Table of Contents

 
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPOT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: August 17, 2007
Century Bancorp, Inc.
(Exact name of registrant as specified in its charter)
         
Massachusetts
(State or other jurisdiction
of incorporation) 		  0-15752
(Commission File No.) 		  04-2498617
(IRS Employer
Identification No.)
         
400 Mystic Avenue
Medford, MA
(Address of principal executive
offices) 		      02155
(Zip Code)
(781) 391-4000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

TABLE OF CONTENTS

Item 1.01 Entry into a Material Definitive Agreement
Item 9.01 Financial Statements and Exhibits
SIGNATURES
Ex-10.1 Purchase and Sale Agreement, dated as of August 14, 2007
Ex-10.2 Commitment Letter, dated of as August 14, 2007
Ex-10.3 Commercial lease, dated as of August 14, 2007
Ex-99.1 Press Release dated August 17, 2007

Table of Contents

Item 1.01 Entry into a Material Definitive Agreement
On August 17, 2007, Century Bank and Trust Company (the “Bank”), a wholly-owned subsidiary of Century Bancorp, Inc. (the “Company”), announced that on August 14, 2007, it entered into a Purchase and Sale Agreement with C&S Capital Properties, LLC (“C&S Capital”), pursuant to which the Bank agreed to sell and C&S Capital agreed to purchase the building which houses the Bank’s Medford Square branch (the “Medford Square property”) for $1.5 million. The sale is expected to close within the next week. See the Purchase and Sale Agreement, attached as Exhibit 10.1. C&S Capital is affiliated with Joseph J. Senna, Esq., who is a director of the Company and the Bank. An independent appraisal of the property was conducted, and the appraised value was determined to be $1.475 million.
The Bank also announced that it will finance $1 million of the purchase price for the Medford Square property. This loan to C&S Capital is secured by the property and personally guaranteed by Joseph J. Senna, Esq. The term of the loan is five years and the interest rate will be fixed at closing based on the Federal Home Loan Bank of Boston 5-year Classic Rate plus 200 basis points. See the Commitment Letter, attached as Exhibit 10.2.
The Bank also announced that the it will lease the Medford Square property from C&S Capital until such time as the 3 Salem Street, Medford branch is opened. The Bank entered into a lease on August 14, 2007. The term of the lease will begin on August 17, 2007 and end on thirty days’ written notice to C&S Capital. The rent will be $68,850 per year, payable in monthly installments of $5,737.50. See the Commercial Lease, attached as Exhibit 10.3.
See the Bank’s Press Release dated August 17, 2007, attached as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
                 
 
  (d)   Exhibits    
 
               
 
        10.1     Purchase and Sale Agreement, dated as of August 14, 2007, with C&S Capital Properties, LLC.
 
               
 
        10.2     Commitment Letter, dated as of August 14, 2007, to C&S Capital Properties, LLC.
 
               
 
        10.3     Commercial Lease, dated as of August 14, 2007, with C&S Capital Properties, LLC.
 
               
 
        99.1     Century Bank and Trust Company Press Release dated August 17, 2007.

 

Table of Contents

SIGNATURES
     Pursuant to the requirement of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  CENTURY BANCORP, INC.
  		 
  /s/ William P. Hornby    
  William P. Hornby   
  Treasurer   
 
Dated: August 17, 2007

 

 

Exhibit 10.1
From the Office of: n/a
STANDARD FORM
PURCHASE AND SALE AGREEMENT
This 14th day of August 2007.
                     
1.   PARTIES AND MAILING
ADDRESS

(fill in) 		  Century Bank and Trust Company
400 Mystic Avenue, Medford, MA 02155
hereinafter called the SELLER, agrees to SELL and

C&S Capital Properties, LLC
51 Main Street, Stoneham, MA 02180
hereinafter called the BUYER or PURCHASER, agrees to BUY, upon the terms hereinafter set forth the following described premises:
 
                   
2.   DESCRIPTION
(fill in and include title reference) 		  51 - 61 High Street, Medford, MA 02155
containing approximately 8,451 sq. ft. of land area
 
                   
3.   BUILDINGS, STRUCTURES, IMPROVEMENTS, FIXTURES

(fill in or delete) 		  Included in the sale as a part of said premises are the buildings, structures, and improvements now thereon, and the fixtures belonging to the SELLER and used in connection therewith including, if any, all wall-to-wall carpeting, drapery rods, venetian blinds, window shades, screens, screen doors, storm windows and doors, awnings, shutters, furnaces, heaters, heating equipment, stoves, ranges, gas burners and fixtures appurtenant thereto, hot water heaters, plumbing and bathroom fixtures, garbage disposers, electric and other lighting fixtures, mantels, outside television antennas, fences, gates, trees, shrubs, plants, and, ONLY IF BUILT IN, refrigerators, air conditioning equipment, ventilators, dishwashers, washing machines and dryers: and but excluding
 
                   
4.   TITLE DEED
(fill in) 		  Said premises are to be conveyed by a good and sufficient quitclaim deed running to the BUYER, or to the nominee designated by the BUYER by written notice to the SELLER at least seven (7) days before the deed is to be delivered as herein provided, and said deed shall convey a good and clear record and marketable title thereto, free from encumbrances, except

(a) Provisions of existing building and zoning laws.

