ex102guaranty62414







Execution copy      AMENDED AND RESTATED GUARANTY       THIS AMENDED AND RESTATED GUARANTY dated as of June 24, 2014 (the “Guaranty”)   executed and delivered by each of the undersigned and the other Persons from time to time party hereto   pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (all of   the undersigned, together with such other Persons each a “Guarantor” and collectively, the “Guarantors”)   in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative   Agent (the “Administrative Agent”) for the Lenders under that certain Amended and Restated Credit   Agreement dated as of June 24, 2014 (as amended, restated, supplemented or otherwise modified from   time to time, the “Credit Agreement”), by and among Saul Holdings Limited Partnership (the   “Borrower”), the Lenders from time to time parties thereto (the “Lenders”), the Issuing Banks from time   to time parties thereto (the “Issuing Banks”), the Administrative Agent, and the other parties thereto, for   its benefit and the benefit of the Lenders, the Issuing Banks and the Specified Derivatives Providers (the   Administrative Agent, the Lenders, the Issuing Banks and the Specified Derivatives Providers, each   individually a “Guarantied Party” and collectively, the “Guarantied Parties”).       WHEREAS, the Guarantors are currently party to that certain Guaranty dated as of May 21, 2012   (as amended or otherwise modified immediately prior to the effectiveness of this Agreement, the   “Existing Guaranty”)  and have agreed to enter into this Guaranty in order to amend and restate the   Existing Guaranty in its entirety;      WHEREAS, pursuant to the Credit Agreement, the Administrative Agent and the Lenders have   agreed to make available to the Borrower certain financial accommodations on the terms and conditions   set forth in the Credit Agreement;       WHEREAS, each Guarantor is owned or controlled by the Borrower, or is otherwise an Affiliate   of the Borrower;       WHEREAS, the Borrower, each Guarantor and the other Subsidiaries of the Borrower, though   separate legal entities, are mutually dependent on each other in the conduct of their respective businesses   as an integrated operation and have determined it to be in their mutual best interests to obtain financing   from the Administrative Agent, the Lenders and the Issuing Banks, and to enter into Specified   Derivatives Contracts,  through their collective efforts;       WHEREAS, each Guarantor acknowledges that it will receive direct and indirect benefits from   the Administrative Agent, the Lenders and the Issuing Banks making such financial accommodations   available to the Borrower under the Credit Agreement and from the Specified Derivatives Providers   entering into Specified Derivatives Contracts and, accordingly, each Guarantor is willing to guarantee the   Borrower’s obligations to the Administrative Agent, the Lenders and the Issuing Banks and the   Borrower’s and/or any Subsidiary’s obligations to the Specified Derivatives Providers on the terms and   conditions contained herein; and       WHEREAS, each Guarantor’s execution and delivery of this Guaranty is a condition to the   Administrative Agent and the other Guarantied Parties’ making, and continuing to make, such financial   accommodations to the Borrower.       NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which   are hereby acknowledged by each Guarantor, each Guarantor agrees as follows:        





 







