**EXHIBIT 10.13.7**

 

**5THAMENDMENT OF LEASE FOR STORAGE**

 

THIS 5th AMENDMENT OF LEASEFOR STORAGE (“5th Amendment”) is made on January 9, 2006, between **T.H.S. Northstar Associates Limited Partnership**,a Minnesota limited partnership (“Landlord”), whose address 625 MarquetteAvenue South, Minneapolis, Minnesota 55402and **Eschelon Telecom of Minnesota, Inc.**,a Minnesota corporation (f/k/a CadyCommunications, Inc., f/k/a Fishnet.com. Inc.) (“Tenant”), whose address is 730Second Avenue South, Suite 900, Minneapolis, Minnesota 55402.

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**R****ECITALS**

 

This 5th Amendment is basedupon the following recitals:

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**A.****             **Landlord andFishnet.com, Inc., a Minnesota corporation (“Fishnet.com”), entered into aLease for Storage dated July 30,1996 (“Lease”), for certain premises known as Suite #SB-52 (“Premises”),containing approximately 840 rentable square feet, at the sub-basement level ofthe Northstar Center (“NStar Building”), 110 SecondAvenue South, Minneapolis, Minnesota 55402.

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**B.**        Landlord and Fishnet.com amended the Lease asfollows:

 

(1)   1st Amendment of Lease for Storage datedMarch 10, 1998, which, among other matters, extended the Lease Term to March31, 2003 (“1st Extension”);

 

(2)   2nd Amendment of Lease for Storage datedMarch 27, 1998, which, among other matters, expanded the Premises to encompassSuite #SB-50C (“1st Expansion Space”) at the sub-basement level of theNorthstar West Building, 625 Marquette Avenue South, Minneapolis, Minnesota55402 (“NSWest Building”) (incorrectly identified in the 2nd Amendment as beinglocated in the NStar Building), containing approximately 630 rentable squarefeet; and

 

(3)   3rd Amendment of Lease for Storage datedApril 30, 1999, which, among other matters, (a) further extended the Lease Termto June 30, 2005 (“2nd Extension”) and (b) further expanded the Premises toencompass (i) Suite #SB-50 (“2nd Expansion Space”) at the sub-basement level ofthe NStar Building, containing approximately 942 rentable square feet, and (ii)Suite #SB-50 (“3rd Expansion Space”) at the sub-basement level of the NSWestBuilding, containing approximately 666 rentable square feet; and

 

(4)   4th Amendment of Lease for Storagedated October 31, 2000, which further expanded the Premises to encompass (i)Suite #SB-60 (“4th Expansion Space”) at the sub-basement level of the NStarBuilding, containing approximately 599 rentable square feet, and (ii) Suite#SB-64 (“5th Expansion Space”) at the sub-basement level of the NStar Building,containing approximately 940 rentable square feet (the Lease and the 1st, 2nd,3rd and 4th Amendments, collectively, “Lease as amended”).

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**C.****       **Tenantis the successor to the tenant’s interest of Fishnet.com under the Lease asamended by operation of law, being the surviving entity of an April 28, 2000,merger between Fishnet.com and Cady Communications, Inc. (n/k/a EschelonTelecom of Minnesota, Inc.).

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**D.**        Landlord and Tenant desire to further amendthe Lease as amended to further extend the Term of the Lease, modify the Rentand otherwise amend the Lease as amended accordingly.

 

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THEREFORE, in considerationof the mutual covenants and agreements stated in the Lease as amended andbelow, and for other sufficientconsideration received and acknowledged by each party, Landlord and Tenantagree to amend the Lease as amended as follows:

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**1.****       ****RECITALS; CAPITALIZED TERMS.**

 

All Recitals are fullyincorporated. Except for those terms expressly defined in this 5th Amendment,all initially capitalized terms will have the meanings ascribed to them in the Leaseas amended.

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**2.****       ****EXTENSION OF LEASE TERM.**

 

The Lease Termas it pertains to SB-52, NStar Building, SB-50, SB-50B, SB-50C NSWestBuilding and SB-50 Nstar Building, totally approximately 3,148 rentable squarefeet, and shall commence on July 1, 2005 and shall expire on June 30, 2010 (“3rdExtension Term”), unless earlier terminated as provided in the Lease as amended.

