Exhibit
10.16.2


 


SECOND
AMENDMENT TO OFFICE LEASE


This Second
Amendment to Office Lease (this “Second Amendment”) is made and entered
into by and between EOS ACQUISITION I, LLC, a
Delaware limited liability company (“Landlord”) and
successor-in-interest to Parkside Salt Lake Corporation, a Delaware corporation
(“Original Landlord”), and ESCHELON
TELECOM, INC., a Delaware corporation f/k/a Advanced
Telecommunications, Inc. (the “Tenant”), effective on and as of the date
on which Landlord executes this Second Amendment, as set forth on the signature
page hereto (the “Effective Date”).


WITNESSETH


WHEREAS, Landlord
(or its predecessor-in-interest) and Tenant entered into that certain Office
Lease dated December 28, 1999 (the “Original Lease”), as subsequently amended
by that certain Amendment to Lease dated April 28, 2005 (the “First
Amendment”) (the Original Lease, as amended by the First Amendment, being
hereinafter collectively referred to as the “Lease”) pursuant to which
Landlord leases to Tenant certain premises containing approximately 18,669
square feet of Rentable Area designated as Suites 110, 280 and 380 in the
building commonly known as the Parkside Tower Building (the “Building”)
having an address of 215 South State Street, Salt Lake City, Utah (the “Existing
Premises”); and


WHEREAS, Landlord
and Tenant desire to further expand the size of the Premises and amend certain
terms and provisions of the Lease, all as more particularly provided
hereinbelow;


NOW, THEREFORE,
pursuant to the foregoing, and in consideration of the mutual covenants and
agreements contained in the Lease and herein, the Lease is hereby modified and
amended as set out below:


1. Defined
Terms. All capitalized terms used herein shall have the same meaning as
defined in the Lease, unless otherwise defined in this Second Amendment.


2. Expansion of
Premises. Effective on and as of the date (the “Second Expansion
Commencement Date”) which is the earlier of (i) the date that the Second
Expansion Improvements are Substantially Completed, or (ii) the date the Second
Expansion Improvements would have been Substantially Completed except for
Tenant Delays, or (iii) the date that Tenant, or any person occupying any of
the Second Expansion Premises with Tenant’s permission, commences business
operations from any portion of the Second Expansion Premises, or (iv) October
1, 2006, and continuing through the expiration of the term of the Lease
(currently scheduled to expire on July 14, 2012), the Premises shall be
expanded to include (i) an additional approximately 1,000 square feet of
Rentable Area to be added to the portion of the Premises designated as Suite
100 in the Building and more fully shown and described on the floor plan
attached hereto as Exhibit A and made a part hereof for all purposes
(the “Suite 110 Expansion Space”), and (ii) an additional approximately
2,400 square feet of Rentable Area, designated as Suite 101 in the Building,
and more fully shown and described on the floor plan attached hereto as Exhibit
B and made a part hereof for all purposes (the “Suite 101 Expansion
Space”) (the Suite 110 Expansion Space and the Suite 101 Expansion Space
being collectively sometimes referred to herein as the “Second Expansion
Premises”). Landlord and Tenant hereby



 1
 









 


acknowledge and agree
that, commencing on the Second Expansion Commencement Date and continuing
throughout the remainder of the term of the Lease, the Premises (inclusive of
the Existing Premises and the Second Expansion Premises) shall be deemed to
consist of approximately 22,069 square feet of Rentable Area in the Building.
As used in this Paragraph 2’ the terms “Second Expansion Improvements”
and “Substantial Completion” or “Substantially Completed” and “Tenant
Delay” are defined in the attached Exhibit C Work Letter. Upon the
occurrence of the Second Expansion Commencement Date, Landlord and Tenant agree
to execute a written confirmation of the actual date corresponding to the
Second Expansion Commencement Date.


Landlord and Tenant
understand and agree that the expansion of the Premises to include the Suite
110 Expansion Space satisfies the expansion option granted to Tenant in Paragraph
8 of the First Amendment, and, accordingly, Paragraph 8 of the First
Amendment is hereby deleted in its entirety and is of no further force or
effect.


