OPTION AGREEMENT
Exhibit
99.1
THIS
OPTION AGREEMENT
(this
“Agreement”) is entered into as of July 7, 2006 by and between TASTY
BAKING COMPANY,
a
Pennsylvania corporation having offices at 0000 Xxxxxxx Xxxx Xxxxxx,
Xxxxxxxxxxxx, XX 00000 (“Owner”) and
KEYSTONE REDEVELOPMENT PARTNERS, LLC,
a
Delaware limited liability company having offices at 0000 Xxxxxxxxx, Xxxxxxxx
Xxxx, XX 00000 (“Optionee”).
RECITALS:
WHEREAS,
Owner
owns
the real property (the “Property”) located at the intersection of Fox Street and
Xxxxxxx Avenue in Philadelphia, PA, known as 0000 Xxx Xxxxxx, comprised of
approximately twelve and one-tenth (12.1) acres, and more particularly described
on Exhibit
A
attached
hereto and made a part hereof; and
WHEREAS,
Owner and
Optionee have reached agreement with respect to Owner granting Optionee an
option to purchase the Property on and subject to the terms and conditions
set
forth herein.
NOW,
THEREFORE,
in
consideration of the mutual covenants and conditions herein contained and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties intending to be legally bound hereby agree as
follows:
1. Incorporation
of Recitals.
Each of
the foregoing recitals is incorporated herein at length as if fully set forth
herein.
2. Grant
of Option; Option Price.
Owner,
for and in consideration of the sum of One Million Six Hundred Thousand and
00/100ths ($1,600,000.00) Dollars (together with any extension payments paid
pursuant to Section 3 below, collectively the “Option Price”), to be paid by
Optionee to Owner by wire transfer or other immediately available funds upon
execution and delivery of this Agreement, and in consideration of the covenants
and agreements herein contained, does hereby give, grant and convey to Optionee,
the sole and exclusive right and option to purchase the Property on the terms
and conditions set forth herein (the “Purchase Option”). Except as expressly set
forth in Section 6 below, the Option Price shall be nonrefundable and shall
be
retained by Owner whether or not the Purchase Option is exercised or
terminated.
3. Term.
The term
of this Agreement (the “Term”) shall commence on the date hereof and shall
expire at 5:00 p.m. EST on the earlier of (a) the first business day immediately
following the one (1) month anniversary of the Pennsylvania Gaming Control
Board's issuance of two (2) Category 2 Slot Licenses for Philadelphia, or (b)
June 30, 2008. Provided Optionee is in the process of continuing its application
for one of the two Category 2 Slot Licenses, Optionee shall have the right
(i)
to extend the deadline set forth in clause (b) above to December 31, 2008 by
written notice to Owner on or before June 30, 2008 accompanied by a
non-refundable extension payment of Two Hundred Fifty Thousand and 00/100ths
($250,000.00) Dollars, and (ii) provided Optionee exercised its right to extend
the deadline set forth in clause (b) above pursuant to clause (i) above and
is
still in the process of continuing its application for one of the two Category
2
Slot Licenses, to extend the deadline set forth in clause (b) above to June
30,
2009 by written notice to Owner on or before December 31, 2008 accompanied
by a
non-refundable extension payment of Four Hundred Thousand and 00/100ths
($400,000.00) Dollars. Notwithstanding the foregoing, however, Optionee may
exercise the Purchase Option or terminate this Agreement at any time during
the
Term by providing written notice thereof to Owner (an "Exercise Notice" or
"Termination Notice," as applicable) and otherwise complying with the terms
and
conditions of this Agreement. Optionee's Exercise Notice shall indicate either
that (i) Optionee intends on constructing and opening a temporary slot parlor
on
lands adjacent to the Property prior to opening a slot parlor on the Property
(the "Temporary Alternative"), or (ii) Optionee does not intend on taking the
Temporary Alternative.
4. Exercise
of Option.
