<SEQUENCE>30

<FILENAME>ex10-09a.txt

<DESCRIPTION>EX10-09A.TXT

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                           RECAPITALIZATION AGREEMENT



        AGREEMENT (this "Agreement") made as of this 2nd day of October, 2003 by

and among DELAWARE 1851 ASSOCIATES, LP, a Pennsylvania limited partnership (the

"Partnership"), INDENTURE OF TRUST OF BART BLATSTEIN DATED AS OF JUNE 9, 1998, a

Pennsylvania trust ("1998 Trust"), IRREVOCABLE INDENTURE OF TRUST OF BARTON

BLATSTEIN DATED JULY 13, 1999, a Pennsylvania trust ("1999 Trust"; and together

with 1998 Trust, "Original LPs"), WELSH-SQUARE, INC., a Pennsylvania corporation

("Original GP"; Original LPs and Original GP are sometimes collectively referred

to herein as the "Owners", or each individually, an "Owner") and CSC-COLUMBUS

LLC ("Cedar").



                               W I T N E S S E T H



        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 (as so amended, the "Partnership Agreement");

Original GP is the general partner and Original LPs are limited partners in the

Partnership which owns the Property (as hereinafter defined);



        WHEREAS, the Owners desire to recapitalize their interests in and to the

Partnership; and



        WHEREAS, Cedar desires that the Partnership issue to Cedar interests in

and to the Partnership in exchange for the payments by Cedar (in the form of

capital contributions and loans, as more particularly set forth herein) of an

initial funding amount as determined and governed by the terms and provisions of

this Agreement (such recapitalization and issuance being herein referred to as

the "Recapitalization").



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

covenants and agreements herein contained, the parties hereto covenant and agree

as follows:



                                   ARTICLE I

                              Issuance of Interests



        1.1     Interests. The Owners hereby agree to cause the Partnership to

recapitalize the existing Partnership interests of the Owners and to issue

interests in and to the Partnership to Cedar (and to an affiliate of Cedar) so

that said recapitalization and issuance will result in:



                A.      Said affiliate of Cedar becoming the general partner of

the Partnership, owning one percent (1%) of the common interests in and to the

Partnership ("Cedar GP Interests");



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                B.      Cedar becoming a limited partner of the Partnership,

owning ninety-nine percent (99%) of the common interests in and to the

Partnership ("Cedar LP Interests" and, together with Cedar GP Interests, the

"Interests"); and



                C.      All of the Owners' interests in the Partnership being

recapitalized into a preferred interest (the "Preferred Interest").



        1.2     Permitted Exceptions. Upon the issuance of the Interests, the

Property shall be subject only to those matters set forth on EXHIBIT A annexed

hereto (collectively, the "Permitted Exceptions").



        1.3     Other Agreement.



        The parties acknowledge that, pursuant to the terms of that certain

Contribution Agreement (the "Other Agreement"), among Firehouse Realty Corp.

("Firehouse"), Reed Development Associates, Inc. ("Reed"), South River View

Plaza, Inc. ("South"), Riverview Development Corp. ("Development"), Riverview

Commons, Inc. ("Commons"; and together with Firehouse, Reed, South and

Development, the "Other Agreement Owners"), and CSC-Riverview LLC (the "Other

Agreement Buyer"), the Other Agreement Owners have agreed to consummate the

transaction more particularly described in the Other Agreement (the closing of

such other transaction, the "Other Agreement Closing"). Notwithstanding anything

to the contrary contained herein or in the Other Agreement, the Closing under

this Agreement is specifically contingent, as set forth in Sections 7.2.1(H) and

7.2.2(C) hereof, upon the Other Agreement Closing (which shall include, without

limitation, the making of the loan contemplated by the Other Agreement (the

"Other Agreement Owners Loan")). It is expressly understood and agreed that the

Closing and the Other Agreement Closing shall occur simultaneously and that, if

the Other Agreement is terminated in accordance with its terms, then this

Agreement shall similarly terminate and, in connection with any such

termination, if (i) the Other Agreement Owners are entitled to the downpayment

under the Other Agreement in connection with such termination, then, in such

case, the Owners shall be entitled to the Downpayment in connection with such a

termination under this Agreement, and (ii) the Other Agreement Buyer is entitled

to a refund of the downpayment under the Other Agreement in connection with such

termination, then, in such case, Cedar shall be entitled to a refund of the

Downpayment. A default by the Other Agreement Owners under the Other Agreement

shall be deemed to be a default by Owners under this Agreement and a default by

the Other Agreement Buyer under the Other Agreement shall be deemed to be a

default by Cedar under this Agreement.



                                   ARTICLE II

                             Initial Funding Amount



        2.1     Initial Funding Amount. In consideration for the issuance of the

Interests to Cedar, Cedar shall (i) loan to Owners an amount equal to Six

Million Three Hundred Sixty Seven Thousand ($6,367,000) Dollars (the "Owners

Loan"), on a nonrecourse basis, secured by the Preferred Interest, and (ii)

contribute to the Partnership an initial capital amount equal to the sum of all

legal fees, title insurance premiums and other closing costs to be paid by Cedar

in connection with the Closing (as hereinafter defined), as the same may be

adjusted pursuant to the



                                       -2-

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terms of this Agreement (the "Initial Capital Amount"). The Owners Loan and the

Initial Capital Amount are sometimes collectively referred to herein as the

"Initial Funding Amount".



