Exhibit 10.50 Agreement by and between 1. Naxos Schmirgelwerk Mainkur GmbH Gutleutstra(beta)e 175, 60327 Frankfurt, represented by the manager with single representative power Gunter Rothenberger, and 2. A.A.A. Aktiengesellschaft Allgemeine Anlageverwaltung vorm. Seilwolff AG von 1890, Gutleutstra(beta)e 175, 60327 Frankfurt, represented by the board member with single representative power Gunter Rothenberger, as Civil Code Partnership under the name Naxos-Union Grundstucksverwaltungs- gesellschaft GbR, - hereinafter "Landlord" - and Equinix, Inc. 2450 Bayshore Parkway, Mountain View, CA 94043, USA, a Delaware Company. - hereinafter "Tenant" - represented by Mr. Chris Birdsong by notarized proxy dated April 19, 2002, receipt of which is confirmed by the Landlord. The parties hereto agree as follows: 1 1. Preamble Landlord and Tenant are parties to a Lease for the property Orber Stra(beta)e 8, Frankfurt-Fechenheim (hereinafter "Property"), in the version of July 3, 2001. 1.1 The contract provides a) for a term of 20 years, ending August 7, 2020. The Tenant has not yet used the Property. b) the Tenant's obligation to reconstruct the roof of the building on the Property at an estimated expense of DM 2.700.000,00 plus ancillary costs, c) the Tenant's obligation to clean and paint the buildings structural steel on the Property, d) the Tenant's obligation to keep the Property in good order that comprises the obligation to heat the buildings sufficiently in winter to avoid water damage. 1.2 The Tenant has been granted an easement over the Property. 1.3 The Tenant's obligations to the Landlord are secured by a LC by The Chase Manhattan Bank, England, dated October 18, 2001 in the amount of EUR 1.073.271,10 (DM 2.099.136,00) for the benefit of the Landlord. 1.4 The Tenant has entered into a Supply of Electricity Agreement with Mainova AG and has made an advance payment of EUR 1.022.583,70 plus VAT (DM 2.000.000,00 plus 16 % VAT, altogether DM 2.320.000,00) to Mainova for certain work to be performed by Mainova in this context. 1.5 Because of an Agreement between the Landlord (the Civil Code Company) and A.A.A. Aktiengesellschaft Allgemeine Anlageverwaltung vorm. Seilwolff AG von 1890 of June 20, 2001, the Landlord shall suffer a damage of at least EUR 746.114,00 by the early termination of the lease. 1.6 The damage that is caused to the Landlord by the early termination amounts to EUR 15 million - 30 million. 2. Following the negative development of the Tenant's industry and business, the Tenant has announced to the Landlord that it will have to cease its rental payments after the payment of the rent for May 2002. The Tenant faces potential adverse financial consequences, in the alternative. For this reason, the Tenant has given termination notice to the Landlord, effective May 31, 2002. Furthermore, the Tenant has failed to perform his obligations pursuant to Sections 1.1 b) - d) above which has resulted in substantial rust and water damage in the Property. 3. Settlement In view of the premises the Parties agree to settle their dispute as follows: 3.1 The Landlord accepts the termination for cause of the Lease by the Tenant per May 31, 2002 on condition that the following payment- and other obligations of the Tenant are fully paid and performed. 3.2 The Tenant shall make the following payments to the Landlord: a) the May 2002 rent in the amount of EUR 148.754,12 as agreed. b) the payment of EUR 64.997,98 to Allgemeine Hypothekenbank Rheinboden AG, Frankfurt, by May 31, 2002. c) an amount of EUR 250.000,00 (in addition to the payment pursuant to Sections 3.3 and 3.7) as damages for the failure to reconstruct the roofs of the buildings on the Property, by May 10, 2002. d) an amount of EUR 1.750.000,00 to compensate for the water and rust damage in the building as well as for other damage, that was caused by the Tenant's failure to paint the steel structure and heat the building as well as by the early termination of the Lease, by the 10th of May, 2002. 3.3 The Tenant will not raise any objections against the Landlord's drawing of the Chase uc in the amount of EUR 1.073.271,10 and acknowledges the Landlord's right to do this. 3.4 The Tenant gives its consent to cancel the easement in the land register of the Property. The Tenant will sign the required document to this effect and shall submit all required powers-of attorney/approvals to the land register by June 1, 2002. 3.5 The Tenant hereby assigns any and all rights for repayment of its advance payment made to Mainova AG to the Landlord as partial compensation for the damage suffered by the Landlord and will repeat such assignment in a separate document as per Appendix 1. The Tenant does not enter into any obligation, however, that Mainova AG will pay anything or is obliged to pay anything but still use its best efforts to support the Landlord to pursue its payment claims. Any reasonable costs of the Tenant that arise in this context shall be compensated by Landlord. The Parties are aware that the matter may end up in German court. The above second paragraph has precedence over Section 3 of Appendix 1 hereto. 