EXHIBIT 10.51
DATED 27/TH/ FEBRUARY 2002
QUATTROCENTO LIMITED
and
EQUINIX LIMITED
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AGREEMENT TO SURRENDER
of a lease of
Swan House Whitby Avenue Park Royal London NW10
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THIS AGREEMENT is made the 2nd day of February, 2002
BETWEEN
(1) QUATTROCENTO LIMITED whose registered office is at 45 The Esplanade St
Helier Jersey Channel Islands JE4 8WQ (registered in Jersey under
Company Number 68191) ("the Landlord") and
(2) EQUINIX UK LIMITED (Company Registration Number 3923886) whose
registered office is at 100 New Bridge Street London EC4V 6JA ("the
Tenant")
NOW IT IS HEREBY AGREED as follows:
1. Interpretation
1.1 In this Deed except where the context otherwise requires the following
words and expressions shall have the following meanings:
"Completion" means the later of the Completion Date and the date
of actual completion
"Completion Date" means five working days after the Landlord is in
receipt of cleared funds for all sums due pursuant
to the Letter of Credit
"Conditions" means the Standard Commercial Property Conditions
(First Edition)
"Lease" means the lease of which short particulars are set
out in The Schedule
"Letter of Credit" means a letter of credit issued by Comerica Bank -
California naming the Tenants as applicant and the
Landlord as beneficiary for the amount of(pound)
500,000
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"Property" means all that leasehold property more particularly
described in the Lease and shall unless otherwise
stated include each and every part thereof
1.2 The headings in this Agreement are for ease of reference only and shall
not affect its construction
2. Agreement
The Tenant agrees that on the Completion Date it will surrender its
estate interest and rights in the Property together with all tenant's
fixtures fittings and all partitions within the Property with the
intent that the residue then unexpired of the term granted by the Lease
shall merge and be extinguished in the reversion of the Landlord
immediately expectant thereon and the Landlord agrees to accept such
surrender
3. Completion
3.1 The surrender shall be completed at the offices of the Landlord's
solicitors or as they may reasonably direct
3.2 On Completion the Landlord and the Tenant shall execute and deliver to
the other a Deed of Surrender in the form of the draft annexed
3.3 On Completion the Landlord will take 600,000 shares in Equinix Inc. and
the Tenant will complete or procure the completion of all necessary
paperwork to vest the ownership of the said shares in the Landlord
4. Capacity of the Tenant
The Tenant will surrender with full title guarantee
5. Title
5.1 Title to the Property shall be deduced by the Tenant and shall consist
of office copies of the entries on the register and the filed plan of
Title Number NGL 789558 and copies of any documents noted on the
register (if required)
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5.2 The Tenant's title to the Property having been deduced prior to the
signing hereof (as the Landlord hereby admits) the Landlord hereby
confirms that it accepts the title so deduced and shall not be entitled
to raise any requisition thereon or objection thereto.
6. Vacant Possession
The Property will be surrendered with vacant possession on Completion.
7. Carry Out Works
The Landlord shall be entitled to enter the Property after the date
hereof with or without workmen at all times for the purposes of
completing the works to this Property which have not been completed by
the Tenant in breach of the provisions of clause 3.26 of the Lease and
the Landlord and the Tenant accept that such actions shall not
constitute or be deemed to constitute a surrender of the Lease
8. Conditions
So far as necessary the Conditions shall be deemed to be incorporated
in this Agreement so far as they are applicable to an agreement for the
surrender of a lease and are not inconsistent with or varied by this
Agreement (on the footing that the Tenant shall be deemed to be the
seller and the Landlord the buyer).
9. Landlord and Tenant Act 1954
This Agreement is conditional upon an Order of the Mayor's and City of
London Court made pursuant to the provisions of Section 38(4)(b) of the
Landlord and Tenant Act 1954 (as amended by the Law of Property Act
1969)
10. Costs
Each party agrees to pay the proper costs and disbursements (including
the Value Added Tax) that they incur in connection with the preparation
of this Agreement and in connection with the surrender
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11. No Assignment
The Tenant may not assign or otherwise dispose of the benefit and
burden of this Agreement and agrees that it will not assign underlet or
otherwise dispose of its interest in the Lease prior to Completion of
this Agreement
12. No Merger
Notwithstanding Completion the provisions of this Agreement shall
continue in full force and effect until completely fulfilled
13. Third Party Contracts Act
For the purpose of the Contracts (Rights of Third Parties) Act 1999 it
is agreed that nothing in this Agreement shall confer on any third
party any right to enforce or any benefit of any of the terms of this
Agreement.
AS WITNESS the hands of the parties hereto or their duly authorised
representatives the day first above written
SIGNED by )
duly authorised )
for and on behalf of )
QUATTROCENTTO LIMITIED )
in the presence of
SIGNED by )
duly authorised )
for and on behalf of )
EQUINIX UK LIMITED )
in the presence of )
SIGNED by )
duly authorised )
for and on behalf of )
EQUINIX UK LIMITED )
in the presence of )
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THE SCHEDULE
The Lease
A lease dated 14 July 2000 and made between the Landlord (1) and the Tenant (2)
of the property known as Swan House Whitby Avenue Park Royal London NW10 and
registered at HM Land Registry with Title Number NGl 789558.
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