Confirmation for Base Capped Call Transaction - Deutsche Bank AG



 Exhibit 10.1 
 EXECUTION COPY 
 CONFIRMATION FOR BASE CAPPED CALL TRANSACTION 
  

			
	Date:	  	June 9, 2009
		
	To:	  	Equinix, Inc. (“Counterparty”)
		
	Telefax No.:	  	(650) 513-7907
		
	Attention:	  	General Counsel
		
	From:	  	Deutsche Bank AG, London Branch (“Dealer”)
		
	Telefax No.:	  	44-11-3336-2009

 Transaction Reference Number: 334438 
 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. 
 DEUTSCHE BANK AG IS NOT REGISTERED AS A BROKER OR DEALER UNDER THE U.S. SECURITIES EXCHANGE ACT OF
1934, AS AMENDED. DEUTSCHE BANK SECURITIES INC. (“AGENT”) HAS ACTED SOLELY AS AGENT IN CONNECTION WITH THE TRANSACTION AND HAS NO OBLIGATION, BY WAY OF ISSUANCE, ENDORSEMENT, GUARANTEE OR OTHERWISE WITH RESPECT TO THE PERFORMANCE OF
EITHER PARTY UNDER THE TRANSACTION. DEUTSCHE BANK AG, LONDON BRANCH IS NOT A MEMBER OF THE SECURITIES INVESTOR PROTECTION CORPORATION (SIPC). 
 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 initial issuance of the Convertible Notes.

  

			
	 Chairman of the Supervisory Board: Clemens Börsig
 Board of Managing Directors: Hermann-Josef Lamberti, Josef Ackermann, Dr. Hugo Banziger, Anthony Dilorio
	  	Deutsche Bank AG is regulated by the FSA for the conduct of designated investment business in the UK, is a member of the London Stock Exchange and is a limited liability company incorporated
in the Federal Republic of Germany HRB No. 30 000 District Court of Frankfurt am Main; Branch Registration No. in England and Wales BR000005, Registered address: Winchester House, 1 Great Winchester Street, London EC2N 2DB.









			
	Premium:	  	USD17,274,400
		
	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 initial issuance of the Convertible Notes, other than any
Option Securities (as defined in the Underwriting Agreement).
		
	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 Additional Capped Call Transaction dated as of the date hereof (the “Additional 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 this Transaction until all Units hereunder are exercised or terminated,
and then to the Additional Capped Call 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

  

 2 









			
	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
		
	Free Convertibility Date:	  	March 15, 2016
		
	Retraction Provision:	  	Section 4.04(a) of the Indenture
		
	Early Unwind Date:	  	June 17, 2009, or such later date as agreed by the parties hereto.

  

 3 








 4. 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 Dealer by fax at 44 113 336 2009. 
  

			
	Yours sincerely,
	
	DEUTSCHE BANK AG, LONDON BRANCH
		
	By:	 	 /s/ Lars Kestner

	Name:	 	Lars Kestner
	Title:	 	Managing Director
		
	By:	 	 /s/ John Arnone

	Name:	 	John Arnone
	Title:	 	Managing Director
	
	DEUTSCHE BANK SECURITIES INC., acting solely as agent in connection with this Transaction
		
	By:	 	 /s/ Lars Kestner

	Name:	 	Lars Kestner
	Title:	 	Managing Director
		
	By:	 	 /s/ John Arnone

	Name:	 	John Arnone
	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