AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DELAWARE 1851 ASSOCIATES, LP, A PENNSYLVANIA LIMITED PARTNERSHIP

Limited Partnership Agreement

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Title: AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DELAWARE 1851 ASSOCIATES, LP, A PENNSYLVANIA LIMITED PARTNERSHIP
Governing Law: Pennsylvania Date: 3/15/2005
Industry: Real Estate Operations Law Firm: Stroock & Stroock & Lavan LLP

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DELAWARE 1851 ASSOCIATES, LP, A PENNSYLVANIA LIMITED PARTNERSHIP, Parties: cedar shopping centers in , delaware 1851 associates lp

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AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

DELAWARE 1851 ASSOCIATES, LP,

A PENNSYLVANIA LIMITED PARTNERSHIP

DATED: AS OF DECEMBER 9TH, 2003

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TABLE OF CONTENTS

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PAGE NO.

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ARTICLE 1

FORMATION AND OFFICES

Section 1.1 Continuation....................................................................................2

Section 1.2 Name............................................................................................2

Section 1.3 Purposes........................................................................................2

Section 1.4 Powers..........................................................................................3

Section 1.5 Term............................................................................................3

Section 1.6 Principal Office................................................................................3

Section 1.7 Agent for Service of Process....................................................................3

Section 1.8 Additional Covenants............................................................................3

ARTICLE 2

DEFINITIONS

Section 2.1 Definitions.....................................................................................3

ARTICLE 3

CAPITAL CONTRIBUTIONS

Section 3.1 Capital Contributions..........................................................................12

Section 3.2 Redemption of the Preferred Interests..........................................................13

Section 3.3 Common Percentage Interests of Partners........................................................14

Section 3.4 Limitation on Liability of Limited Partners....................................................14

Section 3.5 No Withdrawal of Capital Contributions.........................................................15

Section 3.6 Return of Capital Contributions................................................................15

Section 3.7 Intentionally Omitted..........................................................................15

Section 3.8 Termination of Affiliate Loans.................................................................15

Section 3.9 Intentionally Omitted..........................................................................15

Section 3.10 Sums Paid Under Guarantees or Indemnities......................................................15

ARTICLE 4

ALLOCATIONS OF PROFITS AND LOSSES

Section 4.1 Allocation of Profits..........................................................................15

Section 4.2 Allocation of Losses...........................................................................16

Section 4.3 Allocations to Reflect Priority Returns........................................................16

Section 4.4 Special Allocations............................................................................16

Section 4.5 Other Allocations..............................................................................17

Section 4.6 Tax Allocations: Code Section 704(c)...........................................................18

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ARTICLE 5

CASH DISTRIBUTIONS

Section 5.1 Distribution of Available Net Cash Flow........................................................19

Section 5.2 Distribution of Capital Event Proceeds.........................................................19

Section 5.3 Excess Reserves................................................................................20

Section 5.4 Restrictions on Distributions..................................................................20

Section 5.5 Pre-Closing Claims.............................................................................20

Section 5.6 Transfer Taxes.................................................................................21

ARTICLE 6

RIGHTS, OBLIGATIONS AND POWERS OF THE MEMBERS

Section 6.1 Management by Cedar GP; Duties and Powers of the Partners......................................21

Section 6.2 Restrictions on Powers of the Cedar GP.........................................................22

Section 6.3 Refinancing....................................................................................23

Section 6.4 Exculpation....................................................................................23

Section 6.5 Employment of Agents, Affiliate Transactions...................................................23

Section 6.6 Compensation of Partner........................................................................24

Section 6.7 Other Activities...............................................................................24

ARTICLE 7

TRANSFERABILITY OF MEMBERS' INTERESTS

Section 7.1 Prohibited Transfers of Preferred Holders......................................................24

Section 7.2 Certain Transfers Prohibited...................................................................25

Section 7.3 Admission of a Substituted Partner.............................................................25

Section 7.4 Withdrawal of a Partner........................................................................25

ARTICLE 8

DISSOLUTION AND LIQUIDATION OF THE COMPANY

Section 8.1 Events Causing Dissolution.....................................................................26

Section 8.2 Liquidating Trustee............................................................................26

Section 8.3 Liquidation....................................................................................26

