Exhibit 10.A



 Exhibit 10.(a) 
 ELEVENTH AMENDMENT TO THE 
 FIRST AMENDED AND RESTATED 

AGREEMENT OF LIMITED PARTNERSHIP OF 
 SAUL HOLDINGS LIMITED PARTNERSHIP 
 THIS ELEVENTH AMENDMENT TO THE FIRST
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SAUL HOLDINGS LIMITED PARTNERSHIP (this “Eleventh Amendment”), dated as of September 23, 2011, 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 and by that Tenth
Amendment dated April 4, 2008 (as amended, the “Agreement”); 
 WHEREAS, pursuant to that certain
agreement, dated August 9, 2011 (the “Purchase Agreement”), among the Company, Saul Centers Inc. (“Saul Centers”) and B.F. Saul Real Estate Investment Trust (“Saul Trust”), the Company agreed
to sell a number of units of limited partnership interests in the Company (“Units”) to Saul Trust, or an affiliate thereof; 
 WHEREAS, Saul Trust, by an agreement, dated September 23, 2011 (the “Assignment Agreement”) and in accordance with the terms of the Purchase Agreement, assigned its right to acquire
1,497,814 Units to SHLP Unit Acquisition Corp., a wholly owned subsidiary of Saul Trust; 
 WHEREAS, the undersigned parties,
constituting all of the Partners of the Partnership, desire to amend the Agreement to give effect to the Purchase Agreement, the Assignment Agreement and the transactions contemplated thereunder. 

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: 







 Exhibit 10.(a) 

 

	 	1.	The Exhibit A attached to the Agreement is hereby deleted in its entirety and replaced by the Exhibit A attached hereto. 


 

	 	2.	The Section 8.6.A is hereby amended by inserting “; provided, however, that with respect to those 1,497,814 Partnership Units issued to and in
the name of SHLP Acquisition Corp., a Maryland corporation and wholly owned subsidiary of Saul Trust, pursuant to that certain purchase agreement, dated August 9, 2011, among the Partnership, Saul Centers, Inc. and Saul Trust, and that certain
assignment agreement, dated September 23, 2011, between Saul Trust and SHLP Acquisition Corp., any Limited Partner that is a member of the Saul Organization shall not have any such Conversion Right until such time as Saul Centers, Inc. receives
the shareholder approval as is or may be required to authorize such Conversion Rights” immediately before the punctuation mark at the end of the first sentence. 


 

	 	3.	Except as the context may otherwise require, any terms used in this Eleventh Amendment that are defined in the Agreement shall have the same meaning for purposes of
this Eleventh 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 Eleventh 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 Eleventh Amendment immediately upon affixing its signature hereto. 


[Signature Page Follows] 







 Exhibit 10.(a) 
 IN WITNESS WHEREOF, the undersigned parties have executed this Eighth Amendment as of the date first written above. 

 

			
	 GENERAL PARTNER

	 SAUL CENTERS, INC.,

a Maryland corporation

		
	By:	 	 /s/ B. Francis Saul III

		 	Name: B. Francis Saul III
		 	Title:   President
	
	LIMITED PARTNERS
	
	 B.F. SAUL REAL ESTATE INVESTMENT TRUST,
 a Maryland unincorporated business trust

		
	By:	 	 /s/ B. Francis Saul III

		 	 Name: B. Francis Saul III

		 	 Title:   Senior Vice President

		
	Attest:	 	/s/ Elizabeth Cook
		 	 Name: Elizabeth Cook

		 	 Title:   Assistant Secretary

	
	 WESTMINSTER INVESTING CORPORATION,
 a New York corporation

		
	By:	 	 /s/ B. Francis Saul III

		 	 Name: B. Francis Saul III

		 	 Title:   Senior Vice President

	
	 VAN NESS SQUARE CORPORATION,
 a Maryland corporation

		
	By:	 	 /s/ B. Francis Saul III

		 	 Name: B. Francis Saul III

		 	 Title:   President










 Exhibit 10.(a) 

 

