Lease Agreement

Omitted information is filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request.



Lease Agreement





THIS INSTRUMENT IS A LEASE, dated as of March - 29, 2002, in which the Landlord and the Tenant are the parties hereinafter named, and which relates to space in a building (the " Building") known as Weymouth Woods Corporate Center located at 97 Libbey Industrial Parkway, Weymouth, Massachusetts. The parties to this instrument hereby agree with each other as follows:





BASIC LEASE PROVISIONS





1.1 Introduction



The following sets forth basic data and, where appropriate, constitutes definitions of the terms hereinafter listed.





1.2 Basic Data



Landlord: Libbey Park LLC





Landlord92s Original Address: c/o Campanelli Companies, One Campanelli Drive, Braintree, Massachusetts 02185





Tenant: Abington Savings Bank, a Massachusetts corporation





Tenant92s Original Address:





Before the Commencement Date: 536 Washington Street, Abington, Massachusetts





From and After the Commencement Date: The Premises.





Building: An approximately ninety-six thousand three hundred seventy-eight square foot (96,378 sq.ft.), four (4) story building at Weymouth Woods Corporate Center.





Basic Rent per square foot of the Premises Rentable Area per annum:





Year 1: $ [***]
Year 2: $ [***]
Year 3: $ [***]
Year 4: $ [***]
Year 5: $ [***]
Year 6: $ [***]
Year 7: $ [***]
Year 8: $ [***]
Year 9: $ [***]
Year 10: $ [***]









Basic Rent may be adjusted and/or abated pursuant to Sections 2.3, 3.2 and 12.1.





Premises Rentable Area: Approximately Thirty-Four Thousand Six Hundred Forty (34,640) square feet, comprised of a One Thousand Eight Hundred Forty-One (1,841) square foot space (" First Floor Space A") and a Seven Thousand Seven Hundred Twenty-Four (7,724) square foot space ("First Floor Space B") located on the 1st floor of the Building (subject to adjustment as provided in Section 2.4), and a twenty-five thousand seventy-five (25,075) square foot space ("Fourth Floor Space") located on the 4 th floor of the Building, as measured in accordance with the Measurement Method (subject to adjustment pursuant to Section 2.3).





Permitted Uses: General office uses, and, upon the granting of the zoning relief referenced in Section 2.4 below, retail banking in the Premises and an automatic teller machine in the parking area on the Property, each in the location so identified in Exhibit B.





Parking Space: One hundred seventy-three (173) spaces, of which four (4) shall be reserved spaces marked "Abington Savings Bank Reserved" using Landlord92s building standard signage in the location shown on Exhibit A-1, and one hundred sixty-nine (169) shall be non-reserved spaces in accordance with Section 2.2.a below, provided, however, there shall be deducted from the non-reserved spaces hereunder any spaces rendered unusable as a result of Tenant92s automatic teller machine in the parking area contemplated by Section 2.4 below.





Escalation Factor: 35.94%





Scheduled Completion Date: July 1, 2002 as to First Floor Space A and the Fourth Floor Space, and September 1, 2002 as to First Floor Space A and First Floor Space B (as adjusted in accordance with Section 4.2)



Initial Term: Ten (10) years, commencing on the Commencement Date and expiring at the close of the day which is the tenth anniversary of the Commencement Date, except that if the Commencement Date shall be other than the first day of a calendar month, the expiration of the Initial Term shall be at the close of the day on the last day of the calendar month in which such date shall fall.





Security Deposit: $[***], representing one (1) months92 average rent throughout the Term





Base Operating Expenses: Base Operating Expenses shall be the actual Operating Expenses for the Property for calendar year 2003 (provided that, if during any portion of calendar year 2003, less than 95% of the Building Rentable Area was occupied by tenants or if the Building was in operation for only a portion of such year, actual operating expenses incurred shall be reasonably extrapolated by Landlord to the estimated operational expenses that would have been incurred if the Building were in operation for the entire year and 95% occupied for such year, and such extrapolated amount shall, for the purposes hereof, be deemed to be the Base Operating Expenses.





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Base Taxes: Base Taxes shall be actual taxes for the Property for the period July 1, 2002 through June 30, 2003



Public Liability Insurance: $2,000,000 per occurrence (combined single limit) for property damage, personal injury or death.



