L/C Issuer to reinstate all or a portion of the stated
         amount thereof in accordance with the provisions of such Letter of
         Credit. Notwithstanding the foregoing, if such Auto-Reinstatement
         Letter of Credit permits the L/C Issuer to decline to reinstate all or
         any portion of the stated amount thereof after a drawing thereunder by
         giving notice of such non-reinstatement within a specified number of
         days after such drawing (the "Non-Reinstatement Deadline"), the L/C
         Issuer shall not permit such reinstatement if it has received a notice
         (which may be by telephone or in writing) on or before the day that is
         five Business Days before the Non-Reinstatement Deadline (A) from the
         Administrative Agent that the Required Lenders have elected not to
         permit such reinstatement or (B) from the Administrative Agent, any
         Lender or the Borrower that one or more of the applicable conditions
         specified in Sections 2.1.3(ii) or 2.1.3(iii) are not then satisfied
         (treating such reinstatement as an L/C Credit Extension for purposes of
         this clause) and, in each case, directing the L/C Issuer not to permit
         such reinstatement.

                            (v) Promptly after its delivery of any Letter of
         Credit or any amendment to a Letter of Credit to an advising bank with
         respect thereto or to the beneficiary thereof, the L/C Issuer will also
         deliver to the Borrower and the Administrative Agent a true and
         complete copy of such Letter of Credit or amendment.

                  2.7.3  Drawings and Reimbursements; Funding of Participations.

                           (i) Upon receipt from the beneficiary of any Letter
         of Credit of any notice of a drawing under such Letter of Credit, the
         L/C Issuer shall notify the Borrower and the Administrative Agent
         thereof. Not later than 11:00 a.m. (Eastern Time) on the date of any
         payment by the L/C Issuer under a Letter of Credit (each such date, an
         "Honor Date"), the Borrower shall reimburse the L/C Issuer through the
         Administrative Agent in an amount equal to the amount of such drawing.
         If the Borrower fails to so reimburse the L/C Issuer by such time, the
         Administrative Agent shall promptly notify each Lender of the Honor
         Date, the amount of the unreimbursed drawing (the "Unreimbursed
         Amount"), and the amount of such Lender's Commitment Percentage
         thereof. In such event, the Borrower shall be deemed to have requested
         a Variable Rate Advance under the Note to be disbursed on the Honor
         Date in an amount equal to the Unreimbursed Amount, without regard to
         the minimum and multiples specified in Section 2.1 for the principal
         amount of the Loan, but subject to the amount of the unutilized portion
         of the Total Commitment and the conditions set forth in Sections
         2.1.3(ii) and 2.1.3(iii). Any notice given by the L/C Issuer or the
         Administrative Agent pursuant to this Section 2.7.3(i) may be given by
         telephone if immediately confirmed in writing; provided that the lack
         of such an immediate confirmation shall not affect the conclusiveness
         or binding effect of such notice.

                                      -11-
<PAGE>

                           (ii) Each Lender shall upon any notice pursuant to
         Section 2.7.3(i) make funds available to the Administrative Agent for
         the account of the L/C Issuer at the Administrative Agent's Office in
         an amount equal to its Commitment Percentage of the Unreimbursed Amount
         not later than 1:00 p.m. (Eastern Time) on the Business Day specified
         in such notice by the Administrative Agent, whereupon, subject to the
         provisions of Section 2.7.3(iii), each Lender that so makes funds
         available shall be deemed to have made a Variable Rate Advance to the
         Borrower in such amount. The Administrative Agent shall remit the funds
         so received to the L/C Issuer.

                           (iii) With respect to any Unreimbursed Amount that is
         not fully refinanced by a Loan Advance because the conditions set forth
         in Section 2.1.3(ii) or 2.1.3(iii) cannot be satisfied or for any other
         reason, the Borrower shall be deemed to have incurred from the L/C
         Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that
         is not so refinanced, which L/C Borrowing shall be due and payable on
         demand (together with interest) and shall bear interest at the Default
         Rate. In such event, each Lender's payment to the Administrative Agent
         for the account of the L/C Issuer pursuant to Section 2.7.3 (ii) shall
         be deemed payment in respect of its participation in such L/C Borrowing
         and shall constitute an L/C Advance from such Lender in satisfaction of
         its participation obligation under this Section 2.7.

                           (iv) Until each Lender funds its Commitment
         Percentage of any Loan Advance or L/C Advance pursuant to this Section
         2.7.3 to reimburse the L/C Issuer for any amount drawn under any Letter
         of Credit, interest in respect of such Lender's Commitment Percentage
         of such amount shall be solely for the account of the L/C Issuer.

                           (v) Each Lender's obligation to make Loan Advances or
         L/C Advances to reimburse the L/C Issuer for amounts drawn under
         Letters of Credit, as contemplated by this Section 2.7.3, shall be
         absolute and unconditional and shall not be affected by any
         circumstance, including (A) any setoff, counterclaim, recoupment,
         defense or other right which such Lender may have against the L/C
         Issuer, the Borrower or any other Person for any reason whatsoever; (B)
         the occurrence or continuance of a Default, or (C) any other
         occurrence, event or condition, whether or not similar to any of the
         foregoing; provided, however, that each Lender's obligation to make
         Loans pursuant to this Section 2.7.3 is subject to the conditions set
         forth in Sections 2.1.3(ii) or 2.1.3(iii). No such making of an L/C
         Advance shall relieve or otherwise impair the obligation of the
         Borrower to reimburse the L/C Issuer for the amount of any payment made
         by the L/C Issuer under any Letter of Credit, together with interest as
         provided herein.

                                      -12-
<PAGE>

                           (vi) If any Lender fails to make available to the
         Administrative Agent for the account of the L/C Issuer any amount
         required to be paid by such Lender pursuant to the foregoing provisions
         of this Section 2.7.3 by the time specified in Section 2.7.3(ii), the
         L/C Issuer shall be entitled to recover from such Lender (acting
         through the Administrative Agent), on demand, such amount with interest
         thereon for the period from the date such payment is required to the
         date on which such payment is immediately available to the L/C Issuer
         at a rate per annum equal to the greater of the Federal Funds Rate and
         a rate determined by the L/C Issuer in accordance with banking industry
         rules on interbank compensation. A certificate of the L/C Issuer
         submitted to any Lender (through the Administrative Agent) with respect
         to any amounts owing under this clause (vi) shall be conclusive absent
         manifest error.