3. Basic Annual
Rent. Effective on and as of the Second Expansion Commencement Date (“SECD”)
and continuing through the remainder of the existing term of the Lease
(scheduled to expire on July 14, 2012), the Basic Annual Rent payable with
respect to the Suite 110 Expansion Space and the Suite 101 Expansion Space
shall be as follows (it being understood and agreed that the Basic Annual Rent
payable with respect to the Existing Premises shall remain as set forth in Paragraph
4 of the First Amendment):


	
  Suite

  Number

  (or space)

  	
   

  	
  Total

  Rentable

  Square

  Feet

  	
   

  	
  Period

  	
   

  	
  Annual Base

  Rent per

  Square Foot

  	
   

  	
  Monthly

  Base Rent

  	
   

  	
  Annual Base

  Rent

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Suite 110
  Expansion Space

  	
   

  	
  1,000

  	
   

  	
  SECD-7/14/07

  	
   

  	
  $

  	
  12.88

  	
   

  	
  $

  	
  1,073.33

  	
   

  	
  $

  	
  12,880.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  07/15/07-07/14/08

  	
   

  	
  $

  	
  13.27

  	
   

  	
  $

  	
  1,105.83

  	
   

  	
  $

  	
  13,270.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  07/15/08-07/14/09

  	
   

  	
  $

  	
  13.67

  	
   

  	
  $

  	
  1,139.17

  	
   

  	
  $

  	
  13,670.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  07/15/09-07/14/10

  	
   

  	
  $

  	
  14.08

  	
   

  	
  $

  	
  1,173.33

  	
   

  	
  $

  	
  14,080.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  07/15/10-07/14/11

  	
   

  	
  $

  	
  14.50

  	
   

  	
  $

  	
  1,208.33

  	
   

  	
  $

  	
  14,500.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  07/15/11-07/14/12

  	
   

  	
  $

  	
  14.94

  	
   

  	
  $

  	
  1,245.00

  	
   

  	
  $

  	
  14,940.00

  	
   

  



 



 2
 









 


	
    

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Suite 101
  Expansion Space

  	
   

  	
  2,400

  	
   

  	
  SECD-09/30/07

  	
   

  	
  $

  	
  23.00

  	
   

  	
  $

  	
  4,600.00

  	
   

  	
  $

  	
  55,200.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  10/01/07-09/30/08

  	
   

  	
  $

  	
  23.69

  	
   

  	
  $

  	
  4,738.00

  	
   

  	
  $

  	
  56,856.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  10/01/08-09/30/09

  	
   

  	
  $

  	
  24.40

  	
   

  	
  $

  	
  4,880.00

  	
   

  	
  $

  	
  58,560.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  10/01/09-09/31/10

  	
   

  	
  $

  	
  25.13

  	
   

  	
  $

  	
  5,026.00

  	
   

  	
  $

  	
  60,312.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  10/01/10-09/30/11

  	
   

  	
  $

  	
  25.88

  	
   

  	
  $

  	
  5,176.00

  	
   

  	
  $

  	
  62,112.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  10/01/11-07/14/12

  	
   

  	
  $

  	
  26.66

  	
   

  	
  $

  	
  5,332.00

  	
   

  	
  $

  	
  63,984.00

  	
   

  



 


4. Additional
Rent. Effective on and as of the Second Expansion Commencement Date, Tenant’s
Percentage, to be used in calculating Tenant’s Share of Direct Expenses payable
as Additional Rent in accordance with the provisions of Section 3 of the
Lease (as heretofore amended), shall be amended and shall be equal to 11.6084%
(22,069 rsf/190,112 rsf).


5. Parking.
Notwithstanding anything in the Lease to the contrary, commencing on the Second
Extension Commencement Date and continuing thereafter through the expiration of
the Extension Period, Tenant shall have the right to use four (4) covered
reserved parking spaces at a rate of $85.00 per space per month in locations
designated by Landlord, twenty-six (26) covered unreserved parking spaces at a
rate of $65.00 per space per month in locations designated by Landlord, fifteen
(15) unreserved spaces on the surface lot adjacent to the Building at a rate of
$18.00 per space per month, and one (1) reserved space in the Building
contractor lot at no charge to Tenant.


