EXHIBIT 10.43
*CONFIDENTIAL TREATMENT REQUESTED.
CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
FIRST LEASE AMENDMENT AGREEMENT
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(MEET POINT ROOM AGREEMENT)
This First Lease Amendment (this "Amendment") is made as of May 23,
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2001, between MARKET XXXXXX URBAN RENEWAL, LLC, a New Jersey limited liability
company having an office at 0 Xxxx Xxxxx - Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000
("Landlord"), and EQUINIX, INC., a Delaware corporation, having a principal
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office at 0000 Xxxxxxxx Xxxxxxx, Xxxxxxxx Xxxx, XX 00000 ("Tenant").
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WHEREAS, Landlord and Tenant have entered into a Lease Agreement dated
as of May 3,1999 (the "Lease") for a portion of the eighth (8th) floor in the
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building known as [*], Newark, NJ, as more particularly shown and described in
the Lease (the "Demised Premises").
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WHEREAS, Landlord and Tenant desire to amend the Lease as provided
herein.
In consideration of the mutual covenants herein expressed, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1. ADDITIONAL PREMISES - MEET POINT ROOM SPACE
Commencing on the date (the "Additional Premises Commencement Date")
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which is the earlier of (i) June 1, 2001 and (ii) the date that Tenant commences
to conduct business in the Additional Premises, Landlord shall lease to Tenant
and Tenant shall rent from Landlord space enclosed in a lockable wire mesh cage
(cage "G"), (the "Cage") whose area is approximately [*]' x [*]' (the
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"Additional Premises") in Landlord's "Meet Point Room" which is located on the
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ninth (9th) floor of the building of which the demised premises are a part, as
shown on Exhibit A attached hereto and made a part hereof and the Additional
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Premises shall be added to the Premises for the purposes of the Lease and this
Amendment. Except as otherwise provided herein, from and after the date of this
Agreement, all of the terms, covenants, conditions, and provisions of the Lease
shall apply to the Additional Premises. The term of the Lease with respect to
the Additional Premises shall be coterminus with the Lease Term for the Demised
Premises; provided that during the sixty (60) days immediately following the
fourth (4th) anniversary of the Additional Premises Commencement Date, Tenant
shall have the right to terminate the Lease with respect to the Additional
Premises only by providing Landlord with written notice within such sixty (60)
day period (the "Termination Notice") of its election to terminate the Lease
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with respect to the Additional Premises. Following Tenant's delivery of the
Termination Notice, the Lease with respect to the Additional Premises shall
terminate as of the
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*CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
date set forth in the Termination Notice. Tenant's failure
to deliver the Termination Notice within such sixty (60) day period shall be
deemed Tenant's election not to terminate its Lease with respect to the
Additional Premises.
2. USE
Tenant shall have to right to install, operate, replace, and remove,
at Tenant's sole expense and risk, wires, communications and security equipment,
cabinets and conduits within the Additional Premises, and a hand scanner at the
Cage entrance, together with the right to install, maintain, operate, and
replace, cables conduits, inner ducts and connecting hardware in order to
interconnect with other entities within the Meet Point Room who have entered
into agreements with Landlord for the use of the Meet Point Room and to
interconnect the Demised Premises including without limitation any of Tenant's
Specialty Equipment, and the Equipment located therein, by using such conduits
and/or core drilling of the slab as are reasonably necessary to make such
connection with the Additional Premises, provided that plans and specifications
for such are approved in advance by Landlord, which approval shall not be
unreasonably withheld conditioned or delayed. Landlord and Tenant agree that
Section 56 of the Lease shall apply to the Additional Premises.
3. RIGHT TO RELOCATE ADDITIONAL PREMISES
Landlord reserves the right to require Tenant, at Landlord's expense,
to relocate within the Building the Cage and connecting conduits, cables, and
equipment associated therewith, provided that any substitute cage shall contain
at least as much area as the Cage from which Tenant is being relocated, shall be
suitable, in Tenant's reasonable judgment, for Tenant's installations, and no
interruption or unreasonable interference in Tenant's operations in the
Additional Premises or Demised Premises occurs.
