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
failu