			
	 DEARBORN, LLC,

A Delaware corporation

		
	 By:
	 	 /s/ B. Francis Saul III

		 	Name: B. Francis Saul III
		 	Title:   President
	
	B.F. SAUL PROPERTY COMPANY (f/k/a Franklin Property Company), a Maryland corporation
		
	 By:
	 	 /s/ B. Francis Saul III

		 	Name: B. Francis Saul III
		 	Title:   President
	
	 AVENEL EXECUTIVE PARK PHASE II, L.L.C.

a Maryland corporation

		
	 By:
	 	 /s/ B. Francis Saul III

		 	Name: B. Francis Saul III
		 	Title:   President









 Exhibit 10.(a) 
 Saul Holdings Limited Partnership 
 EXHIBIT A 

 

																																									
	 Ownership of Saul Holdings Limited Partnership
	 	 	Ownership as of : 09/23/2011	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	Common Stock/Units	 	 	Series A Preferred Stock	 	 	Series B Preferred Stock	 	 	Total Value	 
	 	 	 	 	 	%	 	 	#	 	 	$ Value	 	 	#	 	 	$ Value	 	 	#	 	 	$ Value	 	 	%	 	 	$ Value	 
	 Saul Centers, Inc.
	 	 
 	General
Partner	  
  	 	 	73.44	% 	 	 	19,121,915	  	 	$	616,299,320	  	 	 	40,000	  	 	$	105,280,000	  	 	 	31,731	  	 	$	85,229,869	  	 	 	78.36	% 	 	$	806,809,189	  
		 				 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 B F Saul Real Estate Investment Trust
	 	 
 	Limited
Partner	  
  	 	 	9.80	% 	 	 	2,550,866	  	 	 	82,214,411	  	 				 				 				 				 	 	7.98	% 	 	 	82,214,411	  
	 Dearborn, LLC
	 	 
 	Limited
Partner	  
  	 	 	6.97	% 	 	 	1,815,922	  	 	 	58,527,166	  	 				 				 				 				 	 	5.68	% 	 	 	58,527,166	  
	 Avenel Executive Park Phase II, LLC
	 	 
 	Limited
Partner	  
  	 	 	0.04	% 	 	 	10,967	  	 	 	353,466	  	 				 				 				 				 	 	0.03	% 	 	 	353,466	  
	 SHLP Unit Acquisition Corp
	 	 
 	Limited
Partner	  
  	 	 	5.75	% 	 	 	1,497,814	  	 	 	48,274,545	  	 				 				 				 				 	 	4.69	% 	 	 	48,274,545	  
	 B. F. Saul Property Company
	 	 
 	Limited
Partner	  
  	 	 	0.86	% 	 	 	224,496	  	 	 	7,235,506	  	 				 				 				 				 	 	0.70	% 	 	 	7,235,506	  
	 Westminster Investing Corporation
	 	 
 	Limited
Partner	  
  	 	 	0.92	% 	 	 	240,053	  	 	 	7,736,908	  	 				 				 				 				 	 	0.75	% 	 	 	7,736,908	  
	 Van Ness Square Corporation
	 	 
 	Limited
Partner	  
  	 	 	2.21	% 	 	 	574,111	  	 	 	18,503,598	  	 				 				 				 				 	 	1.80	% 	 	 	18,503,598	  
		 				 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Partnership Unit Totals
	 				 	 	26.56	% 	 	 	6,914,229	  	 	 	222,845,601	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	21.64	% 	 	 	222,845,601	  
		 				 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Totals
	 				 	 	100.00	% 	 	 	26,036,144	  	 	$	839,144,921	  	 	 	40,000	  	 	$	105,280,000	  	 	 	31,731	  	 	$	85,229,869	  	 	 	100.00	% 	 	$	1,029,654,790	  
		 				 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 


Saul Centers, Inc. closing share price at September 23, 2011


					
		
	 Common stock
	 	 	$    32.23	  
		
	 Series A Preferred stock
	 	 	$    26.32	  
	 (depositary share)
	 			
		
	 Series B Preferred stock
	 	 	$    26.86	  
	 (depositary share)