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SECOND AMENDMENT TO LEASE
THIS SECOND AMENDMENT TO LEASE (this " Second Amendment
") is made effective as of June 11, 2008, by and between VON
KARMAN MICHELSON CORPORATION , a Delaware corporation ("
Landlord "), and CALIFORNIA FIRST NATIONAL BANCORP ,
a California corporation (" Tenant "), with reference to the
following:
A. World Trade Center
Building, Inc., a Japanese corporation and Landlord's
predecessor-in-interest under the Lease, as herein defined ("
Original Landlord "), and Tenant entered into that certain
Office Building Lease dated as of January 30, 2003 (the "
Original Lease "), as amended by that certain Amendment to
Lease dated as of December 17, 2004 (the " First Amendment
"), by and between Landlord and Tenant (the Original Lease, as
amended by the First Amendment, is hereinafter referred to as the "
Lease "), for the lease of certain premises (the "
Existing Premises ") known collectively as Suites 400 ("
Suite 400 "), 420, 700 and 800 consisting in the aggregate
of approximately 48,568 rentable square feet in that certain
building (the " Building ") located at 18201 Von Karman
Avenue, Irvine, California 92612, as more particularly described in
the Lease.
B. Landlord and
Tenant desire by this Second Amendment to amend the Lease in order
to (i) extend the Term, (ii) provide for a revised Monthly Base
Rent, (iii) reduce the Existing Premises by approximately 5,197
rentable square feet consisting of Suite 400 (for such purposes,
the " Surrendered Space "), and (iv) further amend, modify
and supplement the Lease as set forth herein.
NOW, THEREFORE , in consideration of the foregoing Recitals
(which are incorporated herein by this reference), for the mutual
promises contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, Landlord and Tenant hereby agree as
follows:
1.
Definitions . Capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed to
such terms in the Lease. Unless the context clearly indicates
otherwise, all references to the "Lease" in the Lease and in
this Second Amendment shall hereinafter be deemed to refer to
the Lease, as amended hereby.
2.
Extension of Term . Landlord and Tenant acknowledge
that the Term is scheduled to expire on August 31, 2008.
Notwithstanding anything to the contrary contained in the
Lease, in accordance with Section 40 of the Original Lease,
Landlord and Tenant agree that the Term is hereby extended for
a period of sixty (60) complete calendar months (the "
Extension Term ") commencing on September 1, 2008 (the
" Extension Term Commencement Date ") and ending on
August 31, 2013, unless sooner terminated in accordance with
the terms of the Lease. In addition, any reference in the
Lease to the "Term" or words of similar import shall mean the
Term together with the Extension Term, unless the context
clearly indicates otherwise, and any reference in the Lease to
the "Expiration Date" or words of similar import shall mean
August 31, 2013, unless the context clearly indicates
otherwise.
3.
Reduction of Existing Premises . Notwithstanding
anything to the contrary contained in the Lease, Tenant shall,
on the day immediately prior to the Extension Term
Commencement Date (the " Return Date "), vacate,
surrender and return exclusive possession of the Surrendered
Space to Landlord in the condition required under, and
otherwise in accordance with the terms and conditions of, the
Lease, and Tenant and all of Tenant's subtenants, assignees
and other transferees, if any, shall have no further right to
the Surrendered Space. Without limitation as to the foregoing,
Tenant shall continue to lease the remaining 43,371 rentable
square feet of the Existing Premises known as Suites 420, 700
and 800 (the " Reduced Premises "), upon and subject to
all of the terms and conditions of the Lease (Landlord and
Tenant hereby acknowledge and agree that such stated amount of
the rentable square footage of the Reduced Premises is not a
representation or warranty of the exact number of rentable
square feet therein but rather is only a reasonable
approximation and that the rent is not subject to revision
whether or not the actual square footage is more or less than
such approximation). Accordingly, effective on the Extension
Term Commencement Date, (a) all references to the "Premises"
in the Lease shall mean and refer to the Reduced Premises, and
(b) "Tenant's Percentage" shall mean and refer to 19.7430%
(subject to increase or decrease in the event Landlord, in
accordance with sound property management practices,
determines that the rentable square footage of the Building is
more or less than the rentable square footage of the Building
as stated in the Lease). As soon as reasonably practicable
after the Return Date, Landlord shall, at its sole cost and
expense and using Building-standard materials and methods,
separate Suite 420 from the Surrendered Space by removing the
glass doors in the common wall between such suites and filling
in the opening in the common wall created by such removal (the
" Demising Work "). Tenant hereby acknowledges that
Landlord will be performing the Demising Work during the Term
(as extended by the Extension Term), and Tenant shall not be
entitled to any abatement or reduction of Rent in connection
with the Demising Work or to any change in the Extension Term
Commencement Date, nor shall the Demising Work be deemed an
eviction, actual or constructive, of Tenant. Tenant shall at
all times cooperate reasonably and in good faith in connection
with Landlord's prosecution of the Demising Work, including,
without limitation, by granting Landlord access to any portion
of the Premises and by promptly responding to matters arising
in connection with the Demising Work. Without limitation as to
the foregoing, Landlord shall exercise commercially reasonable
efforts to minimize interference with Tenant's business
operations during Landlord's prosecution of the Demising Work.
In the event Tenant fails to vacate, surrender and return
exclusive possession of the Surrendered Space to Landlord in
the condition required under, and otherwise in accordance with
the terms and conditions of, the Lease on the Return Date,
then, in addition to all other rights and remedies Landlord
may have pursuant to the Lease and at law and in equity,
Tenant shall be deemed a holdover tenant and the terms and
conditions of Section 11(b) of the Original Lease shall apply
with respect to the Surrendered Space.
4.
Monthly Base Rent for Extension Term . Notwithstanding
anything to the contrary contained in the Lease, and in
addition to all other amounts due and payable by Tenant in
connection with the Lease to be paid in the manner specified
therein, including, without limitation, Additional Rent,
Tenant shall, commencing on the Extension Term Commencement
Date, pay in the m
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