Exhibit 4.01


 


[FACE OF SAILS]


 


Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) (the “Depository”) to the issuer or its agent for registration of
transfer, exchange or payment, and any certificate issued is registered in the
name of Cede & Co. or such other name as requested by an authorized
representative of the Depository and any payment is made to Cede &
Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co.,
has an interest herein.


 


CREDIT SUISSE FIRST
BOSTON (USA), INC.


 


5.50% Shared Appreciation
Income Linked Security due November 15, 2008


Mandatorily Exchangeable
for


Shares of Common Stock of
Equinix, Inc.


(the “SAILS”)


 


REGISTERED


 


	
   

  	
  CUSIP: 22541L889

  
	
   

  	
  ISIN: US22541L8899

  
	
   

  	
  Common Code: 023531003

  
	
   

  	
   

  
	
  No. R-0001

  	
  PRINCIPAL
  AMOUNT: $153,252,000

  



 


CREDIT SUISSE FIRST BOSTON (USA), INC., a Delaware
corporation (the “Company”, which term includes any successor corporation under
the Indenture hereinafter referred to), for value received, hereby promises to
pay to Cede & Co., or registered assigns, at the office or agency of
the Company in New York, New York, subject to the provisions described under on
the reverse hereof, the Total Exchange Amount (as defined on the reverse
hereof) on November 15, 2008 (the “Maturity Date”) and to pay interest
quarterly, on February 15, May 15, August 15 and November 15
of each year, commencing February 15, 2006 on the principal sum of the
SAILS, at said office or agency, at the rate per annum specified in the title
of this SAILS, from February 15, May 15, August 15 or November 15,
as the case may be, next preceding the date of this SAILS to which interest has
been paid or duly provided for, unless the date hereof is a date to which
interest has been paid or duly provided for, in which case from the date of
this SAILS or unless no interest has been paid or duly provided for on these
SAILS, in which case from November 16, 2005, until payment of the Total
Exchange Amount has been made or duly provided for; provided, that payment of
interest may be made at the option of the Company by check mailed to the
address of the person entitled thereto as such address shall appear on the
Security Register or by wire transfer as provided in the Indenture.  Notwithstanding the foregoing, if the date
hereof is after February 1, May 1, August 1 or November 1,
as the case may be, and before the following February 15, May 15, August 15
or November 15, this SAILS shall bear interest from such February 15,
May 15, August 15 or November 15; provided, that if the Company
shall default in the payment of interest due on such February 15, May 15,
August 15 or November 15, then this SAILS shall bear interest from
the next preceding February 15, May 15, August 15 or November 15,
to which interest has been paid


 


F-1





















 


or duly provided for or,
if no interest has been paid or duly provided for on these SAILS, from November 16,
2005.  The interest so payable on any February 15,
May 15, August 15 or November 15 will, subject to certain
exceptions provided in the Indenture referred to on the reverse hereof, be paid
to the person in whose name this SAILS is registered at the close of business
on February 1, May 1, August 1 or November 1, as the case
may be, next preceding such February 15, May 15, August 1 or November 15,
whether or not such day is a Business Day.


 


Payment of interest and any cash included in the Total
Exchange Amount shall be made in the coin or currency of the United States.


 


Reference is made to the further provisions of this
SAILS set forth on the reverse hereof. 
Such further provisions shall for all purposes have the same effect as
though fully set forth at this place.


 


This SAILS shall not be valid or become obligatory for
any purpose until the certificate of authentication hereon shall have been
manually signed by the Trustee under the Indenture referred to on the reverse
hereof.


 


F-2





















 


IN WITNESS WHEREOF, Credit Suisse First Boston (USA), Inc.
has caused this SAILS to be duly executed under its corporate seal.


 


 


	
   

  	
  CREDIT SUISSE FIRST
  BOSTON (USA), INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [SEAL]

  	
  By:

  	
  /s/ Grace J. Koo

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Grace J. Koo

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter Feeney

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Peter Feeney

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Rhonda G. Matty

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Rhonda G. Matty

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Assistant Secretary

  	
   

  	
   

  
								



 


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.


 


Dated: November 16, 2005


 


	
   

  	
  JPMORGAN CHASE BANK,
  N.A.,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tai B. Lee

  
	
   

  	
  Authorized Signatory

  



 


F-3





















 


[REVERSE
OF SAILS]


 


CREDIT SUISSE FIRST
BOSTON (USA), INC.


 


5.50% Shared Appreciation
Income Linked Security due November 15, 2008


Mandatorily Exchangeable
for


Shares of Common Stock of
Equinix, Inc.


 


This SAILS is one of a duly authorized issue of
debentures, notes, bonds or other evidences of indebtedness of the Company
(hereinafter called the “Securities”) of the series hereinafter specified, all
issued or to be issued under and pursuant to a senior indenture dated as of June 1,
2001 (herein called the “Indenture”), duly executed and delivered by the
Company to JPMorgan Chase Bank, N.A., as trustee (herein called the “Trustee”),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Company and the Holders of
the Securities.  The Securities may be
issued in one or more series, which different series may be issued in various
aggregate principal amounts, may mature at different times, may bear interest
(if any) at different rates, may be subject to different redemption provisions
(if any), may be subject to different sinking, purchase or analogous funds (if any)
and may otherwise vary as provided in the Indenture.  This SAILS is one of a series designated as
the “5.50% Shared Appreciation Income Linked Securities due November 15,
2008, Mandatorily Exchangeable for Shares of Common Stock of Equinix, Inc.”
of the Company.


 


General


 


Credit Suisse First Boston Capital LLC, a subsidiary
of the Company, entered into a forward purchase agreement, dated as of November 9,
2005, with i-STT Investments (Bermuda) Ltd. (“i-STT Investments (Bermuda)”),
pursuant to which i-STT Investments (Bermuda) has agreed to deliver, subject to
its right to cash settle such forward purchase agreement, an aggregate of
between 3,643,820 and 4,300,000 shares of common stock of Equinix, Inc. (“Equinix
Common Stock”), determined based on the same formula and at the same time that
the Total Exchange Amount for the SAILS is determined, and subject to the same
adjustments described in “Adjustments” below (the “Forward Purchase Agreement”).  Credit Suisse First Boston Capital LLC also
entered into a collateral agreement, dated as of November 9, 2005, with
i-STT Investments (Bermuda), pursuant to which i-STT Investments (Bermuda) has
pledged to Credit Suisse First Boston Capital LLC an aggregate of 4,300,000
shares of Equinix Common Stock to secure its obligations under the Forward
Purchase Agreement, subject to the adjustments described in “Adjustments” below
and its right to substitute collateral as set forth therein (the “Collateral
Agreement”).  The collateral agent under
the Collateral Agreement is Credit Suisse First Boston LLC (the “Collateral
Agent”).


