EXHIBIT 10.20.2


 


AMENDMENT TO
LEASE AGREEMENT


 


This Amendment to Lease Agreement (this “Agreement”)
is made by and between Yesterday’s Village, Inc. (hereinafter referred to
as “Lessor”) and Advanced Telcom, Inc. (“hereinafter referred to as “Lessee”).


 


W I T N E S S E T H :


 


WHEREAS, Lessee signed a Lease Agreement
dated September 30, 1999 (hereinafter known as the “September 1999
Lease”), for premises known as Suite 230 in the building located at 15
West Yakima Avenue Yakima, Washington 98902.  At some point in time, such suite either
became Suite 240 or Lessee relocated to Suite 240; and


 


WHEREAS, Lessee signed a Lease Agreement
dated November 16, 1999 (hereinafter known as the “November 1999
Lease”), for premises known as Suite 210 in the building located at 15
West Yakima Avenue, Yakima, Washington 98902.  At some point in time prior to March of
2003, Lessee and Lessor agreed to trade the use and access of Suite 210
for Suite 220; and


 


WHEREAS, Lessee and Lessor amended the September 1999
Lease and the November 1999 Lease in a document entitled Amended Lease
Agreement dated March 27, 2003 (hereinafter referred to as “Amendment 1”);
and


 


WHEREAS, Lessee and Lessor acknowledge that
the November 1999 Lease expired on September 30, 2004; and


 


WHEREAS, Lessor and Lessee have agreed to
extend the term of the September 1999 Lease; and


 


WHEREAS, in conjunction with the provision of
wholesale telecommunications and Internet services to certain other
telecommunications and Internet services providers, Lessor wishes to permit
such other service providers (“Collocation Services Customers”) to install
certain equipment in, and have access to, certain portions of Suite 240
and other common areas of the Building, as is reasonably necessary in
connection with such installed equipment; and


 


NOW THEREFORE,
it is agreed as follows:


 


1.               Lessee and
Lessor hereby agree that the November 1999 Lease expired on September 30,
2004 and Lessee surrendered Suite 220 to Lessor on September 30,
2004.  Lessee and Lessor further agree
that no additional payments for rent, as provided for in the November 1999
Agreement and Amendment 1, from Lessee to Lessor will accrue on September 30,
2004 and thereafter.


 


2.               Lessee and
Lessor hereby agree to extend the September 1999 Lease until September 30,
2014.  Lessee and Lessor further agree
that the monthly rent payment for Suite 240 for the remainder of the term
will be Five Thousand Five Hundred Dollars ($5,500.00)


 


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(hereinafter referred to as the “Monthly
Rent Payment”) each month.  During the
Calendar years 2007, 2009 and 2011, the Monthly Rent Payment will be adjusted,
on an annual basis, to reflect the previous annual percentage increase to the
Consumer Price Index, as may be published by the United States Department of
Labor, Bureau of Labor Statistics.  Lessee
and Lessor hereby agree that such increase will not exceed three percent (3%).


 


3.               Lessee and
Lessor acknowledge and agree that the terms and conditions of the September 1999
Lease have covered the activities of the Lessee and Lessor from October 1,
2004 until the date this amendment is executed by Lessee and Lessor.


 


4.               Notwithstanding
any provision to the contrary contained in the September 1999 Lease,
without any consent or prior approval of Lessor, and without any additional compensation
to Lessor, Lessee may:


 


a.                                       Select and approve Collocation
Services Customers;


 


b.                                      Prepare space within Suite 240
for installation of Collocation Services Customers’ equipment, including, but
not limited to, the Installation of cages and equipment racks in which the
equipment will be placed;


 


c.                                       Permit the installation of
Collocation Services Customers’ equipment In Suite 240;


 


d.                                      Provide telecommunications
network connections and services, electrical power and other services to
Collocation Services Customers within Suite 240;


 


e.                                       Provide Collocation Services
Customers with access to their equipment in Suite 240 24 hours per day, 7
days per week; and


 


f.                                         Provide Collocation Services
Customers with such other services as Lessee shall deem necessary or
appropriate in its sole discretion.


