Exhibit 10.31


 


LEASE


 


Basic Lease Provisions


 


Section  1.


 


1.01                        Date and
Parties.  This Indenture of Lease
made as of the 28th day of January 2004, is between John J.
McArdle  III, Trustee of the Lally 11
Realty Trust, 78 Main Street, Andover, Massachusetts and recorded in the Essex
North District Registry of Deeds in Book
          on Page
        (hereinafter called the “Lessor”)
and Enterprise Bank and Trust. Company, having its principal place of business
at 222 Merrimack Street, Lowell, Massachusetts 01852 (hereinafter called the
“Lessee”). Lessee  is a Massachusetts
corporation with a principal office at 222 Merrimack Street, Lowell,
Massachusetts 01852.


 


1.02                        Premises.
Witnesseth, that in consideration of the rents and covenants herein
reserved and contained on the part of the Lessee to be paid, performed and
observed, the Lessor  does hereby lease
and demise unto the Lessee the premises 
known as 8 and 8R High Street, Andover, Massachusetts consisting of one
two story building as well as a one story building at the rear of the property
(hereinafter called the ‘Premises”). which premises are more particularly
described in Exhibit A attached hereto and incorporated by reference.


 


1.03                        Use.  The Lessee shall use the premises for a
commercial bank or  trust company or for
any financial services use or other commercial or professional  office use which shall be permitted by the
zoning by-law  of the Town of Andover as
the same is from time to time amended.


 


1.04                        Term.  The initial term of this lease shall be
the period of Ten (10) Years commencing on the commencement date (hereafter
defined) and ending ten  (10) years
after the commencement date. The commencement date of this lease shall be the
first day of the following month after the date the Town of Andover issues a
certificate of occupancy.


 


1.05                        Extended
Term.  Provided this lease is in
full force and effect without notice of default to Lessee, or if such notice of
default has been given and the Lessee is acting  promptly and diligently 
to cure the same, the Lessee may extend the term of this  lease for 
up to five (5) consecutive option terms of five years each  (Extended Terms).  The term and all extended terms, if any, shall automatically be
extended for each extended term unless Lessee shall notify Lessor of its
intention to terminate this lease at six (6) months prior to the expiration of
the then existing term.(Notice Date).


 


1.06                        Intentionally
omitted


 


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1.07                        Confirmation
of Commencement. Within thirty (30) days after the commencement date, the
parties shall confirm in writing the Lease’s commencement date and termination
date. The declaration in recordable form shall set forth the specific date of
commencement. The cost of recording and preparation shall be the obligation of
the Lessee.


 


Section 2.                                          RENT
AND SECURITY


 


2.01                        Basic
Rent  For years One (1) through Ten
(10),  Lessee will pay $110,000.00 in
Yearly Fixed Rent (“Rent”) in monthly installments of $9,166.67 on the First
Monthly Payment Due Date and thereafter on the first day of each month in
advance. All rent payments shall he made to the Lessor or the Lessor’s  agent and at such place as the Lessor shall
from time to time in writing designate. The first monthly payment shall be paid
on the commencement date.


 


2.03.                     Renewal Rent.   In the event the Lessee exercises its
option to extend the term of this lease, after the Initial Term, the annual
basic rent which the Lessee shall pay for 
years 11 through 15 (the First Option Term)  shall be $240,000.00 in Yearly Fixed Rent (“Rent”) in monthly
installments of $20,000.00 on the First Monthly Payment Due Date and thereafter
on the first day of each month in advance. All rent payments shall he made to
the Lessor or the Lessor’s agent and at such place as the Lessor shall from
time to time in writing designate. The first monthly payment shall be paid on
the  commencement date of the first
option period.


 


2.03 A.         In the event the
Lessee exercises its option to extend the term of this lease, after the Initial
Term, and after the First Option Term the annual basic rent which the Lessee
shall pay during the each subsequent five year option term  shall be 
(a) the amount  of the annual
basic rent paid during the last month of the Previous  Term plus (b) the product of (I) the said  Annual Basic Rent being charged during the
last month of the prior  term multiplied
by (ii) the amount, expressed as a percentage equal to 100% percent of the
increase, if any, in the index now known as the Producer Price Index for the
Boston Area as published by the Bureau of Labor Statistics, United States
Department of Labor (“PPI”) for the sixty 
month period next preceding the commencement of the current extended
term or the preceding month period of the Initial Term.  The Initial PPI shall be the PPI published
on or most recently prior to the commencement date of the applicable term and
the PPI utilized to calculate the increase shall be the PPI published on or
most recently prior to the commencement of the current extended term or the
preceding sixty  month period .In no
event shall the basic rent be less than the said rent for the prior period.


 


2.04.                     Annual Basic
Rent shall be payable in advance, in equal monthly installments of 1/12th of
the Annual Basic Rent on the first day of each calendar month from and after
the Commencement Date.