Section 8.4 Termination....................................................................................27

ARTICLE 9

BOOKS AND RECORDS, ACCOUNTING, REPORTS, TAX ELECTIONS

Section 9.1 Books of Account; Records......................................................................27

Section 9.2 Annual Financial Reports.......................................................................27

Section 9.3 Tax Returns and Advances.......................................................................28

Section 9.4 Tax Elections..................................................................................28

Section 9.5 Bank Accounts..................................................................................28

Section 9.6 Partnership Expenses...........................................................................29

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ARTICLE 10

MISCELLANEOUS PROVISIONS

Section 10.1 Notices........................................................................................29

Section 10.2 Signatures; Amendments.........................................................................30

Section 10.3 Binding Provisions.............................................................................30

Section 10.4 Applicable Law.................................................................................30

Section 10.5 Waiver of Trial by Jury........................................................................30

Section 10.6 Counterparts...................................................................................30

Section 10.7 Separability of Provisions.....................................................................30

Section 10.8 Captions.......................................................................................30

Section 10.9 Partnership Property; No Partition.............................................................30

Section 10.10 No Benefit to Third Parties....................................................................31

Section 10.11 Pronouns.......................................................................................31

Section 10.12 Restatement....................................................................................31

Exhibit A Land

Exhibit B SPE Provisions

Exhibit 6.4(c) Property Management Agreement

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AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

DELAWARE 1851 ASSOCIATES, LP,

A PENNSYLVANIA LIMITED PARTNERSHIP

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (as the same

may be amended from time to time, this "Agreement") OF DELAWARE 1851 ASSOCIATES,

LP, A PENNSYLVANIA LIMITED PARTNERSHIP (the "Partnership") is made and entered

into as of the ___ day of December, 2003, by and among Cedar-Columbus LLC, a

Delaware limited liability company ("Cedar GP"), CSC-Columbus LLC, a Delaware

limited liability company ("Cedar LP"), Welsh-Square, Inc., a Pennsylvania

corporation ("WSI"), Indenture of Trust of Bart Blatstein dated as of June 9,

1998, a Pennsylvania trust ("1998 Trust") and Irrevocable Indenture of Trust of

Barton Blatstein dated July 13, 1999, a Pennsylvania trust ("1999 Trust"; 1998

Trust and 1999 Trust are sometimes collectively referred to herein as "Original

LPs"; WSI and Original LPs are sometimes collectively referred to herein as the

"Preferred Holders").

W I T N E S S E T H

WHEREAS, the Partnership was formed as a limited partnership pursuant to

the Pennsylvania Revised Uniform Limited Partnership Act (as it may be amended

from time to time, or any successor statute, the "Act") by the filing of the

Certificate of Limited Partnership of the Partnership with the Pennsylvania

Secretary of State on April 23, 1999 (as the same has been and may hereafter be

amended from time to time, the "Certificate");

WHEREAS, pursuant to that certain Limited Partners Agreement of the

Partnership, dated April 21, 1999, by and between Original GP and The Blatstein

Family Trust II; as amended and corrected by that certain Amendment to Limited

Partners Agreement of the Partnership dated as of December 19, 2000 and that

certain Limited Partners Agreement of the Partnership executed on December 19,

2000 to be effective as of April 21, 1999; as further amended by that certain

Assignment, Assumption and Modification Agreement dated as of December 19, 2000;

and as further amended by that certain Amendment to Limited Partnership of the

Partnership, dated June 24, 2002 (collectively, the "Original Partnership

Agreement"), Original GP was the general partner and Original LPs were limited

partners in the Partnership;

WHEREAS, the Partnership is the owner of certain real property commonly

known as Columbus Crossing Shopping Center and located at 1851 South Christopher

Columbus Boulevard in the City and County of Philadelphia and Commonwealth of

Pennsylvania, as more particularly described on Exhibit A attached hereto (the

"Land"), together with all buildings, improvements, fixtures, equipment and

personal property now or hereafter situated on the Land, together with the

fixtures, equipment and personal property attached or appurtenant to the Land

and such buildings (collectively, the "Property");

WHEREAS, Preferred Holders and Cedar LP are parties to the Recap

Agreement (as that term is hereinafter defined);

