8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported):  November 2, 2004

Cedar Shopping Centers, Inc.
(Exact name of registrant as specified in its charter)

Maryland	0-14510	42-1241468
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)
44 South Bayles Avenue Port Washington, NY		11050
(Address of principal executive offices)		(Zip Code)

(516) 767-6492
(Registrant’s telephone number,
including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On November 3, 2004, Cedar Shopping Centers, Inc. (the “Company”) announced that it had amended certain terms of its $100 million secured revolving credit facility. The Borrower under the credit facility is Cedar Shopping Centers Partnership, L. P., the Company’s operating company; the lead arranger and Administrative Agent is Fleet National Bank. The amendment, dated as of November 2, 2004, amends the terms of the credit facility to include the following: (1) the interest rate margin will be reduced by 75 basis points, from a range of 225 to 275 basis points, to a range of 150 to 205 basis points above LIBOR, depending on the Company’s leverage ratio, (2) introduce an accordion feature pursuant to which the credit facility may be increased to $200 million, and (3) amend certain covenants to accommodate the Company’s development properties and to provide additional flexibility.

A press release announcing the modification is included as Exhibit 99.1 to this Form 8-K.

The information contained herein includes summaries, prepared by management, of written agreements with respect to the described transactions. Such summaries are intended to reflect and describe the terms and provisions of various agreements with respect to such transactions and are subject in each case to the terms and provisions of the underlying agreements, where applicable, filed together with this Report.

Exhibits:

10.1	Second Amendment To Loan Agreement, dated as of November 2, 2004, by and among Fleet National Bank (the Administrative Agent), Fleet National Bank and other banks (the Lenders), and Cedar Shopping Centers Partnership, L.P. (the Borrower)
99.1	Press release

Signatures

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

CEDAR SHOPPING CENTERS, INC.

/s/ THOMAS J. O’KEEFFE
Thomas J. O’Keeffe
Chief Financial Officer
(Principal financial officer)

Dated:   November 8, 2004

EX-10

                       SECOND AMENDMENT TO LOAN AGREEMENT
                       ----------------------------------

         This SECOND AMENDMENT TO LOAN AGREEMENT (hereinafter, the "Second
Amendment") is dated as of November 2, 2004, by and among FLEET NATIONAL BANK, a
national banking association having an address at c/o Bank of America,
IL1-231-10-52, 231 South LaSalle Street, Chicago, Illinois 60697, as
Administrative Agent (hereinafter, the "Administrative Agent"), FLEET NATIONAL
BANK, 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 590 Madison Avenue, New York, New York
10022, 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, a lending institution
having an address at 3025 Chemical Road 194-0245, Suite 245, Plymouth Meeting,
Pennsylvania 19462, 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, the Administrative Agent, Lenders and Borrower have 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 (hereinafter,
collectively, the "Loan Agreement"), and those certain promissory notes dated as
of January 30, 2004 executed by the Borrower in favor of the Lenders in the
original aggregate principal amount of $100,000,000.00 (hereinafter,
individually and collectively, the "Note"); and

         WHEREAS, the Administrative Agent, Lenders and Borrower have agreed to
amend the Loan Agreement as more particularly set forth herein.

         Accordingly, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, it is hereby agreed by and among
the Administrative Agent, Lenders and Borrower as follows:

         1.       Section 1.3 of the Loan Agreement is hereby amended by
                  deleting the reference contained therein to "ONE HUNDRED
                  MILLION DOLLARS ($100,000,000.00)" and replacing same with
                  "TWO HUNDRED MILLION DOLLARS ($200,000,000.00)".





