THIRD AMENDMENT TO INDUSTRIAL LEASE AGREEMENT
Exhibit
10 (f)
THIRD
AMENDMENT TO
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
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By:
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L/S
26th Street South, LLC, its General
Partner
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By:
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Liberty
Property/Synterra Limited Partnership, its Sole
Member
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By:
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Liberty
Property Philadelphia Navy Yard Limited Partnership, its General
Partner
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By:
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Liberty
Property Philadelphia Navy
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Yard
Corporation, its General Partner
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By:
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| Name: Xxxx X. Xxxxxxx | |||
| Title: Senior Vice President | |||
| Tenant: | |||
| TASTY BAKING COMPANY | |||
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By:
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| Name: | |||
| Title: | |||
