EXHIBIT 10.20


 


YESTERDAY’S VILLAGE, INC./TRACK 29

LEASE AGREEMENT - COMMERCIAL PREMISES


 


THIS LEASE made this 30th day of September,
1999, by and between:  Avista
Communications of Washington, Inc. (hereinafter called Lessee) and
YESTERDAY’S VILLAGE INC., 115 West Yakima Avenue, Yakima, Washington, 98902,
(hereinafter called Lessor):


 


WITNESSETH:


 


1. PREMISES:  Lessor does hereby lease to Lessee, those
certain premises commonly known as


 


15 West Yakima Ave.
- Suite 230


 


2. TERMS:  The term of this Lease shall be for five (5) years
commencing the 1st day of October, 1999 and shall terminate the 30th day of
September, 2004 with an option to renew.


 


3. RENT:  Lessee covenants and agrees to pay Lessor, at
Lessor’s address, 115 West Yakima Avenue, Yakima, Washington 98902 monthly rent
in the amount of Five thousand dollars ($5,000), in advance on the first day of
each month of the lease term.  Lessor
hereby acknowledges receipt of Five thousand dollars ($5,000), for the first
month’s rent.  Rent paid after the fifth
of the month will incur a $100.00 late fee.  Any rents paid after the 10th of each month
will incur a late charge of $250.00.  Rent to be adjusted on the third year (3) based
on CPI index.


 


4. UTILITIES
AND FEES:  Lessee agrees to pay all
charges for light, heat, and services to the premises during the full term of
this lease.


 


5. REPAIRS AND
MAINTENANCE:  Premises have been
inspected and are accepted by Lessee in its present condition.  Lessee shall, at its own expense and at all
times, keep the premises neat, clean and in a sanitary condition, and keep and
use the premises in accordance with applicable laws, ordinances, rules,
regulations, and requirements of governmental authorities.  Lessee shall permit no waste, damage or injury
to the premises.


 


6. SIGNS AND
ALTERATIONS:  All signs or symbols,
alterations, additions, and improvements placed by Lessee on or about the
premises shall be subject to Lessor’s written approval, which approval shall
not unreasonably be withheld.  After
prior written consent of Lessor, Lessee may make alterations, additions and
improvements in said premises, at Lessee’s sole cost and expense.  Lessor may elect to require Lessee to remove
any such alterations, additions, or improvements upon termination of this lease
and at Lessee’s sole cost and expense.


 


7. LIENS AND
INSOLVENCY:  Lessee shall keep the
premises free from any liens arising out of any work performed for, materials
furnished to, or obligations incurred by Lessee, and shall hold Lessor harmless
against the same.  In the event Lessee
becomes insolvent, bankrupt, or if a


 


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receiver,
assignee or other liquidating officer is appointed for the business of Lessee,
Lessor, may cancel this Lease at its option.


 


8. SUBLETTING
OR ASSIGNMENT:  Lessee shall not sublet
the whole or any part of the premises, nor assign this Lease, without the
written consent of Lessor, which will not be unreasonably withheld.  This lease shall be assignable by operation of
law.


 


9. DAMAGE OR
DESTRUCTION:  In the event the premises
are rendered untenantable in whole or in part by fire, the elements, or other
casualty, Lessor shall notify Lessee, within thirty (30) days after such
casualty, that Lessor will undertake to rebuild or restore the premises, and
that such work can be completed within one hundred eighty (180) days from date
of such notice of intent.  If Lessor
cannot restore or rebuild the premises within the said one hundred eighty (180)
days, then the Lease may be terminated at Lessee’s option by written ten (10) days
notice to Lessor.  During the period of
untenantability, rent shall abate in the same ratio as the portion of the
premises rendered untenantable bears to the whole of the premises.


 


10. ACCIDENTS
AND LIABILITY:  Lessor or its agent shall
not be liable for any injury or damage to persons or property sustained by
Lessee or other, in and about the premises.  Lessee agrees to defend and hold Lessor and
its agents harmless from any claim, action and/or judgment for damages to
property or injury to persons suffered or alleged to be suffered on the
premises by any person, firm or corporation, unless caused by Lessor’s
negligence.


 


11. COSTS AND
ATTORNEY FEES:  If, by reason of any
default or breach on the part of either party in the performance of any of the
provisions of this Lease, a legal action is instituted, the losing party agrees
to pay all reasonable costs and attorney fees in connection therewith.  It is agreed that the venue of any legal
action brought under the terms of this Lessee may be in the county in which the
premises are situated.


 


12. SUBORDINATION:
 Lessee agrees that this Lease shall be
subordinate to any mortgages or deed of trust placed on the property described
in Exhibit A, provided, that in the event of foreclosure, if Lessee is not
then in default and agrees to attach to the mortgagee or beneficiary under deed
of trust, such mortgagee or beneficiary shall recognize Lessee’s right of
possession for the term of this Lease.


 


13. NO WAIVER
OF COVENANTS:  Any waiver by either party
of any breach hereof by the other shall not be considered a waiver of any
future similar breach.  This Lease
contains all the agreements between the parties; and there shall be no
modification of the agreements contained herein except by written instrument.


 


14. SURRENDER
OF PREMISES:  Lessee agrees, upon
termination of this Lease, to peacefully quit and surrender the premises
without notice, leave the premises neat and clean and to deliver all keys to
the premises to Lessor.  If Lessor elects
to require Lessee to remove alterations, additions or improvements made by
Lessee, the Lessee shall restore the premises to their previous condition, less
reasonable wear and tear.


