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Indenture of Lease

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Sectors: Banking
Effective Date: March 20, 1995
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INDENTURE OF LEASE


FROM


C.A.T.F. LIMITED PARTNERSHIP


TO
WESTPORT BANK & TRUST


DATED MAY 01, 1995


INDEX


ARTICLE PAGE - ------- ----


1. Grant and Term. 1


2. Additional Rent. 1


3. Purpose. 3


4. Care of the Premises. 3


5. Negative Covenants. 4


6. Mechanic's Liens. 4


7. Signs. 5


8. Floor Load. 5


9. Utilities. 5


10. Right of Inspection and Repair. 6


11. Rent Adjustment. 6


12. Rules and Regulations. 6


13. Liability. 8


14. Lessor's Services. 8


15. Bankruptcy or Involuntary Transfer. 8


16. Remedies. 8


17. Damage or Destruction. 9


18. Subordination. 10


19. Condemnation. 10
20. Holdover. 10


21. Possession. 11


22. Notices. 11


23. Quiet Enjoyment. 12


24. Brokers. 12


25. Force Majeur. 12
26. Estoppel Certificate. 12


27. Security Deposit. 12


28. Insurance. 13


29. Lessor. 13


30. Future Improvements. 14


31. Gender. 14


32. Assignment and Subletting. 14


33. Successors and Assigns. 15


34. Renewal Option. 15


35. Miscellaneous Provisions. 15


This Agreement made this 20th day of March, 1995, by and between C.A.T.F. Limited Partnership, a Connecticut partnership having its principal place of business at 1275 Post Road, Fairfield, Connecticut, (hereinafter called "Lessor"), and Westport Bank & Trust of, Westport, Connecticut (hereinafter called "Lessee").


WITNESSETH:
1. Grant and Term.
---------------


(a) That Lessor, for in consideration of the covenants and agreements hereinafter set forth and the rent hereinafter reserved, has, and does hereby Lease, unto the Lessee, the space described as follows:


Store #1, Ground Floor Level


consisting of 2704 square feet more or less, as shown on a plan attached hereto and made a part hereof plus existing Drive through (2 Lanes) (all of which constitute the "Demised Premises") in the "Building and Parking Lot", The Gateway Building, Post Road, Fairfield, Connecticut for the term of sixty (60) months (subject to the provisions hereof) commencing on the 1st day of May, 1995 and ending at 12 o'clock noon on the 30th day of April, 2000 (the "Term") both dates inclusive, at and for the annual rental for the ground level as follows:


TERM YEARLY BASIC RENT
---- ----------------


05/01/95 to 04/30/96 $59,488.00
05/01/96 to 04/30/97 $60,840.00
05/01/97 to 04/30/98 $62,192.00
05/01/98 to 04/30/99 $63,544.00
05/01/99 to 04/30/2000 $64,896.00


("Basic Rent") without demand or set off or deductions of any kind payable in advance, in equal monthly installments as follows:


MONTHLY RENTAL, PLUS
DRIVE-UP RENTAL OF
TERMS $1,000.00/MONTH
----- ----------------
05/01/95 to 04/30/96 $5,957.34
05/01/96 to 04/30/97 $6,070.00
05/01/97 to 04/30/98 $6,182.67
05/01/98 to 04/30/99 $6,295.34
05/01/99 to 04/30/2000 $6,408.00


on the first day of each month during said term to and at the office of the Lessor, at 1275 Post Road, Suite A-3 Fairfield, Connecticut or at such other place or to such other person, firm or corporation as Lessor may from time to time designate in writing.


(b) Lessor acknowledges receipt from Lessee of the sum of Five Thousand Nine Hundred Fifty-Seven and 34/100 Dollars($5,957.34) by check subject to collection, for rent to andincluding the 31st day of May, 1995.


(c) Lessee does hereby take and hold the Demised Premises at the rent specifically reserved in this Agreement, and payable as aforesaid, upon and subject to the terms and conditions contained in this Agreement.