6. Condition of
the Premises. Tenant is currently in possession of the Existing Premises
and Tenant agrees to accept the Existing Premises and the Second Expansion
Premises in their existing “AS-IS”, “WHERE-AS” and “WITH ALL FAULTS” condition
throughout the expiration of the Extension Period and Landlord shall have no
obligations whatsoever to perform any improvements or refurbishments thereto
throughout the remainder of the Extension Period; provided, however,
notwithstanding the foregoing to the contrary, (i) Landlord agrees, at its sole
cost and expense, to perform the Suite 110 Expansion Improvement (as defined in
Exhibit “C” attached hereto) in the Suite 110 Expansion Space, and (ii)
subject to the terms of Exhibit “C” attached hereto, Landlord agrees to
provide Tenant with an improvement allowance of up to Thirty-Nine Thousand Two
Hundred Twenty and No/100 Dollars ($49,025.00) (the “Second Expansion
Allowance”) to be applied to the cost of performing the Suite 101 Expansion



 3
 









 


Improvements (as said
term is defined on Exhibit “C” attached hereto) in the Suite 101
Expansion Space in accordance with and subject to the terms of said Exhibit “C”.


7. Termination
of Cancellation Option. Landlord and Tenant hereby agree that cancellation
option set forth in Paragraph 9 of the First Amendment is hereby
terminated, deleted in its entirety and is of no further force or effect.


8. Broker.
Tenant warrants that it has had no dealings with any broker or agent other than
CB Richard Ellis, Inc. (“Broker”) in connection with the negotiation or
execution of this Second Amendment, and Tenant agrees to indemnify Landlord and
hold Landlord harmless from and against any and all costs, expenses or
liability for commissions or other compensations or charges claimed by any
broker or agent, other than Broker, with respect to this Second Amendment or
the transactions evidenced hereby.


9. Miscellaneous.
With the exception of those terms and conditions specifically modified and
amended herein, the herein referenced Lease shall remain in full force and
effect in accordance with all its terms and conditions. In the event of any
conflict between the terms and provisions of this Second Amendment and the
terms and provisions of the Lease, the terms and provisions of this Second
Amendment shall supersede and control.


10. Counterparts/Facsimile
Signatures. This Second Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, and all of such counterparts shall
constitute one agreement. To facilitate execution of this Second Amendment, the
parties may execute and exchange facsimile counterparts of the signature pages
and facsimile counterparts shall serve as originals.


 


[SIGNATURE PAGE TO FOLLOW]



 4
 









 


SIGNATURE PAGE OF
SECOND AMENDMENT TO OFFICE LEASE

BY AND BETWEEN

EOS ACQUISITION I, LLC, AS LANDLORD

AND

ESCHELON TELECOM, INC., AS TENANT


IN WITNESS
WHEREOF, the parties hereto have executed this Second Amendment on the
respective dates set forth below to be effective for all purposes, however, as
of the Effective Date set forth above.


 


	
  

  	
  LANDLORD:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EOS ACQUISITION I, LLC,

  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  KBS Realty Advisors, LLC,

  
	
   

  	
   

  	
  a Delaware limited liability company

  as agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David L. Kray

  	
   

  
	
   

  	
   

  	
   

  	
  David L. Kray,

  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
    10/5/, 2006

  	
   

  
								



 


 


	
  

  	
  TENANT:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ESCHELON TELECOM, INC.,

  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael A Dorchin

  	
   

  
	
   

  	
  Name:

  	
  Michael A Dorchin

  	
   

  
	
   

  	
  Title:

  	
  VP Finance & Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
  9/29, 2006

  	
   

  
					



 



 5















EXHIBIT
A


FLOOR
PLAN OF THE SUITE 110 EXPANSION SPACE


[ATTACHED]



 A-1














 



















EXHIBIT
B


FLOOR
PLAN OF THE SUITE 101 EXPANSION SPACE


[ATTACHED]



 B-1














 





 
















EXHIBIT C


WORK LETTER


THIS
WORK LETTER is attached as Exhibit C to the Second
Amendment to Office Lease between EOS
ACQUISITION I, LLC, a Delaware limited liability company, as
Landlord, and ESCHELON TELECOM, INC., a
Delaware corporation, as Tenant, and constitutes the further agreement between
Landlord and Tenant as follows:


(a)           Second
Expansion Improvements.


