Exhibit 10.19
EXECUTION COPY
TELEHOUSE 25 BROADWAY CENTER SPACE LICENSE
FOR ORIGINAL
GLOBECOMM, INC.
This Space License (the "License") made this 29th day of May, 1998, by and
between TELEHOUSE International Corporation of America, a Delaware corporation,
having an address at 0 Xxxxxxxx Xxxxx, Xxxxxx Xxxxxx, Xxx Xxxx, 00000
("TELEHOUSE") and Globecomm, Inc., a Delaware corporation, having an address at
00 Xxxxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000 ("Licensee").
W I T N E S S E T H:
WHEREAS, TELEHOUSE and Sony Corporation of America ("Sublandlord") have
entered into an agreement (the "Xxxxxxxxx") dated April 11, 1997, covering the
leasing of a portion of the 5th floor of an office building located at 00
Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 (25 Broadway, the "Building"). The Xxxxxxxxx
is subject to that certain lease as amended by First Amendment to Lease, dated
January 9, 1986 (collectively, the "Prime Lease"), between 25 Broadway Realty
Company, as landlord ("Prime Landlord"), and X.X. Xxxxxx & Company, Inc.
predecessor in interest to Xxxxxx Brothers Inc. ("Landlord"), as tenant, and
Sublease dated as of June 29, 1988, between X.X. Xxxxxx & Company, Inc.,
predecessor in interest to Xxxxxx Brothers Inc., as sublessor, and CBS Records,
Inc. (the "Prime Sublease"), predecessor in interest to Sublandlord as
sublessee, as amended by First Amendment to Sublease, dated as of August 28,
1996, covering the fifth floor of the Building.
WHEREAS, Licensee wishes to operate its computer and/or communications
systems located at the TELEHOUSE premises in the Building, and TELEHOUSE is
willing to grant to Licensee an exclusive license to use a portion of the
TELEHOUSE premises for such purposes under the terms and conditions contained
herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter contained and for other good and valuable consideration, TELEHOUSE
and Licensee hereby agree as follows:
1. Use of Space. Licensee shall use a part of TELEHOUSE premise (the
"Space"), as shown in Exhibit A "Space Plan Specifications". The size of the
Space shall be approximately 800 square feet used solely for the installation
and operation of equipment as listed in Exhibit B "Equipment List", in
connection with Licensee's business, to the extent allowed in the Xxxxxxxxx.
Licensee covenants and agrees that Licensee shall not use the Space for any
other purposes whatsoever unless otherwise specifically authorized in writing by
TELEHOUSE. Licensee's use of the Space is to be conducted in accordance with all
security procedures adopted by TELEHOUSE.
2. Prohibited Uses. Licensee shall not at any time use or allow any person
to use the Space, or do or permit anything to be done or kept in or about the
Space that: (a) violates any certificate of occupancy in force for the Building;
(b) causes or is likely to cause damage to the Building or the Space, any
equipment, facilities or other systems therein; (c) constitutes a violation of
any Legal Requirement; (d) violates a requirement or condition of the standard
fire insurance policy issued for office or data processing buildings in the City
of New York or, in the absolute judgement of TELEHOUSE constitutes an
extra-hazardous condition; (e) constitutes a nuisance, annoyance or
inconvenience to other lessees, licensees or occupants of the Building or any
portion of the Space or interferes with or disrupts the use or occupancy of any
area of the Building or any portion of the Space by other lessees, licensees or
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occupants of the Building or the Space; (f) interferes with the computer or
telecommunications operations of the Building or the Space; (g) constitutes an
unlawful, immoral or objectionable occurrence or condition; or (h) violates any
provision of the Xxxxxxxxx.
3. Services Provided. TELEHOUSE shall provide certain support
(collectively, the "Services") for the Licensee's equipment installed in the
Space: (1) installation support ("Installation Services") including necessary
power connections, floor tile cutouts, equipment and terminal connections as
detailed in the Installation Support Work Description attached hereto as Exhibit
C and incorporated by reference herein; (2) conditioned environment with
controlled access, as shown in Exhibit A, including UPS backed electricity and
computer air conditioning, and (3) engineering support ("Engineering Services")
for the ordering, installation coordination and acceptance testing of
telecommunications facilities and services as detailed in the Engineering
Support Work Description attached hereto as Exhibit D and incorporated by
reference herein. Any additional services other than the Services thus defined
and the fees to be paid for such additional services are subject to written
amendment of this License upon mutual agreement between TELEHOUSE and Licensee.
