EXHIBIT
10.21.1


 


LEASE EXTENSION AND ASSIGNMENT
AGREEMENT


 


THIS LEASE EXTENSION AND ASSIGNMENT AGREEMENT (this “Agreement”) is
made this 6th day of June, 2001 by and between U.S. BANK, N.A.,
TRUSTEE OF THE CONDON TRUST (“Landlord”); SHARED COMMUNICATIONS SERVICES, INC.,
an Oregon corporation (“Assignor”); and ADVANCED TELCOM, INC., a Delaware,
corporation (“Assignee”).


 


RECITALS:


 


A.            Landlord,
as landlord, and Assignor, as tenant, are parties to that certain lease dated March 1,
1996 (the “Lease”).  The property subject
to the Lease consists of a 9,760 square foot, 1 story commercial building
located at 810 S.E. Belmont, Portland, Oregon consisting of approximately 5,020
square feet of warehouse space and 4,740 square feet of office space (the “Premises”).


 


B.            Assignor
desires to assign all of its right, title and interest in and to the Lease to
Assignee, and Assignee desires to accept such assignment and assume Assignor’s
obligations under the Lease, subject to the terms and conditions of this
Agreement.


 


NOW, THEREFORE, for valuable consideration, the parties agree as
follows:


 


1.             Landlord’s
Consent.  Landlord hereby consents to Assignor’s
assignment of its interest in the Lease to Assignee, subject to the terms and
conditions set forth in this Agreement.  Landlord’s
consent is given in reliance on the following representations and warranties
given by Assignor and Assignee:


 


(a)           Assignee owns one hundred percent (100%) of the issued and
outstanding shares of Assignor.


 


(b)           The financial condition of Assignee is represented, in
material respects, by those certain Consolidated Financial Statements of
Advanced TelCom


 


LEASE
EXTENSION AND ASSIGNMENT AGREEMENT


 


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Group, Inc. and Subsidiaries for December 31,
2000 and 1999 with Independent Auditor’s Report Thereon and Notes Thereto (the “Financial
Statement”) as modified in the manner set forth in the letter dated May 25,
2001 from Eric Russell, Advanced TelCom Group, Inc.’s controller, provided
to Landlord on or about May 25, 2001, and Assignee’s financial condition
is not materially worse on the date hereof than the condition shown in the
Financial Statement.


 


2.             Assignment of
Lease.  Assignor hereby assigns, transfers and
conveys to Assignee all of Assignor’s right, title and interest in and to the
Lease.


 


3.             Acceptance and
Assumption.  Assignee hereby accepts the
above assignment by Assignor and assumes all responsibility and liability for
performance of Assignor’s obligations under the Lease.


 


4.             Assignor’s and
Assignee’s Liability.  Assignor and Assignee shall at
all times be and remain fully, unconditionally, jointly and severally liable
for the performance of all the duties and obligations of Assignor under the
Lease, regardless of any amendment, assignment or sublease thereof.


 


5.             Extension Term.  The term of the Lease shall be extended for a period of five
(5) years, commencing March 1, 2001, and expiring February 28,
2006 (the “Extension Term”).


 


6.             Rental Rate.  During the Extension Term, the monthly base rent shall be
$6,421.00, subject to the CPI adjustment provided for in Section 7 of this
Agreement.  Tenant shall pay Landlord an
amount equal to the difference between the monthly base rent set forth herein
and the monthly base rent paid by Tenant during the period beginning March 1,
2001, and continuing to the date of this Agreement, and such payment shall be
due and payable on the same date as Tenant’s first monthly base rent payment
under this Agreement.


 


7.             CPI Adjustment.  On March 1, 2004, the monthly base rent shall be
increased by an amount (the “Adjustment Amount”) determined by multiplying the
then-current monthly base rent by a fraction, the numerator of which shall be
the “CPI,” as defined below, for the month of February 2004, and the
denominator of which shall be the CPI for the month of February 2001.


 


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The Adjustment Amount shall not exceed
fifteen percent (15%) of the monthly base rent for February 2004.  The adjusted monthly base rent shall commence
on March 1, 2004, and apply to the remainder of the Extension Term.  If the resulting monthly base rent is less
than the monthly base rent for February 2004, no downward adjustment shall
be made, i.e., the monthly base rent for February 2004 shall continue to
be paid for the remainder of the Extension Term.  Landlord shall notify Tenant of a CPI
increase pursuant to the above calculation by delivering a written statement
setting forth the index for the base CPI year, the index for the applicable
comparison CPI year, the percentage CPI increase, and the monthly base rent
payable by Tenant.  If Landlord’s notice
is given after the effective date of a CPI increase, Tenant shall nevertheless
be obligated to pay the increased monthly base rent from the effective date of
the CPI increase within ten (10) days of Landlord’s notice.  As used in this Section 7, the term “CPI”
shall mean the United States Department of Labor, Bureau of Labor Statistics
Consumer Price Index, All Items, 1982-84 = 100, United States City Average, All
Urban Consumers.


 


8.             No Waiver.  This Agreement shall not be deemed a waiver of any
restrictions contained in the Lease concerning further assignment, sublease or
hypothecation of the Lease.


 


9.             Governing Law.  This Agreement shall be construed and enforced in accordance
with the laws of the state of Oregon.


 


10.           Attorney Fees.  If any party to this Agreement breaches any term of this
Agreement, the other parties shall be entitled to recover all costs and
expenses, including reasonable attorney fees, incurred to enforce the terms of
this Agreement, whether or not suit is filed, including such costs or fees as
may be awarded at trial, in arbitration, or in bankruptcy proceedings, and in
any appeal of such suit or action.


 


11.           Successors and
Assigns.  This Agreement shall be binding
on and inure to the benefit of the parties hereto and their successors and
assigns.


 


12.           Time of Essence.  Time is of the essence for each and every provision of this
Agreement.


 


13.           Entire
Agreement/Effect of Agreement.  This Agreement sets out the
entire understanding of the parties with respect to its subject matter and
supersedes any and all prior


 


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understandings and agreements, whether
written or oral, between the parties with respect to such subject matter.  Except as specifically modified by this
Agreement, the terms of the Lease shall continue in full force and effect.


 


	
  LANDLORD:

  	
   

  	
  ASSIGNOR:

  
	
   

  	
   

  	
   

  
	
  U.S. BANK, N.A., TRUSTEE OF THE

  CONDON TRUST

  	
   

  	
  SHARED COMMUNICATIONS

  SERVICES, INC., an Oregon

  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/John Wagner

  	
   

  	
   

  	
  By:

  	
  /s/ Robert T. Warstler

  	
   

  
	
   

  	
   

  	
   

  
	
  John Wagner, Vice President

  	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  6/08/01

  	
   

  	
   

  	
  Date:

  	
  6/7/01

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ASSIGNEE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ADVANCED TELCOM, INC., a

  Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Robert T. Warstler

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
  6/7/01

  	
   

  
												



 


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