2    Section 1.  Guaranty.  Each Guarantor hereby absolutely, irrevocably and unconditionally   guaranties the due and punctual payment and performance when due, whether at stated maturity, by   acceleration or otherwise, of all of the following (collectively referred to as the “Guarantied Obligations”   (provided, however, that the definition of “Guarantied Obligations” shall not create any guarantee by any   Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any Excluded Swap   Obligations of such Guarantor for purposes of determining any obligations of any Guarantor)): (a) all   indebtedness and obligations owing by the Borrower or any other Loan Party to any Lender or the   Administrative Agent under or in connection with the Credit Agreement and any other Loan Document to   which the Borrower or such other Loan Party is a party, including without limitation, the repayment of all   principal of the Revolving Loans and Swingline Loans, all Letter of Credit Liabilities, and the payment   of all interest, fees, charges, reasonable attorneys’ fees and other amounts payable to any Lender, the   Issuing Banks or the Administrative Agent thereunder or in connection therewith; (b) all Specified   Derivatives Obligations; (c) any and all extensions, renewals, modifications, amendments or substitutions   of the foregoing; (d) all expenses, including, without limitation, reasonable attorneys’ fees and   disbursements, that are incurred by the Administrative Agent or any other Guarantied Party in the   enforcement of any of the foregoing or any obligation of such Guarantor hereunder; and (e) all other   Obligations.       Section 2.  Guaranty of Payment and Not of Collection.  This Guaranty is a guaranty of payment,   and not of collection, and a debt of each Guarantor for its own account.  Accordingly, the Guarantied   Parties shall not be obligated or required before enforcing this Guaranty against any Guarantor: (a) to   pursue any right or remedy the Guarantied Parties may have against the Borrower, any other Loan Party   or any other Person or commence any suit or other proceeding against the Borrower, any other Loan   Party or any other Person in any court or other tribunal; (b) to make any claim in a liquidation or   bankruptcy of the Borrower, any other Loan Party or any other Person; (c) to make demand of the   Borrower, any other Loan Party or any other Person; or (d) to enforce or seek to enforce or realize upon   any collateral security held by the Guarantied Parties which may secure any of the Guarantied   Obligations.         Section 3.  Guaranty Absolute.  Each Guarantor guarantees that the Guarantied Obligations will   be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any   Applicable Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of   the Guarantied Parties with respect thereto.  The liability of each Guarantor under this Guaranty shall be   absolute, irrevocable and unconditional in accordance with its terms and shall remain in full force and   effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise   affected by, any circumstance or occurrence whatsoever, including without limitation, the following   (whether or not such Guarantor consents thereto or has notice thereof):       (a) (i) any change in the amount, interest rate or due date or other term of any of the   Guarantied Obligations, (ii) any change in the time, place or manner of payment of all or any portion of   the Guarantied Obligations, (iii) any amendment or waiver of, or consent to the departure from or other   indulgence with respect to, the Credit Agreement, any other Loan Document or any other document or   instrument evidencing or relating to any Guarantied Obligations, or (iv) any waiver, renewal, extension,   addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the   Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements   relating to the Guarantied Obligations or any other instrument or agreement referred to therein or   evidencing any Guarantied Obligations or any assignment or transfer of any of the foregoing;       (b) any lack of validity or enforceability of the Credit Agreement, any of the other Loan   Documents, or Specified Derivatives Contracts (the “Credit Documents”) or any other document,     





 







3   instrument or agreement referred to therein or evidencing any Guarantied Obligations or any assignment   or transfer of any of the foregoing;       (c) any furnishing to the Guarantied Parties of any security for the Guarantied Obligations,   or any sale, exchange, release or surrender of, or realization on, any collateral securing any of the   Guarantied Obligations;       (d) any settlement or compromise by the Borrower or any other Loan Party of any of the   Guarantied Obligations, any security therefor, or any liability of any other party with respect to the   Guarantied Obligations, or any subordination of the payment of the Guarantied Obligations to the   payment of any other liability of the Borrower or any other Loan Party;       (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution,   liquidation or other like proceeding relating to such Guarantor, the Borrower, any other Loan Party or   any other Person, or any action taken with respect to this Guaranty by any trustee or receiver, or by any   court, in any such proceeding;       (f) any act or failure to act by the Borrower, any other Loan Party or any other Person which   may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower or any other Loan   Party to recover payments made under this Guaranty;       (g) any nonperfection or impairment of any security interest or other Lien on any collateral,   if any, securing in any way any of the Guarantied Obligations;       (h) any application of sums paid by the Borrower, any Guarantor or any other Person with   respect to the liabilities of the Borrower to the Guarantied Parties, regardless of what liabilities of the   Borrower remain unpaid;       (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the   exercise thereof; or       (j) any other circumstance which might otherwise constitute a defense available to, or a   discharge of, a Guarantor hereunder (other than indefeasible payment in full in cash or release or   termination of the obligations of any Guarantor hereunder by the Guarantied Parties pursuant to the terms   of the Credit Agreement).         Section 4.  Action with Respect to Guarantied Obligations.  The Guarantied Parties may, at any   time and from time to time, without the consent of, or notice to, any Guarantor, and without discharging   any Guarantor from its obligations hereunder, take any and all actions described in Section 3. and may   otherwise: (a) amend, modify, alter or supplement the terms of any of the Guarantied Obligations,   including, but not limited to, extending or shortening the time of payment of any of the Guarantied   Obligations or changing the interest rate that may accrue on any of the Guarantied Obligations;   (b) amend, modify, alter or supplement the Credit Agreement or any other Credit Document; (c) sell,   exchange, release or otherwise deal with all, or any part, of any collateral securing any of the Guarantied   Obligations; (d) release any Loan Party or other Person liable in any manner for the payment or   collection of the Guarantied Obligations; (e) exercise, or refrain from exercising, any rights against the   Borrower, any other Loan Party or any other Person; and (f) apply any sum, by whomsoever paid or   however realized, to the Guarantied Obligations in such order as the Guarantied Parties shall elect, in the   case of each of the foregoing clauses (a) through (e) above, pursuant to the terms of the Credit   Agreement and the other Loan Documents.     





