Exhibit 10.112

 

January 10, 2005

 

CONFIDENTIAL

 

VIA FACSIMILE AND OVERNIGHT DELIVERY

 

Board of Directors

 

i-STT Investments Pte Ltd

51 Cuppage Road

#10-11/17

Starhub Centre

Singapore 229469

 

Dear Jean,

 

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 (650) 513-7057.

 

Very truly yours,

 

/s/ RENEE F. LANAM


Renee F. Lanam

 

cc:

 

General Counsel, STT Communications Ltd

   

Brandi Galvin

   

Brett Pletcher

 

ACKNOWLEDGED AND AGREED:

 

i-STT Investments Pte. Ltd.

By:

 

/s/ JEAN MANDEVILLE


Title:

 

Jean Mandeville, Director

Date:

 

11 January 2005

 

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