 


2.05                        Additional
Rent.  The Lessee shall pay
as additional rent the real estate taxes for the premises beginning on  the commencement date.  The real estate  taxes shall be paid to the Town of Andover  in or within twenty days after the tax bill
for the same is presented to the Lessee. The Lessor agrees to furnish the tax
bill to the Lessee within ten (10) business days after the same is


 


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received.  All such tax payments shall be made to the
municipality by Lessee with proof of payment being furnished to the Lessor on
each occasion that a payment is made.


 


2.06                        Abatement
of Taxes.  The Lessor at the request
of the Lessee shall authorize the Lessee to apply for a tax abatement in the
name of the Lessor for any tax year. 
The Lessee shall pay for all expenses including the cost of appraisals
and all legal expenses.  All legal
documents shall be prepared and paid for by the Lessee.  Copies of all documents filed in connection
with the abatement, shall be sent to the Lessor. All such abated taxes shall
belong to the Lessee.


 


Section 3.                                          AFFIRMATIVE
OBLIGATIONS


 


3.01                        Utilities.  Lessee shall pay to the proper authority
charged with the collection thereof, all charges for the consumption of
electricity, gas, water, sewer, rubbish removal, telephone and other such
services separately metered or billed to Lessee for the Premises.  All such charges shall be paid as the same
from time to time become due.  The
Lessor acknowledges that all utilities which presently  service the building have been brought
directly to the premises and to the building, 
and that the Lessee shall only need to make arrangements for any  upgrades
to the current utilities and to turn on such utilities and  make arrangements for billing for any such
services.  The Lessee shall make its own
arrangements for such utility billing. 
The Lessor shall not be liable for any interruption or failure in the
supply of such utilities to the premises.


 


3.02                        Repairs
and Maintenance.  The Lessee shall
keep the premises in good order; make repairs and replacement to the premises
needed because of Lessee’s use of the premises; and  repair and replace special equipment installed by or at Lessee’s
request.  The Lessee shall be
responsible for repair, replacement and general maintenance of the roof,
foundation, exterior walls, interior walls, all structural components, and all
systems such as mechanical, electrical, HVAC, and plumbing.  Removal of snow and ice from the sidewalks
bordering the Premises and from the parking areas of the Premises shall be the
Lessees responsibility.


 


3.03                        Time for
Repairs and Replacement.  Repairs or
replacements required under Section 3 shall be made within a reasonable
time after receiving notice or having actual knowledge for the need for repair
or replacement.


 


3.04                        Lessor
has no obligation to alter, remodel or improve the Premises in any way.  Lessee agrees to accept the Premises in an
“as is” condition subject to the terms of this lease.   The foregoing notwithstanding, the Lessor shall be responsible
for the repair and maintenance of  a
stone wall located on the premises if in fact owned by the Lessor  and shown on Exhibit A attached hereto and
the removal of the underground  fuel
storage tank.


 


3.05                        Lessee
shall have the right, at its sole cost and expense, to alter, remodel or
improve the Premises and the buildings thereon in any way which in its sole
discretion will be necessary for it to conduct its business on the premises.  The Lessee is given the right to tear down
any portion of the rear building or any additions to the main building now
located on the premises and to


 


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rebuild or replace the
same in such a manner as it deems necessary to conduct its business.  The main building may be altered and
remodeled and improved, but except for additions to the main building, it may
not be torn down and replaced.  If the
lease is assigned by the Lessee, then any subsequent Lessee may not tear down
and rebuild a structure without the consent of the Lessor which consent shall
not be unreasonably withheld or delayed. 
The repair or replacement or remodeling shall not be performed unless
the plans and specifications of the Lessee shall be approved by the Lessor,
which approval Lessor agrees not to delay or withhold unreasonably.  In any event, the approval or disapproval
shall be given to Lessee within thirty (30) days after the same is submitted to
Lessor by Lessee.


 


3.06                        Drawings.  Lessee shall submit to Lessor, on or before
thirty (30) days prior to its commencement of any major work on the
premises,  the Lessee’s drawings and
plans for the work to be performed on the premises.  Lessor, by notice in writing addressed to Lessee, shall indicate
Lessor’s approval of them or clearly specify any objections to them, the
objections in all events to be reasonable. 
The work to be performed by Lessee as described in the drawings   therefor are herein referred to as
“Lessee’s Work.” The Lessor and the Lessee shall discuss in good faith any
reasonable objection made by the Lessor. 
If the parties are unable to agree, the Lessee may commence its work
provided the work complies with the applicable laws and regulations. A copy of
all plans and drawings will be given to the Lessor for his records.


 


3.07                        Lessee
shall bear all costs of preparing the drawings.  Lessor’s approval of the drawings shall not constitute an opinion
or agreement that they are in compliance with law (it being agreed that such compliance
is solely Lessee’s responsibility), nor shall such approval impose any present
or future liability on Lessor or waive any of Lessor’s rights under the Lease.


 


3.08                        Workmanship.  Lessee shall, to the reasonable satisfaction
of Lessor, commence, construct, perform and complete all Lessee’s Work in a
good and workmanlike manner, in 
accordance with the drawings submitted to the  Lessor.


