Exhibit 10.17


 


FIRST AMENDMENT TO OFFICE LEASE


 


This First
Amendment to Office Lease (“First Amendment”) is entered into as of
September 18, 2003, by and between 9320 WILSHIRE ASSOCIATES, L.L.C., a
California limited liability company (“Landlord”), and PACIFIC CREST BANK, a
California corporation (“Tenant”).


 


R  E  C  I  T  A
L  S:


 


A.                          Landlord
and Tenant entered into that certain Office Lease, dated as of May 16,
2001 and which is hereinafter referred to as the Lease (the “Lease”), whereby
Landlord leased to Tenant, and Tenant leased from Landlord, certain office
space consisting of 3,102 rentable square feet on the 1st floor
known as Suite 105 as outlined on the attached Exhibit “A” (the “Premises”)
located in the building known as 9320 Wilshire Boulevard, Beverly Hills,
California (the “Building”).


 


B.                            Tenant
is currently in possession of the Premises pursuant to the Lease.  Tenant’s obligations under the Lease are
current.  The Lease will expire by its
terms on May 31, 2004.


 


C.                            Tenant
and Landlord desire to amend the Lease on the terms and conditions set forth in
this First Amendment.


 


 


A  G  R  E  E  M
E  N  T:


 


NOW,
THEREFORE, in consideration of the foregoing recitals and the conditions and
the covenants hereinafter contained, and for other consideration hereinafter
set forth, the receipt and sufficiency of which are hereby acknowledged,
Landlord and Tenant hereby agree as follows.


 


1.                              Term. 
The Lease is hereby amended such that the term of the Lease is hereby
extended for four (4) years and seven (7) months and shall expire upon
December 31, 2008.


 


2.                              Rent. 
Effective January 1, 2004, the Minimum Rent payable on the
Premises, pursuant to Article 3 of the Lease, shall be amended to be as
follows:


 


	
  Period

  	
   

  	
  Rent

  	
   

  	
  Rate

  	
   

  
	
  January 1, 2004 – December 31,
  2004

  	
   

  	
  $

  	
  8,220.30

  	
   

  	
  $

  	
  2.65

  	
   

  
	
  January 1, 2005 – December 31,
  2005

  	
   

  	
  $

  	
  8,468.46

  	
   

  	
  $

  	
  2.73

  	
   

  
	
  January 1, 2006 – December 31,
  2006

  	
   

  	
  $

  	
  8,716.62

  	
   

  	
  $

  	
  2.81

  	
   

  
	
  January 1, 2007 – December 31,
  2007

  	
   

  	
  $

  	
  8,964.78

  	
   

  	
  $

  	
  2.89

  	
   

  
	
  January 1, 2008 – December 31,
  2008

  	
   

  	
  $

  	
  9,243.96

  	
   

  	
  $

  	
  2.98

  	
   

  



 


3.                              Operating Expenses.  Effective January 1, 2004, the Lease is
hereby amended such that the “Base Year” used in the calculations of the Annual
Operating Expenses, pursuant to Article 4 of the Lease, is hereby changed
to “2004”.


 


4.                             Option Right.  Landlord hereby grants the Tenant named herein (the “Original
Tenant”) one (1) option to extend the Lease Term, for the Premises, for a
period of five (5) years (the “Option Term”), which option shall be exercisable
only by written notice delivered by Tenant to Landlord as provided herein,
provided that, as of the date of delivery of such notice, Tenant is not in
default under this Lease and Tenant has not previously been in default under
this Lease more than once.  Upon the proper
exercise of such option to extend, and provided Tenant is not in default under
the Lease, the Lease Term shall be extended for a period of five (5) years.


 


4.1                                 Option Rent.  The Rent payable by Tenant during the Option
Term (the “Option Rent”) shall be at the then prevailing Fair Market Rental
Rate (“FMRR”).


 


1

















 


Determination
of the FMRR shall be based on rates for comparable first-class office buildings
in the vicinity of the Building.


 


4.2                                 Exercise of Option.  The Option contained herein shall be
exercised by Tenant, if at all, and only in the following manner: (i) Tenant
shall deliver written notice to Landlord not more than twelve (12) months nor
less than nine (9) months prior to the expiration of the Lease (as outlined in
paragraph #1 herein) stating that Tenant is interested in exercising its option


 


5.                              Tenant Improvements.  Tenant shall accept the Premises in its
“as-is” condition.  Landlord shall
provide Tenant with a Tenant Improvement Allowance of Twelve Dollars ($12.00)
per rentable square foot ($37,224.00). 
The Tenant Improvement Allowance shall be paid by (a) direct payments by
Landlord to vendors who perform improvement work on the Premises, based on the
submission of invoices of such vendors to Landlord by Tenant, and (b) reimbursement
to Tenant based on proof of payment by Tenant of costs associated with
improvement work on the Premises (including without limitation fees, costs,
taxes, and charges paid or payable to governmental entities).  Disbursements of Tenant Improvement Allowance
funds will be made by Landlord within fifteen (15) days after submission of
each invoice or proof of Tenant payment. 
In no event shall Landlord be obligated to make payments under this
section which exceed $37,224.00 in total.