In the
event of the exercise of the Purchase Option, the Property shall be conveyed
to
Optionee and Optionee shall deliver to Owner the Purchase Price (as hereinafter
defined) at a closing (“Closing”) which shall take place on (a) the first
(1st)
business
day following the one (1) year anniversary of the Exercise Notice should said
Exercise Notice indicate that Optionee intends on taking the Temporary
Alternative, (b) the first (1st)
business
day following the two hundred seventieth (270th)
day
after the Exercise Notice should said Exercise Notice indicate that Optionee
does not intend on taking the Temporary Alternative, or (c) such other date
as
is mutually agreed upon by Optionee and Owner. At Closing, Owner shall (i)
convey to Optionee, by special warranty deed, good and marketable fee simple
title to the Property, insurable at regular rates without exception unless
caused by Optionee, other than matters which do not and will not adversely
affect the use, occupancy or enjoyment of the Property as a slot parlor casino
and entertainment complex, as reasonably determined by Optionee (the “Permitted
Exceptions”), (ii) execute and deliver to Optionee and Optionee's title insurer
a title affidavit of Owner in form and substance reasonably acceptable to
Optionee and Optionee's title insurer, (iii) deliver sole and exclusive
possession and control of the Property to Optionee, free of all tenants,
occupants and others with a right to or claiming possession (except as set
forth
in the Permitted Exceptions), and otherwise in generally the same condition
as
existed on the date hereof, ordinary wear and tear excepted, and (iv) execute
and deliver to Optionee such other documents and/or instruments as may be
reasonably required by Optionee and/or Optionee's lender and/or title insurer
in
order to convey good, marketable and insurable fee simple title. At Closing,
the
real estate taxes and water and sewer rents shall be apportioned as of Closing
and the parties shall make such other adjustments as are customary for similarly
situated commercial properties. Owner and Optionee shall split equally, all
state and local realty transfer taxes imposed as a result of such purchase
and
sale and shall pay same at Closing. At Closing, Optionee shall pay to Owner
the
sum of Fourteen Million Four Hundred Thousand and 00/100ths ($14,400,000.00)
Dollars (the "Purchase Price"), by wire transfer or other immediately available
funds. If the Purchase Option is exercised, but Owner fails to satisfy each
of
its obligations under this Agreement, then Optionee shall provide Owner with
written notice thereof and Owner shall have thirty (30) days from such notice
to
cures all such defaults in which event the parties shall proceed to Closing.
The
obligations of the parties hereunder shall survive Closing.
5. Owner's
Representations and Warranties. Owner
represents and warrants to Optionee, each of which representations and
warranties shall be deemed repeated at and shall survive Closing, that
a. Owner
is
the sole owner of the Property and owns
good
and marketable fee simple title to same free and clear of all liens and
encumbrances other than
the
Permitted Exceptions and such other matters as shall be satisfied and discharged
of record at Closing;
b. Owner
is a
corporation duly organized and validly existing under the laws of the
Commonwealth of Pennsylvania and is legally authorized to transact business
in
the Commonwealth of Pennsylvania;
c. Owner's
execution and delivery of this Agreement and the performance and satisfaction
in
full of each of Owner's obligations hereunder have been duly authorized by
all
requisite action on the part of Owner and this Agreement constitutes a legal,
valid and binding obligation of Owner, enforceable against it in accordance
with
its terms;
d. to
the
best knowledge of Owner, no litigation or proceeding in any court or before
any
other governmental or quasi-governmental authority or other person or entity
is
currently pending or, threatened (i) with respect to the Property or any part
thereof, or (ii) which seeks to enjoin Owner from entering into this Agreement
or consummating the transaction contemplated herein including, but not limited
to, any condemnation proceedings or other exercise of eminent
domain;
e. neither
the execution and delivery by Owner of this Agreement, the consummation of
the
transaction contemplated herein, nor compliance with the provisions hereof,
violates, breaches, contravenes or conflicts with, or will violate, breach,
contravene or conflict with, any existing note, bond, mortgage, debenture,
indenture, trust, license, lease, instrument, decree, order, judgment or other
agreement to which Owner is a party or by which it or any of its their assets
(including, but not limited to, the Property) may be bound or affected which
would prevent Owner from conveying to Optionee good, marketable and insurable
fee simple title to the Property in accordance with the terms of this
Agreement;
f. to
the
best knowledge of Owner, no consent, approval or authorization of, or
registration, declaration or filing with, any person or governmental entity,
is
required to be obtained or made by Owner under any federal, state or local
law,
statute, ordinance, rule, regulation, order, judicial or administrative order
or
decree, permit, license, approval, authorization or similar requirement in
connection with the execution and delivery of this Agreement by Owner, the
transaction contemplated herein and/or the satisfaction by Owner of any of
Owner's obligations hereunder which would prevent Owner from conveying to
Optionee good, marketable and insurable fee simple title to the Property in
accordance with the terms of this Agreement; and
g. there
are
no leases, tenancies or other rights of occupancy in effect with respect to
the
Property or any part thereof which shall extend beyond Closing.