4. RENT FOR ADDITIONAL PREMISES
Commencing on the Additional Premises Commencement Date, Tenant shall
pay monthly rent for the Additional Premises, in addition to and together with
the monthly base rent for the Demised Premises, in accordance with the following
schedule:
Monthly Rent for
From To Additional Premises
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Additional Premises Commencement Date June 30, 2002 $[*]
July 1, 2002 June 30, 2003 $[*]
July 1, 2003 June 30, 2004 $[*]
July 1, 2004 June 30, 2005 $[*]
July 1, 2005 June 30, 2006 $[*]
July 1, 2006 June 30, 2007 $[*]
July 1, 2007 June 30, 2008 $[*]
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*CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
July 1, 2008 June 30, 2009 $[*]
July 1, 2009 June 30, 2010 $[*]
July 1, 2010 June 30, 2011 $[*]
July 1, 2011 June 30, 2012 $[*]
July 1, 2012 June 30, 2013 $[*]
July 1, 2013 June 30, 2014 $[*]
July 1, 2014 September 30, 2014 $[*]
Landlord represents to Tenant that there shall be no additional charges or fees
payable in connection with Tenant's use and operation of the Additional Premises
other than as set forth herein.
5. OPERATING EXPENSES FOR ADDITIONAL PREMISES
Tenant shall pay as additional rent, [*]% ("Tenant's Pro-Rata Share")
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of the total annual Operating Expenses for the Meet Point Room, which shall
consist of the reasonable annual costs of operating, maintaining, repairing,
cleaning, supervising, and securing the Meet Point Room, including, without
limitation, costs incurred by Landlord for electricity (which is not separately
metered to each of the Cage users), gas, security systems, and personnel,
cleaning, and managerial fees and salaries (e.g. engineers, architects) which
are not incurred in the Operating Expenses of the Building ("Meet Point Room
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Operating Expenses"). Tenant Pro-Rata Share of Operating Expenses shall be
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payable in monthly installments, together with the base rent. The Meet Me Room
Operating Expenses shall not be included in "Operating Expenses" as that term is
defined in Article 2 of the Lease. Landlord and Tenant agree that Operating
Expenses for the Meet Point Room shall not include any monthly base rent payable
or deemed to be payable by Landlord with respect to the space occupied by the
Meet Point Room.
6. PAYMENT FOR CONSTRUCTION OF MEET POINT ROOM
Upon execution of this Agreement, Tenant shall pay Landlord a one time
non-refundable reimbursement of $[*] for Landlord's cost in planning,
constructing, renovating, altering, and improving the Meet Point Room,
including, but not limited to, costs and expenses incurred by Landlord for
demolition (including removing existing ceiling), constructing demising walls
(including vapor seal and insulation), flooring, HVAC, electrical work, cages,
overhead racks, racks in ceilings and shafts, lighting, painting, security,
architects' and engineers' fees, construction and supervisory fees, and pre-
action sprinkler. Landlord represents that it will collect the same contribution
from each other user of the Meet Point Room. Landlord agrees to operate,
maintain and repair the Meet Point Room and related facilities in a first class
manner consistent with telecommunications standards of similar facilities .
7. ADDITIONAL 4" CONDUITS FROM PREMISES TO MEET POINT ROOM
____________________
*CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
In addition to the conduits permitted to be installed by Tenant under
Section 7 (B) (iv) (1) of the Lease, Tenant shall be entitled to install four
(4) four-inch (4") conduits (with each 4" conduit) from the Demises Premises to
the Additional Premises (the "Additional Tenant Conduits"), subject, however, to
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all of the terms and provisions of the Lease.
8. ELECTRIC DEMAND METER
In the event Tenant elects to utilize electricity in the Meet Point
Room to run its equipment located in the Additional Premises, Tenant shall
install, at Landlord's cost and expense, an electrical "demand" meter which
measures Tenant's electric usage for equipment within the Cage; Tenant shall
pay, within thirty (30) days of receipt of invoice therefor, the actual charges
(i.e. without xxxx-up by Landlord) for electric service to the Additional
Premises based on said demand meter reading.
9. LANDLORD ENTRY
Neither Landlord nor its representatives shall enter the Additional
Premises without giving Tenant 24 hours prior notice.
10. LEASE TERMS
Except as amended above, the terms and conditions of the Lease,
including, without limitation, the expiration date of the Lease with respect to
the Demised Premises, shall remain unmodified and in full force and effect.
11. INCORPORATION
Except as otherwise provided herein, the terms and conditions of the
Lease shall be incorporated herein with respect to Tenant's lease of the
Additional Premises.
12. CONFLICT
In the event of any conflict between this Amendment and the Lease, the
terms of this Amendment shall control.
[Signatures on Following Page]
IN WITNESS WHEREOF, Landlord and Tenant have signed this Amendment as
of the day and year first above written.
MARKET XXXXXX URBAN RENEWAL, LLC,
Landlord
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx, Member
EQUINIX, INC., a Delaware corporation,
Tenant
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Tenant:
[Graphic Description of Meet-Me Room Layout]
[*] MEET-ME ROOM LAYOUT
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_________________
*CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
