bfs-09302022xex101






Exhibit 10.1  EXECUTION VERSION      FIRST AMENDMENT TO CREDIT AGREEMENT   This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made  and entered into as of October 3, 2022 by and among SAUL HOLDINGS LIMITED  PARTNERSHIP, a limited partnership formed under the laws of the State of Maryland (together  with its successors and assigns, the “Borrower”), each of the financial institutions initially a  signatory to the Existing Credit Agreement (as defined below) together with their successors and  assigns under Section 13.6. of the Existing Credit Agreement (the “Lenders”), the Lenders from  time to time party thereto as Issuing Banks, WELLS FARGO BANK, NATIONAL  ASSOCIATION, as Administrative Agent (the “Administrative Agent”), and CAPITAL ONE,  NATIONAL ASSOCIATION, as Syndication Agent (the “Syndication Agent”).     WITNESSETH:    WHEREAS, the Borrower, the Administrative Agent, and the Lenders are parties to a  certain Credit Agreement dated as of August 31, 2021 (as amended, restated, supplement or  otherwise modified, the “Existing Credit Agreement”; all capitalized undefined terms used in this  Amendment shall have the meanings ascribed thereto in the Existing Credit Agreement as  amended by this Amendment (the “Amended Credit Agreement”));     WHEREAS, Borrower has requested that the Administrative Agent and the Lenders amend  certain terms and conditions of the Existing Credit Agreement as described herein; and    WHEREAS, the Administrative Agent and the Lenders party to this Amendment have  agreed to so amend certain terms and conditions of the Existing Credit Agreement, all on the terms  and conditions set forth below in this Amendment.    NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of  which is hereby acknowledged, the parties hereto hereby agree as follows:    1. Amendments to Existing Credit Agreement.  Effective as set forth in Section 2 below, the  Existing Credit Agreement is amended as follows:  a. The definition of “Benchmark Replacement Adjustment” in Section 1.1 of the  Existing Credit Agreement is hereby amended and restated in its entirety as follows:  “Benchmark Replacement Adjustment” means, with respect to any  replacement of the then-current Benchmark with an Unadjusted Benchmark  Replacement for any applicable Interest Period and Available Tenor for any setting  of such Unadjusted Benchmark Replacement:    (1) for purposes of clauses (a)(1) and (b) of the definition of “Benchmark  Replacement,” for any Available Tenor, an amount equal to 0.10% (10 basis  points);    (2) for purposes of clause (a)(2) of the definition of “Benchmark  Replacement,” an amount equal to 0.10% (10 basis points); and    (3) for purposes of clause (a)(3) of the definition of “Benchmark  Replacement,” the spread adjustment, or method for calculating or determining  





 






  -2-  such spread adjustment, (which may be a positive or negative value or zero) that  has been selected by the Administrative Agent and the Borrower giving due  consideration to (i) any selection or recommendation of a spread adjustment, or  method for calculating or determining such spread adjustment, for the replacement  of such Available Tenor of such Benchmark with the applicable Unadjusted  Benchmark Replacement by the Relevant Governmental Body on the applicable  Benchmark Replacement Date or (ii) any evolving or then-prevailing market  convention for determining a spread adjustment, or method for calculating or  determining such spread adjustment, for the replacement of such Available Tenor  of such Benchmark with the applicable Unadjusted Benchmark Replacement for  Dollar-denominated syndicated credit facilities.    b. The definition of “SOFR” in Section 1.1 of the Existing Credit Agreement is hereby  amended and restated in its entirety as follows:  “SOFR” means a rate equal to the secured overnight financing rate as  administered by the SOFR Administrator.    c. The definition of “Term SOFR” in Section 1.1 of the Existing Credit Agreement is  hereby amended and restated in its entirety as follows:  “Term SOFR” means,    (a) for any calculation other than with respect to a Base Rate Loan, the  Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period  on the day (such day, the “Periodic Term SOFR Determination Day”) that is two  (2) U.S. Government Securities Business Days prior to the first day of such Interest  Period, as such rate is published by the Term SOFR Administrator; provided,  however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR  Determination Day the Term SOFR Reference Rate for the applicable tenor has not  been published by the Term SOFR Administrator and a Benchmark Replacement  Date with respect to the Term SOFR Reference Rate has not occurred, then Term  SOFR will be the Term SOFR Reference Rate for such tenor as published by the  Term SOFR Administrator on the first preceding U.S. Government Securities  Business Day for which such Term SOFR Reference Rate for such tenor was  published by the Term SOFR Administrator so long as such first preceding U.S.  Government Securities Business Day is not more than three (3) U.S. Government  Securities Business Days prior to such Periodic Term SOFR Determination Day;  and    (b) for any calculation with respect to a Base Rate Loan on any day, the  Term SOFR Reference Rate for a tenor of one month on the day (such day, the  “Base Rate Term SOFR Determination Day”) that is two (2) U.S. Government  Securities Business Days prior to such day, as such rate is published by the Term  SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City  





 