Should
Optionee determine that any of Owner's representations and warranties set forth
in this Agreement are untrue or inaccurate, Optionee shall provide Owner with
notice thereof and sixty (60) days to cure same.
6. Optionee
Remedies.
Notwithstanding anything in this Agreement to the contrary, if the
Purchase Option is exercised but Owner
does
not or can not convey good, marketable and insurable fee simple title to the
Property to Optionee at Closing, then Optionee may as its exclusive remedy
either (i) terminate this Agreement and Owner shall promptly return the Option
Price to Optionee, or (ii) seek specific performance. In all other events,
including in the event Owner fails to satisfy an obligation or breaches any
of
its representations and warranties set forth in this Agreement (other than
those
obligations and/or representations covered by the preceding sentence), and
whether or not Closing occurs, the Option Price shall be nonrefundable and
retained by Owner, provided that Optionee shall have such rights and remedies
as
may be available at law or in equity.
7. Applications
for Licensing and Development.
The
parties acknowledge and agree that the award to Optionee of a license to operate
a gaming facility at the Property and the acquisition and maintenance of related
development agreements and approvals are instrumental to Optionee. Accordingly,
Owner covenants and agrees that it will not oppose Optionee and/or Optionee's
agents and representatives in applying for, securing and maintaining such
licenses, approvals and other consents, permits and/or agreements as Optionee
may deem necessary or desirable in connection with Optionee's plans for the
Property including, but not limited to, Optionee's application for a Category
2
Slot License. Optionee shall provide Owner with periodic updates of Optionee's
progress in obtaining said license and related development agreements and
approvals, provided that, Optionee shall not provide Owner with any
environmental reports, studies and/or assessments produced by or for Optionee
unless, and then only to the extent specifically requested by Owner in writing.
Moreover, Owner covenants and agrees that at all times prior to Closing, Owner
will not oppose Optionee and/or Optionee’s agents and representatives in
connection with the acquisition from third parties of additional real property
interests contiguous to the Property.
8. Right
of Entry and Inspection; Indemnity; Insurance.
a.
During
the Term, Optionee and its representatives and contractors may at any reasonable
time and from time to time, without unreasonably interfering with the business
operations of Owner, enter upon the Property for the purposes of investigating
and inspecting same, making surveys, maps and/or contour studies, performing
test borings, soil tests and/or examinations, and conducting other studies
including, but not limited to such environmental studies as Optionee may elect
(collectively, the “Due Diligence Investigation”). Optionee shall have the right
to terminate this Agreement at any time during the Term upon written notice
to
Owner, in which event (i) all payments theretofore made by Optionee hereunder
shall be retained by Owner, and (ii) neither Optionee nor Owner shall have
any
further liabilities or rights under this Agreement, except for any rights or
liabilities which expressly survive such termination. For the avoidance of
doubt, Owner shall have no obligation to remediate any issues identified during
the course of the Due Diligence Investigation, nor shall Owner have any
obligation to pay, reimburse or credit any monies to Optionee in connection
with
any such issues. Further, if Optionee exercises the Purchase Option and Closing
occurs, all liabilities and/or conditions associated with the Property as of
Closing, whether or not identified during the course of the Due Diligence
Investigation, shall be Optionee's sole responsibility. Optionee shall not
provide Owner with any reports generated, or information obtained, as part
of
Optionee's Due Diligence Investigation unless, and then only to the extent,
specifically requested by Owner in writing.
b.
