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EXHIBIT 10.35
Equinix, Inc.
2450 Bayshore Parkway
Mountain View, CA 94043
USA
11 October 2000
Herm Gunter Rothenberger and Sven Rothenberger
Naxos Schmirgelwerk Mainkur GmbH
GutleutstraBe 175
D-60327
Frankfurt am Main
Our Reference: 24412-26S-203
Subject: First Supplement to the Lease Agreement
between
1) Naxos Schmirgelwerk Mainkur GmbH, GutleutstraBe 175, D-60327 Frankfurt,
represented by Mr. Gunter Rothenberger and Mr. Sven Rothenberger;
2) A.A.A. Aktiengesellschaft Allgemeine Anlageverwaltung vorm. Seilwolff AG
von 1890, GutleutstraBe 175, 60327 Frankfurt/M, represented by Mr. Gunter
Rothenberger and Mr. Sven Rothenberger;
both companies acting in a German Civil Code Partnership (the Parties at 1.
and 2. jointly called: "Landlord"), under the firm name Naxos-Union
Grundstucksverwaltungsgesellschaft GbR, Frankfurt/M, and
3) Equinix, Inc., a Delaware Corporation, 2450 Bayshore Parkway, Mountain
View, CA 94043, USA, represented by Christopher L. Birdsong;
dated August 7, 2000, (the Lease)
The Parties hereto agree to modify the Lease as follows:
Preliminary Remarks
The Tenant has rescheduled the fit-out and operations of its facility on the
Premises. In consequence of this rescheduling the actual occupation of the
Premises by the Tenant and the installation of its equipment will take place at
a later time than anticipated. This means that part of the fit-out work which is
geared to the specific needs of the Tenant can take place later than expected.
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In view of the fact that the Landlord has already given certain instructions to
construction firms and in view of the fact that the Landlord's bank relies on
the financial obligations of the Tenant under the Lease, the parties, in view of
the Premises, agree on what follows:
1. Transfer of the leased property will take place as previously agreed on
February 7, 2001. Due to the modified construction planning and the delayed
submission of the Preliminary Design Package by the Tenant, the parties
hereby agree that Handover will take place on February 7, 2001 in
accordance with the condition described in Exhibit C-1 of this First
Supplement to the Lease. Exhibit C-1 herewith replaces Exhibit C, Landlords
Scope of Building Works' of the lease agreement; whereas the drawing
Exhibit C - Landlord Improvements' remains unaffected.
In the event Tenant does not apply by 31" July, 2001 for:-
. all necessary work permits for the utilization of the Property as
an internet exchange center; and
. to the (local) authorities regarding approval and permits for
(diesel) generators, fuel tanks, antenna(-s) and satellite
dish(-es); including permission from the Historical Preservation
Department authorities to obtain permits,
then the Tenant hereby waives his right of cancellation pursuant to section
20.1, 2nd and 4th bullet points of the Lease, in such case.
In case Tenant does not submit the Preliminary Design Packages by January
31, 2001, then Landlord is entitled to construct the leased property in
accordance with Exhibit C-1, item B "Building work after February 2001". If
Landlord does not complete this work by July 31, 2001 then Landlord shall
pay as liquidated damages an amount equal to three times the daily Rent in
accordance with Article 2.4.1 otherwise due for each commenced day after
July 31, 2001.
2. If the Tenant does not execute an agreement with "Mainova" on the supply of
certain quantities of electricity by October 31, 2000, the Tenant may lose
the power allocation which was tentatively promised by Mainova to the
Tenant through the good offices of the Landlord as a consequence. Art.
20.1, 3rd bullet point of the Lease provides for a guaranty of such power
delivery by the Landlord.
In case that the Tenant does not execute the agreement with Mainova, the
Tenant hereby relieves the Landlord from its obligation under Art. 20.1,
3rd bullet point of the Lease to guarantee the power supply by Mainova; the
Tenant hereby waives his right of cancellation pursuant to section 20.1,
3rd bullet point of the Lease, in such case.
3. Despite the changes reflected in Exhibit C-1, the Tenant shall
- commence payment of the Service Charges per April 1, 2001 as
agreed in Sec. 9 (b) Lease Summary
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- commence payment of the Rent per October 1, 2001 as agreed in
Sec. 9 (b) Lease Summary
4. The Parties are in agreement that Sec. 4.a.2.1 has a typo on line four. The
date should be: "7th February 2001" instead of "7th February 2000".
5. Tenant's address has been changed to the following new address; Equinix,
Inc., 2450 Bayshore Parkway, Mountain View, CA 94043, USA.
All other provisions of the Lease shall remain unaffected.