                  2.7.4    Repayment of Participations.

                           (i) At any time after the L/C Issuer has made a
         payment under any Letter of Credit and has received from any Lender
         such Lender's L/C Advance in respect of such payment in accordance with
         Section 2.7.3, if the Administrative Agent receives for the account of
         the L/C Issuer any payment in respect of the related Unreimbursed
         Amount or interest thereon (whether directly from the Borrower or
         otherwise, including proceeds of Cash Collateral applied thereto by the
         Administrative Agent), the Administrative Agent will distribute to such
         Lender its Commitment Percentage thereof (appropriately adjusted, in
         the case of interest payments, to reflect the period of time during
         which such Lender's L/C Advance was outstanding) in the same funds as
         those received by the Administrative Agent.

                           (ii) If any payment received by the Administrative
         Agent for the account of the L/C Issuer pursuant to Section 2.7.3(i) is
         required to be returned under any of the provisions of this Agreement
         (including pursuant to any settlement entered into by the L/C Issuer in
         its discretion), each Lender shall pay to the Administrative Agent for
         the account of the L/C Issuer its Commitment Percentage thereof on
         demand of the Administrative Agent, plus interest thereon from the date
         of such demand to the date such amount is returned by such Lender, at a
         rate per annum equal to the Federal Funds Rate from time to time in
         effect. The obligations of the Lenders under this clause shall survive
         the payment in full of the Obligations and the termination of this
         Agreement.

                  2.7.5 Obligations Absolute. The obligation of the Borrower to
reimburse the L/C Issuer for each drawing under each Letter of Credit and to
repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and
shall be paid strictly in accordance with the terms of this Agreement under all
circumstances, including the following:


                                      -13-
<PAGE>

                           (i) any lack of validity or enforceability of such
         Letter of Credit, this Agreement, or any other Loan Document;

                           (ii) the existence of any claim, counterclaim,
         setoff, defense or other right that the Borrower or any Borrower
         Subsidiary may have at any time against any beneficiary or any
         transferee of such Letter of Credit (or any Person for whom any such
         beneficiary or any such transferee may be acting), the L/C Issuer or
         any other Person, whether in connection with this Agreement, the
         transactions contemplated hereby or by such Letter of Credit or any
         agreement or instrument relating thereto, or any unrelated transaction;

                           (iii) any draft, demand, certificate or other
         document presented under such Letter of Credit proving to be forged,
         fraudulent, invalid or insufficient in any respect or any statement
         therein being untrue or inaccurate in any respect; or any loss or delay
         in the transmission or otherwise of any document required in order to
         make a drawing under such Letter of Credit;

                           (iv) any payment by the L/C Issuer under such Letter
         of Credit against presentation of a draft or certificate that does not
         strictly comply with the terms of such Letter of Credit; or any payment
         made by the L/C Issuer under such Letter of Credit to any Person
         purporting to be a trustee in bankruptcy, debtor-in-possession,
         assignee for the benefit of creditors, liquidator, receiver or other
         representative of or successor to any beneficiary or any transferee of
         such Letter of Credit, including any arising in connection with any
         proceeding under any debtor relief Legal Requirement; or

                           (v) any other circumstance or happening whatsoever,
         whether or not similar to any of the foregoing, including any other
         circumstance that might otherwise constitute a defense available to, or
         a discharge of, the Borrower or any Borrower Subsidiary.

         The Borrower shall promptly examine a copy of each Letter of Credit and
each amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Borrower's instructions or other irregularity, the
Borrower will, immediately after discovery thereof, notify the L/C Issuer. The
Borrower shall be conclusively deemed to have waived any such claim against the
L/C Issuer and its correspondents unless such notice is given as aforesaid.



                                      -14-
<PAGE>
                  2.7.6 Role of L/C Issuer. Each Lender and the Borrower agree
that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not
have any responsibility to obtain any document (other than any sight draft,
certificates and documents expressly required by the Letter of Credit) or to
ascertain or inquire as to the validity or accuracy of any such document or the
authority of the Person executing or delivering any such document. None of the
L/C Issuer, the Administrative Agent, any of their respective Affiliates nor any
correspondent, participant or assignee of the L/C Issuer shall be liable to any
Lender for (i) any action taken or omitted in connection herewith at the request
or with the approval of the Lenders or the Required Lenders, as applicable; (ii)
any action taken or omitted in the absence of gross negligence or willful
misconduct; or (iii) the due execution, effectiveness, validity or
enforceability of any document or instrument related to any Letter of Credit or
Issuer Document. The Borrower hereby assumes all risks of the acts or omissions
of any beneficiary or transferee with respect to its use of any Letter of
Credit; provided, however, that this assumption is not intended to, and shall
not, preclude the Borrower's pursuing such rights and remedies as it may have
against the beneficiary or transferee at law or under any other agreement. None
of the L/C Issuer, the Administrative Agent, any of their respective Affiliates
nor any correspondent, participant or assignee of the L/C Issuer shall be liable
or responsible for any of the matters described in clauses (i) through (v) of
Section 2.7.5 provided, however, that anything in such clauses to the contrary
notwithstanding, the Borrower may have a claim against the L/C Issuer, and the
L/C Issuer may be liable to the Borrower, to the extent, but only to the extent,
of any direct, as opposed to consequential or exemplary, damages suffered by the
Borrower which the Borrower proves were caused by the L/C Issuer's willful
misconduct or gross negligence or the L/C Issuer's willful failure to pay under
any Letter of Credit after the presentation to it by the beneficiary of a sight
draft and certificate(s) strictly complying with the terms and conditions of a
Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C
Issuer may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary, and the L/C Issuer shall not be responsible for the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason.

