exv10w5w2





Exhibit
10.5.2


THIRD AMENDMENT TO STANDARD OFFICE LEASE




     This THIRD AMENDMENT TO STANDARD OFFICE LEASE (this “Third Amendment”) is made and entered
into effective as of November 15, 2005, by and between AEW LT BREA IMPERIAL CENTRE, LLC, a
Delaware limited liability company (“Landlord”), and FREMONT INVESTMENT & LOAN, a California
industrial bank (“Tenant”).



RECITALS:




     A. Landlord’s predecessor-in-interest, Crown Brea Associates, LLC, a Delaware
limited liability company (“CBA”), and Tenant entered into that certain Standard Office Lease
dated as of April 23, 2004 (the “Original Lease”), as amended by that certain Notice of Lease
Term Dates dated as of October 12, 2004 (the “Commencement Notice”), and that certain Lease
Amendment No. 1 dated as of August ____, 2004 (the “First Amendment”), pursuant to which
CBA leased to Tenant and Tenant leased from CBA approximately 104,662 rentable square feet of space
(the “Original Premises”) in the building located at 2727 East Imperial Highway, Brea, California
92821 (the “Building”).



     B. Landlord succeeded to the interests of CBA as landlord under the Original Lease,
Commencement Notice and First Amendment.



     C. Pursuant to that
certain Lease Amendment No. 2 dated as of _________, 2005
(the “Second Amendment”), by and between Landlord and Tenant, the Premises were expanded to
include an additional 22,400 rentable square feet of space (the “Expansion Space”). The Original
Premises and the Expansion Space are collectively referred to herein as the “Premises”.
The Original Lease, as amended by the Commencement Notice, the First Amendment and the
Second Amendment, is referred to herein as the “Lease”.



     D. Landlord and Tenant now desire to amend the Lease to (i) provide for Tenant’s installation
of the Emergency Generator (as defined in Section 2 below), and (ii) modify various terms and
provisions of the Lease, all as hereinafter provided‘



AGREEMENT:




     NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained
herein, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:



     1. Capitalized Terms. Except as otherwise expressly provided herein to the contrary,
all capitalized terms used in this Third Amendment shall have the same meanings given such terms
in the Lease.



BREA IMPERIAL CENTER
[Fremont Investment & Loan]




 









 





     2. Emergency Generator. Landlord hereby agrees that, subject to Tenant’s compliance
with all applicable laws and all recorded covenants, conditions and restrictions affecting the
Project, and subject to the approval of all applicable governmental authorities, Tenant shall have
the right, at Tenant’s sole cost and expense and subject to the provisions of this
Section 2, to install one (1) 200 kw back-up emergency generator in the location depicted on
Exhibit A attached hereto (the area upon which such generator shall be located shall be
referred to herein as the “Generator Site”). Such generator (including the Fuel Tank, as described
in Section 2(h) below, contained within such generator) shall be of such size and specifications,
and include such platforms, fencing, enclosures, sheds and other related materials and equipment,
as shall be approved by Landlord prior to installation (collectively, the “Emergency Generator”),
which approval may be granted or denied in Landlord’s reasonable discretion. In addition, Tenant
shall have the right, subject to available capacity of the Building, to install such connection
equipment, such as conduits, cables, risers, feeders and materials (collectively, the “Generator
Connecting Equipment”) in the shafts, ducts, conduits, chases, utility closets and other
facilities of the Building as is reasonably necessary to connect the Emergency Generator to the
Premises and Tenant’s other machinery and equipment therein, subject, however, to the provisions
of Section 2(a), below. Tenant shall also have the right of access, consistent with Section 2(b),
below, to the areas where the Emergency Generator and any such Generator Connecting Equipment are
located for the purposes of maintaining, repairing, testing and replacing the same.



          a. Generator Equipment. The installation of the Emergency Generator and
related Generator Connecting Equipment (herein referred to together and/or separately as the
“Generator Equipment”) shall be performed in accordance with and subject to the provisions
of this Section 2 and Article 9 of the Original Lease, and the Generator Equipment shall be
treated for all purposes of the Lease (as amended hereby) as if the same were Tenant’s
property.
For the purposes of determining Tenant’s obligations with respect to its use of the Generator
Site
and Generator Equipment as herein provided, the Generator Site shall be deemed to be a portion
of the Premises; consequently, all of the provisions of the Lease (as amended hereby) with
respect to Tenant’s obligations hereunder shall apply to the installation, use and maintenance
of the Generator Equipment, including without limitation, provisions relating to compliance with
requirements as to insurance, indemnity, repairs and maintenance, and compliance with laws.




          b. Non-Exclusive Right. It is expressly understood that Landlord retains the
right to grant third parties the right to utilize any portion of the Project located outside
the Premises not utilized by Tenant as the Generator Site, provided in each event that Tenant
shall
have reasonable access to, and Landlord shall not unreasonably interfere with the use of, the
Generator Equipment.