 


3.09                        Permits.  Prior to commencement of construction of
Lessee’s Work, Lessee shall obtain, at its sole cost and expense, any
appropriate insurance, all permits and licenses and other consents and
approvals of all governmental authorities as may be required in connection with
Lessee’s Work and shall deliver copies thereof to Lessor.  Lessee shall, at its sole cost and expense,
furnish to Lessor copies of  all
certificates and approvals with respect to work done by Lessee or on Lessee’s
behalf that may be required from any governmental authority for the issuance of
a certificate of occupancy for the Premises and shall obtain such certificate
and furnish Lessor with a copy of such certificate prior to the commencement of
construction. Lessor shall execute any and all documents required by the
appropriate authorities to enable the Lessee to obtain its approvals and permits.  All policies of insurance required to be
maintained by the Lessee shall be in full force and effect with the
commencement of the construction phase and shall remain in full force and
effect thereafter throughout the term or terms of this lease.


 


3.10                        Compliance
with law.  Lessee’s Work shall be
performed, constructed and installed in


 


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accordance and in full
compliance with all applicable governmental 
requirements, including without limitation all applicable laws,
statutes, codes, ordinances and governmental rules, regulations and orders.


 


3.11                        All
improvements constructed by the Lessee shall become part of the Leased Premises
and title thereto shall vest in Lessor upon installation except as otherwise set
forth in this lease.  All costs of
Lessee’s Work shall be paid by Lessee.


 


3:12                       It
is agreed that any and all improvements made under this Section 3 shall in
no way affect the amount of basic rent or additional rent set forth in this
lease in Section 2.


 


Section 4                                             Lessee’s  Obligation. 
Surrender.


 


4.01                        Upon
the ending date of the initial term or upon the date of the last extension
term, ends, whichever is later, Lessee shall surrender the Premises to the
Lessor.


 


4.02                        On
surrender, Lessee shall remove from the Premises, its personal property, trade
fixtures and repair any damage to the Premises caused by the removal.  Any items not removed by Lessee as required
above, shall be considered abandoned. 
Lessor may dispose of abandoned items as Lessor chooses and bill Lessee
for the cost of disposal, minus any revenues received by Lessor for the
disposal.  It is understood that all
personal property and trade fixtures brought onto the premises by the Lessee
even if affixed to the building, 
including but not limited to vaults and vault components; security
systems,  ATM machines, night deposit
systems, antenna(s) drive-up  teller
components, teller  counter and
under-counter equipment  computer
equipment and related cabling and wiring, furniture, furnishings and the like,
shall be considered personal property for which the Lessee shall have the
absolute right to remove same, subject to its obligations to repair in
paragraph 3.02. Lessee shall not be required to remove any other improvements
made by it during the term of this lease except for the drive up canopy which
shall be removed at the request of the Lessor.


 


4.03                        The
Lessee shall have the right to assign or sublet part of the premises without
the Lessor’s prior consent. 
Notwithstanding such assignment or subleasing, the Lessee shall at all
times remain liable to the Lessor for the payment of all rent and for the full
performance of the terms and conditions of this Lease.  Further, the Lessee shall at all times
occupy the premises as a Lessee and shall occupy not less than a minimum of
twenty-five hundred ( 2500) square feet of the building on the premises.


 


4.04                        Compliance  With Law.  Lessee’s use of the Premises shall, at its own expense conform to
and comply with all zoning, building, environmental, fire, health,  and other codes, regulations, ordinances, or
laws.


 


4.05                        Lessor
Access.  The Lessor or agents
of  the Lessor may, at reasonable times,
enter to view the  Premises.  No visit of the Lessor or its agents shall
take place at times other than


 


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normal business hours of
the Lessee.


 


4.06                        Signs.  The Lessee shall be permitted signage on the
Premises provided the same are placed 
and constructed in accordance with any sign or zoning by-law  of the Town of Andover.  Lessee shall pay for the cost of erecting
and maintaining any and all such signs 
Lessee shall remove the same upon the termination of this lease.


 


4.07                        Satellite
Dish.  Lessee shall be allowed to
install and maintain a satellite dish and antenna or any like item on the roof
of the Building.  All costs of
installation and maintenance shall be borne by the Lessee.  The installation shall be made so as  not to damage the Building or Building
systems.  Lessee shall indemnify Lessor
for any and all damages caused to the building or building systems by the dish
or antenna or the maintenance thereof.


 


SECTION 5.                            NEGATIVE
OBLIGATIONS


 


5.01                        Overloading  and Nuisance.   The  Lessee shall not
injure, overload, deface or permit to be injured, overloaded or  defaced, 
and the Lessee shall not permit, allow or suffer any waste or any
unlawful, improper or  offensive  use of the Premises or any occupancy thereof
that would be injurious to any person, property, or invalidate or increase the
premiums for any insurance on the building.