(b) Existing rights and obligations in party walls which are not the subject of written agreement.

(c) Such taxes for the then current year as are not due and payable on the date of the delivery of such deed.

(d) Any liens for municipal betterments assessed after the date of this agreement.

(e) Easements, restrictions and reservations of record, if any, so long as the same do not prohibit or materially interfere with the current use of said premises.

(f) 

TITLE REFERENCE : Certificate of Title No. 204233 filed in the Middlesex South Land Registration Office, in
Registration Book 1151, Page 83. 
  Include here by specific reference any restrictions, easements, rights and obligations in party walls not included in (b), leases, municipal and other liens, other encumbrances, and make provision to protect SELLER against BUYER’S breach of SELLER’s covenants in leases, where necessary  
 
                   
5.   PLANS   If said deed refers to a plan necessary to be recorded therewith the SELLER shall deliver such plan with the deed in form adequate for recording or registration.
 
                   
6.   REGISTERED TITLE   In addition to the foregoing, if the title to said premises is registered, said deed shall be in form sufficient to entitle the BUYER to a Certificate of Title of said premises, and the SELLER shall deliver with said deed all instruments, if any, necessary to enable the BUYER to obtain such Certificate of Title
 
                   
7.   PURCHASE PRICE
(fill in); space is allowed to write out the amounts if desired 		  The agreed purchase price for said premises is One Million Five Hundred Thousand and 00/100 ($1,500,000.00) dollars of which
 
                 
 
    $     100,000.00     have been paid as a deposit this day and
 
    $            
 
    $     1,400,000.00     are to be paid at the time of delivery of the deed in cash, or by certified cashier’s, treasurer’s or bank check(s)
 
                 
 
    $            
 
                   
 
      $     1,500,000.00    
TOTAL
         
COPYRIGHT © 1979, 1984, 1986, 1987, 1988
GREATER BOSTON REAL ESTATE BOARD
  (LOGO)   All rights reserved This form may not be copied or reproduced in whole or in part in any manner whatsoever without the prior express written consent of the Greater Boston Real Estate Board

 

         
8.
  TIME FOR PERFORMANCE, DELIVERY OF DEED
(fill in) 		  Such deed is to be delivered at 3:00 o’clock P.M. on the 17 th day of August, 2007, at the Seller’s Office unless otherwise agreed upon in writing. It is agreed that time is of the essence of this agreement.
 
       
9.
  POSSESSION AND CONDITION OF PREMISE.
(attach a list of exceptions if any) 		  Full possession of said premises is to be delivered at the time of the delivery of the deed, said premises to be then (a) in the same condition as they now are, reasonable use and wear thereof excepted, and (b) not in violation of said building and zoning laws, and (c) in compliance with provisions of any instrument referred to in clause 4 hereof. The BUYER shall be entitled personally to inspect said premises prior to the delivery of the deed in order to determine whether the condition thereof complies with the terms of this clause.
 
       
10.
  EXTENSION TO PERFECT TITLE OR MAKE PREMISES CONFORM
(Change period of time if desired) 		  If the SELLER shall be unable to give title or to make conveyance, or to deliver possession of the premises, all as herein stipulated, or if at the time of the delivery of the deed the premises do not conform with the provisions hereof, then any payments made under this agreement shall be forthwith refunded and all other obligations of the parties hereto shall cease and this agreement shall be void without recourse to the parties hereto, unless the SELLER elects to use reasonable efforts to remove any defects in title, or to deliver possession as provided herein, or to make the said premises conform to the provisions hereof, as the case may be, in which event the SELLER shall give written notice thereof to the BUYER at or before the time for performance hereunder, and thereupon the time for performance hereof shall be extended for a period of thirty (30) days.
 
