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Exhibit
10(r)
GUARANTY
THIS GUARANTY is made
and entered into as of the 1st day of February, 2005 by SAUL
CENTERS, INC. , a Maryland corporation, having an address at
7501 Wisconsin Avenue, Suite 1500, Bethesda, Maryland 20814 (
“Guarantor” ), in favor of U.S. BANK NATIONAL
ASSOCIATION , a national banking association, whose address is
800 Nicollet Mall, BC-MN-H03A, Minneapolis, Minnesota 55402-7020,
Attention: Real Estate Banking Group, Division Head (“
Agent ”) as administrative agent and sole lead
arranger for itself and for the other financial institutions
(collectively, the “Lenders” ) which are or may
become parties to the Credit Agreement (as herein
defined).
WITNESSETH THAT:
WHEREAS , the Lenders
have agreed upon certain conditions to make a revolving loan to
SAUL HOLDINGS LIMITED PARTNERSHIP , a Maryland limited
partnership (“ Borrower ”), in the aggregate
principal amount of up to One Hundred Fifty Million and 00/100ths
Dollars ($150,000,000.00) ( “Loan” ), as such
amount may be increased from time to time, pursuant to that certain
Revolving Credit Agreement of even date herewith between Agent,
Lenders and Borrower (as amended from time to time, the
“Credit Agreement” ), which Loan shall be
evidenced by one or more Unsecured Revolving Promissory Notes of
even date herewith (whether one or more, as modified, amended,
restated or replaced from time to time, the
“Note” ) in the aggregate face amount of
$150,000,000.00 (as may be increased pursuant to the Credit
Agreement); and
WHEREAS , Borrower has
on this date executed and delivered to Agent the Note, the Credit
Agreement, and certain other Loan Documents more particularly
defined in the Credit Agreement;
WHEREAS , the
Guarantor is the sole general partner of Borrower; and
WHEREAS , in order to
induce Lenders to make the Loan, and as additional security for the
Loan and for all sums advanced under the Note, the Credit
Agreement, and the other Loan Documents, and for the payment and
performance by Borrower of its obligations under the Note, the
Credit Agreement and the other Loan Documents, Borrower has agreed
to obtain, and Guarantor has agreed to execute, deliver and
perform, this Guaranty; and
WHEREAS , Lenders have
refused to make the Loan to Borrower or to make any advances under
the Loan Documents unless this Guaranty is executed by Guarantor
and is delivered to Agent on behalf of Lenders.
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NOW, THEREFORE , in
consideration of the Lenders’ agreement to make the Loan to
Borrower in accordance with the terms of the Loan Documents, and of
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by Guarantor, Guarantor hereby
covenants and agrees with Agent and Lenders as follows:
1. Guarantor, for itself, its
heirs, executors, administrators, personal representatives, legal
representatives, successors and assigns, hereby primarily,
unconditionally, absolutely and irrevocably, guaranties to Agent
and Lenders and to their respective successors and assigns that all
payments due and payable under the Note, including, but not limited
to, payments of principal, interest (including, but not limited to,
interest accruing under the Note after the filing of any petition
under applicable federal bankruptcy laws and any amounts paid by
Borrower to Agent or Lenders and required to be disgorged by
Lenders or Agent as preferential payments under any applicable
bankruptcy laws) and all other amounts owing under the Loan
Documents, shall be fully and punctually paid in accordance with
the terms of the Note, as and when due, and whether or not
accelerated pursuant to the terms of the Note, that Borrower shall
fully and punctually pay, comply with and perform all of the
obligations, terms, covenants and conditions of the Loan Documents
to be by it paid, complied with and performed, and that all
warranties and representations made by Borrower in the Loan
Documents and/or in connection therewith are true and correct in
all material respects; and, if the payments due and payable under
the Loan Documents shall not be so paid, and/or if Borrower shall
fail or refuse to so pay, comply with or perform said obligations,
terms, covenants and conditions of the Loan Documents, Guarantor
shall fully and punctually so pay such payments and shall so pay,
comply with and perform the obligations, terms, covenants and
conditions with respect to which Borrower has failed or refused to
pay, comply with or perform, whether or not the Note has been
accelerated pursuant to the terms thereof, shall pay the
attorneys’ fees and court costs incurred by Agent and Lenders
in enforcing or protecting, or obtaining the right to enforce or
protect, whether in bankruptcy court, probate court or otherwise,
any of the rights, remedies or recourses of Agent hereunder or
thereunder (prior to trial, at trial and on appeal and whether or
not Agent prevails therein), and shall reimburse Agent and the
Lenders for all damages suffered thereby as the result of the
incorrectness or untruthfulness of said warranties and
representations, all without cost or expense to Agent and Lenders.