 


SECTION 6                               INSURANCE


 


6.01                        Fire
Insurance.  Lessee shall  be required to keep the Building insured
against damage and destruction by fire, earthquake, vandalism, and other perils
and its personal property and trade fixtures with “all risks” insurance in an
amount to cover one hundred (100) percent of the replacement cost of the
building and fixtures.  Lessee
shall  also  keep any non-Building-standard improvements made to the premises
at Lessor’s request insured to the same degree as Lessee’s personal  property.


 


6.02                        Liability
Insurance.  Lessee  shall maintain contractual and comprehensive
general liability insurance, including public liability and property damage,
with a minimum combined single limit of liability of not less than one million
dollars ($1,000,000.00) nor more than two million dollars ($2,000,000.00)  for personal injuries or deaths of persons
occurring in or about the Building or Premises and shall name the Lessor as an
additional insured.  The Bank shall also
maintain a Ten Million Dollar ($10,000,000.00) policy.


 


6.03                        Waiver of
Subrogation.  All insurance which is
carried by either party with respect to the premises and building or to
furniture, furnishings, fixtures or equipment therein or alterations or
improvements thereto, whether or not required, if either party so requests and
it can be so written, and it does not result 
in additional premium, or if the requesting party agrees to pay any
additional premium, shall include 
provisions which either designate the requesting party as one of the
insured or deny to the insurer acquisition by subrogation rights of recovery
against the


 


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requesting party.  Each party waives all rights of recovery
against the other for loss or injury against which the waiving party is
protected by insurance containing said provisions, reserving however, any
rights with respect to any excess of loss or injury over the amount recovered
by such insurance.  The policies of
insurance required under section six (6 ) to be maintained by Lessee shall
name as insured parties Lessor and or Lessee, as their respective interests may
appear, and they may be carried under blanket policies maintained by Lessee if
such policies comply with the provisions of section six (6).


 


6.04                        Evidence
of Insurance.  During the
construction phase and on the commencement Date and upon each renewal of its
insurance policies, Lessee  shall give
certificates of insurance to the Lessor. 
The certificate shall specify amounts, types of coverage, the waiver of
subrogation, and the insurance criteria listed in the lease.  The policies shall be renewed or replaced
and maintained by the party responsible for that policy.  If Lessee 
fails to give the required certificate within thirty (30) days after
notice for demand for it, the Lessor 
may obtain and pay for that insurance and  receive reimbursement from the Lessee.  Further all deductibles relating to insurance policies are the
responsibility of the Lessee.


 


6.05                        Indemnification
. Lessee agrees to indemnify and save Lessor harmless from all claims,
actions, damages, liability, cost or expenses at the Premises arising (other
than injury, loss or damage caused by or result from the fault of Lessor or its
agents), (unless otherwise determined by a Court or administrative tribunal),
on account of  (i) any injury or damage
to any person or property on the premises or otherwise resulting from the
Lessee’s use and  maintenance and
occupancy of the Premises or any part thereof or the Lessee’s keeping or
storing of anything or facility thereon; (ii) any violation of this Lease by
Lessee; or (iii) any act, omission or misconduct of Lessee or its agents,
contractors, employees, licensees, sub-lessees or invitees, and for any
hazardous waste placed on the premises by Lessee and arising out of its use of
the premises.


 


Section 7.                                          LOSS
TO PREMISES


 


7.01.                     FIRE AND
CASUALTY LOSS


 


If the demised premises
or any part thereof, shall be damaged or destroyed by fire, the elements or
other casualty, then Lessee shall give notice thereof to Lessor, and except as
hereinafter otherwise provided, Lessee shall, promptly thereafter, repair or
restore the demised premises to substantially the same condition they were in
immediately prior to the casualty. The repair or restoration shall not be
performed unless the plans and specifications prepared by Lessee shall be
approved in writing by Lessor, which approval Lessor agrees not to delay or
withhold unreasonably.  In any event,
Lessor’s approval or disapproval thereof shall be given to Lessee within
fifteen (15)days after the same shall be submitted by Lessee to Lessor. Lessee
shall not be entitled to any abatement or reduction in rent. All insurance
proceeds recovered on account of any damage or destruction by fire, the
elements or other casualty shall be made available for the payment of the cost
of the aforesaid repair or restoration.


 


If the insurance proceeds
shall be less than the cost of repair or restoration, Lessee shall pay the


 


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excess cost. If the
insurance proceeds shall be greater than the cost of repair or restoration the
excess shall belong to Lessee.


 


7.02                           At any
time during the term or terms in the event of fire or other casualty, Lessee
shall not be required to restore or repair premises if it is unable (after
using its best efforts) to obtain a building permit for same under the then
present zoning laws from the building inspector or equivalent. In such event,
this lease may terminate at the option of the Lessee sixty days after notice to
Lessor. Provided, however, Lessee at its option may seek a variance or special
permit or appeal the denial of such building permit.