 


Credit Suisse First Boston Capital LLC (the “Calculation
Agent”) will make all calculations and determinations under the SAILS.  All determinations made by the Calculation
Agent will be at the sole discretion of the Calculation Agent and will, in the
absence of manifest error, be conclusive for all purposes and binding on the
Holders of the SAILS, the Trustee and the Company.


 


R-1





















 


All
percentages resulting from any calculation on the SAILS will be rounded to the
nearest one hundred-thousandth of a percentage point with five one-millionths
of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) would be
rounded to 9.87655% (or .0987655)), and all dollar amounts used in or resulting
from such calculation on the SAILS will be rounded to the nearest cent (with
one-half cent being rounded upward).


 


Interest


 


Interest will be computed on the basis of a 360-day
year of twelve 30-day months.  The
Company shall pay interest on overdue Total Exchange Amount and, to the extent
lawful, on overdue installments of interest at the rate per annum borne by this
SAILS.  If a payment date is not a
Business Day (as defined below) at a place of payment, payment may be made at
that place on the next succeeding day that is a Business Day, and no interest
shall accrue for the intervening period.


 


“Business Day,”
with respect to the SAILS and any place of payment, means any day which is not
a Saturday, Sunday or any other day on which banking institutions in such place
of payment are authorized or obligated by law or regulation to close.


 


Exchange at Maturity


 


Subject to the
provisions of this SAILS set forth under “Adjustments” and “Early Repayment,”
on the Maturity Date, the Company will, or will cause the Trustee to, deliver
to the Holder of this SAILS with respect to each SAILS, the Total Exchange
Amount together with accrued and unpaid interest.  “Total Exchange Amount” will consist of
either (i) an aggregate amount of Equinix Common Stock, securities, cash
and/or other property Per SAILS equal to the product of (A) the Reference
Property Per SAILS (as defined below) and (B) the Exchange Rate (as
defined below) or (ii) an amount in cash equal to the product of the
Reference Property Value Per SAILS (as defined below) and the Exchange Rate, as
determined by the Calculation Agent based on the composition of the Reference
Property (as defined below) on the Maturity Date.  If the Reference Property includes securities,
cash or other property other than Equinix Common Stock, each type of Reference
Property will be allocated pro rata among the SAILS.


 


If the Company
elects to deliver the property described in clause (i) above, the Company
will deliver one-half of such property, allocated pro rata among the Equinix
Common Stock, securities, cash and/or other property included in such property,
on each of the Maturity Date (or, if the Maturity Date is not a Settlement
Business Day (as defined below), the next Settlement Business Day) and the
following Settlement Business Day. 
However, on the first such Settlement Business Day, the Company will not
deliver any fractional shares of any securities that the Company would
otherwise be required to deliver. 
Instead, the Company will deliver any such fractional shares on the
second such Settlement Business Day, in addition to any other property the
Company is required to deliver on such Settlement Business Day.  On the second such Settlement Business Day,
the Company will pay cash in lieu of delivering any fractional shares of any
securities included in the aggregate delivery the Company is required to make
on such Settlement Business Day, in an amount equal to the Current Value of
such fractional shares as determined by the Calculation Agent as of such
Settlement Business Day.


 


R-2





















 


The delivery mechanism described above will
be subject to adjustment as described in “Delivery Adjustments” below.


 


If the Company
elects to deliver the cash described in clause (ii) above, the
Company will notify the Holder of this SAILS of such election no later than the
28th Business Day preceding the Maturity Date, and will deliver such cash on
the Maturity Date (or, if the Maturity Date is not a Settlement Business Day,
the next Settlement Business Day).


 


Delivery Adjustments


 


Under the
terms of the Forward Purchase Agreement, the Company is not entitled to receive
any shares of Equinix Common Stock, Marketable Equity Securities, or
Transferable Exchangeable Securities from i-STT Investments (Bermuda) if, upon
such receipt, the Company’s direct or indirect “beneficial ownership” (within
the meaning of Section 16 of the Securities Exchange Act of 1934 (the “Exchange
Act”) and the rules promulgated thereunder) would be equal to or greater
than 9.9% of any class of any “equity security” (within the meaning of the
Exchange Act) which is registered pursuant to Section 12 of the Exchange
Act.  As a result of this provision,
delivery to the Company by i-STT Investments (Bermuda) of any shares of Equinix
Common Stock, Marketable Equity Securities or Transferable Exchangeable
Securities, may be delayed at maturity or upon Early Repayment of the
SAILS.  In such event, notwithstanding
any provisions hereof, the Company will not deliver to the Holder of this SAILS
any shares of Equinix Common Stock, Marketable Equity Securities or
Transferable Exchangeable Securities on the date provided herein.  Instead, the Company will deliver such shares
of Equinix Common Stock, Marketable Equity Securities or Transferable
Exchangeable Securities, no later than the Business Day following the Company’s
receipt thereof from i-STT Investments (Bermuda) pursuant to the Forward
Purchase Agreement.


 


“Per SAILS” or
“each SAILS” means each $35.64 principal amount of the SAILS.


 


“Settlement
Business Day” means any day that is not a Saturday, a Sunday or a day on which
the exchange for the Equinix Common Stock (or for any other Reference
Security), banking institutions or trust companies in the City of New York or
banking institutions in the Republic of Singapore are authorized or obligated
by law or executive order to close.


 


The “Exchange
Rate” will be determined as follows, subject to adjustment as a result of
certain events as described under “Adjustments” below:


 


•                  if the Reference
Property Value Per SAILS is greater than $ 42.06 (the “Threshold Appreciation
Price”), the Exchange Rate will equal .8474;


 


•                  if the Reference
Property Value Per SAILS is less than or equal to the Threshold Appreciation
Price but is greater than $ 35.64 (the “Initial Price”), the Exchange Rate
will be a fraction equal to the Initial Price divided by the Reference Property
Value Per SAILS; and


 


R-3





















 


•                  if the Reference
Property Value Per SAILS is less than or equal to the Initial Price, the
Exchange Rate will equal 1.


 


The “Reference
Property” means any combination of Equinix Common Stock, securities, cash
and/or other property that will be deliverable in the aggregate upon the
exchange of the SAILS and will initially consist of shares of Equinix Common
Stock, subject to change, adjustment or reduction by certain events described
below under “Adjustments” and “Early Repayment” below.


 


The “Reference
Property Per SAILS” means the number or amount of each type of Reference
Property relating to one SAILS, and will initially mean one share of Equinix
Common Stock, subject to change, adjustment or reduction by certain events
described below under “Adjustments” and “Early Repayment” below.


 


The “Reference
Property Value Per SAILS” means, for any date, the aggregate Averaged Value (as
defined below) of the Reference Property Per SAILS as of that date.