       
11.
  FAILURE TO PERFECT TITLE OF MAKE PREMISES CONFORM, etc.   If at the expiration of the extended time the SELLER shall have failed so to remove any defects in title, deliver possession, or make the premises conform, as the case may be, all as herein agreed, or if at any time during the period of this agreement or any extension thereof, the holder of a mortgage on said premises shall refuse to permit the insurance proceeds, if any, to be used for such purposes, then any payments made under this agreement shall be forthwith refunded and all other obligations of the parties hereto shall cease and this agreement shall be void without recourse to the parties hereto.
 
       
12.
  BUYER’s ELECTION TO ACCEPT TITLE   The BUYER shall have the election, at either the original or any extended time for performance, to accept such title as the SELLER can deliver to the said premises in their then condition and to pay therefore the purchase price without deduction, in which case the SELLER shall convey such title, except that in the event of such conveyance in accord with the provisions of this clause, if the said premises shall have been damaged by fire or casualty insured against, then the SELLER shall, unless the SELLER has previously restored the premises to their former condition, either
 
 
     
(a)       pay over or assign to the BUYER, on delivery of the deed, all amounts recovered or recoverable on account of such insurance, less any amounts reasonably expended by the SELLER for any partial restoration, or
 
 
     
(b)       if a holder of a mortgage on said premises shall not permit the insurance proceeds or a part thereof to be used to restore the said premises to their former condition or to be so paid over or assigned, give to the BUYER a credit against the purchase price, on delivery of the deed, equal to said amounts so recovered or recoverable and retained by the holder of the said mortgage less any amounts reasonably expended by the SELLER for any partial restoration.
 
       
13.
  ACCEPTANCE OF DEED   The acceptance of a deed by the BUYER or his nominee as the case may be, shall be deemed to be a full performance and discharge of every agreement and obligation herein contained or expressed, except such as are, by the terms hereof, to be performed after the delivery of said deed.
 
       
14.
  USE OF MONEY TO CLEAR TITLE   To enable the SELLER to make conveyance as herein provided, the SELLER may, at the time of delivery of the deed, use the purchase money or any portion thereof to clear the title of any or all encumbrances or interests, provided that all instruments so procured are recorded simultaneously with the delivery of said deed.
 
       
15.
  INSURANCE
* Insert amount 		  Until the delivery of the deed, the SELLER shall maintain insurance on said premises as follows:
 
  (list additional   Type of Insurance                                        Amount of Coverage
 
  types of insurance  
 
  and amounts as   (a) Fire and Extended Coverage                                    * $ 1,427,000
 
  agreed)   (b) General Liability          $1,000,000
 
           Aggregate                     $2,000,000
 
16.
  ADJUSTMENTS
(list operating expenses, if any, or attach schedule) 		  Collected rents, mortgage interest, water and sewer use charges, operating expenses (if any) according to the schedule attached hereto or set forth below, and taxes for the then current fiscal year, shall be apportioned and fuel value shall be adjusted, as of the day of performance of this agreement and the net amount thereof shall be added to or deducted from, as the case may be, the purchase price payable by the BUYER at the time of delivery of the deed. Uncollected rents for the current rental period shall be apportioned if and when collected by either party.

 

         
17.
  ADJUSTMENT OF UNASSESSED AND ABATED TAXES   If the amount of said taxes is not known at the time of the delivery of the deed, they shall be apportioned on the basis of the taxes assessed for the preceding fiscal year, with a reapportionment as soon as the new tax rate and valuation can be ascertained, and, if the taxes which are to be apportioned shall there-after be reduced by abatement, the amount of such abatement, less the reasonable cost of obtaining the same, shall be apportioned between the parties, provided that neither party shall be obligated to institute or prosecute proceedings for an abatement unless herein otherwise agreed.
 
       
18.
      [DELETED]
 
       
19.
      [DELETED]
 
       
20.
  DEPOSIT (fill in name)   All deposit made hereunder shall be held in escrow by the Seller, subject to the terms of this agreement and shall be duly accounted for at the time for performance of this agreement.
 
       
21.
      [DELETED]
 
       
22.
      [DELETED]
 
       
23.
      [DELETED]
 
       
24.
  LIABILITY OF TRUSTEE SHAREHOLDER BENEFICIARY, etc.   If the SELLER or BUYER executes this agreement in a representative of fiduciary capacity. Only the principal or the estate represented shall be bound and neither the SELLER or BUYER so executing nor any shareholder or beneficiary of any trust, shall be personality liable for any obligation, express or implied hereunder.
 
       
25.
  WARRANTIES AND REPRESENTATIONS (fill in), if none. State “none” if any listed, indicate by whom each warranty or representation was made   The BUYER acknowledges that the BUYER has not has not been influenced to enter into this transaction nor has he relied upon any warranties or representations not set forth or incorporated in this agreement or previously made in writing, except for the following additional warranties and representations, if any, made by either the SELLER or the Broker(s) None.
 
