Exhibit 10.14


 


FIRST AMENDMENT


 


THIS FIRST AMENDMENT (the “Amendment”)
is made and entered into as of January 31, 2005, by and between CA-STADIUM TOWERS LIMITED PARTNERSHIP, a Delaware  limited partnership (“Landlord”) and PREMIER
COMMERCIAL BANK, N.A (“Tenant”).


 


RECITALS


 


A.            Landlord
and Tenant are parties to that certain lease dated June 2, 2003 as amended by
that certain Commencement Letter dated August 14, 2003 (collectively, the “Lease”). Pursuant to the Lease, Landlord has leased to
Tenant space currently containing approximately 4,013 rentable square feet (the
“Original Premises”) described as Suite
Nos. 450 and 655 on the 4th
and 6th floors of the
building commonly known as Stadium Towers located at 2400 East Katelia Avenue,
Anaheim, California (the “Building”).


 


B.            Landlord
and Tenant hereby acknowledge and agree that due to a scrivener error that
certain Commencement Letter dated August 14, 2003, incorrectly stated the
Termination Date as December 31, 2008 instead of November 30, 2008. Therefore,
Landlord and Tenant further acknowledge and agree that the Termination Date for
the Original Premises is November 30, 2008.


 


C.            Tenant
has requested that additional space containing approximately 4,467 rentable
square feet described as Suite No. 625 on the 6th floor of the Building shown on Exhibit A
hereto (the “Expansion Space”) be added to the
Original Premises and that the Lease be appropriately amended and Landlord is
willing to do the same on the following terms and conditions.


 


NOW, THEREFORE, in consideration of the above
recitals which by this reference are Incorporated herein, the mutual covenants
and conditions contained herein and other valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as
follows:


 


1.             Expansion
and Effective Date.


 


1.01.        Effective
as of January 1, 2006 (the “Expansion Effective Date”),
the Premises, as defined in the Lease, is increased from 4,013
rentable square feet on the 4th
and 6th floors to 8,480 rentable square feet on the 4th and 6th floors by the addition of the
Expansion Space, and from and after the Expansion Effective Date, the Original
Premises and the Expansion Space, collectively, shall be deemed the Premises,
as defined in the Lease. The Term for the Expansion Space shall commence on the
Expansion Effective Date and end on the Termination Date (i.e. November 30,
2008). The Expansion Space is subject to all the terms and conditions of the
Lease except as expressly modified herein and except that Tenant shall not be
entitled to receive any allowances, abatements or other financial concessions
granted with respect to the Original Premises unless such concessions are
expressly provided for herein with respect to the Expansion Space.


 


1.02.        The
Expansion Effective Date shall be delayed to the extent that Landlord fails to
deliver possession of the Expansion Space for any reason, including but not
limited to, holding over by prior occupants. Any such delay in the Expansion
Effective Date shall not subject Landlord to any liability for any loss or
damage resulting therefrom. If the Expansion Effective Date is delayed, the
Termination Date under the Lease shall not be similarly extended.


 


2.             Base Rent. In addition to Tenant’s
obligation to pay Base Rent for the Original Premises, Tenant shall pay
Landlord Base Rent for the Expansion Space as follows:


 


	
  Months of Term or Period

  	
   

  	
  Annual Rate Per 

  Square Foot

  	
   

  	
  Monthly Base Rent

  	
   

  
	
  1/01/06-11/30/08

  	
   

  	
  $

  	
  25.80

  	
   

  	
  $

  	
  9,604.05

  	
   

  
								



 


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All such Base
Rent shall be payable by Tenant in accordance with the terms of the Lease.


 


3.             Additional
Security Deposit. Upon commencement of this lease transaction by Tenant’s
execution hereof, Tenant shall pay Landlord the sum of $10,564.46 which is added
to and becomes part of the Security Deposit, if any, held by Landlord as
provided under Section 6 of the Lease as security for payment of Rent and the
performance of the other terms and conditions of the Lease by Tenant.
Accordingly, simultaneous with the execution hereof, the Security Deposit is
increased from $7,563.10 to $18,127.56.


 


4.             Tenant’s
Pro Rata Share. For the period commencing with the Expansion Effective
Date and ending on the Termination Date, Tenant’s Pro Rata Share for the
Expansion Space is 1.7499%.


 


5.             Expenses
and Taxes. For the period commencing with the Expansion Effective Date
and ending on the Termination Date, Tenant shall pay for Tenant’s Pro Rata Share
of Expenses and Taxes applicable to the Expansion Space in accordance with the
terms of the Lease, provided, however, during such period, the Base Year for
the computation of Tenant’s Pro Rata Share of Expenses and Taxes applicable to
the Expansion Space is 2006.


