FIRST AMENDMENT TO LICENSE AGREEMENT
THIS FIRST AMENDMENT TO LICENSE AGREEMENT ("First Amendment") is made
and entered into this 12th day of September, 1996, by and between the THE
VONS COMPANIES, INC., a Michigan corporation ("VONS"), and SOUTHERN
CALIFORNIA BANK, a California banking corporation ("SCB").
RECITALS
This First Amendment is made with reference to the following facts:
A. By written license agreement dated December 18, 1992 (the
"Agreement"), VONS licensed to SCB certain premises containing approximately
four hundred forty-one (441) square feet (the "Premises"), which Premises are
a part of the supermarket building located at 8010 East Santa Ana Canyon
Road, Anaheim Hills, California.
B. SCB is currently operating a full-service banking facility in
the Premises.
C. VONS and SCB now desire to amend and modify the Agreement to
adjust the License Fee payable by SCB and to confirm SCB's exercise of its
first Renewal Option contained therein. All terms not otherwise defined
herein shall have the meanings ascribed to them in the Agreements.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, VONS and SCB hereby amend and modify the
Agreement as follows:
1. ACKNOWLEDGMENT OF SCB'S EXERCISE OF OPTION. VONS and SCB
acknowledge that, upon the execution of this First Amendment by SCB and VONS,
SCB shall be deemed to have exercised the first of its three five (5)-year
Renewal Options set forth in the Agreement to extend the Basic Term for a
period of five (5) years (the "First Renewal Term"). The First Renewal Term
shall commence on June 1, 1996.
2. USE. The first sentence of Section 4(c) of the Agreement is
hereby deleted in its entirety and the following substituted therefore:
(c) Subject to force majeure (as hereinafter defined) and the other
provisions of this Agreement, following the Effective Date, the
Premises FSF shall be open for business for a minimum of forty
eight (48) hours a week allocated over seven (7) days;
provided, however, that (i) the Premises FSF shall not be open
less than four (4) hours on any given day; (ii) the hours of
operation for the Premises FSF must be consistent with the
operating hours of the Supermarket; and (iii) the hours of
operation of active ATMs located in the Premises FSF shall not
count toward this requirement.
3. LICENSE FEE. Section 5 of the Agreement is hereby deleted in
its entirety and the following substituted therefore:
ANNUAL FEE. As to the Effective Date, SCB agrees to pay to VONS
an annual License Fee as set forth below:
Years 1, 2, and 3 of Basic Term: $27,000/yr.
"On the commencement of the First Renewal Term and annually
thereafter during each Renewal Term, the License Fee shall be
adjusted in accordance with the fee structure attached hereto
as SCHEDULE "1" ("License Fee Adjustment"). The License Fee
Adjustment shall be based upon VONS' average weekly customer
count for the Supermarket during the final twelve (12) full
weeks of each year of the Basic Term and any Renewal Terms."
4. NOTICES. Section 37(a)(ii) is hereby deleted in its entirety
and the following substituted therefore:
(ii) If to SCB, then to:
Southern California Bank
3800 East La Palma Avenue
Box 19049
Anaheim, California 92817-9049
Attention: Mr. David A. McCoy
Executive Vice President
5. MERGER. This First Amendment constitutes the final, complete
and exclusive statement of the terms of the First Amendment. All preliminary
negotiations and agreements of whatsoever kind or nature are merged herein,
and no oral statement or representation or prior written matter not contained
in this instrument shall have any force and effect. This First Amendment
shall constitute a binding obligation between the parties hereto.
6. ACKNOWLEDGMENT. Except as modified by this First Amendment,
VONS and SCB acknowledge that terms and conditions of the Agreement, as
amended and modified, are in full force and effect.
7. COUNTERPARTS. This First Amendment may be executed in
multiple counterparts, each of which shall have the force and effect of an
original as of the day and date first above written.
IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment on the day and year first set forth above.
VONS: THE VONS COMPANIES INC.,
a Michigan Corporation
By: /s/
-----------------------------
Print Name: Donald J. Howard
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Title: SR. Vice President
--------------------------
SCB: SOUTHERN CALIFORNIA BANK
a California banking corporation
By: /s/
-----------------------------
Print Name: David A. McCoy
---------------------
Title: EVP & COO
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SCHEDULE "1"
LICENSE FEE STRUCTURE
Supermarket Banking Facility
Vons #216
8010 East Santa Ana Canyon Road
Anaheim Hills, California
Vons's Average Customer Count
During Final 12 Weeks of Each
Year of Renewal Terms
ANNUAL LICENSE FEE DURING RENEWAL TERMS
Years Years
1 & 2 3,4 & 5
of First of First Second Third
Renewal Renewal Renewal Renewal
Term Term Term Term
-------- -------- ------- -------
Less than 10,000 customers per week: $15,000 $18,000 $23,000 $23,000 plus
annual 4%
increase
10,000 to 14,999 customers per week: $18,000 $21,000 $26,000 $26,000 plus
annual 4%
increase
15,000 to 19,999 customers per week: $21,000 $24,000 $29,000 $29,000 plus
annual 4%
increase
20,000 to 24,999 customers per week: $25,000 $28,000 $33,000 $33,000 plus
annual 4%
increase
25,000 or more customers per week: $30,000 $33,000 $38,000 $38,000 plus
annual 4%
increase