2. Additional Rent.
----------------


(a) The Lessee shall pay annually as additional rent, that portion of any real estate taxes assessed against the land and building of which the Demised Premises are a part, which the total number of square feet of floor space in the Demised


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Premises bears to the total number of square feet of leaseable floor space in the entire building which the parties acknowledge at the present time is 10.8494%. Changes in the applicable floor areas shall result in a corresponding pro rata adjustment of the aforesaid percentage. Such amount shall be paid, without setoffs or deductions of any kind, within thirty (30) days after demand therefor by the Lessor and shall be collectible as rent. Tax bills shall be sufficient evidence of the amount of such taxes and shall be used for the calculation of the amounts to be paid by the Lessee. "Real Estate Taxes" shall mean all taxes or assessments and governmental charges whether Federal, State, County or Municipal which are levied or charged against real estate or rents, or on the right or privilege of leasing real estate or collecting rents thereon and any other taxes and assessments attributable to Lessor's Building herein described or its operation, excluding, however Federal, State or other income taxes.


(b) Lessee shall pay to the Lessor, at the same time as the Basic Rent is paid, without demand or setoff or deductions of any kind, as additional rent for each month during the term of this Lease, that proportion of "Operating Expenses" (as defined below) which the total number of square feet of floor space in the Demised Premises bears to the total number of square feet of leaseable floor space in the entire Building which the parties acknowledge at the present time is 10.8494%. Changes in the applicable floor areas shall result in a corresponding pro rata adjustment of the aforesaid percentage. The term "Operating Expenses" shall mean all actual operating expenses paid or incurred by Lessor for the operation of Lessor's Building.


(c) The annual charge to Tenant for Operating Expenses shall be computed on the basis of periods of twelve (12) consecutive calendar months as designated by Lessor and shall during the first such period of operation of Lessor's Building be estimated by Lessor and thereafter shall be based upon the prior period's actual expenses and shall be paid by Lessee, as additional rent hereunder, in equal installments in advance of the first day of each calendar month in an amount of one-twelfth (1/12th) of the amount estimated by Lessor for the year. For any such period within the Term which is less than a full year, the annual charge shall be appropriately prorated. Within sixty (60) days after the end of each twelve month period, Lessor will furnish to Lessee a statement showing in reasonable detail, the amount of Lessor's operating cost for the preceding period, and any necessary adjustments shall thereupon be made, and the monthly payments to be made by Lessee for the ensuing year shall be estimated accordingly. Changes in applicable floor areas of the Building shall result in corresponding pro rata adjustments.


(d) Lessee shall pay as additional rent to the Lessor, at the same time as the Basic Rent is paid, without demand or setoff, and in accordance with the terms of this Agreement, an amount determined as follows:


(i) The Core Area of the ground floor level which is 826 square feet multiplied by a fraction, the numerator of which is the square foot area set forth in Paragraph 1(a) above (square feet), and the denominator of which is the total leaseable square footage for the ground floor level which is 9,914 square feet. The product of this calculation shall be known as the "Core Area Allocator".


(ii) The Core Area Allocator shall be multiplied by a fraction, the numerator of which is the annual basic rent set forth in Paragraph 1 above and the denominator of which is the square footage area leased to Lessee set forth in Paragraph 1(a) above.


(iii) "Core Area" for the purpose of this Paragraph shall include, as may be applicable: Public corridors, air-conditioning shafts and ducts where a central air- conditioning system eliminates floor fan rooms, stairs,


2


elevators, toilets, air-conditioning rooms, fan rooms, air ducts, janitors' closets, shop sinks, electrical closets, telephone closets and all enclosing walls for the above items, and columns and projections necessary to the building, all of which Core Area with respect to any area serving the Demised Premises or that floor upon which the Demised Premises are located, may be decreased or increased from time to time as the Lessor shall in its sole discretion find appropriate.


(e) It is the purpose and intent of Lessor and Lessee as evidenced by Paragraphs 2(a), 2(b), 2(d) and 9 that this Lease be a net lease and that the basic rent shall be absolutely net to Lessor so that this Lease shall yield, net, to Lessor, the basic rent specified in Paragraph 1 above and each year during the original term of this Lease and the basic rent provided for in Paragraph 34 below during each renewal term of this Lease, if renewed as provided in said Paragraph 34, and that all costs expenses and obligations of every kind and nature whatsoever relating to the Demised Premises, which may arise or become due during or out of the original or any renewal term of this Lease shall be paid by Lessee, in its pro rata share, and that Lessor shall be indemnified and saved harmless by Lessee from and against the same; provided, however, that nothing herein contained shall be construed to require Lessee to pay the principal of, or the interest on, any indebtedness secured by any fee mortgage. The principal and interest of nay such mortgage shall be the sole responsibility of Lessor.