                (i)            Landlord agrees to furnish or
perform, at Landlord’s sole cost and expense, those items of construction and
those improvements to the Suite 110 Expansion Space described and depicted on
the plans attached as Schedule 1 to this Exhibit C (the “Suite
110 Expansion Improvements”).


                (ii)           Landlord, at Tenant’s sole cost and
expense, agrees to furnish or perform those items of construction and those improvements
to the Suite 101 Expansion Space (the “Suite 101 Expansion Improvements”)
specified in the Final Plans to be agreed to by Landlord and Tenant as set
forth in Paragraph (b) below; provided, however, Landlord shall pay for
the cost of such Suite 101 Expansion Improvements up to the extent of Second
Expansion Allowance as set forth in Paragraph (e) below.


                (iii)          The Suite 110 Expansion Improvements
and the Suite 101 Expansion Improvements are hereinafter sometimes referred
collectively as the “Second Expansion Improvements”.


(b)           Space Planner.  Landlord has retained a space planner (the “Space
Planner”) to prepare certain plans, drawings and specifications (the “Temporary
Plans”) for the construction of Suite 101 Expansion Improvements to be
installed in the Suite 101 Expansion Space by a general contractor selected by
Landlord pursuant to this Work Letter. Tenant shall deliver to Space Planner
within ten (10) days after the execution of this Second Amendment all necessary
information required by the Space Planner to complete the Temporary Plans.
Tenant shall have five (5) business days after its receipt of the proposed
Temporary Plans to review the same and notify Landlord in writing of any
comments or required changes, or to otherwise give its approval or disapproval
of such proposed Temporary Plans. If Tenant fails to give written comments to
or approve the Temporary Plans within such five (5) business day period, then
Tenant shall be deemed to have approved the Temporary Plans as submitted.
Landlord shall have five (5) business days following its receipt of Tenant’s
comments and objections to redraw the proposed Temporary Plans in compliance
with Tenant’s request and to resubmit the same for Tenant’s final review and
approval or comment within five (5) business days of Tenant’s receipt of such
revised plans. Such process shall be repeated twice and if at such time final
approval by Tenant of the proposed Temporary Plans has not been obtained, then
Landlord shall complete such Temporary Plans, at Tenant’s sole cost and
expense, and it shall be deemed that Tenant has approved the Temporary Plans.
Once Tenant has approved or has been deemed to have approved the Temporary
Plans, then the approved (or deemed approved) Temporary Plans shall



 C-1
 









be thereafter known as
the “Final Plans”. The Final Plans shall include the complete and final layout,
plans and specifications for the Suite 101 Expansion Space showing all doors,
light fixtures, electrical outlets, telephone outlets, wall coverings, plumbing
improvements (if any), data systems wiring, floor coverings, wall coverings,
painting, any other improvements to the Suite 101 Expansion Space beyond the
shell and core improvements provided by Landlord and any demolition of existing
improvements in the Suite 101 Expansion Space. The improvements shown in the
Final Plans shall (i) utilize Landlord’s building standard materials and
methods of construction, (ii) be compatible with the shell and core
improvements and the design, construction and equipment of the Suite 101
Expansion Space, and (iii) comply with all applicable laws, rules, regulations,
codes and ordinances.