Licensee acknowledges that TELEHOUSE may temporarily interrupt the Services for
the reasons of mandate by law, utility stoppage beyond its control, or
inspection and repair required to operate and maintain the plumbing, mechanical
and electrical systems of the Building. TELEHOUSE shall endeavor to provide
prior written notice to Licensee of such scheduled inspections and repairs.
4. Floor Load. Licensee shall not place a load upon any floor of the Space
which exceeds either the load per square foot which such floor was designed to
carry (80 lbs. per square foot) or that which is allowed by law. TELEHOUSE
reserves the right to prescribe the weight and position of all safes, business
machines and mechanical equipment.
5. Equipment Installation and Removal. Licensee shall provide the
equipment installation work. Prior to the expiration of this License, Licensee,
at its expense, shall remove from the Space, all of Licensee's property, and
Licensee shall repair any damage to the Space or the Building resulting from the
installation or removal of Licensee's property.
6. Term. The term of this License (the "Term") shall be three (3) years,
commencing June 15th, 1998 and end at noon on June 14th, 2001 (the "Termination
Date")
7. License Fees. Licensee shall pay to TELEHOUSE $10,667.00 per month
(License Fees) for the License granted and the Services provided hereunder by
TELEHOUSE. In addition, Licensee shall pay TELEHOUSE a one-time payment of
$20,000.00 for Installation Services as provided above.
Licensee understands that receipt of all one time installation fees and
pre-payment of one months license fee is required prior to TELEHOUSE commencing
Installation Services and Licensee being permitted access to the site or
delivery of lines and equipment. A one time fee of $500 per private line and
$100 per switched line applies for installation of communication circuits
wherein TELEHOUSE Engineering Support is utilized as per Exhibit D, (except for
circuits installed prior to Commencement Date). In addition to any fees
specified herein, Licensee shall also be responsible for the payment of sales
and/or use taxes, if any, imposed by any governmental authority or agency in
connection with the license granted here or services performed hereunder. Any
additional services, including additional equipment operation to be performed by
TELEHOUSE for Licensee which are not covered by this License and the
consideration to be paid by Licensee for such additional services shall be
subject to the mutual agreement of TELEHOUSE and Licensee and shall be set forth
in writing. In the event that Licensee fails to pay the License Fees set forth
in this Section 7 within ten days (10) after such payment is due, then Licensee
shall pay TELEHOUSE a late charge equal to 5% of such past due payment as an
agreed liquidated amount as compensation for TELEHOUSE's additional
administrative expense relating to such late payment.
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8. Power Usage Fees. Licensee agrees to pay for cost of actual power used
by Licensee's installed equipment ("Power Fees"). Such Power Fees will be based
on rates paid by TELEHOUSE for electrical power at the site and actual meter
readings for power panels providing power to Licensee's equipment.
9. Insurance. During the Term of this License, TELEHOUSE shall maintain
All Risk casualty insurance, covering the TELEHOUSE premises in the Building and
insuring such premises in the amount of its full replacement value. During the
Term, Licensee shall maintain, at its expense, All Risk casualty insurance
covering Licensee' property in the amount of their replacement value. During the
Term of this License, TELEHOUSE shall maintain public liability insurance
covering the TELEHOUSE premises in the Building and insuring against all hazards
and risks customarily insured against by persons operating data communications
buildings. Licensee, at its expense, shall maintain, at all times during the
Term of the License, comprehensive general liability insurance, written on an
occurrence basis with blanket contractual liability coverage, with respect to
use of the Space and operation of business therein, with combined single-limit
coverage of not less than One Million Five Hundred Thousand Dollars
($1,500,000). TELEHOUSE may increase the policy amount to be maintained by
Licensee under this Section 9 as TELEHOUSE deems necessary in order to maintain
adequate liability coverage.
