**EXHIBIT 10.6**

** **

**SUBLEASE AGREEMENT**

 

This Sublease Agreement (“Sublease”) is entered as of June 6,2001, between Amazon.com Holdings, Inc., a Delaware corporation (“Sublandlord”)and Pacifica Bancorp, Inc. a Washington corporation (“Subtenant”).

 

R E C I T A L S:

 

A.            Amazon.com, Inc., aDelaware corporation (“Original Tenant”) and Opus Union Station, L.L.C. (“OriginalLandlord”) are parties to a Multi-Tenant Office Lease Agreement dated as ofAugust 23, 1999, as amended by that certain Amendment 1 to the Multi-TenantOffice Agreement dated as of May 21, 2001 (the “First Amendment”) (asamended from time to time, the “Prime Lease”), Original Tenant’sinterest in  which is now held bySublandlord.  Effective June 12, 2001,Original Landlord’s interest in the Lease is now held by Seattle Union StationII. L.L.C., a Washington limited liability company (“Landlord”).  Pursuant to the Prime Lease, Sublandlordleases 253,769 square feet of Rentable Area (as defined in the Prime Lease)(the “Leased Premises”) from Landlord at the Opus Center South Building(the “Building”).  The LeasedPremises and the Building are more fully described in the Prime Lease attachedas **ExhibitA** to this Sublease.

 

B.            Subtenant wishes toacquire from Sublandlord the right to occupy a portion of the 1st floor of theBuilding as depicted on the illustration attached hereto as **Exhibit B**and****consisting of approximately 6,280 square feet of RentableArea (the “Subleased Premises”). The final measurement of the entire 1st floor, determined pursuant toSection 1.1 of the Prime Lease, is 13,919 square feet of Rentable Area.

 

**AGREEMENT**

 

In consideration of the mutual promises of the parties and for othergood and valuable consideration, the receipt and sufficiency of which areacknowledged, the parties agree as follows:

 

**1.             Sublease of Subleased Premises.**  Sublandlord subleases to Subtenant, andSubtenant subleases from Sublandlord, the Subleased Premises, subject andpursuant to the terms and conditions of this Sublease.  After completion of the Subtenant’sImprovements, Sublandlord shall confirm to Subtenant in writing the RentableArea of the Subleased Premises using the measurement standards set forth in thePrime Lease .

 

**2.             Term of Sublease**.  The term of this Sublease (“Sublease Term”)shall commence (“Sublease Commencement Date”) the earlier of (i) August1, 2001 or (ii) Substantial Completion of the Subtenant’s Improvements (asdefined in Section 6.1 below).  The term“Substantial Completion” as used in this Sublease shall have the meaning set forthin the Prime Lease (except that references to the Tenant’s Improvements will bedeemed references 

 

----

 

to the Subtenant’sImprovements).  Unless earlierterminated in accordance with the terms and conditions of this Sublease, theSublease Term shall expire with respect to the entire Subleased Premises onApril 29, 2011.

 

**3**.             **BasicRent and Additional Rent**. Rent to be paid under this Sublease shall include Basic Rent andAdditional Rent as described in this Section 3, and all other sums thatmay be owing from Subtenant to Sublandlord under the terms of this Sublease.

 

**3.1          BasicRent**

** **

Basic Rent during the Sublease Term will be (i) $25.50 per square footof Rentable Area in the Subleased Premises per year from the SubleaseCommencement Date through March 31, 2006 and (ii) $28.00 per square foot ofRentable Area in the Subleased Premises per year from April 1, 2006 throughexpiration of the Sublease Term. Subtenant will begin paying Basic Rent as of the Sublease CommencementDate.  Basic Rent shall be paid in equalmonthly installments without previous demand, invoice or notice forpayment.  Each installment of Basic Rentshall be due and payable in advance on the first day of each month during theSublease Term.

 

**3.2          AdditionalRent**

** **

Commencing on the Sublease Commencement Date, Subtenant will pay asAdditional Rent (i) Subtenant’s Share (as that term is defined below) of theamounts owed by Sublandlord as Tenant’s Share of Operating Expenses (as thatterm is defined in the Prime Lease) under Section 2.2 and Article 3 of thePrime Lease and (ii) all other sums that constitute Additional Rent underthe terms of the Prime Lease and that pertain to the Subleased Premises or toSubtenant’s use or occupancy of the Subleased Premises.  “Subtenant’s Share” shall be afraction, the numerator of which is the Rentable Area in the Subleased Premisesand the denominator of which shall be 253,769 (which is the total Rentable Areain the Building as determined pursuant to Section 1.1 of the Prime Leaseand the First Amendment).  Subtenantwill pay Subtenant’s Share of the amounts payable pursuant to clause (i) above,together with Basic Rent, on the first day of each month during the SubleaseTerm without previous demand, invoice or notice for payment.  Subtenant will pay all amounts payablepursuant to clause (ii) above, and any other sums due under this Sublease(other than under Section 3.1 or clause (i) of this Section 3.2), withintwenty-five (25) days after receiving Sublandlord’s invoice therefor.

 

**3.3          Mannerand Method of Payment**

 

All rent payments shall be made in United States Dollars, withoutdeduction or offset, and delivered to Sublandlord at the address set forth inSection 12 of this Sublease, or to such other entity and/or at such otheraddress as Sublandlord may designate in writing from time to time.  Basic Rent and Additional Rent relating toOperating Expenses for any partial month shall be prorated in proportion to thenumber of days in that month.

 

2

----

 

**3.4          SecurityDeposit**

 

Within 10 banking days after execution of this Sublease, Subtenantshall deposit with Sublandlord a security deposit (“Security Deposit”)in the amount of $175,840.00 (the “Deposit Amount”).  The Security Deposit shall be held by Sublandlordas security for Subtenant’s performance of its obligations under this Subleaseand may be applied, at Sublandlord’s sole discretion, against any obligationincurred by Subtenant in connection with this Sublease that is not timely paidor performed (as the case may be), including the payment of Basic Rent andAdditional Rent, the repair of any damage that is Subtenant’s responsibility,and all other obligations of Subtenant under this Sublease.  If Sublandlord debits the Security Deposit,Sublandlord shall notify Subtenant of the occurrence and amount of the debit,and Subtenant shall promptly pay to Sublandlord the amount necessary to restorethe Security Deposit to the full Deposit Amount.

 

A.            Subtenant may electto provide all or any portion of the Security Deposit in the form of cash or inthe form of a letter of credit (the “LOC”).  If Subtenant elects to satisfy all or any portion of the SecurityDeposit with cash, Sublandlord, Sublandlord is not required to keep theSecurity Deposit separate from its general funds and Subtenant is not entitledto interest on the Security Deposit.

 

B.            If Subtenant electsto satisfy all or any portion of the Security Deposit with an LOC, the LOC willbe an irrevocable and unconditional standby letter of credit, issued by afinancial institution (other than Subtenant) satisfactory to Sublandlord in itsdiscretion, with a term of at least one year, drawable by Sublandlord uponpresentation, and substantially in the form of **Exhibit L** attached to the Prime Lease (except that thereferences to Landlord as beneficiary and Sublandlord as applicant shall bechanged to Sublandlord as beneficiary and Subtenant as applicant).  Sublandlord may draw upon the LOC under thesame terms and conditions as Sublandlord may apply a cash securitydeposit.  In addition, Sublandlord maydraw upon the LOC if Subtenant fails to deliver to Sublandlord no later than 30days prior to the expiration date of the existing LOC a renewal or extension ofthe LOC for a term of not less than one year. Notwithstanding the foregoing, and unless a renewal or extension of theLOC has not been delivered to Sublandlord 30 days prior to the expiration dateof the existing LOC, Sublandlord will give Subtenant 5 business days priorwritten notice before drawing upon the LOC.

 

C.            If Subtenantperforms each of its obligations under this Sublease, then the SecurityDeposit, or any then-remaining balance thereof, shall be returned to Subtenant(or the LOC cancelled, as the case may be) within thirty (30) days after the laterof (i) the expiration of the Sublease Term or termination of this Sublease, and(ii) the date on which Subtenant surrenders the Subleased Premises toSublandlord in the condition required by this Sublease (unless Subtenantretains possession of the Subleased Premises pursuant to the RecognitionAgreement (defined below), in which case clause (i) will apply).

 

3

----

 

**4.             Additional Obligations of Subtenant**

** **

**4.1          Incorporationby Reference of Prime Lease Terms**

** **

In addition to the payment of rent, Subtenant agrees, for the benefitof Sublandlord and Landlord, that during the Sublease Term Subtenant shallperform each and every one of the obligations of the tenant under the PrimeLease that is incorporated into this Sublease. The following terms, covenants,and conditions of the Prime Lease are incorporated into this Sublease with thesame force and effect as if Sublandlord were the landlord under the Prime Leaseand Subtenant were the tenant under the Prime Lease, except that, except as maybe otherwise expressly provided, each reference in such incorporated provisionsto “Lease” shall be deemed a reference to this “Sublease” and each reference to“Premises” shall be deemed a reference to the “Subleased Premises”:  Sections 1.2.2; 1.2.3; 1.2.4; 2.3; 2.4; 3.6;3.8; Article 4 (except (i) the last sentence of Section 4.1, (ii) with respectto Section 4.4, only the first three sentences thereof and (iii)  with respect to Section 4.3, the term“Landlord” shall mean “either Landlord or Sublandlord” except in the lastsentence of Section 4.3, in which the term “Landlord” shall mean “Landlordand Sublandlord”); Article 5 (except for the second paragraph ofArticle 5.4, and except that with respect to Article 5, the term “LandlordParties” shall have the meaning ascribed to it in the Prime Lease and shallalso include Sublandlord and its officers, directors and shareholders); Article6 (subject to the limitations set forth in Section 4.3 of this Sublease);Section 7.1 (subject to the limitations set forth in Section 4.3 of thisSublease); 7.2.1 (except the first and fifth sentences thereof); the first andthird sentences of Section 7.2.2; the first and third paragraphs ofSection 8.1; Section 8.2 (except that with respect to Section 8.2the term “Landlord” shall mean “both Landlord and Sublandlord” and thereference to $150,000 shall be changed to $25,000); Section 8.3 (exceptthat the reference to $100,000 shall be changed to $25,000);****Sections8.4; 8.5 (except that with respect to Section 8.5, the term “LandlordParties” shall have the meaning ascribed to it in the Prime Lease and shallalso include Sublandlord and its officers, directors and shareholders);Sections 9.1 (first four sentences only) and 9.6; 10.1 (except that withrespect to Section 10.1.5, the term “Landlord Parties” shall have themeaning ascribed to it in the Prime Lease and shall also include Sublandlordand its officers, directors and shareholders); 10.2.3; 10.3 (except that withrespect to Section 10.3, the term “Landlord Parties” shall have themeaning ascribed to it in the Prime Lease and shall also include Sublandlordand its officers, directors and shareholders); 10.4 (except that with respectto Section 10.4, the term “Landlord Parties” shall mean Sublandlord andits officers, directors and shareholders); 10.5; 10.6; 10.7; Article 11(subject to the limitations set forth in Section 4.3 of this Sublease); Article12 (subject to the limitations set forth in Section 4.3 of this Sublease);Article 13; 14.1 (except that the applicable cure or grace periods underSections 14.1.2 and 14.1.4 shall be reduced by 3 business days); 14.2; 14.3;14.4; the first paragraph of 14.5; 14.6; 14.7; 15.4 (except that, in addition,Subtenant will execute any such document at Landlord’s request); 16.1 (exceptthat the term “Commencement Date” shall mean the Sublease Commencement Date andexcluding the proviso in the 3rd sentence and excluding the 4th sentence); 16.2(except that the term “Term” shall mean the Sublease Term); Sections 17.1.14(as modified by the First Amendment); 17.11.1; 18; 19.1 (as to notices toLandlord); 19.4; 19.5; 19.7;

 

4

----

 

19.8; 19.9; 19.10(except that with respect to Section 19.10, the term “Landlord Parties”shall mean “Sublandlord and its officers, directors and shareholders”); 19.12;19.13; 19.16; 19.17; 19.18; 19.20 (except the last sentence); 19.21; 19.23;19.24; Exhibit A of the Prime Lease with respect to those terms used inthe foregoing provisions or that are necessary in order to accurately definethose terms; and paragraph 11 of the First Amendment.  Notwithstanding anything to the contrary in the foregoing,Subtenant shall obtain the insurance required by Section 10.1 of the PrimeLease and shall name Landlord and its Property Manager and Sublandlord asadditional insureds thereunder.

 

**4.2          Subjectto Prime Lease**

 

This Sublease is subject and subordinate to the Prime Lease (includingthe provisions thereof not incorporated herein by reference) and to all ofLandlord’s rights under the terms of the Prime Lease.   Subtenant has no authority, and shall not attempt, to exerciseany of Sublandlord’s options (if any exist) to extend or terminate the PrimeLease or to add or remove space from the Leased Premises.  Subtenant shall, within ten (10) days afterrequest made by either Landlord or Sublandlord, execute and deliver asubordination agreement requested by any current or future mortgagee or groundlessor of the Building or any portion thereof in a commercially reasonable form(including without limitation the form attached hereto as Exhibit F),subordinating this Sublease to the interest of such mortgagee or groundlessor.  Sublandlord and Landlord (but,with respect to Landlord, subject to the terms and conditions of the Consentand the Recognition Agreement) shall have no liability whatsoever to Subtenantwith respect to (i)  termination of thePrime Lease for any reason (including, without limitation, Sublandlord’sdefault thereunder) or (ii) termination of the Sublease as a result oftermination of the Prime Lease.

 

**4.3          BuildingServices**

 

Notwithstanding anything to the contrary in this Sublease (includingSection 4.1 above), Subtenant acknowledges that Sublandlord does not havecontrol of the Building or the Building systems, and that Sublandlord will notprovide utilities, maintenance, repair or restoration work or other Buildingservices (including, without limitation, those services and obligations to beperformed by Landlord under Articles 6, 7, 11 and 12 of the Prime Lease).  Subject to the terms of thisparagraph 4.3 and the Landlord’s Consent, Subtenant will look solely toLandlord for performance of the services to which Sublandlord is entitled underArticle 6 and 7.1 of the Prime Lease. Without limiting the generality of the foregoing, Sublandlord shall haveno liability for any interruption or stoppage of services, and no suchinterruption or stoppage of services shall relieve Subtenant from anyobligation that it may have under this Sublease, including without limitation,the obligation to pay Basic Rent and Additional Rent; provided, however, thatif Sublandlord’s Basic Rent is abated with respect to any portion of theSubleased Premises pursuant to Section 6.3 of the Prime Lease, and if theinterruption or stoppage is not caused by misuse or neglect by Subtenant orSubtenant’s agents or employees, then Basic Rent for the portion of theSubleased Premises that is not 

 

5

----

 

tenantable shall abate for the period of time thatSublandlord’s Basic Rent abates pursuant to Section 6.3 of the Prime Leasewith respect to that portion of the Subleased Premises.

 

Sublandlord, upon receipt of written notice fromSubtenant, shall make demand upon Landlord to take all appropriate action forthe correction of any defect, inadequacy or insufficiency in Landlord’sperformance under the Prime Lease that materially interferes with or materiallyadversely affects Subtenant’s use of the Subleased Premises or rights grantedto Subtenant pursuant to this Sublease. If, after receipt of written request from Sublandlord, Landlord shallfail or refuse to cure such defect, inadequacy or insufficiency, Sublandlord(with Subtenant’s cooporation) will make good-faith commercially reasonableefforts to enforce its rights under the Prime Lease against Landlord for thebenefit of Subtenant such that Subtenant will receive the full benefit of therights granted to Subtenant under this Sublease.  In connection with any such enforcement of the Prime Lease bySublandlord, (a) attorneys employed for such purposes shall be subject to theapproval of both Sublandlord and Subtenant, and (b) the costs and expenses ofsuch enforcement (including, without limitation, attorneys fees, court costs,and the amount of any monetary judgments against Sublandlord arising out of anycounterclaim made by Landlord in any litigation) shall be paid by Subtenant assuch costs and expenses are incurred.

 

**4.4.         Subtenantto Comply with Prime Lease**

 

Subtenant shall neither do nor permit anything to bedone that would cause the Prime Lease to be terminated or forfeited by reasonof any right of termination or forfeiture or default reserved or vested inLandlord under the Prime Lease, and Subtenant shall indemnify and holdSublandlord harmless from and against all claims, actions, liabilities,damages, costs, penalties, forfeitures, losses or expenses of any kindwhatsoever including, without limitation, reasonable attorneys’ fees, arisingout of Subtenant’s breach of the foregoing covenant.  Subtenant will forward to Sublandlord, immediately upon receiptthereof, copies of any notices relating to Subtenant’s occupancy or use of theSubleased Premises received by Subtenant from Landlord or from any governmentalauthority.  Sublandlord will forward toSubtenant, immediately upon receipt thereof, copies of any notices relating tothe Subleased Premises or this Sublease from Landlord or from any governmentalauthority.

 

**4.5          Useof Subleased Premises**

 

Subtenant may only use the Subleased Premises forgeneral, non-governmental office purposes (including, without limitation,financial services and/or a bank branch) and for no other use or purposewhatsoever.  Subtenant shall not use theSubleased Premises for any unlawful purpose or in any manner prohibited by thePrime Lease.  Subtenant must obtain allnecessary governmental approvals related to its use or occupancy of theSubleased Premises and any signage related thereto, including but not limitedto any approval needed from the International Special Review District.

 

6

----

 

If the Subleased Premises is closed for business tothe public for more than 180 consecutive days other than for repairs,maintenance, or remodeling or force majeure, then Sublandlord shall have theoption thereafter, after any such 180-­day period of non-operation, ofrecapturing the Subleased Premises and terminating this Lease.  If Sublandlord elects under suchcircumstance to terminate this Sublease and recapture the Subleased Premises,Sublandlord shall provide Subtenant with 30 days prior written notice of suchelection.  Upon the expiration of 30days from the date of such notice, this Sublease shall automatically terminateand Subtenant shall be relieved of and from any and all liability orobligations to Sublandlord except with respect to claims and causes of actionarising prior to the date of termination. Time is of the essence with respect to the provisions of this Section4.5.

** **

**5.             Parking**

 

Subtenant shall have theright to use one (1) Regular Parking Stall per 1,000 square feet of RentableArea in the Subleased Premises in the manner and on the allocation and paymentterms described in the Parking Agreement attached hereto as **Exhibit C**.  Subtenant’s right shall be subject to theterms of Section 17.8 of the Prime Lease, the Parking Agreement, and toall rules and regulations imposed by the Garage Operator (as that term isdefined in the Prime Lease), including but not limited to the right of the GarageOperator to impose and adjust hours and charges for parking.

 

**6.             Acceptance of Premises; Alterations**

** **

**6.1          InitialSubtenant Improvements**

** **

Subtenant will build outits initial improvements (“Subtenant’s Improvements”) at its sole cost inaccordance with all terms and conditions of the Prime Lease.  Sublandlord hereby assigns to Subtenant theright to receive from Landlord a portion of its remaining Improvement Allowanceequal to $15.00 per square foot of Rentable Area in the Subleased Premises,provided that such assignment may be immediately revoked if Subtenant is indefault under this Sublease.  Suchallowance will be applied to the cost of Subtenant Improvements and not tofixtures, furniture, equipment or communications cabling and will be disbursedby Landlord to Subtenant in accordance with the Prime Lease.  Subtenant, subject to Landlord’s rightsunder the Prime Lease, will have the right to select the architect and/orgeneral contractor for the design and construction of Subtenant’sImprovements.  Sublandlord will notcharge a plan review fee or any other fee to Subtenant for its involvement inthe design and construction process (other than amounts payable to Landlordpursuant to Section 8.2 of the Prime Lease).** **Subtenant will deliver toSublandlord copies of all drawings, materials, documents and submissions at thesame time as Subtenant delivers such items to Landlord in connection with thedesign and construction of Subtenant’s Improvements.  Subtenant’s space plan and design documents will be subject toSublandlord’s approval, which will not be unreasonably withheld or conditionedand which will be exercised within the time frames available to Landlord underthe Prime Lease.

 

7

----

 

**6.2          AsIs**

 

Subtenant hereby confirms that by taking possession of the SubleasedPremises, Subtenant accepts the Subleased Premises in their “AS IS”condition.  Sublandlord makes nowarranty of any kind concerning the Subleased Premises, the Building or theproject of which they are a part, and Sublandlord expressly disclaims anywarranty concerning latent defects, any warranty of fitness for use, and anyother express or implied warranty (including any warranty of MERCHANTABILITY).

** **

**6.3          SpecialTenant Trade Fixtures**

 

Sublandlord acknowledges and agrees that, in addition to Subtenant’sother personal property, Subtenant intends to and shall install in and on theSubleased Premises a bank vault, safe deposit boxes, an ATM machine, and nightdeposit box, all of which shall at all times be and remain the property ofSubtenant and Subtenant may remove the same at Subtenant’s expense at any timeduring the term and shall remove the same at Subtenant’s expense upon theexpiration or earlier termination of this Sublease.  Such removal will be subject to Section 16 of the Prime Lease.

 

**7.             Holding Over**

 

If Subtenant remains in possession of the Subleased Premises afterexpiration of the Sublease Term, Sublandlord may be treated by Landlord asbeing in breach of the Prime Lease. Sublandlord may be obligated to pay damages to Landlord, includingconsequential damages which are presently difficult or impossible tocalculate.  Subtenant agrees toindemnify, defend and hold harmless Sublandlord from any and all actions,liabilities, damages, costs, penalties, losses or expenses that may arise outof or be in any way connected with any holding over by Subtenant following theexpiration or earlier termination of the Sublease Term.

 

**8.             Conditions Precedent**

 

8.1           Subtenantacknowledges that Sublandlord’s right to sublease the Subleased Premises issubject to obtaining the prior written consent of Landlord and OriginalTenant.  If such consent is not obtainedin the form attached hereto as **Exhibit D** within thirty (30) days of thedate of this Sublease, then either party may, at its option, terminate thisSublease by written notice given within ten (10) business days of theexpiration of the thirty (30) day period.

 

8.2           Sublandlordacknowledges that Subtenant’s obligations under this Sublease are subject toLandlord’s delivery of a recognition agreement substantially in the formattached hereto as **Exhibit E**.  If such recognition agreement is notobtained within thirty days after the date of this Sublease, then Subtenantmay, at its option, terminate this Sublease 

 

8

----

 

by written noticegiven to Sublandlord within ten (10) days after expiration of such thirty (30)day period.

 

8.3           If this Sublease isterminated in accordance with Sections 8.1 or 8.2, Sublandlord will promptlyrefund to Subtenant any Security Deposit paid to it by Subtenant.

 

**9.             Notices**

 

Any notice or demand which either party may or must give pursuant to orin connection with this Sublease shall be in writing, delivered personally,sent by prepaid courier, sent by first class mail, postage prepaid, registeredor certified, return receipt requested, or sent by facsimile transmission asfollows:

 
| **If To Sublandlord**:     |   | Amazon.com Holdings, Inc.  1200 12th Ave. South, Suite 1200  Seattle, Washington 98144  Attn:  Director, Global Real Estate   Fax:(206) 266-1820           |
|----------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                       |   |                                                                                                                                                            |
| with a copy to:            |   | Amazon.com Holdings, Inc.  1200 12th Ave. South, Suite 1200  Seattle, Washington 98144   Attn:  General Counsel  Fax:(206) 266-7010                        |
|                       |   |                                                                                                                                                            |
| Address for Rent Payments: |   | Amazon.com Holdings, Inc.   1200 12th Ave. South, Suite 1200   Seattle, Washington 98144   Attn:  Global Property Manager   Fax: (206) 266-1820            |
|                       |   |                                                                                                                                                            |
| **If To Subtenant**:       |   | Pacifica Bancorp   10900 N.E. Fourth Street, Suite 1910  Bellevue, Washington  98015-2748  Attn:  Jeffery C. Low, President/CEO   Fax: (425) 637-0150 |

 

Either party may, by notice in writing, direct that future notices ordemands be sent to a different address that is not a post-office box.  Notices given by mail are deemed effectivethree business days after deposit, postage prepaid, with the United States PostOffice.  Notices delivered by courierare deemed effective on the next business day after deposit with the courierfor overnight (next day) delivery. Notices sent by facsimile or delivered personally are effective uponreceipt.

 

9

----

 

**10.          Damage or Destruction**

 

Notwithstanding anything to the contrary contained in this Sublease, inthe event any fire or other casualty renders the whole or any material part of theBuilding untenantable, then in such event (i) if either Landlord or Sublandlordexercises a right under the Prime Lease to terminate the Prime Lease, then thisSublease shall terminate upon termination of the Prime Lease, and (ii) ifneither Landlord nor Sublandlord exercises a right to terminate the PrimeLease, then this Sublease shall remain in full force and effect, and for solong as any portion of the Subleased Premises are untenantable Basic Rent andSubtenant’s Share of Operating Expenses shall abate  pro rata based upon the Rentable Area of the Subleased Premisesthat is untenantable as compared to the total Rentable Area of the SubleasedPremises.  Notwithstanding theforegoing, if Landlord exercises its right to terminate the Prime Lease, thenSublandlord shall have the right at its election to terminate this Sublease andshall have no obligation whatsoever to exercise its right underSection 11.4 of the Prime Lease to avoid termination of the Prime Lease;provided that, if Sublandlord elects to so avoid termination of the PrimeLease, and if Subtenant pays Subtenant’s Share of the amount payable bySublandlord to Landlord in order to avoid termination, then Sublandlord willnot exercise its right to terminate this Sublease.

** **

**11.          Eminent Domain**

 

In the event a Condemning Authority effects a Taking (as those termsare defined in the Prime Lease) of all or a portion of the Leased Premises,then in such event if either Landlord or Sublandlord exercises a right toterminate the Prime Lease, then this Sublease shall terminate upon terminationof the Prime Lease.  If a portion of theSubleased Premises are taken and this Sublease does not terminate, then BasicRent shall be adjusted based upon the formula set forth in Section 12.2 ofthe Prime Lease as applied to the Subleased Premises, and Sublandlord shallequitably adjust Subtenant’s Share of Operating Expenses to account for anyreduction in the Rentable Area in the Subleased Premises.

 

Subtenant waives and assigns to Sublandlord any interest it may have inany damage, award or payment resulting from or paid on account of anyTaking.  Subtenant shall have the rightto recover from any Condemning Authority any compensation that may beseparately recoverable for damages to or condemnation of Subtenant’s movabletrade fixtures and equipment and for moving expenses.  Subtenant shall not have any right to receive any award for itsinterest in this Sublease or for loss of leasehold.

** **

**12.          No Recording**

 

Neither party shall record this Sublease or any memorandum of thisSublease.

 

10

----

 

**13.          Successors and Assigns**

 

Subject to the limitations set forth in this Sublease, the covenantsand agreements in this Sublease shall bind and inure to the benefit ofSublandlord, Subtenant and their respective successors and permitted assigns.

** **

**14.          Access/Inspection**

 

Subtenant acknowledges and agrees to Landlord’s access rights reservedunder the Prime Lease and acknowledges and agrees that those rights apply tothe Subleased Premises and that Landlord has no obligation to give notice toSubtenant of its intent to enter. Sublandlord shall make commercially reasonable efforts to adviseSubtenant promptly if and when Sublandlord receives notice that Landlordintends to enter upon the Subleased Premises.

 

**15.          Agents and Brokers**

 

At the signing of this Agreement, Washington Partners representedSublandlord and Kidder Mathews & Segner represented Subtenant.  Each party signing this document confirmsthat prior oral and/or written disclosure of agency was provided to him or herin this transaction.  Sublandlord willbe responsible for payment of commissions or fees due to Washington Partners(pursuant to an agreement that is not a part of this Sublease) and will pay acommission of $5.00 per square foot of Rentable Area in the Subleased Premisesto Kidder Mathews & Segner if the following events occur: 50% of thecommission payable to Kidder Mathews & Segner will be due within 30 daysafter Subtenant waives its early termination right set forth in Section 16.1below and the remaining 50% will be due within 30 days after Subtenant’soccupancy of the Subleased Premises. Each party represents to the other that it has engaged no other agentbroker or agent in connection with the negotiation leading to this agreement,and shall hold the other harmless from any claim or demand from any other agentor broker claiming to have acted on behalf of the indemnifying party inconnection with this Sublease.

 

**16.          Special Provisions**

** **

**16.1        EarlyTermination Right**

** **

If Subtenant is unable to obtain regulatory approval from the FederalDeposit Insurance Corporation (“FDIC”) for Pacifica Bank to establish an officeat the Subleased Premises, Subtenant may terminate this Sublease by (i) givingSublandlord and Landlord written notice within 60 days after execution ofLandlord’s Consent, together with documentation of FDIC’s disapproval, (ii)paying Sublandlord (in immediately available funds) the equivalent of 2 months’Basic Rent and Additional Rent, plus any portion of the Improvement Allowancepaid by Landlord or Sublandlord to or on behalf of Subtenant, and (iii)restoring the Subleased Premises to the condition existing as of the date ofthis Sublease 

 

11

----

 

(including withoutlimitation the removal of any Subtenant Improvements installed orconstructed).  If such notice andpayments are not received, or such restoration work is not completed, withinsuch 60-day period, Subtenant will be deemed to have waived this one-time rightof early termination.

 

**16.2        FDICRequirement**

** **

Notwithstanding any other provisions contained in this Sublease, in theevent the depository institution then operating in the Subleased Premises isclosed or is taken over by any depository institution governmental supervisoryauthority (an “Authority”), Sublandlord may terminate this Sublease, in theabsence of an Event of Default hereunder, only with the concurrence of thereceiver or liquidator appointed by such Authority.  If this Sublease is terminated by such receiver or liquidator,Sublandlord’s maximum claim for lost rent resulting from the early termination,rejection or abandonment of the unexpired Sublease Term by law shall in noevent exceed an amount equal to all accrued and unpaid Basic Rent and unpaidAdditional Rent through the date of termination (the parties acknowledging thatthe foregoing limitation of liability will not limit or otherwise affectSublandlord’s claims with respect to any other obligation of Subtenant,including without limitation, restoration of the Subleased Premises inaccordance with Section 16.1 of the Prime Lease).

 

**17.          Entire Agreement**

** **

This Sublease represents the entire agreement of the Sublandlord andSubtenant with respect to this subject matter and supersedes all prior oral andwritten understandings and agreements of the parties, all of which are mergedwithin this Sublease.  This Sublease maynot be amended, modified, or supplemented in any manner other than by thewritten agreement of the parties signed by the authorized representatives ofthe parties.

 

**18.          Exhibits**

 

The following Exhibits attached to this Sublease are incorporated intoand made a part of it by this reference:

 
| EXHIBIT  A |   | Prime Lease                         |
|------------|--------|-------------------------------------|
| EXHIBIT  B |   | Illustration of  Subleased Premises |
| EXHIBIT  C |   | Parking Agreement                   |
| EXHIBIT  D |   | Landlord’s Consent             |
| EXHIBIT  E |   | Recognition Agreement               |
| EXHIBIT F  |   | Form of SNDA Agreement              |

 

12

----

 

Executed in duplicate as of the date first written above.

 
|   | **Sublandlord:**          |
|--------|---------------------------|
|   |                      |
|   | AMAZON.COM HOLDINGS, INC. |
|   |                      |
|   | By                        | /s/ Julie Benezet |
|   | Name:                     | Julie Benezet |
|   | Title:                    | Vice President |

 
|   | **Subtenant:**              |
|--------|-----------------------------|
|   |                        |
|   | PACIFICA BANCORP, INC.      |
|   |                        |
|   | By                          | /s/ Jeffery C. Low |
|   | Name:                       | Jeffery C. Low |
|   | Title:                      | Chairman, President & Chief Executive Officer |
|   |                        |
|   | By                          | /s/ John D. Huddleston |
|   | Name:                       | John D. Huddleston |
|   | Title:                      | Executive Vice President, Chief Financial Officer |
|   | and Chief Operating Officer |

 

13

----

 
| STATE OF WASHINGTON                                                                                                                                       | ) |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------|---|--------|
|                                                                                                                                                      | ) | ss.    |
| COUNTY OF                         | ) |   |

 

On this 6th day of June, 2001, before me, the undersigned, a NotaryPublic in and for the State of Washington, duly commissioned and sworn,personally appeared Julie Benezet, to me known to be the person who signed asVice President of Amazon.com Holdings, Inc., the corporation that executed thewithin and foregoing instrument, and acknowledged said instrument to be thefree and voluntary act and deed of said corporation for the uses and purposestherein mentioned, and on oath stated that she was duly elected,qualified and acting as said officer of the corporation, that she wasauthorized to execute said instrument and that the seal affixed, if any, is thecorporate seal of said corporation.

 

IN WITNESS WHEREOF I have hereunto set my hand and official seal theday and year first above written.

 
|   | /s/ Joanna M Haught                |              |
|--------|------------------------------------|-------------------|
|   | (Signature of Notary)              |
|   |                               |
|   | Joanna M Haught                    |              |
|   | (Print or stamp name of Notary)    |
|   |                               |
|   | NOTARY PUBLIC in and for the State |
|   | of Washington, residing at         | 4557 45th Ave. SW |   |
|   | 203, Seattle, WA 98116             |              |
|   | My appointment expires:            | 3-9-03            |   |
|        |                                    |                   |  |  |  |  |

 

14

----

 
| STATE OF  | Washington |   | ) |
|-----------|------------|--------|---|
|      | ).         | ss     |
| COUNTY OF | King       |   | ) |
|           |            |        |   |  |  |

 

On this 7th day of June, 2001, before me, the undersigned, a NotaryPublic in and for the State of Washington, duly commissioned and sworn,personally appeared Jeffery C. Low and John D. Huddleston, to me known to bethe person who signed as Chairman, President/CEO and SVP/CFO, respectively ofPacifica Bancorp, Inc., the corporation that executed the within and foregoinginstrument, and acknowledged said instrument to be the free and voluntary actand deed of said corporation for the uses and purposes therein mentioned, andon oath stated that they are duly elected, qualified and acting as said officerof the corporation, that they are authorized to execute said instrument andthat the seal affixed, if any, is the corporate seal of said corporation.

 

IN WITNESS WHEREOF I have hereunto set my hand and official seal theday and year first above written.

 
|   | /s/ Paul F. Farris                 |     |
|--------|------------------------------------|----------|
|   | (Signature of Notary)              |
|   |                               |
|   | Paul F. Farris                     |     |
|   | (Print or stamp name of Notary)    |
|   |                               |
|   | NOTARY PUBLIC in and for the State |
|   | of Washington, residing at         | Kirkland |   |
|   | My appointment expires:            | 5-12-02  |   |

 

15

----

 

**EXHIBITA**

**to**

**SUBLEASE**

** **

**PRIMELEASE**

 

16

----

 

**EXHIBITB**

**to**

**SUBLEASE**

** **

**FLOOR PLANS SHOWING SUBLEASEDPREMISES**

 

17

----

**EXHIBITC**

**to**

**SUBLEASE**

** **

**PARKING AGREEMENT**

 

18

----

 

**EXHIBITD**

**to**

**SUBLEASE**

** **

**LANDLORD’S CONSENT**

 

The undersigned, Landlord under the Prime Lease (as defined in theforegoing Sublease Agreement dated as of June 6, 2001, by and betweenAmazon.com Holdings, Inc. and Pacifica Bancorp, Inc.), hereby consents, ascontemplated in Article 13 of such Prime Lease, to the foregoing Sublease onthe express condition that nothing in this consent is intended to relieve,release, discharge or otherwise affect the liability of  Sublandlord or Original Tenant from theperformance of their respective obligations to Landlord under the Prime Leaseand they shall  remain fully liableunder the Prime Lease to perform all of the obligations of the “Tenant” underthe Prime Lease. This Consent shall apply only to this Sublease and shall notbe deemed to be either (a) a consent to any other sublease, assignment or otherTransfer (as defined in the Prime Lease) of any interest in any of the Premisesleased to Sublandlord under the Prime Lease or (b) a release from orwaiver of the obligation to obtain Landlord’s consent in the event of anyfuture sublease or assignment or other Transfer of any interest in any of thePremises leased to Sublandlord under the Prime Lease.

 

This consent, together with the Recognition Agreement attached to theSublease as Exhibit B, represents the entire agreement of Landlord with respectto the Sublease and shall be binding upon and inure to the benefit ofSubtenant, Sublandlord, Original Tenant, and Landlord and their respectivesuccessors and assigns.

 

Nothing in this Consent or the Sublease shall be deemed to obligateLandlord to perform any obligations under the Prime Lease for the benefit ofSubtenant. This Consent is issued on the understanding that nothing containedin the Sublease or this Consent and no direct relationship between Landlord andSubtenant including, without limitation, the provisions of Section 4.3 of theSublease, shall modify, expand or enlarge Landlord’s obligations under thePrime Lease nor release Sublandlord or Original Tenant from any of their obligationsthereunder.

 

Dated this 6th day of July, 2001.

 
|   | SEATTLE UNION STATION II, LLC,         |
|--------|----------------------------------------|
|   |                                   |
|   | a Washington limited liability company |
|   |                                   |
|   | By                                     | /s/ Joseph D. Weinstein |   |
|   |                                   |   | Assistant Secretary of MIG Corporation |   |
| Its    |                                   | Manager |   |
|        |                                        |  |  |  |  |  |

 

19

----

 

**ORIGINAL TENANT’S CONSENT AND ACKNOWLEDGMENT**

 

Original Tenanthereby consents to the foregoing Sublease and ratifies and affirms thatOriginal Tenant remains liable under the Prime Lease as a principal and not asa surety notwithstanding execution of the foregoing Sublease or any course ofconduct or dealings between Subtenant and Tenant and nothing contained hereinand no such course of conduct or dealings shall relieve, release, discharge orotherwise affect the liability of Original Tenant for the performance ofSublandlord’s and Original Tenant’s obligations to Landlord under the PrimeLease.

 

Agreed to andaccepted this 6th day of June, 2001.

 
|   | AMAZON.COM, INC. |
|--------|------------------|
|   |             |
|   | By               | /s/ | Julie Benezet |   |
|   |             |   |   |
|   | Name:            |   | Julie Benezet |   |
|   |             |   |   |
|   | Title:           | Vice President |   |
|        |                  |  |  |  |  |  |  |

 

20

----

 

**EXHIBIT E**

** **

**RECOGNITION AGREEMENT**

 

This RECOGNITION AGREEMENT (the “Agreement”) is entered into as of the7th day of June, 2001, by and between SEATTLE UNION STATION II, LLC (“Landlord”),AMAZON.COM HOLDINGS, INC. (“Amazon”) and PACIFICA BANCORP, INC. (“Subtenant”)with respect to the following:

 

A.            Landlord, assuccessor to Opus Union Station, L.L.C., and Amazon, as successor toAmazon.com, Inc. (“Original Tenant”), are parties to that certain Multi-TenantOffice Lease Agreement dated as of August 23, 1999 and that certain Amendment 1to Multi-Tenant Office Lease Agreement dated as of May 21, 2001, (as amendedfrom time to time, the “Prime Lease”).

 

B.            Subtenant wishes tosublease from Amazon a portion of the premises (the “Subleased Premises”) underthe Prime Lease pursuant to the terms of that certain Sublease Agreement datedas June 6, 2001, by and between Amazon and Subtenant (the “Sublease”).  Subtenant has asked the Landlord torecognize Subtenant’s right to continue to occupy the Subleased Premises in theevent the Prime Lease terminates for any reason other than a default bySubtenant under the Sublease.

 

C.            Landlord hasconsented to the Sublease provided that Subtenant and Amazon enter into thisAgreement.  Capitalized terms usedherein and not otherwise defined shall have the meanings given in the Sublease.

 

NOW, THEREFORE, For good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, the partieshereto agree as follows:

 

**1**.             **DefaultUnder Prime Lease**.  AtLandlord’s option, if Amazon is in default under the Prime Lease, Landlord maysend notice of such default to Subtenant and thereafter Subtenant shall payrent and all other sums due under the Sublease directly to Landlord.  If Subtenant pays all sums due under theSublease directly to Landlord such payment shall satisfy Subtenant’sobligations to Amazon under the Sublease and Landlord shall apply the sums soreceived against Amazon’s obligations under the Prime Lease.

** **

**2.             Terminationof Prime Lease**. Provided that (a) the Sublease is then in full force and effect; and (b)Subtenant is not then in default under the Sublease beyond any applicable graceor cure periods provided in the Sublease, Landlord will not seek to terminateor extinguish the Sublease in any action or proceeding to terminate the PrimeLease.

 

21

----

 

**3.             NewLease**. Provided that (a) the Sublease is then in full forceand effect; and (b) Subtenant is not then in default under the Sublease beyondany applicable grace or cure periods provided in the Sublease, if the PrimeLease is terminated for any reason (including without limitation a default ofSublandlord under the Prime Lease or an election to terminate by Sublandlordpursuant to Article 11 or 12 of the Prime Lease, but excluding an election toterminate by the Landlord pursuant to Article 11 or 12 of the Prime Lease),then Subtenant and Landlord shall be deemed automatically, without theexecution of any further instruments on the part of any of the parties hereto,and by the fact of termination of the Prime Lease to have entered into a newlease with respect to the Subleased Premises for the balance of the initialterm of the Sublease on all of the terms, covenants and conditions of theSublease (except as otherwise provided in Section 4 below).  Subtenant shall recognize Landlord as itslandlord and Landlord shall recognize Subtenant as its tenant and each shall bebound under all of the terms, covenants and conditions of the Sublease (exceptas otherwise provided in Section 4 below) as if Landlord were thesublandlord thereunder for the balance of the initial term thereof.  Notwithstanding the termination of the PrimeLease, the terms of the Prime Lease shall remain in full force and effect tothe extent they are incorporated into the terms of the Sublease.

 

**4**.             **Termsof New Lease**. The terms ofthe Sublease shall remain unchanged as a direct lease (the “Lease”) betweenLandlord and Subtenant except that:

 

**(a)          **Subtenant shallprovide Landlord with a security deposit equal to Thirty-Two Thousand Dollars($32,000.000) plus any additional sums Landlord may reasonably require tosecure Subtenant’s obligation to remove any vault approved by Landlord andinstalled by Subtenant in the Subleased Premises (together, the “SecurityDeposit”) within ten (10) days after receipt of notice from Landlord that thePrime Lease has terminated. Failure to pay the Security Deposit in a timelymanner shall be deemed to be an event of default under the Lease withoutfurther notice or opportunity to cure and Landlord may exercise any rights orremedies available under the Lease or at law or in equity with respect to suchdefault. The Security Deposit shall be held by Landlord without liability forinterest as security for the performance by Subtenant of Subtenant’sobligations under the Lease.  Upon theoccurrence of any Event of Default (as defined in the Prime Lease andincorporated into the Sublease by reference) by Subtenant, Landlord may, fromtime to time, without prejudice to any other remedy, use the Security Depositto the extent necessary to pay any arrearages of Basic Rent or Additional Rent,to pay any amount which Landlord may spend or become obligated to spend byreason of such Event of Default or to compensate Landlord for any other loss,damage or liability which Landlord may suffer by reason of such Event ofDefault.  Following any such applicationof the Security Deposit, Subtenant shall pay to Landlord on demand the amountso applied in order to restore the Security Deposit to its originalamount.  Provided there exists no Eventof Default under the Lease, any remaining balance of the Security Deposit shallbe returned by Landlord to Subtenant upon expiration or earlier termination ofthe Lease (or any extension or renewal thereof).  If Landlord transfers its interest in the Subleased Premisesduring the term of the Lease, 

 

22

----

 

Landlord may assignthe Security Deposit to the transferee and thereafter shall have no furtherliability for the return of the Security Deposit.

 

**(b)          **Landlord shall haveno obligation to pay any Allowance to Subtenant under Section 8.1 of theSublease or to construct any improvements in the Subleased Premises.

 

**(c)**           The following terms of the Prime Leaseshall be incorporated into the terms of the Lease between Landlord andSubtenant with the same force and effect as if set forth in full in theSublease: Sections 9.2, 9.5.2(a), 15.2 and 15.3.

 

**(d)**           Subtenant shall have no right tolease the Subleased Premises or to extend the term of the Sublease beyond theinitial term of the Prime Lease; provided, however, Landlord willnegotiate in good faith with Subtenant for a new lease for a five (5) yearextended term provided that (i) such lease shall be on Landlord’s then-currentlease form and (ii) rent payable during any extended term shall be equal to thegreater of (a) the fair market rent applicable to such term, and (b) the baserent in effect on the last day of the Sublease. “Fair market rent” shall bedetermined in accordance with the terms of Schedule 1 attached hereto.Subtenant must give Landlord notice that it wishes to negotiate an extension ofthe Lease not more than 270 and not less than 180 days prior to the date theLease is scheduled to expire or Subtenant’s rights under this Section 4(d)shall expire and be of no further force and effect.

** **

**(e)**           The Lease and all rights of  Subtenant under the Lease, and all interestof  Subtenant in the Subleased Premises,shall be subject and subordinate to the lien of any Mortgage which at any timemay be placed upon all or any portion of the Building by Landlord.  For the purposes of the Lease, the term“Mortgage” means any mortgage, deed of trust, sale and leaseback used forfinancing purposes, or other security instrument; any replacements, renewals,amendments, modifications, extensions or refinancings thereof; and each andevery advance made under any Mortgage. For the purposes of the Lease, the term “Mortgagee” means the beneficialowner of any encumbrance created by a Mortgage and, in the case of a sale andleaseback, the leaseback lessor.  Inorder to confirm such subordination, Subtenant agrees at any time, and fromtime to time on demand of Landlord, to execute and deliver to Landlord anyinstruments, releases or other documents that may be reasonably required forthe purpose of confirming the subordination, including an instrument in theform of presented by the Mortgagee.  Solong as Subtenant is not in default in the performance of any of Subtenant’sobligations under the Lease, such subordination shall not interfere withSubtenant’s right to quiet enjoyment under the Lease.

** **

**(f)**            Article 11 of the Prime Lease shallnot be incorporated into the Lease by reference and shall be replaced with theArticle 11 attached hereto as Schedule 2. In addition, the Landlord shall not be bound by the second paragraph ofSection 4.3 of the Sublease.

 

23

----

 

**5.             Limitations**.  Notwithstanding anything herein or in theSublease to the contrary, Landlord shall not be: (a) liable for any act oromission of Amazon or any prior landlord under the Sublease or obligated to payany broker’s commission pursuant to Section 15 of the Sublease; (b) liable forthe return of any security deposit which Subtenant has paid to Amazon or anyprior landlord under the Sublease; (c) subject to any offsets or defenses whichSubtenant might have against Amazon or any prior landlord under the Sublease;(d) bound by any payments of rent or any other payments which Subtenant mighthave paid to Amazon or any prior landlord under the Sublease; (e) bound by anyamendment or modification of the Sublease made without Landlord’s prior writtenconsent; (f) bound by any consent by Amazon or any landlord under the Subleaseto any assignment or sublease of Subtenant’s interest in the Sublease madewithout Landlord’s prior written consent, or (g) liable for any default underthe Sublease or any covenant or obligation on the part of Amazon to beperformed thereunder as sublandlord, it being acknowledged that Subtenant’ssole remedy in the event of such default shall be to proceed against Amazon.

 

**6.             FurtherDocumentation**. Although entry into the new lease shall be automatic as set forth inSection 3 of this Agreement, upon Landlord’s request, upon termination of thePrime Lease, Tenant shall for purposes of confirmation only, execute anddeliver an instrument acknowledging and confirming the terms of the new Leasebetween Subtenant and Landlord.  Failureby Subtenant to execute and deliver such documentation within twenty (20) daysafter written request, shall be deemed to be an event of default under theSublease without further notice or opportunity to cure and Landlord mayexercise any rights or remedies available under the Sublease or at law or inequity with respect to such default.

 

**7.             Notices**.Any notice or demand which either party may or must give pursuant to or inconnection with this Sublease shall be in writing, delivered personally, sentby prepaid courier, or sent by first class mail, postage prepaid, registered orcertified, return receipt requested, as follows:

 
| If to Sublandlord: |   | Amazon.com Holdings, Inc.  1200 12th Ave. South, Suite 1200  Seattle, Washington 98144  Attn: Director, Global Real Estate |
|--------------------|--------|----------------------------------------------------------------------------------------------------------------------------|
|               |   |                                                                                                                       |
| with a copy to:    |   | Amazon.com Holdings, Inc.  1200 12th Ave. South, Suite 1200  Seattle, Washington 98144  Attn:  General Counsel        |
|               |   |                                                                                                                       |
| If to Subtenant:   |   | (At the Subleased Premises)  Attn:  President/CEO                                                                     |

 

24

----

 
| If to Landlord: |   | Seattle Union Station  II LLC  c/o MIG Corporation  1200 Westlake Ave. N., Suite 1000  Seattle, WA  98109  Attn:  Debra Stroh   |
|-----------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------|
|            |   |                                                                                                                                      |
|            |   | with a copy to:                                                                                                                           |
|            |   |                                                                                                                                      |
|            |   | CenturyPacific, L.P.  1501 Fourth Avenue  Seattle, WA 98101  Attn: Steven Wood                                                            |
|            |   |                                                                                                                                      |
|            |   | with a copy to:                                                                                                                           |
|            |   |                                                                                                                                      |
|            |   | Davis Wright Tremaine LLP  2600 Century Square  1501 Fourth Avenue  Seattle, Washington  98101-1688  Attn:  Joseph D. Weinstein |

 

Any party may, by notice in writing, direct that future notices ordemands be sent to a different address that is not a post-office box.  Notices given by mail are deemed effectivethree business days after deposit, postage prepaid, with the United States PostOffice.  Notices delivered by courierare deemed effective on the next business day after deposit with the courierfor overnight (next day) delivery.

 

**8.             Genera**l**. **Thisis the entire agreement of the parties with respect to the subject matterhereof.  This Agreement may be modifiedonly in writing signed by both parties. The invalidity or unenforceability of any term or provision hereof shallnot affect the validity or enforceability of any other term or provisionhereof.  Any waiver hereunder must be inwriting.  Any waiver of any right orremedy hereunder with respect to any default shall not constitute a waiver ofthe same or any other right or remedy with respect to any other defaulthereunder.  This agreement is for thebenefit only of the parties hereto and shall inure to the benefit of and bindthe heirs, personal representatives, successors and assigns of the partieshereto, subject however to applicable limiting provisions in the Prime Lease orthe Sublease.  In any suit, action orappeal therefrom to enforce or interpret this Agreement, the prevailing partyshall be entitled to recover its costs and expenses incurred therein, includingreasonable attorneys’ fees and other costs of litigation.  This Agreement may be executed and deliveredin counterparts, each of which shall be deemed as an original and all of whichshall constitute one and the same agreement. After execution, this Agreement may be delivered by facsimile.

 

25

----

 
|   | **LANDLORD:**                                                          |
|--------|------------------------------------------------------------------------|
|   |                                                                   |
|   | SEATTLE UNION STATION II, LLC,  a Washington limited liability company |
|   |                                                                   |
|   | By                                                                     | /s/ Joseph D. Weinstein |   |
|   |                                                                   |   | Assistant Secretary of MIG Corporation |   |
| Its    |                                                                   |   | Manager |   |
|        |                                                                        |  |  |  |  |  |

 
|   | **AMAZON:**               |
|--------|---------------------------|
|   |                      |
|   | AMAZON.COM HOLDINGS, INC. |
|   |                      |
|   | By                        | /s/ Julie Benezet |   |
|   |                      |   | Name: | Julie Benezet |   |
|   |                      |   | Title: | Vice President |   |

 
|   | **SUBTENANT:**         |
|--------|------------------------|
|   |                   |
|   | PACIFICA BANCORP, INC. |
|   |                   |
|   | By                     | /s/ Jeffery C. Low |   |
|   |                   |   | Name: | Jeffery C. Low |   |
|   |                   |   | Title: | Chairman, President & CEO |   |

 
|   | **ORIGINAL  TENANT** |
|--------|----------------------|
|   |                 |
|   | AMAZON.COM, INC.     |
|   |                 |
|   | By                   | /s/ Julie Benezet |   |
|   |                 |   | Name: | Julie Benezet |   |
|   |                 |   | Title: | Vice President |   |

 

26

----

 
| STATE OF WASHINGTON |   | )   |
|---------------------|--------|-----|
|                | )      | ss. |
| COUNTY OF KING      |   | )   |

 

On this 6th day of March, 2002, before me, a Notary Public in and forthe State of Washington, personally appeared Joseph Weinstein, personally knownto me (or proved to me on the basis of satisfactory evidence) to be the personwho executed this instrument, on oath stated that she/he was authorized toexecute the instrument, and acknowledged it as the Assistant Secretary of MIGCorporation, the manager of SEATTLE UNION STATION II, LLC,****to be the free and voluntaryact and deed of said limited liability company for the uses and purposesmentioned in the instrument.

 

IN WITNESS WHEREOF, I have hereunto set my hand and official seal theday and year first above written.

 
|   | /s/ Lisa Peterson                                 |          |
|--------|---------------------------------------------------|---------------|
|   |                                              |
|   | NOTARY PUBLIC in and for the State of Washington, |
|   | residing at                                       | Seattle       |   |
|   |                                              |          |   |
|   | My appointment expires                            | 12/9/2001     |   |
|   |                                              |
|   | Print Name                                        | Lisa Peterson |   |
|        |                                                   |               |  |  |  |  |  |

 
| STATE OF WASHINGTON |   | )   |
|---------------------|--------|-----|
|                | )      | ss. |
| COUNTY OF KING      |   | )   |

 

On this 6th day of June, 2001, before me, the undersigned, a NotaryPublic in and for the State of Washington, duly commissioned and sworn,personally appeared Julie Benezet, to me known to be the person who signed asVice President of Amazon.com Holdings, Inc., the corporation that executed thewithin and foregoing instrument, and acknowledged said instrument to be thefree and voluntary act and deed of said corporation for the uses and purposestherein mentioned, and on oath stated that she was duly elected, qualified and actingas said officer of the corporation, that she was authorized to execute saidinstrument and that the seal affixed, if any, is the corporate seal of saidcorporation.

 

IN WITNESS WHEREOF I have hereunto set my hand and official seal theday and year first above written.

 
|   | /s/ Joanna M. Haught                                 |   |
|--------|------------------------------------------------------|--------|
|   | (Signature of Notary)                                |
|   | Joanna M. Haught                                     |   |
|   | (Print or stamp  name of Notary)                     |   |
|   |                                                 |   |
|   | NOTARY PUBLIC in and for the State of Washington,    |
|   | residing at 4557 45th Ave. SW 203, Seattle, WA 98116 |   |
|   | My appointment expires:                              |   | 3-9-03 |   |
|        |                                                      |        |  |  |  |  |  |

 

27

----

 
| STATE OF WASHINGTON |   | )   |
|---------------------|--------|-----|
|                | )      | ss. |
| COUNTY OF KING      |   | )   |

 

On this 6th day of June, 2001, before me, the undersigned, a NotaryPublic in and for the State of Washington, duly commissioned and sworn,personally appeared Julie Benezet, to me known to be the person who signed asVice President of Amazon.com, Inc., the corporation that executed the withinand foregoing instrument, and acknowledged said instrument to be the free andvoluntary act and deed of said corporation for the uses and purposes thereinmentioned, and on oath stated that she was duly elected, qualified and actingas said officer of the corporation, that she was authorized to execute saidinstrument and that the seal affixed, if any, is the corporate seal of saidcorporation.

 

IN WITNESS WHEREOF I have hereunto set my hand and official seal theday and year first above written.

 
|   | /s/ Joanna M. Haught                                 |   |
|--------|------------------------------------------------------|--------|
|   | (Signature of Notary)                                |
|   | Joanna M. Haught                                     |   |
|   | (Print or stamp  name of Notary)                     |   |
|   |                                                 |   |
|   | NOTARY PUBLIC in and for the State of Washington,    |
|   | residing at 4557 45th Ave. SW 203, Seattle, WA 98116 |   |
|   | My appointment expires:  3-9-03                 |   |
|        |                                                      |        |  |  |  |  |

 

 
| STATE OF WASHINGTON |   | )   |
|---------------------|--------|-----|
|                | )      | ss. |
| COUNTY OF KING      |   | )   |

 

On this 7th day of June, 2001, before me, the undersigned, a NotaryPublic in and for the State of Washginton, duly commissioned and sworn,personally appeared Jeffery C. Low, to me known to be the person who signed asChairman/President/CEO of Pacifica Bancorp, Inc., the corporation that executedthe within and foregoing instrument, and acknowledged said instrument to be thefree and voluntary act and deed of said corporation for the uses and purposestherein mentioned, and on oath stated that he was duly elected, qualified andacting as said officer of the corporation, that he was authorized to executesaid instrument and that the seal affixed, if any, is the corporate seal ofsaid corporation.

 

IN WITNESS WHEREOF I have hereunto set my hand and official seal theday and year first above written.

 
|   | /s/ Paul F. Farris                         |     |   |
|--------|--------------------------------------------|----------|--------|
|   | (Signature of Notary)                      |     |
|   | Paul F. Farris                             |     |   |
|   | (Print or stamp  name of Notary)           |     |   |
|   |                                       |     |   |
|   | NOTARY PUBLIC in and for the State         |     |
|   | of Washington, residing at                 | Kirkland |   |   |
|   | My appointment expires:  May 12, 2002 |
|        |                                            |          |        |  |  |  |  |

 

28

----

 

**SCHEDULE 1**

**TO**

**RECOGNITIONAGREEMENT**

 

**A.            Renewal Term Basic Rent.**

 

Fair Market RentLandlord will give Tenant notice of Landlord’s estimation of Fair Market Rentwithin 10 days after receiving Tenant’s notice exercising its option torenew.  If Tenant disagrees with suchestimate, it will notify Landlord in writing thereof within 10 days of Tenant’sreceipt of its notice.  If Tenant failsto notify Landlord that it disagrees with the estimation within said 10-day period,Tenant will be deemed to have agreed to the Fair Market Rent proposed byLandlord.  If there is a disagreement onsuch estimation, the parties will promptly meet to attempt to resolve theirdifferences.  If the differences as toFair Market Rent are not resolved within 25 days of the date Tenant receivesthe Landlord’s initial estimate of Fair Market Rent, then the parties willsubmit the matter to appraisal in accordance with the terms hereof so that FairMarket Rent is determined before the first day of the Renewal Term.  If the Fair Market Rent for a Renewal Termis not determined before the first day of the Renewal Term, Tenant willcontinue to pay Basic Rent in the amount payable during the immediatelypreceding period until the Basic Rent for the Renewal Term is determined.  Within 10 business days after the Basic Rentfor the Renewal Term has been determined, Tenant will pay to the Landlord theexcess, if any, of the Basic Rent due at the rate set by the appraiser(s) overthe Basic Rent actually paid during any expired portion of the Renewal Term.

** **

**B.            Appraisal Procedure.**

 

If the parties are to submit any matter to appraisal pursuant to theterms of this Lease, either Landlord or Tenant (the “Moving Party”) may givenotice to the other demanding appraisal and naming an appraiser.  The recipient of such notice (the“Recipient”) will, within 10 days after receiving the Moving Party’s notice,give notice to the Moving Party naming an appraiser selected by theRecipient.  Each appraiser will be amember of the American Institute of Appraisers and will have not less than 10years’ experience in the appraisal of properties like the Property in theSeattle metropolitan area.  If theRecipient fails to notify the Moving Party of the name of the appraisal companyit has selected within said 10-day period, the appraisal company selected bythe Moving Party will determine the matter submitted.  The appraiser(s) will render a determination in writing toLandlord and Tenant simultaneously within 10 days of their appointment.  Any determination in which the appraiserappointed by Landlord and the appraiser appointed by Tenant concur will bebinding and conclusive upon the parties.

 

29

----

 

If the two appraisers are unable to determine the matter within 20 daysafter appointment of the second appraiser, they will appoint a third appraiser,who must be an impartial person with qualifications similar to those requiredof the first two appraisers.  If theinitial two appraisers are unable to agree upon such appointment within 5 daysafter expiration of the 20-day period, the third appraiser will be selected bythe parties themselves, if they can agree, within a further period of 10days.  If the parties do not so agree,then either party, on behalf of both, may request appointment of such aqualified person by the then presiding judge of the King County Superior Courtacting in his private non-judicial capacity. The other party will not raise any question as to such Judge’s fullpower and jurisdiction to entertain the application for and make theappointment.  If the matter cannot bedetermined by agreement between the two appraisers selected by Landlord andTenant, or settlement between the parties during the course of appraisal, thenit will be determined by the three appraisers in accordance with the followingprocedure.  Each of the two appraisersoriginally selected by the parties will prepare a written statement of hisdetermination, supported by the reasons therefor, with counterpart copies foreach party and the third appraiser.  Theappraisers must arrange for a simultaneous exchange of their writtenstatements.  The role of the thirdappraiser will be to select which of the two proposed determinations mostclosely approximates his determination on the matter.  The third appraiser will have no right to propose a middle groundor any modification of either of the two determinations.  The appraisers will attempt to determine thematter within 10 days after the appointment of the third appraiser.  The determination chosen by the thirdappraiser will constitute the determination of the appraisers and be final andbinding upon the parties.

 

In the event of a failure, refusal or inability of any appraiser toact, his successor will be appointed by him, but in the case of the thirdappraiser, his successor will be appointed in the manner described above forappointment of the third appraiser.  Theappraisers will have the right to consult experts and competent authoritieswith factual information or evidence pertaining to a determination on thematter, but any such consultation will be made in the presence of both partieswith full right on their part to cross-examine.  The appraiser(s) will render the determination on the matter inwriting, with counterpart copies to each party.  The appraisers will have no power to modify the provisions ofthis Lease.  Each party will pay thefees and expenses of its respective appraiser and both will share equally thefees and expenses of the third appraiser, if any.  Each party will pay the attorneys’ fees and expenses of itscounsel and the fees and expenses of any witnesses called by that party.  Time is of the essence in connection withany matter submitted to appraisal pursuant to this provision.

** **

**“ComparableSpace”** means a comparable amount of space (considering thestandard of measurement by which square footage is measured) in comparablecondition (i.e., shell or second generation) on a comparable floor and with acomparable view located in a building of comparable age and construction, witha comparable number of floors, a floor plate of comparable size andconfiguration and offering comparable services and amenities.

 

30

----

 

**“FairMarket Rent”** means the annual amount per square foot that awilling tenant would pay and a willing landlord would accept, in an arms-lengthlease for Comparable Space for a comparable period of time, givingconsideration to the financial capability of the tenants, the amount of squarefeet being leased, the rent rates per square foot, the standard of measurementby which square footage is measured, the type and extent of liability under anyescalation clauses, the approximate amount of operating expenses to be paid bythe tenant, the amenities and services provided, any rent concessions and allother applicable conditions of tenancy.

 

**“RelevantMarket”**means the area bounded by the Fremont/WallingfordDistricts to the north, South Royal Brougham Way to the south, Interstate 5 tothe east and Puget Sound to the west.

 

31

----

 

**SCHEDULE2**

**TO**

**RECOGNITIONAGREEMENT**

 

ARTICLE 11 — DAMAGE OR DESTRUCTION

 

11.1.  TenantableWithin 180 Days.  Except as providedin Section 11.3, if fire or other casualty renders the whole or any materialpart of the Premises untenantable and Landlord determines (in Landlord’sreasonable discretion) that it can make the Premises tenantable within 180 daysafter the date of the casualty, then Landlord will notify Tenant that Landlordwill repair and restore the Building and the Premises to as near theircondition prior to the casualty as is reasonably possible within the 180 dayperiod (subject to delays caused by Tenant or Force Majeure).  Landlord will provide the notice within 60days after the date of the casualty.  Insuch case, the Lease shall remain in full force and effect, but Basic Rent andTenant’s Share of Operating Expenses for the period during which the Premisesare untenantable shall abate pro rata (based upon the Rentable Area of the untenantableportion of the Premises as compared with the Rentable Area of the entirePremises).

 

11.2.  NotTenantable Within 180 Days.  If fireor other casualty renders the whole or any material part of the Premisesuntenantable and Landlord determines (in Landlord’s reasonable discretion) thatit cannot make the Premises tenantable within 180 days after the date of thecasualty, then Landlord will so notify Tenant within 60 days after the date ofthe casualty and may, in such notice, terminate this Lease effective on thedate of Landlord’s notice.  If Landlorddoes not terminate this Lease as provided in this Section, Tenant may terminatethis Lease by notifying Landlord within 30 days after the date of Landlord’s notice,which termination will be effective 30 days after the date of Tenant’s notice.

 

11.3.  BuildingSubstantially Damaged. Notwithstanding the terms and conditions of Section 11.1, if theBuilding is damaged or destroyed by fire or other casualty (regardless whetherthe Premises is affected) and the damage reduces the value of the improvementson the Property by more than 50% (as Landlord reasonably determines valuebefore and after the casualty), regardless whether Landlord determines (inLandlord’s reasonable discretion) that it can make the Building tenantablewithin 180 days after the date of the casualty, then Landlord, at Landlord’soption, by notifying Tenant within 60 days after the casualty, may terminatethis Lease effective on the date of Landlord’s notice.

 

11.4.  Insufficient Proceeds. Notwithstanding any contrary language in this Article 11, if thisArticle 11 obligates Landlord to repair damage to the Premises or Buildingcaused 

 

32

----

 

by fire or other casualty and Landlord does not receive sufficientinsurance proceeds to make the repair, or if Landlord’s lender does not allowLandlord to use sufficient proceeds to make the repair, then Landlord, atLandlord’s option, may terminate this Lease effective on the date of Landlord’snotice.

 

11.5.  Landlord’sRepair Obligations.  If this Leaseis not terminated under Sections 11.2 through 11.4 following a fire or othercasualty, then Landlord will repair and restore the Premises and the Buildingto as near their condition prior to the fire or other casualty as is reasonablypossible and Basic Rent and Tenant’s Share of Operating Expenses for the periodduring which the Premises are untenantable will abate pro rata (based upon theRentable Area of the untenantable portion of the Premises as compared with theRentable Area of the entire Premises). In no event is Landlord obligated to repair or restore any Alterationsor Tenant’s Improvements, any special equipment or improvements installed byTenant, any personal property, or any other property of Tenant and Tenant shallrepair and restore all such items at its expense.  Landlord will, if necessary, equitably adjust Tenant’s Share ofOperating Expenses Percentage to account for any reduction in the Rentable Areaof the Premises or Building resulting from a casualty.

 

11.6.  RentApportionment.  If either Landlordor Tenant terminates this Lease under this Article 11, Landlord will apportionBasic Rent and Tenant’s Share of Operating Expenses on a per diem basis andTenant will pay Basic Rent and Tenant’s Share of Operating Expenses to either(a) the date of the fire or other casualty if the event renders the Premisescompletely untenantable, or (b) if the event does not render the Premisescompletely untenantable, the effective date of such termination (provided thatif a portion of the Premises is rendered untenantable, but the remainingportion is tenantable, then, Tenant’s obligation to pay Basic Rent and Tenant’sShare of Operating Expenses shall abate as set forth above from the date of thecasualty and Tenant will pay the unabated portion of the Basic Rent to the dateof such termination).

 

11.7.  ExclusiveCasualty Remedy.  The provisions ofthis Article 11 are Tenant’s sole and exclusive rights and remedies in theevent of a casualty.  To the extentpermitted by the Laws, Tenant waives the benefits of any Law that providesTenant any abatement or termination rights (by virtue of a casualty) notspecifically described in this Article 11.

 

33

----