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Exhibit 3.3.d
AMENDMENT NO. 3
TO
AGREEMENT OF LIMITED PARTNERSHIP
OF
CEDAR SHOPPING CENTERS PARTNERSHIP, L.P.
This Amendment No. 3 to
Agreement of Limited Partnership (the "Partnership Agreement") of
Cedar Shopping Centers Partnership, L.P. (this "Amendment") is
entered into as of March 30, 2005, by and among Cedar Shopping
Centers, Inc. (the "General Partner") and the limited partners
signatory hereto. All capitalized terms used herein shall have the
meanings given to them in the Partnership Agreement.
WHEREAS, Section 4.5 of the
Partnership Agreement authorizes the General Partner to cause the
Partnership to issue additional Partnership Units in one or more
classes or series, with such designations, preferences and
relative, participating, optional or other special rights, powers
and duties as shall be determined by the General Partner, subject
to the provisions of such Section; and
WHEREAS, the General Partner
established a new class of Partnership Units, designated the 8
7 /
8 % Series A Cumulative
Redeemable Preferred Partnership Units (the "Series A
Preferred Partnership Units") and issued 2,350,000 Series A
Preferred Partnership Units to the General Partner; and
WHEREAS, the General Partner
desires to amend the Partnership Agreement (i) to increase the
number of designated Series A Preferred Partnership Units to
3,550,000 and (ii) to issue an additional 1,200,000
Series A Preferred Partnership Units (the "Additional
Series A Preferred Partnership Units") to the General
Partner.
NOW THEREFORE, in consideration of
the mutual covenants herein contained, and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged,
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