         2.7.7 Cash Collateral. Upon the request of the Administrative Agent,
(i) if the L/C Issuer has honored any full or partial drawing request under any
Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if,
as of the Letter of Credit Expiration Date, any L/C Obligation for any reason
remains outstanding, the Borrower shall, in each case, immediately Cash
Collateralize the then Outstanding Amount of all L/C Obligations. For purposes
of this Agreement, "Cash Collateralize" means to pledge and deposit with or
deliver to the Administrative Agent, for the benefit of the L/C Issuer and the
Lenders, as collateral for the L/C Obligations, cash or deposit account balances
(the "Cash Collateral") pursuant to documentation in form and substance
satisfactory to the Administrative Agent and the L/C Issuer (which documents are
hereby consented to by the Lenders). Derivatives of such term have corresponding
meanings. The Borrower hereby grants to the Administrative Agent, for the
benefit of the L/C Issuer and the Lenders, a security interest in all such Cash
Collateral and all proceeds of the foregoing. Cash Collateral shall be
maintained in blocked, non-interest bearing deposit accounts at Bank of America.


                                      -15-
<PAGE>
         2.7.8 Applicability of ISP and UCP. Unless otherwise expressly agreed
by the L/C Issuer and the Borrower when a Letter of Credit is issued (including
any such agreement applicable to an Existing Letter of Credit), the rules of the
ISP shall apply to each standby Letter of Credit.

         2.7.9 Letter of Credit Fees. The Borrower shall pay to the
Administrative Agent for the account of each Lender in accordance with its
Commitment Percentage an annual Letter of Credit fee (the "Letter of Credit
Fee") for each standby Letter of Credit equal to the Applicable Margin for
Effective LIBO Rate Advances times the maximum stated amount available to be
drawn under such Letter of Credit. For purposes of computing the daily amount
available to be drawn under any Letter of Credit, the amount of such Letter of
Credit shall be determined in accordance with Section 2.7.13. Letter of Credit
Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and
payable on the first Business Day after the end of each March, June, September
and December, commencing with the first such date to occur after the issuance of
such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on
demand. The first and last payments of such Letter of Credit fee are to be
prorated based upon the partial calendar quarters to which they apply. If there
is any change in the Applicable Margin for Effective LIBO Rate Advances during
any quarter, the daily amount available to be drawn under each standby Letter of
Credit shall be computed and multiplied by the Applicable Margin for Effective
LIBO Rate Advances separately for each period during such quarter that such
Applicable Rate was in effect. Notwithstanding anything to the contrary
contained herein, upon the request of the Required Lenders, while any Event of
Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

         2.7.10 Fronting Fee and Documentary and Processing Charges Payable to
L/C Issuer. The Borrower shall pay directly to the L/C Issuer for its own
account a fronting fee (i) with respect to each Letter of Credit, of one eighth
of one percent (.125%) per annum, computed on the maximum stated amount of such
Letter of Credit. Such fronting fee shall be due and payable on the first
Business Day after the end of each March, June, September and December in
respect of the most recently-ended quarterly period (or portion thereof, in the
case of the first payment), commencing with the first such date to occur after
the issuance of such Letter of Credit, on the Letter of Credit Expiration Date
and thereafter on demand. For purposes of computing the maximum stated amount
available to be drawn under any Letter of Credit, the amount of such Letter of
Credit shall be determined in accordance with Section 2.7.13. In addition, the
Borrower shall pay directly to the L/C Issuer for its own account the customary
issuance, presentation, amendment and other processing fees, and other standard
costs and charges, of the L/C Issuer relating to letters of credit as from time
to time in effect. Such customary fees and standard costs and charges are due
and payable on demand and are nonrefundable.

         2.7.11 Conflict with Issuer Documents. In the event of any conflict
between the terms hereof and the terms of any Issuer Document, the terms hereof
shall control.


                                      -16-
<PAGE>


         2.7.12 Letters of Credit Issued for Borrower Subsidiaries.
Notwithstanding that a Letter of Credit issued or outstanding hereunder is in
support of any obligations of, or is for the account of, a Borrower Subsidiary,
the Borrower shall be obligated to reimburse the L/C Issuer hereunder for any
and all drawings under such Letter of Credit. The Borrower hereby acknowledges
that the issuance of Letters of Credit for the account of Borrower Subsidiaries
inures to the benefit of the Borrower, and that the Borrower's business derives
substantial benefits from the businesses of such Borrower Subsidiaries.

         2.7.13. Amount. Unless otherwise specified herein, the amount of a
Letter of Credit at any time shall be deemed to be the stated amount of such
Letter of Credit in effect at such time; provided, however, that with respect to
any Letter of Credit that, by its terms or the terms of any Issuer Document
related thereto, provides for one or more automatic increases in the stated
amount thereof, the amount of such Letter of Credit shall be deemed to be the
maximum stated amount of such Letter of Credit after giving effect to all such
increases, whether or not such maximum stated amount is in effect at such time."

         21.      The Loan Agreement is hereby amended by inserting new Section
                  7.29 as follows:

                  "7.29 USA PATRIOT Act Notice. Each Lender that is subject to
                  the Act (as hereinafter defined) and the Administrative Agent
                  (for itself and not on behalf of any Lender) hereby notifies
                  the Borrower that pursuant to the requirements of the USA
                  Patriot Act (Title III of Pub. L. 107-56 (signed into law
                  October 26, 2001)) (the "Act"), it is required to obtain,
                  verify and record information that identifies the Borrower,
                  which information includes the name and address of the
                  Borrower and other information that will allow such Lender or
                  the Administrative Agent, as applicable, to identify the
                  Borrower in accordance with the Act."

         22.      Section 8.3 is hereby amended by adding new subsection 8.3.14
                  as follows:

                  "8.3.14. The creation of further condominium units in the
                  Individual Property owned by Cedar-Revere, LLC, and the
                  performance of construction in connection therewith, subject
                  to the Administrative Agent's reasonable approval of the
                  condominium documents creating such additional units and such
                  normal and customary due diligence as the Administrative Agent
                  may reasonably require."