 







4       Section 5.  Representations and Warranties.  Each Guarantor hereby makes to the Administrative   Agent and the other Guarantied Parties all of the representations and warranties made by the Borrower   with respect to such Guarantor in the Credit Agreement and the other Loan Documents, as if the same   were set forth herein in full mutatis mutandis.       Section 6.  Covenants.  Each Guarantor will comply with all covenants with which the Borrower   is to cause such Guarantor to comply under the terms of the Credit Agreement or any of the other Loan   Documents.       Section 7.  Waiver.  Each Guarantor, to the fullest extent permitted by Applicable Law, hereby   waives notice of acceptance hereof or any presentment, demand, protest or notice of any kind, other than   demand for payment hereunder, and any other act or thing, or omission or delay to do any other act or   thing, which in any manner or to any extent might vary the risk of such Guarantor or which otherwise   might operate to discharge such Guarantor from its obligations hereunder.       Section 8.  Inability to Accelerate Loan.  If the Guarantied Parties or any of them are prevented   under Applicable Law or otherwise from demanding or accelerating payment of any of the Guarantied   Obligations by reason of any automatic stay or otherwise, the Administrative Agent and/or the other   Guarantied Parties shall be entitled to receive from each Guarantor, upon demand therefor, the sums   which otherwise would have been due had such demand or acceleration occurred.       Section 9.  Reinstatement of Guarantied Obligations.  If claim is ever made on the Administrative   Agent or any other Guarantied Party for repayment or recovery of any amount or amounts received in   payment or on account of any of the Guarantied Obligations, and the Administrative Agent or such other   Guarantied Party repays all or part of said amount by reason of (a) any judgment, decree or order of any   court or administrative body of competent jurisdiction, or (b) any settlement or compromise of any such   claim effected by the Administrative Agent or such other Guarantied Party with any such claimant   (including the Borrower or a trustee in bankruptcy for the Borrower), then and in such event each   Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding on it,   notwithstanding any revocation hereof or the cancellation of the Credit Agreement, any of the other Loan   Documents, or any other instrument evidencing any liability of the Borrower, and such Guarantor shall   be and remain liable to the Administrative Agent or such other Guarantied Party for the amounts so   repaid or recovered to the same extent as if such amount had never originally been paid to the   Administrative Agent or such other Guarantied Party, except to the extent such amount is determined, in   a final, non-appealable judgment by a court of competent jurisdiction, to have been collected by the   Administrative Agent or such other Guarantied Party in violation of the Credit Agreement or other Loan   Document.       Section 10.  Subrogation.  Upon the making by any Guarantor of any payment hereunder for the   account of the Borrower, such Guarantor shall be subrogated to the rights of the payee against the   Borrower; provided, however, that such Guarantor shall not enforce any right or receive any payment by   way of subrogation or otherwise take any action in respect of any other claim or cause of action such   Guarantor may have against the Borrower arising by reason of any payment or performance by such   Guarantor pursuant to this Guaranty, unless and until all of the Guarantied Obligations have been   indefeasibly paid and performed in full.  If any amount shall be paid to such Guarantor on account of or   in respect of such subrogation rights or other claims or causes of action, such Guarantor shall hold such   amount in trust for the benefit of the Guarantied Parties and shall forthwith pay such amount to the   Administrative Agent to be credited and applied against the Guarantied Obligations, whether matured or     





 