                                       -1-


         2.       Section 2.1.1(i) of the Loan Agreement is hereby deleted in
                  its entirety and shall be replaced with the following:

                           "(i) Subject to all of the terms and conditions
                  hereof, the Lenders hereby agree to lend to Borrower, and
                  Borrower may borrow, reborrow and repay from time to time sums
                  (the "Loan Advances") between the date hereof and the Maturity
                  Date; provided, that (a) the aggregate of (1) the outstanding
                  principal balance of the Loan plus (2) the L/C Exposure, shall
                  at no time exceed (b) the least of (1) the Established Loan
                  Amount, (2) the Total Commitment, or (3) the Availability (the
                  least of (1), (2) or (3), the "Maximum Loan Amount")."

         3.       Section 2.1.1(iii) of the Loan Agreement is hereby deleted in
                  its entirety and shall be replaced by the following:

                  "(iii) Provided no Default or Event of Default shall then be
                  in existence, the Borrower shall have the right, on any one
                  (1) or more occasions prior to the Maturity Date, to elect to
                  increase the Established Loan Amount; provided, however, that
                  (i) the amount of each such increase shall not be less than
                  Twenty Million ($20,000,000.00) Dollars, (ii) the aggregate
                  amount of all such increases shall not cause the Established
                  Loan Amount to exceed Two Hundred Million ($200,000,000.00)
                  Dollars, and (iii) after any such increase the Established
                  Loan Amount shall not exceed the Total Commitments (as such
                  may be increased after the date hereof) as determined by the
                  Administrative Agent. Such right may be exercised by the
                  Borrower by written notice to the Administrative Agent, which
                  election shall designate the increased Established Loan
                  Amount. The Borrower shall execute, deliver and satisfy, and
                  shall cause each Loan Party to execute, deliver, and satisfy,
                  any and all documentation and other conditions reasonably
                  required by the Administrative Agent in order to evidence and
                  effectuate the increase in the Established Loan Amount,
                  including, without limitation, any new or replacement Note as
                  may be required by any Lender increasing its Commitment or any
                  new Lender issuing a new Commitment. Any such increase of the
                  Established Loan Amount shall not be effective until written
                  confirmation from the Administrative Agent to the Borrower and
                  the Lenders of such increased amount and the confirmation that
                  such amount does not exceed the Total Commitments. In
                  connection with any increase in the Established Loan Amount,
                  no Lender shall be required to increase the amount of such
                  Lender's Commitment."

         4.       The introductory paragraph of Section 2.1.2 of the Loan
                  Agreement is hereby deleted in its entirety and shall be
                  replaced with the following:




                                       -2-


                           "2.1.2 Procedures and Limits. Until the Maturity
                  Date, the Lenders shall, subject to the compliance with all of
                  the other terms, conditions and provisions of this Agreement
                  and there then occurring no Default or Event of Default, make
                  disbursements to Borrower of Loan Advances in installments in
                  accordance with the following:"

         5.       Section 2.3.8(iii) of the Loan Agreement is hereby deleted in
                  its entirety.

         6.       Section 2.4.2 of the Loan Agreement is hereby deleted in its
                  entirety and shall be replaced with the following:

                           "2.4.2 Line Fee. Borrower agrees to pay an unused
                  line fee (the "Line Fee") to the Administrative Agent, for the
                  pro rata benefit of the Lenders. The amount of the Line Fee on
                  any given day shall equal the Line Percentage multiplied by
                  the amount on such day by which the Total Commitments exceed
                  the sum of (a) the outstanding principal balance of the Loan,
                  and (b) the L/C Exposure. The Line Fee shall be payable to the
                  Administrative Agent quarterly in arrears on the first day of
                  each calendar quarter for the immediately preceding calendar
                  quarter or portion thereof, with a final payment on the
                  Maturity Date and the first and last payments to be prorated
                  based upon the partial calendar quarters to which they apply."