(c)           Bids.  As soon as practicable following the approval
of the Final Plans, Landlord shall (i) obtain a written non-binding itemized
estimate of the costs of all Suite 101 Expansion Improvements shown in the
Final Plans as prepared by a general contractor selected by Landlord, and (ii)
if required by applicable law, codes or ordinances, submit the Final Plans to
the appropriate governmental agency for the issuance of a building permit or
other required governmental approvals prerequisite to commencement of
construction of such Suite 101 Expansion Improvements (“Permits”).
Tenant acknowledges that any cost estimates are prepared by the general
contractor and Landlord shall not be liable to Tenant for any inaccuracy in any
such estimate. Within five (5) business days after receipt of the written
non-binding cost estimate prepared by the general contractor, Tenant shall
either (A) give its written approval thereof and authorization to proceed with
construction or (B) immediately request the Space Planner to modify or revise
the Plans in any manner desired by Tenant to decrease the cost of the Suite 101
Expansion Improvements. If Tenant is silent during such five (5) business day
period, then Tenant shall be deemed to have approved such non-binding cost
estimate as set forth in Clause (A) above. If the Final Plans are revised
pursuant to Clause (B) above, then Landlord shall request that the general
contractor provide a revised cost estimate to Tenant based upon the revisions
to the Final Plans. Such modifications and revisions shall be subject to
Landlord’s reasonable approval and shall be in accordance with the standards
set forth in Paragraph (b) of this Work Letter. Within ten (10) business
days after receipt of the general contractor’s original written cost estimate
and the description, if any, of any Tenant Delay, Tenant shall give its final
approval of the Final Plans to Landlord which shall constitute authorization to
commence the construction of the Suite 101 Expansion Improvements in accordance
with the Final Plans, as modified or revised. Tenant shall signify its final
approval by signing a copy of each sheet or page of the Final Plans and
delivering such signed copy to Landlord.


(d)           Construction.  Landlord shall commence construction of the
Suite 101 Expansion Improvements within ten (10) days following the later of
(i) the approval of the Final Plans, or (ii) Landlord’s receipt of any
necessary Permits. Landlord shall diligently pursue completion of construction
of the Suite 101 Expansion Improvements and use its commercially reasonable
efforts to complete construction of the Suite 101 Expansion Improvements as
soon as reasonably practicable. Notwithstanding anything in this Second
Amendment or in this Work Letter to the contrary, Second Expansion Allowance,
as specified in Paragraph 6 of this Second Amendment, shall be used only
for the construction of the Suite 101 Expansion Improvements, and if construction
of the Suite 101 Expansion Improvements is not completed within three (3)
months following the Effective Date of this Second Amendment (“Construction
Termination Date”), then Landlord’s obligation to provide the Second
Expansion Allowance, as specified in



 C-2
 









Paragraph 6
of this Second Amendment, shall terminate and become null and void, and Tenant
shall be deemed to have waived its rights in and to said Second Expansion
Allowance.


(e)           Second Expansion Allowance.  Subject to the terms and provisions of this
Work Letter, Landlord shall pay the cost of the Suite 101 Expansion
Improvements (“Work”) up to the amount of the Second Expansion
Allowance. If the amount of the lowest qualified bid to perform the Work
exceeds the Second Expansion Allowance, Tenant shall bear the cost of such
excess and shall pay the estimated cost of such excess to Landlord prior to
commencement of construction of such Suite 101 Expansion Improvements and a
final adjusting payment based upon the actual costs of the Suite 101 Expansion
Improvements shall be made when the Second Expansion Improvements are
completed. If the cost of the Work is less than such amount, then Tenant shall
not receive any credit whatsoever for the difference between the actual cost of
the Work and Second Expansion Allowance. All remaining amounts due to Landlord
shall be paid upon the earlier of Substantial Completion of the Suite 101
Expansion Improvements or presentation of a written statement of the sums due,
which statement may be an estimate of the cost of any component of the Work.
The cost of the permits, working drawings, hard construction costs, mechanical
and electrical planning, fees, permits, general contract overhead, and a
coordination fee payable to Landlord equal to five percent (5%) of the actual
costs of construction and such costs or permits, fees, planning and contractor
overhead shall be payable out of the Second Expansion Allowance and shall be
included in the cost of the Work. The cost of the Work shall not include any
other fees payable to Landlord.