5   unmatured, in accordance with the terms of the Credit Agreement or to be held by the Administrative   Agent as collateral security for any Guarantied Obligations existing.       Section 11. Payments Free and Clear.  All sums payable by each Guarantor hereunder, whether   of principal, interest, fees, expenses, premiums or otherwise, shall be paid in full, without set-off or   counterclaim or any deduction or withholding whatsoever (including any Taxes, subject to Section 3.10.   of the Credit Agreement), and if such Guarantor is required by Applicable Law or by any Governmental   Authority to make any such deduction or withholding such Guarantor shall pay to the Administrative   Agent and the Lenders such additional amount as will result in the receipt by the Administrative Agent   and the Lenders of the full amount payable hereunder had such deduction or withholding not occurred or   been required.      Section 12.  Set-off.  In addition to any rights now or hereafter granted under any of the other   Loan Documents or Applicable Law and not by way of limitation of any such rights, each Guarantor   hereby authorizes each Guarantied Party, at any time while an Event of Default exists, without any prior   notice to such Guarantor or to any other Person, any such notice being hereby expressly waived, but in   the case of a Lender, a Specified Derivatives Provider, or an Issuing Bank subject to receipt of the prior   written consent of the Administrative Agent and Requisite Lenders, exercised in their sole discretion, to   set-off and to appropriate and to apply any and all deposits (general or special, including, but not limited   to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other   indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender or   such Specified Derivatives Provider, any affiliate of the Administrative Agent, such Issuing Bank, or   such Lender to or for the credit or the account of the Borrower against and on account of any of the   Guarantied Obligations, although such obligations shall be contingent or unmatured.        Section 13.  Subordination.  Each Guarantor hereby expressly covenants and agrees for the   benefit of the Guarantied Parties that all obligations and liabilities of the Borrower to such Guarantor of   whatever description, including without limitation, all intercompany receivables of such Guarantor from   the Borrower (collectively, the “Junior Claims”) shall be subordinate and junior in right of payment to all   Guarantied Obligations.  If an Event of Default shall exist, then no Guarantor shall accept any direct or   indirect payment (in cash, property or securities, by setoff or otherwise) from the Borrower on account of   or in any manner in respect of any Junior Claim until all of the Guarantied Obligations have been   indefeasibly paid in full.       Section 14.  Avoidance Provisions.  It is the intent of each Guarantor, the Administrative Agent   and the other Guarantied Parties that in any Proceeding, such Guarantor’s maximum obligation hereunder   shall equal, but not exceed, the maximum amount which would not otherwise cause the obligations of   such Guarantor hereunder (or any other obligations of such Guarantor to the Guarantied Parties) to be   avoidable or unenforceable against such Guarantor in such Proceeding as a result of Applicable Law,   including without limitation, (a) Section 548 of the Bankruptcy Code of 1978, as amended (the   “Bankruptcy Code”) and (b) any state fraudulent transfer or fraudulent conveyance act or statute applied   in such Proceeding, whether by virtue of Section 544 of the Bankruptcy Code or otherwise.  The   Applicable Laws under which the possible avoidance or unenforceability of the obligations of such   Guarantor hereunder (or any other obligations of such Guarantor to the Guarantied Parties) shall be   determined in any such Proceeding are referred to as the “Avoidance Provisions”.  Accordingly, to the   extent that the obligations of any Guarantor hereunder would otherwise be subject to avoidance under the   Avoidance Provisions, the maximum Guarantied Obligations for which such Guarantor shall be liable   hereunder shall be reduced to that amount which, as of the time any of the Guarantied Obligations are   deemed to have been incurred under the Avoidance Provisions, would not cause the obligations of any   Guarantor hereunder (or any other obligations of such Guarantor to the Guarantied Parties), to be subject     





 







6   to avoidance under the Avoidance Provisions.  This Section is intended solely to preserve the rights of   the Administrative Agent and the other Guarantied Parties hereunder to the maximum extent that would   not cause the obligations of any Guarantor hereunder to be subject to avoidance under the Avoidance   Provisions, and no Guarantor or any other Person shall have any right or claim under this Section as   against the Guarantied Parties that would not otherwise be available to such Person under the Avoidance   Provisions.       Section 15.  Information.  Each Guarantor assumes all responsibility for being and keeping itself   informed of the financial condition of the Borrower and the other Loan Parties, and of all other   circumstances bearing upon the risk of nonpayment of any of the Guarantied Obligations and the nature,   scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that neither   of the Administrative Agent nor any other Guarantied Party shall have any duty whatsoever to advise any   Guarantor of information regarding such circumstances or risks.       Section 16.  Governing Law.  THIS GUARANTY SHALL BE GOVERNED BY, AND   CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK   APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH   STATE.       SECTION 17.  WAIVER OF JURY TRIAL.        (a) EACH GUARANTOR, AND EACH OF THE ADMINISTRATIVE AGENT AND THE   OTHER GUARANTIED PARTIES BY ACCEPTING THE BENEFITS HEREOF, ACKNOWLEDGES   THAT ANY DISPUTE OR CONTROVERSY BETWEEN SUCH GUARANTOR, THE   ADMINISTRATIVE AGENT OR ANY OF THE OTHER GUARANTIED PARTES WOULD BE   BASED ON DIFFICULT AND COMPLEX ISSUES OF LAW AND FACT AND WOULD RESULT IN   DELAY AND EXPENSE TO THE PARTIES.  ACCORDINGLY, TO THE EXTENT PERMITTED BY   APPLICABLE LAW, EACH OF THE GUARANTORS, THE ADMINISTRATIVE AGENT AND THE   OTHER GUARANTIED PARTIES HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY   ACTION OR PROCEEDING OF ANY KIND OR NATURE IN ANY COURT OR TRIBUNAL IN   WHICH AN ACTION MAY BE COMMENCED BY OR AGAINST ANY PARTY HERETO ARISING   OUT OF THIS GUARANTY.       (b) EACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLY AGREES THAT   IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR   DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR   OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, ANY ISSUING BANK,   OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS   GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING   HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW   YORK SITTING IN NEW YORK COUNTY, AND OF THE UNITED STATES DISTRICT COURT OF   THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY   THEREOF, AND EACH OF THE PARTIES HERETO, AND EACH OF THE ADMINISTRATIVE   AGENT AND THE OTHER GUARANTIED PARTIES BY ACCEPTING THE BENEFITS HEREOF,   IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH   COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION   OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT   OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL   COURT.  EACH PARTY FURTHER WAIVES ANY OBJECTION THAT IT MAY NOW OR   HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH     