         7.       Section 3.4 of the Loan Agreement is hereby amended by adding
                  new subsection 3.4.4 as follows:

                  "In addition to all other rights of the Administrative Agent
                  with respect to the removal of the Lake Raystown Shopping
                  Plaza as a Borrowing Base Property under this Agreement, the
                  Administrative Agent shall be permitted to remove the Lake
                  Raystown Shopping Plaza as a Borrowing Base Property upon the
                  occurrence of (i) the termination of that certain Lease
                  Agreement dated July 15, 1993, as amended and supplemented by
                  an Amendment to Lease dated May 13, 1994, a Lease Commencement
                  Agreement dated July 26, 1995, a Letter Agreement dated
                  January 21, 1999, a Second Amendment to Lease dated January
                  19, 2000 and a Letter Agreement dated February 19, 2002, by
                  and between Cedar Lake Raystown, LLC (the "Landlord"), as
                  successor in interest to Greater Huntingdon and Co., Inc., and
                  Giant Food Stores, LLC (the "Tenant"), as successor in
                  interest to Giant Food Stores, Inc., with regard to a shopping
                  center located within the Lake Raystown Shopping Plaza
                  containing approximately 39,244 square feet, and (ii) the
                  relocation of the Tenant to a separate shopping center
                  facility located on a parcel of land adjacent to the Lake
                  Raystown Shopping Plaza (the "Adjacent Property"), consisting
                  of approximately 25.553 acres and owned by Cedar Raystown
                  Land, LLC, an affiliate of the Landlord, and a subsidiary of
                  the Borrower (the "CR Subsidiary"); provided, however, that
                  the Administrative Agent shall not remove the Lake Raystown




                                       -3-


                  Shopping Plaza as a Borrowing Base Property solely as a result
                  of any such termination and relocation if, simultaneous with
                  such termination and relocation, the Borrower and the CR
                  Subsidiary (i) enter into such agreements with the
                  Administrative Agent, (ii) execute such documents, and (iii)
                  perform all other acts, as are necessary to (a) cause the
                  Adjacent Property and the Lake Raystown Shopping Plaza to be
                  deemed to be one (1) combined property for the purpose of
                  determining whether such combined property (the "Combined Lake
                  Raystown Property") shall be added as a Borrowing Base
                  Property, and (b) add the Combined Lake Raystown Property as a
                  Borrowing Base Property in accordance with the terms and
                  conditions of this Agreement. The Administrative Agent and the
                  Borrower hereby agree that the fueling station located within
                  the Lake Raystown Shopping Plaza containing approximately
                  27,547 square feet, and subject to that certain Lease
                  Agreement dated January 19, 2000, by and between Landlord, as
                  successor in interest to Greater Raystown Associates, and
                  Tenant, as successor in interest to Giant Food Stores, Inc.,
                  shall not be included in the determination of whether the
                  Combined Lake Raystown Property shall be added as a Borrowing
                  Base Property. In addition, (i) the Borrower shall have a
                  period of one hundred eighty (180) days in which to relet the
                  space formerly occupied by the Tenant in the Lake Raystown
                  Shopping Plaza, (ii) the Occupancy Ratio for the Combined Lake
                  Raystown Property shall be permitted to be no less than
                  seventy-two percent (72%) during such one hundred eighty (180)
                  day period and (iii) the Combined Lake Raystown Property shall
                  be deemed to be a Stabilized Asset during such one hundred
                  eighty (180) day period notwithstanding the fact that the
                  Occupancy Ratio for the Combined Lake Raystown Property during
                  such one hundred eighty (180) day period may be less than
                  eighty percent (80%). Upon the Borrower and the CR Subsidiary
                  entering into such agreements with the Administrative Agent,
                  and completing such other actions, as are necessary to add the
                  Combined Lake Raystown Property as a Borrowing Base Property
                  in accordance with the terms and conditions of this Agreement,
                  the Administrative Agent shall advise the Borrower of the
                  Adjusted Appraised Value of the Combined Lake Raystown
                  Property."