(f)            Change Order.  If Tenant shall desire any changes to the
Final Plans, Tenant shall so advise Landlord in writing and Landlord shall
determine whether such changes can be made in a reasonable and feasible manner.
Any and all costs of reviewing any requested changes, and any and all costs of
making any changes to the Suite 101 Expansion Improvements which Tenant may
request and which Landlord may agree to shall be at Tenant’s sole cost and
expense and shall be paid to Landlord upon demand and before execution of the
change order. In no event shall Landlord be obligated to perform any Suite 101
Expansion Improvements which would extend the construction period past the
Construction Termination Date, unless such extension was mutually agreed to in
writing by Landlord and Tenant prior to the commencement of said construction.
If Landlord approves Tenant’s requested change, addition, or alteration, the
Space Planner, at Tenant’s sole cost and expense, shall complete all working
drawings necessary to show the change, addition or alteration being requested
by Tenant.


(g)           Substantial Completion.  “Substantial Completion” of
construction of the Second Expansion Improvements shall be defined as the date
upon which the Space Planner or other consultant engaged by Landlord determines
that the Second Expansion Improvements have been substantially completed except
for Punch List items (defined below), unless the completion of such
improvements was delayed due to any Tenant Delay (defined below), in which case
the date of Substantial Completion shall be the date such improvements would
have been completed, but for the Tenant Delays. The term “Punch List”
items shall mean items that constitute minor defects or adjustments which can
be completed after occupancy without causing any material interference with
Tenant’s use of the Second Expansion Premises. After the completion of the
Second Expansion Improvements, Tenant shall, upon demand, execute and deliver
to Landlord a letter of acceptance of improvements performed on the Second
Expansion Premises. The term “Tenant Delay” shall include, without
limitation, any delay in the completion of construction of



 C-3
 









Second Expansion
Improvements resulting from (i) Tenant’s failure to comply with the provisions
of this Work Letter, (ii) any additional time as reasonably determined by
Landlord required for ordering, receiving, fabricating and/or installing items
or materials or other components of the construction of Second Expansion
Improvements, including, without limitation, mill work, (iii) delay in work
caused by submission by Tenant of a request for any change order (defined
below) following Tenant’s approval of the Final Plans, or for the
implementation of any change order, or (iv) any delay by Tenant in timely
submitting comments or approvals to the Temporary Plans or Final Plans. The
failure of Tenant to take possession of or to occupy the Second Expansion
Premises (or any portion thereof) shall not serve to relieve Tenant of
obligations arising on the Second Expansion Commencement Date or delay the
payment of rent or other sums payable by Tenant under and as set forth in the
Lease.



 C-4














SCHEDULE 1 TO EXHIBIT “C”


DESCRIPTION OF SUITE 110 EXPANSION IMPROVEMENTS


[ATTACHED]



 C-1






























	
  BROKERAGE
  SERVICES
 Office Buildings

   

   

   

   

   

  July 21, 2006



  	
  CBRE

  CB RICHARD ELLIS

  CB Richard Ellis

  2755 East Cottonwood Parkway

  Suite 100

  Salt Lake City, UT 84121

  T 801 947 3925

  F 801 947 3954

  scott.wilmarth@cbre.com

   

  Scott
  Wilmarth

  Senior Vice President

  Office Buildings/Corporate

  Services

  



Mr. Phil Sparks

Eschelon Telecom, Inc.

7007 SW Cardinal Lane, Suite 135

Portland, OR 97224


RE:         LEASE PROPOSAL FOR ESCHELON TELECOM AT
THE PARKSIDE TOWER


Dear Phil:


On behalf of the Parkside
office building, we would like to thank you for your patience over the last few
months as we have worked through the sale of the building. Eschelon Telecom is
a valued tenant of the Parkside Tower and we are excited about the prospect of
expanding their presence in the building.


	
  Landlord:

  	
  Parkside Salt Lake Corporation

  
	
   

  	
   

  
	
  Tenant:

  	
  Eschelon Telecom, Inc.

