NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • March 18th, 2010 • Telx Group, Inc. • Delaware
This AGREEMENT (this “Agreement”) is made as of the day of 200 , between THE TELX GROUP, INC. (the “Company”), a Delaware corporation, and , an employee or director of, or consultant to, the Company with an address of (the “Participant”).
INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • March 18th, 2010 • Telx Group, Inc. • Delaware
This AGREEMENT (this “Agreement”) is made as of the day of 200_, between THE TELX GROUP, INC. (the “Company”), a Delaware corporation, and , an employee of the Company, with an address of (the “Employee”).
AMENDED AND RESTATED LOAN AGREEMENT Dated as of August 10, 2007 Between COLO PROPERTIES ATLANTA, LLC, as Borrower and UBS REAL ESTATE SECURITIES INC., as LenderLoan Agreement • March 18th, 2010 • Telx Group, Inc. • New York
THIS AMENDED AND RESTATED LOAN AGREEMENT, dated as of August 10, 2007 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between UBS REAL ESTATE SECURITIES INC., a Delaware corporation, having an address at 1285 Avenue of the Americas, New York, New York 10019 (together with its successors and assigns, “Lender”) and COLO PROPERTIES ATLANTA, LLC, a Delaware limited liability company, having an address at c/o The telx Group, Inc., 17 State Street, 33rd Floor, New York, New York 10004 (together with its permitted successors and permitted assigns, “Borrower”).
THE TELX GROUP, INC. LOAN CANCELLATION AND RELEASE AGREEMENTLoan Cancellation and Release Agreement • March 18th, 2010 • Telx Group, Inc. • New York
This Loan Cancellation and Release Agreement (“Agreement”) is entered into by and between The Telx Group, Inc. (hereinafter the “Company”) and Michael Terlizzi (hereinafter “Obligor”), as of this 2nd day of March, 2010 (the “Settlement Date”).
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT Dated as of December 19, 2007 By and Among COLO PROPERTIES ATLANTA, LLC, as Borrower, and UBS REAL ESTATE SECURITIES INC., as LenderLoan Agreement • March 18th, 2010 • Telx Group, Inc. • New York
This FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Amendment”) is executed as of December [19], 2007 by and among COLO PROPERTIES ATLANTA, LLC, a Delaware limited liability company, having an address at c/o The telx Group, Inc., 17 State Street, 33rd Floor, New York, New York 10004 (“Borrower”) and UBS REAL ESTATE SECURITIES INC., a Delaware corporation, having an address at 1285 Avenue of the Americas, New York, New York 10019 (together with its successors and assigns, Lender”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 18th, 2010 • Telx Group, Inc. • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into between The telx Group, Inc., a Delaware corporation (the “Company”), and Michael Terlizzi (“Employee”), and shall be effective as of the Effective Time (as defined in that certain Agreement and Plan of Merger, dated as of September 20, 2006, by and among GI Partners Fund II, L.P., GI Partners Side Fund II, L.P., Tantamount Acquisition Sub LLC, the Company and J. Todd Raymond, as Representative of the Company Holders (the date on which this Agreement becomes effective being hereinafter referred to as the “Effective Date”)).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 18th, 2010 • Telx Group, Inc. • New York
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into between The telx Group, Inc., a Delaware corporation (the “Company”), and William Kolman (“Employee”), and shall be effective as of May 7, 2007 (the “Effective Date”).
SECOND AMENDMENT OF LEASETelx Group, Inc. • March 18th, 2010 • New York
THIS SECOND AMENDMENT OF LEASE (this “Second Amendment”) made as of December 9, 2008 between 111 CHELSEA COMMERCE LP (“Landlord”), a Delaware limited partnership with an address c/o Taconic Investment Partners LLC, 111 Eighth Avenue, New York, New York 10011 and TELX - NEW YORK 111 8TH, LLC (“Tenant”), a Delaware limited liability company with an address at 111 Eighth Avenue, New York, New York 10011.