 


5.               Lessee
shall have the nonexclusive right to locate and maintain on the roof of that
certain building referred to by Lessor as “Building One” a communications tower
which is not more than twenty-five feet in height installed and the
nonexclusive right to run connecting lines or cables thereto.  Lessee shall also have to lease tower space
and services to others and to place, service and maintain equipment on the
communications tower.  Lessee shall not
make or cause to be made additional roof penetrations (other than those
penetrations which exist at the time of the execution of this document) in
connection with any installation or reinstallation of any equipment without Lessor’s
prior written consent, which may not be unreasonably withheld.  The plans and specifications for any equipment
(other than that which is already installed on the said communications tower at
the time of the execution of this document), shall be delivered by Lessee to
Lessor for Lessor’s review and approval at least fifteen business days prior to
the beginning of Installation.  Such
plans and specifications shall be approved by Lessor in writing prior to any
installation.  Lessor’s approval may not
be unreasonably withheld.


 


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Prior to the commencement of any
installation or other work performed on or about the building, Lessor shall
approve all contractors and subcontractors which shall perform such work.  Lessee shall be responsible for any damage to
the roof, conduit systems or other portions of the Building as a result of
Lessee’s installation, maintenance and/or removal of its equipment.


 


a.                                       In lieu of payment of a monthly
fee for the rights which it has under this Agreement, Lessee shall
concurrently, under a separate Collocation Agreement, lease certain collocation
space and services in the premises to Dell Matthews dba Matthews Investments,
as specified in that separate agreement.  In the event that, for any reason, the said
Collocation Agreement is terminated, the parties to this Agreement shall
thereafter negotiate a reasonable and mutually acceptable monthly rental for
the use of the roof and roof space to accommodate Lessee’s communications tower,


 


b.                                      Lessee shall comply with all
applicable laws and regulations regarding the installation, construction,
operation, maintenance and removal of the communications tower and equipment,
and shall be solely responsible for obtaining and maintaining in force all
permits, licenses and approvals necessary for such operations.


 


c.                                       Lessee shall be responsible for
and promptly shall pay all taxes, assessments, charges, fees and other
governmental impositions levied or assessed on the communications tower and
associated equipment.


 


d.                                      Lessee shall have a right of
first refusal for the placement of a second communications tower on the roof of
Building One.


 


e.                                       Lessee shall not change the
location of the communications tower on the roof of Building One without Lessor’s
prior written consent.


 


f.                                         Lessee shall maintain the
communications tower in good condition and repair, at Lessee’s sole cost and
expense.


 


g.                                      Lessee may access the roof for
repair and maintenance of the communications tower and associated equipment, during
normal business hours, and at such other times as Lessee and Lessor shall
mutually agree.  Provided, that in case
of emergency, Lessee may access the roof at any time, provided that it gives
notice to Lessor as soon thereafter as is practicable.


 


h.                                      Lessee shall indemnify, defend,
protect and hold harmless Lessor from and against any and all claims related to
the communications tower or operation of the same as if the communications
tower were located wholly within Building One.


 


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i.                                          Lessor shall have no
responsibility or liability whatsoever relating to (i) maintenance or
repair of the communications tower and associated equipment (ii) damage to
the equipment; (iii) damage to persons or property relating to the
equipment or the operation thereof; or (iv) interference with use of the
equipment arising out of utility interruption or any other cause, except for
injury to persons or damage to property caused by the negligence or intentional
misconduct of Lessor, its agents or any other parties related to Lessor.  In no event shall Lessor be responsible for
consequential damages.  Lessee accepts
the area where the communications antenna is located in its “as is” condition.  Lessee acknowledges that the roof location is
suitable for Lessee’s needs.


 


j.                                          Lessee shall, at Lessee’s sole
cost and expense, remove the communications tower and associated equipment upon
the expiration or earlier termination of the September 1999 Lease, unless
otherwise agreed by Lessee and Lessor at that time.


 


k.                                       Lessor shall furnish Lessee
electrical facilities to furnish sufficient power for Lessee’s communications
tower and associated equipment, under the same terms and conditions as provided
for under the September 1999 Lease.


 


6.               Except as
modified by this Amendment, all of the terms and conditions of the September 1999
Lease and November 1999 Lease are and shall remain in full force and
effect


 


IN WITNESS
WHEREOF, the parties have executed this Agreement on                         2004.


 


	
  YESTERDAY’S VILLAGE, INC. ‘‘Lesser”

  	
  ADVANCED TELCOM, INC., “Lessee”

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   /s/ Del Matthews

  	
   

  	
  By:

  	
    /s/ David M. O’Neill

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
  President

  
								



 


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