         8.       Section 3.5 of the Loan Agreement is hereby amended by
                  deleting the introductory paragraph thereof and replacing same
                  with the following:

                  "3.5 Additional Borrowing Base Property. From time to time
                  during the term of this Agreement following Borrower's written
                  request ("Additional Collateral Request"), compliance with the
                  provisions of this Section 3.5, and compliance with the
                  requirements for inclusion as a Borrowing Base Property, as
                  set forth in the definition thereof, the Lenders shall
                  authorize the Administrative Agent to accept one or more
                  Individual Properties as Borrowing Base Properties (as
                  identified by the Borrower in its written request) to be held
                  by the Administrative Agent as Collateral. The Lenders shall
                  agree to the acceptance of the Individual Property as an
                  additional Borrowing Base Property only upon the satisfaction
                  of the following conditions, in a manner reasonably acceptable
                  to the Administrative Agent and the Required Lenders:"





                                       -4-


         9.       Section 7.21 of the Loan Agreement is hereby deleted in its
                  entirety and shall be replaced with the following:

                           "7.21 Fixed Charge Ratio. The Fixed Charge Ratio as
                  determined as of (i) each Calculation Date on or prior to
                  December 31, 2005 shall be not less than 1.35:1, and (ii) each
                  Calculation Date following December 31, 2005 shall be not less
                  than 1.50:1. The Fixed Charge Ratio covenant shall be tested
                  by the Administrative Agent as of each Calculation Date with
                  results based upon the results for the most recent Calculation
                  Period, such calculation and results to be verified by the
                  Administrative Agent."

         10.      Section 7.24 of the Loan Agreement is hereby deleted in its
                  entirety and shall be replaced with the following:

                           "7.24 Variable Rate Debt. The aggregate Pro Rata
                  amount of the Debt (including the Loan) of the Consolidated
                  CSC Entities and the Unconsolidated CSC Entities which is
                  Variable Rate Indebtedness shall not exceed forty (40%)
                  percent of the Total Asset Value on or prior to December 31,
                  2005, provided, however, that commencing on January 1, 2006
                  and at all times thereafter, such amount shall not exceed
                  thirty (30%) percent of the Total Asset Value."

         11.      Section 8.4.2 of the Loan Agreement is hereby deleted in its
                  entirety.

         12.      Section 8.4.3 of the Loan Agreement 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 the construction loan facility on
                  the property located at 32nd Street and Trindle Road, Camp
                  Hill, Pennsylvania 17011) in an amount not to exceed
                  $50,000,000.00 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"

         13.      Section 15.1 of the Loan Agreement is hereby amended by
                  deleting the following text set forth on Page 67 of the Loan
                  Agreement:

                  "Fleet National Bank
                  100 Federal Street
                  Boston, Massachusetts 02110
                  Attention:  James L. Keough



                                       -5-


                  Mail Stop: MA DE 10008H
                  FAX Number: (617) 434-6384

                  And

                  Attention: Commercial Real Estate Loan Administration Manager"

                  and replacing the same with the following:

                  "Fleet National Bank
                  c/o Bank of America
                  231 South LaSalle Street, 10th Floor
                  Chicago, Illinois 60622
                  Attention:  Mark A. Mokelke
                  FAX Number:  (312) 828-3600"

         14.      The definition of the term "Adjusted Capitalized Value" is
                  hereby deleted in its entirety and shall be replaced with the
                  following:

                  "Adjusted Capitalized Value. With respect to any Borrowing
                  Base Property, (i) which is a Stabilized Asset, the most
                  recent fiscal quarter Adjusted Net Operating Income for such
                  Borrowing Base Property, annualized, capitalized at a nine
                  percent (9.00%) capitalization rate (which capitalization rate
                  may be adjusted once during the remaining term of the Loan at
                  the request of (i) the Required Lenders only upon the exercise
                  by the Borrower of its rights under Section 2.2.3 of this Loan
                  Agreement; provided, however, that any such adjustment by the
                  Required Lenders shall not result in the increase of the
                  capitalization rate by more than fifty (50) basis points, or
                  (ii) the Borrower, which such request of the Borrower shall be
                  subject to the prior written approval of the Required Lenders)
                  and (ii) which is a Non-Stabilized Asset, undepreciated Book
                  Value (as reported on the financial statements for the subject
                  Borrowing Base Property Owner)."

