Exhibit 10.46


 


LEASE SUPPLEMENT


 


	
  DATE:

  	
   

  	
  May 28,
  2003

  
	
   

  	
   

  	
   

  
	
  PARTIES:

  	
   

  	
  CITINATIONAL
  BUCKEYE BUILDING CO. (“Landlord”)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CITY
  NATIONAL BANK (“Tenant”)

  
	
   

  	
   

  	
   

  
	
  BACKGROUND:

  	
   

  	
  Landlord
  has heretofore leased to Tenant, the Ground Floor and floors 2, 3, 4, 5, 6,
  9, 10, 11, 20 and 21 in the building commonly known as 606 South Olive
  Street, Los Angeles, California (the “Building”) pursuant to leases described
  on Exhibit “A” annexed hereto (the “Leases”).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Landlord
  has entered into an agreement to sell the Building to Moses Hanasab, Yehouda
  Hanasab and Haroon Hanasab (collectively, the “Buyer”) pursuant to a Real
  Property Purchase Agreement dated March 19, 2003, as supplemented by a
  Supplemental Agreement and Escrow Instructions dated May 14, 2003
  (collectively, the “Purchase Agreement”).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  One
  of the conditions to closing the Purchase Agreement is that the Leases be
  modified in certain particulars.  Landlord has requested Tenant, and
  Tenant, for good and valuable consideration has agreed, to modify the Leases
  in those particulars.

  



 


Accordingly, Landlord and Tenant hereby agree to
modify the Leases as follows:


 


1.             The
foregoing background information is hereby incorporated herein as if herein set
forth verbatim.


 


2.             Landlord
and Tenant hereby modify the Leases as follows:


 


A.            Tenant’s rights to cancel the Leases
prior to their respective expiration dates are hereby terminated and waived,
and, except as extended below, the Leases shall remain in full force and effect
for their full terms as set forth on Exhibit “A”.


 


B.            The Lease dated as of September 30,
1996, as amended, for the ground floor portion of the Building now occupied by
Tenant commonly known as Suite 100 is extended to December 31,
2011.  That Lease shall expire pursuant to its terms on December 31,
2006 with respect to floors 2, 3, 4, 6, 9, 10, 20 and 21 of the Building.


 


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From and after January 1,
2007, the rent for the ground floor portion of the Building under the extended
lease shall be $16,628.00 per month, and Tenant’s share of any increase in
Property Taxes and Operating Costs under Paragraph 20 of the extended ground
floor lease shall be 3.10%.


 


C.            The Lease dated as of August 1,
2000, as amended, for the entire fifth floor of the Building now occupied by
Tenant is extended to November 10, 2009.  From and after January 1,
2007, the rent for the fifth floor of the Building occupied by Tenant shall be
$19,500.00 per month, and Tenant’s share of any increase in Property Taxes and
Operating Costs under Paragraph 20 of the Lease shall be 5.11%.


 


D.            The Lease dated as of November 1,
2002 for 9696 square feet of space on the eleventh floor of the Building now
occupied by Tenant is extended to November 10, 2009.  From and after January 1,
2007, the rent for the eleventh floor of the Building occupied by Tenant shall
be $16,968.00 per month, and Tenant’s share of any increase in Property Taxes
and Operating Costs under Paragraph 20 of the Lease shall be 3.44%.


 


E.             All of the foregoing extensions
shall be on the same terms and conditions of Tenant’s existing leases for the
space in question, except:


 


(i)            Tenant shall have the right to
sublease any such leased space without the consent of Buyer or its successor
owners so long as the sublessee shall utilize the subleased space for a purpose
generally consistent with usage in other first class downtown Los Angeles
multi-story office buildings, and so long as such sublessee is not an existing
tenant of the Building.  In addition, there shall be no sublease to a
consulate or a tenant that will add to utility, maintenance, security or other
building costs above those of a normal office tenant.  There shall be no
restaurant or club on the ground floor of the Building;


 


(ii)           Tenant shall be entitled to maintain
its roof top identification sign as long as it remains the responsible (as
contrasted to occupying) party under its leases for the ground floor, fifth
floor and eleventh floor space in the Building;


 


(iii)          The right to maintain such roof top
sign shall pass to any successor subtenant of Tenant for entire of such ground
floor, fifth floor and eleventh floor space; and


 


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(iv)          Sixty (60) days prior to November 10,
2009, Tenant must either extend the maturity date of both the fifth floor and
the eleventh floor leases to November 10, 2010, or extend one of the
leases to November 10, 2011, in which event the other lease shall expire
on November 10, 2009.  If Tenant fails to make such election, it
shall be deemed to have elected to extend both the fifth floor and eleventh
floor leases to November 10, 2010.  No lease extension will be
provided for any other portion of the Tenant’s currently leased premises in the
Property.


 


3.             Except
as herein provided, the Leases remain unamended and in full force and effect.


 


	
   

  	
  CITINATIONAL
  BUCKEYE BUILDING CO.,

  
	
   

  	
  a
  California limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Citinational
  Bancorporation

  one of its general partners

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/
  Frank Pekny

  
	
   

  	
   

  	
   

  	
  Frank
  Pekny

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Olive-Sixth
  Buckeye Co.

  one of its general partners

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/
  Bram Goldsmith

  
	
   

  	
   

  	
   

  	
  Bram
  Goldsmith

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CITY
  NATIONAL BANK

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Frank Pekny

  
	
   

  	
  Its:

  	
  VC &
  CFO

  
					



 


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EXHIBIT “A”


 


	
  SPACE
  LEASED

  	
   

  	
  DATE OF LEASE

  (and any prior amendments)

  	
   

  	
  TERM EXPIRES

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ground,
  2nd, 3rd, 4th, 6th, 9th, 10th, 20th and 21st floors

  	
   

  	
  9/30/96,
  amended 5/1/98, 11/13/98 and 11/1/02

  	
   

  	
  December 31, 2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5th
  floor

  	
   

  	
  8/1/2000,
  amended 11/1/02

  	
   

  	
  December 31, 2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Part of
  11th floor

  	
   

  	
  11/1/02

  	
   

  	
  December 31, 2006

  



 


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