3. Purpose. Lessee shall use and occupy the Demised Premises for the purpose of a bank and for no other purpose whatsoever.


4. Care of the Premises.
---------------------


(a) Lessee shall not do or permit to be done in the Demised Premises, or the Building of which they form a part, or bring or keep anything therein, which shall in any way increase the rate of fire or other insurance on said Building, or on the property kept therein, or obstruct, or interfere with the rights of other tenants, or in any way, injure or annoy them, or those having business with them, or conflict with them, or conflict with the fire laws or regulations or with any insurance policy upon said Building or any part thereof, or with any statutes, rules or regulations or established by the Federal Government or by State, City or County in which the subject property is located. Lessee agrees to pay any increase in insurance premiums resulting from Lessee's occupancy of the premises, or any act or omission of Lessee.


(b) Lessee shall not use or permit the Demised Premises or any part thereof to be used for any disorderly, unlawful or extra hazardous purpose nor for any purpose other than as set forth in Paragraph 3 above, and shall not manufacture any commodity or prepare or dispense any food or beverage therein, without the prior written consent of Lessor.


(c) The Lessee has examined the Demised Premises, and accepts them in their present condition and without any representations on the part of the Lessor or its agents as to the present or future condition of the Demised Premises. The Lessee shall keep the Demised Premises in good condition and repair and shall redecorate, paint and renovate the Demised Premises as may be reasonably required by Lessor to keep them in good repair and appearance; provided, however, that Lessor shall maintain and keep in repair the walls, foundation and roof of the Building of which the Demised Premises are a part, the plumbing, and electrical systems, and other installations serving more than one tenant of said building.


(d) The Lessee shall quit and surrender the Demised Premises at the end of the Term in as good condition as the reasonable use thereof will permit. The Lessee further agrees to


3


keep said premises and all parts thereof in a clean and sanitary condition and free from trash, inflammable material and other objectionable matter.


(e) All injury to the Demised Premises or the Building of which they are a part, including that caused by moving property of Lessee into, in or out of, said Building and all breakage done by Lessee or the agents, servants, employees and visitors of lessee, shall be repaired by Lessee, at expense of Lessee notwithstanding anything to the contrary contained in Paragraph 4 (c) above. In the event Lessee shall fail so to do, then Lessor shall have the right to make such necessary repairs, alterations and replacements, structural, nonstructural or otherwise, and any charge or cost so incurred by Lessor shall be paid by Lessee, with the right on the part of Lessor to elect in its discretion to regard the same as additional rent in which event such cost or charge shall become additional rent payable with the installment of rent next becoming due or thereafter falling due under terms of this Lease. This provision shall be construed as an additional remedy granted to Lessor and not in limitation of any rights and remedies which Lessor has or may have in said circumstances. The Lessee agrees to replace at the Lessee's expense any and all glass which may become broken in and on the Demised Premises. Plate glass and mirrors, if any, shall be insured by the Lessee at their full insurable value by a company satisfactory to the Lessor. Said policy shall be of the full premium type, and shall be deposited with the Lessor or its agent.