AGREEMENT OF LEASE BETWEEN 111 CHELSEA COMMERCE LP LANDLORD ANDAgreement of Lease • March 18th, 2010 • Telx Group, Inc. • New York
AGREEMENT OF LEASE, effective as of March 15, 2007 (the “Effective Date”), between 111 CHELSEA COMMERCE LP, a Delaware limited partnership (“Landlord”) with an address c/o Taconic Investment Partners LLC, 111 Eighth Avenue, New York, New York 10011, and TELX - NEW YORK 111 8TH, LLC, a Delaware limited liability company (“Tenant”) with an address at 111 Eighth Avenue, New York, New York 10011.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 18th, 2010 • Telx Group, Inc. • New York
This Amendment to the Amended and Restated Loan and Security Agreement referred to below (this “Amendment”), dated as of June 11,2009, is among TELX – NEW YORK 111 8TH, LLC, a Delaware limited liability company, TELX – NEW YORK, LLC, a Delaware limited liability company, TELX - NEW YORK MANAGEMENT, LLC, a Delaware limited liability company, and TELX – NEW YORK HOLDINGS, LLC, a Delaware limited liability company (each, a “Borrower,” and collectively, the “Borrowers”), the Obligors party to the Amended and Restated Loan Agreement, the financial institutions party to the Amended and Restated Loan Agreement from time to time as lenders (collectively, “Lenders”), CIT LENDING SERVICES CORPORATION, as agent for the Lenders (“Agent”) and ROYAL BANK OF CANADA as syndication agent (“Syndication Agent”, together with the Borrowers, the Lenders and the Agent, the “Parties”).
FIRST AMENDMENT OF SUBLEASETelx Group, Inc. • March 18th, 2010 • New York
THIS FIRST AMENDMENT OF SUBLEASE (this “First Amendment”), made and entered into as of the 17th day of January, 2008, by and between XO COMMUNICATIONS SERVICES, INC., a Delaware corporation, with offices located at 13865 Sunrise Valley Drive, Suite 400, Herndon, Virginia 22071 (“Sublandlord”), and TELX - NEW YORK, LLC, a Delaware limited liability company (successor-in-interest to Colo Properties, Inc.), with offices located at 17 State Street, 33rd Floor, New York, New York 10004 (“Subtenant”).
2323 BRYAN STREET MASTER MEET-ME-ROOM LEASE Between DIGITAL - BRYAN STREET PARTNERSHIP, L.P. as Landlord andOperating Agreement • March 18th, 2010 • Telx Group, Inc.
AMENDED AND RESTATED MEZZANINE A LOAN AGREEMENT Dated as of August 10, 2007 Between CP ATLANTA, LLC, as Borrower and UBS REAL ESTATE SECURITIES INC., as LenderMezzanine a Loan Agreement • March 18th, 2010 • Telx Group, Inc. • New York
THIS AMENDED AND RESTATED MEZZANINE A LOAN AGREEMENT, dated as of August 10, 2007 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between UBS REAL ESTATE SECURITIES INC., a Delaware corporation, having an address at 1285 Avenue of the Americas, New York, New York 10019 (together with its successors and assigns, Lender”) and CP ATLANTA, LLC, a Delaware limited liability company having an address at c/o The telx Group, Inc., 17 State Street, 33rd Floor, New York, New York 10004 (together with its permitted successors and permitted assigns, “Borrower”).
ContractTelx Group, Inc. • March 18th, 2010
This consent shall have no effect on the provisions of the Lease and shall not constitute a waiver of any breach of the performance of the tenant’s obligations thereunder.
AMENDMENT OF LEASEAmendment of Lease • March 18th, 2010 • Telx Group, Inc.
This Amendment of Lease (this “Agreement”), dated as of the 1st day of November 1, 2005, between 60 HUDSON OWNER LLC (successor to Hudson Telegraph Associates, L.P., formerly known as Hudson Telegraph Associates), a Delaware limited liability company, having an address c/o Williams Real Estate Co. Inc., 380 Madison Avenue, New York, New York 10017-2513 (“Owner” or “Landlord”) and COLO PROPERTIES, INC., a Delaware corporation, having an address at 60 Hudson Street, New York, New York 10013 (“Tenant”).
AMENDMENT OF LEASEAmendment of Lease • March 18th, 2010 • Telx Group, Inc.
This Amendment of Lease (this “Agreement”), dated as of the 1st day of July, 2006, between 60 HUDSON OWNER LLC (successor to Hudson Telegraph Associates, L.P., formerly known as Hudson Telegraph Associates), a Delaware limited liability company, having an address c/o Williams Real Estate Co. Inc., 380 Madison Avenue, New York, New York 10017-2513 (“Owner” or “Landlord”) and COLO PROPERTIES, INC., a Delaware corporation, having an address at 60 Hudson Street, New York, New York 10013 (“Tenant”).