 


The “Averaged
Value” means, for any item of Reference Property as of any date:


 


•                  if the item
consists of cash, the amount of cash;


 


•                  if the item
consists of a Transferable Exchangeable Security (as defined below), its
Current Value (as defined below) as of such date; and


 


•                  if the item
consists of a Reference Security (as defined below), including Equinix Common
Stock, the average of the Volume Weighted Average Price (as described below) of
the Reference Security on each of the 20 Trading Days (as described below)
immediately prior to, but not including, the second Trading Day preceding that
date.


 


 A “Transferable
Exchangeable Security” means an Exchangeable Security (as defined below) that (i) in
the case of an Exchangeable Security that expires prior to the Maturity Date
and requires payment as a condition to its conversion, exercise or exchange,
may, in accordance with its terms and applicable law, be liquidated for cash on
commercially reasonable terms (as determined by the Collateral Agent in its
reasonable discretion) or (ii) in cases where clause (i) does not
apply, (A) may, in accordance with its terms and applicable law, be
transferred by i-STT Investments (Bermuda) to Credit Suisse First Boston
Capital LLC, and Credit Suisse First Boston Capital LLC and the Company may
distribute to the Holder of this SAILS, either independently of or concurrently
with any Reference Securities to be so transferred and distributed (as
determined by the Calculation Agent in its reasonable discretion), and (B) in
respect of which Credit Suisse First Boston Capital LLC will obtain a valid, first
priority perfected security interest in, and a first lien upon, such
Transferable Exchangeable Securities subject to no other Lien (as defined
below) (as determined by the Collateral Agent in its reasonable discretion).


 


R-4





















 


“Lien” means any lien, mortgage, security interest,
pledge, charge or encumbrance of any kind.


 


The “Current
Value” means, for any item of Reference Property as of any date of
determination:


 


•                  if the item
consists of cash, the amount of cash;


 


•                  if the item
consists of a Transferable Exchangeable Security, the greater of zero and the
amount obtained by subtracting (A) the exercise price of such Transferable
Exchangeable Security from (B) the sum of (x) the Current Value of
the Marketable Equity Securities that a holder of such Transferable
Exchangeable Security is entitled to receive as a result of its conversion,
exercise or exchange and (y) the amount of any cash such holder is
entitled to receive as a result of such conversion, exercise or exchange;


 


•                  if the item
consists of a Reference Security, the Closing Price (as defined below) of such
Reference Security on the first Trading Day preceding that date; and


 


•                  if the item
consists of property other than cash, Reference Securities or Transferable
Exchangeable Securities, the fair market value of that property as of 10:00 A.M.,
New York City time, on the first Settlement Business Day preceding that
date.  The fair market value will be
determined by a nationally recognized independent investment banking firm the
Calculation Agent retains for this purpose.


 


 A “Reference
Security” means any security that is part of the Reference Property (other than
a Transferable Exchangeable Security).


 


“Exchangeable
Securities” means any convertible, exercisable or exchangeable securities,
including rights and warrants.


 


“Marketable
Equity Securities” means shares of common equity securities listed on a U.S.
national securities exchange or quoted on the Nasdaq National Market.


 


“Volume
Weighted Average Price” means, on any date of determination for any Reference
Security, the volume weighted average price per share of such Reference
Security as reported on the Bloomberg terminal screen (or any successor or
replacement terminal screen) upon input into such terminal screen of the key
strokes assigned to such Reference Security; provided, that if the Bloomberg
Financial Markets page does not report such information, such price that
is the Closing Price of such Reference Security; and provided, further, that if the Volume Weighted
Average Price of the Reference Security cannot be determined in the manner
specified above, the market value of the Reference Security on that date as
determined by a nationally recognized independent investment banking firm the Calculation
Agent retains for this purpose.


 


R-5





















 


The “Closing
Price” means, for any Reference Security on any date of determination:


 


•                  the closing sale
price of the Reference Security at the close of regular session trading on that
date on the principal national securities exchange or automated quotation
system on which that Reference Security is listed or quoted at that time
(without regard to extended trading hours on that exchange or quotation system,
if any) on that date;


 


•                  if the Closing
Price of the Reference Security cannot be determined in the manner specified
above, the last reported sale price of the Reference Security on that date on
the principal national securities exchange or automated quotation system on
which that Reference Security is listed or quoted at that time (without regard
to extended trading hours on that exchange or quotation system, if any);


 


•                  if the Closing
Price for the Reference Security cannot be determined in the manner specified
above, the last quoted bid price of the Reference Security in the
over-the-counter market on that date as reported by Pink Sheets LLC; and


 


•                  if the Closing
Price of the Reference Security cannot be determined in the manner specified
above, the average, as determined by the Calculation Agent, of the bid prices
for the Reference Security obtained from as many recognized dealers of such
Reference Security, but not exceeding three, as will make such bid prices
available to the Calculation Agent.


 


“Trading Day”
means, with respect to any Reference Security or Exchangeable Security, a day
on which such Reference Security (1) is not suspended from trading on the
principal national securities exchange or automated quotation system on which
such Reference Security is listed or quoted at the close of regular session
trading on such exchange or quotation system (without regard to extended
trading hours, if any) and (2) has traded at least once on such exchange
or quotation system.  In respect of an
Exchangeable Security to which the preceding sentence does not apply, “Trading
Day” means, as applicable, a day on which such Exchangeable Security may be
exercised, exchanged or converted, or a day on which such Exchangeable Security
may be traded in the principal market in which such Exchangeable Security is
listed, quoted or traded at such time.


 


Adjustments


 


1.  Dilution Event.  A “Dilution Event” means an event in which
the issuer of a Reference Security (i) subdivides or splits the
outstanding units of such Reference Security into a greater number of units, (ii) combines
the outstanding units of such Reference Security into a smaller number of
units, or (iii) reclassifies (other than a reclassification pursuant to a
Reorganization Event (as defined below)) all of the outstanding units of such
Reference Security into units of another of such issuer’s Marketable Equity
Securities.


 


R-6





















 


If a Dilution
Event occurs prior to the first Trading Day preceding the Maturity Date, the Reference
Property Per SAILS will be adjusted on the effective date of the Dilution Event
to include, in lieu of the units of the Reference Security affected by such
Dilution Event that were part of the Reference Property Per SAILS immediately
before the effective date of the Dilution Event, the number of units of the
Reference Security or other security of such issuer that a holder would have
been entitled to receive as a result of the Dilution Event, if the holder had
held, immediately prior to that Dilution Event, the number of units of the
Reference Security that were part of the Reference Property Per SAILS
immediately before the effective date of the Dilution Event.