 


15. BINDING ON HEIRS,
SUCCESSORS AND ASSIGNS:  The covenants
and agreements of this Lease shall be binding upon the heirs, executors, administrators,
successors and assigns of both parties hereto, except as hereinabove provided.


 


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16. USE:  Lessee shall use the premises for the purpose
of:    general
offices   and for no other purposes, without written
consent of Lessor.


 


17. NOTICE:  Any notice required to be given by either party
to the other shall be deposited in the United States mail, postage prepaid,
addressed to the Lessor at 1 West Yakima Avenue, Suite 1, Yakima,
Washington 98902 or to the Lessor at the same address or at such other address
as either party may designate to the other in writing from time to time.


 


18. RIDERS:  Riders, if any, attached hereto, are made a part
of this Lease by reference and are described as:


 


19. TIME IS OF
THE ESSENCE OF THIS LEASE.


 


20. If Lessee
is a corporation, each individual executing this Lease on behalf of said
corporation represents and warrants that he is duly authorized to execute and
deliver this Lease on behalf of said corporation in accordance with a duly
adopted resolution of The Board of Directors of said corporation or in
accordance with the by-laws of said corporation, and that this Lease is binding
upon said corporation in accordance with its terms.  If Lessee is a corporation, Lessee shall,
within thirty (30) days after execution of this Lease, deliver to lessor a
certified copy of a resolution of the Board of Directors of said corporation
authoring or ratifying the execution of this lease.


 


21. Lessee herein
holds Lessor harmless from any and all liability resulting from contamination
from hazardous waste or substances as a direct and proximate result of its use
or uses of the Premises as granted by this lease.  Lessor hereby holds Lessee harmless from and
against any and all liability from hazardous waste or substances introduced to
the Premises prior to or subsequent to Lessee’s occupancy, or by Lessor, their
employees, employer, contractors, invitees or agents, in, on or around the
Premises.  The determination of what
constitutes hazardous substances or hazardous wastes shall be in conformance
with current or future definitions hereof by any local, state or federal
government agency or by law.  The
obligations and covenants contained in this paragraph shall survive this lease.


 


IN WITNESS
WHEREOF, the parties hereto have hereunto set their hands the date first above
written,


 


	
  LESSOR:

  	
  LESSEE(S):

  
	
   

  	
   

  
	
   

  	
   

  	
    /s/ Gregory Green

  
	
   

  	
   

  
	
  BY:

  	
   

  	
   

  	
  BY:

  	
  Gregory Green

  
	
   

  	
   

  
	
  TITLE:

  	
   

  	
   

  	
  TITLE:

  	
  President & CEO

  
							



 


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ASSIGNMENT, ASSUMPTION AND CONSENT


 


Assignment of Lease


 


For valuable consideration, the receipt of
which is hereby acknowledged, the undersigned Avista Communications of
Washington, Inc., a Washington corporation (“Assignor”), hereby assigns
and transfers to Advanced TelCom Group, Inc., a Delaware corporation (“Assignee”),
all of its right, title and interest in and to those certain Leases dated September 30th,
1999 and November 16th, 1998, (the “Leases”) by and between
Yesterday’s Village, Inc., a Washington corporation (“Landlord”) and
Assignor, as Tenant, leasing those certain premises described as 15 West Yakima
Avenue, Suite 210, 230, Yakima, Washington 98902.  Assignor hereby agrees that this assignment
shall relieve Assignor of any liability or obligation under the Lease as of the
effective date of this Assignment                       ,
2001.


 


	
  Dated:

  	
   

  	
   

  	
  ASSIGNOR:

  	
  AVISTA COMMUNICATIONS OF

  
	
   

  	
   

  	
  WASHINGTON, INC.

  
	
   

  	
   

  	
  A Washington corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
							



 


Assumption of Lease


 


Assignee hereby accepts the foregoing
assignment effective                        ,
2001, and in consideration of Landlord’s consent thereto, Assignee agrees to be
bound by and to faithfully, timely and fully perform all of the terms and
conditions and agreements contained in the Leases, and to pay promptly all
rental and other payments thereunder of whatever nature.  Assignee warrants that it has read the Leases
which are made a part hereof by this reference, and assumes all of Assignor’s
duties and obligations under said Leases.  Assignee further understands and agrees that
Landlord’s consent to this assignment is not a consent to any subsequent
assignments.  This Assignment shall be
binding upon Assignor and shall inure to the benefit of Assignee and its
successors, heirs and assigns.


 


	
  Dated:

  	
   

  	
   

  	
  ASIGNEE:

  	
  ADVANCED TELCOM, INC.

  
	
   

  	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
							



 


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Consent


 


Landlord hereby consents to the foregoing
assignment by Assignor to Assignee of the Leases, on the condition that
Assignee will promptly pay all rents and other monies required under the Leases
and this assignment, and will perform all terms, covenants and conditions
therein to be performed by Tenant. 
Landlord’s consent contained herein does not in any way amend or modify
the Leases or any of Landlord’s rights or Tenant’s obligations thereunder.


 


	
  Dated:

  	
   

  	
   

  	
  LANDLORD:

  	
  YESTERDAY’S VILLAGE, INC.

  
	
   

  	
   

  	
  a Washington corporation

  
	
  Subject
  to rooftop antenna

  	
   

  	
   

  
	
  [illegible]
  price nego. Between the

  	
   

  	
   

  
	
  parties
  within 30 days herein

  	
   

  	
  By:

  	
    /s/ Del Matthews

  
	
   

  	
   

  	
  Title:

  	
  President, Yesterday’s Village

  
							



 


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