 


7.03                           In the
event of any termination of the term or extended terms of this lease whereby
the Lessee is not required to rebuild or repair or to restore any damage or
destruction caused by fire or other casualty, the insurance proceeds shall
belong to the Lessor.   


 


7.03                        EMINENT
DOMAIN


 


If during the term of any
part thereof an eminent domain taking shall occur and, if pursuant to the
exercise of the right of condemnation or eminent domain (I) the Premises is
taken or conveyed under threat of the exercising of such right, or (ii) only a
portion of the Premises, is so taken or conveyed and Lessee determines that the
remainder of the Premises is inadequate or unsatisfactory for its purposes,
which determination shall not be arbitrarily or capriciously made, or (iii)
Lessee’s access to the Premises is reduced by such taking or conveyance and Lessee
determines that its access to the Premises is inadequate or unsatisfactory for
its purposes, which determination shall not be arbitrarily or capriciously
made, Lessee shall have the right to terminate this Lease, subject to Lessee’s
rights as set forth below.  Such
termination shall be effective on the date Lessee is required to give up its
occupancy, use, or access whichever is earlier.  The termination of this Lease as provided above shall not operate
to deprive Lessee of the right, and Lessor expressly grants to Lessee the right
to make a claim for an award in condemnation or participate in an award for
loss of business  goodwill, relocation
expenses, Lessee’s leasehold interest and/or lease bonus value, loss or damage
to Fixtures and improvements made by Lessee to the Premises, the value of
Lessee’s unexpired options to extend the Term, or any other claims that Lessee
is permitted or elects to make, or to receive notices and participate in the
condemnation proceedings, including any settlement negotiations, whether
conducted prior to or after the filing of a condemnation proceedings.  The Lessor reserves any and all rights to
make a claim for condemnation.


 


7.04                        In the
case of any taking by Eminent Domain, if this Lease is not terminated as
provided herein, Lessor and Lessee shall agree upon an equitable reduction in
the rent, if any.   If the parties fail
to agree upon such reduction within sixty (60) days from the date Lessee is
required to give up such occupancy, use or access, whichever is earlier, Lessor
and Lessee shall each choose one arbitrator and the two arbitrators so chosen
shall choose a third arbitrator.  The
decision of any two of the arbitrators concerning the rent reduction, if any,
shall be binding on Lessor and Lessee and any expense of the arbitration shall
be divided equally between Lessor and Lessee. 
Any such reduction in rent shall not constitute an election or remedies
by Lessee nor deprive


 


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Lessee of the right to
make a claim for an award in condemnation as set forth above or receive notices
and participate in the condemnation proceedings, including any settlement
negotiations.


 


7.05                        Rebuild
Last 24 Months .  If the premises
are so damaged by fire or other casualty at any time during the last
twenty-four months of any Term and the cost to repair such damage is reasonably
estimated to exceed one-half of the total Annual Fixed Rent payable hereunder
for the period from the estimated completion date of repair until the end of
the Term, and Lessee  determines not to
repair such damage , then and in any event, this Lease and the term thereof may
be terminated at the election of Lessee by a notice to  the Lessor from the Lessee within sixty (60)
days following such fire or other casualty. 
In the event of any termination, this Lease and the Term hereof shall
expire as of such effective termination date as though that were the date
originally stipulated in Section 1 for the end of the Term and the fixed
rent shall be apportioned as of such date and the fire insurance proceeds less
any Lessee expenditures shall be turned over to the lessor.  Except for the final twenty-four months of
the final extended term, the Lessee, unless the lease is terminated, may extend
the term if the loss occurs during any term but the final term so as to allow
the Lessee  to rebuild according to this
lease.


 


Section 8.                                          Defaults-
Remedies


 


8.01                        Events of
Default.  If Lessee shall default in
performance of any of its obligations to pay rent, additional rent or extension
rent, and if such default shall 
continue for fifteen business days after written notice from Lessor  then, and in any such case, Lessor lawfully
may, in addition to and not in derogation of any remedies for any preceding
breach of  covenant,  mail a notice of termination addressed to
Lessee at Lessee’s Original Address as specified in Section 1 or such
other address as noticed in writing to Lessor 
and repossess the same as of Lessor’s former estate and expel Lessee and
those claiming through or under Lessee without prejudice to any remedies
which  might otherwise be used for
arrears of rent or preceding breach of covenant, and upon such entry or mailing
as aforesaid this Lease shall terminate.


 


8.02                        If  within thirty business days after written
notice from Lessor to Lessee specifying any other default or defaults, Lessee
has not commenced diligently to correct the default or defaults so specified or
has not thereafter diligently pursued such correction to completion, in either
case subject to the provisions of Article 7, then, and in any such case,
Lessor lawfully may, in addition to and not in derogation of any remedies for
any preceding breach of  covenant, mail
a notice of termination addressed to Lessee at Lessee’s Original Address as
specified in Article I, or as changed by written notice to Lessor and
repossess the same as of Lessor’s former estate and expel Lessee and those
claiming through or under Lessee without prejudice to any remedies which   might otherwise be used for arrears of rent
or preceding breach of covenant, and upon such entry or mailing as aforesaid
this Lease shall terminate.  There shall
be due to Lessor a late charge for failure of Lessee to pay , annual basic
rent, at the rate of 10% computed until the date the default is cured and
commencing on the date the payment is due.


