EXHIBIT 10.40
Third Supplement to the Lease Agreement
dated August 7, 2000 ("The Lease")
by and between
1) Naxos Schmirgelwerk Mainkur GmbH, Gutleutstra(B)e 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, Gutleutstra(B)e 175, 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
Grundstucksverwal- tungsgesellschaft GbR, Frankfurt/M; and
3) Equinix. Inc., a Delaware Corporation, 2450 Bayshore Parkway, Mountain View,
CA 94043, USA, represented by Christopher L. Birdsong;
as supplemented by the First and the Second Supplements to the Lease Agreement,
dated October 11 and December 22, 2000 respectively.
The Parties hereto, on this 8th day of March 2001 agree the Lease, as amended by
the First and Second Supplements as follows:
1. The First Supplement the Lease Agreement, dated October 11, 2000 is amended
as follows:
1.1 Last paragraph under item 1, page 2 of 8 is deleted and replaced with
the following; "Landlord is relieved of his duty to perform any works
to the existing roofing to the First and Second Production Halls.
Tenant to modify and/or replace the existing roofing at their own
expense and risk in obtaining the necessary permit to meet their design
criteria and schedule. Tenant agrees to complete necessary
modifications to the roof by April 30, 2003."
1.2 Page 5 of 8, Lease Exhibit C-1 "Existing Office block Refurbishment"
sub-item 5 "Refurbish all floors in cellar and ground floor to take
uniformly distributed loads
of 7.5 kN/m2; and first floor to take uniformly distributed loads of
5kN/m2" to be deleted in its entirety;
1.3 Page 7 of 8, Lease Exhibit C-l, item 2 "Roofing" section sub-items 1-8
inclusive, 10, 11 and 12 to be carried out by Tenant with sub-item 9 to
remain as part of the Landlord scope and to be carried out at the time
of Tenant work on the roof. If however, the Tenant encounters
difficulties with the public authorities which do not allow to perform
the works to the roof in line with the paragraph "Dach" of page 2 of
the RKW-letter dated June 13, 2000 (as attached to the Lease), the
Landlord shall assist the Tenant and shall, if required, obtain all
necessary permits for the roof work.
2. With reference to Article 1.3, page 6 of the Lease Agreement, the Parties
are in agreement to the following modification:
"...Landlord shall obtain all necessary permits for the construction
of works associated with Lease Exhibit C-1, at Landlord's expense"
3. With reference to Article 2.3, page 9 of the Lease Agreement, delete the
last paragraph; "If, after receiving the aforesaid notice. . . for a period
of time equivalent to the period of such delay." in its entirety.
4. With reference to Article 3.4, page 12 of the Lease Agreement, the Parties
are in agreement to the following modification:"
"Competitors: For the 3 year Option period, Landlord shall not rent
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other parts of the Property to telecommunication companies,
telehouses, data centers, Internet businesses, or other direct
competitors. If Tenant does not exercise either the first or second
option to expand phase 2 (Articles 1.5.1, 1.5.2-b) or both of these
options, then this clause becomes invalid and Tenant agrees to release
the Easement on the additional property outside the Security Fence for
Phase I as depicted in Exhibit C - Landlord Improvements drawing.
5. With reference to Article 4.4.1, page 12 of the Lease Agreement, third line,
delete ". . . from the Site Building or . . . "
6. With reference to Article 7.2 Consent, page 19 of the Lease Agreement,
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replace the words "five (5)" in the seventh line with "fourteen (14)"
7. With reference to Article 9.1, page 20 of the Lease Agreement, replace ". .
. one year." In the eighth line with "...five years."
8. With reference to Article 13 EASEMENT, page 23 of the Lease Agreement, add
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the following Article:
13.5 If Tenant does not exercise either the first or second option to
expand - phase 2 (Articles 1.5.1, 1.5.2-b) or both of these options,
then this clause
becomes invalid and Tenant agrees to release the Easement on the
additional property outside the Security Fence for Phase 1 as depicted
in Exhibit C - Landlord Improvements drawing."
9. With reference to Article 20, page 28 of the Lease Agreement, the following
modifications are to be incorporated:
9.1 Third bullet item "Written promise by supplier to supply18-24 months
after signature of lease)," to be deleted in its entirety;
9.2 Fourth bullet, delete the following wording only "permission (local)
authorities regarding approvals and permits for (diesel) generators,
fuel tanks, antenna(-s) and satellite dish(-es); including";
9.3 Delete the sub-heading "Tenant shall also be entitled to cancel this
Lease, if"
9.4 Fifth bullet "Landlord does not get permission for. . . options per
Art. 1.5 of this Lease." To be deleted in its entirety;
9.5 Sixth bullet item "Landlord is late by one...damages reserved)." To be
deleted in its entirety.
10. The Parties hereby agree to move the Handover date from Saturday, April 7,
2001 to Wednesday, Apri1 25, 2001.
All other obligations of the Parties pursuant to the Lease as amended by the
First and Second Supplements to the Lease shall remain intact.
1. TENANT
Equinix, Inc.
By: /s/ Christopher L. Birdsong
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Christopher L. BIRDSONG
Title: Director IBX Development and Operations
Date: 08 March 2001
2. LANDLORD
2.1. Naxos Schmirgelwerk Mainkur GmbH
By: /s/ Gunter Rothenberger
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Gunter ROTHENBERGER
Title: Managing Director
Date:_________________________________________
2.2. A.A.A. Aktiengesellschaft Allgemeine Anlagenverwaltung vorm. Seilwolff AG
von 1890
By: /s/ Gunter Rothenberger /s/ Sven Rothenberger
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Gunter ROTHENBERGER Sven ROTHENBERGER
Title: President
Date:_________________________________________