       
26.
  MORTGAGE CONTINGENCY CLAUSE (omit if not provided for in Offer to Purchase)   In order to help finance the acquisition of said premises, the BUYER shall apply for a conventional bank of other institutional mortgage loan of $ 1,000,000.00 at prevailing rates, terms and conditions. If despite the BUYER’s diligent efforts a commitment for such loan cannot be obtained on or before August 14, 2007 the BUYER may terminate this agreement by written notice to the SELLER and/or the Broker(s), as agent(s) for the SELLER, prior to the expiration of such time whereupon any payments made under this agreement shall be forthwith refunded and all other obligations of the parties hereto shall cease and his agreement shall be void without recourse to the parties hereto in no event will the BUYER be deemed to have used diligent efforts to obtain such commitment unless the BUYER submits a complete mortgage loan application conforming to the foregoing provision on or before August 14, 2007.

 

         
27.
  CONSTRUCTION
OF AGREEMENT 		  This instrument, executed in multiple counterparts, is to be construed as a Massachusetts contract, is to take effect as a sealed instrument, sets forth the entire contract between the parties, is binding upon and enures to the benefit of the parties hereto and their respective heirs, devisees, executors, administrations, successors and assigns, and may be cancelled, modified or amended only by a written instrument executed by both the SELLER and the BUYER if two or more persons are named herein as BUYER their obligation hereunder shall be joint and several. The captions and marginal notes are used only as a matter of convenience and are not to be considered a part of this agreement or be used in determining the intent of the parties to it.
 
       
28.
  [DELETED]    
 
       
29.
  [DELETED]    
 
       
30.
  ADDITIONAL PROVISIONS   The initialed riders, if any, attached hereto, are incorporated herein by reference.
NOTICE This is a legal document that creates binding obligations if not understood, consult an attorney
                 
        Century Bank and Trust Company    
 
               
 
      By:   /s/ Jonathan G. Sloane, Co-Pres/Co-CEO.    
 
               
SELLER (or spouse)       SELLER Jonathan G. Sloane, Co-President & Co-CEO    
 
               
 
      By:   /s/ Joseph Senna    
 
               
BUYER       BUYER Joseph Senna    
 
          Managing Partner of    
 
          C&S Capital Properties LLC    
 
Broker(s)

EXTENSION OF TIME FOR PERFORMANCE
Date                     
     The time for the performance of the foregoing agreement is extended until                      o clock___M on the                      day of                      19                      , time still being of the essence of this agreement as extended in all other respects, this agreement is hereby ratified and confirmed.
     This extension, executed in multiple counterparts, is intented to take effect as a sealed instrument.
     
     
Seller (or spouse)
  SELLER
 
   
     
BUYER
  BUYER
 
Broker(s)

 

Exhibit 10.2
(CENTURY BANK LOGO)
August 14, 2007
C & S Capital Properties LLC
Joseph Senna, Managing Partner
51 Main Street
Stoneham, MA 02180
Dear Mr. Senna:
I am pleased to confirm approval of your request for financing totaling $1,000,000.00. The credit facility provides financing of a mortgage loan for the acquisition of the property located at 55-61 High Street, Medford, MA, at an aggregate cost of $1,500,000.
In addition to our standard terms and conditions, the obligation of Century Bank and Trust Company to advance funds under this commitment is subject to your full compliance with the following:
     
BORROWERS:
  C & S Capital Properties LLC.
 
   
AMOUNT:
  $1,000,000
 
   
TYPE:
  Commercial Real Estate Mortgage.
 
   
TERM:
  5-year fixed interest rate term.
 
   
REPAYMENT:
  Principal and Interest payments due monthly payable in arrears, based on a 20-year amortization schedule.
 
   
INTEREST RATE:
  Federal Home Loan Bank of Boston 5-year Classic Rate plus 200 basis points, fixed at closing.
 
   
PREPAYMENT
PENALTY:
  A prepayment penalty will be assessed equal to 5.0% of the principal balance at the lime of payoff, if prepaid in Year #1. The prepayment penalty will be reduced to 4.0% if prepaid in Year #2; 3.0% if prepaid in Year #3; 2.0% if prepaid in Year #4 and 1.0% if prepaid in Year #5.

 

 

Page 2
C & S Capital Properties LLC
August 14, 2007
     
APPRAISAL:
  Bank requires that an appraisal be completed prior to closing and performed by an appraiser acceptable to the Bank. The appraised value on the subject property must yield a minimum value so as not to exceed a 75% loan-to-value ratio.
 