         23.      Section 8.4.3 is hereby deleted in its entirety and shall be
                  replaced with the following".

                  "8.4.3 Individual Property secured Debt of the Borrower, CSC
                  or any Borrower Subsidiary which is recourse to the Borrower
                  or CSC consistent with customary project finance market terms
                  and conditions (excluding (a) the construction loan facility
                  on the property located at 32nd Street and Trindle Road, Camp
                  Hill, Pennsylvania 17011 and (b) the Obligations) in an amount
                  not to exceed fifteen percent (15%) of the Total Asset Value
                  in the aggregate outstanding at any one time, provided that
                  the Borrower will be in compliance with the Financial
                  Covenants considering the consequences of the incurrence of
                  such Debt;"

                                      -17-
<PAGE>
         24.      Section 14.7 is hereby amended by inserting the following text
                  at the end thereof:

                  "and shall also be subject to the terms and provisions of any
                  condominium documents as to which a Collateral Property is
                  subject."

         25.      Exhibit B-1 to the Loan Agreement is hereby deleted in its
                  entirety and shall be replaced with the Exhibit B-1 attached
                  hereto as Exhibit E.

         26.      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.

         27.      Exhibit G to the Loan Agreement is hereby deleted in its
                  entirety and shall be replaced with the Exhibit G attached
                  hereto as Exhibit F.

         28.      Immediately after the execution hereof, Exhibit I to the Loan
                  Agreement shall be deemed deleted in its entirety and shall be
                  replaced with the Exhibit I attached hereto as Exhibit B.

         29.      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 C. 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 Requirements and the related Eligibility Criteria, all as
                  set forth in the Loan Agreement.

         30.      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 D.

         31.      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 Fourth
                  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 Fourth Amendment.


                                      -18-
<PAGE>


         32.      Any determination that any provision of this Fourth 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 Fourth Amendment.

         33.      This Fourth 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 Fourth Amendment, it shall not be necessary to produce or
                  account for more than one such counterpart signed by the party
                  against whom enforcement is sought.

         34.      The Loan Agreement, as amended by this Fourth 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.

         35.      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.

         36.      Disclaimer of Fiduciary Relationship with Lead Arranger or its
                  Affiliates. The Borrower, on behalf of itself, its
                  subsidiaries and affiliates and any other person controlled by
                  the Borrower (each of the Borrower, its subsidiaries and
                  affiliates and such other persons, a "Borrower Entity"),
                  acknowledges and agrees in connection with all aspects of the
                  transactions contemplated by the Loan Arrangement, as modified
                  to date, that (a) Borrower and each of the Borrower Entities
                  and (b) Banc of America Securities LLC as the Lead Arranger
                  (the "Lead Arranger") and any of the affiliates through which
                  the Lead Arranger may be acting, have an arms length business
                  relationship that creates no fiduciary duty. The Borrower on
                  behalf of itself and each other Borrower Entity hereby
                  expressly disclaims that any fiduciary relationship exists
                  between the parties by way of this Loan Arrangement or
                  otherwise.

         37.      Conditions Precedent. This Fourth Amendment shall become
                  effective as of the date first above written, as such time
                  when all of the following conditions are satisfied:

                  a.       All Lenders shall have executed this Fourth
                           Amendment.

                  b.       The Borrower shall have executed this Fourth
                           Amendment.


                                      -19-
<PAGE>
                  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 Lenders shall have received such title
                           endorsements as the Administrative Agent may require
                           to insure the continuing priority of the Lenders'
                           liens and security interests, all in form and
                           substance satisfactory to the Administrative Agent
                           and its counsel.

                  f.       The Borrower shall have paid the fees, costs and
                           expenses of the Administrative Agent's counsel in
                           connection with this Fourth Amendment.

             [The balance of this page is intentionally left blank]



                                      -20-
<PAGE>


         IN WITNESS WHEREOF, this Fourth 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/  Leo S. Ullman
                                                ---------------------------
                                            Name: Leo S. Ullman
                                            Title: President


                                    ADMINISTRATIVE AGENT:

                                    BANK OF AMERICA, N.A.


                                    By:     /s/ Michael W. Edwards
                                            ---------------------------
                                    Name:   Michael W. Edwards
                                    Title:  Senior Vice President


                                    LENDERS:

                                    BANK OF AMERICA, N.A.


                                    By:     /s/ Michael W. Edwards
                                            ---------------------------
                                    Name:   Michael W. Edwards
                                    Title:  Senior Vice President


<PAGE>




                                    COMMERZBANK AG NEW YORK BRANCH

                                    By:     /s/ Christian Berry
                                            ---------------------------
                                    Name:   Christian Berry
                                    Title:  Vice President

                                    By:     /s/ Ralph C. Marra, Jr.
                                            ---------------------------
                                    Name:   Ralph C. Marra, Jr.
                                    Title:  Vice President


                                    PB CAPITAL CORPORATION


                                    By:     /s/ Michael J. Rogers
                                            ---------------------------
                                    Name:   Michael J. Rogers
                                    Title:  Assistant Vice President

                                    By:     /s/ Olivia Lam
                                            ---------------------------
                                    Name:   Olivia Lam
                                    Title:  Assistant Vice President


                                    MANUFACTURERS AND TRADERS TRUST COMPANY


                                    By:     /s/ Peter J. Ostrowski
                                            ---------------------------
                                    Name:   Peter J. Ostrowski
                                    Title:  Vice President


                                    SOVEREIGN BANK


                                    By:     /s/ T. Gregory Donohue
                                            ------------------------
                                    Name:   T. Gregory Donohue
                                    Title:  Senior Vice President

<PAGE>


                                    RAYMOND JAMES BANK, FSB


                                    By:     /s/ Tom Macina
                                            ----------------------------
                                    Name:   Tom Macina
                                    Title:  Senior Vice President


                                    CITIZENS BANK OF PENNSYLVANIA


                                    By:     /s/ Robert L. Schopf
                                            ---------------------------
                                    Name:   Robert L. Schopf
                                    Title:  Vice President


                                    KEYBANK, NATIONAL ASSOCIATION


                                    By:     /s/ Gregory W. Lane
                                            ---------------------------
                                    Name:   Gregory W. Lane
                                    Title:  Relationship Manager


                                    LASALLE BANK NATIONAL ASSOCIATION


                                    By:     /s/ Stephen J. Shockey__
                                            ----------------------
                                    Name:   Stephen J. Shockey
                                    Title:  First Vice President


