Exhibit 1
[EQUINIX COMPANY LETTERHEAD]
10 January 2005
CONFIDENTIAL
VIA FACSIMILE AND OVERNIGHT DELIVERY
Board of Directors
i-STT Investments Pte Ltd
00 Xxxxxxx Xxxx
#00-00/00
Xxxxxxx Xxxxxx
Xxxxxxxxx 000000
Dear Xxxx,
RE: A-1 NOTE CONVERSION
This letter memorializes the agreement between i-STT Investments Pte Ltd
("i-STT") and Equinix, Inc. ("Equinix" or the "Company") regarding the
conversion of 95% of the Company's A-1 Notes held by i-STT into shares of the
Company's Series A-1 Preferred Stock. All capitalized terms not otherwise
defined in this letter agreement shall have the meanings ascribed to them in
that certain Securities Purchase Agreement dated October 2, 2002, among the
Company and i-STT (the "Purchase Agreement").
Equinix hereby elects to effect an Optional Conversion of 95% of the A-1 Notes
and PIK Notes paid through November 1, 2004, plus 95% of the accrued and unpaid
PIK Notes that would have been due had the A-1 Notes remained outstanding
through February 14, 2005 (collectively, the "Converted Notes"). The shares
issuable upon conversion of Converted Notes are calculated as follows:
95% of A-1 Notes, including 95% of PIK Notes paid
through November 1, 2004: $36,543,032.69
95% of accrued and unpaid interest November
1, 2004 through February 14, 2005: $ 1,492,173.84
Conversion price: $ 9.1779
Series A-1 Preferred Stock issuable January 1, 2005: 4,144,216
By executing this letter agreement in the space designated below, i-STT hereby
agrees that, as of 12:01 a.m. Pacific Time on January 1, 2005 (the "Settlement
Date"), the Converted Notes shall be converted into a total of 4,144,216 Series
A-1 Preferred Stock. Equinix undertakes to take any and all measures to effect
the subsequent conversion of any or all of the 4,144,216 Series A-1 Preferred
Stock into 4,144,216 Common Stock, as may be required from time to time by
i-STT, following i-STT's exercise of such conversion right(s) pursuant to
Equinix's Certificate of Designation dated 30 December 2002.
If you have any questions concerning this matter, please contact me at
(000) 000-0000.
Very truly yours,
Xxxxx X. Xxxxx
cc: General Counsel, STT Communications Ltd
Xxxxxx Xxxxxx
Xxxxx Xxxxxxxx
ACKNOWLEDGED AND AGREED:
i-STT Investments Pte. Ltd.
By: ________________________
Title: ________________________