          c. Tenant’s Covenants. Tenant shall install, use, maintain and repair the
Generator Equipment so as not to damage or interfere with the operation of the Project or
Building (as defined below), any portion thereof, including, without limitation, the Generator
Site, the Systems and Equipment (as defined below), and any other generators or power sources
or similar equipment located in or on the Building or Project. Tenant hereby agrees to
indemnify, defend and hold Landlord and Landlord’s partners and subpartners, and their
respective officers, agents, property managers, servants, employees, and independent
contractors
(collectively, the “Landlord Parties”) harmless from and against any and all loss, cost,
damage,




BREA IMPERIAL CENTER
[Fremont Investment & Loan]





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expense and liability, including, without limitation, court costs and reasonable attorneys’,
accountants’, appraisers’ and other professionals’ fees (collectively, “Claims”)
arising out of Tenant’s installation, use, operation, maintenance and removal of the Generator
Equipment, but shall have no liability or obligation for any Claims to the extent arising from
Landlord’s negligence or willful misconduct and not insured or required to be insured by Tenant
under the Lease, as amended hereby. As used herein, “Systems and Equipment” shall mean any plant,
machinery, transformers, duct work, cable, wires, and other equipment, facilities, and systems
designed to supply heat, ventilation, air conditioning and humidity or any other services or
utilities, or comprising or serving as any component or portion of the electrical, gas, steam,
plumbing, sprinkler, communications, alarm, security, or fire/life safety systems or equipment, or
any other mechanical, electrical, electronic, computer or other systems or equipment which serve
the Building or Project in whole or in part.




          d. Landlord’s Obligations. Landlord shall not have any obligations with
respect to the Generator Site, the Generator Equipment or compliance with any requirements
relating thereto, nor shall Landlord be responsible for any damage that may be caused to the
Generator Equipment, except to the extent caused by the gross negligence or willful misconduct
of Landlord and not insured or required to be insured by Tenant under the Lease (as amended
hereby). Landlord makes no representation that the Generator Equipment will be able to supply
sufficient power to the Premises, and Tenant agrees that Landlord shall not be liable to
Tenant
therefor.




          e. Condition of Generator Site. Tenant shall accept the Generator Site in its
“AS-IS” condition, without any representations or warranties made by Landlord concerning
same (including, but not limited to, the purposes for which such areas are to be used by
Tenant),
and Landlord shall have no obligation to contract or pay for any improvements or other work in
or for the Generator Site, and Tenant shall be solely responsible, at its sole cost and
expense, for
preparing the Generator Site for the installation of the Generator Equipment and for
constructing
any improvements or performing any other work in such areas pursuant to and in accordance
with the provisions of this Section 2. Tenant, at Tenant’s sole cost and expense, shall
maintain
the Generator Equipment and install such enclosures, visual screening, landscaping, fencing
and
other protective equipment on or about the Generator Equipment as Landlord may reasonably
require.




          f. Repairs. Tenant shall (i) be solely responsible for any damage caused as a
result of the Generator Equipment, (ii) promptly pay any tax, license or permit fees charged
pursuant to any requirements in connection with the installation, maintenance or use of the
Generator Equipment and comply with all precautions and safeguards recommended by all
governmental authorities, and (iii) subject to the waiver of subrogation set forth in Section
14(d)
of the Original Lease, make necessary repairs, replacements to or maintenance of the Generator
Equipment and Generator Site. Tenant shall have the work which is Tenant’s obligation to
perform under this Section 2 (including, without limitation, all installation, modification
and
maintenance of the Generator Equipment) performed promptly and diligently in a first-class,
workmanlike manner, by contractors and subcontractors approved by Landlord.




          g. Installation. Tenant shall install and operate the Generator
Equipment in compliance with all applicable laws and all recorded covenants, conditions and
restrictions




BREA IMPERIAL CENTER
[Fremont Investment & Loan]





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affecting the Project. Prior to the installation of the Generator Equipment or the performance of
any modifications or changes thereto, Tenant shall comply with the following:




               i) Tenant shall submit to Landlord in writing all plans for such installations, modifications
or changes for Landlord’s approval, which approval shall be granted or denied in Landlord’s
reasonable discretion within fifteen (15) business days of Landlord’s receipt of such plans;



               ii) prior to commencement of any work, Tenant shall obtain the required approvals of all
federal, state and local governmental authorities, and Tenant shall promptly deliver to Landlord
copies of such required approvals, including, but not limited to, a signed-off permit from the
City of Brea;



               iii) all of such work shall conform to Landlord’s design specifications for the Project,
Building and the Generator Site and Landlord’s requirements, including, but not limited to, weight
and loading requirements, and shall not adversely affect the structural components of the Building
or interfere with any Systems and Equipment located in, upon or serving the Project, Building or
the Generator Site; provided, however, that Landlord shall, within fifteen (15) business days of
receiving full and complete copies of Tenant’s plans (but in any event prior to Tenant’s
installation of the Emergency Generator), use commercially reasonable efforts to inform Tenant in
writing whether Tenant’s proposed work is, to Landlord’s actual knowledge based solely upon its
receipt of such plans, in conformity with the requirements of this Paragraph (iii); and



               iv) the Generator Equipment shall be clearly marked to show Tenant’s name, address, telephone
number and the name of the person to contact in case of emergency.



