**EXHIBIT 10.11.1**

 

**BAKERCENTER AMENDMENT OF LEASE**

 
| DATE:    |   | December 29, 2005                                                                                 |   |                   |
|----------|--------|---------------------------------------------------------------------------------------------------|--------|------------------------|
|     |   |                                                                                              |   |                   |
| BETWEEN: |   | ST. PAUL PROPERTIES, INC.  400 U.S Trust Building  730 Second Avenue South  Minneapolis, MN 55402 |   | (“Landlord”) |
|     |   |                                                                                              |   |                   |
| AND:     |   | ESCHELON TELECOM, INC.  900 U.S. Trust Building  730 Second Avenue South  Minneapolis, MN 55402   |   | (“Tenant”)   |

 

IN RESPECT OF PREMISES IN:Investors, Roanoke and U.S. Trust Buildings, Minneapolis, Minnesota

 

LANDLORD AND TENANT herebyagree as follows:

 

1.         In this Amendment of Lease:

 

(a)       **“Buildings”**means Investors and Roanoke Buildings locatedin the city of Minneapolis.

(b)      **“Premises”**means the area defined as Premises underArticle 1.00 (0) of the Lease.

(c)       **“Lease”**means the lease between Landlord and Tenantdated November 18, 2003; covering the Premises.

(d)      **“Amendment Date”**means the 29th day of December,2005.

 

2.         Effective on the Amendment Date, Article 3.01of the Lease is deleted, and the following is substituted therefor:

 

3.01       **“Term.**Notwithstanding Articles 3.02 and 3.03, theterm of this Lease shall be nine (9) years six (6) months, beginning on thefirst day of the month of **December, 2003**andending on the last day of the month of **May,2013,**unless terminated earlier as provided in this Lease.

 

3.         Effective on the Amendment Date, Article 4.01of the lease is deleted and the following substituted therefore.

 

4.01       **“Annual Rent”**Tenant shall pay to Landlord as Annual Rentfor the Premises the following:

 

| **Term**                | ** ** | **SF** | ** ** | **Rate** | ** ** | **Annual Rent** | ** ** | **Monthly  Rent** | ** ** |
|-------------------------|------------|--------|------------|----------|------------|----------------------|------------|-------------------|------------|
| 12-1-03 – 11-30-04 |       | 95,037 |       | $        | 5.50       |                 | $          | 522,703.50        |       | $ | 43,558.63 |   |
| 12-1-04 – 11-30-05 |       | 95,037 |       | $        | 7.50       |                 | $          | 712,777.50        |       | $ | 59,398,13 |   |
| 12-1-05 – 3-31-06  |       | 95,037 |       | $        | 7.75       |                 | $          | 736,536.75        |       | $ | 61,378.06 |   |
| 04-1-06 – 11-30-06 |       | 71,261 |       | $        | 7.75       |                 | $          | 552,272.75        |       | $ | 46,022.73 |   |
| 12-1-06 – 11-30-07 |       | 71,261 |       | $        | 8.00       |                 | $          | 570,088.00        |       | $ | 47,507.33 |   |
| 12-1-07 – 11-30-08 |       | 71,261 |       | $        | 8.25       |                 | $          | 537,903.25        |       | $ | 48,991.94 |   |
| 12-1-08 – 11-30-09 |       | 71,261 |       | $        | 8.50       |                 | $          | 605,718.50        |       | $ | 50,476.54 |   |
| 12-1-09 – 11-30-10 |       | 71,261 |       | $        | 8.75       |                 | $          | 623,533.75        |       | $ | 51,961.15 |   |
| 12-1-10 – 11-30-11 |       | 71,261 |       | $        | 9.00       |                 | $          | 641,349.00        |       | $ | 53,445.75 |   |
| 12-1-11 – 5-31-13  |       | 71.261 |       | $        | 9.25       |                 | $          | 659,164.25        |       | $ | 54,930.35 |   |

 

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Payable in advance andwithout notice in monthly installments (each equal to one-twelfth of the AnnualRent) on the Commencement Date and on the first day of each calendar monththereafter during the Term.