<PAGE>
                                EXHIBIT A

                       EXHIBIT F TO LOAN AGREEMENT

         OWNERSHIP INTERESTS AND TAXPAYER IDENTIFICATION NUMBERS
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
ENTITY NAME                             PARTNERS/MEMBERS                        TAX IDENTIFICATION NUMBER
-----------                             ----------------                        -------------------------
----------------------------------------------------------------------------------------------------------
<S>                                     <C>                                     <C>
Cedar-South Philadelphia I, LLC         Cedar-South Philadelphia II, LLC (100%) 90-0082050
----------------------------------------------------------------------------------------------------------
Cedar-South Philadelphia II, LLC        Cedar Shopping Centers Partnership,     90-0082060
                                        L.P. (100%)
----------------------------------------------------------------------------------------------------------
Cedar-Riverview LP                      Cedar-Riverview LLC (1%; general        20-0422200
                                        partner); CSC-Riverview LLC (99%;
                                        limited partner)
----------------------------------------------------------------------------------------------------------
Cedar-Riverview LLC                     Cedar Shopping Centers Partnership,     20-0151534
                                        L.P. (100%)
----------------------------------------------------------------------------------------------------------
CSC-Riverview LLC                       Cedar Shopping Centers Partnership,     20-0151125
                                        L.P. (100%)
----------------------------------------------------------------------------------------------------------
Cedar Lender LLC                        Cedar Shopping Centers Partnership,     20-0447171
                                        L.P. (100%)
----------------------------------------------------------------------------------------------------------
Delaware 1851 Associates, LP            Cedar-Columbus LLC (1%; general         23-2999402
                                        partner); CSC-Columbus LLC (99%;
                                        limited partner)
----------------------------------------------------------------------------------------------------------
Cedar-Columbus LLC                      Cedar Shopping Centers Partnership,     20-0151547
                                        L.P. (100%)
----------------------------------------------------------------------------------------------------------
Cedar Sunset Crossing, LLC              Cedar Shopping Centers Partnership,     20-0579586
                                        L.P. (100%)
----------------------------------------------------------------------------------------------------------
CSC-Columbus LLC                        Cedar Shopping Centers Partnership,     20-0151526
                                        L.P. (100%)
----------------------------------------------------------------------------------------------------------
Cedar Dubois, LLC                       Cedar Shopping Centers Partnership,     20-0768567
                                        L.P. (100%)
----------------------------------------------------------------------------------------------------------
</TABLE>
                                      EF-1
<PAGE>
<TABLE>
<CAPTION>
<S>                                     <C>                                     <C>
----------------------------------------------------------------------------------------------------------
Swede Square Associates, L.P.           Swede Square, LLC (0.1%; general        02-0673581
                                        partner); Cedar Shopping Centers
                                        Partnership, L.P. (99.9%; limited
                                        partner)
----------------------------------------------------------------------------------------------------------
Swede Square, LLC                       Cedar Shopping Centers Partnership,     02-0673593
                                        L.P. (100%)
----------------------------------------------------------------------------------------------------------
Cedar Lake Raystown, LLC                Cedar Shopping Centers Partnership,     20-1158059
                                        L.P. (100%)
----------------------------------------------------------------------------------------------------------
Cedar Huntingdon, LLC                   Cedar Shopping Centers Partnership,     20-1157929
                                        L.P. (100%)
----------------------------------------------------------------------------------------------------------
Cedar Brickyard, LLC                    Cedar Shopping Centers Partnership,     20-2011661
                                        L.P. (100%)
----------------------------------------------------------------------------------------------------------
Cedar St. James, LLC                    Cedar Shopping Centers Partnership,     20-2311739
                                        L.P. (100%)
----------------------------------------------------------------------------------------------------------
Cedar Kenley Village, LLC               Cedar Shopping Centers Partnership,     20-2311870
                                        L.P. (100%)
----------------------------------------------------------------------------------------------------------
Cedar-Valley Plaza, LLC                 Cedar Shopping Centers Partnership,     42-1596164
                                        L.P. (100%)
----------------------------------------------------------------------------------------------------------
Cedar-Glen Allen UK, LLC                Cedar Shopping Centers Partnership,     20-3797757
                                        L.P. (100%)
----------------------------------------------------------------------------------------------------------
Cedar-Fredericksburg UK, LLC            Cedar Shopping Centers Partnership,     20-3797657
                                        L.P. (100%)
----------------------------------------------------------------------------------------------------------
Cedar-Salem Run, LLC                    Cedar Shopping Centers Partnership,     20-3797596
                                        L.P. (100%)
----------------------------------------------------------------------------------------------------------
Cedar-VA Commons LLC                    Cedar Shopping Centers Partnership,     20-3797692
                                        L.P. (100%)
----------------------------------------------------------------------------------------------------------
Cedar-Revere LLC                        Cedar Shopping Centers Partnership,     20-3528504
                                        L.P. (100%)
----------------------------------------------------------------------------------------------------------
Cedar-Carlisle, LLC                     Cedar Shopping Centers Partnership,     20-3397838
                                        L.P. (100%)
----------------------------------------------------------------------------------------------------------
</TABLE>
                                      EF-2
<PAGE>
                                    EXHIBIT B

                           EXHIBIT I TO LOAN AGREEMENT

                               LENDERS' COMMITMENT
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
LENDER                                     COMMITMENT AMOUNT                    COMMITMENT PERCENTAGE
------                                     -----------------                    ---------------------
---------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                                  <C>
BANK OF AMERICA, N.A.                      $25,000,000.00                       12.5%
---------------------------------------------------------------------------------------------------------------------
COMMERZBANK AG NEW YORK BRANCH             $25,000,000.00                       12.5%
---------------------------------------------------------------------------------------------------------------------
PB CAPITAL CORPORATION                     $25,000,000.00                       12.5%
---------------------------------------------------------------------------------------------------------------------
MANUFACTURERS AND TRADERS TRUST COMPANY    $23,500,000.00                       11.75%
---------------------------------------------------------------------------------------------------------------------
SOVEREIGN BANK                             $23,500,000.00                       11.75%
---------------------------------------------------------------------------------------------------------------------
RAYMOND JAMES BANK, FSB                    $14,000,000.00                       7.0%
---------------------------------------------------------------------------------------------------------------------
CITIZENS BANK OF PENNSYLVANIA              $25,000,000.00                       12.5%
---------------------------------------------------------------------------------------------------------------------
KEYBANK, NATIONAL ASSOCIATION              $25,000,000.00                       12.5%
---------------------------------------------------------------------------------------------------------------------
LASALLE BANK NATIONAL ASSOCIATION          $14,000,000.00                       7.0%
---------------------------------------------------------------------------------------------------------------------
TOTAL                                      $200,000,000.00                      100%
---------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      EI-1

