ELEVENTH AMENDMENT TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SAUL HOLDINGS LIMITED PARTNERSHIP

Exhibit 10.(a)

ELEVENTH AMENDMENT TO THE

FIRST AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP OF

XXXX HOLDINGS LIMITED PARTNERSHIP

THIS ELEVENTH AMENDMENT TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF XXXX HOLDINGS LIMITED PARTNERSHIP (this “Eleventh Amendment”), dated as of September 23, 2011, is entered into by the undersigned parties.

W I T N E S S E T H:

WHEREAS, Xxxx 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, by that certain Seventh Amendment dated November 26, 2003 , by that certain Eighth Amendment dated December 31, 2007, by that certain Ninth Amendment dated March 27, 2008 and by that Tenth Amendment dated April 4, 2008 (as amended, the “Agreement”);

WHEREAS, pursuant to that certain agreement, dated August 9, 2011 (the “Purchase Agreement”), among the Company, Xxxx Centers Inc. (“Xxxx Centers”) and X.X. Xxxx Real Estate Investment Trust (“Xxxx Trust”), the Company agreed to sell a number of units of limited partnership interests in the Company (“Units”) to Xxxx Trust, or an affiliate thereof;

WHEREAS, Xxxx Trust, by an agreement, dated September 23, 2011 (the “Assignment Agreement”) and in accordance with the terms of the Purchase Agreement, assigned its right to acquire 1,497,814 Units to SHLP Unit Acquisition Corp., a wholly owned subsidiary of Xxxx Trust;

WHEREAS, the undersigned parties, constituting all of the Partners of the Partnership, desire to amend the Agreement to give effect to the Purchase Agreement, the Assignment Agreement and the transactions contemplated thereunder.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the undersigned parties, intending legally to be bound, hereby agree as follows:

Exhibit 10.(a)

1. The Exhibit A attached to the Agreement is hereby deleted in its entirety and replaced by the Exhibit A attached hereto.

2. The Section 8.6.A is hereby amended by inserting “; provided, however, that with respect to those 1,497,814 Partnership Units issued to and in the name of SHLP Acquisition Corp., a Maryland corporation and wholly owned subsidiary of Xxxx Trust, pursuant to that certain purchase agreement, dated August 9, 2011, among the Partnership, Xxxx Centers, Inc. and Xxxx Trust, and that certain assignment agreement, dated September 23, 2011, between Xxxx Trust and SHLP Acquisition Corp., any Limited Partner that is a member of the Xxxx Organization shall not have any such Conversion Right until such time as Xxxx Centers, Inc. receives the shareholder approval as is or may be required to authorize such Conversion Rights” immediately before the punctuation xxxx at the end of the first sentence.

3. Except as the context may otherwise require, any terms used in this Eleventh Amendment that are defined in the Agreement shall have the same meaning for purposes of this Eleventh Amendment as in the Agreement.

4. Except as specifically amended hereby, the terms, covenants, provisions and conditions of the Agreement shall remain and continue in full force and effect and, except as amended hereby, all of the terms, covenants, provisions and conditions of the Agreement are hereby ratified and confirmed in all respects.

5. This Eleventh Amendment may be executed in counterparts, all of which together shall constitute one agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. Each party shall become bound by this Eleventh Amendment immediately upon affixing its signature hereto.

[Signature Page Follows]

Exhibit 10.(a)

IN WITNESS WHEREOF, the undersigned parties have executed this Eighth Amendment as of the date first written above.

GENERAL PARTNER
XXXX CENTERS, INC., a Maryland corporation
By:		/s/ B. Xxxxxxx Xxxx III
		Name: B. Xxxxxxx Xxxx III
		Title:   President
LIMITED PARTNERS
X.X. XXXX REAL ESTATE INVESTMENT TRUST, a Maryland unincorporated business trust
By:		/s/ B. Xxxxxxx Xxxx III
		Name: B. Xxxxxxx Xxxx III
		Title:   Senior Vice President
Attest:		/s/ Xxxxxxxxx Xxxx
		Name: Xxxxxxxxx Xxxx
		Title:   Assistant Secretary
WESTMINSTER INVESTING CORPORATION, a New York corporation
By:		/s/ B. Xxxxxxx Xxxx III
		Name: B. Xxxxxxx Xxxx III
		Title:   Senior Vice President
XXX XXXX SQUARE CORPORATION, a Maryland corporation
By:		/s/ B. Xxxxxxx Xxxx III
		Name: B. Xxxxxxx Xxxx III
		Title:   President

Exhibit 10.(a)

DEARBORN, LLC, A Delaware corporation
By:		/s/ B. Xxxxxxx Xxxx III
		Name: B. Xxxxxxx Xxxx III
		Title:   President
X.X. XXXX PROPERTY COMPANY (f/k/a Franklin Property Company), a Maryland corporation
By:		/s/ B. Xxxxxxx Xxxx III
		Name: B. Xxxxxxx Xxxx III
		Title:   President
AVENEL EXECUTIVE PARK PHASE II, L.L.C. a Maryland corporation
By:		/s/ B. Xxxxxxx Xxxx III
		Name: B. Xxxxxxx Xxxx III
		Title:   President

Exhibit 10.(a)

Xxxx Holdings Limited Partnership

EXHIBIT A

Ownership of Xxxx Holdings Limited Partnership						Ownership as of : 09/23/2011
						Common Stock/Units												Series A Preferred Stock								Series B Preferred Stock								Total Value
						%				#				$ Value				#				$ Value				#				$ Value				%				$ Value
Xxxx Centers, Inc.			General Partner				73.44	%			19,121,915			$	616,299,320				40,000			$	105,280,000				31,731			$	85,229,869				78.36	%		$	806,809,189
X X Xxxx Real Estate Investment Trust			Limited Partner				9.80	%			2,550,866				82,214,411																				7.98	%			82,214,411
Dearborn, LLC			Limited Partner				6.97	%			1,815,922				58,527,166																				5.68	%			58,527,166
Avenel Executive Park Phase II, LLC			Limited Partner				0.04	%			10,967				353,466																				0.03	%			353,466
SHLP Unit Acquisition Corp			Limited Partner				5.75	%			1,497,814				48,274,545																				4.69	%			48,274,545
X. X. Xxxx Property Company			Limited Partner				0.86	%			224,496				7,235,506																				0.70	%			7,235,506
Westminster Investing Corporation			Limited Partner				0.92	%			240,053				7,736,908																				0.75	%			7,736,908
Xxx Xxxx Square Corporation			Limited Partner				2.21	%			574,111				18,503,598																				1.80	%			18,503,598
Partnership Unit Totals							26.56	%			6,914,229				222,845,601				0				0				0				0				21.64	%			222,845,601
Totals							100.00	%			26,036,144			$	839,144,921				40,000			$	105,280,000				31,731			$	85,229,869				100.00	%		$	1,029,654,790

Xxxx Centers, Inc. closing share price at September 23, 2011

Common stock			$    32.23
Series A Preferred stock			$    26.32
(depositary share)
Series B Preferred stock			$    26.86
(depositary share)