TELEHOUSE International Corporation of America, Sony Corporation of
America, 25 Broadway Realty Company, and Xxxxxx Brothers Inc., shall be
designated as additional insured on any insurance policy required by this
Section 9. Licensee shall deliver to TELEHOUSE certificates of insurance for the
insurance coverage required by this Section 9, in form reasonably satisfactory
to TELEHOUSE, issued by the insurance company or its authorized agent, on or
before the Commencement Date. All policies shall provide that they cannot be
cancelled or modified unless TELEHOUSE is given 30 days prior written notice of
such cancellation or modification.
10. Indemnity. Licensee shall indemnify and hold harmless TELEHOUSE
against all claims, suits, expenses, losses, liabilities or damages resulting
from any breach by Licensee of any material provision of this License or from
any negligence, gross negligence or willful misconduct of Licensee. TELEHOUSE
shall, subject of Section 11 below, indemnify and hold harmless Licensee against
all claims, suits, expenses, losses, liabilities or damages directly resulting
from a material breach by TELEHOUSE of any material provision of this License
due to gross negligence or willful misconduct of TELEHOUSE.
11. Limitation of Liability. Notwithstanding Section 10 above, in no event
shall TELEHOUSE be liable for (i) lost profits, lost information or any damages
to Licensee or any of Licensee's customers' business or property caused by any
error in judgement of, or any action taken or omitted by, TELEHOUSE, or any
interruption of the Services, unless such error, action, omission or
interruption constitutes or results from gross negligence or willful misconduct
of TELEHOUSE; or (ii) special, consequential or punitive damages as a result of
its performance or nonperformance of this License. TELEHOUSE shall not be liable
for any claims, suits, expenses, losses, liabilities or damages caused by
Licensee's failure to perform its responsibilities under this License or by
failure of TELEHOUSE to fulfill its obligations under this License due to causes
beyond its control, including, but not limited to, defects in computer and/or
communications systems provided by Licensee, acts of God, interruption of power
or other utilities, interruption of transportation or communication services,
acts of civil or military authority, national emergencies, or strike. Licensee
shall not be liable for its failure to perform its non-monetary obligations
hereunder due to causes beyond its control, including but not limited to,
defective telecommunication systems or equipment provided by Licensee, acts of
God, interruption of power or other utilities, interruption of transportation or
communication services, acts of civil or military authority, national
emergencies or strike. In the event TELEHOUSE is found to be liable for claims,
suits, expenses, losses, liabilities or damages pursuant to this Section 11,
TELEHOUSE's liability per wrongful action or inaction of TELEHOUSE shall be the
least of (a) the provable amount of actual damages directly incurred from such
action or inaction, or (b) in the case of services interruption, the amount of
the monthly fees paid by Licensee to TELEHOUSE prorated by the number of days in
which the Services are interrupted, or (c) the amount of the monthly fees paid
by Licensee to TELEHOUSE. In no event shall TELEHOUSE's
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liability be greater than the monthly fees it receives.
12. Confidentiality. Each party, for itself, its agents, employees and
representatives agrees that it will not divulge any confidential or proprietary
information which it receives from the other party, except as may be required in
the performance of the Services or the implementation of the project with
respect to which the Services are rendered; provided, however, that no liability
shall arise hereunder as a result of the dissemination of any information which
(i) was in the possession or control of one party prior to the date of
disclosure to that party by the other party hereunder, or (ii) was in the public
domain or enters the public domain through no improper act by the party to which
such information was disclosed or any of that party's agents or employees, or
(iii) was rightfully given to a party by a source independent of the other
party, and provided further, that each party shall be permitted to disclose any
information to the extent required by applicable law or governmental
authorities. Any report or other document prepared by TELEHOUSE in the
performance of the Services for use by Licensee shall be deemed to be
confidential information hereunder.
13. Binding Agreement; Assignment. This License shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns, except that Licensee shall not be permitted to assign this License or
any interest herein without the prior written consent of TELEHOUSE, which
consent shall not be unreasonably withheld. Licensee shall not pledge, mortgage
or encumber this License or any interest herein and shall not (without the prior
written consent of TELEHOUSE) assign this License or any interest herein or
permit any other person or entity to occupy the TELEHOUSE Space. Licensee shall
reimburse TELEHOUSE on demand for any reasonable costs that may be incurred by
TELEHOUSE in connection with any proposed assignment. Notwithstanding any
assignment, Licensee will remain fully liable for the payment of fees and for
the performance of all the other obligations of Licensee contained in this
License. The consent by TELEHOUSE to any assignment shall not relieve Licensee
of the obligation to obtain the consent of TELEHOUSE to any future assignment.