 







7   COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT   FORUM AND EACH AGREES NOT TO PLEAD OR CLAIM THE SAME.  THE CHOICE OF   FORUM SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE   BRINGING OF ANY ACTION BY THE ADMINISTRATIVE AGENT OR ANY OTHER   GUARANTIED PARTY OR THE ENFORCEMENT BY THE ADMINISTRATIVE AGENT OR ANY   OTHER GUARANTIED PARTY OF ANY JUDGMENT OBTAINED IN SUCH FORUM IN ANY   OTHER APPROPRIATE JURISDICTION.       (c) THE PROVISIONS OF THIS SECTION HAVE BEEN CONSIDERED BY EACH   PARTY WITH THE ADVICE OF COUNSEL AND WITH A FULL UNDERSTANDING OF THE   LEGAL CONSEQUENCES THEREOF, AND SHALL SURVIVE THE PAYMENT OF THE LOANS   AND ALL OTHER AMOUNTS PAYABLE HEREUNDER OR UNDER THE OTHER LOAN   DOCUMENTS, THE TERMINATION OR EXPIRATION OF ALL LETTERS OF CREDIT AND THE   TERMINATION OF THIS GUARANTY.       Section 18.  Loan Accounts.  The Administrative Agent and each Lender may maintain books   and accounts setting forth the amounts of principal, interest and other sums paid and payable with respect   to the Guarantied Obligations arising under or in connection with the Credit Agreement, and in the case   of any dispute relating to any of the outstanding amount, payment or receipt of any of the Guarantied   Obligations or otherwise, the entries in such books and accounts shall constitute prima facie evidence of   amounts and other matters set forth therein.  The failure of the Administrative Agent or any Lender to   maintain such books and accounts shall not in any way relieve or discharge any Guarantor of any of its   obligations hereunder.       Section 19.  Waiver of Remedies.  No delay or failure on the part of the Administrative Agent or   any other Guarantied Party in the exercise of any right or remedy it may have against any Guarantor   hereunder or otherwise shall operate as a waiver thereof, and no single or partial exercise by the   Administrative Agent or any other Guarantied Party of any such right or remedy shall preclude any other   or further exercise thereof or the exercise of any other such right or remedy.       Section 20.  Termination.  This Guaranty shall remain in full force and effect with respect to   each Guarantor until payment in full in cash of the Guarantied Obligations and the other Obligations and   the termination or cancellation of the Credit Agreement and all Specified Derivatives Contracts in   accordance with their respective terms.       Section 21.  Successors and Assigns.  Each reference herein to the Administrative Agent or any   other Guarantied Party shall be deemed to include such Person’s respective successors and assigns   (including, but not limited to, any holder of the Guarantied Obligations) in whose favor the provisions of   this Guaranty also shall inure, and each reference herein to each Guarantor shall be deemed to include   such Guarantor’s successors and assigns, upon whom this Guaranty also shall be binding.  The   Guarantied Parties may, in accordance with the applicable provisions of the Credit Agreement and   Specified Derivatives Contracts, assign, transfer or sell any Guarantied Obligation, or grant or sell   participations in any Guarantied Obligations, to any Person without the consent of, or notice to, any   Guarantor and without releasing, discharging or modifying any Guarantor’s obligations hereunder.    Subject to Section 13.9. of the Credit Agreement, each Guarantor hereby consents to the delivery by the   Administrative Agent and any other Guarantied Party to any Eligible Assignee or Participant (or any   prospective Eligible Assignee or Participant) of any financial or other information regarding the   Borrower or any Guarantor.  No Guarantor may assign or transfer its obligations hereunder to any Person   without the prior written consent of all Lenders and any such assignment or other transfer to which all of   the Lenders have not so consented shall be null and void.     





