EXHIBIT 10.21.1
LEASE EXTENSION AND ASSIGNMENT
AGREEMENT
THIS LEASE EXTENSION AND ASSIGNMENT
AGREEMENT (this “Agreement”) is made this 6
th 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
1
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 du
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