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





                                      -6-


                  Applicable Margin shall mean, as of November 2, 2004, for LIBO
                  Rate Loans the following:

- --------------------- ------------------ -----------------
       Level               Leverage         Applicable
                             Ratio          Margin for
                                            LIBO Rate
                                              Loans
- --------------------- ------------------ -----------------
         1                 Leverage         150 basis
                          Ratio<50%           points
- --------------------- ------------------ -----------------
         2                 Leverage          165 basis
                          Ratio=>50%           points
                            to <60%
- --------------------- ------------------ -----------------
         3                Leverage          185 basis
                         Ratio=>60%           points
                           to <65%
- --------------------- ------------------ -----------------
         4                 Leverage         205 basis
                          Ratio =>65%         points
- --------------------- ------------------ -----------------

                  and shall mean, as of November 2, 2004,  for Variable Rate
                  Loans the following:

- --------------------- ------------------ -----------------
       Level           Leverage Ratio       Applicable
                                            Margin for
                                          Variable Rate
                                              Loans
- --------------------- ------------------ -----------------
         1                 Leverage          0 basis
                          Ratio<50%          points
- --------------------- ------------------ -----------------
         2                 Leverage          50 basis
                          Ratio=>50%          points
                           to <60%
- --------------------- ------------------ -----------------
         3                  Leverage         75 basis
                           Ratio=>60%         points
                            to <65%
- --------------------- ------------------ -----------------
         4                 Leverage         100 basis
                         Ratio =>65%          points
- --------------------- ------------------ -----------------

                  The Applicable Margin shall remain in effect until the
                  Administrative Agent has provided the Borrower with written
                  notice (in the manner provided in the Loan Agreement) that the
                  Applicable Margin has been modified due to a change in the
                  Leverage Ratio as of any Calculation Date, with any such
                  change then being implemented retroactively to such
                  Calculation Date."

         16.      The definition of the term "Borrowing Base Property
                  Requirements" is hereby amended by deleting subsection (d)(xi)
                  thereof and replacing same with the following:




                                       -7-


                  "(xi) A current environmental Phase I Site Assessment
                  performed by a firm reasonably acceptable to the
                  Administrative Agent within six (6) months of submission to
                  the Administrative Agent, which indicates the property is free
                  from recognized hazardous materials or substances apparent
                  from the inspection, or affected by such environmental matters
                  as may be reasonably acceptable to the Administrative Agent
                  and each of the Lenders in their sole and absolute
                  discretion."

         17.      The definition of the term "Borrowing Base Value" is hereby
                  deleted in its entirety and shall be replaced with the
                  following:

                  "Borrowing Base Value shall mean, as of each Calculation Date,
                  (i) for each Borrowing Base Property which is a Stabilized
                  Asset, the greater of (x) the Adjusted Appraised Value of such
                  Borrowing Base Property, as determined by the most recent
                  Appraisal of such Borrowing Base Property, and (y) the
                  Adjusted Capitalized Value of such Borrowing Base Property,
                  and (ii) for each Borrowing Base Property which is a
                  Non-Stabilized Asset, the greater of (x) the Adjusted
                  Appraised Value of such Borrowing Base Property, as determined
                  by the most recent Appraisal of such Borrowing Base Property,
                  and (y) the Adjusted Capitalized Value of such Borrowing Base
                  Property. Notwithstanding the above, for purposes of
                  determining the Borrowing Base Value, the Borrowing Base Value
                  for any Borrowing Base Property as to which an Event of Loss
                  has occurred shall be equal the greater of (x) the Adjusted
                  Appraised Value of such Borrowing Base Property, as determined
                  by the most recent Appraisal of such Borrowing Base Property,
                  and (y) the Adjusted Capitalized Value of such Borrowing Base
                  Property for a period equal to the lesser of (i) twelve (12)
                  months from the occurrence of the Event of Loss, or (ii) the
                  determination that the subject Borrowing Base Property is not,
                  or ceases to be, a Restoration Property."

         18.      The definition of the term "FAD" is hereby deleted in its
                  entirety.

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

                  "Adjusted FFO shall mean, for CSC, net income (loss) (computed
                  in accordance with GAAP), excluding gains (or losses) from (i)
                  debt restructurings, (ii) sales of real property, and (iii)
                  extraordinary and/or nonrecurring items, plus real estate
                  related depreciation and amortization and after adjustments
                  for unconsolidated partnerships and joint ventures, as set
                  forth in more detail under the definitions and interpretations
                  thereof relative to funds from operations promulgated by the
                  National Association of Real Estate Investment Trusts or its
                  successor."

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





                                       -8-


                  "Line Percentage shall mean, on any given day, (a) .20 % per
                  annum when the balance on such day of the sum of (x) the
                  outstanding principal balance of the Loan and (y) the L/C
                  Exposure, is less than fifty percent (50%) of the Total
                  Commitments, and (b) .15% per annum when the balance on such
                  day of the sum of (x) the outstanding principal balance of the
                  Loan and (y) the L/C Exposure, is equal to or greater than
                  fifty percent (50%) of the Total Commitments."

         21.      The definition of the term "Permitted Distributions" is hereby
                  deleted in its entirety and shall be replaced with the
                  following

                  "Permitted Distributions shall mean (a) so long as no Event of
                  Default exists and is continuing, or would be created thereby,
                  any Distributions by the Borrower and CSC, (i) in any amount,
                  provided that such Distributions, to the extent not included
                  in the determination of Adjusted FFO, shall not exceed
                  ninety-five (95%) percent of Adjusted FFO for the just
                  completed calendar quarter (with the initial test to be for
                  the quarter ending December 31, 2005), (ii) concerning the
                  repurchase or redemption of stock of CSC or partnership
                  interests in the Borrower, or (iii) concerning the issuance of
                  operating partnership units or stock in return for equity
                  interests in connection with any Permitted Investment
                  (provided, any Distributions by the Borrower or CSC shall be
                  permitted as are necessary for CSC to maintain REIT status, if
                  such Distributions are greater than the amounts set forth in
                  subclause (a)(i), above), or (b) at any time after and during
                  the continuance of any Event of Default, such Distributions as
                  are necessary for CSC to maintain REIT status (measured on a
                  quarterly basis), all of the foregoing tested by the
                  Administrative Agent on each Calculation Date with results
                  based upon the results for the most recent Calculation Period,
                  such calculation and results to be as verified by the
                  Administrative Agent."

         22.      The definition of the term "Total Asset Value" is hereby
                  amended by replacing all references to the amount of "9.25%"
                  with references to the amount of "9.00% (which capitalization
                  rate may be adjusted once during the remaining term of the
                  Loan at the request of (i) the Required Lenders only upon the
                  exercise by the Borrower of its rights under Section 2.2.3 of
                  this Loan Agreement; provided, however, that any such
                  adjustment by the Required Lenders shall not result in the
                  increase of the capitalization rate by more than fifty (50)
                  basis points, or (ii) the Borrower, which such request of the
                  Borrower shall be subject to the prior written approval of the
                  Required Lenders)".

         23.      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 A.

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





                                       -9-


         25.      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 Second
                  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 Second Amendment.

         26.      Any determination that any provision of this Second 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 Second Amendment.

         27.      This Second 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 Second 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.

         28.      The Loan Agreement, as amended by this Second 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.

         29.      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.

             [The balance of this page is intentionally left blank]




                                      -10-



         IN WITNESS WHEREOF, this Second Amendment has been executed as a sealed
instrument as of the date first set forth above.