 


If a Dilution
Event permits holders of Reference Securities to make an election with regard
to the consideration they receive as a result of such Dilution Event, the
provision above will apply to such consideration as i-STT Investments (Bermuda)
elects to receive in such Dilution Event.


 


2.  Reorganization Event.  A “Reorganization Event” means (a) any
consolidation, merger or amalgamation of an issuer of Reference Securities with
or into another entity (other than a consolidation, merger or amalgamation in
which such issuer of Reference Securities is the continuing corporation and in
which the Reference Securities outstanding immediately prior to the
consolidation, merger or amalgamation are not exchanged for cash, securities or
other property), (b) any sale, transfer, lease or conveyance to another
entity of the property of an issuer of Reference Securities as an entirety or
substantially as an entirety, (c) (i) any statutory exchange of
Reference Securities of an issuer with another corporation or (ii) a
public offer for Reference Securities that results in a transfer of, or an
irrevocable commitment to transfer, 95% or more of the then-outstanding
Reference Securities of an issuer (excluding those Reference Securities owned
by the offeror) (in each case other than a Reorganization Event referred to in
clause (a) above), (d) any liquidation, dissolution, winding up,
bankruptcy or insolvency of an issuer of Reference Securities or (e) any
event in which the issuer of a Reference Security reclassifies (other than a
reclassification pursuant to any Reorganization Event described in clause (a) through
(d) above) all of the outstanding units of such Reference Security into
property other than another of such issuer’s Marketable Equity Securities.


 


If a
Reorganization Event occurs prior to the first Trading Day preceding the
Maturity Date and:


 


(a)                   if U.S. tax counsel retained by
i-STT Investments (Bermuda) and reasonably acceptable to the Collateral Agent
has delivered, no later than five Trading Days prior to the effective date of
the Reorganization Event, a legal opinion in form and substance satisfactory to
the Collateral Agent to the effect that withholding under the Internal Revenue
Code of 1986, as amended (the “Code”), is not required in respect of any cash,
securities or other property to be received by the Collateral Agent in respect
of any Reference Security as a result of such Reorganization Event, then,


 


R-7





















 


(i)                                     the Reference
Property Per SAILS will be adjusted on the effective date of the Reorganization
Event to include, in lieu of (or in addition to, as the case may be) the units
of the Reference Security affected by such Reorganization Event that were part
of the Reference Property Per SAILS immediately before the effective date of
the Reorganization Event, a number or amount of any cash (other than any cash
required to be delivered to the Holder following a Cash Merger (as described
below in “Early Repayment”) and/or Marketable Equity Securities that a holder
would have been entitled to receive as a result of the Reorganization Event if
the holder had held, immediately prior to that Reorganization Event, the number
of units of the Reference Security that were part of the Reference Property Per
SAILS immediately before the effective date of the Reorganization Event; and


 


(ii)                                  where applicable, as
soon as practicable following the effective date of the Reorganization Event,
the Collateral Agent will liquidate and turn into cash all securities or other
property other than cash or Marketable Equity Securities received by the
Collateral Agent in respect of the Reference Securities affected by the
Reorganization Event; and the Reference Property Per SAILS will be adjusted on
the date such liquidation is completed to include, in lieu of (or in addition
to, as the case may be) any units of the Reference Security affected by such
Reorganization Event that were part of the Reference Property Per SAILS
immediately prior to such effective date, the amount of such cash proceeds
divided by the number of SAILS then outstanding;


 


(b)               if no opinion of counsel conforming to
the requirements stated in clause (a) above is delivered by the date
prescribed therein, an Early Repayment Event (as defined below) will occur on
the first Trading Day preceding the effective date of the Reorganization Event
and an “Early Repayment Date” will occur on the day of such Early Repayment
Event.  The Holder will receive, in
respect of each SAILS, (A) an amount of Reference Property with an
aggregate Current Value (as of the Early Repayment Date) equal to the product
of (i) the Early Termination Rate (as defined below) as of the Early
Repayment Date and (ii) the Current Value of the Reference Property Per
SAILS as of the Early Repayment Date plus (B) an amount of cash equal to
the Present Value Coupon Amount (as defined below).  Such Reference Property will be allocated on
a pro rata basis among the Equinix Common Stock, securities, cash and/or other
property constituting the Reference Property. 
As promptly as reasonably practicable following an Early Repayment
Event, the Company will, or will cause the Trustee to, deliver to the Holder a
notice specifying the amount of Reference Property and cash to be delivered,
and the Company will deliver such Reference Property and cash to the Holder
within five Business Days after such notice.


 


R-8





















 


If a
Reorganization Event permits holders of Reference Securities to make an
election with regard to the consideration they receive as a result of such
Reorganization Event, clauses (a) and (b) above will apply to such
consideration as i-STT Investments (Bermuda) elects to receive in such
Reorganization Event.


 


3.  Distribution Event.  A “Distribution Event” means a distribution
to all holders of Equinix Common Stock or any other Reference Security of evidences
of indebtedness, shares of capital stock, securities, cash or other property
(excluding any distribution that is a Dilution Event or a Reorganization
Event), the record date of which occurs (i) on or after November 16,
2005 and (ii) prior to, but excluding, the first Trading Day preceding the
Maturity Date.


 


In the event
of a Distribution Event:


 


(a)                      if (i) the distribution is
composed entirely of cash or (ii) the distribution includes both cash and
property other than cash and clause (b)(ii) below does not apply, the
Holder will receive in respect of each SAILS on the next interest payment date
for the SAILS following such Distribution Event, cash in an amount equal to 70%
of the amount of any cash distribution that a holder would have been entitled to
receive as a result of the Distribution Event if the holder had held, on the
record date in respect of the Distribution Event, the number of units of such
Reference Security that were part of the Reference Property Per SAILS on such
record date, as determined by the Calculation Agent as of such payment date.


 


(b)                     if the distribution includes
property other than cash, and:


 


(i)                                if the distribution
does not include any Non-Transferable Exchangeable Securities (as defined
below) that require payment as a condition to their conversion, exercise or
exchange, and U.S. tax counsel retained by i-STT Investments (Bermuda) and
reasonably acceptable to the Collateral Agent has delivered, no later than five
Trading Days prior to the ex-dividend date in respect of the Distribution
Event, a legal opinion in form and substance satisfactory to the Collateral
Agent to the effect that withholding under the Code is not required in respect
of any securities or other property to be received by the Collateral Agent in
respect of the relevant Reference Security as a result of such Distribution
Event, then:


 


(A)                        if the distribution includes
Marketable Equity Securities, the Reference Property Per SAILS will be adjusted
on the payment date in respect of the Distribution Event to include, in
addition to any units of the relevant Reference Security that were part of the
Reference Property Per SAILS immediately prior to such payment date, the amount
or number of any Marketable Equity Securities that a holder would have been
entitled to receive as a