5. Negative Covenants. Lessee shall not make any alterations, installations, changes, replacements, additions, or improvements, structural or otherwise, in or to the Demised Premises or any part thereof, without the prior written consent of Lessor. Any alterations, installations, changes, replacements, additions, or improvements, structural or otherwise shall be in conformance with all statutes, rules and regulations of any Federal, State and municipal government or authority and any permits, licenses or other approvals required in connection therewith shall be obtained at the sole cost and expense of Lessee. No carpeting shall be installed in the Demised Premises until Lessee has obtained the prior written consent of the Fire Department of the Town of Fairfield. All alterations, installations, changes, replacements, additions to or improvements upon the Demised Premises (whether with or without Lessor's consent) shall be at the election of Lessor remain upon the Demised Premises, and be surrendered with the Demised Premises at the expiration of this Lease, without disturbance, molestation or injury. Should Lessor elect that alterations, installations, changes, replacements, additions to or improvements upon the Demised Premises be removed, upon termination of this Lease, Lessee hereby agrees to cause same to be removed at Lessee's sole cost and expense and should Lessee fail to remove the same, then, and in such event, Lessor may cause same to be removed at Lessee's expense and Lessee hereby agrees to reimburse Lessor for the cost of such removal together with any and all damages which Lessor may suffer and sustain by reason of failure of Lessee to remove the same. Lessee may partition the storage space referred in Paragraph 1 above at Lessee's own cost, provided the plans and specifications are first approved in writing by Lessor.


6. Mechanic's Liens. In the event that any mechanics' lien for materials or labor is filed against the Demised Premises as a result of any alterations, installations, changes, replacements, additions or improvements made by the Lessee, the Lessee shall within ten (10) days after notice from Lessor discharge said lien. If Lessee fails to discharge said lien within said ten (10) day period, the Lessor, at its option, may terminate this Lease and/or pay the said lien, without inquiring into the validity thereof, and the Lessee shall forthwith reimburse the Lessor the total expense incurred by the Lessor in discharging the said lien, as additional rent hereunder.


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7. Signs. Lessee agrees that no sign, advertisement or notice shall be inscribed, painted or affixed on any part of the outside or inside of the Demised Premises or Building, except on the directories and doors of offices, and then only in such size, color and style as Lessor shall approve. Lessor intends to have common signage. Lessor shall have the right to prohibit any such advertisement of any sign which, in the Lessor's opinion, tends to impair the reputation of the Building or its desirability as a Building for offices or for financial, insurance or other institutions and businesses of like nature, and upon written notice from Lessor, Lessee shall refrain from and discontinue any such advertisement.


8. Floor Load. Lessor shall have the right to prescribe the weight and method of installation and position of safes or other heavy fixtures or equipment. All damage done to the Building by taking in or removing a safe or any other article of Lessee's fixtures or equipment shall be repaired at the expense of Lessee. No freight, furniture or other bulky matter of any description will be received into the Building or carried in the elevators, except as approved by the Lessor.


9. Utilities.
----------


(a) Lessee shall pay or cause to be paid all charges for gas, water, electricity, light, power, telephone and all other utility service and heating and air-conditioning charges used, rendered or supplied upon or in connection with the Demised Premises and shall indemnify Lessor and save it harmless against any liability or charges on account thereof.


(b) Lessor shall receive the statement for charges for electricity (for light, power, heating, and air-conditioning) for the entire building within which the Demised Premises are located. Lessee shall pay for its allocable share of electrical usage. Lessor shall allocate Lessee's share of electrical usage, in accordance with a determination made from time to time as to usage for each of the Lessees of the Building by a representative of United Illuminating Company or such other Public Service Corporation as may at any time provide electrical service to the Building. Lessee shall pay as additional rent within ten (10) days after mailing by Lessor to Lessee statements applicable to its share of such charges.


(c) In the event that Lessor shall elect or be required to furnish any additional utility or other service to Lessee, Lessee agrees to purchase the same from Lessor and Lessee shall pay Lessor within ten (10) days after mailing by Lessor to Lessee statements therefor at the applicable rates determined by Lessor from time to time which Lessor agrees shall be equitable and, with respect to utilities, not in excess of the consumer late as is charged by the Public Service Corporation or municipal authority as the case may be supplying similar services in the general area in which the Demised Premises are situated. The aforesaid charges shall be collectable by Lessor as additional rent hereunder without deduction or setoff.


(d) Lessor shall not be liable to Lessee for any damages should the furnishing of any utilities or other services by Lessor be interrupted or required to be terminated because of necessary repairs or improvements or any cause beyond the reasonable control of Lessor, nor shall any such interruption or cessation relieve Lessee from the performance of any of Lessee's covenants, conditions, or agreements under this Lease.


(e) Regardless of whether Lessee or Lessor is paying utilities or other charges in accordance with the foregoing provisions of this Paragraph 9, Lessee shall not install or ope
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