Guarantor: Abington Bancorp., Inc., a Massachusetts bank holding company, pursuant to a Guarantee of Lease of even date and delivery herewith





1.3 Additional Definitions



Building Rentable Area: Approximately 96,378 square feet measured in accordance with the Measurement Method.





Business Days: All days except Sunday, New Year92s Day, Martin Luther King Day, Washington92s Birthday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veteran92s Day, Thanksgiving Day, Christmas Day (and the following day when any such day occurs on Sunday).





Commencement Date: As defined in Section 4.1.





Default of Tenant: As defined in Section 13.1.





Escalation Charges: The amounts prescribed in Sections 8.1 and 9.2.





Landlord92s Work: As defined in Section 4.2.





Measurement Method: "Standard Method of Floor Measurement for Office Buildings," effective January 1, 1987, approved by the Real Estate Board of New York, Inc. Without limitation, such computation includes common areas of the Building notwithstanding the fact that such common areas are not contained within the Premises.





Normal Business Hours: As defined in Section 7.4.a.



Operating Expenses: As determined in accordance with Section 9.1.



Operating Year: As defined in Section 9.1.



Premises: The portion of the Building as shown on Exhibit B annexed hereto.



Property: The Building and the land parcels (as described in Exhibit A) on which it is located (including adjacent sidewalks).



Tax Year: As defined in Section 8.1.



Taxes: As determined in accordance with Section 8.1.



Tenant92s Delay: As defined in Section 4.2.





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Tenant92s Plans: As defined in Section 4.2.



Tenant92s Removable Property: As defined in Section 5.2.



Term of this Lease: The Initial Term and any extension thereof in accordance with the provisions hereof.



ARTICLE II

PREMISES AND APPURTENANT RIGHTS



2.1 Lease of Premises



Landlord hereby demises and leases to Tenant for the Term of this Lease and upon the terms and conditions hereinafter set forth, and Tenant hereby accepts from Landlord, the Premises.





2.2 Appurtenant Rights and Reservations



a. Tenant shall have, as appurtenant to the Premises, (i) the non-exclusive right to use, and permit its invitees to use, in common with others, public or common lobbies, hallways, stairways, and elevators and common walkways necessary for access to the Building, and if the portion of the Premises on any floor includes less than the entire floor, the common toilets, corridors and elevator lobby of such floor; but such rights shall always be subject to reasonable rules and regulations from time to time established by Landlord pursuant to Section 14.7 and to the right of Landlord to designate and change from time to time areas and facilities so to be used and (ii) one hundred sixty-four (164) parking spaces, of which one hundred sixty (160) spaces shall be on a non-exclusive, first-come, first-served basis, such spaces to be available in a surface level parking lot, and four (4) shall be reserved as set forth in Section 1.1 above. In addition, five (5) of the visitor spaces for the Building shall be designated "Visitors Abington Savings Bank". With respect to parking spaces, Landlord reserves the right to institute a tag or sticker system to monitor compliance by Tenant and others of use of the parking spaces. Tenant shall comply with all rules and regulations set forth by Landlord from time to time regarding the parking area including, without limitation, rules and regulations regarding guest parking. Landlord shall have no obligation to police the parking area or to insure the safety of Tenant92s automobiles. The Premises shall be designated a non-smoking area and Tenant will comply, and cause its employees and invitees to comply, with Building regulations regarding non-smoking areas. Tenant shall also have, as appurtenant to the Premises, the right to install an emergency generator, at Tenant92s sole cost and expense and in accordance with the requirements of this Lease, in a location at the rear of the Property designated by Landlord, it being expressly understood that Tenant shall be responsible for obtaining all governmental permits and approvals required therefor. Landlord shall cooperate with Tenant in the securing of such permits.



b. Excepted and excluded from the Premises are the ceiling, floor and all perimeter walls of the Premises, except the inner surfaces thereof, but the entry doors to the





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Premises are a part thereof; and Tenant agrees that Landlord shall have the right to place in the Premises (but in such manner as to reduce to a minimum interference with Tenant92s use of the Premises) utility lines, pipes and the like, in, over and upon the Premises, provided that Landlord shall, if it is reasonably feasible, place such utility lines, pipes and the like behind the walls, above the ceilings and below the floor of the Premises. Tenant shall install and maintain, as Landlord may require, proper access panels in any hung ceilings or walls as may be installed by Tenant following completion of the initial improvements to afford access to any facilities above the ceiling or within or behind the walls of the Premises.