14. Cooperation of Licensee. Licensee shall fully cooperate with TELEHOUSE
in connection with TELEHOUSE's performance of the Services. Licensee shall, with
reasonable promptness, provide all information reasonably required by TELEHOUSE
for its performance of the services, and shall make designated representatives
available for regular consultation at such times and places as TELEHOUSE shall
reasonably request.
15. No Agency Relationship Implied. It is acknowledged and agreed by
Licensee that TELEHOUSE performs the Services hereunder solely as an independent
contractor and that no joint venture, partnership, employment, agency or other
relationship is intended, accomplished or embodied in this License. TELEHOUSE
shall have the sole and exclusive right to supervise, manage, control and direct
its performance of this License.
16. Default.
(a) Failure to Pay Fees. In the event Licensee fails to pay monthly or
other fees within fifteen (15) days of TELEHOUSE's written notice to Licensee of
its failure to pay when due and demand for the immediate payment thereof,
TELEHOUSE may at its sole discretion take any or all of the following actions:
(i) prohibit Licensee's access to the Space; (ii) terminate Operational Services
to Licensee as defined in Exhibit C; (iii) restrict vendor access to work on
Licensee's equipment and/or circuits and (iv) terminate this License. In the
event Licensee fails to perform or comply with any other provision of this
License within ten (10) days of TELEHOUSE's written notice to Licensee of its
failure to so perform or comply, TELEHOUSE may terminate this License.
Additionally, in the event of Licensee's default under this License and failure
to cure such default within the time periods specified, Prime Landlord or
Landlord or Sublandlord may also terminate this License. Licensee shall in any
event remain fully liable for damages as provided by law and for all costs and
expenses incurred by TELEHOUSE on account of such default, including reasonable
attorneys' fees. Licensee's obligation to pay all fees and charges which have
been
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accrued shall survive any termination of this License.
(b) Early Termination. Licensee may elect early termination at the end of
the first or second year of the License Term. In the event of a termination of
this License by Licensee prior to the end of the Term, Licensee shall provide
TELEHOUSE written notification at least 60 days prior to effective date of such
early termination. Such termination must include payment of the penalty fee and
remaining monthly fees for that year. Written notification will be considered
invalid if not accompanied by such payment. Penalty fee for termination on the
first anniversary is one-time payment of $15,000.00; for termination at second
anniversary a one time payment of $7,000.00.
(c) Cross Default. In the event Licensee fails to observe and perform any
material provisions of any other license or lease agreement with TELEHOUSE, if
any, for space in the Building or in any other building in the TELEHOUSE complex
to be observed or performed by Licensee, where such failure continues beyond any
grace period set forth in such other license or lease agreement for the
remedying of such default, TELEHOUSE may, at its option, terminate this License.
17. Termination of License. If (a) TELEHOUSE exercises its right to
terminate the License pursuant to Section 16 above, or (b) Prime Landlord or
Landlord or Sublandlord terminates this License pursuant to Section 16 above, or
(c) the Term of the License shall expire and terminate, then in each such case,
Licensee shall immediately quit and peacefully surrender the portion of the
Space it occupies to TELEHOUSE, and TELEHOUSE may recover the Space, by summary
proceedings or any action or proceeding, and remove all occupants and property
from the Space. If the space is not surrendered upon the expiration or earlier
termination of the License, Licensee hereby indemnifies TELEHOUSE against loss,
cost, expense, damage, claim or liability, including reasonable attorneys fees,
resulting from delay by Licensee in so surrendering the space. Licensee's
obligations under this Section 17 shall survive the expiration or early
termination of the License.
18. Notices. All notices, reports, requests or other communications given
pursuant to this License shall be made in writing, shall be delivered by hand
delivery, fax, or overnight courier service, shall be deemed to have been duly
given when delivered, and shall be addressed as follows:
To Licensee: Globecomm, Inc.
00 Xxxxxxxx
Xxx Xxxx, XX 00000
Attn.: Xxx Xxxxxxx, SVP
Phone: 000-000-0000 Ext. 10
Fax: 000-000-0000
To TELEHOUSE: TELEHOUSE International Corporation of America
0 Xxxxxxxx Xxxxx
Xxxxxx Xxxxxx, XX 00000
Attention: Sales & Marketing Dept.