Optionee covenants and agrees to indemnify, defend (with counsel reasonably
satisfactory to Owner) and hold Owner harmless from and against any and all
claims, damages, losses, costs and expenses (including, but not limited to,
reasonable attorneys’ fees and court costs) suffered or incurred by Owner and
relating to Optionee's inspection of or actions at the Property prior to
Closing, but in each case only to the extent not attributable in any manner
to
the negligence or willful misconduct of Owner or anyone claiming by or through
Owner, or the employees, contractors, agents, representatives or invitees of
any
of the foregoing. Notwithstanding anything herein to the contrary, the discovery
of any substance which constitutes a hazardous substance, hazardous waste,
radioactive substance and/or radioactive waste (collectively, "Hazardous
Substances") under any federal, state or local statute, law, ordinance, order,
rule or regulation, whether now in existence or hereafter adopted (collectively,
"Environmental Laws") or other negative conditions not caused by Optionee at
the
Property during the course of the Due Diligence Investigation and/or any legal
duty to report same or the reporting of same to the Pennsylvania Department
of
Environmental Protection or other federal, state or local governmental
authority, shall not serve as the basis for a claim for indemnification by
Owner
against Optionee pursuant to this paragraph (b). The obligations of Optionee
pursuant to this paragraph shall survive the expiration or termination of this
Agreement.
c.
Prior
to any entry onto the Property by Optionee or any of Optionee’s representatives,
Optionee or its representatives or contractors, shall furnish Owner with a
copy
of a certificate of insurance for Optionee and its representatives from a duly
licensed insurance company, reasonably acceptable to Owner, indicating that
insurance policies are in effect for commercial liability coverage for death
or
injury to persons and/or property of not less than Three Million and 00/100ths
($3,000,000.00) Dollars per occurrence/claim and in the aggregate together
with
evidence of the payment of all associated premiums.
d.
Owner
represents and warrants to Optionee, each of which representations and
warranties shall be deemed repeated at and shall survive Closing, that (i)
prior
to the date hereof, to Owner’s actual knowledge as of the date hereof, Owner has
delivered complete copies of all environmental reports, studies and/or
assessments previously obtained by Owner and relating, in whole or in part,
to
the Property (collectively, the “Owner Reports”) which are listed on
Exhibit
B
attached
hereto and made a part hereof, (ii) Owner has no actual knowledge of any other
environmental reports, studies and/or assessments relating to the Property
or
any part thereof, except as may be referenced in the Owner Reports and except
for reports, studies and/or assessments which were produced prior to the Owner
Reports and which address the same environmental issues as those in the Owner
Reports, and (iii) Owner has no actual knowledge of any Hazardous Substances
in,
on, under or about the Property in violation of any Environmental Laws, except
as described in the Owner Reports. For purposes of the preceding sentence,
Owner's actual knowledge shall be deemed to mean the actual knowledge of Xxxxxxx
X. Xxxxx, President and CEO, Xxxxx X. Xxxxxxxxx, CFO, Xxxxxxxx Xxxxxxxxxx,
General Counsel, and Xxxxxx X. Xxxxxx, Director of Operations. Owner makes
no
representation or warranty as to the correctness of the Owner Reports and
Optionee expressly waives any claim whatsoever arising from the use of the
Owner
Reports including, but not limited to, Optionee’s reliance upon the Owner
Reports.
9. Brokers.
Each of
the parties represent and warrant to the other that no broker, finder or other
person entitled to a commission, finder’s fee or other compensation was involved
in the introduction of the parties or the negotiation of this Agreement. Each
of
the parties agrees to indemnify, defend and hold the other harmless from and
against any and all claims based upon or relating to a breach of the foregoing
representation, warranty and/or covenant by such party. The obligations of
the
parties pursuant to this Section shall survive the expiration or termination
of
this Agreement.
10. Notices.
All
notices required or permitted to be given pursuant to this Agreement (each,
a
“notice”) shall be in writing and shall be sent by hand delivery, mailed by
prepaid registered or certified mail, return receipt requested, or sent by
nationally recognized courier service guaranteeing overnight delivery, postage
prepaid, in each case addressed as follows:
|
If
to Owner, to:
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Tasty
Baking Company
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0000
Xxxxxxx Xxxx Xxxxxx
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Xxxxxxxxxxxx,
XX 00000
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Attention:
Xxxxxxx X. Xxxxx, President & CEO
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with
a copy to:
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Tasty
Baking Company
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0000
Xxxxxxx Xxxx Xxxxxx
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Xxxxxxxxxxxx,
XX 00000
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Attention:
Xxxxxxxx Xxxxxxxxxx, General Counsel
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and
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Stradley,
Ronon, Xxxxxxx & Xxxxx, LLP
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0000
Xxx Xxxxxxxx Xxxxxx
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Xxxxxxxxxxxx,
XX 00000
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Attention:
Xxxxxxx X. Xxxxx, Chairman
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If
to Optionee, to:
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c/o
Trump Entertainment Resorts, Inc.