<PAGE>
                                    EXHIBIT C

                           EXHIBIT J TO LOAN AGREEMENT
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
                                                            ADJUSTED APPRAISED VALUE
BORROWING BASE PROPERTY                                     AS OF DECEMBER  , 2005
-----------------------                                     ----------------------
------------------------------------------------------------------------------------------------
<S>                                                         <C>
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
East Norriton, Pennsylvania
------------------------------------------------------------------------------------------------
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,                                    $16,000,000.00
Fredericksburg, Virginia
------------------------------------------------------------------------------------------------
Ukrop's Shopping Center,                                    $6,300,000.00
Glen Allen, Virginia
------------------------------------------------------------------------------------------------
Virginia Center Commons                                     $4,900,000.00
Glen Allen, Virginia
------------------------------------------------------------------------------------------------
The Shoppes at Salem Run                                    $5,300,000.00
Fredericksburg, Virginia
------------------------------------------------------------------------------------------------
Unit 2 of The Shops at Suffolk Downs                        $19,300,000.00 (As Is)
Condominium                                                 $20,900,000.00 (At Completion)
Revere, Massachusetts
------------------------------------------------------------------------------------------------
Point at Carlisle Shopping Center                           $12,900,000.00
Carlisle, Pennsylvania
------------------------------------------------------------------------------------------------
</TABLE>

                                      EJ-1
<PAGE>
                                    EXHIBIT D

                      SCHEDULE 6.14.2(i) TO LOAN AGREEMENT
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
BORROWING BASE PROPERTY                          FEE OR LEASEHOLD ESTATE INTEREST
-----------------------                          --------------------------------
-----------------------------------------------------------------------------------------------------------
<S>                                              <C>
South Philadelphia Shopping Plaza                Leasehold
Philadelphia, Pennsylvania
-----------------------------------------------------------------------------------------------------------
Riverview Shopping Center                        Fee and Leasehold
Philadelphia, Pennsylvania
-----------------------------------------------------------------------------------------------------------
Sunset Crossing Shopping Center                  Fee
Dickson, Pennsylvania
-----------------------------------------------------------------------------------------------------------
Columbus Crossing Shopping Center                Fee
Philadelphia, Pennsylvania
-----------------------------------------------------------------------------------------------------------
Dubois Commons Shopping Center                   Fee
Sandy, Pennsylvania
-----------------------------------------------------------------------------------------------------------
Swede Square Shopping Center                     Fee
East Norriton, Pennsylvania
-----------------------------------------------------------------------------------------------------------
Lake Raystown Shopping Center                    Fee
Smithfield, Pennsylvania
-----------------------------------------------------------------------------------------------------------
Brickyard Shopping Center                        Fee
Berlin, Connecticut
-----------------------------------------------------------------------------------------------------------
Valley Plaza Shopping Center, Hagerstown,        Fee
Maryland
-----------------------------------------------------------------------------------------------------------
St. James Shopping Center, Hagerstown, Maryland  Fee
-----------------------------------------------------------------------------------------------------------
Kenley Village Shopping Center, Hagerstown,      Fee
Maryland
-----------------------------------------------------------------------------------------------------------
Ukrop's Shopping Center,                         Fee
Fredericksburg, Virginia
-----------------------------------------------------------------------------------------------------------
Ukrop's Shopping Center,                         Fee
Glen Allen, Virginia
-----------------------------------------------------------------------------------------------------------
Virginia Center Commons,                         Fee
Glen Allen, Virginia
-----------------------------------------------------------------------------------------------------------
The Shoppes at Salem Run,                        Fee
Fredericksburg, Virginia
-----------------------------------------------------------------------------------------------------------
Unit 2 of The Shops at Suffolk Downs
Condominium,                                     Fee
Revere, Massachusetts
-----------------------------------------------------------------------------------------------------------
Point at Carlisle Shopping Center                Fee
Carlisle, Pennsylvania
-----------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

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.



<PAGE>
                                    EXHIBIT E

                          EXHIBIT B-1 TO LOAN AGREEMENT

                    REQUISITION AND AVAILABILITY CERTIFICATE


TO:      Bank of America, N.A. ("Administrative Agent")

RE:      Loan Agreement dated as of January 30, 2004 (as amended, the "Loan
         Agreement") between Administrative Agent, the lenders described therein
         and Cedar Shopping Centers Partnership, L.P. ("Borrower")

LOAN REQUEST NO.:________________

AMOUNT OF LOAN ADVANCE REQUESTED:$__________________

DATE:________________, 200__

         This Borrower's Certificate and Request for Loan Advance is submitted
by Borrower to Administrative Agent pursuant to the provisions of the Loan
Agreement in order to induce Lenders to make the Loan Advance identified above.
Capitalized terms used herein which are not otherwise specifically defined shall
have the same meaning herein as in the Loan Agreement.

         Borrower hereby requests Lenders to make a Loan Advance under the Notes
in the following amount:
$_________________.

         The Loan Advance is requested for the following purposes:______________
________________________________________________________________________________
_______________________________________________________________________________.

         The Loan Advance requested of $______________, when added to prior Loan
Advances under the Notes of $________________, plus the L/C Exposure of
$__________________, will result in aggregate Loans plus L/C Exposure of
$_______________.