Fax: 000-000-0000
19. Governing Law. The rights and obligations of the parties under this
License shall be governed by and construed and enforced in accordance with the
laws of the State of New York without giving effect to conflicts of laws
provisions.
20. Entire Agreement. The License constitutes the entire agreement between
TELEHOUSE and Licensee with respect to the use of the Space and the Services,
and may be modified only by a written instrument signed by a duly authorized
officer on behalf of each party. No representation or statement not contained in
this License shall be binding upon TELEHOUSE as a warranty or otherwise.
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IN WITNESS WHEREOF, the parties hereto have duly executed this License as
of the day and year first above written.
TELEHOUSE International
Globecomm, Inc. Corporation of America
By /s/ Xxx Xxxxxxx By /s/ Xxxxxxxx Xxxxxxxx
------------------------- -------------------------
Name: Xxx Xxxxxxx Name: Xxxxxxxx Xxxxxxxx
Title: Senior Vice President Title: President
Attachments:
Exhibit A - Site Plan
Exhibit B - Licensee's Equipment List
Exhibit C - Installation Support Work
Exhibit D - Engineering Support Work
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EXHIBIT A
TELEHOUSE BROADWAY CENTER
SITE I (PARTIAL)
EXHIBIT A
GLOBECOMM SITE PLAN
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EXHIBIT B
INSTALLATION SUPPORT WORK
TELEHOUSE shall provide the following Installation Services:
Site Preparation
1. The location for each of twenty (20) equipment cabinets will be
provided with one, 20 amp circuit (UPS power) with two L5-20 IG
receptacles plus one floor tile cutout to Licensee's specification.
2. Security cage with key lock.
3. Removal of existing office and conference room.
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EXHIBIT C
EQUIPMENT LIST
(To Be Provided by Licensee)
Cabinet Equipment Power Heat Size Weight
ID ID (Kva) (BTU) (HxWxD) (pounds)
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EXHIBIT D
ENGINEERING SUPPORT WORK DESCRIPTION
Upon receipt of Licensee's written request and specifications, TELEHOUSE will
perform the following engineering coordination work on the Licensee's behalf:
1) provide competitive carrier pricing information*
2) submit line order to carrier designated by Licensee*
3) confirm carrier's order number and scheduled installation date
4) coordinate line installation by carrier
5) confirm line operation by end-to-end or other such testing procedures as
may be appropriate
6) accept line from carrier upon approval of Licensee.
7) coordinate equipment (CSU, DSU, mux, etc.) and cable installation
associated with new line installation*
8) coordinate and perform point to point or end to end XXXX test from
equipment to equipment*
9) coordinate and perform programming of equipment*
* Optional services based on Licensee's request and specific configuration
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FIRST AMENDMENT TO TELEHOUSE BROADWAY CENTER CO-LOCATION LICENSE
between ORIGINAL
TELEHOUSE INTERNATIONAL CORPORATION OF AMERICA
and
XXXXX.XXX (FORMERLY GLOBECOMM, INC.)
THIS FIRST AMENDMENT TO TELEHOUSE BROADWAY CENTER CO-LOCATION
LICENSE (this "Amendment") is made and entered into as of the 18 day of January,
1999, by and between TELEHOUSE International Corporation of America, a Delaware
corporation, with an address at 0 Xxxxxxxx Xxxxx, Xxxxxx Xxxxxx, Xxx Xxxx, 00000
("TELEHOUSE") and Xxxxx.xxx (formerly Globecomm, Inc.), a Delaware corporation,
having an address at 00 Xxxxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000 ("Licensee").
W I T N E S S E T H:
WHEREAS, TELEHOUSE and Licensee have entered into a License dated as
of the 29th day of May, 1998 (the "License") granting Licensee a nonexclusive
license to use a portion of the TELEHOUSE premises at 25 Broadway to operate its
computer and/or communications systems,
WHEREAS, TELEHOUSE and Licensee mutually desire to complete the term
of the License and the Licensee wishes to operate under an alternate company
name during the remainder of the License term, and in order to accomplish that,
TELEHOUSE and Licensee mutually desire to amend the License, upon the terms and
conditions set forth in this Amendment;
NOW THEREFORE, in consideration of the mutual promises and covenants
hereinafter contained and for other good and valuable consideration, TELEHOUSE
and Licensee hereby agree as follows:
1. Amendment of License.
Wherein the License a reference is made to the company name
Globecomm, Inc., such company name will be amended to read Xxxxx.xxx.
