Confirmation for Additonal Capped Call Transactions - Goldman, Sachs & Co.



 Exhibit 10.8 
 EXECUTION COPY 
 CONFIRMATION FOR ADDITIONAL CAPPED CALL TRANSACTION 
  

			
	Date:	  	June 9, 2009
		
	To:	  	Equinix, Inc. (“Counterparty”)
		
	Telefax No.:	  	(650) 513-7907
		
	Attention:	  	General Counsel
		
	From:	  	Goldman, Sachs & Co. (“Dealer”)
		
	Telefax No.:	  	212-428-1980
		
	A/C:	  	028346658

 Transaction Reference Number: SDB 1630539738 
 The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced Transaction
entered into on the Trade Date specified below between Dealer and Counterparty. This Confirmation supplements, forms a part of, and is subject to the Master Terms and Conditions for Capped Call Transactions dated as of June 9, 2009 and as
amended from time to time (the “Master Confirmation”) between Dealer and Counterparty. 
 1. The definitions and provisions
contained in the Definitions (as such term is defined in the Master Confirmation) and in the Master Confirmation are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this
Confirmation, this Confirmation will govern. 
 2. The particular Transaction to which this Confirmation relates is entered into as part of
an integrated hedging transaction of the Convertible Notes pursuant to the provisions of Treasury Regulation Section 1.1275-6. 
 3. The
particular Transaction to which this Confirmation relates shall have the following terms: 
  

			
	 Trade Date:
	  	June 9, 2009
		
	Effective Date:	  	The closing date of the issuance of the Convertible Notes that are Option Securities (as defined in the Underwriting Agreement).
		
	Premium:	  	An amount in USD equal to the product of (x) the Number of Units and (y) USD26.576.
		
	Premium Payment Date:	  	The Effective Date
		
	Convertible Notes:	  	4.75% Convertible Subordinated Notes of Counterparty due 2016, offered pursuant to a Prospectus to be dated June 9, 2009 and issued pursuant to the Indenture.









			
	Number of Units:	  	The number of Convertible Notes in denominations of USD1,000 principal amount issued by Counterparty on the closing date for the Overallotment Exercise (as defined below) and that are Option
Securities.
		
	Applicable Percentage:	  	20%
		
	Strike Price:	  	As of any date, an amount in USD, rounded to the nearest cent (with 0.5 cents being rounded upwards), equal to USD1,000 divided by the Unit Entitlement.
		
	Cap Price:	  	USD114.816
		
	Number of Shares:	  	The product of the Number of Units, and the Unit Entitlement.
		
	Expiration Date:	  	June 15, 2016
		
	Unit Entitlement:	  	As of any date, a number of Shares per Unit equal to the “Conversion Rate” (as defined in the Indenture, but without regard to any adjustments to the Conversion Rate pursuant to the
Excluded Provisions of the Indenture).
		
	Relevant Convertible Notes:	  	Whether any Convertible Notes will be Relevant Convertible Notes hereunder or under the Base Capped Call Transaction dated as of the date hereof (the “Base Capped Call
Transaction”), shall be determined as follows: Convertible Notes that are converted pursuant to the Indenture shall be allocated as Relevant Convertible Notes first to the Base Capped Call Transaction until all Units thereunder are
exercised or terminated, and then to this Transaction.
		
	Indenture:	  	The Indenture to be dated as of June 12, 2009 by and between Counterparty and U.S. Bank National Association, as trustee, and the other parties thereto pursuant to which the Convertible Notes
are to be issued. For the avoidance of doubt, references herein to sections of the Indenture are based on the draft of the Indenture most recently reviewed by the parties at the time of execution of this Confirmation. If any relevant sections of the
Indenture are changed, added or renumbered following execution of this Confirmation but prior to the execution of the Indenture, the parties will amend this Confirmation in good faith to preserve the economic intent of the parties.
		
	Excluded Provisions:	  	The Make Whole Provision and Section 4.07(c) of the Indenture
		
	Stock Split Provision:	  	Section 4.07(a)(i) of the Indenture
		
	Make Whole Provision:	  	Section 4.08 of the Indenture
		
	Dilution Provision:	  	Section 4.07(a) of the Indenture
		
	Exchange in Lieu of Conversion Provision:	  	Section 4.05 of the Indenture
		
	Merger Provision:	  	Section 4.10 of the Indenture

  

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	 Free Convertibility Date:
	  	March 15, 2016
		
	Retraction Provision:	  	Section 4.04(a) of the Indenture
		
	Early Unwind Date:	  	The scheduled closing date for the issuance of the Option Securities pursuant to the Underwriting Agreement, or such later date as agreed by the parties hereto.

 4. Overallotment Terms 
 (a) Conditional Confirmation. The effectiveness of this Confirmation is conditioned upon exercise by the Representatives of their option pursuant
to Section 2(b) of the Underwriting Agreement to purchase all or less than all of the Option Securities (the “Overallotment Exercise”). 
  

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 5. Counterparty hereby agrees (a) to check this Confirmation promptly upon receipt so that errors or
discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing correctly sets forth the terms of the agreement between us with respect to the particular Transaction to which this Confirmation relates, by manually
signing this Confirmation and providing any other information requested herein or in the Master Confirmation and immediately returning an executed copy to Goldman, Sachs & Co., Equity Derivatives Documentation Department, Facsimile No.
(212) 428-1980/83. 
  

			
	 Yours sincerely,

	
	GOLDMAN, SACHS & CO.
		
	By:	 	 /s/ Kathryn Belford

	Name:	 	Kathryn Belford
	Title:	 	Vice President


 Confirmed as of the 
 date first above written: 
  

			
	 EQUINIX, INC.

		
	By:	 	 /s/ Keith D. Taylor

	Name:	 	Keith D. Taylor
	Title:	 	Chief Financial Officer