Exhibit 10.126
Execution Copy
LEASE AGREEMENT
by and between
iSTAR EL SEGUNDO LLC
a Delaware limited liability company
as LANDLORD
and
EQUINIX OPERATING CO., INC.,
a Delaware corporation,
as TENANT
Premises: Maple Data Center
1920 East Maple Avenue
El Segundo, California 90245
Dated as of December 21, 2005
TABLE OF CONTENTS
Page
1.
DEMISE OF PREMISES
1 2.
CERTAIN DEFINITIONS
1 3.
TITLE AND
CONDITION
7 4.
USE OF LEASED PREMISES; QUIET ENJOYMENT
8 5.
TERM
9 6.
BASIC RENT
10 7.
ADDITIONAL RENT
10 8.
PAYMENT OF
IMPOSITIONS
12 9.
COMPLIANCE WITH LAWS AND EASEMENT AGREEMENTS;
ENVIRONMENTAL MATTERS
13 10.
LIENS; RECORDING
15 11.
MAINTENANCE AND
REPAIR
15 12.
ALTERATIONS AND IMPROVEMENTS
16 13.
APPROVED
ALTERATIONS
18 14.
INDEMNIFICATION
19 15.
INSURANCE
20 16.
CASUALTY AND CONDEMNATION
23 17.
TERMINATION EVENTS
25 18.
RESTORATION
25 19.
ASSIGNMENT AND SUBLETTING
26 20.
EVENTS OF
DEFAULT
28 21.
REMEDIES AND DAMAGES UPON DEFAULT
29 22.
NOTICES
32 23.
ESTOPPEL CERTIFICATE
32 24.
SURRENDER
32 25.
NO MERGER OF
TITLE
33 26.
BOOKS AND RECORDS
33 27.
NON-RECOURSE AS TO LANDLORD
33 28.
FINANCING
334 29.
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT
35 30.
TAX TREATMENT; REPORTING
36 31.
SECURITY DEPOSIT
36 32.
MISCELLANEOUS
37 33.
PUBLICITY
39
EXHIBITS
EXHIBIT A
Premises EXHIBIT B
Equipment EXHIBIT C
Schedule of Permitted
Encumbrances EXHIBIT D
Initial Alterations EXHIBIT E
Landlord's Wiring
Instructions EXHIBIT F
Form of Guaranty Schedule 1
Basic Rent and Option
Rent Calculations
-i-
Execution Copy
LEASE AGREEMENT
THIS LEASE AGREEMENT is made as of December 21, 2005, by and between iSTAR EL
SEGUNDO LLC, a Delaware limited liability company ("Landlord"), with an address
at c/o iStar Financial Inc., 1114 Avenue of the Americas, 27th Floor, New York,
New York 10036, and EQUINIX OPERATING CO., INC., a Delaware corporation
("Tenant"), with an address at c/o Equinix, Inc., 301 Velocity Way, 5th Floor,
Foster City, California 94404.
In consideration of the rents and provisions herein stipulated to be paid and
performed, Landlord and Tenant hereby covenant and agree as follows:
1. Demise of Premises. Landlord hereby demises and lets to Tenant, and Tenant
hereby takes and leases from Landlord, for the term and upon the provisions
hereinafter specified, the following described property (hereinafter
collectively referred to as the "Leased Premises"): (a) the premises described
in Exhibit "A" hereto, together with the Appurtenances (collectively, the
"Land"); (b) the buildings, structures and other improvements now or hereafter
located on the Land, including, without limitation, the roof of the buildings
located on the Land (collectively, the "Improvements"); and (c) the fixtures,
machinery, equipment and other property described in Exhibit "B" hereto
(collectively, the "Equipment").
2. Certain Definitions.
"Adjustment Date" shall mean the Adjustment Date as defined in Schedule 1.
"Additional Rent" shall mean Additional Rent as defined in Section 7(a).
"Affiliated Party" shall mean Affiliated Party as defined in Section 19(a).
"Alterations" shall mean all changes, additions, improvements or repairs to, all
alterations, reconstructions, renewals, replacements or removals of and all
substitutions or replacements for