a5463757ex10_f.htm


    Exhibit
      10 (f)

     

    THIRD
      AMENDMENT TO

    INDUSTRIAL
      LEASE AGREEMENT


     

    THIS
      THIRD AMENDMENT TO INDUSTRIAL LEASE AGREEMENT (this "Amendment") is
      made this 23rd day of July,
      2007, by and between L/S 26TH STREET SOUTH, LP, a Delaware
      limited partnership (Assignee of Liberty Property/Synterra Limited Partnership,
      a Pennsylvania limited partnership ("Liberty/Synterra")), as Landlord, and
      TASTY BAKING COMPANY, a Pennsylvania corporation, as
      Tenant.

     

    W
      I T N E
      S S E T H:

     

    WHEREAS,
      Liberty/Synterra and Tenant entered into that certain Industrial Lease Agreement
      dated May 8, 2007, as amended by that certain First Amendment to Industrial
      Lease Agreement dated June 7, 2007, and that Second Amendment to Industrial
      Lease Agreement dated June 29, 2007 (the "Second Amendment") (collectively,
      the
      "Lease") for an approximately 25 acre lot located within the Navy Yard,
      Philadelphia, Pennsylvania, as more particularly described in the
      Lease;

     

    WHEREAS,
      Liberty/Synterra assigned all of its right, title and interest in and to the
      Lease to L/S 26th Street South, LP, pursuant to that certain Assignment of
      Industrial Lease Agreement dated June 22, 2007, and L/S 26th Street South,
      LP is
      now the Landlord under the Lease;

     

    WHEREAS,
      pursuant to Section 30 of the Lease, Landlord and/or Tenant have the right
      to
      terminate the Lease if certain conditions are not satisfied or waived within
      the
      time periods specified therein; and

     

    WHEREAS,
      Landlord and Tenant now desire to modify certain conditions in the Lease, as
      more particularly set forth below.

     

    NOW,
      THEREFORE, in consideration of the covenants set forth herein and for
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, and intending to be legally bound, the parties hereby
      agree
      as follows:

     

    1.  The
      last
      grammatical sentence of Section 30(a) of the Lease is hereby deleted and
      restated in its entirety as follows:

     

      
"Accordingly,
      Landlord
      may terminate this Lease if the Agreement of Sale is not fully executed by
      PAID
      and Landlord on or before July 27, 2007."

     

    2.  The
      deadlines for the satisfaction of the conditions set forth in Section 30(e)(i)
      of the Lease (respecting PAID's receipt of an "Invitation to Apply" for not
      less
      than $4,000,000.00 in RACP grant funding for the Project or equivalent funding
      acceptable to Landlord), 30(e)(iii) of the Lease (respecting the delivery of
      memoranda from each of the State Caucuses for their respective portions of
      the
      RACP grant funding), Section 30(e)(vii) of the Lease (respecting PAID confirming
      that Landlord will not be required to construct certain rail improvements),
      Section 30(e)(viii) of the Lease (respecting the granting of certain easements
      from PAID to Landlord), and Section 30(e)(ix) of the Lease (respecting the
      satisfaction of certain conditions to Landlord's acquisition of the Land and
      the
      Brig Site) are hereby extended until July 27, 2007.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3.  The
      deadlines for the satisfaction of the conditions set forth in Section 30(c)
      (respecting Tenant's delivery of the Final LC to Landlord), Section 30(f)(i)
      of
      the Lease (respecting Tenant's receipt of a commitment letter from the
      Commonwealth for not less than $10,000,000.00 under the Commonwealth's Machinery
      and Equipment Loan Fund program), Section 30(f)(ii) of the Lease (respecting
      Tenant's receipt of a commitment from PIDC to provide not less than
      $12,000,000.00 in loan financing), Section 30(f)(iv) of the Lease (respecting
      Tenant, Tenant's lender, and PAID and/or PIDC having entered into an
      intercreditor agreement) and Section 30(g) of the Lease (respecting Tenant
      having closed on a $100,000,000.00 credit facility with Citizens Bank) are
      each
      hereby extended to August 17, 2007.

     

    4.  Section
      5
      of the Second Amendment is hereby amended by deleting the period at the end
      of
      the last sentence thereof and inserting in its place the following:

     

    ";
      provided that Tenant shall contribute its portion of any such shortfall to
      Landlord in eight (8) equal monthly installments, the first of which shall
      be
      payable on the date on which the work for which such RACP grant or alternative
      funding was intended is commenced, and continuing on the first day of each
      subsequent calendar month thereafter until such shortfall is paid in
      full."

     

    5.  To
      the
      extent the deadline for any unsatisfied condition set forth in Section 30 of
      the
      Lease expired prior to such deadline being extended by this Amendment, the
      parties hereby acknowledge that they have waived the right to terminate the
      Lease by reason of the expiration of such earlier deadline, it being the
      intention of the parties that the deadlines set forth in this Amendment shall
      control.

     

    6.  Exhibit
      M-2 to the Lease is hereby deleted and replaced in its entirety with
Exhibit M-2 attached to this Amendment.

     

    7.  Except
      as
      expressly modified by this Amendment, the Lease shall remain in full force
      and
      effect in accordance with its terms.  Without limiting the generality
      of the foregoing, Tenant hereby reaffirms its obligation to reimburse Landlord
      for certain costs, as set forth in Section 30(i) of the Lease, upon the
      termination of the Lease for failure of any of the conditions set forth in
      Section 30 thereof (as such conditions have been modified by this Amendment
      and
      all prior amendments).

     

    8.  This
      Amendment may be executed in any number of counterparts, each of which, taken
      together, shall constitute one and the same instrument.  Faxed or
      electronically delivered signatures shall be enforceable as original signatures
      against the party delivering such signature.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (SIGNATURES
      CONTINUED ON NEXT PAGE)

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, Landlord and Tenant have executed this Third Amendment
      to Industrial Lease Agreement on the date first above written.

     

     

    LANDLORD:

    


    L/S
      26TH STREET SOUTH, LP

    


    
      	
              By:

            	
                  L/S
                26th Street South, LLC, its General
                Partner

            


    

    


    
      	
              By:

            	
                  Liberty
                Property/Synterra Limited Partnership, its Sole
                Member

            


    

    


    
      	
              
                By:

              

            	
                  Liberty
                Property Philadelphia Navy Yard Limited Partnership, its General
                Partner

            


    

    


    
      	
              
                By:

              

            	
                  Liberty
                Property Philadelphia Navy

            


    

    
      	
               

            	
                  Yard
                Corporation, its General Partner

            


    

     

    
      
         

        
          
            
              	 	 
	 	 
	 	
                      By:

                    	 	 
	 	Name: John
                      S. Gattuso
	 	Title:
                      Senior Vice President
	 	 
	 	 
	 	 


            

          

        

         

        
          	 	Tenant:
	 	 
	 	TASTY
                  BAKING COMPANY 
	 	 
	
                   

                	 
	
                   

                	
                  By:

                	 	 
	 	Name:	 	 
	 	Title: