Exhibit 10(zzz)


 


AMENDMENT TO LEASE 


 


This Amendment to Lease
is made effective as January 17, 2013, between Bank of the West, Sole Trustee of the Edward H. Wagner Trust and Bank of the
West, Sole Trustee of The Wagner Trust of 1979, Successors-in-Interest to Edward H. Wagner and Charles S. Wagner (collectively,
“Landlord”) and North Valley Bank, a California corporation (“Tenant”). 


 


		1.	Recitals. This Amendment to Lease is made with reference to the following facts and objectives.



 


		a)	Landlord and Tenant entered into a written Lease dated March 1, 2007, (the “Lease”)
in which Tenant leased approximately 4,900 square feet known 793 Redwood Drive, Garberville, California 95440 (the “Premises”).



 


		b)	Tenant exercised its option to extend the Lease for an additional three year period to and including
February 28, 2013.



 


		c)	The parties desire to extend the term of the Lease for an additional period of five (5) years,
from March 1, 2013 to and including February 28, 2018, and to grant to Tenant an option to extend for an additional five (5) years.



 


		2.	Extension of Term. The term of the Lease shall be extended for an additional period of five
(5) years (the “Additional Term”), from and after March 1, 2013 so that the term of the Lease shall extend to and include
February 28, 2018. The minimum monthly rent for March 1, 2013, to February 28, 2014, will be $5,074.72.



 


		3.	Minimum Monthly Rent.



 


a. The minimum
monthly rent for the Additional Term shall be increased, on March 1, 2014, March 1, 2015, March 1, 2016, and March 1, 2017 and,
in addition, if the “Extension Option” (as defined below) is exercised, the minimum monthly rent for the Extension
Option term shall be increased on March 1, 2019, March 1, 2020, March 1, 2021, and on March 1, 2022, increased in each case by
an amount equal to the lesser of: (a) 3% (to 103% of the minimum monthly rent amount in effect on the day prior to the calculation
of the increase) or (b) the increase, if any, but not any decrease, from the “Base Month” as hereinafter defined, in
the Consumer Price Index of the Bureau of Labor Statistics of the U.S. Department of Labor for CPI U (All Urban Consumers), for
all of California, as “CPI”. 


 



    	 



    	 



    
 


			b. The minimum monthly rent payable in accordance with paragraph 3a. above shall be calculated
as follows: for the Additional Term, the minimum monthly rent of $5,074.72 as of March 1, 2013, shall be multiplied by a fraction
the numerator of which shall be the CPI of the calendar month 2 months prior to the month during which the adjustment is to take
effect, and the denominator of which shall be the CPI of the calendar month which is 2 months prior to March 1, 2013. The sum so
calculated shall constitute the new minimum monthly rent hereunder, but in no event shall any such new minimum monthly rent be
less than the minimum monthly rent payable for the month immediately preceding the rent adjustment or more than three percent (3%)
higher than the minimum monthly rent hereunder prior to such CPI increase.



 


			c. The minimum monthly rent payable in accordance with paragraph 3a. above shall be calculated
as follows: for the Extension Option term, the minimum monthly rent in effect in March, 2018 (as calculated in accordance with
the provisions of Sections 4b) and 4c) below) shall be multiplied by a fraction the numerator of which shall be the CPI of the
calendar month 2 months prior to the month during which the adjustment is to take effect, and the denominator of which shall be
the CPI of the calendar month which is 2 months prior to March 1, 2018. The sum so calculated shall constitute the new minimum
monthly rent hereunder, but in no event shall any such new minimum monthly rent be less than the minimum monthly rent payable for
the month immediately preceding the rent adjustment or more than three percent (3%) higher than the minimum monthly rent hereunder
prior to such CPI increase.



 


			d. In the event the compilation and/or publication of the CPI shall be transferred to any other
governmental department or bureau or agency or shall be discontinued, then the index most nearly the same as the CPI shall be used
to make such calculation. In the event that the Parties cannot agree on such alternative index, then the matter shall be submitted
for decision to the American Arbitration Association in accordance with the then rules of said Association and the decision of
the arbitrators shall be binding upon the parties. The cost of said Arbitration shall be paid equally by the Landlord and Tenant.



 


			e. In addition to the foregoing, if the Extension Option is exercised, the monthly minimum rent
shall be increased to the “MRV” (as hereinafter defined) effective as of March 1, 2018 in accordance with the provisions
of Section 4b) and 4c) below.



 


		4.	Option to Extend. Tenant shall have one (1) option ("Extension Option") to further
extend the Lease term from March 1, 2018 to and including February 28, 2023 Extension Option term"), on the following terms
and conditions:



 


a)         Tenant's
Extension Option shall be subject to satisfaction of each of the following conditions precedent, which are solely for the benefit
of, and may be waived unilaterally by, Landlord:


			



 


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(i)         The
Extension Option shall be exercised by written notice delivered by Tenant to Landlord no later than nine (9) months and no earlier
than twelve (12) months prior to the end of the Term;


 


(ii)        Tenant
shall be in occupancy of one hundred percent (100%) of the area of the Premises directly or through a wholly owned subsidiary (at
any tier), and not through an unaffiliated assignee or sublessee; and


 


(iii)       The
Lease shall be in full force and effect and Tenant shall not be in default of any material provision thereof both on the day such
written notice is delivered to Landlord and on the last day of the Term; provided, however, if Tenant is in default but the cure
period has not run, this condition shall be deemed satisfied if Tenant cures the default within the applicable cure period.