 


6.             Improvements
to Expansion Space.


 


6.01.        Condition of Expansion Space. Tenant has inspected the
Expansion Space and agrees to accept the same “as is” without any agreements,
representations, understandings or obligations on the part of Landlord to
perform any alterations, repairs or improvements.


 


6.02.        Responsibility for Improvements to Expansion Space. Any
construction, alterations of improvements to the Expansion Space shall be governed
in all respects by Section 9 of the Lease. In any and all events, the Expansion
Effective Date shall not be postponed or delayed if the initial improvements to
the Expansion Space are incomplete on the Expansion Effective Date for any
reason whatsoever. Any delay in the completion of initial improvements to the
Expansion Space shall not subject Landlord to any liability for any loss or damage
resulting thereform. Notwithstanding the foregoing, if Tenant completes tenant
improvement work to the Premises, Landlord shall install one exit door to the
corridor at Landlord’s sole cost and expense.


 


7.             Early
Access to Expansion Space. If Tenant is permitted to take possession of
the Expansion Space before the Expansion Effective Date, such possession shall
be subject to the terms and conditions of the Lease and this Amendment and
Tenant shall pay Base Rent and Additional Rent applicable to the Expansion
Space to Landlord to each day of possession prior to the Expansion Effective
Date. However, except for the cost of services requested by Tenant (e.g.
freight elevator usage), Tenant shall not be required to pay Rent for the
Expansion Space for any days of possession before the Expansion Effective Date
during which Tenant, with the approval of Landlord, is in possession of the
Expansion Space for the sole purpose of performing improvements or installing
furniture, equipment or other personal property.


 


8.             Other Pertinent Provisions.
Landlord and Tenant agree that, effective as of the date of this Amendment
(unless different effective date(s) is/are specifically referenced in this
Section), the Lease shall be amended in the following additional respects:


 


8.01.        Renewal
Option.


 


A.            Grant
of Option; Conditions. Tenant shall have the right to extend the Term (the “Renewal
Option”) for one additional period of 5 years commencing on the day following
the Termination Date of the initial Term and ending on the 5th anniversary of the
Termination Date (the “Renewal Term”), if:


 


1.             Landlord
receives notice of exercise (“Initial Renewal Notice”) not less than 9 full
calendar months prior to the expiration of the initial Term and not more than
12 full calendar months prior to the expiration of the initial Term; and


 


2.             Tenant
is not in default under the Lease beyond any applicable


 


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cure periods at the time that Tenant delivers its initial Renewal
Notice or at the time Tenant delivers its Binding Notice (as defined below);
and


 


3.             No
part of the Premises is sublet (other than pursuant to a Permitted Transfer, as
defined in Section 11 of the Lease) at the time that Tenant delivers its initial
Renewal Notice or at the time Tenant delivers its Binding Notice; and


 


4.             The
Lease has not been assigned (other than pursuant to a Permitted Transfer, as
defined in Section 11 of the Lease) prior to the date that Tenant delivers its initial
Renewal Notice or prior to the date Tenant delivers its Binding Notice.


 


B.            Terms
Applicable to Premises During Renewal Term.


 


1.             The
initial Base Rent rate per rentable square foot for the Premises during the
Renewal Term shall equal the Prevailing Market (hereinafter defined) rate per
rentable square foot for the Premises. Base Rent during the Renewal Term shall
increase, if at all, in accordance with the increases assumed in the
determination of Prevailing Market rate. Base Rent attributable to the Premises
shall be payable in monthly installments in accordance with the terms and
conditions of Section 4 of the Lease.


 


2.             Tenant
shall pay Additional Rent (i.e. Taxes and Expenses) for the Premises during the
Renewal Term in accordance with Section 4 of the Lease, and the manner and
method in which Tenant reimburses Landlord for Tenant’s share of Taxes and
Expenses and the Base Year, if any, applicable to such matter, shall be some of
the factors considered in determining the Prevailing Market rate for the
Renewal Term.


