CONFIDENTIAL VIA FACSIMILE AND OVERNIGHT DELIVERY
Exhibit 10.112
January 10, 2005
CONFIDENTIAL
VIA FACSIMILE AND OVERNIGHT DELIVERY
Board of Directors
i-STT Investments Pte Ltd
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Dear ▇▇▇▇,
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 (▇▇▇) ▇▇▇-▇▇▇▇.
Very truly yours,
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| cc: |
General Counsel, STT Communications Ltd | |
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ACKNOWLEDGED AND AGREED:
| i-STT Investments Pte. Ltd. | ||
| By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | |
| Title: |
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Director | |
| Date: |
11 January 2005 | |
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