THIRD AMENDMENT OF LEASEOf Lease • March 18th, 2010 • Telx Group, Inc. • New York
THIS THIRD AMENDMENT OF LEASE (this “Third Amendment”) made as of March 1, 2010 between 111 CHELSEA COMMERCE LP, a Delaware limited partnership (“Landlord”) with an address c/o Taconic Investment Partners LLC, 111 Eighth Avenue, New York, New York 10011 and TELX - NEW YORK 111 8TH, LLC, a Delaware limited liability company (“Tenant”) with an address at 111 Eighth Avenue, New York, New York 10011.
AMENDMENT OF LEASEAmendment of Lease • March 18th, 2010 • Telx Group, Inc.
This Amendment of Lease (this “Agreement”), dated as of the 1st day of November, 2002, between HUDSON TELEGRAPH ASSOCIATES, L.P., a New York limited partnership, having an address c/o Williams Real Estate Co. Inc., 380 Madison Avenue, New York, New York 10017-2513 (“Owner” or “Landlord”) and COLO PROPERTIES, INC., a Delaware corporation, having an address at 60 Hudson Street, New York, New York 10013 (“Tenant”).
FIRST AMENDMENT TO AMENDED AND RESTATED MEZZANINE A LOAN AGREEMENT Dated as of December 19, 2007 By and Among CP ATLANTA, LLC, as Borrower, and UBS REAL ESTATE SECURITIES INC., as LenderMezzanine a Loan Agreement • March 18th, 2010 • Telx Group, Inc. • New York
This FIRST AMENDMENT TO AMENDED AND RESTATED MEZZANINE A LOAN AGREEMENT (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Amendment”) is executed as of December 19, 2007 by and among CP ATLANTA, LLC, a Delaware limited liability company, having an address at c/o The telx Group, Inc., 17 State Street, 33rd Floor, New York, New York 10004 (“Borrower”) and UBS REAL ESTATE SECURITIES INC., a Delaware corporation, having an address at 1285 Avenue of the Americas, New York, New York 10019 (together with its successors and assigns, Lender”).
MEET-ME ROOM MANAGEMENT AGREEMENTMeet-Me Room Management Agreement • March 18th, 2010 • Telx Group, Inc. • Delaware
THIS MEET-ME ROOM MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of the 1st day of December, 2007, by and between DIGITAL REALTY TRUST, L.P., a Delaware limited partnership (“DLR”) and the Affiliates of DLR listed on the signature page of this Agreement (each, a “DLR Affiliate” and collectively, the “DLR Affiliates”; DLR and the DLR Affiliates are hereinafter referred to individually as a “DLR Party” and collectively as the “DLR Parties”), and The telx Group, Inc., a Delaware corporation (“telx”) and the Affiliates of telx listed on the signature page of this Agreement (each, a “telx Affiliate” and collectively, the “telx Affiliates”; telx and the telx Affiliates are hereinafter referred to individually as a “telx Party” and collectively as the “telx Parties”).
AMENDMENT OF LEASEOf Lease • March 18th, 2010 • Telx Group, Inc.
This Amendment of Lease (this “Agreement”), dated as of the 8th day of July, 2002, between HUDSON TELEGRAPH ASSOCIATES, L.P., a New York limited partnership, having an address c/o Williams Real Estate Co. Inc., 380 Madison Avenue, New York, New York 10017-2513 (“Owner” or “Landlord”) and COLO PROPERTIES, INC., a Delaware corporation, having an address at 60 Hudson Street, New York, New York 10013 (“Tenant”).
AMENDMENT OF LEASEAmendment of Lease • March 18th, 2010 • Telx Group, Inc.
This Amendment of Lease (this “Agreement”), dated as of the August 1, 2003, between HUDSON TELEGRAPH ASSOCIATES, L.P., a New York limited partnership, having an address c/o Williams Real Estate Co. Inc., 380 Madison Avenue, New York, New York 10017-2513 (“Owner” or “Landlord”) and COLO PROPERTIES, INC., a Delaware corporation, having an address at 60 Hudson Street, New York, New York 10013 (“Tenant”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 18th, 2010 • Telx Group, Inc. • New York
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into between The telx Group, Inc., a Delaware corporation (the “Company”), and Eric Shepcaro (“Executive”), and shall be effective as of January 8, 2007 (the “Effective Date”).
