40332-1 TIAA RE #1989 PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS THIS PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS ("Agreement") is made as of the 26th day of July, 2002, by and between Teachers Insurance and Annuity Association of America, a New York...Purchase Agreement • September 24th, 2002 • Bedford Property Investors Inc/Md • Real estate investment trusts • California
BEDFORD PROPERTY INVESTORS, INC. (a Maryland corporation) ____________ Shares of Common Stock PURCHASE AGREEMENT Dated: ___________, 199_ BEDFORD PROPERTY INVESTORS, INC. (a Maryland corporation) ____________ Shares of Common Stock (Par Value $.02 Per...Purchase Agreement • August 14th, 1997 • Bedford Property Investors Inc/Md • Real estate investment trusts • New York
Anniversary of Date of Grant Amount Vesting on Anniversary Date Cumulative Amount Vested as of Anniversary Date First 25% 25% Second 25% 50% Third 25% 75% Fourth 25% 100% (b) Stock Option Period. The Stock Option shall expire ten years from the Date...Nonqualified Stock Option Agreement • March 27th, 1998 • Bedford Property Investors Inc/Md • Real estate investment trusts • Maryland
NONQUALIFIED STOCK OPTION AGREEMENT (this "agreement") dated as of the Date of Grant (as defined below) between BEDFORD PROPERTY INVESTORS, INC., a Maryland corporation (the "Company"), and the other party signatory hereto (the "Participant"). WHEREAS, the Participant is currently an employee or consultant of the Company and, pursuant to the Company's Amended and Restated Employee Stock Plan (the "Plan") and upon the terms and subject to the conditions hereinafter set forth, the Company desires to provide the Participant with an incentive to remain in its service and to increase his or her interest in the success of the Company by granting to the Participant a nonqualified stock option (the "Stock Option") to purchase shares of common stock, par value $0.02 per share, of the Company (the "Common Stock"); NOW, THEREFORE, in consideration of the covenants and agreements herein contained, the parties hereto agree as follows: 1. Definitions; Incorporation of Plan Terms. Capitalized terms u
BEDFORD PROPERTY INVESTORS, INC. (a Maryland corporation) ____________ Shares of Common Stock PURCHASE AGREEMENT Dated: ___________, 199_ BEDFORD PROPERTY INVESTORS, INC. (a Maryland corporation) ____________ Shares of Common Stock (Par Value $.02 Per...Purchase Agreement • October 15th, 1997 • Bedford Property Investors Inc/Md • Real estate investment trusts • New York
STOCK OPTION AGREEMENT dated as of [ ] between BEDFORD PROPERTY INVESTORS, INC., a Maryland corporation (the "Company"), and the other party signatory hereto (the "Director"). WHEREAS, the Director is currently a director of the Company and, pursuant...Stock Option Agreement • January 15th, 1999 • Bedford Property Investors Inc/Md • Real estate investment trusts • Maryland
EXHIBIT 10.19 FIRST MODIFICATION AGREEMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT This First Modification Agreement to Third Amended and Restated Credit Agreement (the "Agreement") is made as of September 8, 1997, by BEDFORD PROPERTY...Modification Agreement • November 14th, 1997 • Bedford Property Investors Inc/Md • Real estate investment trusts
personally known to me or proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. ____________________________ EXHIBIT "A" Deeds of Trust and Lease Assignments California Properties 1. Village Green: Deed of Trust with Assignment of Rents, Security Agreement and Fixture Filing, recorded on July 7, 1994, in the Official Records of Contra Costa County, California, as Instrument No. 94-176593. Assignment of Leases, recorded on July 7, 1994, in the Official Records of Contra Costa County, California, as Instrument No. 94-176594. 2. Concord Diablo 3: Deed of Trust with Assignment of Rents, Security Agreement and Fixture Filing (Third Pa
EXHIBIT 10.35 FIFTH AMENDED AND RESTATED CREDIT AGREEMENT This FIFTH AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of May 18, 2001, among BEDFORD PROPERTY INVESTORS, INC., a Maryland corporation (the "Company"), BANK OF AMERICA, NATIONAL...Credit Agreement • August 14th, 2001 • Bedford Property Investors Inc/Md • Real estate investment trusts • California
ISDA International Swap Dealers Association, Inc.Isda Master Agreement • August 14th, 2001 • Bedford Property Investors Inc/Md • Real estate investment trusts • New York
ARTICLE 1 DEFINITIONS AND EXHIBITSPurchase Agreement • September 24th, 2002 • Bedford Property Investors Inc/Md • Real estate investment trusts • Arizona
