AGREEMENT OF LEASELease Agreement • December 20th, 2006 • Switch & Data, Inc. • Telephone communications (no radiotelephone) • New York
AGREEMENT OF LEASE, made as of June 30, 1998, between 111 EIGHTH AVENUE INC, a Delaware limited liability company with an address c/o TACONIC INVESTMENT PARTNERS LLC, 1500 Broadway, New York, New York 10036 (“Landlord”), and EXTRANET TELECOMMUNICATIONS, INC., a New York corporation with an address at 111 Eighth Avenue, New York, New York 10011 (“Tenant”).
LEASE BY AND BETWEEN 529 BRYANT STREET PARTNERS LLC, a Delaware limited liability company as Landlord and SWITCH AND DATA CA NINE LLC, a Delaware limited liability company as Tenant January 31, 2005Lease Agreement • December 20th, 2006 • Switch & Data, Inc. • Telephone communications (no radiotelephone) • California
THIS LEASE, dated January 31, 2005, for reference purposes only, is made by and between 529 BRYANT STREET PARTNERS LLC, a Delaware limited liability company (“Landlord”) and SWITCH AND DATA CA NINE LLC, a Delaware limited liability company (“Tenant”), to be effective and binding upon the parties as of the date the last of the designated signatories to this Lease shall have executed this Lease (the “Effective Date of this Lease”).
SUBLEASESublease • December 20th, 2006 • Switch & Data, Inc. • Telephone communications (no radiotelephone) • New York
THIS SUBLEASE is made as of this 21st day of November 2005, by and between GLOBAL CROSSING Telecommunications, INC., a Michigan corporation with offices at 1080 Pittsford Victor Road, Pittsford, New York 14534 (“Sublessor”) and Switch & Data/NY Facilities Company LLC, a Delaware limited liability company with offices at 1715 N. Westshore Blvd., Suite 650, Tampa, Florida 33607 (“Sublessee”).
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT among SWITCH & DATA HOLDINGS, INC., as the Borrower THE INSTITUTIONS PARTY HERETO FROM TIME TO TIME AS LENDERS, as the Lenders, ROYAL BANK OF CANADA, as the Administrative Agent, ROYAL BANK OF CANADA, as...Credit Agreement • March 31st, 2008 • Switch & Data Facilities Company, Inc. • Telephone communications (no radiotelephone) • New York
This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Agreement”), is entered into as of March 27, 2008, among SWITCH & DATA HOLDINGS, INC., a Delaware corporation (the “Borrower”), THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTIES HERETO AS LENDERS (each individually referred to herein as a “Lender” and, collectively, as the “Lenders”), ROYAL BANK OF CANADA (“RBC”), as administrative agent for the Lenders and as collateral agent for the Secured Parties (in such capacities, the “Administrative Agent”), and GENERAL ELECTRIC CAPITAL CORPORATION, as the syndication agent for the Lenders (in such capacity, the “Syndication Agent”).
AGREEMENT AND PLAN OF MERGER dated as of October 21, 2009 among EQUINIX, INC. SWITCH & DATA FACILITIES COMPANY, INC. and SUNDANCE ACQUISITION CORPORATIONMerger Agreement • October 22nd, 2009 • Switch & Data Facilities Company, Inc. • Telephone communications (no radiotelephone) • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of October 21, 2009 among Equinix, Inc., a Delaware corporation (the “Parent”), Switch & Data Facilities Company, Inc., a Delaware corporation (the “Company”), and Sundance Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).
