EXHIBIT 99.2
FORM OF
NOTICE OF GUARANTEED DELIVERY
FOR
13% SENIOR NOTES DUE 2007
OF
EQUINIX, INC.
As set forth in the Prospectus dated _____________ __, 2000 (the
"Prospectus") of Equinix, Inc. (the "Company") and in the accompanying Letter of
Transmittal and instructions thereto (the "Letter of Transmittal"), this form or
one substantially equivalent hereto must be used to accept the Company's
exchange offer (the "Exchange Offer") to purchase all of its outstanding 13%
Senior Notes due 2007 (the "Initial Notes") in exchange for the Company's 13%
Senior Notes due 2007, if (i) certificates representing the Initial Notes to be
tendered for purchase and payment are not lost but are not immediately
available, (ii) time will not permit the Letter of Transmittal, certificates
representing such Initial Notes or other required documents to reach State
Street Bank and Trust Company of California, N.A. (the "Exchange Agent") on or
prior to 5:00 p.m., New York City time, on the Expiration Date or (iii) the
procedures for delivery of the Initial Notes through book-entry transfer into
the Exchange Agent's account at The Depository Trust Company ("DTC") in
accordance with DTC's Automated Tender Offer Program cannot be completed on a
timely basis. This form may be delivered by an Eligible Institution by mail or
hand delivery or transmitted, via facsimile (receipt confirmed by telephone) to
the Exchange Agent as set forth below. All capitalized terms used herein but not
defined herein shall have the meanings ascribed to them in the Prospectus.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
___________ __, 2000 UNLESS THE OFFER IS EXTENDED (THE "EXPIRATION DATE").
TENDERS OF INITIAL NOTES MAY BE WITHDRAWN UNDER THE PROCEDURES DESCRIBED IN
THE PROSPECTUS AT ANY TIME PRIOR TO 5:00 P.M. ON THE EXPIRATION DATE.
BY MAIL, HAND OR OVERNIGHT CARRIER: THE EXCHANGE AGENT
- ------------------------------------------------------- ---------------------------------------------------------
State Street Bank and Trust Company The Exchange Agent
of California, N.A. State Street Bank and Trust Company
c/o State Street Bank and Trust Company of California, N.A.
2 Avenue de Lafayette
Corporate Trust Window, LCC5 BY FACSIMILE:
Boston, MA 02111-1724 (For Eligible Institutions Only)
Attn: Ralph Jones (617) 662-1452
CONFIRM BY TELEPHONE:
(617) 662-1548
Attn: Ralph Jones
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION VIA
FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
This form is not to be used to guarantee signatures. If a signature on the
Letter of Transmittal is required to be guaranteed by an "Eligible Institution"
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the signature box on the Letter of Transmittal.
Ladies and Gentlemen:
The undersigned hereby tender(s) to the Company, upon the terms and subject
to the conditions set forth in the Exchange Offer (as described in the
Prospectus) and the Letter of Transmittal, receipt of which is hereby
acknowledged, the aggregate principal amount of Initial Notes set forth below
pursuant to the guaranteed delivery procedures set forth in the Prospectus under
the caption "The Exchange Offer -- Guaranteed Delivery Procedure."
The undersigned understands that tenders of Initial Notes will be accepted
only in principal amounts equal to $1,000 or integral multiples thereof. The
undersigned understands that tenders of Initial Notes pursuant to the Exchange
Offer may not be withdrawn after 5:00 p.m., New York City time, on the
Expiration Date. Tenders of Initial Notes may be withdrawn if the Exchange
Offer is terminated without any such Initial Notes being purchased thereunder or
as otherwise provided in the Prospectus under the caption "The Exchange Offer --
Withdrawal of Tenders."
All authority herein conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall survive the death or incapacity of the undersigned,
and every obligation of the undersigned under this Notice of Guaranteed Delivery
shall be binding upon the heirs, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and other legal
representatives of the undersigned.
PLEASE COMPLETE AND SIGN
Signature(s) of Registered Holders) or Authorized Name(s) of Registered Holders(s)
Signatory:
____________________________________________________________
_______________________________________________________ ____________________________________________________________
_______________________________________________________
_______________________________________________________ Address:
_______________________________________________________ ____________________________________________________________
____________________________________________________________
Principal Amount of Initial Notes Tendered:
_______________________________________________________ Area Code and Telephone No.:
_______________________________________________________ ____________________________________________________________
Certificate No(s). of Initial Notes (if available): If Initial Notes will be delivered by book-entry
transfer at The Depository Trust Company,
_______________________________________________________ insert Depository Account No.:
_______________________________________________________ ____________________________________________________________
____________________________________________________________
Date:
_______________________________________________________
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This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of Initial Notes exactly as its (their) name(s) appear on certificates
for Initial Notes or on a security position listing as the owner of Initial
Notes, or by person(s) authorized to become registered holder(s) by endorsements
and documents transmitted with this Notice of Guaranteed Delivery. If signature
is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or
other person acting in a fiduciary or representative capacity, such person must
provide the following information.
Please print name(s) and address(es)
Name(s):________________________________________________________________________
Capacity:_______________________________________________________________________
Address(es):____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
Do not send Initial Notes with this form. Initial Notes should be sent to
the Exchange Agent together with a properly completed and duly executed Letter
of Transmittal.
The undersigned, a member firm of a registered national securities exchange
or of the National Association of Securities Dealers, Inc. or a commercial bank
or trust company having an office or a correspondent in the United States,
hereby (a) represents that each holder of Initial Notes on whose behalf this
tender is being made "own(s)" the Initial Notes covered hereby within the
meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as amended, (b)
represents that such tender of Initial Notes complies with such Rule 14e-4, and
(c) guarantees that, within five business days from the date of this Notice of
Guaranteed Delivery, a properly completed and duly executed Letter of
Transmittal (or a facsimile thereof), together with certificates representing
the Initial Notes covered hereby in proper form for transfer (or confirmation of
the book-entry transfer of such Initial Notes into the Exchange Agent's account
at The Depository Trust Company, pursuant to the procedure for book-entry
transfer set forth in the Prospectus) and required documents will be deposited
by the undersigned with the Exchange Agent.
The undersigned acknowledges that it must deliver the Letter of Transmittal
and Initial Notes tendered hereby to the Exchange Agent within the time period
set forth above and that failure to do so could result in financial loss to the
undersigned.
Name of Firm:_____________________________________________________________
Authorized Signature:_____________________________________________________
Address:__________________________________________________________________
Area Code and Telephone No.:______________________________________________
Authorized Signature:_____________________________________________________
Name:_____________________________________________________________________
(Please Type or Print)
Title:____________________________________________________________________
Date:_____________________________________________________________________
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