Page 1. PURCHASE AND SALE OF PROPERTY. 1 2. PURCHASE PRICE. 1 3. EARNEST MONEY. 1 4. EVIDENCE OF TITLE. 1 5. CLOSING. 1 5.1 Seller's Extension and Termination Rights; Purchaser's Right of First Refusal. 1 5.1.1 Initial Extension Period. 1 5.1.2...Real Estate Sale Agreement • September 24th, 2002 • Bedford Property Investors Inc/Md • Real estate investment trusts
EXHIBIT 10.20Employment Agreement • March 27th, 1998 • Bedford Property Investors Inc/Md • Real estate investment trusts
EXHIBIT 2.1 AGREEMENT OF PURCHASE AND SALEPurchase and Sale Agreement • July 23rd, 1997 • Bedford Property Investors Inc/Md • Real estate investment trusts • Washington
FIXED RATE NOTELoan Agreement • November 14th, 2003 • Bedford Property Investors Inc/Md • Real estate investment trusts
FOR VALUE RECEIVED, BEDFORD TOWNE CENTRE PLAZA, LLC, a Delaware limited liability company (hereinafter referred to as “Borrower”), promises to pay to the order of JPMORGAN CHASE BANK, a New York banking corporation, its successors and assigns (hereinafter referred to as “Lender”), at the office of Lender or its agent, designee, or assignee at 270 Park Avenue, New York, New York 10017, Attention: Loan Servicing, or at such place as Lender or its agent, designee, or assignee may from time to time designate in writing, the principal sum of TWENTY-FIVE MILLION AND NO/100 DOLLARS ($25,000,000.00), in lawful money of the United States of America, with interest thereon to be computed on the unpaid principal balance from time to time outstanding at the Applicable Interest Rate (hereinafter defined) at all times prior to the occurrence of an Event of Default (as defined in the Security Instrument [hereinafter defined]), and to be paid in installments as set forth below. Unless otherwise herein
EXHIBIT 10.18 AMENDED AND RESTATED UNSECURED CREDIT AGREEMENT This AMENDED AND RESTATED UNSECURED CREDIT AGREEMENT is entered into as of June 15, 1998, among BEDFORD PROPERTY INVESTORS, INC., a Maryland corporation (the "Company"), BANK OF AMERICA...Unsecured Credit Agreement • July 21st, 1998 • Bedford Property Investors Inc/Md • Real estate investment trusts • California
EXHIBIT 10.17 FOURTH AMENDED AND RESTATED CREDIT AGREEMENT This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of June 15, 1998, among BEDFORD PROPERTY INVESTORS, INC., a Maryland corporation (the "Company"), BANK OF AMERICA NATIONAL...Credit Agreement • July 21st, 1998 • Bedford Property Investors Inc/Md • Real estate investment trusts • California
DEED OF TRUST NOTEDeed of Trust Note • March 12th, 2004 • Bedford Property Investors Inc/Md • Real estate investment trusts
FOR VALUE RECEIVED, BEDFORD RIO SALADO SPE, INC., an Arizona corporation, having its principal place of business at 270 Lafayette Circle, Lafayette, California 94549 (hereinafter referred to as “Maker”), promises to pay to the order of JOHN HANCOCK LIFE INSURANCE COMPANY, a Massachusetts corporation (“John Hancock”), its successors and assigns, at its principal place of business at John Hancock Tower, T-56, 200 Clarendon Street, Boston, Massachusetts 02116, and each successor or assign being hereinafter referred to as “Payee”), or at such place as the holder hereof may from time to time designate in writing, the principal sum of Three Million Eight Hundred Fifty Thousand and NO/100 DOLLARS ($3,850,000.00) in lawful money of the United States of America with interest thereon to be computed from the date of disbursement of the loan proceeds at the Applicable Interest Rate (hereinafter defined).
BetweenLoan Agreement • March 31st, 1997 • Bedford Property Investors Inc/Md • Real estate investment trusts • California
Exhibit 10.38Interest Rate Protection Agreement • August 14th, 2001 • Bedford Property Investors Inc/Md • Real estate investment trusts
PURCHASE AGREEMENT AND ESCROW INSTRUCTIONSPurchase Agreement • December 23rd, 2003 • Bedford Property Investors Inc/Md • Real estate investment trusts • Nevada
THIS PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS (“Agreement”) is entered into as of June ___, 2003, by and between Arville & Russell, LLC, a Nevada limited liability company (“Seller”), and Bedford Property Investors, Inc., a Maryland corporation (“Bedford”), for the sale to Bedford of the Property (defined in Section 1.2.11) located in the City of Las Vegas (the “City”), County of Clark (the “County”), and State of Nevada (the “State”). In consideration of the mutual covenants and agreements set forth in this Agreement Bedford and Seller agree as follows.
LOAN AGREEMENT Dated as of October 30, 2003 Between BEDFORD FEDERAL WAY II, LLC, as Borrower and BANK OF AMERICA, N.A., as LenderLoan Agreement • November 14th, 2003 • Bedford Property Investors Inc/Md • Real estate investment trusts
NOTELoan Agreement • November 13th, 2002 • Bedford Property Investors Inc/Md • Real estate investment trusts
FOR VALUE RECEIVED, the undersigned, Bedford Property Investors, Inc., a Maryland corporation (“Borrower”), whose Federal Tax Identification Number is 68-0306514, promises to pay to the order of Nationwide Life Insurance Company, an Ohio corporation, its successors and assigns (“Lender”) the principal sum of $22,600,000.00, together with interest on the principal balance of this Note (the “Note”), from time to time remaining unpaid, from the date of disbursement by Lender at the applicable interest rate hereinafter set forth, together with all other sums due hereunder or under the terms of the Deed of Trust (as hereinafter defined) in lawful money of the United States of America which shall be legal tender in payment of all debts at the time of such payment (the “Loan”). Both principal and interest and all other sums due hereunder shall be payable at the office of Lender at One Nationwide Plaza, Columbus, Ohio 43215-2220, Attention: Real Estate Investment Department, 34T or at such oth
RECITALSBpia Agreement • March 29th, 2001 • Bedford Property Investors Inc/Md • Real estate investment trusts • California
PURCHASE AGREEMENT AND ESCROW INSTRUCTIONSPurchase Agreement • December 23rd, 2003 • Bedford Property Investors Inc/Md • Real estate investment trusts • Arizona
THIS PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS (“Agreement”) is entered into as of August 29, 2003, by and between, CWA Acquisition, L.L.C., an Arizona limited liability company (“Seller”), and Bedford Property Investors, Inc., a Maryland corporation (“Bedford”), for the sale to Bedford of the Property (defined in Section 1.2.10) located in the City of Mesa (the “City”), County of Maricopa (the “County”), and State of Arizona (the “State”). In consideration of the mutual covenants and agreements set forth in this Agreement Bedford and Seller agree as follows.
THIRD AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 10th, 2005 • Bedford Property Investors Inc/Md • Real estate investment trusts
THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (the "Third Amendment") is entered into as of February 4, 2005 by and between Peter B. Bedford ("Bedford") and Bedford Property Investors, Inc., a Maryland corporation and successor in interest to ICM Property Investors, Incorporated (the "Company"), and amends the Employment Agreement between the Company and Bedford dated February 17, 1993 as amended by Amendment No. 1 to Employment Agreement, and Second Amendment to Employment Agreement dated July 15, 2003 (collectively, the "Agreement").
FORM OF BEDFORD PROPERTY INVESTORS, INC. CHANGE IN CONTROL SEVERANCE AGREEMENT]Change in Control Severance Agreement • February 13th, 2006 • Bedford Property Investors Inc/Md • Real estate investment trusts • California
This Change in Control Severance Agreement (the “Agreement”) is entered into this day of , 200 between [FULLNAME] (“Employee”) and Bedford Property Investors, Inc., a Maryland corporation (the “Company”). This Agreement is intended to provide Employee with the compensation and benefits described herein upon the occurrence of specific events following a change in control of the ownership of the Company (as defined below, “Change in Control”).
SIXTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 7th, 2004 • Bedford Property Investors Inc/Md • Real estate investment trusts • California
This SIXTH AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of March 31, 2004, among BEDFORD PROPERTY INVESTORS, INC., a Maryland corporation (the “Company”),each financial institution from time to time party to this Agreement (collectively, the “Banks”; each individually, a “Bank”), BANK OF AMERICA, N.A., as Administrative Agent for the Banks, Swing Line Lender and L/C Issuer, and UNION BANK OF CALIFORNIA, N.A., as Syndication Agent.