 







8       Section 22.  JOINT AND SEVERAL OBLIGATIONS.  THE OBLIGATIONS OF THE   GUARANTORS HEREUNDER SHALL BE JOINT AND SEVERAL, AND ACCORDINGLY, EACH   GUARANTOR CONFIRMS THAT IT IS LIABLE FOR THE FULL AMOUNT OF THE   “GUARANTIED OBLIGATIONS” AND ALL OF THE OBLIGATIONS AND LIABILITIES OF EACH   OF THE OTHER GUARANTORS HEREUNDER.       Section 23.  Amendments.  This Guaranty may not be amended except in writing signed by the   Administrative Agent and each Guarantor, subject to Section 13.7 of the Credit Agreement.       Section 24.  Payments.  All payments to be made by any Guarantor pursuant to this Guaranty   shall be made in Dollars, in immediately available funds to the Administrative Agent at its Principal   Office, not later than 1:00 p.m. Central time, on the date one Business Day after demand therefor.       Section 25.  Notices.  All notices, requests and other communications hereunder shall be in   writing (including facsimile transmission or similar writing) and shall be given (a) to each Guarantor at   its address set forth below its signature hereto, (b) to the Administrative Agent or any other Guarantied   Party at its address for notices provided for in the Credit Agreement or Specified Derivatives Contracts,   as applicable, or (c) as to each such party at such other address as such party shall designate in a written   notice to the other parties.  Each such notice, request or other communication shall be effective (i) if   mailed, when received; (ii) if telecopied, when transmitted (with confirmation); or (iii) if hand delivered,   when delivered; provided, however, that any notice of a change of address for notices shall not be   effective until received.       Section 26.  Severability.  In case any provision of this Guaranty shall be invalid, illegal or   unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions   shall not in any way be affected or impaired thereby.       Section 27.  Headings.  Section headings used in this Guaranty are for convenience only and   shall not affect the construction of this Guaranty.       Section 28.  Limitation of Liability. Neither the Administrative Agent nor any other   Guarantied Party, nor any affiliate, officer, director, employee, attorney, or agent of the Administrative   Agent or any other Guarantied Party, shall have any liability with respect to, and each Guarantor hereby   waives, releases, and agrees not to sue any of them upon, any claim for any special, indirect, incidental,   or consequential damages suffered or incurred by a Guarantor in connection with, arising out of, or in   any way related to, this Guaranty or any of the other Credit Documents, or any of the transactions   contemplated by this Guaranty, the Credit Agreement or any of the other Loan Documents.  Each   Guarantor hereby waives, releases, and agrees not to sue the Administrative Agent or any other   Guarantied Party or any of the Administrative Agent’s or any other Guarantied Party’s affiliates, officers,   directors, employees, attorneys, or agents for punitive damages in respect of any claim in connection   with, arising out of, or in any way related to, this Guaranty, the Credit Agreement or any of the other   Credit Documents, or any of the transactions contemplated by thereby.       Section 29. Electronic Delivery of Certain Information.  Each Guarantor acknowledges and   agrees that information regarding the Guarantor may be delivered electronically pursuant to Section 9.5   of the Credit Agreement.        Section 30.  Definitions. (a) For the purposes of this Guaranty:        





 







9    “Proceeding” means any of the following: (x) any Guarantor shall:  (i) commence a voluntary   case under the Bankruptcy Code or other federal bankruptcy laws (as now or hereafter in effect); (ii) file   a petition seeking to take advantage of any other Applicable Laws, domestic or foreign, relating to   bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts; (iii) consent   to, or fail to contest in a timely and appropriate manner, any petition filed against it in an involuntary   case under such bankruptcy laws or other Applicable Laws or consent to any proceeding or action   described in the immediately following subsection (z); (iv) apply for or consent to, or fail to contest in a   timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian,   trustee, or liquidator of itself or of a substantial part of its property, domestic or foreign; (v) admit in   writing its inability to pay its debts as they become due; or (vi) make a general assignment for the benefit   of creditors; (y) the board of directors (or similar  governing body) of any Guarantor or any committee   thereof shall adopt any resolution or otherwise authorize any action to approve any of the actions referred   to in this definition of “Proceeding”; or (z) a case or other proceeding shall be commenced against any   Guarantor in any court of competent jurisdiction seeking:  (i) relief under the Bankruptcy Code or other   federal bankruptcy laws (as now or hereafter in effect) or under any other Applicable Laws, domestic or   foreign, relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of   debts; or (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of such Person, or of   all or any substantial part of the assets, domestic or foreign, of such Person, and in the case of either   clause (i) or (ii) such case or proceeding shall continue undismissed or unstayed for a period of 60   consecutive days, or an order granting the remedy or other relief requested in such case or proceeding   (including, but not limited to, an order for relief under such Bankruptcy Code or such other federal   bankruptcy laws) shall be entered.       (b) Terms not otherwise defined herein are used herein with the respective meanings given   them in the Credit Agreement.      Section 31.  Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely,   unconditionally and irrevocably undertakes to provide such funds or other support as may be needed   from time to time by each other Guarantor to honor all of its obligations under this Guaranty in respect of   Specified Derivatives Contracts (provided, however, that each Qualified ECP Guarantor shall only be   liable under this Section for the maximum amount of such liability that can be hereby incurred without   rendering its obligations under this Section or otherwise under this Guaranty voidable under applicable   law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount).  The   obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until   a discharge of such Qualified ECP Guarantor’s Guarantied Obligations in accordance with the terms   hereof and the other Loan Documents.  Each Qualified ECP Guarantor intends that this Section   constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for   the benefit of each other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity   Exchange Act.  As used herein, “Qualified ECP Guarantor” means, in respect of any Specified   Derivatives Contract, each Guarantor that has total assets exceeding $10,000,000 at the time the relevant   Guarantee or grant of the relevant security interest becomes or would become effective with respect to   such Specified Derivatives Contract or such other Person as constitutes an ECP and can cause another   Person to qualify as an ECP at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of   the Commodity Exchange Act.      [Signatures on Following Page]        