   
COLLATERAL:
  First mortgage security interest in the real estate and buildings to be built thereon located at 55-61 High Street, Medford, MA, and an assignment of all leases, rents, permits, plans, specs, licenses, approvals and contracts.
 
   
GUARANTOR:
  This loan shall be personally guaranteed by Joseph Senna.
 
   
ENVIRONMENTAL:
  Bank requires an environmental review be completed on 55-61 High Street, Medford, MA.
 
   
LATE CHARGE:
  The Borrower shall pay a late charge equal to 4% of any payment not received by the Bank within (10) ten days of the due date.
 
   
HAZARD INSURANCE:
  All risk, including full fire, flood, and hazard in an amount of the mortgage loan, or the maximum coverage limit, whichever is less, covering the subject real estate. The policy must name Century Bank as first mortgagee/loss payee and contain a 10 day Notice of Cancellation.
 
   
TITLE INSURANCE:
  Confirmation of Title insurance from borrower’s attorney on the subject property located at 55-61 High Street, Medford, MA, stating there is at least $1,000,000.00 of coverage, is required prior to closing. The title insurance policy shall be in a form and content acceptable to the Bank and its closing Counsel.
 
   
LEGAL:
  Attorney Robert Abruzese of the law firm of Abruzese and Barclay (tel.# 781.395.5211) will represent the Bank in this transaction.
OTHER:
The Borrower will pay all closing costs of the loan including, but not limited to, appraisal and legal fees and other fees incurred by the Bank in connection with this loan whether or not this loan closes.

 

 

Page 3
C&S Capital Properties LLC
August 14, 2007
The Bank shall in no way be liable for any brokerage commission in connection with this loan and shall be indemnified and saved harmless by all Parties against claims for commissions.
This commitment letter and the basic terms and conditions outlined herein are not meant to be, nor shall they be construed as, an attempt to define all the terms and conditions of this financing. Rather, they are intended to set forth in abbreviated fashion certain basic points of business understanding about which the legal documentation is to be structured. Further negotiations within the general scope of the major terms shall not be precluded by the issuance of this commitment letter and its acceptance to you.
This commitment must be accepted and returned by August 17 th , 2007 or it will be deemed null and void. Once accepted, this financing commitment will expire within 60 days, unless the loan closes or the commitment is otherwise extended.
Sincerely,

/s/ James M. Flynn
James M. Flynn
Senior Vice President
781-393-4108

 

 

Page 4
C & S Capital Properties LLC
August 14, 2007
If the terms and conditions of the commitment letter meet with your approval, kindly sign and date this letter, and return it to my attention.
         
ACCEPTED AND AGREED:
C & S Capital Properties LLC 		   
 
       
By:
  /s/ Joseph Senna                                             Date: 8/14/07
 
 
 
Joseph Senna, Managing Partner 		   

 

Exhibit 10.3
(REALTOR LOGO)
STANDARD FORM COMMERCIAL LEASE
             
1.   PARTIES   C&S Capital Properties, LLC
    ( fill in )   51 Main Street, Stoneham, MA 02180
 
          LESSOR, which expression shall include its heirs, successors, and assigns where the context so admits, does hereby lease to Century Bank and Trust Company
 
          400 Mystic Avenue, Medford, MA 02155
 
           
2.   PREMISES
( fill in and include,
if applicable, suite
number, floor
number, and square
feet ) 		  LESSEE, which expression shall include successors, executors administrators, and assigns where the context so admits, and the LESSEE hereby leases the following described premises 55 High Street, Medford, MA containing approximately 4,590 s.f. of rentable first floor space, including basement, and the two existing on-site parking spaces.
 
           
 
          together with the right to use in common, with others entitled thereto, the hallways, stairways and elevators necessary for access to said leased premises, and lavatories nearest thereto.
 
           
3.   TERM   The term of this lease shall be monthly commencing on August 17, 2007 and ending on thirty (30) days written notice to LESSOR.
    ( fill in)    
    BASE    
 
           
4.   RENT   The LESSEE shall pay to the LESSOR rent at the rate of $68,850.00 dollars per year, payable in advance in monthly installments of $5,737.50
    (fill in)    
 
           
5.   SECURITY   [DELETED] 
    DEPOSIT    
    (fill in)    
 
           
6.   RENT   [DELETED] 
    ADJUSTMENT    
 
           
 
  A.   TAX   [DELETED] 
 
      ESCALATION    
 
      (fill in or delete)    
 
           
 
  B.   OPERATING   [DELETED] 
 
      COST    
 
      ESCALATION    
 
      (fill in or delete)    
 
           
 
  C.   ADDITIONAL RENT
(Pro Rata Share): 		  In addition to the Base Rent due hereunder, LESSEE shall pay LESSOR on a triple net (NNN) basis sixty five percent (65%) of the amount of all real estate taxes and operating costs, including, but not limited to Insurance.
 
