Saul B F Real Estate Investment Trust Sample Contracts

B. F. SAUL REAL ESTATE INVESTMENT TRUST, Obligor AND
Indenture • June 27th, 2003 • Saul B F Real Estate Investment Trust • Savings institution, federally chartered • Maryland
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Indenture Trustee ------------------------
Second Supplemental Indenture • January 19th, 1999 • Saul B F Real Estate Investment Trust • Savings institution, federally chartered
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Registration Rights Agreement • April 10th, 1998 • Saul B F Real Estate Investment Trust • Savings institution, federally chartered • New York
FIRST AMENDMENT TO REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
Registration Rights and Lock-Up Agreement • December 31st, 2001 • Saul B F Real Estate Investment Trust • Savings institution, federally chartered
AND
First Supplemental Indenture • January 17th, 1997 • Saul B F Real Estate Investment Trust • Savings institution, federally chartered
B. F. SAUL REAL ESTATE INVESTMENT TRUST, Obligor AND
Indenture • March 27th, 2003 • Saul B F Real Estate Investment Trust • Savings institution, federally chartered • Maryland
FIRST AMENDMENT
Tax Sharing Agreement • December 31st, 2001 • Saul B F Real Estate Investment Trust • Savings institution, federally chartered
RECITALS:
Reimbursement Agreement • May 15th, 2000 • Saul B F Real Estate Investment Trust • Savings institution, federally chartered • Maryland
AMENDED AND RESTATED ADVISORY CONTRACT
Advisory Contract • December 17th, 2004 • Saul B F Real Estate Investment Trust • Savings institution, federally chartered • Maryland

THIS ADVISORY CONTRACT between the B. F. Saul Advisory Company (the “Advisor”) and the B. F. Saul Real Estate Investment Trust (the “Trust”) is, as of October 1, 1982, amended and restated in full as follows:

AMENDMENT NO. 2 AMENDED AND RESTATED ADVISORY CONTRACT
Advisory Contract • April 20th, 2007 • Saul B F Real Estate Investment Trust • Savings institution, federally chartered

THIS AMENDMENT NO. 2 is made as of January 18, 2007, between B. F. Saul Company (the “Advisor”) and B. F. Saul Real Estate Investment Trust (the “Trust”).

WITNESSETH:
Advisory Contract • December 18th, 2002 • Saul B F Real Estate Investment Trust • Savings institution, federally chartered • Maryland
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Bank Stock Registration Rights Agreement • April 10th, 1998 • Saul B F Real Estate Investment Trust • Savings institution, federally chartered • New York
Joint Filing Agreement Pursuant to Rule 13d-1(k)(1)
Joint Filing Agreement • June 28th, 2004 • Saul B F Real Estate Investment Trust • Savings institution, federally chartered
FORM OF COMMERCIAL ASSET MANAGEMENT AND LEASING AGREEMENT
Commercial Asset Management and Leasing Agreement • September 30th, 2005 • Saul B F Real Estate Investment Trust • Savings institution, federally chartered • Maryland

THIS COMMERCIAL ASSET MANAGEMENT AND LEASING AGREEMENT (this “Agreement”) is made and entered into as of the day of , 200 (the “Effective Date”), by and between , a , having its principal office at 7501 Wisconsin Avenue, Suite 1500 East, Bethesda, MD 20814-6522 (hereafter referred to as “Owner”), and B. F. Saul Property Company, a Maryland corporation, having its principal corporate office at 7501 Wisconsin Avenue, Suite 1500 East, Bethesda, MD 20814-6522 (hereafter referred to as “Manager”).

Joint Filing Agreement Pursuant to Rule 13d-1(k)(1)
Joint Filing Agreement • September 8th, 2005 • Saul B F Real Estate Investment Trust • Savings institution, federally chartered
RECITALS
Note Administration Fee Agreement • February 14th, 2002 • Saul B F Real Estate Investment Trust • Savings institution, federally chartered • Maryland
AMENDMENT NO. 1 AMENDED AND RESTATED ADVISORY CONTRACT
Advisory Contract • April 5th, 2006 • Saul B F Real Estate Investment Trust • Savings institution, federally chartered

THIS AMENDMENT NO. 1 is made as of April 3, 2006, between B. F. Saul Company (the “Advisor) and B. F. Saul Real Estate Investment Trust (the “Trust”).

BANK STOCK REGISTRATION RIGHTS AGREEMENT
Bank Stock Registration Rights Agreement • March 16th, 2004 • Saul B F Real Estate Investment Trust • Savings institution, federally chartered • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into this 25th day of February, 2004, between B.F. Saul Real Estate Investment Trust, a Maryland real estate investment trust (the “Trust”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”).

AMENDED AND RESTATED ADVISORY CONTRACT
Advisory Contract • September 30th, 2005 • Saul B F Real Estate Investment Trust • Savings institution, federally chartered • Maryland

THIS AMENDED AND RESTATED ADVISORY CONTRACT, effective as of October 1, 2005 (the “Contract”), is entered into by and between the B. F. Saul Company (the “Advisor”), the B. F. Saul Real Estate Investment Trust (the “Trust”) and, solely with respect to Section A hereof, the B. F. Saul Advisory Company, L.L.C., a wholly owned subsidiary of the Advisor (“Saul Advisory”).

AMENDMENT NO. 3 AMENDED AND RESTATED ADVISORY CONTRACT
Advisory Contract • February 13th, 2008 • Saul B F Real Estate Investment Trust • Savings institution, federally chartered

THIS AMENDMENT NO. 3 is made as of January 17, 2008, between B. F. Saul Company (the “Advisor) and B. F. Saul Real Estate Investment Trust (the “Trust”).

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AMENDED AND RESTATED NOTE ADMINISTRATION FEE AGREEMENT
Note Administration Fee Agreement • September 30th, 2005 • Saul B F Real Estate Investment Trust • Savings institution, federally chartered • Maryland

This Amended and Restated Note Administration Fee Agreement (this “Agreement”), dated as of October 1, 2005, is by and between B.F. SAUL COMPANY (the “Advisor”), B.F. SAUL REAL ESTATE INVESTMENT TRUST (the “Trust”) and, solely with respect to Section 1(a) hereof, B.F. SAUL ADVISORY COMPANY, L.L.C. (“Saul Advisory”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 16th, 2004 • Saul B F Real Estate Investment Trust • Savings institution, federally chartered • New York

This Agreement is made pursuant to the Purchase/Placement Agreement, dated as of February 9, 2004 (the “Purchase Agreement”), by and among the Trust and the Initial Purchasers (i) for the benefit of each Initial Purchaser and (ii) for the benefit of the holders from time to time of the Securities (including each Initial Purchaser). In order to induce the Initial Purchasers to purchase the Securities, the Trust has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(i) of the Purchase Agreement.

DEVELOPMENT AGREEMENT
Development Agreement • September 30th, 2005 • Saul B F Real Estate Investment Trust • Savings institution, federally chartered • Maryland

This DEVELOPMENT AGREEMENT (this “Agreement”) is made as of the 1st day of October, 2005 (the “Effective Date”), by and between B. F. SAUL REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust (“Owner”), and B. F. SAUL PROPERTY COMPANY, a Maryland corporation (“Developer”).

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