FIFTH AMENDED AND RESTATED INVESTORS AGREEMENT AMONG SWITCH & DATA FACILITIES COMPANY, INC., SWITCH AND & DATA, INC., AND CERTAIN SECURITYHOLDERS THEREOF FEBRUARY 13, 2007Investors Agreement • March 14th, 2007 • Switch & Data Facilities Company, Inc. • Telephone communications (no radiotelephone) • Delaware
This FIFTH AMENDED AND RESTATED INVESTORS AGREEMENT (as amended and restated from time to time, this “Agreement) is entered into as of this 13th day of February, 2007 by and among Switch & Data Facilities Company, Inc., a Delaware corporation (the “Corporation“), Switch and Data, Inc., a Delaware corporation (the “Successor”) and the Securityholders and will be effective immediately prior to the consummation of the Merger.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 22nd, 2008 • Switch & Data Facilities Company, Inc. • Telephone communications (no radiotelephone) • Florida
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between SWITCH AND DATA MANAGEMENT COMPANY LLC, a Delaware limited liability company (“Company”), and GEORGE A. POLLOCK, JR. (“Employee”) effective as of December 18, 2008 (the “Effective Date”).
Landlord, And SWITCH AND DATA NJ TWO LLC TenantLease Agreement • November 5th, 2007 • Switch & Data Facilities Company, Inc. • Telephone communications (no radiotelephone) • New Jersey
LEASE dated October 30, 2007, between 5851 WESTSIDE AVENUE ASSOCIATES, L.L.C., a New Jersey limited liability company, having an office at c/o Hartz Mountain Industries, Inc., 400 Plaza Drive, P.O. Box 1515, Secaucus, New Jersey 07096-1515 (“Landlord”), and SWITCH AND DATA NJ TWO LLC, a Delaware limited liability company, having an office at 1715 North Westshore Boulevard, Suite 650, Tampa, Florida 33607 (“Tenant”).
FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 23rd, 2010 • Switch & Data Facilities Company, Inc. • Telephone communications (no radiotelephone) • Delaware
Amendment dated as of March 20, 2010 (this “Amendment”) to the Agreement and Plan of Merger dated as of October 21, 2009 (the “Merger Agreement”), among Equinix, Inc., a Delaware corporation, Switch & Data Facilities Company, Inc., a Delaware corporation, and Sundance Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Equinix, Inc. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Merger Agreement.
FIRST AMENDMENT OF LEASELease Agreement • December 20th, 2006 • Switch & Data, Inc. • Telephone communications (no radiotelephone) • New York
By lease dated as of June 30, 1998 (the “Lease”), 111 Eighth Avenue LLC (Landlord’s predecessor-in-interest) leased to Extranet Telecommunications, Inc. (Tenant’s predecessor-in-interest) portions of the 5th and 15th floors in the building (the “Building”) located at 111 8th Avenue, New York, New York (such portions of the 5th and 15th floors in the Building being hereinafter collectively referred to as the “Original Premises”), upon all of the terms, covenants, conditions and provisions more particularly contained in the Lease. The term of the Lease is fixed to expire on August 31, 2005.
AMENDED AND RESTATED EMPLOYMENT AGREEMENT between SWITCH AND DATA MANAGEMENT COMPANY LLC and ERNEST SAMPERAEmployment Agreement • December 22nd, 2008 • Switch & Data Facilities Company, Inc. • Telephone communications (no radiotelephone) • Florida
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Switch and Data Management Company LLC, a Delaware limited liability company (the “Company”), and Ernest Sampera (the “Employee”) effective as of December 18, 2008 (the “Effective Date”).
FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 22nd, 2007 • Switch & Data Facilities Company, Inc. • Telephone communications (no radiotelephone) • New York
This FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 20, 2007 (this “Amendment”), is by and among SWITCH & DATA HOLDINGS, INC., a Delaware corporation (the “Borrower”), the financial institutions from time to time party to the Credit Agreement referred to below as Lenders, DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (hereinafter, in such capacity, the “Administrative Agent”) for itself and the Lenders, CANADIAN IMPERIAL BANK OF COMMERCE and ROYAL BANK OF CANADA, as co-documentation agents (the “Co-Documentation Agents”), and CIT LENDING SERVICES CORPORATION and BNP PARIBAS, as co-syndication agents (the “Co-Syndication Agents”), amending certain provisions of the Third Amended and Restated Credit Agreement, dated as of October 13, 2005 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”), among the Borrower, the financial institutions party thereto from time to time as lenders
AGREEMENT AND PLAN OF MERGERMerger Agreement • February 5th, 2007 • Switch & Data, Inc. • Telephone communications (no radiotelephone) • Delaware
This Corporation shall, to the fullest extent permitted by Section 145 of the DGCL, as the same may be amended and supplemented, or by any successor thereto, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section. This Corporation shall advance expenses to the fullest extent permitted by said section. Such right to indemnification and advancement of expenses shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The indemnification and advancement of expenses provided for herein shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, vote of stockholders or disinterested directors or otherwise. If the DGCL is he
FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 22nd, 2007 • Switch & Data Facilities Company, Inc. • Telephone communications (no radiotelephone) • New York
This FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 20, 2007 (this “Amendment”), is by and among SWITCH & DATA HOLDINGS, INC., a Delaware corporation (the “Borrower”), the financial institutions from time to time party to the Credit Agreement referred to below as Lenders, DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (hereinafter, in such capacity, the “Administrative Agent”) for itself and the Lenders, CANADIAN IMPERIAL BANK OF COMMERCE and ROYAL BANK OF CANADA, as co-documentation agents (the “Co-Documentation Agents”), and CIT LENDING SERVICES CORPORATION and BNP PARIBAS, as co-syndication agents (the “Co-Syndication Agents”), amending certain provisions of the Third Amended and Restated Credit Agreement, dated as of October 13, 2005 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”), among the Borrower, the financial institutions party thereto from time to time as lenders (
NONQUALIFIED STOCK OPTION AGREEMENT UNDER THE SWITCH & DATA 2007 STOCK INCENTIVE PLANNonqualified Stock Option Agreement • March 29th, 2007 • Switch & Data Facilities Company, Inc. • Telephone communications (no radiotelephone) • Delaware
This Nonqualified Stock Option Agreement (this “Option Agreement”) is made and entered into effective as of {date of grant} (the “Date of Grant”), by and between Switch & Data Facilities Company, Inc., a Delaware corporation (the “Company”), and {name of grantee} (the “Grantee”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Switch & Data 2007 Stock Incentive Plan (the “Plan”). [NOTE: The Option Agreement may be used for an option granted as a substitute and replacement for an option granted by a predecessor entity that is merged into or acquired by the Company, in which event the following provision is included: On {date of grant of prior option}, the Company’s predecessor {name of predecessor entity} (the “Predecessor”) granted to the Grantee a nonqualified stock option to purchase {number of shares subject to prior option} shares of the Predecessor’s {description of predecessor stock subject to prior option} for ${exercise price of prior option}
VOTING AGREEMENTVoting Agreement • October 22nd, 2009 • Switch & Data Facilities Company, Inc. • Telephone communications (no radiotelephone) • Delaware
VOTING AGREEMENT, dated as of October 21, 2009 (the “Agreement”) by and among Equinix, Inc., a Delaware corporation (“Parent”), and the securityholders of Switch & Data Facilities Company, Inc., a Delaware corporation (the “Company”), whose names appear on the signature page of this Agreement (each, a “Securityholder” and together, the “Securityholders”).
SECOND AMENDMENT TO SUBLEASESublease • September 27th, 2006 • Switch & Data, Inc.
This AMENDMENT to SUBLEASE is made as of this 10th day of August 2006, by and between GLOBAL CROSSING Telecommunications, INC, a Michigan corporation with offices at 1080 Pittsford Victor Road, Pittsford, New York 14534 (“Sublessor”) and Switch & Data/NY Facilities Company LLC, a Delaware limited liability company with offices at 1715 N. Westshore Blvd., Suite 650, Tampa, Florida 33607 (“Sublessee”).
EMPLOYMENT AGREEMENT between SWITCH & DATA MANAGEMENT COMPANY LLC and WILLIAM F. ROACH, JR.Employment Agreement • September 27th, 2006 • Switch & Data, Inc. • Florida
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Switch & Data Management Company LLC, a Delaware limited liability company (the “Company”), and William F. Roach, Jr. (the “Employee”) effective as of July 1, 2006 (the “Effective Date”).