           
 
  C.   CONSUMER
PRICE
ESCALATION
(fill in or delete) 		  [DELETED] 
GREATER BOSTON REAL ESTATE BOARD (LOGO)   All rights reserved. This form may not be copied or reproduced
whole or in part in any manner whatsoever without the prior
express written consent of the Greater Boston Real Estate Board.

 

         
7.
 
UTILITIES

“delete air conditioning” if not applicable
  The LESSEE shall pay, as they become due all bills for electricity and other utilities (whether they are used for furnishing heat or other purposes) that are furnished to the leased premises and presently separately metered and all bills for fuel furnished to a separate tank servicing the leased premises exclusively. The LESSOR agrees to provide all other utility service and to furnish reasonably hot and cold water (except to the extent that the same are furnished through separately metered utilities or separate fuel tanks as set forth above) to the leased premises, the hallways, stairways, and lavatories during normal business hours on regular business days of the heating and air conditioning seasons of each year to service and to light passageways and stairways during business hours, and to furnish such cleaning service as is customary in similar buildings in said city or town, all subject to interruption due to any accident, to the making of repairs, alterations, or improvements, to labor difficulties, to trouble in obtaining fuel, electricity, service, or supplies from the sources from which they are usually obtained for said building or to any cause beyond the LESSOR’S control.
 
   
 
 
 
  LESSOR shall have no obligation to provide utilities or equipment other than the utilities and equipment with the premises as of the commencement date of this lease. In the event LESSEE requires additional utilities or equipment, the installation and maintenance thereof shall be the LESSEE’S sole obligation, provided that such installation shall be subject to the written consent of the LESSOR.
 
   
8.
 
USE OF LEASED PREMISES
(fill in)
  The LESSEE shall use the leased premises only for the purpose of operating a Branch Bank.
 
   
9.
 
COMPLIANCE WITH LAWS
  The LESSEE acknowledges that no trade or occupation shall be conducted in the leased premises or use made thereof which will be unlawful, improper, noisy or offensive, or contrary to any law or any municipal by law or ordinance in force in the city or town, in which the premises are situated.
 
   
10.
 
FIRE INSURANCE
  The LESSEE shall not permit any use of the leased premises which will make voidable any insurance on the property of which the leased premises are a part, or on the contents of said property or which shall be contrary to any law or regulation from time to time established by the New England Fire Insurance Rating Association or any similar body succeeding to its powers. The LESSEE shall on demand reimburse the LESSOR and all other tenants all extra insurance premiums caused by the LESSEE’s use of the premises.
 
   
11.
 
MAINTENANCE
 
A LESSEE’S OBLIGATIONS
  The LESSEE agrees to maintain the leased premises in good condition damage by fire and other casualty only excepted, and whenever necessary to replace plate glass and other glass therein acknowledging that the leased premises are now in good order and the glass whole. The LESSEE shall not permit the leased premises to be over loaded, damaged, stripped, or defaced, nor suffer any waste. LESSEE shall obtain written consent of LESSOR before erecting any sign on the premises.
 
   
 
 
B LESSOR’S OBLIGATIONS
  The LESSOR agrees to maintain the structure of the building of which the leased premises are a part in the same condition as it is at the commencement of the term or as it may be put in during the term of this lease reasonable wear and tear, damage by fire and other casualty only excepted unless such maintenance is required because of the LESSEE or those for whose conduct the LESSEE is legally responsible.
 
   
12.
 
ALTERATIONS-ADDITIONS
  The LESSEE shall not make structural alterations or additions to the leased premises, but may make non-structural alterations provided the LESSOR consents thereto in writing, which consent shall not be unreasonably withheld or delayed. All such allowed alterations shall be at LESSEE’s expense and shall be in quality at least equal to the present construction. LESSEE shall not permit any mechanics’ liens, or similar liens to remain upon the leased premises for labor and material furnished to LESSEE or claimed to have been furnished to LESSEE in connection with work of any character performed or claimed to have been performed at the direction of LESSEE and shall cause any such lien to be released of record forthwith without cost to LESSOR. Any alterations or improvement made by the LESSEE shall become the property of the LESSOR at the termination of occupancy as provided herein.
 
   
13.
 
ASSIGNMENT-SUBLE ASING
  The LESSEE shall not assign or sublet the whole or any part of the leased premises without LESSOR’s prior written consent Notwithstanding such consent. LESSEE shall remain liable to LESSOR for the payment of all rent and the full performance of the covenants and conditions of this lease.