          h. Hazardous Materials. Tenant shall not use any Hazardous Material (as defined in
Section 28(d) of the Original Lease) in connection with the Generator Equipment, except that
Tenant may use diesel fuel stored in a double walled steel tank (the “Fuel Tank”) contained within
the Emergency Generator (the exact location and size of which Fuel Tank shall be approved by
Landlord), as long as such fuel and Fuel Tank are kept, maintained and used in accordance with all
applicable laws and industry safety standards for such use, and so long as such fuel is always
stored within the Fuel Tank and is not used or stored in any area outside of the Emergency
Generator. Tenant’s installation, use, maintenance and removal of the Generator Equipment and the
Fuel Tank shall be subject to the provisions of Article 28 of the Original Lease relating to
Hazardous Material, including, without limitation, Tenant’s remediation and indemnity obligations
therein.




          i. Security. Physical security of the Generator Site and the Generator Equipment is
the sole responsibility of Tenant, who shall bear the sole cost, expense and liability of any
security services, emergency alarm monitoring and other similar services in connection therewith.
Landlord shall not be liable to Tenant for any direct, indirect, consequential or other damages
arising out of or in connection with the physical security, or lack thereof, of the Generator Site
and/or Generator Equipment.




BREA IMPERIAL CENTER

[Fremont Investment & Loan]




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          j. Generator Testing. The Generator Equipment shall be routinely tested and inspected
by a qualified contractor selected by Tenant and reasonably approved by Landlord, at Tenant’s
expense, in accordance with testing and inspection service contracts reasonably approved by
Landlord. Tenant will provide Landlord with copies of certificates and other documentation related
to the testing of the Generator Equipment. Testing hours are restricted, however, to those
specific hours reasonably set and determined by Landlord from time to time.




          k. Environmental Testing. At any time during the Term (and any renewals thereof), but
not more than once in any preceding twelve (12) month period, Landlord shall have the right to
conduct, at Landlord’s sole cost and expense, environmental audits, tests and/or site assessments
on the Generator Site; provided, however, that if Landlord discovers through such
audits, tests and/or site assessments conditions at the Generator Site that do not comply with
applicable legal environmental standards, Tenant shall reimburse Landlord for Landlord’s
reasonable, out-of-pocket costs and expenses associated with such audits, tests and/or site
assessments, which costs and expenses shall be due and payable by Tenant within ten (10) days
after receipt of an invoice from Landlord, together with appropriate documentation evidencing such
violation and such reasonable costs and expenses. In the event such environmental audits, tests
and/or site assessments discover conditions that do not meet legal environmental standards,
Landlord shall immediately notify Tenant of such conditions and Tenant shall immediately correct,
at Tenant’s sole cost and expense, any such conditions in accordance with applicable laws and as
reasonably recommended by Landlord, including the cost of re-testing, whether or not formally
ordered or required by applicable laws, unless such conditions were not caused by the
installation, presence and/or operation of the Emergency Generator and/or the Generator Connecting
Equipment or any other act or omission of Tenant or any Tenant Parties. Notwithstanding anything
to the contrary in the foregoing, the reasonable, out-of-pocket costs and expenses incurred by
Landlord in connection with any environmental audits, tests and/or site assessments on the
Generator Site performed by or on behalf of Landlord at the expiration of the Term of the Lease,
or earlier removal of the Emergency Generator, shall be paid for by Tenant regardless of whether
or not such audits, tests and/or site assessments discover conditions that do not meet legal
environmental standards, and Tenant shall reimburse Landlord for such costs and expenses within
ten (10) days after receipt of an invoice from Landlord, together with appropriate documentation
evidencing such reasonable costs and expenses.




          l. Landlord’s Insurance. In the event Landlord is required to maintain additional
insurance coverage as a direct result of the Emergency Generator and/or the Generator Connecting
Equipment, Landlord shall obtain a separate rider to be attached to its applicable insurance
policy specifically for the Emergency Generator and/or the Generator Connecting Equipment. Tenant
shall reimburse Landlord for the reasonable annual cost of such insurance rider for coverage of
the Emergency Generator and/or the Generator Connecting Equipment, within ten (10) days after
receipt of an invoice from Landlord, together with appropriate documentation evidencing such cost.
The cost of such insurance rider for the Emergency Generator and/or the Generator Connecting
Equipment shall be a direct charge to Tenant and shall not be included in Tenant’s Proportionate
Share of Operating Costs. Notwithstanding the foregoing, Tenant may, at its option, obtain its own
insurance policy covering the Emergency Generator and/or the Generator Connecting Equipment,
provided that such policy shall be subject to Landlord’s reasonable approval and shall name
Landlord as an additional insured.