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WHEREAS, contemporaneously with the execution of this Agreement,

Preferred Holders' interests in the Partnership are being recapitalized into the

Preferred Interests (as that term is hereinafter defined);

WHEREAS, contemporaneously with the execution of this Agreement, Cedar

GP and Cedar LP shall make the capital contributions more particularly set forth

herein, and, in consideration of the foregoing, Cedar GP shall become the

managing general partner of the Partnership and acquire 1 % of the common

interests of the Partnership and Cedar LP shall become a limited partner of the

Partnership and acquire 99% of the common interests of the Partnership; and

WHEREAS, the Preferred Holders desire to admit Cedar GP and Cedar LP as

Partners of the Partnership, and the parties hereto desire to set forth the

amended and restated agreement of the parties.

NOW, THEREFORE, in consideration of the premises and the mutual

agreements contained herein, the parties agree as follows:

ARTICLE 1

FORMATION AND OFFICES

Section 1.1 Continuation.

(a) The Partnership was formed as a limited partnership under the

provisions of the Act, and the parties hereto agree to continue the Partnership

under the Act on the terms and conditions set forth in this Agreement.

(b) The Partnership shall immediately, and from time to time

hereafter, as may be required by law, execute or cause to be executed all

amendments of the Certificate, and do all filing, recording and other acts as

may be appropriate under the Act and shall cause a copy of each such amendment

to be distributed to the Partners.

Section 1.2 Name. All Partnership business shall be conducted in the

name of the Partnership as set forth above or such other name as the Partners

may select from time to time and which is in compliance with all applicable

laws.

Section 1.3 Purposes.

(a) The Partnership's purpose shall be limited to owning, holding,

managing, operating, leasing, mortgaging, pledging, selling, assigning,

transferring and otherwise dealing with the Property. The Partnership shall

exercise all powers enumerated in the Act necessary or convenient to the

conduct, promotion or attainment of the business or purposes set forth herein.

(b) The Partnership shall not engage in any other business or

activity without the prior unanimous written consent of the Common Partners.

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Section 1.4 Powers. The Partnership shall have the power to do any

and all acts reasonably necessary, appropriate, proper, advisable, incidental or

convenient to or for the furtherance of the purposes and business described

herein and for the protection and benefit of the Partnership.

Section 1.5 Term. The Partnership commenced on the date of the

filing of the Certificate and shall continue in existence until December 31,

2053 or such earlier time as may be determined in accordance with the terms of

this Agreement.

Section 1.6 Principal Office. The principal office of the

Partnership shall be located at 1851 South Christopher Columbus Boulevard,

Philadelphia, Pennsylvania 19148 (it being agreed, however, that Preferred

Holders shall deliver to Cedar GP and Cedar LP, in accordance with Section 10.1

hereof and promptly after receipt of same, copies of all Notices related to the

Partnership or the Property that are received at their office), or at such other

place as Cedar GP may determine from time to time, and the Partnership shall

maintain records there as required by the Act.

Section 1.7 Agent for Service of Process. The Partnership shall

maintain a registered agent and office in the Commonwealth of Pennsylvania. The

name and address of the registered agent of the Partnership in the Commonwealth

of Pennsylvania upon whom process may be served, and the address of the

registered office of the Partnership in the Commonwealth of Pennsylvania, is c/o

Cedar Shopping Centers Partnership, L.P., 524 Camp Hill Mall, 32nd Street and

Trindle Road, Camp Hill, Pennsylvania 17011, Attn: T. Richey. At any time, the

Partnership may designate another registered agent and/or office.

Section 1.8 Additional Covenants. The Partnership shall comply with

the "separateness covenants" set forth on Exhibit B.

ARTICLE 2

DEFINITIONS

Section 2.1 Definitions. Defined terms used in this Agreement shall,

unless the context otherwise requires, have the following meanings:

"AAA" shall have the meaning set forth in Section 3.7(d) hereof.

"Acquisition Loan" shall have the meaning set forth in Section 3.2(c)

hereof.

"Act" shall have the meaning set forth in the recitals.

"Additional Capital Contribution" shall mean any Capital Contribution

made by a Partner, other than the Cedar Group Initial Capital.