LOAN EXTENSION AGREEMENTLoan Extension Agreement • March 18th, 2010 • Telx Group, Inc.
THIS LOAN EXTENSION AGREEMENT (“Agreement”) is made the 9th day of March, 2009 (the “Effective Date”) by and between COLO PROPERTIES ATLANTA, LLC, a Delaware limited liability company (“Borrower” or “Maker”), with a mailing address at c/o The telx Group, Inc., 17 State Street, 33rd Floor, New York, New York 10004 and WELLS FARGO BANK, N.A., AS TRUSTEE FOR THE BENEFIT OF THE HOLDERS OF UBS COMMERCIAL MORTGAGE TRUST 2007-FL1, COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES, SERIES 2007-FL1, with an office at c/o Capmark Finance Inc., 116 Welsh Road, Horsham, PA 19044 (hereinafter referred to as “Lender” or “Mortgagee”).
MEZZANINE B LOAN AGREEMENT Dated as of August 10, 2007 Between CP ATLANTA II, LLC, as Borrower and UBS REAL ESTATE SECURITIES INC., as LenderMezzanine B Loan Agreement • March 18th, 2010 • Telx Group, Inc. • New York
THIS MEZZANINE LOAN AGREEMENT, dated as of August 10, 2007 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between UBS REAL ESTATE SECURITIES INC., a Delaware corporation, having an address at 1285 Avenue of the Americas, New York, New York 10019 (together with its successors and assigns, “Lender”) and CP ATLANTA II, LLC, a Delaware limited liability company having an address at c/o The telx Group, Inc., 17 State Street, 33rd Floor, New York, New York 10004 (together with its permitted successors and permitted assigns, “Borrower”).
AMENDMENT OF LEASEAmendment of Lease • March 18th, 2010 • Telx Group, Inc.
This Amendment of Lease (“Agreement”), dated as of the 1st day of July, 2007, between 60 HUDSON OWNER LLC (successor to Hudson Telegraph Associates, L.P., formerly known as Hudson Telegraph Associates), a Delaware limited liability company, having an address c/o Williams Real Estate Co. Inc., 380 Madison Avenue, New York, New York 10017-2513 (“Owner” or “Landlord”) and COLO PROPERTIES, INC., a Delaware corporation, having an address at 60 Hudson Street, New York, New York 10013 (“Tenant”).
AMENDED AND RESTATED SUBORDINATION, ATTORNMENT AND LEASE AGREEMENTAttornment and Lease Agreement • March 18th, 2010 • Telx Group, Inc. • New York
THIS AMENDED AND RESTATED SUBORDINATION, ATTORNMENT AND LEASE AGREEMENT (“Agreement”) is made as of April 16, 2008, by and among 60 HUDSON OWNER LLC, a Delaware limited liability company, having an address c/o Williams Real Estate Co. Inc., 380 Madison Avenue, New York, New York 10017 (“Landlord”), and TELX-NEW YORK, LLC (successor to Colo Properties, Inc.), a Delaware limited liability company, having an address at 1 State Street, 21st Floor, New York, NY 10004 (“Subtenant”).
SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 18th, 2010 • Telx Group, Inc. • New York
This Second Amendment to the Amended and Restated Loan and Security Agreement referred to below (this “Amendment”), dated as of September 1, 2009, is among TELX – NEW YORK 111 8TH, LLC, a Delaware limited liability company, TELX – NEW YORK, LLC, a Delaware limited liability company, TELX – NEW YORK MANAGEMENT, LLC, a Delaware limited liability company, and TELX – NEW YORK HOLDINGS, LLC, a Delaware limited liability company (each, a “Borrower,” and collectively, the “Borrowers”), the Obligors party to the Amended and Restated Loan Agreement, the financial institutions party to the Amended and Restated Loan Agreement from time to time as lenders (collectively, “Lenders”), CIT LENDING SERVICES CORPORATION, as agent for the Lenders (“Agent”) and ROYAL BANK OF CANADA as syndication agent (“Syndication Agent”, together with the Borrowers, the Lenders and the Agent, the “Parties”).