 


8.03                        Remedies.  In the event that this Lease is terminated
under any of the provisions


 


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contained in
Section 8  or shall be otherwise
terminated for breach of any obligation of Lessee, Lessee covenants to pay
punctually to Lessor all  sums and
perform all the obligations which Lessee covenants in this Lease to pay and to
perform in the same manner and to the same extent and at the same time as if
this Lease had not been terminated.  In
calculating the amounts to be paid by Lessee under the next foregoing covenant,
Lessee shall be credited with any amount paid to Lessor as net proceeds of any
rent obtained by Lessor by re-letting the Leased Premises, after deducting all
Lessor’s expenses in connection with such re-letting, including, without
limitation, all repossession costs, brokerage commissions, fees for legal
services and expenses of repairing the Leased Premises for such re-letting, it
being agreed by Lessee that Lessor may but is not obligated to  (i) rel-let the Leased Premises or any part
or parts thereof, for a term or terms which may, at Lessor’s option, be equal
to or less than or exceed the period which would otherwise have constituted the
balance of the Lease Term, and (ii) make such removals and repairs in the
Leased Premises as Lessor in its reasonable judgment considers advisable or
necessary to rel-let the same, and no action of Lessor in accordance with the
foregoing or failure to rel-let or to collect rent under any re-letting shall
operate or be construed, to the extent permitted by law, to release or reduce
the Lessee’s liability as aforesaid.


 


Nothing contained in this
Lease shall, however, limit or prejudice the right of Lessor to prove for and
obtain in proceedings for bankruptcy or insolvency by reason of the termination
of this Lease, an amount equal to the maximum allowed by any statute or rule of
law in effect at the time when, and governing the proceedings in which, the
damages are to be proved, whether or not the amount be greater, equal to, or
less than the amount of the loss or damages referred to above.


 


8.04                        Remedies
Cumulative.  The specific rights or
remedies to which Lessor or Lessee may resort under the terms of this Lease are
cumulative and are not intended to be exclusive of any other remedies or means
of redress to which Lessor or Lessee, as the case may be, may be lawfully
entitled to in case of  any breach or
threatened breach by either of them of any provisions of this Lease.  No mention in this Lease of any specific
right or remedy shall preclude either party from exercising any other right or
from having any other remedy or from maintaining any other action to which it
may otherwise be entitled either at law or equity.


 


8.05                        Lessor’s
Right to Cure Defaults.  Lessor may,
but shall not be obligated to, cure, at any time, following thirty business
days’ prior written notice to Lessee, except in cases of emergency when no
notice shall be required, any default by Lessee under this Lease; and whenever
Lessor so elects, all costs and expenses incurred by Lessor, including
reasonable attorneys’ fees, in curing a default shall be paid by Lessee to
Lessor on demand.


 


8.06                        Effect of
Waivers of Default.  The failure of
either party to seek redress for violation of, or to insist upon the strict and
literal performance of any term, covenant or condition of this Lease, shall not
be deemed a waiver of such violation or a relinquishment for the future of such
covenant, right or option, nor prevent a subsequent act, which would have
originally constituted a violation, from having all the force and effect of an
original violation, but the same shall remain


 


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in full force and
effect.  The receipt by Lessor of rent,
with or without knowledge of  the breach
of any term, covenant or condition hereof shall not be deemed a waiver of such
breach.  No provisions of this Lease
shall be deemed to have been waived by either party unless such waiver be in
writing.


 


8.07.                     Lessor’s
Defaults.  If the Lessor fails to
pay any liens or encumbrances affecting the property and to which this lease
may be subordinate when any of the same may be due or in any other respects
fails to perform any covenant or agreement in this lease contained on the part
of the Lessor, to be performed, then and in such event, after the continuance
of any such failure or default for thirty (30) days after notice has been given
by the Lessee to the Lessor, Lessee may pay said lien or encumbrance and cure
such defaults.  Lessee, after such
thirty (30) day period, may make all necessary payments in connection therein,
including but not limited to the payment of any reasonable attorneys fees,
costs and charges incurred, in connection with any legal action which’.h may
have been brought.  If all such
indebtedness of Lessor is :not fully paid within thirty (30) days after Lessee
has paid the same and Lessor has been given notice same has been paid, Lessee
may elect (1) to deduct such amount from rent subsequently becoming due
hereunder, or (2) extend this lease on the same covenants and conditions as
herein provided until such indebtedness is fully paid by application to
rents.  Encumbrance shall include mortgage
payments where an uncured default exists.