         The types of Loans requested are as follows:

                  Variable Rate:              $__________________

                  Effective LIBO Rate         $___________________
                                              Interest Period________________

                                              $___________________
                                              Interest Period________________


<PAGE>

         The Maximum Loan Amount shall not be exceeded upon the making of the
Loan Advance requested hereunder. Calculations of the Maximum Loan Amount,
current Loan balance, and amount of the Loan available to be advanced and/or
L/C's available to be issued are set forth on the Availability Certificate
annexed hereto.

         Borrower hereby certifies, warrants and represents to Administrative
Agent and the Lenders that (except for each condition precedent to Lender's
obligation to make the requested Loan Advance) this request: (i) constitutes an
affirmation by Borrower that, except as otherwise disclosed in writing to the
Administrative Agent, each of the warranties and representations made in the
Loan Agreement, including, without limitation, the Borrower's continued
compliance with the Financial Covenants, as satisfied by the Closing Compliance
Certificate, or once delivered, the most recent Compliance Certificate delivered
by the Borrower to the Agent, remains true and correct in all material respects
as of the date of this request and, unless Administrative Agent is notified to
the contrary prior to the disbursement of the Loan Advance, will be so on the
date of such Loan Advance; and (ii) constitutes the representation and warranty
of Borrower that the information set forth in this request is true, accurate and
complete in all material respects.

         The Borrower hereby further certifies, warrants and represents to
Administrative Agent and the Lenders that: (i) to the best of the Borrower's
knowledge, the financial information provided by the Borrower to the Agent
remains true and accurate in all material respects; (ii) the Borrower is in
compliance with the financial covenants contained in the Loan Agreement to the
extent set forth below; (iii) to the best of the Borrower's knowledge, an Event
of Default which is continuing has not occurred under the Loan Agreement or any
of the other Loan Documents.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
               COVENANT                             REQUIREMENT                              ACTUAL
--------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                                                 <C>
Interest Expense Coverage              Not less than 2.00:1
--------------------------------------------------------------------------------------------------------------------
Leverage Ratio                         Less than 70%
--------------------------------------------------------------------------------------------------------------------
Fixed Charge Ratio                     On or prior to December 31, 2005:
                                       Not less than 1.35:1
                                       Following December 31, 2005: Not less
                                       than 1.50:1
--------------------------------------------------------------------------------------------------------------------
Borrower's Net Worth                   Not less than 85% of the Borrower's
                                       Net Worth as of December 31, 2003,
                                       plus 85% of cumulative net cash
                                       proceeds, as set forth in the Loan
                                       Agreement
--------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
<S>                                    <C>                                                 <C>
--------------------------------------------------------------------------------------------------------------------
Occupancy Ratio for Borrowing Base     Not less than 85% for the aggregate
Properties                             of all Borrowing Base Properties, and
                                       not less than 80% for each individual
                                       Borrowing Base Property
--------------------------------------------------------------------------------------------------------------------
Aggregate Pro Rata amount of the       Prior to, and including, December 31,
Variable Rate Indebtedness of the      2005:  Less than 40% of the Total
Consolidated CSC Entities and the      Asset Value Commencing January 1, 2006:
Unconsolidated CSC Entities            Less than 30% of the Total Asset Value
--------------------------------------------------------------------------------------------------------------------
Individual Property secured Debt of    In the aggregate outstanding at any
the Borrower, CSC or any Borrower      time, not to exceed fifteen percent
Subsidiary which is recourse to the    (15%) of the Total Asset Value
Borrower or CSC                        (excluding the construction loan
                                       facility on the Camp Hill property
                                       and the Obligations)
--------------------------------------------------------------------------------------------------------------------
The Pro Rata share of Investments in   In the aggregate, not to exceed
Development Assets (valued at          twenty five percent (25%) of Total
undepreciated Book Value)              Asset Value
--------------------------------------------------------------------------------------------------------------------
The Pro Rata share of Investments in   In the aggregate, not to exceed five
Land Assets which are valued at Book   percent (5%) of Total Asset Value
Value
--------------------------------------------------------------------------------------------------------------------
The Pro Rata share of  Investments in  In the aggregate, not to exceed five
Non-Retail Assets                      percent (5%) of Total Asset Value
--------------------------------------------------------------------------------------------------------------------
</TABLE>

         Calculations of the Financial Covenants are set forth in the Closing
Compliance Certificate, or once delivered, the most recent Compliance
Certificate delivered by the Borrower to the Agent.


<PAGE>

         This request is submitted to Administrative Agent for the purpose of
inducing Lenders to make a Loan Advance and Borrower intends that Administrative
Agent and the Lenders shall rely upon the same being true, accurate and complete
in all material respects.

         If all conditions precedent to Lenders' obligation to make a Loan
Advance are satisfied, please disburse the Loan Advance on ______________,
200__.

         WITNESS the execution hereof as an instrument under seal as of the
_______ day of _____________, 200__.


                                    CEDAR SHOPPING CENTERS PARTNERSHIP, L.P.,
                                    a Delaware limited partnership

                                    By:  Cedar Shopping Centers, Inc.,
                                         its general partner


                                         By:      _________________________
                                         Name:    _________________________
                                         Title:   _________________________



<PAGE>
                            AVAILABILITY CERTIFICATE

1.   MAXIMUM LOAN AMOUNT

     a.       Established Loan Amount                   $___,000,000.00
     b.       Total Commitment                          $___,000,000.00
     c.       Availability (calculated below)           $_________
                            lesser of (a), (b) and (c)                 $________

2.   LOAN BALANCE

     a.       Outstanding Balance of Loan               $_________
                       plus
     b.       L/C Exposure                              $_________
                       (a) plus (b)                                    $________

3.   AMOUNT OF LOAN AVAILABLE TO BE ADVANCED AND/OR L/C'S
     AVAILABLE TO BE ISSUED
                       1 minus 2                                       $________


<PAGE>



                            AVAILABILITY CALCULATION


     a.       Aggregate Borrowing Base Value* $__________
                    (calculated below)
              Multiplied by 70%                           $__________

     b.       Implied Loan Amount                         $__________
                    (calculated below)
                    lesser of (a) or (b)                             $__________



<PAGE>



                        *BORROWING BASE VALUE CALCULATION
                   (prepare for each Borrowing Base Property)