                            BORROWER:

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

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


                                   By:    /s/ BRENDA J. WALKER
                                          --------------------
                                   Name:  Brenda J. Walker
                                          ----------------
                                   Title: Vice President
                                          --------------

                            ADMINISTRATIVE AGENT:

                            FLEET NATIONAL BANK


                            By:    /s/ MICHAEL EDWARDS
                                   -------------------
                            Name:  Michael Edwards
                                   ---------------
                            Title: Managing Director
                                   -----------------

                            LENDERS:

                            FLEET NATIONAL BANK


                            By:    /s/ MICHAEL EDWARDS
                                   -------------------
                            Name:  Michael Edwards
                                   ---------------
                            Title: Managing Director
                                   -----------------

                            COMMERZBANK AG NEW YORK BRANCH


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

                            By:    /s/ DOUGLAS TRAYNOR
                                   -------------------
                            Name:  Douglas Traynor
                                   ---------------
                            Title: Senior Vice President
                                   ---------------------

                                      -11-






                            PB CAPITAL CORPORATION


                            By:    /s/ PERRY FORMAN     /s/ DARYLE S. AGUAM
                                   ----------------------------------------
                            Name:  Perry Forman         Daryle S. Aguam
                                   ------------------------------------
                            Title: Vice President       Assistant Vice President
                                   ---------------------------------------------

                            MANUFACTURERS AND TRADERS TRUST COMPANY


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

                            SOVEREIGN BANK


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

                            RAYMOND JAMES BANK, FSB


                            By:    /s/ STEVEN PALEY
                                   ----------------
                            Name:  Steven Paley
                                   ------------
                            Title: Vice President
                                   --------------

                            CITIZENS BANK


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

                                      -12-








                                    EXHIBIT A

                          EXHIBIT B-1 TO LOAN AGREEMENT
                          -----------------------------

                    REQUISITION AND AVAILABILITY CERTIFICATE
                    ----------------------------------------


TO:  Fleet National Bank ("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________________






                                      EB-1



         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.


- --------------------------------------------------------------------------------------------------------------------
               COVENANT                             REQUIREMENT                              ACTUAL
- --------------------------------------------------------------------------------------------------------------------
                                                                               
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
- --------------------------------------------------------------------------------------------------------------------





                                      EB-2

                                                                              
- --------------------------------------------------------------------------------------------------------------------
Occupancy Ratio for Borrowing          Not less than 85% for the
Base Properties                        aggregate of all Borrowing
                                       Base Properties, and not less
                                       than 80% for each individual
                                       Borrowing Base Property
- --------------------------------------------------------------------------------------------------------------------
Aggregate Pro Rata amount of           Prior to, and including,
the Variable Rate Indebtedness         December 31, 2005: Less than
of the Consolidated CSC                40% of the Total Asset Value
Entities and the Unconsolidated        Commencing January 1, 2006:
CSC Entities                           Less than 30% of the Total
                                       Asset Value
- --------------------------------------------------------------------------------------------------------------------


         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.

         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: ______________________






                                      EB-3


                            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                                    $_________













                                      EB-4




                            AVAILABILITY CALCULATION
                            ------------------------


         a.   Aggregate Borrowing Base Value*   $__________
              (calculated below)
              Multiplied by 65%                         $__________

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



















                                      EB-5


                        *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 9.00%                                 $_________

(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)















                                      EB-6




        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 65%                          $_________





















                                      EB-7


                         Implied Loan Amount Calculation
                         -------------------------------


Principal amount which generates Implied Debt Service Coverage Ratio of 1.60 to
1.00, calculated in accordance with the worksheet which is to be annexed hereto.





































