exhibit10a






Exhibit 10.(a)  1      EIGHTEENTH AMENDMENT TO THE  FIRST AMENDED AND RESTATED  AGREEMENT OF LIMITED PARTNERSHIP OF   SAUL HOLDINGS LIMITED PARTNERSHIP   THIS EIGHTEENTH AMENDMENT TO THE FIRST AMENDED AND RESTATED  AGREEMENT OF LIMITED PARTNERSHIP OF SAUL HOLDINGS LIMITED  PARTNERSHIP (this “Amendment”), dated as of October 18, 2021, is entered into by the  undersigned parties.  W  I  T  N  E  S  S  E  T  H:   WHEREAS, Saul Holdings Limited Partnership (the “Partnership”) was formed as a  Maryland limited partnership pursuant to that certain Certificate of Limited Partnership dated  June 16, 1993 and filed on June 16, 1993 among the partnership records of the Maryland State  Department of Assessments and Taxation, and that certain Agreement of Limited Partnership  dated June 16, 1993 (the “Original Agreement”);  WHEREAS, the Original Agreement was amended and restated in its entirety by that  certain First Amended and Restated Agreement of Limited Partnership of the Partnership dated  August 26, 1993, which was further amended by that certain First Amendment dated August 26,  1993, by that certain Second Amendment dated March 31, 1994, by that certain Third  Amendment dated July 21, 1994, by that certain Fourth Amendment dated December 1, 1996, by  that certain Fifth Amendment dated July 6, 2000, by that certain Sixth Amendment dated  November 5, 2003, by that certain Seventh Amendment dated November 26, 2003 , by that  certain Eighth Amendment dated December 31, 2007, by that certain Ninth Amendment dated  March 27, 2008, by that Tenth Amendment dated April 4, 2008, by that certain Eleventh  Amendment dated September 23, 2011, by that certain Twelfth Amendment dated February 12,  2013, by that certain Thirteenth Amendment dated November 12, 2014, by that certain  Fourteenth Amendment dated January 23, 2018, by that certain Fifteenth Amendment dated May  9, 2018, by that certain Sixteenth Amendment dated September 17, 2019, and by that certain  Seventeenth Amendment dated June 29, 2021 (as amended, the “Agreement”);   WHEREAS, pursuant to a Contribution Agreement, dated November 5, 2019, as  amended by that certain First Amendment to the Contribution Agreement dated March 5, 2021   (as amended, the “Contribution Agreement”), among the Partnership and 1592 Rockville Pike  LLC, an affiliate of the Partnership (the “Company”), the Company agreed to contribute certain  fee and leasehold interests in certain land and the improvements located thereon known as  Twinbrook Quarter to the Partnership in exchange (at a time and on the terms and conditions set  forth in the Contribution Agreement) for Partnership Units;    WHEREAS, the undersigned parties, constituting all of the Partners of the Partnership,  desire to amend Exhibit A to the Agreement to reflect such additional Capital Contribution and  to consent to the issuance of additional Partnership Units in accordance with the terms set forth  in the Contribution Agreement.    





 






Exhibit 10.(a)  2       NOW, THEREFORE, in consideration of the mutual covenants and agreements herein  contained and other good and valuable consideration, the receipt, adequacy and sufficiency of  which are hereby acknowledged, the undersigned parties, intending legally to be bound, hereby  agree as follows:  1. The Exhibit A attached to the Agreement is hereby deleted in its entirety and replaced  as contemplated by the Exhibit A attached hereto.  2. Notwithstanding anything in the Agreement to the contrary, the General Partner and  the Limited Partners party hereto, who hold in the aggregate more than fifty percent  (50%) of the total Partnership Interests held by the Limited Partners, hereby consent  to the issuance of additional Partnership Units to the Company in accordance with the  terms set forth in the Contribution Agreement, which Partnership Units shall carry the  Rights set forth in the Agreement. Immediately following the issuance of such  Partnership Units to the Company, the Company shall be a Limited Partner for all  purposes under the Agreement.  3. Except as the context may otherwise require, any terms used in this Amendment that  are defined in the Agreement shall have the same meaning for purposes of this  Amendment as in the Agreement.  4. Except as specifically amended hereby, the terms, covenants, provisions and  conditions of the Agreement shall remain and continue in full force and effect and,  except as amended hereby, all of the terms, covenants, provisions and conditions of  the Agreement are hereby ratified and confirmed in all respects.  5. This Amendment may be executed in counterparts, all of which together shall  constitute one agreement binding on all the parties hereto, notwithstanding that all  such parties are not signatories to the original or the same counterpart.  Each party  shall become bound by this Amendment immediately upon affixing its signature  hereto.    [Signature Page Follows]  





 






Exhibit 10.(a)  3      IN WITNESS WHEREOF, the undersigned parties have executed this Amendment as  of the date first written above.         GENERAL PARTNER       SAUL CENTERS, INC.,       a Maryland corporation         By:     /s/ Carlos L. Heard                      Name:  Carlos L. Heard                  Title:    Senior Vice President and                     Chief Financial Officer           LIMITED PARTNERS         B. F. SAUL REAL ESTATE INVESTMENT         TRUST, a Maryland unincorporated business trust         By:      /s/ B. Francis Saul II                     Name:  B. Francis Saul II                  Title:    Chairman and                     Chief Executive Officer                WESTMINSTER INVESTING, LLC,             a Maryland limited liability company         By:     /s/ B. Francis Saul II                     Name:  B. Francis Saul II                  Title:    President                  VAN NESS SQUARE CORPORATION, a          Maryland corporation          By:     /s/ B. Francis Saul II                     Name:  B. Francis Saul II                  Title:    President                





 






Exhibit 10.(a)  4  DEARBORN, L.L.C.,   a Delaware limited liability company  By:     /s/ B. Francis Saul II             Name:  B. Francis Saul II             Title:    Chief Executive Officer  B.F. SAUL PROPERTY COMPANY,  a Maryland corporation   By:     /s/ B. Francis Saul II             Name:  B. Francis Saul II             Title:    Chairman of the Board  AVENEL EXECUTIVE PARK PHASE II,  L.L.C., a Maryland limited liability company By:     /s/ D. Todd Pearson             Name: D. Todd Pearson             Title:   President  1592 ROCKVILLE PIKE LLC,  a Delaware limited liability company  By:     /s/ B. Francis Saul II             Name:  B. Francis Saul II             Title:    Chief Executive Officer  





 






Exhibit 10.(a)  5  Exhibit A  





 






Exhibit 10.(a) 6