 


b)         In the event
the Term shall be extended as the result of the exercise by Tenant of the Extension Option, then all of the terms, covenants and
conditions of this Lease shall remain in full force and effect during the Extension Option term, except that the initial minimum
monthly rent during the Extension Option term shall be adjusted, as of the commencement of the Extension Option term, to the then
effective fair market rental rate (“MRV”) as mutually agreed to by Landlord and Tenant; provided, however, that in
no event shall the minimum monthly rent payable for any Lease Year be less than the minimum monthly rent payable for the immediately
preceding Lease Year.


 


c)         If Landlord
and Tenant cannot agree on the MRV within thirty (30) days after Tenant has exercised the Extension Option, then Landlord and Tenant
shall then immediately appoint a mutually acceptable appraiser or broker to establish the new MRV within the next 30 days. The
appraiser shall be an MAI appraiser, or the broker shall be licensed by the State of California, and either shall have a minimum
of five years’ experience valuing similar properties in the region. Any associated costs will be split between the parties.
If the parties cannot agree on an appraiser or broker to establish the MRV then either party may apply to the court for the appointment
of an appraiser. If the MRV has not been determined by the commencement of the Extension Option term, Tenant shall continue to
pay the minimum monthly rent in effect prior to the Extension Option term and shall pay any shortfall in the minimum monthly rent
within fifteen (15) days after the MRV has been determined.


 


d)         Nothing stated
or omitted in this Amendment to Lease shall be construed as a grant of any other extension of the term of this Lease or of any
commitment to any further extension.


 


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		5.	Hazardous Substances. Tenant covenants and agrees that it will not use, keep or suffer to
be kept, or generate, store, or release any hazardous, toxic, or infectious substances, materials, wastes, pollutants or contaminants
including but not limited to petroleum products (collectively, “Hazardous Substances”) in, upon or about the Premises
or any portion of the shopping center in which the Premises are located (“Shopping Center”). Tenant shall promptly
remove and clean up any Hazardous Substance brought onto or about the Premises or the Shopping Center in violation of this provision.
Tenant shall indemnify, protect, defend and hold harmless Landlord and its employees, directors, officers, shareholders, agents,
affiliates, and successors in interest (collectively, the “Landlord Parties”) from and against all claims, damages,
liabilities, penalties, judgments, settlements, loss of rents, costs and expenses including reasonable attorneys’ fees and
court costs collectively hereinafter referred to as “Claims” incurred by Landlord in connection with any Hazardous
Substances used, kept, generated, stored or released by Tenant on the Premises or Shopping Center or to correct any violation of
this covenant, or to remove, neutralize or render harmless any Hazardous Substance, or to comply with the requirements of any regulatory
body having jurisdiction over Hazardous Substances, or to contest the actions of any such regulatory body with respect to the Shopping
Center. Tenant’s indemnity obligation hereunder shall survive the expiration or earlier termination of this Lease. If Tenant
knows or has reasonable cause to believe that a Hazardous Substance is located, in, on, under or about the Premises, other than
as previously consented to by Landlord in writing, Tenant shall immediately give written notice of such fact to Landlord. Tenant
shall also immediately give to Landlord a copy of any documents received from any governmental authority regarding the presence
of Hazardous Substances in, on, under or about the Premises. Tenant shall, at its sole cost and expense, comply with all applicable
laws relating to Hazardous Substances and all directives and orders of governmental agencies relating to Hazardous Substances.
Landlord and its lenders shall have the right to enter the Premises at any time upon reasonable notice for the purpose of verifying
compliance with applicable laws relating to Hazardous Substances. The cost of such inspection shall be paid for by Landlord, unless
contamination caused by Tenant is found to exist in, on, under or about the Shopping Center or a default exists under this Lease.



 


		6.	Effectiveness of Lease. Except as set forth in this Amendment to Lease, all the provisions
of the Lease shall remain unchanged and in full force and effect.



 


		7.	Conflict of Terms. In the event of any conflict between the provisions of the Lease and
this Amendment to Lease, the provisions of this Amendment to Lease shall prevail.



 


		8.	Representations and Warrantees. As material inducement for Landlord’s agreement to
this Amendment to Lease, Tenant hereby represents and warrants to Landlord that as of the date first set forth above, Landlord
is in full compliance with all of its obligations under the Lease, Landlord has not breached any of its obligations thereunder,
and no facts or circumstances have occurred that, with the passage of time, could arise to a default by Landlord under the Lease.






 


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	LANDLORD:


 


BANK OF THE WEST,
 a California banking corporation, Sole


Trustee of the EDWARD H. WAGNER TRUST


 


	 	TENANT:


 


NORTH VALLEY BANK,
 a California corporation



	By	/s/ Jonna Greenlee


	 	By	 
	Name	Jonna Greenlee	 	Scott R. Louis
	Title	VP	 	EVP / Chief Operating Office
	 	 	 	 	 	 	 
	By	/s/ Betty Samuels


	 	By	 
	Name	 	Betty Samuels	 	Name	 
	Title	 	AVP	 	Title	 
	 	 	 	 	 	 	 
	BANK OF THE WEST, a California

                    banking corporation, Sole Trustee of

                    THE WAGNER TRUST OF 1979


	 	 	 	 
	 	 	 	 	 	 	 
	By	/s/ Jonna Greenlee	 	 	 	 
	Name	Jonna Greenlee	 	 	 	 
	Title	VP	 	 	 	 
	 	 	 	 	 	 	 
	By	/s/ Betty Samuels	 	 	 
	Name	Betty Samuels	 	 	 	 
	Title	AVP	 	 	 	 



 


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