c. Landlord hereby grants to Tenant a license to use a portion of the roof of the Building in the location shown on Exhibit A-3 for the installation of a satellite dish or dishes to be used exclusively in the conduct of Tenant92s business in the Premises and not for lease or license to third parties, with conduits connecting such equipment to the Premises in a vertical chase mutually designated by Landlord and Tenant. Tenant shall install such equipment at its sole cost and expense, in accordance with the provisions of Section 5.2 of the Lease. Tenant shall repair any damage to the roof caused by the installation, operation, or removal of Tenant92s equipment, compensate Landlord for any impairment of Landlord92s roof warranty resulting therefrom, and remove all such equipment at the end of the Term of this Lease. Landlord assumes no responsibility for interference in the operation to Tenant92s equipment caused by other telecommunications equipment installed elsewhere in or on the Building or elsewhere on the Property. The obligations of Tenant hereunder shall survive the expiration or termination of this Lease.



2.3 Adjustment to Premises Rentable Area



a. Landlord shall, before the Commencement Date, obtain an exact measurement of the Premises in accordance with the Measurement Method. Such measurement shall be made by R&K Associates, Inc. (or other architect or engineer acceptable to Landlord) at the cost and expense of Landlord.



b. If the Premises Rentable Area as so measured is more or less than the Premises Rentable Area as set forth in Section 1.2:



i. Basic Rent shall, retroactively to the Commencement Date, be recomputed by multiplying the Basic Rent set forth in Section 1.2 by a fraction, the numerator of which shall be premises Rentable Area as determined by such measurement and the denominator of which shall be the Premises Rentable Area set forth in Section 1.2: and



ii. The Escalation Factor shall be recomputed to be the percentage determined by dividing the Premises Rentable Area as determined by such measurement by 95% of Building Rentable Area.





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Any payment due either party as a result of such recomputations shall, if due from Tenant, be paid within fifteen (15) days of such recomputation, or if due from Landlord, be credited against the first amounts of Basic Rent due after such recomputation.



c. In the event of any adjustment pursuant to this Section, Landlord and Tenant shall promptly execute a written statement setting forth the recomputed Premises Rentable Area, Basic Rent and Escalation Factor.





2.4 Right to Delete Premises Rentable Area on the First Floor



Landlord, with cooperation from Tenant, hereby agrees to use diligent efforts to obtain from the Town of Weymouth the zoning relief required to install a retail banking area in the Premises, and an automatic teller machine in the parking area of the Property, each in the location so identified on Exhibit B. Landlord shall make application for such relief within thirty (30) days of the date of execution of this Lease, and shall deliver to Tenant and Tenant92s counsel prior written notice of, and the opportunity to participate in, any hearings in connection with such relief. In the event that Landlord is unable to obtain the zoning relief required for the retail banking area in the Premises (including the expiration of the appeal period therefrom) within nine (9) months after the date of execution of this Lease, Tenant shall have the right to delete from the Premises demised hereby the proposed retail area on the first floor so identified on Exhibit B, which right shall be exercised by written notice from Tenant to Landlord within thirty (30) days after the expiration of said nine (9) month period. Tenant shall not have the right to delete such space in the event that relief for the retail banking area is granted, but the automatic teller machine is not approved. Upon the granting of the required relief and the expiration of the appeal period therefrom, or the expiration of the notice period set forth in the foregoing sentence, the provisions of this Section 2.4 shall expire and have no further force or effect. The parties acknowledge that there shall be no additional rent payable with respect to the automatic teller machine or any area occupied by such automatic teller machine.