3.6 As partial compensation of the damage, the Landlord shall be entitled to purchase 1.150.000 Equinix, Inc. shares that are traded at the stock exchange for US$11.500,00 (payable to Equinix, Inc.). Without additional payment, the Landlord can request delivery of 1.150.000 Equinix, Inc. shares which can be sold and traded at the stock exchange after the lapse of a one year holding period pursuant to US Securities Laws. The closing value of an Equinix, Inc. share on April 25, 2002 was US$ 0,63. The Tenant agrees to issue to the Landlord share-warrants for 1.150.000 (one million one hundred-fifty-thousand) warrant shares of Equinix, Inc. (the Tenant). The Parties agree to sign the separate warrant agreement that is attached hereto as Appendix 2, for this purpose. 3.7 The Parties agree that with the performance of the Tenant's obligations pursuant to Sec. 3.1 - 3.6 hereof, as well as payment of the LC to the Landlord or its bank by Chase on or before June 10, 2002, any and all obligations of the Tenant to the Landlord including any VAT obligation under and in connection with the Lease are finally settled and cancelled, no matter whether known or unknown and whether based on contract, tort or any other reason. This also applies for any Landlord's rights and claims against affiliates or banks of the Tenant in the same context. 3.8 With the signing hereof, the Landlord is entitled to rent out the Property for its own benefit and to otherwise freely use it. 3.9 This Agreement is entered into under the condition precedent that the supervisory board of A.A.A. Aktiengesellschaft Allgemeine Anlagenverwaltung vorm. Seilwolff AG von 1890 grants its consent by May 6, 2002, 4 p.m. 4. Sundry Provisions 4.1 The Parties agree to keep this Agreement confidential unless they are obliged by law or other contract to make it known to others. 4.2 This Agreement is subject to German law. Frankfurt/Main is place of venue. 4.3 In case of discrepancies between the English and German texts of this Agreement, the English version shall prevail. Frankfurt, this 26th day of April 2002 Frankfurt, den 26. April 2002 Landlord/Vermieter Tenant/Mieter Naxos Schmirgelwerk Mainkur GmbH Equinix, Inc. /s/Gunter Rothenberger /s/Chris Birdsong - -------------------------------------- ----------------------------- Gunter Rothenberger Chris Birdsong A.A.A. Aktiengesellschaft Allgemeine Anlageverwaltung vorm. Seilwolff AG von 1890 /s/Gunter Rothenberger - ---------------------------------------------- Gunter Rothenberger Appendix 1 Contract of Assignment Between Equinix, Inc. a company under the law of Delaware, 2450 Bayshore Parkway, Mountain View, CA 94043, USA, represented by Christopher L. Birdsong (hereafter referred to as "Equinix") and Naxos-Union Estate Management Company GbR, comprising of 1. Naxos Schmirgelwerk (Emery Works) Mainkur GmbH, Gutleutstra(beta)e 175, 60327 Frankfurt am Main, represented by their Manager Gunter Rothenberger. 2. A.A.A. Aktiengesellschaft Allgemeine Anlageverwaltung (Public Limited Company General Management) formerly Seilwolff AG from 1890, Gutleutstra(beta)e 175, 60327 Frankfurt am Main represented by Herr Gunter Rothenberger und Mr Sven Rothenberger. (hereafter referred to as "Naxos GbR") 1. Equinix has leased the property at Oberstra(beta)e 7 / Wachtersbacherstra(beta)e 83 in Frankfurt am Main from Naxos GbR with the Leasing Contract of 07.08.2000, the currently valid version is the 4th amendment from 03.07.2001. To cover the particularly high requirements for electricity for their business, Equinix has acquired the right to future provision of an increased amount of electricity (12 MVA) via an offer from Mainova AG of the 30.05.2000 and the Reservation Contract between Equinix and Mainova AG of 6.10./11.10./13/10/2000 . Equinix has paid a building cost allowance and a reservation fee of DM 2,320,000.00 according to payment requirements of Mainova AG of 20.10.2000. 2. Contrary to their original plans, Equinix is discontinuing its business in Germany. Equinix therefore no longer has interest in the increased provision of electricity to the property by Mainova AG. Equinix hereby transfers all claims they had against Mainova AG, regardless of the reasons for the claims, to Naxos GbR. Naxos GbR will take on this transfer. 3. Equinix is hereby obliged to support Naxos GbR in any way required, which is required in order to enforce the transferred rights against Mainova AG. Equinix [signature] For Naxos GbR [signature] 26 April 2002 (Gunter Rothenberger) As the sole authorised represented Manager for the only represented partner if Naxos Scmirgelwerk Mainkur GmbH