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0000
Xxxxxxxxx
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Xxxxxxxx
Xxxx, XX 00000
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Attention:
Xxxxxx X. Xxxxxx, Executive Vice President
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with
a copy to:
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Xxxxxx
Xxxxxx, a Professional Association
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0
Xxxxxxxxxxxx Xxxxx
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Xxxxxxxxxx,
XX 00000
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Attention:
Xxxxx X. Xxxxxxxx, Esq.
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Notices
shall be effective (i) upon receipt (or refusal thereof) in the case of personal
delivery, (ii) three (3) business days after being deposited, postage prepaid,
in the United States mail in the case of mail, and (iii) the next business
day
if sent via courier service of nationally recognized standing (e.g.,
Federal
Express). Either party may from time to time specify, by giving written notice
to the other party in accordance with the terms hereof, (i) any other address
as
its address for purposes of this Agreement, and (ii) any other person or entity
that is to receive copies of notices hereunder.
11. Severability;
Binding Effect; Amendments to be in Writing.
If any
provision of this Agreement or the application thereof to any person or
circumstance shall to any extent be invalid or unenforceable, the remaining
provisions hereof, or the application of such provision to persons or
circumstances other than those to which it is invalid or unenforceable, shall
not be affected thereby, and each provision hereof shall be valid and
enforceable to the extent permitted by law. All provisions contained in this
Agreement shall be binding upon, inure to the benefit of, and be enforceable
by,
the respective successors and any permitted assigns of the parties, in each
case
to the same extent as if each such successor and permitted assign were named
as
a party hereto. This Agreement may not be changed, modified or discharged except
by a writing signed by the parties.
12. Governing
Law.
This
Agreement shall be governed by and interpreted in accordance with the laws
of
the Commonwealth of Pennsylvania, without regard to its conflict of laws
principles.
13. Headings.
The
headings set forth herein have been inserted for convenient reference only
and
shall not to any extent have the effect of modifying or amending the express
terms and provisions of this Agreement.
14. Confidentiality. Each
of
the parties hereto shall, and shall cause their respective shareholders,
members, directors, officers, employees, managers, agents and affiliates to,
hold the information contained in this Option Agreement confidential and shall
not disclose any information relating to the proposed transaction (collectively,
"Confidential Information") to any third party without the prior consent of
the
other party hereto (which consent shall not be unreasonably withheld), except
that either party may make any public announcement or filing that it is advised
by legal counsel it should make in order to comply with applicable securities
laws or Nasdaq rule. The parties covenant and agree to use reasonable efforts
to
coordinate the content, manner and timing of any public announcement or filing
concerning this Agreement and/or the transaction contemplated herein. The
foregoing shall not, however, preclude Optionee from disclosing Confidential
Information to its prospective lenders or either party from disclosing
Confidential Information to their respective counsel and/or accountants,
provided that in all cases, the party receiving Confidential Information is
informed of the terms of this Section.
15. Default
Rate.
Any
amount due but unpaid hereunder shall bear interest until paid at an annual
rate
of three hundred fifty (350) basis points above the “Prime Rate” as published
from time to time in the Wall
Street Journal,
or in
the event no longer published therein, by such replacement publication as is
agreed upon by the parties, provided however, that in no event shall such rate
exceed the maximum legal rate allowed by applicable usury laws.
16. Memorandum
of Option.
The
parties shall execute and deliver a short form or memorandum of options in
the
form attached hereto as Exhibit
C
within
three business days after execution of this Agreement, which instrument shall
be
placed of record by Optionee in the Recorder of Deeds for Philadelphia County.
Upon the expiration or earlier termination of this Agreement or the exercise
of
the Purchase Option, the parties shall immediately execute a termination of
said
instrument which shall be placed of record by Owner. The obligation of Optionee
pursuant to this Section shall survive expiration or termination of this
Agreement.
17. Relationship
of the Parties.
The
parties do not intend to create any partnership, joint venture or other
relationship as amongst themselves and neither this Agreement nor the
performance by the parties of their respective obligations shall establish
or be
deemed to establish any relationship between the parties other than as optionor
and optionee. Except as expressly set forth herein to the contrary, nothing
contained herein shall be construed as appointing or authorizing either party
or
any of their agents, employees or representatives to represent or bind the
other
party in any manner.