"Adjusted Capital Account" shall mean, with respect to any Partner, the

balance, if any, in such Partner's Capital Account as of the end of the relevant

Fiscal Year, after giving effect to the following adjustments:

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(a) Credit to such Capital Account any amounts which such

Partner is obligated to restore pursuant to the terms of this Agreement or

is deemed to be obligated to restore pursuant to Treasury Regulations

Section 1.704-1(b)(2)(ii)(c) and the penultimate sentences of Treasury

Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5); and

(b) Debit to such Capital Account the items described in

paragraphs (4), (5) and (6) of Treasury Regulations Section

1.704-1(b)(2)(ii)(d).

The foregoing definition of Adjusted Capital Account is intended to comply

with the provisions of Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations

to the extent relevant thereto and shall be interpreted consistently therewith.

"Adjusted Preferred Interests" shall mean the Preferred Interests,

reduced by (i) the aggregate amount of distributions to Preferred Holders

pursuant to Section 5.2(b)(1) hereof and (ii) distributions and other adjustment

pursuant to Section 3.2 hereof.

"Adjustment Demand" shall have the meaning set forth in Section

5.5(b)(2).

"Affiliate" shall mean, when used with reference to a specified Person,

(i) any Person directly or indirectly controlling, controlled by (as manager or

otherwise), or under common control with the specified Person, (ii) a Person

owning or controlling, directly or indirectly, ten percent (10%) or more of the

outstanding voting securities of such specified Person, (iii) any person related

by blood or by marriage (including relatives by adoption) to such Person, the

estate of such Person and such Person's heirs and descendants, (iv) any officer

or director of such specified Person and (v) if such other Person is an officer

or director, any company for which such Person acts in such capacity.

"Agreement" shall mean this Agreement, as same may be amended from time

to time.

"Available Net Cash Flow" shall have the meaning set forth in Section

5.1 (a) hereof.

"Bankruptcy" or "Bankrupt" as to any Person shall mean the filing of a

petition for relief as to any such Person as debtor or bankrupt under the

Bankruptcy Code of 1978 or like provision of law (except if such petition is

filed by a Person other than the Person that is the debtor or bankrupt, such

filing is contested by the Person that is the debtor or bankrupt, and such

petition has been dismissed within one hundred twenty (120) days); insolvency of

such Person as finally determined by a court proceeding (except if such

adjudication is stayed or dismissed within one hundred twenty (120) days);

filing by such Person of a petition or application to accomplish the same or for

the appointment of a receiver or a trustee for such Person or a substantial part

of such Person's assets; or commencement of any proceedings relating to such

Person under any other reorganization, arrangement, insolvency, adjustment of

debt or liquidation law of any jurisdiction, whether now in existence or

hereafter in effect, either by such Person or by another, provided that if such

proceeding is commenced by another, such Person indicates such Person's approval

of such proceeding, consents thereto or acquiesces therein, or

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such proceeding is contested by such Person and has not been finally dismissed

within one hundred twenty (120) days.

"Business Day" shall mean any day other than a Saturday, Sunday or any

other day on which banks in New York or Pennsylvania are required or permitted

to be closed.

"Capital Account" shall mean, with respect to any Partner, the Capital

Account maintained for such Partner in accordance with the provisions of

Treasury Regulations Section 1.704-1(b)(2)(iv) and the following provisions:

(a) To each Partner's Capital Account there shall be credited such

Partner's Capital Contributions, such Partner's share of Profits, and any items

in the nature of income or gain that are specially allocated to such Partner

pursuant to Section 4.3 and Section 4.4 hereof, and the amount of any

Partnership liabilities that are assumed by such Partner (other than liabilities

that are secured by any Partnership property distributed to such Partner).

(b) To each Partner's Capital Account there shall be debited the

amount of cash and the Gross Asset Value of any Partnership property distributed

to such Partner pursuant to any provision of this Agreement (net of liabilities

secured by such distributed property that such Partner is considered to assume

or take subject to under Code Section 752), such Partner's share of Losses, and

any items in the nature of expenses or losses that are specially allocated to

such Partner pursuant to Section 4.3 and Section 4.4 hereof, and the amount of

any liabilities of such Partner that are assumed by the Partnership (other than

liabilities that are secured by any property contributed by such Partner to the

Partnership).

accordance with the terms of this Agreement, the transferee shall succeed to the

Capital Account of the transferor to the extent it relates to the transferred

interest. In the case of a sale or exchange of an interest in the Partnership at

a time when an election under Code Section 754 is in effect, the Capital Account

of the transferee Partner shall not be adjusted to reflect the adjustments to

the adjusted tax bases of Partnership property required under Code Sections 754

and 743, except as otherwise permitted by Treasury Regulations Section

1.704-1(b)(2)(iv)(m).