  
	
   

  	
   

  
	
  Proposed Premises:

  	
  Eschelon Telecom currently occupies Suite 110 (1,150
  RSF) on the first floor. This suite will be increased in size by
  approximately 1,000 RSF. The new total will be 2,150 RSF. 

  This proposal addresses Eschelon Telecom lease of the remaining balance of
  the first floor, which consists of approximately 2,400 RSF.

  
	
   

  	
   

  
	
  Term:

  	
  Five (5) years and eleven (11) months.

  
	
   

  	
   

  
	
  Commencement:

  	
  October 1, 2006 or upon substantial completion of
  Tenant Improvements. Fidelity Investments currently leases the space through
  8/31/06.

  
	
   

  	
   

  
	
  Base Rent:

  	
  Suite 110; $12.88 per rentable square foot, Full
  Service. The lease rate will increase annually by 3% on the anniversary of the
  Master Lease which is August 31st. 

   

  Suite 101; $23.00 per rentable square foot, Full
  Service. The lease rate will increase 3% annually.

  
	
   

  	
   

  
	
  Tenant Improvement

  	
   

  
	
  Allowance:

  	
  Per the terms of the Master Lease, the Landlord
  agrees to deliver the expansion of Suite 110 in the same condition as the
  original premises.

  



 











Lease Proposal 

July 21, 2006


	
  

  	
  For Suite 101, the Landlord agrees to provide a
  Tenant Improvement Allowance equal to $20.00/USF ($25 x 1,961 = $49,025.00).

  
	
  Cancellation of 

  	
   

  
	
  Termination Right:

  	
  Tenant agrees to cancel any termination right as
  outlined in existing master lease.

  
	
   

  	
   

  
	
  Access:

  	
  Shall be 24 hours / 7 days.

  
	
   

  	
   

  
	
  Parking:

  	
  The Tenant shall have the right to increase their
  parking allocation by up to six (6) unreserved parking stalls at the then
  current rate for the building.

  
	
   

  	
   

  
	
  A.D.A. Compliance:

  	
  All tenant, core and shell improvements shall be in
  full compliance with the American Disabilities Act and the responsibility of
  the Landlord.

  
	
   

  	
   

  
	
  Representation:

  	
  CB Richard Ellis represents the Landlord in this
  transaction.

  



If this proposal is of
interest to you, we are prepared to continue provide professional space
planning and interior design services to assess your physical needs, and help
you understand how the building can accommodate your requirements.


This
letter/proposal is intended solely as a preliminary expression of general
intentions and is to be used for discussion purposes only. The parties intend
that neither shall have any contractual obligations to the other with respect
to the matters referred herein unless and until a definitive agreement has been
fully executed and delivered by the parties. The parties agree that this
letter/proposal is not intended to create any agreement or obligation by either
party to negotiate a definitive lease/purchase and sale agreement and imposes
no duty whatsoever on either party to continue negotiations, including without
limitation any obligation to negotiate in good faith or in anyway other than at
arm’s length. Prior to delivery of a definitive executed agreement, and without
any liability to the other party, either party may (1) propose different terms
from those summarized herein, (2) enter into negotiations with other parties
and/or (3) unilaterally terminate all negotiations with the other party hereto.


	
  Sincerely,

  	
   

  
	
   

  	
   

  
	
   CB RICHARD
  ELLIS

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Scott Wilmarth

  	
   

  	
   

  
	
  Scott Wilmarth

  	
   

  
			



 


	
  Cc:

  	
  David Cook

  
	
   

  	
  David Kray

  
	
   

  	
  Peter Mette

  
	
   

  	
  Douglas Rush

  
	
   

  	
  Aaron Jones

  



 











Lease Proposal 

July 21, 2006


	
  ACCEPTED THIS 15th DAY OF August, 2006.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  For:

  	
  Eschelon Telecom, Inc.

  	
   

  	
   

  	
   

  
	
   

  	
  TENANT

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Michael A. Dorchin 

  	
   

  	
   

  	
   

  
	
   

  	
  Michael A. Dorchin

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Its:

  	
  VP Finance & Treasurer