                                      EB-8






                                    EXHIBIT B

                           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"), Fleet National Bank, 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:
________________________________________________________________________________
________________________________________________________________________________





                                      EG-1




         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:   _____________________________




















                                      EG-2




                                         SCHEDULE 1 TO COMPLIANCE CERTIFICATE

- --------------------------------------------------------------------------------------------------------------------
               COVENANT                             REQUIREMENT                              ACTUAL
- --------------------------------------------------------------------------------------------------------------------
                                                                            
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          Not less than 85% for the
Base Properties                        aggregate of all Borrowing
                                       Base Properties, and not less
                                       than 80% for each individual
                                       Borrowing Base Property
- --------------------------------------------------------------------------------------------------------------------
Aggregate Pro Rata amount of           Prior to, and including,
the Variable Rate Indebtedness         December 31, 2005: Less than
of the Consolidated CSC                40% of the Total Asset Value
Entities and the Unconsolidated        Commencing January 1, 2006:
CSC Entities                           Less than 30% of the Total
                                       Asset Value
- --------------------------------------------------------------------------------------------------------------------













                                      EG-3

EX-99

                          CEDAR SHOPPING CENTERS, INC.
                             44 SOUTH BAYLES AVENUE
                         PORT WASHINGTON, NEW YORK 11050

                                                     CONTACT: LEO S. ULLMAN
                                                              PRESIDENT
                                                              (516) 767-6492

FOR IMMEDIATE RELEASE:
- ----------------------


             CEDAR SHOPPING CENTERS, INC. - ANNOUNCES EXTENSION AND
             ------------------------------------------------------
                 MODIFIED TERMS FOR ITS SECURED CREDIT FACILITY
                 ----------------------------------------------

Port Washington, New York - November 3, 2004 - Cedar Shopping Centers, Inc.,
(NYSE: "CDR") (the "Company"), today announced that it had reached agreement
with Bank of America, lead arranger for an existing credit facility to the in
the amount of $100 million, to amend the terms of that facility to include the
following:

     o   The interest rate margin will be reduced by 75 basis points, from a
         range of 225 to 275 basis points, to a range of 150 to 205 basis points
         above LIBOR, depending on the Company's leverage ratio.
     o   The credit facility has also been amended to introduce an accordion
         feature pursuant to which the credit facility may be increased to $200
         million.
     o   Certain covenants of the credit facility have been amended to
         accommodate the Company's development properties and to provide
         additional flexibility.
     o   The maturity date of the credit facility is January 2007, subject to a
         one-year extension option.

The Company has borrowed approximately $60.6 million from the credit facility as
of the date hereof.

In addition to Bank of America as lead arranger, other members of the banking
group for the syndicated facility include Fleet National Bank, Commerzbank AG
New York, PB Capital Corporation, Manufacturers and Traders Trust Company,
Sovereign Bank, Raymond James Bank, FSB and Citizens Bank.

Tom O'Keeffe, the Company's Chief Financial Officer, in a statement released
today stated "Our recent preferred stock offering, which provided nearly $60
million of new equity, permitted us to approach our lenders for more favorable
terms."

Leo Ullman, CEO of the Company, stated "Based on our recent additional equity
raise, and the restructured credit facility, we now have substantial capital
available to complete our redevelopment plan and to continue to seek attractive
and accretive acquisitions."

Cedar Shopping Centers, Inc. is a self-managed real estate investment trust
which owns and operates 29 primarily supermarket-anchored shopping centers with
approximately 4.5 million square feet of gross leasable area located in
Pennsylvania, New Jersey, Maryland, Massachusetts and Connecticut.

Forward-Looking Statements
- --------------------------

Certain statements contained in this Press Release constitute forward-looking
statements within the meaning of the securities laws. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of the Company
to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include,
among others, the following: general and specific economic and business
conditions, which will, among other things, affect demand for rental space, the
availability and creditworthiness of prospective tenants, lease rents and the
availability of financing; adverse changes in the Company's real estate markets,
including, among other things, competition with other companies; risks of real
estate development and acquisition; risks of adverse operating results and
creditworthiness of current tenants; governmental actions and initiatives; and
environmental/safety requirements. Such forward-looking statements speak only as
of the date hereof. The Company does not intend, and disclaims any duty or
obligation, to update or revise any forward-looking statements set forth in this
release to reflect any change in expectations, change in information, new
information, future events or circumstances on which such information was based.