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EXHIBIT 10.19
18th Floor
FIRST AMENDMENT TO LEASE AGREEMENT
This First Amendment to Lease Agreement ("Amendment") is made and entered into
on this 24th day of December, 1996 (the "Effective Date"), by and between 50
West San Xxxxxxxx Associates, a California Limited Partnership ("Landlord"), and
AboveNet, a California corporation ("Tenant"), and recites as follows:
RECITALS
A. Landlord and Tenant entered into that certain Lease Agreement dated May 15,
1996 (the "Lease"), pursuant to which Landlord leased to Tenant, and Tenant
leased from Landlord, certain premises consisting of approximately 2000
rentable square feet located on the 18th floor of that certain building
located at 00 Xxxx Xxx Xxxxxxxx Xxxxxx, Xxx Xxxx, XX. (the "Premises").
Except as otherwise provided herein, the capitalized terms used herein
shall have the same meanings and definitions as are set forth in the Lease.
B. The Lease provides to Tenant certain rights to cancel the Lease prior to
the Termination date set forth therein. As an inducement for Landlord to
lease additional space within the Building to Tenant (pursuant to a
separate lease) and for other good and valuable consideration, Tenant is
willing to release any rights it may have to cancel the Lease.
NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby
acknowledged, Landlord and Tenant hereby agree to amend the Lease as follows:
1. EXTINGUISHMENT OF TENANT'S RIGHT TO CANCEL. The provisions of Section 2.6
of the Lease and any other provisions of the Lease which may grant to
Tenant the right to cancel or terminate the Lease or to otherwise relieve
Tenant of any of its obligations under the Lease prior to the Termination
date are hereby deleted and, as of the Effective Date hereof, shall be of
no further force or effect. This Amendment shall constitute a waiver by
Tenant of any of the cancellation or termination rights referenced in this
Section 1 and a full revocation of any attempt on the part of Tenant,
whether prior to or following the Effective Date hereof, to exercise any
such cancellation or termination rights.
2. MISCELLANEOUS.
2.1 SUCCESSORS AND ASSIGNS. The terms and provisions of this Amendment
shall inure to the benefit of and shall be binding upon the parties
hereto and their respective successors and assigns.
2.2 INTEGRATION. The terms and provisions of this Amendment shall
constitute all of the terms and provisions which have been agreed to
between Landlord and Tenant with respect to the amendment of the Lease
and there are no other terms
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and provisions, oral or written, which apply to the amendment of
the Lease except as set forth herein and in the Lease.
2.3 COUNTERPARTS. This Amendment may be executed in multiple
counterparts, and all of such counterparts shall together
constitute one fully executed document.
2.4 FULL FORCE AND EFFECT. Except as amended by this Amendment, the
terms and provisions of the Lease shall remain unmodified and in
full force and effect (including, without limitation, any rights
which Landlord may have to cancel or terminate the Lease, as set
forth in Section 16.2.1 and elsewhere in the Lease). In the event
of any conflict or inconsistency between the terms and provisions
of this Amendment and the terms and provisions of the Lease, the
terms and provisions of this Amendment shall control.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment on
the date first set forth above.
LANDLORD:
50 WEST SAN XXXXXXXX ASSOCIATES,
a California limited partnership
By: SFG SAN XXXX COMPANY, LLC, INC.
an Indiana limited liability company
By: XXXXXX XXXXX & ASSOCIATES, INC.
its Manager
By: [SIG]
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Name:
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Title:
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TENANT:
ABOVENET,
a California corporation
By: /s/ XXXXXXX XXXX
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Xxxxxxx Xxxx, president