 


R-9





















 


result of the Distribution Event if the holders had held, on the record
date in respect of the Distribution Event, the number of units of the Reference
Security that were part of the Reference Property Per SAILS on such record
date;


 


(B)                          if the distribution includes
(x) Exchangeable Securities that expire prior to the Maturity Date and
that do not require payment as a condition to their conversion, exercise or
exchange, or (y) Non-Transferable Exchangeable Securities that expire on
or after the Maturity Date and that do not require payment as a condition to
their conversion, exercise or exchange, (a) the Reference Property Per
SAILS will be adjusted to include, in lieu of such Exchangeable Securities, all
cash and Marketable Equity Securities received in respect of the amount of the
relevant Reference Security included in the Reference Property Per SAILS in
connection with such conversion, exercise or exchange on the date on which such
cash and/or Marketable Equity Securities are received by the Collateral Agent,
and (b) the Reference Property Per SAILS will be adjusted on the date such
liquidation is completed to include, in lieu of the relevant Exchangeable
Securities, the amount of such cash proceeds divided by the number of SAILS
outstanding;


 


(C)                          if the distribution includes
Transferable Exchangeable Securities that expire on or after the Maturity Date
and whose holders are entitled to receive, as a result of conversion, exercise
or exchange, property consisting exclusively of cash and/or Marketable Equity
Securities, the Reference Property Per SAILS will be adjusted on the payment
date in respect of the Distribution Event to include, in addition to any units
of the relevant Reference Security that were part of the Reference Property Per
SAILS immediately prior to such payment date, the amount of such Transferable
Exchangeable Securities received in the Distribution Event by the Collateral
Agent in respect of the amount of the relevant Reference Security included in
the Reference Property Per SAILS; and


 


(D)                         if the distribution includes
securities or other property other than Marketable Equity Securities or
Exchangeable Securities, or includes (x) Transferable Exchangeable
Securities that expire on or after the Maturity Date and whose holders are
entitled to receive, as a result of conversion, exercise or exchange, property
other than cash and Marketable Equity Securities or (y) Transferable
Exchangeable Securities that expire prior to the Maturity Date and that require
payment as a


 


R-10





















 


condition to their conversion, exercise or exchange, the Reference
Property Per SAILS will be adjusted on the date such liquidation is completed
to include, in lieu of (or in addition to, as the case may be) any units of the
relevant Reference Security that were part of the Reference Property Per SAILS
immediately prior to such payment date, the amount of such cash proceeds
divided by the number of SAILS outstanding; or


 


(ii)                                  if the distribution
includes any Non-Transferable Exchangeable Securities that require payment as a
condition to their conversion, exercise or exchange, or no opinion of counsel
conforming to the requirements of subclause (b)(i) above is delivered by
the date prescribed therein, an Early Repayment Event will occur on the first
Trading Day preceding the ex-dividend date for the Distribution Event.  An “Early Repayment Date” will occur on the
day of such Early Repayment Event, and in respect of each SAILS, the Holder
will receive (A) an amount of Reference Property with an aggregate Current
Value (as of the Early Repayment Date) equal to the product of (i) the
Early Termination Rate and (ii) the Current Value of the Reference
Property Per SAILS as of such Early Repayment Date plus (B) an amount of
cash equal to the Present Value Coupon Amount. 
Such Reference Property will be allocated on a pro rata basis among the
Equinix Common Stock, securities, cash and/or other property constituting the
Reference Property.  As promptly as
reasonably practicable following an Early Repayment Event, the Company will
deliver to the Holder a notice specifying the amount of Reference Property and
cash to be delivered, and the Company will deliver such Reference Property and
cash to the Holder within five Business Days after such notice.


 


 ”Non-Transferable
Exchangeable Securities” means all Exchangeable Securities other than
Transferable Exchangeable Securities.


 


The Reference
Property will include all rights issued to all holders of a Reference Security
pursuant to a rights agreement or shareholder rights plan adopted by the issuer
of such Reference Security for the purpose of deterring coercive takeover
activities (the “Anti-Takeover Rights”), regardless of whether such
Anti-Takeover Rights are exercisable or have separated from such Reference
Security prior to the Maturity Date.


 


Unless
otherwise expressly provided in this Section, no adjustment, addition or
substitution of Reference Property will result in any adjustment to the Initial
Price or the Threshold Appreciation Price pursuant to the provisions of this
Section.  In the event that the
provisions in this Section or in “Early Repayment” below require
adjustments, additions or substitutions of Reference Property or adjustments to
the Initial Price or the Threshold Appreciation Price under more than one
provision in respect of the same event, the Calculation


 


R-11





















 


Agent will determine the appropriate
provisions and apply such provisions in good faith so as to avoid any
duplicative adjustments, additions or substitutions.  Notwithstanding the provisions in the third
paragraph of “General” above, adjustments to the number of units of any
Reference Security included in the Reference Property Per SAILS will be
calculated to the nearest 1/10,000th of the applicable unit.  No adjustment to such number of units will be
required unless such adjustment would require an increase or decrease of at
least one percent in the number of units of the Reference Security included in
the Reference Property Per SAILS; provided, however, that any adjustments that
are not required to be made because they would have required an increase or
decrease of less than one percent will be carried forward and taken into
account in any subsequent adjustment, and such carried-forward adjustment will
be made, regardless of whether the aggregated adjustment is less than one
percent, upon the Maturity Date or as accelerated upon occurrence of certain
events described below under “Early Repayment,” if applicable.


 


Early Repayment


 


An “Early
Repayment Event” will occur if:


 


(a)                      i-STT Investments (Bermuda)
commences a voluntary case or other proceeding seeking a liquidation,
reorganization or other relief with respect to i-STT Investments (Bermuda) or
i-STT Investments (Bermuda)’s debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of i-STT Investments
(Bermuda) or over any substantial part of i-STT Investments (Bermuda)’s
property, or consents to any such relief or to the appointment of or taking
possession by any such official in an involuntary case or other proceeding
commenced against i-STT Investments (Bermuda), or makes a general assignment
for the benefit of creditors;


 


(b)                     an involuntary case or other
proceeding is commenced against i-STT Investments (Bermuda) seeking
liquidation, reorganization or other relief with respect to i-STT Investments
(Bermuda) of i-STT Investments (Bermuda)’s debts under any bankruptcy,
insolvency or other similar law now or hereafter in effect or seeking the
appointment of a trustee, receiver, liquidator, custodian or other similar
official of i-STT Investments (Bermuda) or over any substantial part of i-STT
Investments (Bermuda)’s property; or an order for relief is entered against
i-STT Investments (Bermuda) under any bankruptcy, insolvency or other similar
law now or hereinafter in effect; or


 


(c)                      a Collateral Event of Default (as
defined below) occurs.


