EQUINIX INC
2ND SUPPLEMENT TO LEASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.39
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>2ND SUPPLEMENT TO LEASE AGREEMENT
<TEXT>

<PAGE>

                                                                   EXHIBIT 10.39
                                              *CONFIDENTIAL TREATMENT REQUESTED.
CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                                                                     COMMISSION.

                    Second Supplement to the Lease Agreement

                       dated August 7, 2000 ("the Lease")

by and between

1)       Naxos Schmirgelwerk Mainkur GmbH, Gutleutstra(beta)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(beta)e 175, 60327 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 Grundstucksverwaltungsgesellschaft 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 Supplement to the Lease Agreement, of October 11,
2000.

The Parties hereto, on this 22nd day of December 2000 agree to modify the Lease,
as supplemented by the First Supplement dated October 11, 2000, as follows:

1.       Pursuant to Sec. 7 ("Handover") of the Summary of Basic Lease
         Information, the Landlord shall hand over to the Tenant office space
         ([*] m(2)), First Production Hall ([*] m(2)) and Second Production Hall
         ([*] m(2)) at the end of six months after the signing of the Agreement.
         The Agreement was signed on August 7, 2000. February 7, 2001 thus is
         the Handover date.

The Parties hereby agree to move the Handover date from February 7, 2001 by two
months to Saturday, April 7, 2001.

2.       Pursuant to Sec. 9(b) ("Rent") of the Summary of Basic Lease
         Information, the Parties rent-free period before the start of payment
         of Rent for Premises (Site and Building) is [*] months after Handover,
         and the start of payment of advance on Service Charges is [*] months
         after Handover (October 7 and April 7, 2001 respectively).

2.1      The Parties hereby agree to commence payment of the Rent from [*]. The
         monthly Rent will be a fixed amount for 32 (thirty two) months (i.e.
         until September 30, 2003) based on the following formula, exclusive of
         VAT :

                                      [*]
         ----------------------------------------------------------------------
                                      [*]

__________________
*CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>

2.2      As of October 1, 2003 the Rent plus Service Charges will be re-adjusted
         per the terms of the Lease agreement for the remaining period of the
         Lease agreement and will then be the amount shown in Sec. 9a Summary of
         Basic Lease Information as eventually increased pursuant to Sections 9c
         Summary and Article 4a.2 Lease.

3.       With reference to Article 12.1.2, the Parties are in agreement to
         assign the Lease agreement from Equinix, Inc. to Equinix GmbH,
         Frankfurt, once it has been formed by registration in the commercial
         register as a subsidiary of Equinix Netherlands B.V. The transfer of
         the rights and obligations under the Lease Agreement from Equinix Inc.
         to GmbH shall be done by another supplement to this Lease Agreement.
         Landlord agrees to sign a proper supplement to the Lease Agreement
         after he has been submitted:

         -      Written guaranty by the parent company (Equinix Netherlands
                B.V.) for all obligations of GmbH under the Lease of the
                Landlord, and

         -      a guaranty by a European Bank with German banking facilities in
                the amount of (to be mutually agreed in another supplement to
                this Lease Agreement) for all obligations of GmbH to Landlord
                under the Lease. The Landlord simultaneously shall agree that
                Equinix Inc. is released from all obligations under the Lease
                and shall return the guaranty given by Equinix Inc. pursuant to
                Art. 4a.1 (1) Lease.

As an alternative to submitting the above-mentioned bank guaranty, GmbH shall be
entitled, at its choice, to put an equal amount into a German bank account over
which the Landlord and GmbH may jointly dispose, as a security for all claims of
the Landlord under the Lease.

4.       Pursuant to Art. 13 Lease, Landlord has agreed to register an Easement
         on the property ranking before all other encumbrances other than
         encumbrances II 1 and 2. The Landlord faces problems financing the
         construction of the Leased Premises because of this obligation. For
         this reason, the Parties agree as follows: Tenant allows Landlord to
         register a land charge or mortgage of up to DM 15,000,000 (Deutsche
         Mark fifteen million) in favour of a third party, a Bank and or a
         Leasing Company with priority over the Easement to be registered for
         Landlord. The Parties agree to take appropriate steps to assure that
         any funds drawn by the Landlord under this land charge or mortgage are
         exclusively used for the purpose of putting the leased object into the
         state of construction which is required by the Lease. In particular,
         the Bank shall not make any payments against the land charge or
         mortgage without the prior written consent by Tenant.

         The Landlord may only approve ("bewilligen") the registration of the
         land charge after Tenant and Bank have agreed that the Bank, in case of
         failure of the Landlord to pay what it owes to the bank under the loan
         agreement for which the land charge/mortgage serves as collateral shall
         transfer its rights under the mortgage to the Tenant against payment of
         the amount of DM 15,000,000 due plus, at most, interest in the amount
         of DM 400,000 on overdue amounts. The bank must further have agreed to
         transfer any and all rights that it may have been granted by the Tenant
         by assignment of the rent and other claims of the Landlord versus the
         Tenant as well as
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         the assignment of the payment claim for which the land charge or
         mortgage serves as collateral to the Tenant, simultaneously against
         payment of the above-mentioned amount.

         The Landlord hereby agrees that, in such case, it owes all amounts to
         Tenant that it owed to the Bank prior to his failure to pay.

         The Parties are in agreement that the Tenant then may cease paying rent
         and service charges to the Landlord and, instead, may set-off his
         obligation to pay Rent and Service Charges against his claim against
         the Landlord for repayment of the amount that the Tenant has paid to
         the Bank for the Landlord.

         The Parties are further in agreement that, in such case, the Tenant
         shall be free to employ another service company to render any Services
         under the Lease that the Landlord has ceased to render in the
         contractually agreed quality and quantity, at the expense of the
         Landlord.

All other obligations of the Parties pursuant to the Lease as amended by the
First and Second Supplements to the Lease shall remain intact.

TENANT

Equinix, Inc.


By:     /s/ Christopher L. Birdsong
        -------------------------------------------
        Christopher L. BIRDSONG

Title:  Director IBX Development and Operations

Date:   16 Jan 01
        -------------------------------------------


LANDLORD

Naxos Schmirgelwerk Mainkur GmbH

By:     /s/ Gunter Rothenberger
        -------------------------------------------
        Gunter ROTHENBERGER

Title:  Managing Director

Date:   18 December 2000
        -------------------------------------------


A.A.A. Aktiengesellschaft Allgemeine Anlagenverwaltung vorm. Seilwolff AG von
1890
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By:     /s/ Gunter Rothenberger                  /s/ Sven Rothenberger
        -----------------------------------      ------------------------------
        Gunter ROTHENBERGER                      Sven ROTHENBERGER

Title:  President

Date:   18 December 2000
        -----------------------------------
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