 

 

         
14.
  SUBORDINATION   This lease shall be subject subordinate to any and all mortgages, deeds of trust and other instruments in the nature of a mortgage, now or at any time hereafter, a lien or liens on the property of which the leased premises are a part and the LESSEE shall, when requested, promptly execute and deliver such written instruments as shall be necessary to show the subordination of this lease to said mortgages, deeds of trust or other such instruments in the nature of a mortgage.
 
       
15.
  LESSOR’S ACCESS   The LESSOR or agents of the LESSOR may, at reasonable times, enter to view the leased premises and may remove placards and signs not approved and affixed as herein provided, and make repairs and alterations as LESSOR should elect to do and may show the leased premises to others, and at any time within three (3) months before the expiration of the term, may affix to any suitable part of the leased premises a notice for letting or selling the leased premises or property of which the leased premises are a part and keep the same so affixed without hindrance or molestation.
 
       
16.
  INDEMNIFICATION AND LIABILITY
(fill in) 		  The LESSEE shall save the LESSOR harmless from all loss and damage occasioned by the use or escape of water or by the bursting of pipes, as well as from any claim or damage resulting from neglect in not removing snow and ice from the roof of the building or from the sidewalks bordering upon the premises so leased of by any nuisance made or suffered on the leased premises, unless such loss is caused by the neglect at the LESSOR. The removal of snow and ice from the sidewalks bordering upon the leased premises shall be LESSOR’S responsibility.
 
       
17.
  LESSEE’S LIABILITY INSURANCE (fill in)   The LESSEE shall maintain with respect to the leased premises and the property which the leased premises are a part comprehensive public liability insurance in the amount of 1,000,000 with property damage insurance in limits of 500,000 in responsible companies qualified to do business in Massachusetts and in good standing therein insuring the LESSOR as well as LESSEE against injury to persons or damage to property as provided. The LESSEE shall deposit with the LESSOR certificates for such insurance at or prior to the commencement of the term, and thereafter within thirty (30) prior to the expiration of any such policies. All such insurance certificates shall provide that such policies shall not be cancelled without at least ten (10) days prior written notice to each assured named therein.
 
       
18.
  FIRE CASUALTY- EMINENT DOMAIN   Should a substant at portion of the leased premises or of the property of which they are a part be substantially damaged by fire or other casualty, or by taken by eminent domain, the LESSOR may elect to terminate this lease. When such file, casualty or taking renders the leased premises substantially unsuitable for their intended use, a just and proportionate abatement of rent shall be made, and the LESSEE may elect to terminate lease if:

 
     
(a)   The LESSOR fails to give written notice within thirty (30) days of intention to restore leased premises, or
 
       
 
     
(b)   The LESSOR fails to restore the leased premises to a condition substantially suitable for their intender use within ninety (90) days of said fire casualty or taking.
 
       
 
      The LESSOR reserves, and the LESSEE grants to the LESSOR, allrights which the LESSEE may have for damages or injury to the leased premises for any taking by eminent domain, except for damage to the LESSEE fixtures, property or equipment.
 
       
19.
  DEFAULT AND BANKRUPTCY (fill in)   In the event that

(a)   The LESSEE shall default in the payment of any installment of rent or other sum herein sec fed and such default shall continue for ten (10) days after written notice thereof, or


(b)   The LESSEE shall default in the observance or performance of any other the LESSEE’s covenant’s agreements, or obligations hereunder, and such default shall not be corrected within thirty (30) days after written notice thereof, or

(c)   The LESSEE shall be declared bankrupt or insolvent according to law, or if any assignment shall be made of LESSEE’S property for the benefit of creditors,
 
       
 
      then the LESSOR shall have the right thereafter, while such default continues, to reenter and take complete possession of the leased premises, to declare the term of this lease ended, and remove the LESSEE’s effect without prejudice to any remedies which might be otherwise used for arrears of rent or other default. The LESSEE shall indemnity the LESSOR against all loss of rent and other payments which the LESSOR may into by reason of such termination during the residue of the term. If the LESSEE shall default, after reasonable notice thereof, in the observance or performance of any conditions or covenants on LESSEE’s part to be observed or performed under or by virtue of any of the provisions in any article of this lease, the LESSOR without be under any obligation to do so and without thereby waiving such default, may remedy such default for the account and at the expense of the LESSEE. If the LESSOR makes any expenditures or incurs any obligations to the payment of money in connection therewith, including but not limited to, reasonable attorney’s fees in instituting, prosecuting or defending any action or proceeding such sums paid or obligations insured, with interest at the rate of 12 per cent per annum and costs, shall be paid to the LESSOR by the LESSEE as additional rent.
 