(d) In determining the amount of any liability for purposes of

clauses (a) and (b) of this definition of Capital Account, there shall be taken

into account Code Section 752(c) and the Treasury Regulations promulgated

thereunder, and any other applicable provisions of the Code and Regulations.

(e) In the event the Gross Asset Values of Partnership assets are

adjusted pursuant to clauses (b) and (d) of the definition of Gross Asset Value,

the Capital Accounts of all Partners shall be adjusted simultaneously to reflect

the manner in which unrealized income, gain, loss and deduction inherent in all

Partnership assets (that has not been previously reflected in the Capital

Accounts) would be allocated pursuant to Article 4 if there were a taxable

disposition of Partnership property at fair market value. Similarly, in the

event of a distribution of Partnership assets to a Partner (whether in

connection with a liquidation or otherwise), the Capital Accounts shall be

adjusted to reflect the manner in which unrealized income, gain, loss and

deduction inherent in such distributed assets (not previously reflected in

Capital Accounts) would be

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allocated pursuant to Article 4 if there were a taxable disposition of such

distributed assets at fair market value.

(f) The foregoing provisions and the other provisions of this

Agreement relating to the maintenance of Capital Accounts are intended to comply

with Treasury Regulations Sections 1.704-1(b) and 1.704-2, and shall be

interpreted and applied in a manner consistent with such Regulations. In the

event that Cedar GP shall determine that it is prudent to modify the manner in

which the Capital Accounts, or any debits or credits thereto, are computed in

order to comply with such Regulations or to reflect the intention of the parties

hereto, Cedar GP may make such modification, provided that it is not likely to

have a material effect on the amounts distributable to any Partner upon the

dissolution of the Partnership.

"Capital Contribution" shall mean, with respect to any Partner, the

amount of money and the initial Gross Asset Value of any property contributed or

deemed contributed by such Partner to the Partnership (net of any liabilities

secured by such property or to which such property is otherwise subject). Any

reference in this Agreement to the Capital Contribution of a Partner shall

include the Capital Contribution made by any predecessor of a Partner.

"Capital Event Proceeds" shall have the meaning set forth in Section

5.2(a) hereof.

"Cedar GP" shall have the meaning set forth in the preamble.

"Cedar Group" shall mean Cedar GP and Cedar LP and any party that shall

acquire all or any portion of the Partnership Interests that were originally

owned by Cedar GP and Cedar LP; provided, however, if Preferred Holders or a

member of the Preferred Group shall acquire the Partnership Interest of a member

of the Cedar Group, Preferred Holders or such member of the Preferred Group

shall not become a member of the Cedar Group.

"Cedar LP" shall have the meaning set forth in the preamble.

"Cedar Group Initial Capital" shall mean $______________, said amount

representing the sum of all legal fees, title insurance premiums and other

closing costs and adjustments paid by Cedar Group in connection with the

Closing, and any other amount deemed to be added to, and part of, the Cedar

Group Initial Capital pursuant to Section 3.2 hereof.

"Certificate" shall have the meaning set forth in the recitals.

"Closing" shall have the meaning set forth in the Recap Agreement.

"Code" shall mean the Internal Revenue Code of 1986, as amended, or any

corresponding provision or provisions of succeeding law.

"Common Partners" shall mean, collectively, Cedar GP, Cedar LP and any

Person or Persons who, at the time of reference thereto, has been admitted as a

successor Common Partner or as an additional Common Partner and, in the case of

any of the foregoing, has not

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withdrawn from the Partnership, in each such Person's capacity as a Common

Partner. "Common Partner" shall mean any one of the Common Partners.

"Common Percentage Interest" shall mean the percentage of ownership

interest in the Partnership of each Partner, excluding the Preferred Interests.