 


 If such an
Early Repayment Event occurs, an “Early Repayment Date” will immediately occur
and the Company will become obligated, to the extent permitted by law, to
deliver to the Holder, in respect of each SAILS, an amount of Reference
Property with an


 


R-12





















 


aggregate Current Value (as of the Early Repayment Date) equal to the
Early Repayment Value (as defined below) divided by the number of SAILS
outstanding, allocated on a pro rata basis among Equinix Common Stock,
securities, cash and/or other property constituting the Reference Property Per
SAILS.


 


As promptly as
reasonably practicable after receipt of the quotations on which the Early
Repayment Value is based (or, as the case may be, after failure to receive any
such quotations within the time period specified below), the Company will
deliver to the Holder a notice specifying the amount of Reference Property
required to be delivered and the Company will deliver such Reference Property
to the Holder within five Business Days after such notice.


 


A “Collateral
Event of Default” means, at any time, the occurrence of any of the following: (A) Credit
Suisse First Boston Capital LLC does not have a valid, first priority perfected
security interest in, and a first lien upon, the collateral pledged by i-STT
Investments (Bermuda) under the Collateral Agreement (the “Collateral”) subject
to no other Lien; (B) if no U.S. Government Securities are pledged at such
time, failure of the Collateral to include Equinix Common Stock, Marketable
Equity Securities and/or Transferable Equity Securities in each case in an
amount at least equal to the Maximum Deliverable Number (as defined below)
thereof and cash in an amount at least equal to the sum of all Cash Delivery
Obligations (as defined below), if any; or (C) if any U.S. Government
Securities are pledged as Collateral at such time, failure of the aggregate
Pledge Value (as defined below) of the Collateral to be at least equal to the
Pledge Value Requirement (as defined below) (taking into account that Equinix
Common Stock, Marketable Equity Securities and Transferable Exchangeable
Securities in excess of the Maximum Deliverable Number thereof will not
constitute Eligible Collateral (as defined below)); provided that, in the case
of a failure described in clause (C) of this paragraph, a Collateral Event
of Default will occur only if such failure continues to be in effect at 4:00 p.m.,
New York City time, on the second Business Day following the day on which
telephone notice in respect thereof shall have been given to i-STT Investments
(Bermuda) pursuant to the Collateral Agreement.


 


“U.S. Government Securities” means direct obligations
of the United States of America that mature on a date that is one year or less
from the date such obligations are pledged under the Collateral Agreement, but
in any event prior to the Maturity Date.


 


“Cash Delivery Obligations” means (A) if no
Reorganization Event or Distribution Event shall have occurred prior to such
time, zero, and (B) from and after any Reorganization Event or
Distribution Event, the sum of all cash included in the Reference Property
following a Reorganization Event or Distribution Event, if any.


 


“Pledge Value” means, as of any date and with respect
to any particular type of Collateral, an amount equal to the aggregate Market
Value (as defined below) of such Collateral divided by the Collateral
Requirement (as defined below) for such Collateral.


 


“Maximum Deliverable Number” means, on any date, with
respect to Equinix Common Stock, any Marketable Equity Security or any
Transferable Exchangeable Security, the product of (i) 4,300,000 and (ii) such
number of shares of Equinix Common Stock or of such


 


R-13





















 


Marketable Equity
Security or Transferable Exchangeable Security as shall be included in the
Reference Property Per SAILS as of such date.


 


“Eligible Collateral” means (i) Equinix Common
Stock, (ii) with respect to Cash Delivery Obligations, cash, and (iii) U.S.
Government Securities and from and after any Dilution Event, Reorganization
Event or Distribution Event, Marketable Equity Securities or Transferable
Exchangeable Securities, provided, in each case, that (A) i-STT Investments
(Bermuda) has good and marketable title thereto, free of all Liens (other than
the Liens created by the Collateral Agreement) and Transfer Restrictions and (B) Credit
Suisse First Boston Capital LLC has a valid, first priority perfected security
interest therein and first lien thereon, and provided further that to the
extent the number of shares of Equinix Common Stock, Marketable Equity
Securities or Transferable Exchangeable Securities pledged under the Collateral
Agreement exceeds at any time the Maximum Deliverable Number thereof, such
excess shares of Equinix Common Stock, Marketable Equity Securities or
Transferable Exchangeable Securities shall not be Eligible Collateral.


 


“Market Value” means, as of any date, (a) with
respect to any U.S. Government Security, the product of (x)(i) the average
unit bid price for such security on the Trading Day prior to such date as
published in the New York edition of The Wall Street Journal or The New York
Times or, if not so published, (ii) the lower bid price quoted on such
date (or if such date is not a Trading Date, on the preceding Trading Date) by
either of two nationally recognized dealers making a market in such security
which are members of the National Association of Securities Dealers, Inc.
and (y) the number of such units comprised in the outstanding principal amount
of such U.S. Government Security, and (b) with respect to any other
property, its Current Value; provided that the “Market Value” of any Ineligible
Collateral shall be zero.


 


“Collateral Requirement” means, as of any date and
with respect to (i) any Common Stock, 100%, (ii) any Marketable
Equity Securities or Transferable Exchangeable Securities, 100%, (iii) any
cash pledged in respect of Cash Delivery Obligations, 100%, (iv) any U.S. Government
Securities pledged in respect of Cash Delivery Obligations, 105%, and (v) any
other U.S. Government Securities, 150%.


 


“Ineligible Collateral” means Collateral that does not
constitute “Eligible Collateral”.


 


The “Early
Repayment Value” means an amount determined by the Calculation Agent on the
basis of quotations from Independent Dealers (as defined below).  Each quotation will be for an amount that
would be paid to the relevant Independent Dealer in consideration of an
agreement between such Independent Dealer and a counterparty that would have
the effect of preserving for the counterparty the economic equivalent of the
payments and deliveries that the Holder would, but for the occurrence of the
Early Repayment Date, have been entitled to receive after the Early Repayment
Date (taking into account any adjustments to the Exchange Rate that may have
been effected on or prior to the Early Repayment Date).  On or as soon as reasonably practicable
following the Early Repayment Date, the Calculation Agent will request each
Independent Dealer to provide its quotation as soon as reasonably practicable,
but in any event within two Settlement Business Days.  The Calculation Agent will compute the Early
Repayment


 


R-14





















 


Value upon receipt of each Independent Dealer’s
quotation; provided that if, at the close of business on the fourth Settlement
Business Day following the Early Repayment Date, the Calculation Agent will
have received quotations from fewer than five of the Independent Dealers, the
Calculation Agent will compute the Early Repayment Value using the quotations,
if any, it will have received at or prior to such time.  If at least four quotations are provided, the
Early Repayment Value will be the arithmetic mean of the quotations remaining
after disregarding the highest and lowest quotations received.  (For this purpose, if more than one quotation
has the same highest or lowest value, then one of such quotations shall be
disregarded.) If two or three quotations are provided, the Early Repayment
Value will be the arithmetic mean of such quotations.  If one quotation is provided, the Early
Repayment Value will be equal to such quotation.  If no quotations are provided, the Early
Repayment Value will be the Current Value (as of the Early Repayment Date) of
the Reference Property.


