a5463757ex10_e.htm


    Exhibit
      10 (e)

     

    SECOND
      AMENDMENT TO

    INDUSTRIAL
      LEASE AGREEMENT

     

    


     

    THIS
      SECOND AMENDMENT TO INDUSTRIAL LEASE AGREEMENT (this "Amendment") is
      made this 29th day of June, 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 (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.    Capitalized
      terms not otherwise defined herein shall have the meaning ascribed to them
      in
      the Lease.

     

    2.    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 17, 2007."

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.    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) and 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) are hereby extended until July 10, 2007.

     

    4.    The
      deadlines for the satisfaction of the conditions set forth in 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), Section
      30(e)(ix) of the Lease (respecting the satisfaction of certain conditions to
      Landlord's acquisition of the Land and the Brig Site), 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) and 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), are each hereby extended to July 17,
      2007.

     

    5.    To
      the
      extent that approval of the City Council of Philadelphia is required to obtain
      the RACP grant or equivalent alternative funding, then in such event (i) the
      deadline for the satisfaction of the condition set forth in Section 30(e)(ii)
      of
      the Lease (respecting the approval of City Council for the RACP grant) is hereby
      extended until December 31, 2007, and (ii) if all other conditions set forth
      in
      Section 30 of the Lease are satisfied or waived, and for any reason the City
      Council of Philadelphia does not approve the RACP grant, or alternative funding
      if City Council approval is required for such funding, within the time period
      specified above, then Landlord and Tenant shall each be responsible for one-half
      of the contemplated amount of the RACP grant or alternative funding (i.e.,
      $2,000,000.00 for each of Landlord and Tenant) to the extent such funds are
      not
      available due to the failure of City Council to give its approval (including
      the
      passage of any applicable city ordinance), and the parties shall contribute
      such
      funds toward the Project to be applied in the same manner as the RACP grant
      funds were to have been applied.

     

    6.    Section
      30(f)(iv) of the Lease is hereby deleted and restated in its entirety as
      follows:

     

    "Tenant,
      Tenant's lenders and PAID and/or PIDC shall have entered into an intercreditor
      agreement acceptable to the parties thereto, unless the requirement for such
      agreement is waived by PAID and/or PIDC, as applicable."

     

    Furthermore,
      the deadline for the satisfaction of the condition set forth in Section
      30(f)(iv) of the Lease (as modified by this Amendment) is hereby extended to
      July 30, 2007.

     

    7.    Landlord
      hereby waives the condition set forth in Section 30(e)(vi) of the Lease
      (respecting the commitment of the Commonwealth to fund not less than $1,500,000
      in the aggregate under the CBRFA and the RFA).

     

     

    
      
        
        

      

      
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    8.    The
      parties hereby confirm that the conditions set forth in Sections 30(b), 30(d),
      30(e)(iv), 30(e)(v) and 30(f)(iii) of the Lease have been satisfied or
      waived.

     

    9.    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).

     

    10.    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.

     

     

    
      
        
        

      

      
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    (Signatures
      continued on next page)

     

     

     

     

     

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, Landlord and Tenant have executed this Second
      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:
                    	 	 


          

        

      

    

     

     

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