(a)  If Stabilized Asset

     (i)      Adjusted Appraised Value                       $____________
              (as determined by the most recent
              Appraisal of such Borrowing Base Property)

     (ii)     Adjusted Capitalized Value**                   $_____________
                   (calculated below)

**Adjusted Capitalized Value Calculation (For Stabilized Asset)

     Adjusted Net Operating Income for most recent
     fiscal quarter, annualized                         $______________
            capitalized at 8.75%                                 $__________

(b)  If Non-Stabilized Asset

     (i)      Adjusted Appraised Value                       $______________
              (as determined by the most recent
              Appraisal of such Borrowing Base Property)

     (ii)     Adjusted Capitalized Value                     $______________
                   (Undepreciated Book Value)



<PAGE>
        CALCULATION OF BORROWING BASE VALUE IF EVENT OF LOSS HAS OCCURRED

     (i)      Adjusted Capitalized Value                $_________
              (calculated in the manner set forth
              above for Stabilized Asset, subject
              to the limits of Borrowing Base Value,
              or Non Stabilized Asset, as applicable)

                 Multiplied by 70%                           $_________



<PAGE>
                         Implied Loan Amount Calculation


Principal amount which generates Implied Debt Service Coverage Ratio of 1.50 to
1.00, calculated in accordance with the worksheet which is to be annexed hereto.


<PAGE>


                                    EXHIBIT F

                           EXHIBIT G TO LOAN AGREEMENT

                             COMPLIANCE CERTIFICATE

TO: The Administrative Agent and Lenders party to the Loan Agreement Described
    Below

         This Compliance Certificate is furnished pursuant to that certain Loan
Agreement dated as of January 30, 2004 (as amended, the "Loan Agreement"), among
Cedar Shopping Centers Partnership, L.P. ("Borrower"), Bank of America, N.A., as
Administrative Agent and the Lenders identified therein. Unless otherwise
defined herein, capitalized terms used in this Compliance Certificate have the
meanings ascribed thereto in the Loan Agreement.

         THE UNDERSIGNED HEREBY CERTIFIES THAT:

         1. I am the duly elected/authorized ______________________ of Cedar
Shopping Centers, Inc., general partner of the Borrower.

         2. I have reviewed the terms of the Loan Agreement and I have made, or
have caused to be made under my supervision, a review of the transactions and
conditions of the Borrower during the accounting period covered by the attached
financial statements.

         3. The examinations described in paragraph 2 did not disclose, and I
have no knowledge of, the existence of any condition or event which constitutes
an Event of Default or an event which, with notice or the passage of time or
both, would constitute an Event of Default during or at the end of the
accounting period covered by the attached financial statements or as of the date
of this Certificate, except as set forth below.

         4. Schedule 1 attached hereto sets forth financial data and
computations at and for the period ending __________ evidencing the Borrower's
compliance with certain covenants of the Loan Agreement, except as set forth
below, all of which data and computations are true, complete and correct in all
material respects to my knowledge.

         Described below are the exceptions, if any, to paragraphs 3 and 4,
listing the nature of the condition or event, the period during which it has
existed and the action which the Borrower has taken, is taking, or proposes to
take with respect to each such condition or event:
________________________________________________________________________________
________________________________________________________________________________

<PAGE>



         IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
this ____ day of ____________, 200____.

                                CEDAR SHOPPING CENTERS PARTNERSHIP, L.P.,
                                a Delaware limited partnership

                                By:      Cedar Shopping Centers, Inc.,
                                         its general partner


                                         By:      ___________________________
                                         Name:    ___________________________
                                         Title:   ___________________________


<PAGE>
                      SCHEDULE 1 TO COMPLIANCE CERTIFICATE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
               COVENANT                             REQUIREMENT                              ACTUAL
--------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                                          <C>
Interest Expense Coverage              Not less than 2.00:1
--------------------------------------------------------------------------------------------------------------------
Leverage Ratio                         Less than 70%
--------------------------------------------------------------------------------------------------------------------
Fixed Charge Ratio                     On or prior to  December 31, 2005:
                                       Not less than 1.35:1
                                       Following December 31, 2005: Not less
                                       than 1.50:1
--------------------------------------------------------------------------------------------------------------------
Borrower's Net Worth                   Not less than 85% of the Borrower's
                                       Net Worth as of December 31, 2003,
                                       plus 85% of cumulative net cash
                                       proceeds, as set forth in the Loan
                                       Agreement
--------------------------------------------------------------------------------------------------------------------
Occupancy Ratio for Borrowing Base     Not less than 85% for the aggregate
Properties                             of all Borrowing Base Properties, and
                                       not less than 80% for each individual
                                       Borrowing Base Property
--------------------------------------------------------------------------------------------------------------------
Aggregate Pro Rata amount of the       Prior to, and including, December 31,
Variable Rate Indebtedness of the      2005:  Less than 40% of the Total
Consolidated CSC Entities and the      Asset Value Commencing January 1, 2006:
Unconsolidated CSC Entities            Less than 30% of the Total Asset Value
--------------------------------------------------------------------------------------------------------------------
Individual Property secured Debt of    In the aggregate outstanding at any
the Borrower, CSC or any Borrower      time, not to exceed fifteen percent
Subsidiary which is recourse to the    (15%) of the Total Asset Value
Borrower or CSC                        (excluding the construction loan
                                       facility on the Camp Hill property
                                       and the Obligations)
--------------------------------------------------------------------------------------------------------------------
The Pro Rata share of Investments in   In the aggregate, not to exceed
Development Assets (valued at          twenty five percent (25%) of Total
undepreciated Book Value)              Asset Value
--------------------------------------------------------------------------------------------------------------------
The Pro Rata share of Investments in   In the aggregate, not to exceed five
Land Assets which are valued at Book   percent (5%) of Total Asset Value
Value
--------------------------------------------------------------------------------------------------------------------
The Pro Rata share of  Investments in  In the aggregate, not to exceed five
Non-Retail Assets                      percent (5%) of Total Asset Value
--------------------------------------------------------------------------------------------------------------------
</TABLE>