The initial Common Percentage Interests are set forth in Section 3.3 hereof.

"Delivering Party" shall have the meaning set forth in Section 3.7(d)

hereof.

"Depreciation" shall mean, for each Fiscal Year or other period, an

amount equal to the depreciation, amortization, or other cost recovery deduction

allowable with respect to an asset for such Fiscal Year or other period, except

that if the Gross Asset Value of an asset differs from its adjusted basis for

federal income tax purposes at the beginning of such Fiscal Year or other

period, Depreciation shall be an amount which bears the same ratio to such

beginning Gross Asset Value as the federal income tax depreciation,

amortization, or other cost recovery deduction for such Fiscal Year or other

period bears to such beginning adjusted tax basis.

"Dissolution Event" shall have the meaning set forth in Section 8.1

hereof.

"Distribution Sections" shall have the meaning set forth in Section

3.7(b) hereof.

"Entity" shall mean any general partnership, limited partnership,

limited liability company, corporation, joint venture, trust, business trust,

cooperative or association.

"Fiscal Year" shall mean the calendar year, except that the last Fiscal

Year of the Partnership shall end on the date on which the Partnership shall

terminate and commence on the January 1 immediately preceding such date of

termination.

"Governmental Entity" shall mean the United States, the Commonwealth of

Pennsylvania, any other state that shall have jurisdiction over the Partnership

and any Partner, any municipality, and political subdivision of any of the

foregoing, and any agency, authority, department, court, commission or other

legal entity of any of the foregoing.

"Gross Asset Value" shall mean, with respect to any asset, the asset's

adjusted basis for federal income tax purposes, except as follows:

(a) The initial Gross Asset Value of any asset contributed by a

Partner to the Partnership shall be the gross fair market value of such asset,

as determined by the Partners;

(b) The Gross Asset Values of all Partnership assets shall be

adjusted to equal their respective gross fair market values, as reasonably

determined by Cedar GP, as of the following times: (i) the acquisition of an

interest or an additional interest in the Partnership by any new or existing

Partner in exchange for more than a de minimis Capital Contribution; (ii) the

distribution by the Partnership to a Partner of more than a de minimis amount of

property or money as consideration for an interest in the Partnership; and (iii)

the liquidation of the Partnership within the meaning of Treasury Regulations

Section 1.704-1(b)(2)(ii)(g); provided, however, that adjustments pursuant to

clauses (i) and (ii) above shall be made only if Cedar GP

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shall reasonably determine that such adjustments are necessary or appropriate to

reflect the relative economic interests of the Partners;

Partner shall be adjusted to the gross fair market value of such asset on the

date of distribution, as determined under Section 5.4 hereof;

(d) The Gross Asset Values of Partnership assets shall be increased

(or decreased) to reflect any adjustments to the adjusted basis of such assets

pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent

that such adjustments are taken into account in determining Capital Accounts

pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m); provided,

however, that Gross Asset Values shall not be adjusted pursuant to this clause

(d) to the extent Cedar GP determines that an adjustment pursuant to clause (b)

hereof is necessary or appropriate in connection with a transaction that would

otherwise result in an adjustment pursuant to this clause (d); and

(e) If the Gross Asset Value of an asset has been determined or

adjusted pursuant to clauses (a), (b), or (d), such Gross Asset Value shall

thereafter be adjusted by the Depreciation taken into account with respect to

such asset for purposes of computing Profits and Losses.

"Group" shall mean the Preferred Group or the Cedar Group.

"Indirect Interest" shall mean an ownership interest (whether direct or

indirect) in a Partner (as opposed to a Partner's ownership interest in the

Partnership).

"Indirect Owner" shall mean a Person holding an Indirect Interest.

"Land" shall have the meaning set forth in the recitals.

"Lender" shall mean any unaffiliated lender that shall provide a loan to

the Partnership.

"Liquidating Trustee" shall have the meaning set forth in Section 8.2

hereof.

"Loan" shall mean any loan or loans made to the Partnership, evidenced

and/or contemplated by the Loan Documents.

"Loan Documents" shall mean the note(s), mortgage(s), loan agreement(s)

and other documents delivered by the Partnership or a Guarantor to a Lender in

connection with a Loan.