ARTICLE III

BASIC RENT





3.1 Basic Rent



a. Tenant agrees to pay to Landlord, or as directed by Landlord, commencing on the Commencement Date as to First Floor Space A and the Fourth Floor Space, and, as to First Floor Space B, commencing on the date on which First Floor Space B is ready for occupancy in accordance with Section 4.2 below, without offset, abatement (except as provided in Article 12.1), deduction or demand, the Basic Rent. Such Basic Rent shall be payable in equal monthly installments, in advance, on the first day of each and every calendar month during the Term of this Lease, at Landlord92s Original Address, or at such other place as Landlord shall from time to time designate by notice. Until notice of some other designation is given, Basic Rent and all other charges for which provision is herein made shall be paid by remittance payable to Landlord, at Landlord92s





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Original Address, or at such other place as Landlord shall from time to time designate by notice. [***].



b. Basic Rent for any partial month shall be prorated on a daily basis, and if the date for commencement thereof is a day other than the first day of a calendar month, the first payment which Tenant shall make to Landlord shall be equal to a proportionate part of the monthly installment of Basic Rent for the partial month from such date to the last day of the month in which such date occurs plus the installment of Basic Rent for the succeeding calendar month. In addition to any charges pursuant to Section 14.18, Tenant shall pay a late charge equal to 5% of the amount of any Basic Rent payment not paid within five (5) days of the due date thereof more than once in any calendar year.



c. Payments under this Lease may be made by wire transfer in immediately available federal funds, to the account specified from time to time by written notice from Landlord to Tenant.



ARTICLE IV

TERM OF LEASE





4.1 Commencement Date



The Commencement Date shall be the later to occur of:



a. The Scheduled Completion Date for First Floor Space A and the Fourth Floor Space; or



b. The day following the date on which First Floor Space A and the Fourth Floor Space is ready for occupancy as provided in Section 4.2.





Notwithstanding the foregoing, if Tenant92s personnel shall occupy all or any part of the Premises for the conduct of its business before the Commencement Date as determined pursuant to the preceding sentence, such date of occupancy shall, for all purposes of this Lease, be the Commencement Date.



4.2 Preparation of the Premises



a. Landlord and Tenant have approved the plans and specifications attached hereto as Exhibit C. Landlord shall exercise all reasonable efforts to complete the work ("Landlord92s Work") as specified in the Plans necessary to prepare the Premises for Tenant92s occupancy in accordance with the schedule attached hereto as Exhibit D. If Landlord92s Work has not been substantially completed by the Scheduled Completion Date, this Lease shall nevertheless continue in full force and effect and Landlord shall continue to use diligent efforts to substantially complete Landlord92s Work. Landlord shall perform Landlord92s Work at its sole cost and expense. Any increase in the cost of Landlord92s Work resulting from a





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change by Tenant in any of the Plans after the date hereof shall be paid to Landlord 50% upon the date of execution of this Lease, and 50% upon substantial completion thereof as certified by R&K Associates. Tenant shall, if requested by Landlord, execute a work letter confirming such excess costs before the time Landlord shall be required to commence work. Landlord shall, at its expense, procure a certificate of occupancy or an equivalent use or occupancy permit issued by the local building inspector in connection with its construction obligations hereunder.



Landlord acknowledges that Tenant may elect to install improvements in the Premises in excess of Landlord92s Work set forth on Exhibit C, in light of the fact that the Premises are to become Tenant92s corporate headquarters. In the event that Tenant determines that Landlord92s cost for such additional work is not competitive, Tenant shall have the right to have such work performed with forces of its own choosing, provided that such work shall (i) not interfere with the remaining Landlord Work, (ii) be coordinated with the remaining Landlord Work in such a manner as to maintain harmonious labor relations and not cause any work stoppage or damage to the Premises or the Building (iii) not interfere with Building construction or operation, and (iv) be performed in compliance with the requirements of Section 5.2 below.



b. The Premises shall be deemed ready for occupancy on the first day as of which:



i. Landlord92s Work has been completed except for items of work (and, if applicable, adjustment of equipment and fixtures) which can be completed after occupancy has been taken without causing undue interference with Tenant92s use of the Premises (i.e., so-called "punch list" items), and



ii. Tenant has been given notice of the date that Landlord92s Work was or will be completed, such notice to be given by Landlord to Tenant at least two (2) weeks92 before the anticipated date of completion. The determination as to whether the Premises are ready for occupancy shall be made by R&K Associates, Inc. and shall be conclusive and binding on Landlord and Tenant. Landlord shall complete as soon as conditions permit all "punch list" items and Tenant shall afford Landlord access to the Premises for such purposes. All telephone installation in the Premises shall be the responsibility of the Tenant. Failure or delay of such installation shall not delay the above completion date.