AGREEMENT OF SUBLEASEAgreement of Sublease • March 18th, 2010 • Telx Group, Inc. • New York
THIS AGREEMENT OF SUBLEASE (this “Agreement”), made and entered into as of the 14 day of July, 2006, between XO COMMUNICATIONS SERVICES, INC., a Delaware corporation, with offices located at 11111 Sunset Hills Road, Reston, Virginia 20190 (“Sublandlord”), and COLO PROPERTIES, INC. a Delaware corporation, with offices located at 17 State Street, 33rd Floor, New York, New York 10004 (“Subtenant”).
SECOND AMENDMENT TO MASTER MEET-ME-ROOM LEASERoom Lease • March 18th, 2010 • Telx Group, Inc.
THIS SECOND AMENDMENT TO MASTER MEET-ME-ROOM LEASE (this “Amendment”) is made and effective as of August 3, 2007 (the “Effective Date”) by and between DIGITAL – BRYAN STREET PARTNERSHIP, L.P., a Texas limited partnership (“Landlord”), and TELX – DALLAS, LLC, a Delaware limited liability company (“Tenant”).
AMENDMENT OF LEASEOf Lease • March 18th, 2010 • Telx Group, Inc.
This Amendment of Lease (this “Agreement”), dated as of this 15th day of May, 2006, between 60 HUDSON OWNER LLC (successor to Hudson Telegraph Associates, L.P., formerly known as Hudson Telegraph Associates), a Delaware limited liability company, having an office c/o Williams Real Estate Co. Inc., 380 Madison Avenue, New York, New York 10017-2513 (“Landlord”), and COLO PROPERTIES, INC. (successor to telx Communications Corporation), a Delaware corporation, having an address at 17 State Street, 33rd Floor, New York, New York 10004 (“Tenant”).
OPERATING AGREEMENT by and between DIGITAL REALTY TRUST, L.P., a Delaware limited partnership, and the DLR AFFILIATES (as hereinafter defined) andOperating Agreement • March 18th, 2010 • Telx Group, Inc. • Delaware
THIS OPERATING AGREEMENT (this “Agreement”) is made as of December 1, 2006, by and between DIGITAL REALTY TRUST, L.P., a Delaware limited partnership (“DLR”) and the Affiliates of DLR listed on the signature page of this Agreement (each, a “DLR Affiliate” and collectively, the “DLR Affiliates”; DLR and the DLR Affiliates are hereinafter referred to individually as a “DLR Party” and collectively as the “DLR Parties”), and The telx Group, Inc., a Delaware corporation (“telx”) and the Affiliates of telx listed on the signature page of this Agreement (each, a “telx Affiliate” and collectively, the “telx Affiliates”; telx and the telx Affiliates are hereinafter referred to individually as a “telx Party” and collectively as the “telx Parties”).
FOURTH AMENDMENT OF LEASEFourth Amendment of Lease • March 18th, 2010 • Telx Group, Inc.
THIS FOURTH AMENDMENT OF LEASE (this “Fourth Amendment”) made as of March 1, 2010 between 111 CHELSEA COMMERCE LP, a Delaware limited partnership (“Landlord”) with an address c/o Taconic Investment Partners LLC, 111 Eighth Avenue, New York, New York 10011 and TELX - NEW YORK 111 8TH, LLC, a Delaware limited liability company (“Tenant”) with an address at 111 Eighth Avenue, New York, New York 10011.
FIRST AMENDMENT TO MASTER MEET-ME-ROOM LEASETelx Group, Inc. • March 18th, 2010
THIS FIRST AMENDMENT TO MASTER MEET-ME-ROOM LEASE (this “Amendment”) is made and effective as of June 29, 2007 (the “Effective Date”) by and between DIGITAL – BRYAN STREET PARTNERSHIP, L.P., a Texas limited partnership (“Landlord”), and TELX – DALLAS, LLC, a Delaware limited liability company (“Tenant”).
FIRST AMENDMENT OF LEASELease • March 18th, 2010 • Telx Group, Inc. • New York
THIS FIRST AMENDMENT OF LEASE (this “Amendment”) made as of July 3, 2008 between 111 CHELSEA COMMERCE LP (“Landlord”), a Delaware limited partnership with an address c/o Taconic Investment Partners LLC, 111 Eighth Avenue, New York, New York 10011 and TELX - NEW YORK 111 8TH, LLC (“Tenant”), a Delaware limited liability company with an address at 111 Eighth Avenue, New York, New York 10011.