 







Signature Page to Amended and Restated Guaranty   IN WITNESS WHEREOF, each Guarantor has duly executed and delivered this Guaranty as of   the date and year first written above.            SAUL CENTERS, INC.   as a Guarantor         By: /s/ B. Francis Saul II   Name: B. Francis Saul II   Title: Chairman and CEO      Address for Notices for all Guarantors:      c/o SAUL CENTERS, INC.   7501 Wisconsin Ave., Suite 1500 E   Bethesda, MD 20814   Attention: Scott V. Schneider    Facsimile: (301) 986-6023   Telephone: (301) 986-6022         SAUL SUBSIDIARY I LIMITED PARTNERSHIP   as a Guarantor      By: Saul Centers, Inc., General Partner         By:  /s/ Scott V. Schneider   Name: Scott V. Schneider    Title: Chief Financial Officer, Treasurer and Secretary      SAUL SUBSIDIARY II LIMITED PARTNERSHIP   as a Guarantor      By: Saul Centers, Inc., General Partner         By:  /s/ Scott V. Schneider   Name: Scott V. Schneider    Title: Chief Financial Officer, Treasurer and Secretary                             





 







Signature Page to Amended and Restated Guaranty   11503 ROCKVILLE PIKE LLC   as a Guarantor      By: Saul Centers, Inc., Manager         By:  /s/ Scott V. Schneider   Name: Scott V. Schneider    Title: Chief Financial Officer, Treasurer and Secretary         1500 ROCKVILLE PIKE LLC   as a Guarantor      By: Saul Centers, Inc., Manager         By:  /s/ Scott V. Schneider   Name: Scott V. Schneider    Title: Chief Financial Officer, Treasurer and Secretary         AVENEL VI, INC.   as a Guarantor         By: /s/ Scott V. Schneider   Name: Scott V. Schneider    Title: Vice President, Treasurer and Secretary         BRIGGS CHANEY PLAZA, LLC   as a Guarantor      By: Saul Centers, Inc., Manager         By: /s/ Scott V. Schneider   Name: Scott V. Schneider    Title: Chief Financial Officer, Treasurer and Secretary           





 







Signature Page to Amended and Restated Guaranty   KENTLANDS LOT 1, LLC   as a Guarantor      By: Saul Centers, Inc., Manager         By: /s/ Scott V. Schneider   Name: Scott V. Schneider    Title: Chief Financial Officer, Treasurer and Secretary         ROCKVILLE PIKE HOLDINGS LLC   as a Guarantor      By: Saul Centers, Inc., Manager         By: /s/ Scott V. Schneider   Name: Scott V. Schneider    Title: Chief Financial Officer, Treasurer and Secretary         SMALLWOOD VILLAGE CENTER LLC   as a Guarantor      By: Saul Centers, Inc., Manager         By: /s/ Scott V. Schneider   Name: Scott V. Schneider    Title: Chief Financial Officer, Treasurer and Secretary         WESTVIEW VILLAGE CENTER LLC   as a Guarantor      By: Saul Centers, Inc., Manager         By: /s/ Scott V. Schneider   Name: Scott V. Schneider    Title: Chief Financial Officer, Treasurer and Secretary           





 