        2.2     Method of Payment. The Initial Funding Amount shall be disbursed

as follows: (a) simultaneously with the execution and delivery of this

Agreement, Five Hundred Thousand and 00/100 Dollars ($500,000.00) (the

"Downpayment") by wire transfer of immediately available federal funds to the

account of Escrow Agent (as hereinafter defined) in accordance with the wire

instructions set forth on EXHIBIT B annexed hereto to be held in escrow pursuant

to the provisions of Article IX hereof; and (b) at the closing of the

transactions contemplated hereby (the "Closing"), the balance of the Owners Loan

in the sum of Five Million Eight Hundred Sixty Seven Thousand ($5,867,000)

Dollars, subject to a credit to Cedar for the interest earned on the Downpayment

and subject to other apportionments and other adjustments required to be made

pursuant to this Agreement (the "Balance of the Initial Funding Amount") by wire

transfer of immediately available federal funds to the bank account designated

in writing by the Owners prior to the Closing. Except as otherwise expressly

provided in this Agreement, the Downpayment is fully non-refundable.



        2.3     Downpayment. The party or parties hereunder that shall be

entitled to receive the Downpayment shall receive all interest that shall have

accrued thereon; provided, however, that if the Closing shall occur, the amount

of any interest earned on the Downpayment shall be credited in favor of Cedar

against the Balance of the Initial Funding Amount. The Downpayment, together

with all interest thereon, shall be held by Escrow Agent in accordance with

Article IX hereof.



                                   ARTICLE III

                                   Disclaimer



        3.1     Disclaimer of Warranties. Cedar is acquiring the Interests with

the Property being "AS IS" with all faults and defects. Except as specifically

stated in this Agreement, the Owners hereby specifically disclaim any

representation or warranty, oral or written, including, but not limited to,

those concerning (i) the nature and condition of the Property, (ii) the manner,

construction, condition and state of repair or lack of repair of any

improvements located on the Property, (iii) the compliance of the Property or

its operation with any laws, rules, ordinances, or regulations of any government

or other body, it being specifically understood that Cedar has had the full

opportunity to determine for itself the condition of the Property, and (iv) the

income and expenses of the Property. The issuance of the Interests as provided

for herein is made with the understanding that Cedar has inspected the Property,

is aware of the condition thereof, and has apprised itself of all information

with respect to the Property and that, except as otherwise provided herein, the

issuance is made with the Property in an "as is" condition. Cedar expressly

acknowledges that in consideration of the agreements of the Owners herein,

except as otherwise specified herein, THE OWNERS MAKE NO WARRANTY OR

REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY DECLARATION OF LAW, INCLUDING,

BUT IN NO WAY LIMITED TO, ANY WARRANTY OF QUANTITY, QUALITY, CONDITION,

HABITABILITY, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE

OF THE PROPERTY, THE INTERESTS, ANY IMPROVEMENTS, THE PERSONALTY OR SOIL

CONDITIONS. The Owners are not liable



                                       -3-

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or bound in any manner by expressed or implied warranties, guarantees, promises,

statements, representations or information pertaining to the Interests or the

Property made or furnished by any real estate broker, agent, employee, servant

or other Person (as hereinafter defined) representing or purporting to represent

the Owners unless such representations are expressly and specifically set forth

herein. For purposes of this Agreement, the term "Person" shall mean any

individual, partnership, corporation, limited liability company, trust or other

entity.



                                   ARTICLE IV

                    The Owners' Representations and Covenants



        4.1     The Owners jointly and severally represent as follows:



                A.      Original GP is a corporation duly organized and validly

existing under and by virtue of the laws of the Commonwealth of Pennsylvania and

is in good standing in the Commonwealth of Pennsylvania. Original GP has all

requisite power and authority to execute, deliver and perform this Agreement and

to consummate the transactions contemplated hereby. Annexed hereto as EXHIBIT C

is a true, correct and complete copy of the Certificate of Incorporation of

Original GP, which Certificate of Incorporation has not been amended or

modified, except as set forth on EXHIBIT C. True, correct and complete copies of

all minute books, stock books and stock transfer records of Original GP have

been delivered to Cedar. The sole asset of Original GP is Original GP's

partnership interest in the Partnership.



                B.      1998 Trust is a trust validly existing under and by

virtue of the laws of the Commonwealth of Pennsylvania. 1998 Trust has all

requisite power and authority to execute, deliver and perform this Agreement and

to consummate the transactions contemplated hereby. Annexed hereto as EXHIBIT D

is a true, correct and complete copy of the Indenture of Trust of 1998 Trust,

which Indenture of Trust has not been amended or modified. The trustees

presently serving are Jil Blatstein, Brian K. Friedman and Joseph W. Seidle. Jil

Blatstein, Brian K. Friedman and Joseph W. Seidle are duly authorized to execute

and deliver this Agreement on behalf of 1998 Trust.



                C.      1999 Trust is a trust validly existing under and by

virtue of the laws of the Commonwealth of Pennsylvania. 1999 Trust has all

requisite power and authority to execute, deliver and perform this Agreement and

to consummate the transactions contemplated hereby. Annexed hereto as EXHIBIT E

is a true, correct and complete copy of the Irrevocable Indenture of Trust of

1999 Trust, which Irrevocable Indenture of Trust has not been amended or

modified. The trustees presently serving are Brian K. Friedman and Joseph W.

Seidle. Brian K. Friedman and Joseph W. Seidle are duly authorized to execute

and deliver this Agreement on behalf of 1999 Trust.



                D.      The Partnership has been and continues to be treated as

a "partnership" for all federal, state and local income tax purposes.



                E.      The Partnership is the owner in fee of certain real

property located at 1851 South Christopher Columbus Boulevard, Philadelphia,

Pennsylvania 19148 (also known as Columbus Crossing Shopping Center) together

with all improvements located thereon (the "Fee Property"), more particularly

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