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 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) ye
|