 


The “Independent
Dealers” means five nationally recognized independent investment banking firms
selected in good faith by the Calculation Agent; provided, however, that one of
the five quotes may be requested from an affiliate of the Calculation Agent.


 


If an
adjustment to the composition of the Reference Property Per SAILS is to occur
as described under “Adjustment” and “Early Repayment,” and the Calculation
Agent determines that immediately after giving effect to such adjustment, the
Reference Property Per SAILS would no longer include any Marketable Equity
Security, then (i) if the adjustment results from a Distribution Event, an
Early Repayment Event will occur on the first Trading Day preceding the
ex-dividend date in respect of such Distribution Event, and (ii) if the
adjustment results from a Reorganization Event, an Early Repayment Event will
occur on the first Trading Day preceding the effective date of such
Reorganization Event.  An “Early
Repayment Date” will occur on the day of such Early Repayment Event, and the
Holder will receive in respect of each SAILS (A) an amount of Reference
Property with an aggregate Current Value (as of the Early Repayment Date) equal
to the product of (i) the Early Termination Rate and (ii) the Current
Value of the Reference Property Per SAILS as of the Early Repayment Date plus (B) an
amount of cash equal to the Present Value Coupon Amount.  Such Reference Property will be allocated on
a pro rata basis among the Equinix Common Stock, securities, cash and/or other
property constituting the Reference Property Per SAILS.  As promptly as reasonably practicable
following an Early Repayment Event, the Company will deliver to the Holder a
notice specifying the amount of Reference Property and cash to be delivered,
and the Company will deliver such Reference Property and cash to the Holder
within five Business Days after such notice. 
This paragraph will not apply to a Cash Merger (as described below) in respect
of which the consideration offered per share of Equinix Common Stock consists
entirely of cash.


 


The “Present
Value Coupon Amount” as of any date is the sum of the present values of the
remaining scheduled payments of interest on the SAILS being repaid, discounted
to the date on which the SAILS are to be repaid on a quarterly basis, assuming
a 360-day year consisting of twelve 30-day months, at a rate equal to the
Adjusted Treasury Rate (as defined below) plus 50 basis points.


 


R-15





















 


The “Adjusted
Treasury Rate” will be the yield to maturity implied by (i) the yields
reported, as of 10:00 a.m. (New York City time) on the day on which the
Company gives notice of the repayment, on the display designated as “Page 5”
on the Telerate Access Service (or such other display as may replace Page 5
on the Telerate Access Service) for actively traded U.S. Treasury securities
having a maturity equal to the remaining term to maturity of the SAILS or (ii) if
such yields are not reported as of such time or the yields reported as of such
time are not ascertainable, the Treasury Constant Maturity Series Yields
reported, for the latest day for which such yields have been so reported as of
the day on which the Company gives notice of the repayment, in Federal Reserve
Statistical Release H. 15 (519) (or any comparable successor publication) for
actively traded U.S. Treasury securities having a constant maturity equal to
the remaining term to maturity of the SAILS (such implied yield to be
determined, if necessary, by (a) converting U.S. Treasury bill quotations
to bond-equivalent yields in accordance with accepted financial practice and (b) interpolating
linearly between (1) the actively traded U.S. Treasury security with the maturity
closest to and greater than the remaining term to maturity of the SAILS, and (2) the
actively traded U.S. Treasury security with the maturity closest to and less
than the remaining term to maturity of the SAILS.  The Present Value Coupon Amount will be
calculated by the Calculation Agent.


 


A “Cash Merger”
is any consolidation, amalgamation or merger of Equinix with or into another
entity that is consummated prior to the Maturity Date (other than (a) a
consolidation, amalgamation or merger in which Equinix is the continuing
corporation and in which the Equinix Common Stock outstanding immediately prior
to the consolidation, amalgamation or merger is not exchanged for cash,
securities or other property of Equinix or another corporation or (b) a
Reorganization Event as a result of which an Early Repayment Event occurs as
described under clause 2(b) of “Adjustments” above) whereby the percentage
of the consideration offered per share of Equinix Common Stock consisting of
cash is 30% or higher.  For purposes of
determining whether the percentage of the consideration offered per share of
Equinix Common Stock consisting of cash is 30% or higher, the cash offered will
be equal to the maximum amount of cash offered per share of Equinix Common
Stock in such merger, and the consideration offered per share of Equinix Common
Stock will be equal to the aggregate Current Value of the cash and non-cash
consideration offered per share of Equinix Common Stock in such merger (in each
case, determined as of the effective date of such merger).


 


Any
consideration offered per share of Equinix Common Stock other than cash will be
treated in the same manner as property received in a Reorganization Event.


 


If a Cash
Merger occurs, (i) on a Trading Day determined by the Calculation Agent,
which will be no earlier than two Trading Days and no later than five Trading
Days following the receipt by holders of Equinix Common Stock of the
consideration from such Cash Merger, the Holder will receive an amount of cash
per SAILS equal to the sum of (A) the product of (1) the percentage
of the consideration offered per share of Equinix Common Stock consisting of
cash (the “Cash Percentage”), (2) the Early Termination Rate as of the
effective date of the Cash Merger, and (3) the consideration offered per
share of Equinix Common Stock times the number of shares of Equinix Common
Stock included in the Reference Property Per SAILS at the end of the first
Trading Day preceding the effective date of the Cash Merger plus


 


R-16





















 


(B) the product of (1) the Present
Value Coupon Amount and (2) the Cash Percentage; and (ii) the Initial
Price and the Threshold Appreciation Price will be adjusted by multiplying each
by a percentage equal to 100% minus the Cash Percentage.  The adjustments required by this clause (ii) will
be in addition to any other adjustments to the Initial Price or the Threshold
Appreciation Price described under “Adjustments” above and “Early Repayment.”
If 100% of the consideration offered per share of Equinix Common Stock consists
of cash, then, upon the delivery required under clause (i) above, the
Company will cease to have any further obligations to the Holder and the SAILS
will terminate.  If a partial Early
Repayment occurs following a Cash Merger, then beginning on the Repayment Date,
interest will accrue on the initial principal amount of the SAILS held by
Holder as reduced by the Cash Percentage of the initial principal amount of the
SAILS held by such Holder.


