5TH AMENDMENT OF LEASE FOR STORAGE

EXHIBIT 10.13.7

5TH AMENDMENT OF LEASE FOR STORAGE

THIS 5th AMENDMENT OF LEASE FOR STORAGE (“5th Amendment”) is made on January 9, 2006, between T.H.S. Northstar Associates Limited Partnership, a Minnesota limited partnership (“Landlord”), whose address 000 Xxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000 and Eschelon Telecom of Minnesota, Inc., a Minnesota corporation (f/k/a Xxxx Communications, Inc., f/k/a Xxxxxxx.xxx. Inc.) (“Tenant”), whose address is 000 Xxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx 00000.

RECITALS

This 5th Amendment is based upon the following recitals:

A. Landlord and Xxxxxxx.xxx, Inc., a Minnesota corporation (“Xxxxxxx.xxx”), entered into a Lease for Storage dated July 30, 1996 (“Lease”), for certain premises known as Suite #SB-52 (“Premises”), containing approximately 840 rentable square feet, at the sub-basement level of the Northstar Center (“NStar Building”), 000 Xxxxxx Xxxxxx Xxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000.

B. Landlord and Xxxxxxx.xxx amended the Lease as follows:

(1) 1st Amendment of Lease for Storage dated March 10, 1998, which, among other matters, extended the Lease Term to March 31, 2003 (“1st Extension”);

(2) 2nd Amendment of Lease for Storage dated March 27, 1998, which, among other matters, expanded the Premises to encompass Suite #SB-50C (“1st Expansion Space”) at the sub-basement level of the Northstar West Building, 000 Xxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000 (“NSWest Building”) (incorrectly identified in the 2nd Amendment as being located in the NStar Building), containing approximately 630 rentable square feet; and

(3) 3rd Amendment of Lease for Storage dated April 30, 1999, which, among other matters, (a) further extended the Lease Term to June 30, 2005 (“2nd Extension”) and (b) further expanded the Premises to encompass (i) Suite #SB-50 (“2nd Expansion Space”) at the sub-basement level of the NStar Building, containing approximately 942 rentable square feet, and (ii) Suite #SB-50 (“3rd Expansion Space”) at the sub-basement level of the NSWest Building, containing approximately 666 rentable square feet; and

(4) 4^th Amendment of Lease for Storage dated October 31, 2000, which further expanded the Premises to encompass (i) Suite #SB-60 (“4th Expansion Space”) at the sub-basement level of the NStar Building, containing approximately 599 rentable square feet, and (ii) Suite #SB-64 (“5th Expansion Space”) at the sub-basement level of the NStar Building, containing approximately 940 rentable square feet (the Lease and the 1st, 2^nd, 3rd and 4^th Amendments, collectively, “Lease as amended”).

C. Tenant is the successor to the tenant’s interest of Xxxxxxx.xxx under the Lease as amended by operation of law, being the surviving entity of an April 28, 2000, merger between Xxxxxxx.xxx and Xxxx Communications, Inc. (n/k/a Eschelon Telecom of Minnesota, Inc.).

D. Landlord and Tenant desire to further amend the Lease as amended to further extend the Term of the Lease, modify the Rent and otherwise amend the Lease as amended accordingly.

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THEREFORE, in consideration of the mutual covenants and agreements stated in the Lease as amended and below, and for other sufficient consideration received and acknowledged by each party, Landlord and Tenant agree to amend the Lease as amended as follows:

1. RECITALS; CAPITALIZED TERMS.

All Recitals are fully incorporated. Except for those terms expressly defined in this 5th Amendment, all initially capitalized terms will have the meanings ascribed to them in the Lease as amended.

2. EXTENSION OF LEASE TERM.

The Lease Term as it pertains to XX-00, XXxxx Xxxxxxxx, XX-00, XX-00X, SB-50C NSWest Building and SB-50 Nstar Building, totally approximately 3,148 rentable square feet, and shall commence on July 1, 2005 and shall expire on June 30, 2010 (“3^rd Extension Term”), unless earlier terminated as provided in the Lease as amended.

3. RENT.

During the 3^rd Extension Term, Rent for the Premises, shall be as follows:

Period		Annual Rent per RSF			Rent Payable per Month
7/1/2005 to 6/30/2006		$	18.50		$	4,853.17
7/1/2006 to 6/30/2007		$	18.75		$	4,918.76
7/1/2007 to 6/30/2008		$	19.00		$	4,984.33
7/1/2008 to 6/30/2009		$	19.25		$	5,049.92
7/l/2009 to 6/30/2010		$	19.50		$	5,115.50

4. DELIVERY OF AND IMPROVEMENTS TO THE PREMISES.

Tenant currently occupies the Premises shall accept the Premises in “as-is” condition. Any other improvements to the Premises shall require Landlord’s prior written approval.

5. REMAINING LEASE PROVISIONS.

Except as stated in this 5th Amendment, all other viable and applicable provisions of the Lease as amended shall remain unchanged and continue in full force and effect throughout the 3^rd Extension Term.

6. BINDING EFFECT.

Landlord and Tenant ratify and confirm the Lease as amended and agree that this 5th Amendment shall bind and inure to the benefit of the parties, and their respective successors, assigns and representatives as of the date first stated.

AFFIRMING THE ABOVE, the parties have executed this 5th AMENDMENT OF LEASE FOR STORAGE on the date first stated.

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Witnesses:						Tenant: ESCHELON TELECOM OF MINNESOTA, INC., a Minnesota corporation
By:	/s/ Xxxxxxx Xxxxxxxx-di Forza					By:	/s/ Xxxxxxx X. Xxxxxxx
Name:	Xxxxxxx Xxxxxxxx-di Forza					Name:	Xxxxxxx X. Xxxxxxx
						Its:	VP Finance & Treasurer
By:						By:
Name:						Name:
						Its:
Witnesses:						Landlord: T.II.S. NORTHSTAR ASSOCIATES LIMITED PARTNERSHIP, a Minnesota limited partnership By: TrizecHahn Northstar LLC, a Delaware limited liability company, as sole general partner
By:		/s/ Xxxx X. Xxxxxx				By:	/s/ Xxxxxxx X. Xxxx
Name:		Xxxx X. Xxxxxx				Name:			Xxxxxxx X. Xxxx
						Its:			Vice President & Assistant Secretary
By:						By:	/s/ Xxxxxxx X. Xxxxxxxx
Name:						Name:		Xxxxxxx X. Xxxxxxxx
						Its:		Vice President

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