 

4.         Effective on the Amendment Date, thefollowing is added as Article 32.00:

 

ARTICLE 32.00 **Additional Premises**

 

32.01     **“Additional Premises”**meansthe area on the eleventh floors of the Buildings as indicated on Exhibit 1attached hereto, hereby deemed to contain 46,664 square feet. For the purposeof calculating Occupancy Costs, 31,611 square feet of the Additional Premisesis in the Investors Building, shown on Exhibit 2 attached hereto and 15,053square feet of the Additional Space is in the Roanoke Building, shown onExhibit 3 attached hereto.

 

32.02     **“Term”**The Term on the Additional Premises shallcommence on the “Additional Premises Commencement Date” which shall be April 1,2006, subject to the substantial completion of Tenant Improvements set forth inArticle 33.00 of this Lease and terminate on the same day of the Premises.

 

32.03     **“Rent”**Tenant shall pay to Landlord as Annual Rentfor the Additional Premises, the following:

 

| **Term**               | ** ** | **SF** | ** ** | **Rate** | ** ** | **Annual Rent** | ** ** | **Monthly  Rent** | ** ** |
|------------------------|------------|--------|------------|----------|------------|----------------------|------------|-------------------|------------|
| 4-1-06 – 3-31-07  |       | 46,664 |       | $        | 9.10       |                 | $          | 424,642.40        |       | $ |  35,386.87 |   |
| 4-1-07 – 3-31-08  |       | 46,664 |       | $        | 9.25       |                 | $          | 431,642.00        |       | $ |  35,970.17 |   |
| 4-1-08 – 3-31-09  |       | 46,664 |       | $        |  3.35 |                 | $          | 436,308.40        |       | $ |  36,359.03 |   |
| 4-1-09 – 3-31-10  |       | 46,664 |       | $        |  9.50 |                 | $          | 443,308.00        |       | $ |  36,942.33 |   |
| 4-1-10 – 3-31-11  |       | 46,664 |       | $        |  9.65 |                 | $          | 450,307.60        |       | $ |  37,525.63 |   |
| 4-1-11 – 3-31-12  |       | 46,664 |       | $        |  9.75 |                 | $          | 454,974.00        |       | $ |  37,914.50 |   |
| 4-1-12 – 11-31-12 |       | 46,664 |       | $        |  9.90 |                 | $          | 461,973.60        |       | $ |  38,497.80 |   |
| 12-1-12 – 5-31-13 |       | 46,664 |       | $        |  9.25 |                 | $          | 431,642.00        |       | $ |  35,970.17 |   |

 

Payable in advance andwithout notice in monthly installments (each equal to one-twelfth of the AnnualRent) on the Additional Premises Commencement Date and on the first day of eachcalendar month thereafter during the Term.

 

32.04     **“OccupancyCosts”**Tenant shall pay to Landlord, at the times and in the mannerprovided in Article 4.06 of the Lease, the Occupancy Costs for the AdditionalPremises, determined for the Building in which the Additional Premises arelocated using Exhibit B-1 for Roanoke portion of Additional Premises andExhibit B-2 for Investors portion of Additional Premises.

 

5.         Effective on the Amendment Date the followingis added as Article 33.00 of the Lease:

 

ARTICLE 33.00 **Landlord Work**

 

33.01 **“Landlord Work”**Prior to the AdditionalPremises Commencement Date, Landlord shall construct the Additional Premises inaccordance with the plans and specifications prepared by Tenant and approved byLandlord, (“the Plans”) which when approved shall be referenced as Exhibit 4 ofthis Amendment. Landlord shall contribute an amount equal to $18.00 per squarefoot leased ($839,952.00) to offset the cost of the tenant improvements belowthe ceiling and Tenants occupancy of the Additional Premises “TenantImprovement Allowance”. Landlord, at its expense, will install the ceiling toaccommodate the Plans including: a 2x2 ceiling grid, 2x2 acoustic ceilingtiles, HVAC diffusers, sprinkler

 

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heads, 2x4 parabolic lightfixtures and life, fire and safety equipment in accordance with local buildingcodes per the Plans.