18. Assignment.
Optionee
may not assign and/or pledge its rights, interests and/or obligations under
this
Agreement, without the prior consent of Owner, which consent shall not be
unreasonably withheld or delayed. Notwithstanding the foregoing, Owner's consent
shall not be required for (a) a pledge by Optionee or its permitted assign
in
connection with obtaining financing, or (b) an assignment by Optionee, provided
that in each instance (i) such assignee is an entity controlled by or under
common control with TER Keystone Development, LLC, the current majority owner
of
Optionee, and (ii) Optionee shall not be released from any liability or
obligations hereunder. Further, any permitted assignee must expressly agree
to
be bound by the terms and conditions of this Agreement.
19. Time
is of Essence.
Time is
of the essence with respect to any time fixed for performance of any requirement
set forth in this Agreement.
20. Authority.
To induce
each other to enter into this Agreement, Owner and Optionee each represent
and
warrant to the other that they have been duly authorized and empowered to enter
into this Agreement and perform, fully their obligations hereunder, and such
obligations constitute the valid and binding obligations of each of them,
enforceable in accordance with their terms, and that no further consents of
any
other person, entity, public body or court is required in connection with this
Agreement and the performance of all of its obligations hereunder.
21. Counterparts.
This
Agreement may be executed in any number of counterparts, each of which as
executed shall be deemed to be an original, but all such counterparts shall
constitute one and the same agreement.
22. Entire
Agreement.
This
Agreement and the exhibits referenced herein and made a part hereof constitute
the entire agreement of the parties relative to the subject matter hereof and
thereof
and
is intended to be an integration of all prior agreements, conditions or
undertakings between the parties hereto. Except as expressly set forth herein,
there are no promises, agreements, conditions, undertakings, warranties or
representations, oral or written, expressed or implied, between the parties
hereto.
[balance
of page intentionally blank - signature pages and exhibits only
follow]
IN
WITNESS WHEREOF,
the
parties hereto have caused this Agreement to be executed as of the date and
year
first above written.
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Owner:
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Optionee:
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TASTY
BAKING COMPANY
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KEYSTONE
REDEVELOPMENT
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PARTNERS,
LLC
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By:/S/
Xxxxxxx X.
Xxxxx
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By:/S/
Xxxxxx X. Xxxxxx
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Xxxxxxx
X. Xxxxx, President & CEO
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Xxxxxx
X. Xxxxxx, Secretary
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List
of Exhibits
A
- Legal Description of Property
B
- List of Owner Environmental Reports
C
- Form of Memorandum of Agreement
EXHIBIT
A
ALL
THAT
CERTAIN lot or piece of ground with the buildings and improvements thereon
erected, situate in the 38th Xxxx
of the
City of Philadelphia and described according to a Survey and Plan of Property
made for Xxxxx Sandermar by Xxxxxx X. Xxxxxxxxx, Surveyor and Regulator of
the
6th Survey
District, dated March 2nd
1977,
as
follows
to wit:
BEGINNING
at a point formed by the intersection of the southwesterly side of Fox Street
(80 feet wide) and the southeasterly side of Xxxxxxx Avenue (78 feet wide);
thence extending from said point of beginning South thirty-three degrees
ten
minutes twenty-nine seconds East (S 33° 10’ 29" E), along the said southwesterly
side
of
Fox
Street nine hundred nineteen (919) feet six and
one-half (6 1/2) inches to a point; thence extending South sixty degrees
twenty-five minutes
fifty-four seconds West (S 60° 25' 54" W),
three
hundred eighty-six (386) feet two and one-half (2 1/2) inches to a point;
thence extending North thirty-three degrees fifty-four minutes twenty seconds
West (N 33° 54' 20" W), two hundred
eighteen
(218) feet six and three-eighths (6 3/8) inches to
a
point;
thence extending South fifty-six degrees forty-nine minutes
thirty-one seconds West (S 56° 49' 31" W), one hundred seventy-four (174) feet
two and one-fourth (2 1/4) inches to
a
point; thence
extending North thirty-three degrees ten minutes twenty-nine seconds West
(N 33°
10' 29" W), one hundred ninety-eight (198) feet eleven and seven-eighth
(11 7/8)
inches to a point; thence extending South fifty-six degrees forty-nine
minutes
thirty-one seconds West (S 56° 49' 31” W), crossing the northeasterly side of
former XxXxxxxxx Street
(70
feet wide) stricken from City Plan and vacated, reserved as a Right of Way
for
purpose of inspection,
maintenance, repairing or
reconstruction
of
existing forty-eight (48) inches water mains, one hundred twenty
(120)
feet to a point on the southwesterly side of said former XxXxxxxxx Street;
thence extending North thirty-three degrees ten
minutes twenty-nine seconds West (N 33°
10' 29"
W), along the said southwesterly
side of
former XxXxxxxxx Street
four hundred seventy-seven (477) feet nine (9) inches to a point on the said
southeasterly side of Xxxxxxx Avenue;
thence
extending North fifty-six degrees forty-nine minutes thirty-one seconds East
(N
56° 49' 31” E), along the said southeasterly side of Xxxxxxx Avenue recrossing
the said northeasterly side of former XxXxxxxxx Street six hundred eighty-two
(682) feet five
(5)
inches
to
the said southwesterly side of Fox Street, being the first mentioned point
and
place of
BEGINNING.