WAIVER AND SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 20th, 2006 • Switch & Data, Inc. • Telephone communications (no radiotelephone) • New York
This WAIVER AND SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 27, 2006 (this “Amendment”), is by and among SWITCH & DATA HOLDINGS, INC., a Delaware corporation (the “Borrower”), the financial institutions from time to time party to the Credit Agreement referred to below as Lenders, DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (hereinafter, in such capacity, the “Administrative Agent”) for itself and the Lenders, CANADIAN IMPERIAL BANK OF COMMERCE and ROYAL BANK OF CANADA, as co-documentation agents (the “Co-Documentation Agents”), and CIT LENDING SERVICES CORPORATION and BNP PARIBAS, as co-syndication agents (the “Co-Syndication Agents”), amending certain provisions of the Third Amended and Restated Credit Agreement, dated as of October 13, 2005 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”), among the Borrower, the financial institutions party thereto from time to t
AGREEMENT OF SETTLEMENT AND RELEASESettlement Agreement • September 12th, 2007 • Switch & Data Facilities Company, Inc. • Telephone communications (no radiotelephone) • Delaware
This AGREEMENT OF SETTLEMENT AND RELEASE (“Settlement Agreement”), dated as of this 7th day of September, 2007, is entered into by and among the undersigned parties (collectively, the “Settling Parties”).
AMENDMENT NO. 2 TO LEASELease Amendment • September 27th, 2006 • Switch & Data, Inc.
This AMENDMENT No. 2 To LEASE (this “Agreement”) is dated as of this 31 day of January, 2005 (the “Effective Date), by and between 529 BRYANT STREET PARTNERS LLC, a Delaware limited liability company (“Landlord”), and SWITCH AND DATA CA NINE LLC, a Delaware limited liability company (“Tenant”). SWITCH & DATA FACILITIES COMPANY, INC., a Delaware corporation (“Guarantor”), by its execution of this Agreement, consents to this Agreement and reaffirms and ratifies its obligations under that certain Guaranty in favor of Landlord entered into on or about January 31, 2005, and agrees that, without limitation, Guarantor’s obligations under the Guaranty apply to the Lease as amended by this Agreement.
AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 4, 2009Credit Agreement • September 8th, 2009 • Switch & Data Facilities Company, Inc. • Telephone communications (no radiotelephone) • New York
WHEREAS, the Borrower, the financial institutions and other institutional lenders party thereto (the “Lenders”), the Administrative Agent and the other agents party thereto have entered into that certain Fourth Amended and Restated Credit Agreement dated as of March 27, 2008 (as further amended, supplemented or otherwise modified, the “Credit Agreement”; capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement);
LIMITED WAIVER AND THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTThird Amended and Restated Credit Agreement • February 5th, 2007 • Switch & Data, Inc. • Telephone communications (no radiotelephone) • New York
This LIMITED WAIVER AND THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 24, 2007 (this “Amendment”), is by and among SWITCH & DATA HOLDINGS, INC., a Delaware corporation (the “Borrower”), the financial institutions from time to time party to the Credit Agreement referred to below as Lenders, DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (hereinafter, in such capacity, the “Administrative Agent”) for itself and the Lenders, CANADIAN IMPERIAL BANK OF COMMERCE and ROYAL BANK OF CANADA, as co-documentation agents (the “Co-Documentation Agents”), and CIT LENDING SERVICES CORPORATION and BNP PARIBAS, as co-syndication agents (the “Co-Syndication Agents”), amending certain provisions of the Third Amended and Restated Credit Agreement, dated as of October 13, 2005 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”), among the Borrower, the financial institutions party thereto from tim
EMPLOYMENT AGREEMENTEmployment Agreement • December 22nd, 2008 • Switch & Data Facilities Company, Inc. • Telephone communications (no radiotelephone) • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between SWITCH & DATA FACILITIES COMPANY, INC., a Delaware corporation (the “Company”), and KEITH OLSEN (the “Executive”) as of December 16, 2008 (the “Effective Date”).
UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF WISCONSINSettlement Agreement • May 27th, 2009 • Switch & Data Facilities Company, Inc. • Telephone communications (no radiotelephone)
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 27th, 2006 • Switch & Data, Inc. • New York
This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 28, 2006 (this “Amendment”), is by and among SWITCH & DATA HOLDINGS, INC., a Delaware corporation (the “Borrower”), the financial institutions from time to time party to the Credit Agreement referred to below as Lenders, DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (hereinafter, in such capacity, the “Administrative Agent”) for itself and the Lenders, CANADIAN IMPERIAL BANK OF COMMERCE and ROYAL BANK OF CANADA, as co-documentation agents (the “Co-Documentation Agents”), and CIT LENDING SERVICES CORPORATION and BNP PARIBAS, as co-syndication agents (the “Co-Syndication Agents”), amending certain provisions of the Third Amended and Restated Credit Agreement, dated as of October 13, 2005 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”), among the Borrower, the financial institutions party thereto from time to time as lenders
11,666,667 Shares SWITCH AND DATA, INC. Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • February 5th, 2007 • Switch & Data, Inc. • Telephone communications (no radiotelephone) • New York
EMPLOYMENT AGREEMENTEmployment Agreement • September 27th, 2006 • Switch & Data, Inc. • Delaware
The purpose of the SWITCH & DATA FACILITIES COMPANY, INC. 2003 STOCK INCENTIVE PLAN (this “Plan”) is to provide a means through which SWITCH & DATA FACILITIES COMPANY, INC., a Delaware corporation (the “Company”), and its Affiliates may attract able persons to serve as Directors or Consultants or to enter the employ of the Company and its Affiliates and to provide a means whereby those individuals upon whom the responsibilities of the successful administration and management of the Company and its Affiliates rest, and whose present and potential contributions to the welfare of the Company and its Affiliates are of importance, can acquire and maintain stock ownership, thereby strengthening their concern for the welfare of the Company and its Affiliates. A further purpose of this Plan is to provide such individuals with additional incentive and reward opportunities designed to enhance the profitable growth of the Company and its Affiliates. Accordingly, this Plan provides for granting In
INCENTIVE STOCK OPTION AGREEMENT UNDER THE SWITCH & DATA 2007 STOCK INCENTIVE PLANIncentive Stock Option Agreement • March 29th, 2007 • Switch & Data Facilities Company, Inc. • Telephone communications (no radiotelephone) • Delaware
This Incentive Stock Option Agreement (this “Option Agreement”) is made and entered into effective as of {date of grant} (the “Date of Grant”), by and between Switch & Data Facilities Company, Inc., a Delaware corporation (the “Company”), and {name of grantee} (the “Grantee”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Switch & Data 2007 Stock Incentive Plan (the “Plan”). The Option (as defined below) is intended to be an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). [NOTE: The Option Agreement may be used for an option granted as a substitute and replacement for an option granted by a predecessor entity that is merged into or acquired by the Company, in which event the following provision is included: On {date of grant of prior option}, the Company’s predecessor {name of predecessor entity} (the “Predecessor”) granted to the Grantee an incentive stock option to purchase {number of shares
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • November 2nd, 2009 • Switch & Data Facilities Company, Inc. • Telephone communications (no radiotelephone)
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of the Statement on Schedule 13D including any amendments thereto with respect to the common stock, par value $0.0001 per share, of Switch & Data Facilities Company, Inc. This Joint Filing Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
LEASE BY AND BETWEEN 529 BRYANT STREET PARTNERS LLC, a Delaware limited liability company as Landlord and SWITCH AND DATA CA NINE LLC, a Delaware limited liability company as Tenant January 31, 2005Lease • September 27th, 2006 • Switch & Data, Inc. • California
SUBLEASE AGREEMENTSublease Agreement • December 20th, 2006 • Switch & Data, Inc. • Telephone communications (no radiotelephone) • New York
THIS SUBLEASE AGREEMENT (the “Sublease”) is entered into by and between ABOVENET COMMUNICATIONS, INC., a Delaware corporation (“Sublessor”), and SWITCH & DATA/NY FACILITIES COMPANY LLC, a Delaware limited liability company (“Sublessee” or “Switch & Data”).