 

6.         Effective on the Amendment Date the followingis added as Article 34.00 of the Lease:

 

ARTICLE 34.00 **Rent Abatement**

 

34.01     **“RentAbatement”**Provided Tenant is not in default under the Lease, Tenantshall not be responsible for the payment of Annual Rent and Occupancy Costs on22,888 square feet of the Additional Premises for the initial two months of theTerm.

 

7.         Effective on the Amendment Date the followingis added as Article 35.00 of the Lease:

 

ARTICLE 35.00 **Partial Surrender of Premises**

 

35.01     **“Partial Surrender ofPremises”**Tenant, effectiveon May 31, 2006 – “Surrender Date” surrenders and yields up that portion of thePremises on the eighth floor of the U.S. Trust Building, containing 23,776square feet of space “Surrendered Premises” to Landlord from and after theSurrender Date for the unexpired portion of the Term of the Lease, and Landlordhereby accepts this surrender of the Lease and Surrendered Premises from andafter the Surrender Date. The “Remaining Premises” means that portion of thePremises containing 71,261 square feet.

 

35.02     Tenant shall promptly quit and surrenderpossession of the Surrendered Premises to Landlord on the Surrender Date ingood order and condition, reasonable wear and tear and damage by fire othercasualty excepted. Any property of Tenant not removed from the SurrenderedPremises on or before the Surrender Date shall be and become the property ofthe Landlord absolutely.

 

35.03     The respective rights and obligations ofLandlord and Tenant with respect to the Surrendered Premises shall be preservedand shall survive the Surrender Date as to all matters arising or accruingprior to the Surrender Date, but no such rights or obligation will arise oraccrue to either of them on or after the Surrender Date.

 

35.04     Tenant covenants with Landlord that Tenanthas in itself the absolute right, power and authority to surrender theSurrendered Premises as provided herein, and that Tenant has not taken anyaction whereby the Surrendered Premises are or may be charged, encumbered orassigned. Landlord hereby indemnifies and holds harmless Tenant against anycost incurred by Tenant as a result of any claim that Landlord does not have initself the absolute right, power and authority to accept the surrender of theSurrendered Premises as provided herein.

 

35.05     The terms and condition of the Lease areconfirmed and continued in full force and effect in respect of the RemainingPremises, provided that from and after the Surrender Date the Annual Rent forthe Remaining Premises shall be as set out in Section 3 hereof.

 

35.06     This partial surrender of lease shall bebinding on the heirs, administrators, successors and assigns (as the case maybe) of the parties hereto.

 

Except as specificallyprovided herein, the terms and conditions of this Lease are confirmed andcontinued in full force and effect.

 

This Amendment of Leaseshall be binding on the heirs, administrators, successors and assigns (as thecase may be) of the parties hereto.

 

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IN WITNESS OF THIS LEASELandlord and Tenant have properly executed it as of the date set out on page one.

 

 
| **LANDLORD:**             | **TENANT:**           |
|---------------------------|-----------------------|
|                      |                  |
| ST. PAUL PROPERTIES, INC. |                  |
|                      |                  |
| By:                       | /s/ R. William Insera |   | By: | /s/ Michael A. Donahue. |   |
|                      |                  |   |   |   |   |
| Its:                      | V.P.                  |   | Its: | VP Finance & Treasurer |   |
|                      |                  |   |   |   |   |
| 1-18-06                   |                  | Michael A. Donahue |
| Date Executed             | Please Print Name     |   |
|                      |                  |   |
|                      |                  | 12/30/05 |   |
|                      |                  | Date Executed |   |
|                      |                  |   |   |
|                      |                  | Witness to the signature of Tenant if not incorporated. |
|                           |                       |  |  |  |  |  |  |  |

 

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EXHIBIT 1

 

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EXHIBIT 2

 

 

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