"Net Expenditures" shall mean the Partnership's total direct and

indirect expenditures incurred in connection with the transaction to purchase

the Redemption Property, including without limitation any down payments (until

such time as such payments are either refunded or applied), brokers fees,

transfer taxes, loan fees (to the extent not deducted from loan proceeds), legal

fees

<PAGE>

of the counsel designated by Preferred Holders and the reasonable legal fees of

the counsel designated by the Partnership to review the purchase transaction,

less any amounts funded by Preferred Holders and any proceeds from any

Acquisition Loans.

"Nonrecourse Deductions" shall have the meaning set forth in Treasury

Regulations Section 1.704-2(b)(1). The amount of Nonrecourse Deductions for a

Fiscal Year shall equal the excess, if any, of the net increase, if any, in the

amount of Partnership Minimum Gain during that Fiscal Year, over the aggregate

amount of any distributions during that Fiscal Year of proceeds of a Nonrecourse

Liability that are allocable to an increase in Partnership Minimum Gain,

determined according to the provisions of Treasury Regulations Section

1.704-2(c).

"Nonrecourse Liability" shall have the meaning set forth in Treasury

Regulations Section 1.704-2(b)(3).

"Notices" shall have the meaning set forth in Section 10.1 hereof.

"Operating Documents" shall mean all contracts and agreements of all

kinds entered into by or on behalf of the Partnership in connection with the

business purposes thereof.

"Original LPs" shall have the meaning set forth in the preamble.

"Original Partnership Agreement" shall have the meaning set forth in the

recitals.

"Outside Date" shall mean the tenth (10th) anniversary of the date of

this Agreement.

"Partner Nonrecourse Debt" has the meaning set forth in Treasury

Regulations Section 1.704-2(b)(4).

"Partner Nonrecourse Debt Minimum Gain" shall mean an amount, with

respect to each Partner Nonrecourse Debt, equal to the Partnership Minimum Gain

that would result if such Partner Nonrecourse Debt were treated as a Nonrecourse

Liability, determined in accordance with Treasury Regulations Section

1.704-2(i)(2) and (3).

"Partner Nonrecourse Deductions" shall have the meaning set forth in

Treasury Regulations Section 1.704-2(i)(2). For any Fiscal Year, the amount of

Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt equals

the excess, if any, of the net increase, if any, in the amount of the Partner

Nonrecourse Debt Minimum Gain over the aggregate amount of any distributions

during such Year to the Partner that bears the economic risk of loss for such

Partner Nonrecourse Debt to the extent such distributions are from proceeds of

such Partner Nonrecourse Debt and are allocable to an increase in Partner

Nonrecourse Debt Minimum Gain, determined according to the provisions of

Treasury Regulations Section 1.704-2(i)(2).

"Partners" shall mean, collectively, Cedar GP, Cedar LP, the Preferred

Holders, and any Person or Persons who, at the time of reference thereto, has

been admitted as a successor Partner or as an additional Partner and, in the

case of any of the foregoing, has not withdrawn

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from the Partnership, in each such Person's capacity as a Partner. "Partner"

shall mean any one of the Partners.

"Partnership" shall mean Delaware 1851 Associates, LP, a Pennsylvania

limited partnership, as the same may from time to time be constituted, and any

successor limited partnership.

"Partnership Accountants" shall mean such accountants that shall be

selected by Cedar GP to be the accountants for the Partnership.

"Partnership Interest" shall mean the entire ownership interest of a

Partner in the Partnership at any particular time, including the rights and

obligations of such Partner under this Agreement.

"Partnership Minimum Gain" shall have the meaning set forth in Treasury

Regulations Section 1.704-2(d).

"Person" shall mean any individual or Entity, and the heirs, executors,

administrators, legal representatives, successors and assigns of such Person

where the context so permits.

"Pre-Closing Claims" shall have the meaning set forth in Section 5.5(a)

hereof.

"Preferred Group" shall mean Preferred Holders and any party that shall

acquire all or any portion of the Partnership Interests that were originally

owned by Preferred Holders; provided, however, if Cedar GP, Cedar LP or a member

of the Cedar Group shall acquire the Partnership Interest of a member of the

Preferred Group, Cedar GP, Cedar LP or such member of the Cedar Group shall not

become a member of the Preferred Group.

