Exhibit 10(g)


    Exhibit
      10(g)

     

    FIRST
      AMENDMENT TO CREDIT AGREEMENT

    
      
        


            FIRST
          AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of
          November 2, 2006, among TASTY BAKING COMPANY (the
“Company”), the direct and indirect subsidiaries of the
          Company parties
          hereto (together with the Company, each a “Borrower” and collectively,
          the “Borrowers”), the several banks and other financial institutions
          parties to the Credit Agreement (as hereinafter defined) (collectively,
          the
“Banks”), and PNC BANK, NATIONAL ASSOCIATION, as agent for the Banks (in such
          capacity, the “Agent”). 

        


        WI
          T N E S S E T H:

         

            WHEREAS,
          the Borrowers, the Banks and the Agent are parties to a Credit Agreement,
          dated
          as of September 13, 2005 (as heretofore amended, supplemented or otherwise
          modified, the "Credit Agreement"); 

        


            WHEREAS,
          the Company has advised the Agent and the Banks that the Company
          has entered into that certain Option Agreement dated as of July 7, 2006
          (the
“Option Agreement”) with Keystone Redevelopment Partners, LLC (the
“Purchaser”) pursuant to which the Company has sold to the Purchaser
          an
          option to purchase (the “Real Estate Option”) that certain real property
          located at 3413 Fox Street, Philadelphia, PA (the “Tasty Property”); and


        


            WHEREAS,
          the Borrowers, the Agent, and the Banks have agreed to amend the Credit
          Agreement by modifying the Minimum Tangible Net Worth covenant, subject
          to the
          terms hereof. 

         

            NOW,
          THEREFORE, in consideration of the foregoing and for other
          consideration, the receipt and sufficiency of which is hereby acknowledged,
          the
          parties hereto, intending to be legally bound, hereby agree as follows:
          

        


            1. Defined
          Terms. Unless otherwise defined herein, terms defined in the Credit
          Agreement are used herein as therein defined.

        


            2.
           Consent
          to Sale of Tasty Property. The Agent and the Banks hereby consent
          to (a) the sale of the Real Estate Option to the Purchaser pursuant to
          the terms
          of the Option Agreement and (b) upon the exercise of the Real Estate Option
          by
          the Purchaser, the final sale of the Tasty Property to the Purchaser which
          shall
          be consistent in all material respects with the terms of the Option Agreement.
          For the avoidance of doubt, the sale of the Real Estate Option and the
          final
          sale of the Tasty Property, when and if it occurs, shall not constitute
          a
          Default or an Event of Default. 

        
          
             

          

          
             

            
              

            

          

          
             

          

        

            3. Amendment
          to Credit Agreement. Effective the date set forth above, subsection
          6.1(a) of the Credit Agreement is hereby amended and restated to read in
          full as
          follows: 

        


            “(a)
           Minimum
          Tangible Net Worth. Permit the Tangible Net Worth of the Company and its
          consolidated Subsidiaries at any time to be less than the sum of (i)
          $38,500,000, plus (ii) on a cumulative basis any non-cash pension gains
          recorded
          during any fiscal quarter commencing with the fiscal quarter ending September
          30, 2005, minus (iii) on a cumulative basis any non-cash pension charges
          recorded for any fiscal quarter commencing with the fiscal quarter ending
          September 30, 2005, plus (iv) on a cumulative basis fifty percent (50%)
          of net
          income (or, in the case of a deficit, zero percent (0%)) for the Company
          and its
          consolidated Subsidiaries in respect of each fiscal quarter commencing
          with the
          Borrowers’ fiscal quarter ending June 30, 2005, with each increase or decrease
          to be effective as of the last day of each such fiscal quarter.” 

        


            4. Representations
          and Warranties. Each Borrower hereby represents and warrants to the
          Banks and the Agent that:

         

            (a) There
          exists no Default or Event of Default under the Credit Agreement;

        


            (b) The
          representations and warranties made in the Loan Documents are true and
          correct
          in all material respects on and as of the date hereof as if made on and
          as of
          the date hereof, except that any such representation and warranty that
          is given
          as of a particular date or period and relates solely to such date or period
          is
          true and correct in all material respects as of such date or period; and
          

        


            (c)
           The
          execution and delivery of this Amendment by and on behalf of each Borrower
          has
          been duly authorized by all requisite action on behalf of such Borrower,
          and
          this Amendment constitutes the legal, valid and binding obligation of each
          Borrower, enforceable against it in accordance with their terms. 

        


            5.
           Conditions
          Precedent. The effectiveness of the amendments set forth herein is
          subject to the fulfillment, to the satisfaction of the Agent and its counsel,
          of
          the following conditions precedent: 

        


            (a) The
          Agent
          having received the following, all of which shall be in form and substance
          satisfactory to the Agent and its counsel:

        


                    (i) This
          Amendment duly executed by the Borrowers, the Agent and the Banks;
          and

        


                    (ii)
 Such
          additional documents, certificates, and information as the Agent may require
          pursuant to the terms hereof or otherwise reasonably request. 

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

            (b) The
          representations and warranties set forth in the Credit Agreement, as amended
          hereby, shall be true and correct in all material respects on and as of
          the date
          hereof, except that any such representation and warranty that is given
          as of a
          particular date or period and relates solely to such date or period shall
          be
          true and correct in all material respects only as of such date or period.
          

        


            (c) There
          exists no Default or Event of Default under the Credit Agreement as amended
          hereby.