PURCHASE AGREEMENT AND ESCROW INSTRUCTIONSPurchase Agreement • December 23rd, 2003 • Bedford Property Investors Inc/Md • Real estate investment trusts • California
THIS PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS (“Agreement”) is entered into as of October ___, 2003, by and between Foothill-Operon I, LLC, a California limited liability company (“Seller”), and Bedford Property Investors, Inc., a Maryland corporation (“Bedford”), for the sale to Bedford of the Property (defined in Section 1.2.9) located in the City of Lake Forest (the “City”), County of Orange (the “County”), and State of California (the “State”). In consideration of the mutual covenants and agreements set forth in this Agreement, Bedford and Seller agree as follows.
CREDIT AGREEMENTCredit Agreement • November 13th, 2002 • Bedford Property Investors Inc/Md • Real estate investment trusts • California
This CREDIT AGREEMENT is entered into as of September 6, 2002, among BEDFORD PROPERTY INVESTORS, INC., a Maryland corporation (the “Company”), BANK OF AMERICA, N.A., a national banking association (“Bank of America”), and the several additional financial institutions from time to time party to this Agreement (collectively, the “Banks”; each individually, a “Bank”), BANK OF AMERICA, N.A., as Administrative Agent for the Banks, and BANC OF AMERICA SECURITIES, LLC, as Sole Lead Arranger and Sole Book Manager.
AMENDMENT NOW, THEREFORE, for and in consideration of the foregoing and the mutual covenants contained herein, the parties agree as follows:Bpia Agreement • May 4th, 2001 • Bedford Property Investors Inc/Md • Real estate investment trusts
BEDFORD PROPERTY INVESTORS, INC. SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 8th, 2003 • Bedford Property Investors Inc/Md • Real estate investment trusts • New York
Bedford Property Investors, Inc., a Maryland corporation (the “Company”), proposes to issue and sell (the “Private Placement”) to RBC Dain Rauscher Inc. (the “Initial Purchaser”) upon terms set forth in a purchase agreement dated as of July 29, 2003 (the “Purchase Agreement”) between the Company and the Initial Purchaser, 805,000 shares of 8.75% Series A Cumulative Redeemable Preferred Stock, par value $.01 per share, of the Company (the “Shares”). As an inducement to you to enter into the Purchase Agreement and purchase the Shares and in satisfaction of a condition to your obligations under the Purchase Agreement, the Company agrees with the Initial Purchaser for the benefit of the holders from time to time of the Shares, as follows:
RECITALSBpia Agreement • March 27th, 2002 • Bedford Property Investors Inc/Md • Real estate investment trusts
SECOND AMENDMENT OF PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • December 23rd, 2003 • Bedford Property Investors Inc/Md • Real estate investment trusts
THIS SECOND AMENDMENT OF PURCHASE AND SALE AGREEMENT (this "Agreement") made as of July 31, 2003, by and between ROOSEVELT COMMONS LIMITED PARTNERSHIP, an Arizona partnership (hereinafter referred to as "Seller"), and BEDFORD PROPERTY INVESTORS, INC., a Maryland corporation (hereinafter referred to as "Purchaser").
Exhibit 10.6(d) Third Amendment to BPIA Agreement This Third Amendment to BPIA Agreement (the "Third Amendment") is entered into as of December 10, 2000, by and between Bedford Property Investors, Inc., a Maryland corporation (the "Company") and...Bpia Agreement • March 29th, 2001 • Bedford Property Investors Inc/Md • Real estate investment trusts
Lafayette, CA 94549Change of Control Retention Agreement • August 8th, 2003 • Bedford Property Investors Inc/Md • Real estate investment trusts
Bedford Property Investors, Inc., a Maryland corporation (the “Company”), considers it essential to the best interests of its stockholders to take reasonable steps to retain key management personnel. Further, the Board of Directors of the Company (the “Board”) recognizes that the uncertainty and questions, which might arise among management in the context of a change in control of the Company, could result in the departure or distraction of management personnel to the detriment of the Company and its stockholders.
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 8th, 2003 • Bedford Property Investors Inc/Md • Real estate investment trusts
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Second Amendment”) is entered into as of July 15, 2003 by and between Peter B. Bedford (“Bedford”) and Bedford Property Investors, Inc., a Maryland corporation and successor in interest to ICM Property Investors, Incorporated (the “Company”), and amends the Employment Agreement between the Company and Bedford dated February 17, 1993 as amended by Amendment No. 1 to Employment Agreement (collectively, the “Agreement”).