 


SECTION 9.                            NON
DISTURBANCE


 


9.01                        SUBORDINATION
AND NON DISTURBANCE.  This Lease and
all rights of the Lessee hereunder are and shall be subject and subordinate to
the lien of any and all mortgages which may now or hereafter affect the
property or any part thereof and to all renewals, modifications,
consolidations, replacements and extensions thereof, provided that any such
mortgage placed upon the property shall provide that so long as there shall be
no outstanding or continuing event of default in any of the terms, conditions,
covenants or agreements of this lease on the part of the Lessee to be
performed, the Leasehold  estate of the
Lessee  created by this Lease and Lessee’s
peaceful and quiet possession of the property shall be undisturbed by any
foreclosure of any such mortgage and the mortgagee shall recognize this lease
and all its terms and conditions including but not limited to any rights to
extend this lease. The mortgagee shall also consent to the use of all insurance
proceeds for the restoration of the building in the event of fire or other
casualty as herein set forth. The Lessee shall pay all reasonable costs,
expenses and reasonable  attorney’s fees
in connection with the document review under this section of the lease.


 


9.02                        ESTOPPEL  CERTIFICATE.  Either party shall
from time to time, within ten (10) business days after receiving a written
request by the other party, execute and deliver to the Asking Party a written
statement  in recordable form.  This written statement, which may be relied
upon  by  the Asking Party and any third party with whom the asking
party  is dealing shall certify:


 


(I) the accuracy of the
Lease document;


 


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(ii) the Beginning and
Ending Dates of the Lease;


(iii) that the Lease is
unmodified and in full effect or in full effect as modified stating the date
and nature of the modification;


(iv) whether to the
answering party’s  knowledge the asking
party  is in default or whether the
Answering Party has any claims or demands 
against the Asking Party, and if so, specifying the Default, claim, or
demand; and  (v) to  correct any 
reasonably ascertainable facts that are covered by the Lease terms. The
Lessee shall pay all reasonable costs expenses and reasonable attorney’s fees
in connection with the document review under this section of the lease.


 


SECTION 10                        Intentionally
Omitted


 


SECTION 11                        Miscellaneous


 


11.01                 Notices.  Any notices from the Lessor to the
Lessee or from the Lessee to the Lessor relating to the Premises or the
occupancy thereof shall be deemed duly served if forwarded  by Certified Mail, Return Receipt Requested,
or by federal express or other such like carrier as follows:


 


To Lessee at


Enterprise Bank and Trust
Company


222 Merrimack  Street,


Lowell, Massachusetts
01852


 


and to the Lessor at:


 


John J. McArdle, III,
Trustee


Lally II Realty Trust


78 Main Street


Andover, Massachusetts
01810


 


Either party may change
the addresses by giving notice as provided above.


 


11.02                 Broker
Warranty.  Each party warrants that
there has been no real estate broker involved in connection with this
lease.  The party who breaches this
warranty shall defend, hold harmless and indemnify the non-breaching party from
any claims or liability arising from the breach.


 


11.03                 Partial
Invalidity.  If any Lease provision
is invalid or unenforceable to any extent, then that provision shall be excised
from the agreement and the remainder of this Lease shall continue in effect and
be enforceable to the fullest extent permitted by law.


 


11.04                 Waiver.  The failure of either party to exercise  any of its rights is not a waiver of those
rights.  A party waives only those
rights specified in writing signed by the party waiving its


 


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rights.


 


11.05                 Binding  on Successors.  This Lease shall bind the 
parties, their successors, representatives, heirs, executors  and permitted assigns.


 


11.06                 Governing   Law. 
This lease shall be governed by the laws of the Commonwealth of
Massachusetts .


 


11.07                 Recording.   As soon as practical after the effective
date of this lease, the parties shall execute a Notice of Lease in a form
suitable for recording in the Essex 
North District Registry of Deeds. 
The Lessee shall deliver to the Lessor at the termination of the lease
a  discharge of the Notice of Lease in a
form suitable for recording in the said Registry of Deeds.  The cost of 
preparation and the cost of recording shall be borne by the Lessee.


 


11.08                 Survival of
Remedies.  The parties’ remedies
shall survive the ending of this lease when the ending is caused by the Default
of the other party.


 


11.09                 Authority of
Parties.  Each party warrants that
it is authorized  to enter into the
Lease, that the person signing on its behalf is duly authorized to execute the
Lease, that no other signatures are necessary.


 


11.10                 Entire Agreement.  This Lease contains the entire agreement
between the parties about the Premises. 
This Lease shall be modified only by a writing signed by both parties.


 


11.11                 Quiet enjoyment   Lessor agrees that upon Lessee’s paying the
rent and performing and observing the agreements, conditions and other
provisions on its part to be performed and observed, Lessee shall and may
peaceably and quietly have, hold and enjoy the demised premises during the term
of this Lease without any manner of hindrance or molestation from Lessor or
anyone claiming under Lessor, subject, however, to the terms of this Lease and
the encumbrances listed in Exhibit B.