"Preferred Holders" shall have the meaning set forth in the preamble.

"Preferred Interests" shall mean the preferred limited partnership

interests in the Partnership of the Preferred Holders in an amount equal to Six

Million Six Hundred Seventeen Thousand ($6,617,000) Dollars.

"Preferred Priority Return" shall mean an amount equal to 6.5% per

annum, cumulative, compounded annually (prorated for any partial year) of the

Adjusted Preferred Interests existing from time to time during the period to

which the Preferred Priority Return relates.

"Profits" and "Losses" shall mean, for each Fiscal Year or other period,

an amount equal to the Partnership's taxable income or loss for such Fiscal Year

or period (for this purpose, all items of income, gain, loss or deduction

required to be stated separately pursuant to Code Section 703(a)(1) shall be

included in taxable income or loss and each item of income, gain, expense,

deduction and loss shall be allocable to the Partners in accordance herewith),

with the following adjustments for purposes of adjusting Capital Accounts and

maintaining the same in accordance with Treasury Regulations Section

1.704-1(b)(2)(iv):

<PAGE>

(a) Any income of the Partnership that is exempt from federal income

tax (except for rental income accrued on the Partnership's financial statement

on a straight line basis for GAAP purposes) and not otherwise taken into account

in computing Profits or Losses pursuant to this definitional section shall be

added to such taxable income or loss;

(b) Any expenditures of the Partnership described in Code Section

705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to

Treasury Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into

account in computing Profits or Losses, shall be subtracted from such taxable

income or loss;

adjusted pursuant to subsections (b), (c) or (d) of the definition of "Gross

Asset Value", the amount of such adjustment shall be taken into account as gain

or loss from the disposition of such asset for purposes of computing Profits or

Losses;

(d) Gain or loss resulting from any disposition of Partnership

property with respect to which gain or loss is recognized for federal income tax

purposes shall be computed by reference to the Gross Asset Value of the property

disposed of, notwithstanding that the adjusted tax basis of such property

differs from its Gross Asset Value;

(e) In lieu of the depreciation, amortization and other cost

recovery deductions taken into account in computing such taxable income or loss,

there shall be taken into account Depreciation for such Fiscal Year or other

period, computed in accordance with the definition of Depreciation; and

(f) Notwithstanding any other provision of this definitional

section, any items which are specially allocated pursuant to Section 4.3 and

Section 4.4 hereof shall not be taken into account in computing Profits or

Losses.

"Property" shall have the meaning set forth in the recitals.

"Property Management Agreement" shall have the meaning set forth in

Section 6.5(c) hereof.

"Recap Agreement" shall mean that certain agreement, dated as of October

2, 2003, between the Partnership, Preferred Holders and Cedar LP, as amended by

that certain Amendment to Recapitalization Agreement, dated as of November 3,

2003, between the Partnership, Preferred Holders and Cedar LP, and that certain

Second Amendment to Recapitalization Agreement, dated as of December 9th, 2003,

between the Partnership, Preferred Holders and Cedar LP.

"Recapitalization" shall mean, collectively, (i) the admission of the

Cedar Group to the Partnership, and (ii) the recapitalization of Preferred

Holders' entire interest in the Partnership.

"Recipient Party" shall have the meaning set forth in Section 3.7(d)

hereof.

<PAGE>

"Redemption Price" shall mean an amount equal to the balance of the

Preferred Interests, including any accrued and unpaid Preferred Priority Return,

immediately prior to the redemption of the Preferred Interests, less any Net

Expenditures incurred by the Partnership not yet debited against the balance of

the Preferred Interests.

"Redemption Property" shall have the meaning set forth in Section 3.2(c)

hereof.

"Repayment Capital Contribution" shall have the meaning set forth in

Section 3.2(b) hereof.

"Reserves" shall mean amounts allocated to reserves maintained for

working capital or for contingencies of the Partnership.

"Sale" shall mean a sale or other disposition of all or any portion of

the Property (other than pursuant to an involuntary conversion, foreclosure or

deed in lieu of foreclosure given to an unrelated third party or a tax-free

exchange that would not result in the recognition of gain by the Preferred

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