EXHIBIT 10.11.1


 


BAKER
CENTER 

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 hereby
agree as follows:


 


1.         In this Amendment of Lease:


 


(a)       “Buildings” means Investors and Roanoke Buildings located
in the city of Minneapolis.


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


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


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


 


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


 


3.01       “Term. Notwithstanding Articles 3.02 and 3.03, the
term of this Lease shall be nine (9) years six (6) months, beginning on the
first day of the month of December, 2003 and
ending 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 4.01
of the lease is deleted and the following substituted therefore.


 


4.01       “Annual Rent” Tenant shall pay to Landlord as Annual Rent
for 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

  	
   

  






 


1

















 


Payable in advance and
without notice in monthly installments (each equal to one-twelfth of the Annual
Rent) on the Commencement Date and on the first day of each calendar month
thereafter during the Term.


 


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


 


ARTICLE 32.00 Additional Premises


 


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


 


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


 


32.03     “Rent” Tenant shall pay to Landlord as Annual Rent
for 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 and
without notice in monthly installments (each equal to one-twelfth of the Annual
Rent) on the Additional Premises Commencement Date and on the first day of each
calendar month thereafter during the Term.


 


32.04     “Occupancy
Costs” Tenant shall pay to Landlord, at the times and in the manner
provided in Article 4.06 of the Lease, the Occupancy Costs for the Additional
Premises, determined for the Building in which the Additional Premises are
located using Exhibit B-1 for Roanoke portion of Additional Premises and
Exhibit B-2 for Investors portion of Additional Premises.


 


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


 


ARTICLE 33.00 Landlord Work


 


33.01 “Landlord Work” Prior to the Additional
Premises Commencement Date, Landlord shall construct the Additional Premises in
accordance with the plans and specifications prepared by Tenant and approved by
Landlord, (“the Plans”) which when approved shall be referenced as Exhibit 4 of
this Amendment. Landlord shall contribute an amount equal to $18.00 per square
foot leased ($839,952.00) to offset the cost of the tenant improvements below
the ceiling and Tenants occupancy of the Additional Premises “Tenant
Improvement Allowance”. Landlord, at its expense, will install the ceiling to
accommodate the Plans including: a 2x2 ceiling grid, 2x2 acoustic ceiling
tiles, HVAC diffusers, sprinkler


 


2

















 


heads, 2x4 parabolic light
fixtures and life, fire and safety equipment in accordance with local building
codes per the Plans.


 


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


 


ARTICLE 34.00 Rent Abatement


 


34.01     “Rent
Abatement” Provided Tenant is not in default under the Lease, Tenant
shall not be responsible for the payment of Annual Rent and Occupancy Costs on
22,888 square feet of the Additional Premises for the initial two months of the
Term.


 


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


 


ARTICLE 35.00 Partial Surrender of Premises


 


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


 


35.02     Tenant shall promptly quit and surrender
possession of the Surrendered Premises to Landlord on the Surrender Date in
good order and condition, reasonable wear and tear and damage by fire other
casualty excepted. Any property of Tenant not removed from the Surrendered
Premises on or before the Surrender Date shall be and become the property of
the Landlord absolutely.


 


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


 


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


 


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


 


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


 


Except as specifically
provided herein, the terms and conditions of this Lease are confirmed and
continued in full force and effect.


 


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


 


3

















 


IN WITNESS OF THIS LEASE
Landlord 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


 





5


 

















 


EXHIBIT 2


 





 


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