The obligations and liabilities of Guarantor hereunder shall be
primary and not secondary. In addition to all other rights of Agent
and Lenders to accelerate the indebtedness evidenced by the Note,
if (a) an event of default shall occur which, pursuant to the terms
of the Note, would entitle Agent to accelerate said indebtedness,
but (b) there shall be filed with respect to Borrower a petition in
bankruptcy or similar relief under the United States Bankruptcy
Code or any similar law, and by reason of such filing or as a
result of any order of court, Agent shall be prevented from
accelerating or collecting said indebtedness, then Agent shall have
the right, on behalf of Lenders, to demand from Guarantor payment
in full of, and Guarantor shall pay in full, all indebtedness
evidenced or secured by the Loan Documents, including all
principal, interest, costs, expenses, fees and charges, whether or
not then due and payable by Borrower. This is a guaranty of payment
and performance and not of collection only.
2. The Note, the Credit
Agreement, and all other Loan Documents are hereby made a part of
this Guaranty by reference thereto with the same force and effect
as if fully set forth herein. Guarantor hereby acknowledges having
received a true, correct and complete copy of each of the Loan
Documents.
3. Guarantor hereby agrees
that Agent may take other guaranties, collateral or security to
further secure the Loan Documents, or any of them, and consents
that any of the obligations, terms, covenants and conditions
contained in the Loan Documents may be
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renewed, altered, extended, changed,
modified or released at the written direction of or with the
written consent of Agent on behalf of Lenders, without in any
manner affecting this Guaranty or releasing Guarantor herefrom, and
without the further consent of or notice to Guarantor, and
Guarantor shall continue to be liable hereunder to pay and perform
pursuant hereto and to the Loan Documents, as so renewed, altered,
extended, changed, modified or released, and notwithstanding the
taking of such other guaranties, collateral or security. This
Guaranty is additional and supplemental to any and all other
guaranties heretofore or hereafter executed by Guarantor, or by any
other person, party or entity for the benefit of Agent, Borrower or
any other person, party or entity, in connection with the Loan, or
any property, or relating to the Loan Documents or any other loan
documents, and shall not supersede or be superseded by any other
document or guaranty executed by Guarantor, or by any other person,
party or entity, for any purpose. Guarantor hereby agrees that (a)
all or any part of any collateral may be released from, and any new
or additional security may be added to, the lien and security
interest of the Loan Documents; (b) Borrower, Guarantor and any
additional parties who are or may become liable for payment or
performance of the Loan Documents may hereafter be released from
its or their liability hereunder and/or under the Loan Documents;
and (c) Agent may perfect or fail to perfect, or to continue the
perfection of, any lien or security interest; and Agent may take,
or delay in taking, or refuse to take, any and all action with
reference to the Loan Documents (regardless of whether the same
might vary the risk or alter the rights, remedies or recourses of
Guarantor), including specifically the settlement or compromise of
any amount allegedly due thereunder, all without notice to,
consideration to or the consent of Guarantor, and without in any
way releasing, diminishing or affecting the absolute nature of
Guarantor’s obligations and liabilities hereunder.
4. Guarantor hereby waives
any and all legal requirements that Agent, on behalf of Lenders, or
their respective successors or assigns, must institute any action
or proceeding at law or in equity or exhaust their rights, remedies
and/or recourses against Borrower or anyone else with respect to
the Loan Documents, as a condition precedent to bringing an action
against Guarantor under this Guaranty. Guarantor agrees that Agent,
on behalf of Lenders, may simultaneously maintain an action upon
this Guaranty and an action or proceeding upon the Note or the
Credit Agreement, and/or to foreclose or otherwise enforce the
other Loan Documents. All remedies afforded to Agent and Lenders,
and their successors or assigns, by reason of this Guaranty and the
Loan Documents, are separate and cumulative remedies, and no one of
such remedies, whether exercised by Agent, Lenders, or their
respective successors or assigns, or not, shall be deemed an
exclusion of any of the other remedies available to Agent, Lenders
or their respective successors or assigns, at law, in equity, by
statute, under the Loan Documents, hereunder or otherwise, and
shall in no way limit or prejudice any such other remedies which
Agent, Lenders, or their respective successors or assigns, may
have. Guarantor further waives any requirement that Agent demand or
seek payment or performance by Borrower or by any other party of
the amounts owing or the covenants to be performed under the Loan
Documents, as a condition precedent to bringing any action against
Guarantor under this Guaranty, it being agreed that a failure to
pay, comply with or perform the obligations, terms, covenants and
conditions herein guarantied, or any breach of a representation or
warranty herein g
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