BREA IMPERIAL CENTER

[Fremont Investment & Loan]




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          m. Default. If Tenant fails to perform any of its obligations under this Section 2,
and does not correct such noncompliance within ten (10) business days after receipt of written
notice thereof from Landlord or such longer period as may be reasonably necessary to correct such
noncompliance, so long as Tenant commences to correct such noncompliance within such ten (10)
business day period and thereafter proceeds with due diligence to correct such noncompliance, then
Tenant shall be deemed in default under the Lease (as amended hereby), notwithstanding any other
notice or cure period provided in the Lease, and in addition to all other remedies Landlord may
have under the Lease (as amended hereby), Tenant shall, upon notice from Landlord, immediately
discontinue its use of that portion of the Generator Equipment to which such noncompliance relates
until such noncompliance is corrected, and make such repairs and restoration as required under
Section 2(n) below with respect thereto.




          n. Removal at End of Term. Upon the expiration of the Term or upon any earlier
termination of the Lease (as amended hereby), Tenant shall remove the Generator Equipment,
including, without limitation all electrical switch gear, underground conduit and feeders,
architectural enclosure and/or modifications to the Generator Site repair any damage caused
thereby, and restore the Generator Site and other facilities of the Building and Project to
substantially the same condition existing prior to the installation of the Generator Equipment
provided that such restoration obligation shall not apply to ordinary wear and tear or any damage
resulting from casualty. Any and all removal of the Generator Equipment shall be performed in
compliance with all applicable laws by certified and licensed contractors previously approved in
writing by Landlord (which approval shall not be unreasonably withheld, conditioned or delayed)
and in accordance with a previously approved removal plan, in a workmanlike manner, without any
interference, damage or destruction to any other equipment, structures or operations at the
Generator Site, the Building or the Project and/or any equipment of other licensees or tenants.
Tenant shall obtain all permits and approvals required by all federal, state and local
governmental authorities in connection with such removal, if any, and Tenant shall promptly
deliver to Landlord copies of such permits and approvals. If Tenant fails to timely make such
removal and/or restoration, then Landlord may perform such work at Tenant’s cost, which cost shall
be immediately due and payable to Landlord upon Tenant’s receipt of invoice therefor from
Landlord.




     3. Landlord’s Addresses. Landlord’s address for rent payments is hereby
changed to:


AEW LT Brea Imperial Centre, LLC 
P.O.
Box 1000 
Dept. 197-2638 
Memphis, TN
38148-2638




     Landlord’s address for notices set forth in Section 30(l) of the Original Lease is hereby
changed to:


c/o AEW Capital Management, L.P.

World Trade Center East 
Two Seaport
Lane 
Boston, MA 022l0-2021




BREA IMPERIAL CENTER

[Fremont Investment & Loan]




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               Attention: Asset Manager



     4. No Broker. Each party hereby represents and warrants that it has not dealt
with any broker in connection with this Third Amendment, and to such party’s knowledge, no
broker negotiated or participated in the negotiations of this Third Amendment or is entitled to
any commission in connection herewith. Each party agrees to indemnify, protect and defend
the other party against and hold the other party harmless from any and all claims, demands,
losses, liabilities, lawsuits, judgments, and costs and expenses (including, without limitation
reasonable attorneys’ fees) with respect to any leasing commissions or equivalent compensation
alleged to be owing on account of the indemnifying party’s dealings with any real estate broker or
agent.



     5. No Further Modification. Except as set forth in this Third Amendment, all of
the terms and provisions of the Lease shall remain unmodified and in full force and
effect.



     IN WITNESS WHEREOF, Landlord and Tenant have caused this Third Amendment to be duly
executed as of the date first above written.



 




	 	 	 	 	 
	“LANDLORD”      	AEW LT BREA IMPERIAL CENTRE, LLC,

a Delaware limited liability company

 	 
	 	By:  	/s/ Alison L. Husid
 	 
	 	 	Name:  	Alison L. Husid 	 
	 	 	Title:  	Authorized Signatory 	 
	 



 




	 	 	 	 	 
	“TENANT”	FREMONT INVESTMENT & LOAN,

a California industrial bank

 	 
	 	By:  	/s/ Steve Diubaldo	 
	 	 	Name:  	Steve Diubaldo 	 
	 	 	Title:  	Chief Administrative Officer 	 
	 



BREA IMPERIAL CENTER

[Fremont Investment & Loan]





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