        


            6.
           Borrowers’
          Ratification. The Borrowers agree that they have no defenses or
          set-offs against the Banks or the Agent or their respective officers, directors,
          employees, agents or attorneys, with respect to the Credit Agreement and
          the
          other Loan Documents, all of which are in full force and effect, and that
          all of
          the terms and conditions of the Credit Agreement and the other Loan Documents
          not inconsistent herewith shall remain in full force and effect unless
          and until
          modified or amended in writing in accordance with their terms. The Borrowers
          hereby ratify and confirm their respective obligations under the Credit
          Agreement and the other Loan Documents and agree that the execution and
          delivery
          of this Amendment does not in any way diminish or invalidate any of their
          obligations thereunder. 

        


            7.
           Limited
          Effect. All terms, conditions, provisions and covenants in the
          Credit Agreement and the other Loan Documents and all other documents delivered
          to the Agent and the Banks in connection therewith shall remain unaltered
          and in
          full force and effect except as modified or amended hereby. To the extent
          that
          any term or provision of this Amendment is or may be deemed expressly
          inconsistent with any term or provision in the Credit Agreement or any
          of the
          Loan Documents or any other document executed in connection therewith,
          the terms
          and provisions hereof shall control. Except as set forth herein, the execution,
          delivery and effectiveness of this Amendment shall neither operate as a
          waiver
          of any right, power or remedy of the Agent or the Banks under any of the
          Credit
          Agreement or the other Loan Documents nor constitute a waiver of any Default
          or
          Event of Default thereunder. 

        


            8.
           Integration.
          This Amendment constitutes the sole agreement of the parties with respect
          to the
          terms hereof and shall supersede all oral negotiations and the terms of
          prior
          writings with respect thereto. 

        


            9.
           Severability.
          Any provision of this Amendment which is prohibited or unenforceable in
          any
          jurisdiction shall, as to such jurisdiction, be ineffective to the extent
          of
          such prohibition or unenforceability without invalidating the remaining
          provisions hereof, and any such prohibition or unenforceability in any
          jurisdiction shall not invalidate or render unenforceable such provision
          in any
          other jurisdiction. 

        


            10. Miscellaneous.

        


            (a) Expenses.
          The Borrowers agree to pay all of the Agent’s reasonable out-of-pocket fees and
          expenses incurred in connection with the preparation, negotiation and execution
          of this Amendment and the other documents executed in connection herewith,
          including without limitation, the reasonable fees and expenses of counsel
          to the
          Agent. 

        


        
          
             

          

          
             

            
              

            

          

          
             

          

        

            (b) Governing
          Law. This Amendment shall be governed by and construed in
          accordance with the laws of the Commonwealth of Pennsylvania. 

        


            (c)
           Successor
          and Assigns. This Amendment shall inure to the benefit of, and be
          binding upon, the parties hereto and their respective successors and assigns.
          

        


            (d)
           Counterparts.
          This Amendment may be executed in one or more counterparts, each of which
          shall
          be deemed to be an original, and all of which shall constitute one and
          the same
          instrument. 

        


            (e)
           Headings.
          The headings of any paragraph of this Amendment are for convenience only
          and
          shall not be used to interpret any provision hereof. 

        


            (f)
           Modifications.
          No modification hereof or any agreement referred to
          herein
          shall be binding or enforceable unless in writing and signed on behalf
          of the
          party against whom enforcement is sought. 

        


        [Signatures
          to Follow] 

        


         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

        


        IN
          WITNESS
          WHEREOF, the parties hereto have caused this Amendment to be duly executed
          and
          delivered by their proper and duly authorized officers as of the day and
          year
          first above written. 

        


        
          	 	
                  TASTY
                    BAKING COMPANY

                
	 	 
	 	
                  By:
                    /s/ Eugene P. Malinowski

                
	 	
                  Name:
                    Eugene P. Malinowski

                
	 	
                  Title:
                    Corporate Treasurer 

                
	 	 
	 	 
	 	
                  TASTYKAKE
                    INVESTMENT COMPANY

                
	 	 
	 	
                  By:
                    /s/ Eugene P. Malinowski

                
	 	
                  Name:
                    Eugene P. Malinowski

                
	 	
                  Title:
                    Treasurer

                
	 	 
	 	 
	 	
                  TBC
                    FINANCIAL SERVICES, INC.

                
	 	 
	 	
                  By:
                    /s/ Eugene P. Malinowski

                
	 	
                  Name:Eugene
                    P. Malinowski

                
	 	
                  Title:
                    Treasurer 

                
	 	 
	 	 
	 	
                  TASTY
                    BAKING OXFORD, INC.

                
	 	 
	 	
                  By:
                    /s/ Eugene P. Malinowski

                
	 	
                  Name:Eugene
                    P. Malinowski

                
	 	
                  Title:
                    Treasurer

                
	 	 
	 	
                  PNC
                    BANK, NATIONAL ASSOCIATION,

                
	 	
                  as
                    Agent, Swing Line Bank, Issuing Bank and a Bank 

                
	 	 
	 	
                  By:
                    /s/ Forrest B. Patterson

                
	 	
                  Forrest
                    B. Patterson 

                
	 	
                  Senior
                    Vice President 

                
	 	 
	 	
                  CITIZENS
                    BANK OF PENNSYLVANIA, as a Bank

                
	 	 
	 	
                  By:
                    /s/ Mark A. Bomberger

                
	 	
                  Mark
                    A. Bomberger 

                
	 	
                  Senior
                    Vice President