BEING
THE
SAME PREMISES which PIDC Financing Corporation, a Pennsylvania non-profit
corporation by deed dated January 13, 2005 and recorded July 19, 2005 in
the
Office of the Recorder of Deeds in and for Philadelphia County, Pennsylvania,
in Instrument No.
51223840, granted and conveyed unto Tasty Baking Company, a Pennsylvania
corporation, its successor and assigns.
EXHIBIT
B
25
pages
of materials (including cover) captioned "Fuel
Oil Tank & Piping Inspection (Yearly)"
and a 43
page (including front and back covers) report titled "Insulation
Study and Evaluation Report For Tasty Baking Company, Philadelphia,
Pennsylvania, Fox Street Building, Prepared by: Xxxxxx, Xxxxxxx And XxXxx,
Inc.,
February 1993".
EXHIBIT
C
MEMORANDUM
OF OPTION AGREEMENT
THIS
MEMORANDUM OF OPTION AGREEMENT, is made as of July 7, 2006 between TASTY BAKING
COMPANY, a Pennsylvania corporation with offices at 0000 Xxxxxxx Xxxx Xxxxxx,
Xxxxxxxxxxxx, XX 00000 (“TBC”) and KEYSTONE REDEVELOPMENT PARTNERS, LLC, a
Delaware limited liability company with offices at 0000 Xxxxxxxxx, Xxxxxxxx
Xxxx, XX 00000 (“KRP”).
TBC,
as
Owner, and KRP, as Optionee, entered into a certain Option Agreement dated
as of
July 7, 2006 (the “Agreement”), pursuant to which TBC has granted KRP the
exclusive right, prior to June 30, 2009, to purchase the property located at
the
intersection of Fox Street and Xxxxxxx Avenue in Philadelphia, PA, known as
0000
Xxx Xxxxxx, comprised of approximately twelve and one-tenth (12.1) acres, and
more particularly described on Exhibit A attached hereto and made a part hereof,
together with all improvements located thereon and rights appertaining thereto,
on and subject to the terms and conditions set forth in the
Agreement;
This
Memorandum of Option Agreement has been entered into for the sole purpose of
giving notice of the existence of the Agreement. Reference should be made to
the
Agreement and its schedules and exhibits for all of the terms, covenants and
conditions thereof. The provisions of this Memorandum of Option Agreement shall
not constitute an amendment or modification of the Agreement, and is not be
considered in construing any of the terms, covenants or conditions of the
Agreement.
This
Memorandum
of Option Agreement
may be executed in any number of counterparts, each of which as executed shall
be deemed to be an original, but all such counterparts shall constitute one
and
the same agreement.
[balance
of page intentionally blank - signature pages and exhibits only
follow]
IN
WITNESS
WHEREOF, the parties hereto have caused this Memorandum of Option Agreement
to
be executed and delivered as of the date and year first set forth
above.