 


SECTION 12.                     Contingencies


 


12.01                 Lessee’s Contingency.
The  Lessee’s obligations under this
lease shall be contingent upon (i) its obtaining all approvals from the
Commissioner of Banks of the Commonwealth of Massachusetts and (ii) the Federal
Deposit Insurance Corporation, and (iii) the Lessee obtaining all of the
necessary approvals, including  any
required curb cuts including any variance or change in zoning from the Town of
Andover and the Commonwealth of Massachusetts to allow Lessee to rehabilitate
and use the demised premises to its satisfaction, including but not limited to,
a full service financial services building with drive up facilities for a
commercial  bank and trust company.  The Lessee’s obligations under this Lease
shall be further contingent upon its obtaining all the necessary approvals and
permits from the Town of Andover to erect its required improvements upon the
demised premises in order to operate the commercial bank and trust


 


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company thereon.


 


12.02                 Lessor’s
Obligations.   Not later than five
(5) days after receipt of notice that Lessee has submitted its permit
applications and prior to the commencement date, the Lessor at its sole cost
and expense shall remove from the leased premises an underground fuel storage
tank located on the premises.  The tank
shall be removed as required by Section 38A of General Laws, Chapter
148.  The Lessor agrees to indemnify and
hold harmless the Lessee from any and all claims for damages arising out of the
tank having been located on the premises and from the removal of the tank.  The Lessor shall indemnify the lessee from
any such damages, costs or expenses, including legal expenses incurred by the
presence of such underground tank and its removal.


 


12.03                 Any claim or
controversy between the Lessor and the Lessee regarding their respective rights
duties or obligations under this lease shall be determined by arbitration.
Such  arbitration shall be before one
disinterested arbitrator or if one cannot be agreed upon before three
disinterested arbitrators one named by the Lessor, one named by the Lessee and
one by the two thus chosen. The arbitrator or arbitrators shall determine the
controversy according to the laws of Massachusetts. All  arbitration proceedings shall occur in
Lowell, Massachusetts or Andover, Massachusetts.  Each arbitrator shall be an attorney with at least ten years of
experience in the real estate field. 
The decision of the arbitrator or arbitrators shall be final. Land lord
and the Lessee shall each pay one half of the cost of such arbitration and each
shall separately pay for its own attorneys fees and expenses.


 


12.04                 Representations.
The Lessor represents that it is the owner of the premises and that the
premises are encumbered only by those liens and mortgages  set forth in Schedule B attached
hereto.


 


12.05                 Preparation  for Permits.   Within ninety (90) days following the date of execution of the
Lease, the Lessee shall submit applications for all approvals from the
Commissioner of Banks and the Federal Deposit Insurance Corporation, and all
approvals deemed necessary to it from the appropriate agencies of the Town of
Andover.  (Preparation Period).  The Lessee shall notify the Lessor one week
in advance prior to the filing of any application.  During the preparation period, the Lessee and its agents and
engineers shall have access to the leased premises.   Lessee shall prosecute the applications process diligently. All
work performed under this Section 12.05 shall be performed  in a manner to cause a minimum of
disturbance to the existing tenants  and
occupants of the premises.


 


12.06                 The Construction
Period.  At the conclusion of the
preparation period and upon the filing of the permit application(s)  and during the construction period, the
Lessee shall pay to the Lessor the monthly sum of Five Thousand Dollars
($5,000.00) plus 1/12 of the annual real estate taxes assessed against the
demised premises.


 


12.07                 When the
Lessee receives all the approvals referenced in Paragraph


 


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12.01, it shall
diligently commence to perform all work deemed necessary by it to rehabilitate
and rebuild the land and the buildings on the demised premises so as to be able
to use the premises for its commercial bank purposes.  (Construction Period).  The
Lessee shall notify the Lessor of the date upon which it is ready to commence
the construction period.


 


12.08                 Not later
than five (5) days after receipt of notice from the Lessee of the submitting of
the application for permits,  the Lessor
at its sole cost and expense shall take all necessary steps to vacate the
premises of all its current Lessees. 
When the premises are fully vacated, the Lessor shall notify the Lessee
and within seven (7) business days following receipt of such notice, the Lessee
shall commence to construct its renovations to the premises.  At all times prior to the building, the
Lessee, its agents, employees and contractors may enter the premises provided
there is no disturbance of the current Lessees.  The Lessee, after giving 30 days notice to Lessor, may terminate
this Lease if it is unable to begin its construction work in or within
ninety  (90) days from the date of the
submission of the application for permits.


 


Executed as a sealed
instrument on the day and date first above 
written.


 


 


	
   

  	
  Lessor:

  
	
   

  	
  Lally II Realty Trust

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   /s/ John J.
  McArdle, III

  	
   

  
	
   

  	
  John J. McArdle, III
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Lessee:

  
	
   

  	
  Enterprise Bank and
  Trust Company

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   /s/ Robert R.
  Gilman

  	
   

  
	
   

  	
  Robert R. Gilman

  
	
   

  	
  Its Senior
  Vice-President

  
				



 


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