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Exhibit 10
A
EIGHTH AMENDMENT TO
THE
FIRST AMENDED AND
RESTATED
AGREEMENT OF LIMITED
PARTNERSHIP OF
SAUL HOLDINGS LIMITED
PARTNERSHIP
THIS EIGHTH AMENDMENT TO THE
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SAUL
HOLDINGS LIMITED PARTNERSHIP (this “ Eighth Amendment
”), dated as of December 31, 2007, 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 and by that certain Seventh Amendment
dated November 26, 2003 (as amended, the “
Agreement ”);
WHEREAS, the undersigned
parties, constituting all of the Partners of the Partnership,
desire to amend the Agreement as set forth below;
NOW, THEREFORE, in
consideration of the premises and for other good and valuable
consideration, the receipt, adequacy and sufficiency of which are
hereby acknowledged, the parties hereto, intending legally to be
bound, hereby agree as follows:
1. In subsection 8.6.B(1)(ii)
of the Agreement, the language “five percent (5%) of the
aggregate value of the total Capital Stock issued and
outstanding” is hereby amended to read “the Ownership
Limit as defined in Section 4.A of Article VI of t
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