Landlord shall permit Tenant access to the Premises for the purpose of allowing Tenant or its contractors to install fixtures and wiring for security, data and telephone services when such access may be provided without material interference with the remaining Landlord Work provided that any such work to be performed by Tenant or its contractor92s during such period shall (i) not interfere with the remaining Landlord Work, (ii) be coordinated with the remaining Landlord Work in such a manner as to maintain harmonious labor relations and not cause any work stoppage or damage to the Premises or the Building, (iii) not





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interfere with Building construction or operation, and be performed in compliance with the requirements of Section 5.2 below.



c. Tenant agrees not to employ or permit the use of any labor or otherwise take any action which might result in a labor dispute involving personnel providing services in the Building pursuant to arrangements with Landlord.



d. If a delay shall occur in the date the Premises are ready for occupancy pursuant to paragraph (b) as the result of any of the following (a "Tenant92s Delay"):



i. Any request by Tenant that Landlord delay in the commencement or completion of Landlord92s Work for any reason;



ii. Any change by Tenant in any of the Landlord92s Work that, in Landlord92s reasonable judgment, causes a delay in Landlord92s completion of Landlord92s Work;



iii. Any other act or omission of Tenant or its officers, agents, servants or contractors, including without limitation;



iv. Any reasonably necessary displacement of any of Landlord92s Work from its place in Landlord92s construction schedule resulting from any of the causes for delay referred to in clauses i., ii., and iii. of this paragraph and the fitting of such Work back into such schedule; or



v. Any act or omission of Tenant in violation of paragraph (c) above;



then Tenant shall, from time to time, and within ten (10) days after demand therefor (accompanied by reasonable documentation from Landlord as to the basis for the Tenant Delay), pay the Landlord as an additional charge for each day of such delay equal to the amount of Basic Rent, Escalation Charges and other charges that would have been payable hereunder had the Commencement Date occurred before such delay. Tenant also shall pay to Landlord within ten (10) days of invoice therefor, any additional costs incurred by Landlord in completing the work to the extent that such costs are reasonably attributable to Tenant92s Delay.



e. If, as a result of Tenant92s Delay(s), Landlord92s Work is delayed in the aggregate for more than one hundred eighty (180) days, Landlord may (but shall not be required to) at any time thereafter terminate this Lease by giving written notice of such termination to Tenant and thereupon this Lease shall terminate without further liability or obligation on the part of either party except that Tenant shall pay to Landlord the cost theretofore incurred by Landlord in performing Landlord92s Work.



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4.3 Conclusiveness of Landlord92s Performance; Warranties



Except to the extent to which Tenant shall have given Landlord written notice, not later than the end of the second full calendar month next beginning after the Commencement Date, of respects in which Landlord has not performed Landlord92 s Work, Tenant shall be deemed to have acknowledged that all Landlord92s Work has been completed to Tenant92s satisfaction and that Tenant has waived any claim that Landlord has failed to perform any of Landlord92s Work. Landlord shall correct any defects due to faulty workmanship or materials in Landlord92s Work, provided Tenant shall have given written notice of such defects to Landlord before the second anniversary of the Commencement Date. From and after the expiration of such twenty-four (24) month period, (a) Tenant shall be entitled to the benefit of any applicable warranties obtained by Landlord from third parties with respect to Landlord92s Work provided that Tenant shall be solely responsible for enforcing such warranties directly against the party providing the same, and (b) Landlord shall continue to be obligated to make any repair as to which Tenant has notified Landlord within said twenty-four (24) month period which has not been properly completed. To the extent that portions of the Premises are delivered to Tenant at different times, the respective two-month and twenty-four month periods set forth herein shall be deemed to commence as to each such portion on the date of their delivery by Landlord to Tenant.





4.4 Landlord92s Due Diligence Representations



Landlord hereby represents to Tenant as follows:



a. As of the date of this Lease, record title to the Property is subject only to the matters set forth in Exhibit A.



b. The Building has been, and Landlord92s Work in the Premises shall be, constructed in accordance with all applicable federal, state, and local laws, ordinances and regulations, free of all mechani ...