1. TENANT
Equinix, Inc
By: /S/ CHRISTOPHER L. BIRDSONG
____________________________________
Christopher L. BIRDSONG
Title : Director IBX Development and Operations
Date : 13-October-2000
---------------------------------
2. LANDLORD
2.1 Naxos Schmirgelwerk Mainkur GmbH
Equinix, Inc
By: /S/ GUNTER ROTHENBERGER
____________________________________
Gunter ROTHENBERGER
Title : Managing Director
Date : 25-October-2000
---------------------------------
2.2 A.A.A. Aktiengesellschaft Allgemeine Anlagenverwaltung Seilwolff AG von
1890
By: /S/ GUNTER ROTHENBERGER /S/ SVEN ROTHENBERGER
____________________________________ ________________________________
Gunter ROTHENBERGER Sven ROTHENBERGER
Title: President
Date : 25-October-2000
-------------------------------
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Equinix European lBX Build out
Frankfurt - Naxos Union
-----------------------
Work Letter - Existing Building and Site
----------------------------------------
Lease Exhibit C-1 to the first Supplement to the Lease for the Real Property
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Landlord's Scope of Building works
The buildings are to be handed over as clean, dry shells, free from
contamination and fit for immediate occupation. Utilities are to be capped off
and any live sections remaining identified.
The Landlord is to carry out this work scope under Section 6 of the Lease
Summary. Bechtel personnel will be permitted reasonable access at any time
during the works to monitor quality and schedule.
A. Building works to be completed by 7th February 2001
1. Site Clean Up
-------------
(1) Contain the exposed asbestos pipe lagging and arrange for its safe
removal by an approved asbestos removal contractor. Dispose off site
to a licensed disposal facility.
(2) Commence groundwater remediation measures as recommended in Arcadis
report of 5th July according to instructions from competent
authorities.
(3) Strip out oil-contaminated wood block floor from western half of
building and remove any contaminated material found below as far as
practical.
(4) Install additional underfloor vapour extraction points and operate the
underfloor vapour removal system until safe levels are achieved in
accordance with current German statutes. In the event that minimum
safe levels of vapour in accordance with the current German statutes
are not achieved, then the Landlord shall leave vapour removal
pipework system in place under floor slabs and relocate filtration
equipment outside of production halls for further monitoring and use.
(5) Remove any further asbestos, asbestos cement or other harmful elements
identified by Arcadis investigation 7th-17th July from the building
and dispose offsite.
(6) Clean all paint on the steel structure by steam. Landlord guarantees
to prepare all steelwork to a clean and sound condition to enable the
application of the project paint system by others.
(7) Remove all PCB filled transformers from site and dispose. Remove any
PCB contaminated material from transformer pens.
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(8) Remove all waste oils, paints, chemicals including empty containers
from site prior to handover.
(9) Obtain certification from competent authorities on old hazardous
material (Altlasten) pursuant to section 14.3 Lease and in deviation
to section 14.3, certification from Arcadis on all other hazards.
2. Internal Strip out
------------------
(1) Remove all internal partition walls e.g. paint cabins
(2) Remove heating system including pipes, radiators and blower/heaters
(3) Strip-out gantry cranes and crane rails (excepting for the original
crane to be preserved)
(4) Strip out all existing electrical power switchgear, distribution,
lighting, cabling etc.
(5) Strip out ventilation systems, curtains, telephones, first aid boxes
and all other fixtures.
(6) Dismantle and remove paint drying equipment from the basement under
the first Production Hall
(7) Strip out painting equipment from outbuilding to western side
(8) Remove boiler equipment, flues, pipework, water treatment equipment
etc. from boiler rooms and dispose off site taking care that no
asbestos is uncovered during this work.
3. Building works
--------------
(1) Remove and rebuild any unsound areas of brickwork identified in
condition survey
(2) Repoint other areas of exposed brickwork as required
(3) (item per Exhibit-C is technically not good, as it will create
moisture in the building, stops breathing - Equinix to reconsider)
(4) Construct bullet resistant (Beschusswiderstandsklasse M 4) blockwork
(or precast concrete panel) walls behind remaining windows of
protected western, eastern and northern facades. In the event that
competent authorities (Denkmalschutzbehoerde) allow to brick windows,
windows have to be bricked according to instructions from these
competent authorities.
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(5) Cast new reinforced concrete floor to agreed specification (min
25kN/m2 loading) throughout the second Production Hall.
(6) Infill spaces left in the new floor of first production Hall following
removal of internal walls, electrical switchgear etc.
4. Existing Office block Refurbishment
-----------------------------------
(1) Strip out existing office partitions/ceilings/floor coverings
(2) Strip out sinks, showers, toilets, tiling etc from basement.
(3) Refurbish ground floor as entrance area and offices.