 


6.                              Brokers.  Landlord and Tenant hereby warrant to each other that they have
had no dealing with, or have entered into any agreement with, any real estate
broker or agent in connection with the negotiations of this First Amendment
other than Insignia/ESG, who represents Landlord and CB Richard Ellis, Inc.
which represents Tenant.


 


7.                              Parking.  In addition to the parking specified in Section 28 of the
existing Lease, Landlord shall provide Tenant with two (2) additional reserved
parking spaces in a location mutually agreed upon by Tenant and Landlord.


 


8.                              Confidential Information.  In the event that Landlord or its agents
enter into the Premises, for any reason at any time, Landlord and its agents
shall be governed by this section with respect to “Confidential
Information” (as defined herein) of Tenant.


 


(a)                         Definition.
“Confidential Information” means all confidential and proprietary information
communicated (whether such communication is deliberate or negligent) by Tenant
to Landlord, or otherwise received or viewed by Landlord, whether by
electronic, paper, verbal, or other means. 
Confidential Information shall include, without limitation, all
information of any nature or type in connection with a loan file or
application, deposit file or application, customer names, titles, addresses,
phone numbers, account numbers, customer numbers, balances of any kind,
interest rates, collateral, credit data, account documentation and its
contents, terms, conditions, account histories, etc.  Without limiting the foregoing, Confidential Information
expressly includes the following: (a) any account number, account line
specification, MICR line specification, or similar form of access number or
access code for a credit card, deposit or transaction account of any customer
of Tenant; (b) all “nonpublic personal information” of any customer of Tenant;
(c) all information derivative from any Customer Information, such as customer
lists and transaction patterns.  For
purposes of this section, the term “nonpublic personal information” has the
meaning given for purposes of: (i) Section 509(4) of the
Gramm-Leach-Bliley Financial Services Act (the “GLB Act”) (15 U.S.C. §6809(4))
and its implementing regulations; and (ii) Section 501 of the GLB Act (15
USC §6801), and the federal banking agencies’ “Guidelines Establishing
Standards for Safeguarding Customer Information” (collectively, the “Data
Protection Rules and Guidelines), as amended from time to time.


 


(b)                        Non-disclosure.  Although in the normal course Landlord is
not expected to have access to any of Tenant’s Confidential Information, there
may be instances when Landlord or its agents will enter the Premises and obtain
such access.  Landlord agrees (a) to
hold Tenant’s Confidential Information in strict confidence, (b) not to
disclose such Confidential Information to any affiliated or non-affiliated
third party, and (c) not to use Tenant’s Confidential Information for any
purpose.  Landlord agrees to instruct
all its employees and/or agents/contractors not to disclose Confidential
Information to any parties.


 


2

















 


(c)                         Injunctive
Relief.  Landlord acknowledges that
all of Tenant’s Confidential Information is owned solely by Tenant and that the
unauthorized disclosure or use of such Confidential Information would cause
irreparable harm and significant injury to Tenant, the degree of which may be
difficult to ascertain.  Accordingly,
Landlord agrees that Tenant will have the right to obtain an immediate
injunction of any breach of this section of this First Amendment, as well
as the right to pursue any and all other rights and remedies available at law
or in equity in the event of such a breach.


 


(d)         Survival
of Non-Disclosure of Confidential Information.  All agreements, covenants, terms and conditions relating to the
non-disclosure of Confidential Information described above shall survive the
termination of the Lease and shall continue in perpetuity.


 


9.                              Conflict.  In the event of any conflict between the
terms of the Lease and the terms of this First Amendment, the terms of this
First Amendment shall prevail.


 


10.                        No Further Modification.  Except as specifically set forth in this
First 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 executed this Agreement as
of the day and year first above written.


 


	
  “LANDLORD”

  	
  “TENANT”

  
	
   

  	
   

  
	
  9320 WILSHIRE

  	
  PACIFIC
  CREST BANK

  
	
  ASSOCIATES, L.L.C.,

  	
  a California
  corporation

  
	
  a California limited liability company

  	
   

  
	
   

  	
   

  
	
  By:

  	
  Lexington
  Commercial Holdings, Inc.,

  	
  By: 

  	
  /s/ Carolyn
  Reinhart

  	
   

  
	
   

  	
  a California
  corporation,

  	
   

  
	
   

  	
  its Manager

  	
  Its: 

  	
  SENIOR VICE
  PRESIDENT

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Alisa J.
  Freundlich

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Alisa J.
  Freundlich,

  	
  Its:

  	
   

  	
   

  
	
   

  	
  Chief
  Operating Officer

  	
   

  
								



 


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