 


C.            Procedure
for Determining Prevailing Market.     Within 30
days after receipt of Tenant’s initial Renewal Notice, Landlord shall advise
Tenant of the applicable Base Rent rate for the Premises for the Renewal Term.
Tenant, within 15 days after the date on which Landlord advises Tenant of the
applicable Base Rent rate for the Renewal Term, shall either (i) give Landlord
final binding written notice (“Binding Notice”) of Tenant’s exercise of its
Renewal Option, or (ii) if Tenant disagrees with Landlord’s determination,
provide Landlord with written notice of rejection (the “Rejection Notice”). If
Tenant fails to provide Landlord with either a Binding Notice or Rejection
Notice within such 15 day period. Tenant’s Renewal Option shall be null and
void and of no further force and effect. If Tenant provides Landlord with a
Binding Notice, Landlord and Tenant shall enter into the Renewal Amendment (as
defined below) upon the terms and conditions set forth herein. If Tenant
provides Landlord with a Rejection Notice, Landlord and Tenant shall work
together in good faith to agree upon the Prevailing Market rate for the
Premises during the Renewal Term. When Landlord and Tenant have agreed upon the
Prevailing Market rate for the Premises, such agreement shall be reflected in a
written agreement between Landlord and Tenant, whether in a letter or
otherwise, and Landlord and Tenant shall enter into the Renewal Amendment in
accordance with the terms and conditions hereof. Notwithstanding the foregoing,
if Landlord and Tenant are unable to agree upon the Prevailing Market rate for
the Premises within 30 days after the date Tenant provides Landlord with the
Rejection Notice, Tenant’s Renewal Option shall be deemed to be null and void
and of no force and effect.


 


D.            Renewal
Amendment.     If Tenant is entitled to and
property exercises its Renewal Option, Landlord shall prepare an amendment (the
“Renewal Amendment”) to reflect changes in the Base Rent, Term, Termination Date
and other appropriate terms. The Renewal Amendment shall be sent to Tenant
within a reasonable time after Landlord’s receipt of the Binding Notice or
other written agreement by Landlord and Tenant


 


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regarding the Prevailing Market rate, and Tenant shall execute and
return the Renewal Amendment to Landlord within 15 days after Tenant’s receipt
of same, but, upon final determination of the Prevailing Market rate applicable
during the Renewal Term as described herein, an otherwise valid exercise of the
Renewal Option shall be fully effective whether or not the Renewal Amendment is
executed.


 


E.             Definition
of Prevailing Market.     For purposes of this
Renewal Option, “Prevailing Market” shall mean the arms length fair market
annual rental rate per rentable square foot under renewal leases and amendments
entered into on or about the date on which the Prevailing Market is being
determined hereunder for space comparable to the Premises in the Building and
office buildings comparable to the Building in the Orange/Anaheim, Orange,
Central County submarket area marketplace. The determination of Prevailing
Market shall take into account any material economic differences between the
terms of the Lease and any comparison lease or amendment, such as rent
abatements, construction costs and other concessions and the manner, if any, in
which the landlord under any such lease is reimbursed for operating expenses
and taxes. The determination of Prevailing Market shall also take into
consideration any reasonably anticipated changes in the Prevailing Market rate
from the time such Prevailing Market rate is being determined and the time such
Prevailing Market rate will become effective under the Lease.


 


F.             Subordination.     Notwithstanding
anything herein to the contrary, Tenant’s Renewal Option is subject and subordinate
to the expansion rights (whether such rights are designated as a right of first
offer, right of first refusal, expansion option or otherwise) of any tenant of
the Building existing on the date hereof.


 


8.02.        Parking. Effective as of the Expansion Effective Date,
Tenant shall lease from Landlord and Landlord shall lease to Tenant an
additional 18 non-reserved parking spaces (“Additional Parking Spaces”) in the
Parking Facility servicing the Building at $25.00 per Additional Parking Space
per month. Notwithstanding the foregoing, and subject to Landlord availability.
Tenant may convert up to 5 of the Additional Parking Spaces referenced herein
to reserved parking spaces upon prior written notice to Landlord at a charge of
$65.00 per reserved parking space per month. Except as modified herein, the use
of the Additional Parking Spaces shall be subject to the terms of the Lease.


 


8.03.        Signage. Landlord shall provide and install, at Tenant’s
cost, a Suite sign at the Premises and on the directory board of the Building
(collectively, “Signage”) using the standard graphics for the Building. Tenant
shall not be permitted to install any other signs or other identification
without Landlord’s prior written consent. Tenant shall bear the responsibility
for all actual costs associated with the Signage, including but not limited to
any modifications to the Signage once Landlord has completed the initial
listing and installation. Landlord, upon the expiration date or sooner
termination of the Lease, shall have the right to remove the Signage at Tenant’s
sole cost and expense. In addition, Landlord, at Tenant’s sole cost and
expense, shall have the right to remove the Signage if, at any time during the
Term: (i) Tenant assigns this Lease (except in connection with a Permitted
Transfer), (ii) Tenant sublets the Premises (except in connection with a
Permitted Transfer), or (iii) Tenant is in Default under any term or condition
of this Lease beyond any applicable notice and cure period.