2. Confirmation of License. Except as modified by this Amendment,
the License is and shall remain in full force and effect. TELEHOUSE and Licensee
hereby ratify and confirm all of the terms and provisions of the Licensee, as
amended hereby.
IN WITNESS WHEREOF, TELEHOUSE and Licensee have hereunto executed
this Amendment by their respective duly authorized representatives as of the day
and year first above written.
TELEHOUSE International
XXXXX.XXX Corporation of America
By /s/ Xxx Xxxxxxx By /s/ Xxxxxxxx Xxxxxxxx
------------------------- -------------------------
Name: Xxx Xxxxxxx Name: Xxxxxxxx Xxxxxxxx
Title: Senior Vice President Title: President
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ORIGINAL
SECOND AMENDMENT TO TELEHOUSE BROADWAY CENTER SPACE LICENSE
between
TELEHOUSE INTERNATIONAL CORPORATION OF AMERICA
and
XXXXX.XXX
THIS SECOND AMENDMENT TO TELEHOUSE BROADWAY CENTER SPACE LICENSE
(this "Amendment"), is made and entered into as of the 18 day of January, 1999,
by and between TELEHOUSE International Corporation of America, a Delaware
corporation, with an address at 0 Xxxxxxxx Xxxxx, Xxxxxx Xxxxxx, Xxx Xxxx, 00000
("TELEHOUSE") and Xxxxx.xxx, a Delaware corporation, having an address at 00
Xxxxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000 ("Licensee").
W I T N E S S E T H:
WHEREAS, TELEHOUSE and Licensee have entered into a License dated as
of May 29, 1998 and as amended by First Amendment date December 04, 1998 (the
"License") granting Licensee a nonexclusive license to use a portion of the
TELEHOUSE premises at 25 Broadway to operate its computer and/or communications
systems,
WHEREAS, TELEHOUSE and Licensee mutually desire that Licensee
license additional space, and in order to accomplish that, TELEHOUSE and
Licensee mutually desire to amend the License, upon the terms and conditions set
forth in this Amendment;
NOW THEREFORE, in consideration of the mutual promises and covenants
hereinafter contained and for other good and valuable consideration, TELEHOUSE
and Licensee hereby agree as follows:
1. Amendment of License.
a. Amendment of Section 1. Section 1, Use of Space, is hereby
amended by changing the second sentence beginning with the words "The size of
the Space shall be approximately 800 square feet", to read as follows:
Effective as of September 15, 1998, the size of the Space shall be
approximately 800 sq. ft and effective September 15, 1998, 1,120 square feet
used solely for the installation and operation of equipment as listed in Exhibit
B "Equipment List", in connection with Licensee's business, to the extend
allowed in the Xxxxxxxxx.
b. Amendment of Section 7. Section 7, License Fees, the first
sentence is hereby amended to read as follows:
"7. License Fees. Licensee shall pay to TELEHOUSE $10,667.00 per month,
and effective September 15, 1998 $14,934.00 per month (Licensee Fees), for the
License granted and the Services provided hereunder by TELEHOUSE.
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2. Confirmation of License. Except as modified by this Amendment, the License is
and shall remain in full force and effect. TELEHOUSE and Licensee hereby ratify
and confirm all of the terms and provisions of the Licensee, as amended hereby.
IN WITNESS WHEREOF, TELEHOUSE and Licensee have hereunto executed
this Amendment by their respective duly authorized representatives as of the day
and year first above written.