  -3-  time) on any Base Rate Term SOFR Determination Day the Term SOFR Reference  Rate for the applicable tenor has not been published by the Term SOFR  Administrator and a Benchmark Replacement Date with respect to the Term SOFR  Reference Rate has not occurred, then Term SOFR will be the Term SOFR  Reference Rate for such tenor as published by the Term SOFR Administrator on  the first preceding U.S. Government Securities Business Day for which such Term  SOFR Reference Rate for such tenor was published by the Term SOFR  Administrator so long as such first preceding U.S. Government Securities Business  Day is not more than three (3) U.S. Government Securities Business Days prior to  such Base Rate Term SOFR Determination Day.    d. Section 1.1 of the Existing Credit Agreement is hereby amended by adding the  following definitions in alphabetical order:  “Term SOFR Administrator” means CME Group Benchmark  Administration Limited (CBA) (or a successor administrator of the Term SOFR  Reference Rate selected by the Administrative Agent in its reasonable discretion).  “Term SOFR Reference Rate” means the forward-looking term rate based  on SOFR.  “U.S. Government Securities Business Day” means any day except for (a)  a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial  Markets Association recommends that the fixed income departments of its  members be closed for the entire day for purposes of trading in United States  government securities; provided, that for purposes of notice requirements in  Sections 2.1, 2.2, 2.8, 2.9 and 2.10, in each case, such day is also a Business Day.    2. Conditions to Effectiveness. This Amendment shall not be effective until the  Administrative Agent shall have received counterparts of this Amendment duly executed  and delivered by the Borrower, the Administrative Agent, and the Lenders.  3. Representations and Warranties.  Except for changes in factual circumstances not expressly  prohibited hereunder, the representations and warranties of the Borrower contained in  Article VII of the Amended Credit Agreement or any other Loan Document are true and  correct in all material respects (except to the extent that any such representation and  warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language, in  which case it shall be true and correct in all respects (after giving effect to any such  qualification)) on and as of the date hereof; provided, if any such representations and  warranties specifically refer to an earlier date, they shall be true and correct in all material  respects (except to the extent that any such representation and warranty is qualified as to  “materiality,” “Material Adverse Effect” or similar language, in which case it shall be true  and correct in all respects (after giving effect to any such qualification)) as of such earlier  date.  





 






  -4-  4. Early Opt-In Election.  The parties hereto agree that this Amendment constitutes the  notification by the Administrative Agent and the joint election by the Administrative Agent  and the Borrower contemplated in the definition of “Early Opt-In Election” under the  Amended Credit Agreement, and hereby waive any requirement to identify any outstanding  dollar-denominated syndicated credit facilities in connection with the exercise of such  Early Opt-In Election.  In connection therewith, each of the undersigned Lenders consents  to the amendments contemplated by Section 1 hereof and agrees that no further action  (including negative consent) is required to effect the Benchmark Replacement under  Section 5.2(c) of the Amended Credit Agreement.  With respect to the foregoing election,  the parties hereto hereby agree that the Benchmark Replacement as of the effective date of  this Amendment shall be Term SOFR plus the applicable Benchmark Replacement  Adjustment (as modified pursuant to this Amendment).    5. Limited Amendment; Ratification of Loan Documents.  Except as specifically amended or  modified hereby, the terms and conditions of the Existing Credit Agreement and the other  Loan Documents shall remain in full force and effect, and are hereby ratified and affirmed  in all respects.  This Amendment shall not be deemed a waiver of, or consent to, or a  modification or amendment of, any other term or condition of the Existing Credit  Agreement or any other Loan Document, except as expressly set forth herein.  6. Governing Law. This Amendment shall be governed by and construed in accordance with  the laws of the State of New York.   7. Miscellaneous. This Amendment may be executed in any number of counterparts, which  shall together constitute an entire original agreement, and shall be binding upon and inure  to the benefit of the parties hereto and their respective successors and assigns.  This  Amendment expresses the entire understanding of the parties with respect to the  transactions contemplated hereby.  No prior negotiations or discussions shall limit, modify,  or otherwise affect the provisions hereof.  Any determination that any provision of this  Amendment or any application hereof is invalid, illegal, or unenforceable in any respect  and in any instance shall not affect the validity, legality, or enforceability of such provision  in any other instance, or the validity, legality, or enforceability of any other provisions of  this Amendment.  The Borrower represents and warrants that it has consulted with  independent legal counsel of its selection in connection herewith and is not relying on any  representations or warranties of the Administrative Agent or the Lenders or their counsel  in entering into this Amendment. This Amendment shall constitute a Loan Document.  *******  





 






  Signature Page to First Amendment to Credit Agreement  Saul Holdings Limited Partnership  IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly  executed as of the date first above written.      SAUL HOLDINGS LIMITED PARTNERSHIP  as the Borrower    By: Saul Centers, Inc., its General Partner        By: /s/ Carlos L. Heard  Name: Carlos L. Heard  Title: Senior Vice President and Chief Financial Officer  





 






  Signature Page to First Amendment to Credit Agreement  Saul Holdings Limited Partnership  WELLS FARGO BANK, NATIONAL  ASSOCIATION  as Administrative Agent, an Issuing Bank, the  Swingline Lender, and a Lender        By: /s/ Michael Pfaff   Name: Michael Pfaff  Title: Director     