       
20.
  NOTICE (fill in)   Any notice from the LESSOR to the LESSEE relating to the leased premises or to the occupancy thereof, shall be deemed duly served if left at the leased premises addressed to the LESSEE or it mailed to the leased premises, registered or certified mail, return receipt requested, postage prepaid, addressed to the LESSEE. Any notice from the LESSEE to the LESSOR relating to the leased premises or to the occupancy thereof, shall be deemed duly served, if mailed to the LESOR by registered or certified mail, return receipt requested, postage prepaid, addressed to the LESSOR at such address as the LESSOR mail from time to time advise in writing a rent notices shall be paid and sent to the LESSOR at 51 Main Street, Stoneham, MA 02180.

 

 

         
21.
  SURRENDER   The LESSEE shall at the expiration or other termination of this lease remove all LESSEE’s goods and effect from the leased premises, (including, without hereby limiting the generality of the foregoing all signs and letaring affixed or painted by the LESSEE, either inside or outside the leased premises). LESSEE shall deliver to the LESSOR the leased premises and all keys, locks thereto, and other fixtures connected therewith and all alterations and additions made to or upon the leased premises, in good condition, damage by fire or other casualty only excepted. In the event of the LESSEE’s failure to remove any of LESSEE’s property from the premises LESSOR is hereby authorized without liability to LESSEE for loss or damage thereto and at the sole risk of LESSEE, to remove and store any of the property at LESSEE’s expense or to retain same under LESSOR’s control or to sell at public or private sale, without notice any or all of the property not so removed and to apply the net proceeds of such sale to the payment of any sum due hereunder or to destroy such property.
 
       
22.
      [DELETED] 
 
       
23.
  OTHER PROVISIONS    
IN WITNESS WHEREOF, the said parties hereunto set their hands and seals this 14th day of August 2007.
             
Century Bank and Trust Company   C&S Capital Properties LLC
 
           
By: /s/ Jonathan G. Sloane, Co-Pres/Co-CEO
      By: /s/ Joseph Senna  
     
LESSEE Jonathan G. Sloane, Co-President & Co-CEO   LESSOR Jeseph Senna  
 
                      Managing Partner
 
           
     
LESSEE
      LESSOR    
     
 
   
 
  BROKER(S)

 

 

Exhibit 99.1
(CENTURY BANK LOGO)
NEWS RELEASE
FOR IMMEDIATE RELEASE
Contact: William P. Hornby
               whornby@century-bank.com
Phone: 781-393- 4630
Fax:781-393-4071
CENTURY BANK TO RELOCATE MEDFORD SQUARE BRANCH
MEDFORD, Mass.—August 17, 2007—Century Bank and Trust Company (the “Bank”), a wholly-owned subsidiary of Century Bancorp, Inc.(the “Company”) (NASDAQ: CNBKA) (www.century-bank.com), today announced that, on August 14, 2007, it entered into an agreement to sell the building which houses one of its branches located at 55 High Street, Medford, Massachusetts for $1.5 million. The sale is expected to close within the next week. This property will be sold to C&S Capital Properties, LLC, an entity affiliated with Joseph J. Senna, Esq. who is a director of both the Company and the Bank. The Bank will finance $1.0 million of this purchase at market terms. This sale will result in a pre-tax gain of approximately $1.3 million.
The Bank intends to relocate this branch to 3 Salem Street, Medford, Massachusetts. As previously disclosed in the Company’s June 30, 2007 Form 10-Q, this property will be leased from Sloane Enterprises, LLC, an entity affiliated with Marshall M. Sloane, Chairman of the Board of both the Company and the Bank. Subsequent to the sale of 55 High Street and until such time as 3 Salem Street is opened as a branch, 55 High Street will be leased to the Bank as a tenant-at-will at market terms. It is anticipated that the new branch will be opened during the second quarter of 2008. The relocation of the branch is subject to customary regulatory approvals.
Century Bank and Trust Company, a wholly-owned subsidiary of Century Bancorp, Inc., is a state chartered full-service commercial bank, operating twenty-two full-service branches in the Greater Boston area, and offers a full range of Business, Personal and Institutional Services.
Century Bank and Trust Company is a member of the FDIC and is an Equal Housing Lender.
This press release contains certain “forward-looking statements” with respect to the financial condition, results of operations and business of the Company. Actual results may differ from those contemplated by these statements. The Company wishes to caution readers not to place undue reliance on any forward-looking statements. The Company disclaims any intent obligation to update publicly any such forward-looking statements, whether in response to new information, future events or otherwise.