Confirmation for Additional Capped Call Transaction - JPMorgan Chase Bank



 EXHIBIT 10.5 
 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:	  	JPMorgan Chase Bank, National Association, London Branch (“Dealer”)
		
	Telefax No.:	  	212-622-8519

 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) USD53.152.
		
	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.

 JPMorgan Chase Bank, National Association 
 Organised under the laws of the United States as a National Banking Association. 
 Main
Office 1111 Polaris Parkway, Columbus, Ohio 43271 
 Registered as a branch in England & Wales branch No. BR000746. Registered

 Branch Office 125 London Wall, London EC2Y 5AJ 
 Authorised and regulated by the Financial Services Authority 








			
	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:	  	40%
		
	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”). 
 5. Offices. 
 The Office of Counterparty for the Transaction is: Inapplicable, Counterparty is not a
Multibranch Party. 
 The Office of Dealer for the Transaction is: London 
 JPMorgan Chase Bank, National Association 
 London Branch 
 P.O. Box 161 
 60 Victoria Embankment 
 London EC4Y 0JP 
 England 
  

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 6. 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 EDG Confirmation Group, J.P.
Morgan Securities Inc., 277 Park Avenue, 11th Floor, New York, NY 10172-3401, or by fax to 212-622-8519. 
  

			
	Yours sincerely,
	
	J.P. MORGAN SECURITIES INC., as agent for JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, LONDON BRANCH
		
	By:	 	 /s/ Michael O’Donovan

	Name:	 	Michael O’Donovan
	Title:	 	Managing Director


 Confirmed as of the 
 date first above written: 
  

			
	EQUINIX, INC.
		
	By:	 	 /s/ Keith D. Taylor

	Name:	 	Keith D. Taylor
	Title:	 	Chief Financial Officer