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**3.****       ****RENT.**

 

During the 3rdExtension Term, Rent for the Premises, shall be as follows:

 

| **Period**            | ** ** | **Annual  Rent per RSF** | ** ** | **Rent Payable perMonth** | ** ** |
|-----------------------|------------|------------------------------------|------------|-------------------------------------|------------|
| 7/1/2005 to 6/30/2006 |       | $                                  | 18.50      |                                | $          | 4,853.17 |   |
| 7/1/2006 to 6/30/2007 |       | $                                  | 18.75      |                                | $          | 4,918.76 |   |
| 7/1/2007 to 6/30/2008 |       | $                                  | 19.00      |                                | $          | 4,984.33 |   |
| 7/1/2008 to 6/30/2009 |       | $                                  | 19.25      |                                | $          | 5,049.92 |   |
| 7/l/2009 to 6/30/2010 |       | $                                  | 19.50      |                                | $          | 5,115.50 |   |

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**4.****       ****DELIVERY OF AND IMPROVEMENTSTO THE PREMISES.**

 

Tenant currently occupiesthe Premises shall accept the Premises in “as-is” condition. Any other improvements to the Premises shall require Landlord’sprior written approval.

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**5.****       ****REMAINING LEASE PROVISIONS.**

 

Exceptas stated in this 5th Amendment, all other viable and applicable provisions of the Lease as amended shall remain unchanged and continue in fullforce and effect throughout the 3rd Extension Term.

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**6.****       ****BINDING EFFECT.**

 

Landlord and Tenant ratifyand confirm the Lease as amended and agree that this 5th Amendment shall bindand inure to the benefit of the parties, and their respective successors,assigns and representatives as of the datefirst stated.

 

AFFIRMING THE ABOVE, theparties have executed this 5th AMENDMENT OF LEASE FOR STORAGE on the date first stated.

 

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| Witnesses: |                           | Tenant:**ESCHELON TELECOM OF MINNESOTA,  INC.,** a Minnesota corporation                                                                                                                       |
|------------|--------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |                           |                                                                                                                                                                                           |   |   |
|       |                           |                                                                                                                                                                                           |   |   |
| By:        | /s/ Michele Speranza-di  Forza |                                                                                                                                                                                           |   | By: | /s/ Michael A. Donahue |   |
| Name:      | Michele Speranza-di  Forza     |                                                                                                                                                                                           |   | Name: | Michael A. Donahue |   |
|       |                           |                                                                                                                                                                                           | Its: | VP Finance &  Treasurer |   |
|       |                           |                                                                                                                                                                                           |   |   |
| By:        |                           |                                                                                                                                                                                           |   | By: |   |   |
| Name:      |                           |                                                                                                                                                                                           |   | Name: |   |   |
|       |                           |                                                                                                                                                                                           | Its: |   |   |
|       |                           |                                                                                                                                                                                           |
|       |                           |                                                                                                                                                                                           |
| Witnesses: |                           | Landlord:**T.II.S. NORTHSTAR ASSOCIATES LIMITED  PARTNERSHIP**, a Minnesota limited partnership  By: TrizecHahn Northstar LLC, a Delaware limited   liability company, as sole general partner |
|       |                           |                                                                                                                                                                                           |   |   |
|       |                           |                                                                                                                                                                                           |   |   |
| By:        | /s/ Jean M. Wilson             |                                                                                                                                                                                           |   | By: | /s/ Cynthia K. Yott |   |
| Name:      | Jean M. Wilson                 |                                                                                                                                                                                           |   | Name: |   | Cynthia K. Yott |
|       |                           |                                                                                                                                                                                           | Its: |   | Vice President &  Assistant Secretary |
|       |                           |                                                                                                                                                                                           |   |   |
|       |                           |                                                                                                                                                                                           |   |   |
| By:        |                           |                                                                                                                                                                                           |   | By: | /s/ Stephen E. Budorick |   |
| Name:      |                           |                                                                                                                                                                                           |   | Name: |   | Stephen E. Budorick |
|       |                           |                                                                                                                                                                                           | Its: |   | Vice President |
|            |                                |                                                                                                                                                                                                |  |  |  |  |  |  |  |  |

 

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