(4) Second floor to be fitted out as individual offices. Fit out to be to
modem commercial standard with suspended ceilings and carpeted floors,
but without partition walls; Landlord to install partition walls at
Tenant instructions (Landlord will have the 6 months period to install
such walls)
(5) Refurbish all floors in cellar and ground floor to take uniformly
distributed loads of 7.5 kN/m2; and first floor to take uniformally
distributed loads of 5 kN/m2
(6) Provide new lighting, heating, and phone connections to offices
(7) Basement to be left as bare shell with minimum lighting/heating as
storage
5. External works
--------------
(1) Demolish the surrounding outbuildings in accordance with Landlord's
Improvements Plan - Exhibit C, to 1 metre below ground level and
remove all demolition materials from site. The foundation and ground
work of the building remains until Tenant in accordance with Mainova
have decided in which way cables for electricity have to pass the real
estate. If Tenant does not require the foundation, then Landlord shall
remove.
(2) Fuel tanks to be cleaned and refurbished to a standard suitable for
process water storage duty.
(3) Construct NATO perimeter security fence 2.1 metres high from steel
posts and wire mesh fabric with 45 degree extension arms with three
rows of barbed wire complete with 6 metre wide security gates. Fence
to be located 18 metres from existing production halls as indicated on
Exhibit A plan.
(4) Obtain necessary permits and fell the trees indicated on the Site Plan
- Exhibit C and remove the stumps. Clear bushes adjacent to existing
office to provide vehicular access around buildings
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(5) Landlord will design and implement a landscaping scheme to form buffer
zone around the buildings including planting of replacement trees to
compensate for those felled.
(6) Construct car parking for 25 vehicles as shown on the Site Plan
Exhibit C. Car parking to be designed with adequate lighting levels
for 24 hour operations.
(7) The Landlord will arrange for the Mains gas supply to be disconnected
at the property boundary.
(8) Existing Chimney stack to be surveyed and remedial works undertaken to
ensure it is safe for duration of lease. This may include re-pointing
the brickwork, filling or reinforcing the stack, capping off,
repainting or replacement of the steel bands and a new lightening
protection system.
B. Building works to be completed after 7th February 2001
1. Site Clean Up
-------------
(1) Thoroughly clean the building prior to handover to remove all dust and
other contaminating materials.
(2) Complete underfloor gas remediation to safe levels in accordance with
current German statutes then remove pipework and equipment.
2. Roofing
-------
"Northlight" roof to first Production Hall
(1) Check condition of existing lightweight concrete infill planks and
remove if necessary
(2) Strip off existing wired glazing panels and dispose
(3) Install an aluminum profile cladding system over entire roof area
including new channels to valleys with minimum 1:48 fall. The work to
be carried out to DIN 18299, DIN 18338 and DIN 18339. Aluminum
sections and sheets proposed for covering the roof openings must be to
specification Z-14.1-181
(4) Provide falls ( minimum 1:4 8 ) to the existing flat valley between
the two roofs to prevent ponding and fit new meshes to top of
downpipes
Roof to second Production Hall
(5) Remove skylight cupolas
(6) Close openings in lightweight concrete slabs (method to be agreed)
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(7) Install new waterproofing system to entire roof to give a 30 year
guarantee watertight
(8) Replace cupolas or replacements, or instead of steps 5 through 8
above, any other method of achieving a watertight roof structure for
30 (thirty) years, e.g. the process suggested on page 2 of RKW report
on meeting of June 09, 2000 (copy attached hereto)
Roofs generally
(9) Provide new, safe roof access from within the building. Remove
existing roof ladders.
(10) Repair/ replace roof gutters and drainage pipework to match style of
existing
(11) Install new Lightning Protection system to latest VDE specification
(12) Roof insulation to be in compliance with local building regulations
and provide for a normal temperature in the shed hall areas of 20 deg.
C +/- 1 deg. C.
3. Building works
--------------
(1) Close up doorways not required for new layout (Brick external to
match/block internal)
(2) Replace internal rainwater pipes and box in with leak detection
4. External works
--------------
Install a new lightening protection system on the roof.
5. New Mezzanine Floor
-------------------
Landlord uses his best endeavors to obtain a building permit
(Baugenehmigung) from competent authorities for a mezzanine floor (with
approx 2,000 m2 space and minimum floor to ceiling height of 5 m) in
production hall.
Prior to construction of the mezzanine floor, Landlord shall submit the
design to Tenant for his review and approval. In the event the Tenant
grants approval and Landlord constructs the Mezzanine, then the Tenant is
not obliged to rent the space. If Tenant elects to rent the space, then
both parties agree that the rental rate will be set at DM 22/m2 per month
for the mezzanine floor.
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