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Witnessed/Attested
To:
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TASTY
BAKING COMPANY
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By:
_________________________
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By:
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Xxxxxxx
X. Xxxxx, President & CEO
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KEYSTONE
REDEVELOPMENT
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PARTNERS,
LLC
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By:
__________________________
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By:
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Xxxxxx
X. Xxxxxx, Secretary
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State
of_______________
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:
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:
ss
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County
of _______________
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:
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I
CERTIFY
that on July __, 2006, Xxxxxxx X. Xxxxx, personally came before me and
acknowledged under oath, to my satisfaction, that this person is named in and
personally signed this Memorandum of Option Agreement as an authorized officer
of Tasty Baking Company, and that he signed and delivered this Memorandum of
Option Agreement as the voluntary act and deed of Tasty Baking Company, as
authorized by proper corporate action.
__________________________________________
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State
of _______________
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:
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:
ss
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County
of _______________
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:
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I
CERTIFY
that on July __, 2006, Xxxxxx X. Xxxxxx, personally came before me and
acknowledged under oath, to my satisfaction, that this person is named in and
personally signed this Memorandum of Option Agreement as an authorized officer
of Keystone Redevelopment Partners, LLC, and that he signed and delivered this
Memorandum of Option Agreement as the voluntary act and deed of Keystone
Redevelopment Partners, LLC, as authorized by proper corporate
action.
__________________________________________
EXHIBIT
A TO MEMORANDUM OF OPTION AGREEMENT
LEGAL
DESCRIPTION OF THE PROPERTY
ALL
THAT
CERTAIN lot or piece of ground with the buildings and improvements thereon
erected, situate in the 38th Xxxx
of the
City of Philadelphia and described according to a Survey and Plan of Property
made for Xxxxx Sandermar by Xxxxxx X. Xxxxxxxxx, Surveyor and Regulator
of the
6th Survey
District, dated March 2nd 1977,
as
follows to wit:
BEGINNING
at a point formed by the intersection of the southwesterly side of Fox
Street
(80 feet wide) and the southeasterly side of Xxxxxxx Avenue (78 feet wide);
thence extending from said point of beginning South thirty-three degrees
ten
minutes twenty-nine seconds East (S 33° 10’ 29" E), along the said southwesterly
side
of
Fox
Street nine hundred nineteen (919) feet six and
one-half (6 1/2) inches to a point; thence extending South sixty degrees
twenty-five minutes
fifty-four seconds West (S 60° 25' 54" W),
three
hundred eighty-six (386) feet two and one-half (2 1/2) inches to a point;
thence extending North thirty-three degrees fifty-four minutes twenty seconds
West (N 33° 54' 20" W), two hundred
eighteen
(218) feet six and three-eighths (6 3/8) inches to
a
point;
thence extending South fifty-six degrees forty-nine minutes
thirty-one seconds West (S 56° 49' 31" W), one hundred seventy-four (174) feet
two and one-fourth (2 1/4) inches to
a
point; thence
extending North thirty-three degrees ten minutes twenty-nine seconds West
(N 33°
10' 29" W), one hundred ninety-eight (198) feet eleven and seven-eighth
(11 7/8)
inches to a point; thence extending South fifty-six degrees forty-nine
minutes
thirty-one seconds West (S 56° 49' 31” W), crossing the northeasterly side of
former XxXxxxxxx Street
(70
feet wide) stricken from City Plan and vacated, reserved as a Right of
Way for
purpose of inspection,
maintenance, repairing or
reconstruction
of
existing forty-eight (48) inches water mains, one hundred twenty
(120)
feet to a point on the southwesterly side of said former XxXxxxxxx Street;
thence extending North thirty-three degrees ten
minutes twenty-nine seconds West (N 33°
10' 29"
W), along the said southwesterly
side of
former XxXxxxxxx Street
four hundred seventy-seven (477) feet nine (9) inches to a point on the
said
southeasterly side of Xxxxxxx Avenue;
thence
extending North fifty-six degrees forty-nine minutes thirty-one seconds
East (N
56° 49' 31” E), along the said southeasterly side of Xxxxxxx Avenue recrossing
the said northeasterly side of former XxXxxxxxx Street six hundred eighty-two
(682) feet five
(5)
inches
to
the said southwesterly side of Fox Street, being the first mentioned point
and
place of
BEGINNING.
BEING
THE
SAME PREMISES which PIDC Financing Corporation, a Pennsylvania non-profit
corporation by deed dated January 13, 2005 and recorded July 19, 2005 in
the
Office of the Recorder of Deeds in and for Philadelphia County, Pennsylvania,
in Instrument No.
51223840, granted and conveyed unto Tasty Baking Company, a Pennsylvania
corporation, its successor and assigns.