 


9.             Miscellaneous.


 


9.01.        This
Amendment and the attached exhibits, which are hereby incorporated into and
made a part of this Amendment, set forth the entire agreement between the
parties with respect to the matters set forth herein. There have been no
additional oral or written representations or agreements. Under no
circumstances shall Tenant be entitled to any Rent abatement, improvement
allowance, leasehold improvements, or other work to the Premises, or any
similar economic incentives that may have been provided Tenant in connection with
entering into the Lease, unless specifically set forth in this Amendment.
Tenant agrees that neither Tenant nor its agents or any other parties acting on
behalf of Tenant shall disclose any matters set forth in this Amendment or
disseminate or distribute any


 


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information
concerning the terms, details or conditions hereof to any person, firm or
entity without obtaining the express written consent of Landlord.


 


9.02.        Except as herein modified or amended, the
provisions, conditions and terms of the Lease shall remain unchanged and in
full force and effect.


 


9.03.        In the case of any inconsistency between the provisions of the
Lease and this Amendment, the provisions of this Amendment shall govern and
control.


 


9.04.        Submission of this Amendment by Landlord is not an offer to
enter into this Amendment but rather is a solicitation for such an offer by
Tenant. Landlord shall not be bound by this Amendment until Landlord has
executed and delivered the same to Tenant.


 


9.05.        The capitalized terms used in this Amendment
shall have the same definitions as set forth in the Lease to the extent that
such capitalized terms are defined therein and not redefined in this Amendment.


 


9.06.        Tenant hereby represents to Landlord that
Tenant has dealt with no broker other than Corporate Realty in connection with
this Amendment. Tenant agrees to indemnify and hold Landlord, its trustees,
members, principals, beneficiaries, partners, officers, directors, employees, mortgagee(s) and agents, and the
respective principals and members of any such agents (collectively, the “Landlord Related Parties”) harmless from all claims of any
brokers claiming to have represented Tenant in connection with this Amendment.
Landlord hereby represents to Tenant that Landlord has dealt with no broker in
connection with this Amendment. Landlord agrees to indemnify and hold Tenant,
its trustees, members, principals, beneficiaries, partners, officers,
directors, employees, and agents, and the respective principals and members of
any such agents (collectively, the “Tenant Related Parties”)
harmless from all claims of any brokers claiming to have represented Landlord
in connection with this Amendment.


 


Equity Office Properties Management Corp. (“EOPMC”) is an affiliate of Landlord and represents
only the Landlord in this transaction. Any assistance rendered by any agent or
employee of EOPMC in connection with this Amendment or any subsequent amendment
or modification hereto has been or will be made as an accommodation to Tenant
solely in furtherance of consummating the transaction on behalf of Landlord,
and not as agent for Tenant.


 


9.07.        Each signatory of this Amendment represents hereby that he or she
has the authority to execute and deliver the same on behalf of the party hereto
for which such signatory is acting.


 


[SIGNATURES
ARE ON FOLLOWING PAGE]


 


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IN
WITNESS WHEREOF,
Landlord and Tenant have duly executed this Amendment as of the day and year
first above written.


 


 


	
   

  	
  LANDLORD:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CA-STADIUM TOWERS LIMITED
  PARTNERSHIP, a

  Delaware limited partnership

  
	
   

  	
   

  
	
   

  	
  By:          EOM GP, L.L.C., a Delaware limited
  liability 

  company, its general partner

  
	
   

  	
   

  
	
   

  	
  By:          Equity Office Management, L.L.C., a 

  Delaware limited liability company, its non-

  member manager

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mark Valentine

  	
   

  
	
   

  	
   

  	
  Name:

  	
     Mark
  Valentine

  	
   

  
	
   

  	
   

  	
  Title:

  	
     Managing
  Director-Leasing

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  
	
   

  	
  PREMIER COMMERCIAL BANK, N.A

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Ash Patel

  	
   

  
	
   

  	
  Name:

  	
  Ash Patel

  
	
   

  	
  Title:

  	
  President & COO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Viktor R. Uehlinger

  	
   

  
	
   

  	
  Name:

  	
  Viktor R. Uehlinger

  
	
   

  	
  Title:

  	
  EVP & CFO

  
							



 


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EXHIBIT
A


 


OUTLINE
AND LOCATION OF EXPANSION SPACE


 


 





 


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