   ANNEX I      FORM OF ACCESSION AGREEMENT       THIS ACCESSION AGREEMENT dated as of ____________, ____, executed and delivered by   ______________________, a _____________ (the “New Guarantor”) in favor of WELLS FARGO   BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative   Agent”) for the Lenders under that certain Amended and Restated Credit Agreement dated as of June   [__], 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit   Agreement”), by and among Saul Holdings Limited Partnership (the “Borrower”), the Lenders from time   to time parties thereto (the “Lenders”), the Issuing Banks from time to time parties thereto (the “Issuing   Banks”), Wells Fargo Bank, National Association, as Administrative Agent (the “Administrative   Agent”), and the other parties thereto, for its benefit and the benefit of the Lenders, the Issuing Banks   and the Specified Derivatives Providers (the Administrative Agent, the Lenders, the Issuing Banks and   the Specified Derivatives Providers, each individually a “Guarantied Party” and collectively, the   “Guarantied Parties”).       WHEREAS, pursuant to the Credit Agreement, the Administrative Agent and the Lenders have   agreed to make available to the Borrower certain financial accommodations on the terms and conditions   set forth in the Credit Agreement;       WHEREAS, the Specified Derivatives Providers may from time to time enter into Specified   Derivatives Contracts with the Borrower and/or its Subsidiaries;      WHEREAS, New Guarantor is owned or controlled by the Borrower, or is otherwise an Affiliate   of the Borrower;       WHEREAS, the Borrower, the New Guarantor and the other Subsidiaries of the Borrower,   though separate legal entities, are mutually dependent on each other in the conduct of their respective   businesses as an integrated operation and have determined it to be in their mutual best interests to obtain   financing from the Administrative Agent, the Lenders and the Issuing Banks, and to enter into Specified   Derivatives Contracts, through their collective efforts;      WHEREAS, New Guarantor acknowledges that it will receive direct and indirect benefits from   the Administrative Agent, the Lenders and the Issuing Banks making such financial accommodations   available to the Borrower under the Credit Agreement and from the Specified Derivatives Providers   entering into Specified Derivatives Contracts and, accordingly, New Guarantor is willing to guarantee the   Borrower’s obligations to the Administrative Agent, the Lenders and the Issuing Banks and the   Borrower’s and/or any Subsidiary’s obligations to the Specified Derivatives Providers on the terms and   conditions contained herein; and       WHEREAS, the New Guarantor’s execution and delivery of this Agreement is a condition to the   Administrative Agent and the Lenders continuing to make such financial accommodations to the   Borrower.       NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which   are hereby acknowledged by the New Guarantor, the New Guarantor agrees as follows:       Section 1.  Accession to Guaranty.  The New Guarantor hereby agrees that it is a “Guarantor”   under that certain Amended and Restated Guaranty dated as of June [__], 2014 (as amended, restated,     





 







   supplemented or otherwise modified from time to time, the “Guaranty”) made by each of the Guarantors   party thereto in favor of the Administrative Agent and the other Guarantied Parties and assumes all   obligations of a “Guarantor” thereunder, all as if the New Guarantor had been an original signatory to the   Guaranty.  Without limiting the generality of the foregoing, the New Guarantor hereby:       (a) irrevocably and unconditionally guarantees the due and punctual payment and   performance when due, whether at stated maturity, by acceleration or otherwise, of all Guarantied   Obligations (as defined in the Guaranty);       (b) makes to the Administrative Agent and the other Guarantied Parties as of the date hereof   each of the representations and warranties contained in Section 5 of the Guaranty as to itself as a   Guarantor and agrees to be bound by each of the covenants contained in Section 6 of the Guaranty; and       (c) consents and agrees to each provision set forth in the Guaranty.       SECTION 2.  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND   CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK   APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH   STATE.       Section 3.  Definitions.  Capitalized terms used herein and not otherwise defined herein shall   have their respective defined meanings given them in the Credit Agreement.         [Signatures on Next Page]        





 







    IN WITNESS WHEREOF, the New Guarantor has caused this Accession Agreement to be duly   executed and delivered under seal by its duly authorized officers as of the date first written above.      [NEW GUARANTOR]         By: ________________________________         Name: ___________________________         Title: ____________________________        (CORPORATE SEAL)      Address for Notices:      c/o SAUL CENTERS, INC.   7501 Wisconsin Ave., Suite 1500 E   Bethesda, MD 20814   Attention: Scott V. Schneider    Facsimile: (301) 986-6023   Telephone: (301) 986-6022         Accepted:      WELLS FARGO BANK, NATIONAL       ASSOCIATION,  as Administrative Agent         By:             Name:            Title: