Fifth Amendment to BPIA Agreement
This Fifth Amendment to BPIA Agreement (the
"Fifth Amendment") is entered into as of November 10,
2001, by and between Bedford Property Investors, Inc.,
a Maryland corporation (the "Company") and Bedford
Acquisitions, Inc. (formerly known as Westminster
Holdings, Inc.), a California corporation ("BPIA")
with reference to the following facts.
RECITALS
A. Company and BPIA entered into that certain BPIA
Agreement dated as of January 1, 1995, as amended
by the Amendment to BPIA Agreement dated as of
January 1, 1997; the Second Amendment to BPIA Agreement
dated January 1, 1999; the Third Amendment to BPIA
Agreement dated December 1, 2000; the Fourth Amendment
to BPIA Agreement dated December 10, 2000 (collectively
the "Agreement"), under the terms of which
BPIA performs certain services for Company.
B. Company and BPIA desire to amend the Agreement
to extend the term of the Agreement and
clarify the timing of fee payments as set
forth herein.
AMENDMENT
NOW, THEREFORE, for and in consideration of the foregoing
and the mutual covenants contained herein, the parties
agree as follows:
1. Section 1 of the Agreement is deleted in its
entirety and replace with the following:
"Term of Contract. This Agreement will
expire on December 31, 2002. Unless either party
has given notice to the other party of its intention
to terminate the Agreement by October 31, 2002, the
Agreement will continue through December 31, 2003.
The Company shall have the further right to terminate
this Agreement upon sixty (60) days prior notice at
any time, subject to the payment of BPIA's fees as
contemplated in Section 3 of this Agreement."
2. The Financing Fee that is earned for securing
financing and administering loans (including substitution
or release of collateral) as provided for in Section
2 (c) of the Second Amendment, is due and payable in
equal annual installments payable over the shorter of
the term of the loan or (ii) three years. To the
extent such Financing Fees are earned for renewal or
extension of an existing loan, the first year's fee
shall be deemed earned and due on the first business
day following the maturity date of the loan that is
renewed or extended.
3. This Fifth Amendment shall be binding upon and
shall inure to the benefit of the parties hereto,
their respective heirs, executors, and assigns.
4. Terms not otherwise defined in this Fifth
Amendment but which are defined in the Agreement shall
have the meanings given to them in the Agreement.
In Witness Whereof, the parties hereto have executed
and delivered this Fifth Amendment as of the day
and year first above written.
"Company"
Bedford Property Investors, Inc., a Maryland corporation
By:/s/Xxxxx X. Xxxxx
*******************
Xxxxx X. Xxxxx
Executive Vice
President
"BPIA"
Bedford Acquisitions, Inc., a California corporation
By: /s/Xxxxx X. Xxxxxxx
********************
Xxxxx X. Xxxxxxx
President
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BPIA/Fifth amend/03/26/02