 






  Signature Page to First Amendment to Credit Agreement  Saul Holdings Limited Partnership  CAPITAL ONE, NATIONAL ASSOCIATION  as Syndication Agent and a Lender        By: /s/ Peter Ilovic   Name: Peter Ilovic  Title: Authorized Signatory    





 






  Signature Page to First Amendment to Credit Agreement  Saul Holdings Limited Partnership  U.S. BANK NATIONAL ASSOCIATION,  as a Lender        By: /s/ Brian J. Gormley   Name: Brian J. Gormley  Title: Senior Vice President    





 






  Signature Page to First Amendment to Credit Agreement  Saul Holdings Limited Partnership  TD BANK, N.A.,  as a Lender        By: /s/ William M. Brandt, Jr.   Name: William M. Brandt, Jr.  Title: Vice President    





 






  Signature Page to First Amendment to Credit Agreement  Saul Holdings Limited Partnership  REGIONS BANK,  as a Lender        By: /s/ Walter E. Rivadeneira   Name: Walter E. Rivadeneira  Title: Senior Vice President    





 






  Signature Page to First Amendment to Credit Agreement  Saul Holdings Limited Partnership  PNC BANK, NATIONAL ASSOCIATION,  as a Lender        By: /s/ Katie Chowdhry   Name: Katie Chowdhry  Title:   Senior Vice President    





 






  Signature Page to First Amendment to Credit Agreement  Saul Holdings Limited Partnership  ASSOCIATED BANK, NATIONAL  ASSOCIATION,  as a Lender        By: /s/ Mitchell Vega   Name: Mitchell Vega  Title: Senior Vice President 





 






  Signature Page to Reaffirmation of Guaranty  Saul Holdings Limited Partnership  Each of the undersigned, as Guarantor under that certain Guaranty dated as of August 31,  2021, hereby consents to the foregoing First Amendment to Credit Agreement and acknowledges  and agrees that the Guaranty dated as of August 31, 2021 and executed by the undersigned remains  in full force and effect.      SAUL CENTERS, INC.  as a Guarantor      By: /s/ Carlos L. Heard    Name: Carlos L. Heard  Title: Senior Vice President and Chief Financial Officer    Address for Notices for all Guarantors:    c/o SAUL CENTERS, INC.  7501 Wisconsin Ave., Suite 1500 E  Bethesda, MD 20814  Attention: Carlos L. Heard, Senior Vice President, CFO  Facsimile: (301) 986-6023  Telephone: (301) 986-6022      SAUL SUBSIDIARY I LIMITED PARTNERSHIP  as a Guarantor    By: Saul Centers, Inc., General Partner      By: /s/ Carlos L. Heard  Name: Carlos L. Heard  Title: Senior Vice President and Chief Financial Officer      SAUL SUBSIDIARY II LIMITED PARTNERSHIP  as a Guarantor    By: Saul Centers, Inc., General Partner      By: /s/ Carlos L. Heard  Name: Carlos L. Heard  Title: Senior Vice President and Chief Financial Officer        





 






  Signature Page to Reaffirmation of Guaranty  Saul Holdings Limited Partnership  BRIGGS CHANEY PLAZA, LLC  as a Guarantor    By: Saul Centers, Inc., Manager      By: /s/ Carlos L. Heard  Name: Carlos L. Heard  Title: Senior Vice President and Chief Financial Officer      11503 ROCKVILLE PIKE LLC  as a Guarantor        By: /s/ Carlos L. Heard  Name: Carlos L. Heard  Title: Senior Vice President and Chief Financial Officer      ROCKVILLE PIKE HOLDINGS LLC  as a Guarantor    By: Saul Centers, Inc., Manager      By: /s/ Carlos L. Heard  Name: Carlos L. Heard  Title: Senior Vice President and Chief Financial Officer      1500 ROCKVILLE PIKE LLC  as a Guarantor        By: /s/ Carlos L. Heard  Name: Carlos L. Heard  Title: Senior Vice President and Chief Financial Officer              





 






  Signature Page to Reaffirmation of Guaranty  Saul Holdings Limited Partnership  SMALLWOOD VILLAGE CENTER LLC  as a Guarantor    By: Saul Centers, Inc., Manager      By: /s/ Carlos L. Heard  Name: Carlos L. Heard  Title: Senior Vice President and Chief Financial Officer      WESTVIEW VILLAGE CENTER LLC  as a Guarantor    By: Saul Centers, Inc., Manager      By: /s/ Carlos L. Heard  Name: Carlos L. Heard  Title: Senior Vice President and Chief Financial Officer      METRO PIKE CENTER LLC  as a Guarantor        By: /s/ Carlos L. Heard  Name: Carlos L. Heard  Title: Senior Vice President and Chief Financial Officer      THRUWAY SHOPPING CENTER LLC  as a Guarantor        By: /s/ Carlos L. Heard  Name: Carlos L. Heard  Title: Senior Vice President and Chief Financial Officer