Exhibit 10(a)
SEVENTH AMENDMENT TO
THE
FIRST AMENDED AND
RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
SAUL HOLDINGS LIMITED
PARTNERSHIP
THIS SEVENTH AMENDMENT TO THE FIRST
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SAUL
HOLDINGS LIMITED PARTNERSHIP (this “ Seventh Amendment
”), dated as of November 26, 2003, is entered into by the
undersigned party.
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, and by that certain Sixth Amendment dated November 5, 2003
(as amended, the “ Agreement ”);
WHEREAS, on November 5, 2003, Saul
Centers, Inc. (the “ General Partner ”) issued
35,000 shares of 8% Series A Cumulative Redeemable Preferred Stock
(the “ Series A Preferred Shares ,” each a
“ Series A Preferred Share ”) at a gross
offering price of $2,500.00 per Series A Preferred Share and, in
connection therewith, the Partnership (1) designated a new class of
ownership interests in the Partnership entitled “ Series A
Preferred Partnership Units ,” (2) authorized the
issuance by the Partnership of up to 40,000 Series A Preferred
Partnership Units and (3) issued 35,000 Series A Preferred
Partnership Units to the General Partner;
WHEREAS, the General Partner granted
the underwriters the right to purchase up to 5,000 additional
Series A Preferred Shares to cover over-allotments, if any, and the
underwriters have exercised their right to purchase 5,000
additional Series A Preferred Shares;
WHEREAS, on