TELEHOUSE International
XXXXX.XXX, INC. Corporation of America
By /s/ Xxx Xxxxxxx By /s/ Xxxxxxxx Xxxxxxxx
------------------------- -------------------------
Name: Xxx Xxxxxxx Name: Xxxxxxxx Xxxxxxxx
Title: Senior Vice President Title: President
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ORIGINAL
THIRD AMENDMENT TO TELEHOUSE BROADWAY CENTER SPACE LICENSE
between
TELEHOUSE INTERNATIONAL CORPORATION OF AMERICA
and
XXXX.XXX
THIS THIRD AMENDMENT TO TELEHOUSE BROADWAY CENTER SPACE LICENSE
(this "Amendment"), is made and entered into as of the 9 day of March, 1999, by
and between TELEHOUSE International Corporation of America, a Delaware
corporation, with an address at 0 Xxxxxxxx Xxxxx, Xxxxxx Xxxxxx, Xxx Xxxx, 00000
("TELEHOUSE") and Xxxx.xxx, a Delaware corporation, having an address at 00
Xxxxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000 ("Licensee").
W I T N E S S E T H:
WHEREAS, TELEHOUSE and Licensee have entered into a License dated as
of May 29, 1998 and as amended by First Amendment dated January 18, 1999, the
Second Amendment dated January 18, 1999, and the Third Amendment dated March 3,
1999, (the "License") granting Licensee a nonexclusive license to use a portion
of the TELEHOUSE premises at 25 Broadway to operate its computer and/or
communications systems,
WHEREAS, TELEHOUSE and Licensee mutually desire that Licensee
license additional space, and in order to accomplish that, TELEHOUSE and
Licensee mutually desire to amend the License, upon the terms and conditions set
forth in this Amendment;
NOW THEREFORE, in consideration of the mutual promises and covenants
hereinafter contained and for other good and valuable consideration, TELEHOUSE
and Licensee hereby agree as follows:
1. Amendment of License. Wherein the License a reference is made to the
company name Xxxxx.Xxx (formerly Globecom), such company name will be amended to
read Xxxx.Xxx.
a. Amendment of Section 1. Section 1, Use of Space is hereby amended
by changing the second sentence beginning with the words "The size of the Space
shall be approximately 800 square feet", to read as follows:
"Effective as of September 15, 1998, the size of the Space shall be
approximately 800 sq. ft and effective September 15, 1998, 1,120 square feet
used solely for the installation and operation of equipment as listed in Exhibit
B "Equipment List", and effective April 1, 1999, the addition of space in Site
II, to accommodate eight (8) of the Licensee's equipment cabinets."
b. Amendment of Section 7. Section 7, License Fees, the first
sentence is hereby amended to read as follows:
"7. License Fees. Licensee shall pay to TELEHOUSE $10,667.00 per month,
and effective September 15, 1998 $14,934.00 per month (Licensee Fees), and
effective April 1, 1999, Licensee shall pay TELEHOUSE an additional $4,800.00
per month (License Fees) for eight (8) equipment cabinets".
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c. Amendment of Exhibit B. Exhibit B, Installation Work Support, is
amended as per the attached, revised Exhibit B.
2. Confirmation of License. Except as modified by this Amendment, the
License is and shall remain in full force and effect. TELEHOUSE and Licensee
hereby ratify and confirm all of the terms and provisions of the Licensee, as
amended hereby.
IN WITNESS WHEREOF, TELEHOUSE and Licensee have hereunto executed
this Amendment by their respective duly authorized representatives as of the day
and year first above written.
TELEHOUSE International
Xxxx.Xxx, Inc. Corporation of America
By /s/ Xxx Xxxxxxx By /s/ Xxxxxxxx Xxxxxxxx
------------------------- -------------------------
Name: Xxx Xxxxxxx Name: Xxxxxxxx Xxxxxxxx
Title: Senior Vice President Title: President
Attachments: Exhibit B - Installation Support Work
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EXHIBIT B
INSTALLATION SUPPORT WORK
TELEHOUSE shall provide the following installation Services related to cabinets
in Site II:
Site Preparation
1. The location for each of twenty (20) equipment cabinets were be provided
with one, 20 amp circuit (UPS power) with two L5-20 IG receptacles plus
one floor tile cutout to Licensee's specifications. The location for each
of eight (8) additional equipment cabinets, will be provided with one 30
amp circuit (UPS power) with two (2) L5-15 IG receptacles in R3 drip proof
panelatte with covers, plus one floor tile cutout to Licensee's
specification for $9,600.00.
2. Equipment
Power strips, sixteen (16)15 amp with L5-15 plugs, four (4)15 amp with
5-15 plugs.
Cost $110.00 x 20 = $2,200.00 plus tax.
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