Exhibit 10.37
Sanwa Sanwa Bank Plaza
Bank 000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxxxxx Xxx Xxxxxxx, Xxxxxxxxxx
00000-0000
TO: Bedford Property Investors, Inc.
000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Contact: Xxxx Xxxxxx,
Chief Financial Officer
RE: INTEREST RATE PROTECTION AGREEMENT
DATE: June 18, 2001
Dear Xx. Xxxxxx,
The purpose of this letter is to confirm the terms and
conditions of the Derivative Transaction entered into between us on
the Trade Date specified below (the "Specified Transaction"). This
letter agreement constitutes a "Confirmation" as referred to in the
1992 ISDA definitions.
The definitions and provisions contained in the 1992 ISDA
Definitions (as published by the International Swap Dealers
Association - ISDA) are incorporated into this Confirmation. In the
event of any inconsistency between those definitions and provisions
and this Confirmation, this Confirmation will govern.
Each party will make payment specified in the Confirmation as
being payable by it, no later than the due date for value on that
date in the place of the account specified below, in freely
transferable funds and in the manner customary for payment in the
required currency.
This Confirmation supplements, forms part of, and is subject
to, the ISDA Master Agreement and Schedule dated as of May 15, 2001,
and as amended and supplemented from time to time (the "Master
Agreement"), between you and us. All provisions contained in the
Master Agreement govern this Confirmation except as expressly
modified below.
The terms of the particular Rate Protection Transaction to
which this Confirmation relates are as follows:
TYPE OF TRANSACTION: Interest Rate Swap Transaction
NOTIONAL AMOUNT: $7,386,063 (see amortization
schedule)
TRADE DATE: June 14, 2001
EFFECTIVE DATE: June 18, 2001
TERMINATION DATE: July 1, 2002
FIXED AMOUNTS:
FIXED RATE PAYER: Bedford Property Investors, Inc.
FIXED RATE PAYER PAYMENT DATE: The 1st of each month commencing
July 1, 2001, to and including
the Termination Date, subject to
adjustment in accordance with the
Following Modified Business Day
Convention.
FIXED AMOUNT: Notional x Fixed x Fixed Rate Day
Amount Rate Count
Fraction
FIXED RATE: 4.15%
FIXED RATE DAY COUNT FRACTION: Actual/360
FLOATING AMOUNTS:
FLOATING RATE PAYER: Sanwa Bank California
FLOATING RATE PAYER
PAYMENT DATES: The 1st of each month commencing
July 1, 2001, to and including
the Termination Date, subject to
adjustment in accordance with the
Following Modified Business Day
Convention.
FLOATING RATE FOR INITIAL
CALCULATION PERIOD: 4.08%
FLOATING RATE OPTION: USD-LIBOR-BBA
DESIGNATED MATURITY: One (1) Month
SPREAD: None
FLOATING RATE DAY COUNT FRACTION: Actual/360
RESET DATES: First Day of each calculation
period, based on Libor rate
setting five (5) London Banking
days prior to calculation period.
COMPOUNDING: Not Applicable
CALCULATION AGENT: Sanwa Bank California
BUSINESS DAY CENTERS: London/New York
ROUNDING CONVENTION: The simple arithmetic mean of
rates expressed as a percentage
rounded to five decimal places.
SANWA BANK PAYMENT INSTRUCTIONS: Sanwa Bank California (SBCL)
Settlement payment format to be
determined.
BEDFORD PROPERTY INVESTORS, INC.
PAYMENT INSTRUCTIONS: Bedford Property Investors, Inc.
Settlement payment format to be
determined.
Each party represents to the other party on the date hereof that
(absent a written agreement between the parties that expressly
imposes affirmative obligation to the contrary for this transaction):
(A) Non Reliance. It has made its own independent decision to
enter into this transaction, is acting at arm's length for
its own account, and is not relying on any communication
(written or oral) of the other party as a recommendation
or investment advice regarding this transaction.
(B) Evaluation and understanding. It has the capability to
evaluate and understand (on its own behalf or through
independent professional advice), and does understand, the
terms, conditions and risks of this transaction and is
willing to accept those terms and conditions and to assume
(financially and otherwise) those risks.
Each party hereby agrees to make payments to the other in accordance
with this Confirmation and the Master Agreement. Please confirm your
Agreement to be bound by the terms of the foregoing by executing this
Confirmation and returning it to:
Sanwa Bank - Treasury Operations
Attention: Xxxxx Xxxxxxxxxx
1977 Saturn St., Mail Sort OC4-12
Xxxxxxxx Xxxx, XX 00000
Telephone number (000) 000-0000
We are very pleased to have executed this Rate Protection Transaction
with Bedford Property Investors, Inc.
For and on behalf of:
SANWA BANK CALIFORNIA
By: /s/Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: VP & Treasury Compliance Manager
Confirmed as of the date first above written:
Bedford Property Investors, Inc.
By: /s/Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Chief Financial Officer
SANWA BANK CALIFORNIA
INDICATIVE SWAP AMORTIZATION SCHEDULE
1-Month LIBOR/Swap to a fixed LIBOR set (5) London Banking days
prior to the first
paid and reset monthly on the first
DETAILS
SETTLEMENT DATE 6/18/01
1ST PAYMENT DATE 7/1/01
AMOUNT $7,386,063.00
LOAN RATE 5.48000%
BASIS TOP (30,ACT) 30
BASIS BOTTOM (360,365) 360
AMORTIZATION TYPE (p&i or p) P&I
PAYMENT # OF PRINCIPAL * REMAINING
DATE DAYS (Estimated) BALANCE
06/18/01 $7,386,063.00
07/01/01 30 $12,272.65 $7,373,790.35
08/01/01 30 $12,328.70 $7,361,461.65
09/01/01 30 $12,385.00 $7,349,076.65
10/01/01 30 $12,441.56 $7,336,635.09
11/01/01 30 $12,498.37 $7,324,136.72
12/01/01 30 $12,555.45 $7,311,581.27
01/01/02 30 $12,612.79 $7,298,968.48
02/01/02 30 $12,670.38 $7,286,298.10
03/01/02 30 $12,728.25 $7,273,569.85
04/01/02 30 $12,786.37 $7,260,783.48
05/01/02 30 $12,844.76 $7,247,938.72
06/01/02 30 $12,903.42 $7,235,035.30
07/01/02 30 Swap Matures
* - Principal payments are estimated, and are subject to re-forecast
to match loan payment changes.