 


The “Early
Termination Rate” means the rate determined by the Calculation Agent in
accordance with the table below on the basis of (i) the date of
determination and (ii) the Current Value of one share of Equinix Common
Stock (or of such amount of the relevant Reference Security as shall be
included in the Reference Property Per SAILS at the time of determination) as
of the date of determination.  For
purposes of determining the Early Termination Rate in accordance with the table
below, in cases where the exact Current Value and/or the exact date of
determination is not set forth on the table, the Early Termination Rate will be
determined: (a) first, if the exact Current Value is between two Current
Values on the table, by straight-line interpolation between the Early
Termination Rates set forth in the rows that correspond to the Current Values
immediately above and below the exact Current Value, and (b) second, if
the exact determination date is between two determination dates on the table,
by straight-line interpolation between the Early Termination Rates set forth in
the columns that correspond to the determination dates immediately to the right
and left of the exact determination date (or, if applicable, between the Early
Termination Rates interpolated pursuant to clause (a) in respect of the
exact Current Value for the determination dates immediately to the right and
left of the exact determination date). 
All numbers resulting from any of the calculations hereunder will be
rounded, if necessary, to the nearest one hundred-thousandth (fifth decimal
place), with five one-millionths being rounded upwards.


 


Date
of Determination


 


	
   

  	
   

  	
  15-May-06

  	
   

  	
  15-Nov-06

  	
   

  	
  15-May-07

  	
   

  	
  15-Nov-07

  	
   

  	
  15-May-08

  	
   

  	
  16-Nov-08

  	
   

  
	
  $15.00

  	
   

  	
  0.99109

  	
   

  	
  0.99570

  	
   

  	
  0.99926

  	
   

  	
  1.00000

  	
   

  	
  1.00000

  	
   

  	
  1.00000

  	
   

  
	
  $17.50

  	
   

  	
  0.98273

  	
   

  	
  0.98929

  	
   

  	
  0.99533

  	
   

  	
  0.99970

  	
   

  	
  1.00000

  	
   

  	
  1.00000

  	
   

  
	
  $20.00

  	
   

  	
  0.97253

  	
   

  	
  0.98049

  	
   

  	
  0.98883

  	
   

  	
  0.99639

  	
   

  	
  1.00000

  	
   

  	
  1.00000

  	
   

  
	
  $22.50

  	
   

  	
  0.96119

  	
   

  	
  0.96983

  	
   

  	
  0.97972

  	
   

  	
  0.99031

  	
   

  	
  0.99895

  	
   

  	
  1.00000

  	
   

  
	
  $25.00

  	
   

  	
  0.94942

  	
   

  	
  0.95801

  	
   

  	
  0.96849

  	
   

  	
  0.98111

  	
   

  	
  0.99512

  	
   

  	
  1.00000

  	
   

  
	
  $27.50

  	
   

  	
  0.93780

  	
   

  	
  0.94577

  	
   

  	
  0.95589

  	
   

  	
  0.96910

  	
   

  	
  0.98731

  	
   

  	
  1.00000

  	
   

  
	
  $30.00

  	
   

  	
  0.92672

  	
   

  	
  0.93371

  	
   

  	
  0.94276

  	
   

  	
  0.95512

  	
   

  	
  0.97478

  	
   

  	
  1.00000

  	
   

  
	
  $32.50

  	
   

  	
  0.91647

  	
   

  	
  0.92228

  	
   

  	
  0.92980

  	
   

  	
  0.94025

  	
   

  	
  0.95813

  	
   

  	
  1.00000

  	
   

  
	
  $35.00

  	
   

  	
  0.90716

  	
   

  	
  0.91175

  	
   

  	
  0.91758

  	
   

  	
  0.92553

  	
   

  	
  0.93910

  	
   

  	
  1.00000

  	
   

  
	
  $37.50

  	
   

  	
  0.89886

  	
   

  	
  0.90228

  	
   

  	
  0.90644

  	
   

  	
  0.91175

  	
   

  	
  0.91984

  	
   

  	
  0.95093

  	
   

  
	
  $40.00

  	
   

  	
  0.89154

  	
   

  	
  0.89392

  	
   

  	
  0.89655

  	
   

  	
  0.89942

  	
   

  	
  0.90217

  	
   

  	
  0.89150

  	
   

  
	
  $42.50

  	
   

  	
  0.88516

  	
   

  	
  0.88663

  	
   

  	
  0.88796

  	
   

  	
  0.88879

  	
   

  	
  0.88721

  	
   

  	
  0.84783

  	
   

  
	
  $45.00

  	
   

  	
  0.87963

  	
   

  	
  0.88036

  	
   

  	
  0.88064

  	
   

  	
  0.87988

  	
   

  	
  0.87534

  	
   

  	
  0.84781

  	
   

  
	
  $47.50

  	
   

  	
  0.87488

  	
   

  	
  0.87500

  	
   

  	
  0.87449

  	
   

  	
  0.87261

  	
   

  	
  0.86643

  	
   

  	
  0.84779

  	
   

  
	
  $50.00

  	
   

  	
  0.87080

  	
   

  	
  0.87047

  	
   

  	
  0.86938

  	
   

  	
  0.86678

  	
   

  	
  0.86004

  	
   

  	
  0.84777

  	
   

  
	
  $52.50

  	
   

  	
  0.86732

  	
   

  	
  0.86665

  	
   

  	
  0.86517

  	
   

  	
  0.86220

  	
   

  	
  0.85563

  	
   

  	
  0.84775

  	
   

  
	
  $55.00

  	
   

  	
  0.86436

  	
   

  	
  0.86345

  	
   

  	
  0.86173

  	
   

  	
  0.85864

  	
   

  	
  0.85268

  	
   

  	
  0.84773

  	
   

  
	
  $57.50

  	
   

  	
  0.86184

  	
   

  	
  0.86077

  	
   

  	
  0.85893

  	
   

  	
  0.85590

  	
   

  	
  0.85075

  	
   

  	
  0.84772

  	
   

  
	
  $60.00

  	
   

  	
  0.85970

  	
   

  	
  0.85854

  	
   

  	
  0.85668

  	
   

  	
  0.85382

  	
   

  	
  0.84953

  	
   

  	
  0.84771

  	
   

  
	
  $62.50

  	
   

  	
  0.85788

  	
   

  	
  0.85669

  	
   

  	
  0.85486

  	
   

  	
  0.85224

  	
   

  	
  0.84876

  	
   

  	
  0.84769

  	
   

  
	
  $65.00

  	
   

  	
  0.85635

  	
   

  	
  0.85515

  	
   

  	
  0.85340

  	
   

  	
  0.85106

  	
   

  	
  0.84828

  	
   

  	
  0.84768

  	
   

  
	
  $67.50

  	
   

  	
  0.85504

  	
   

  	
  0.85387

  	
   

  	
  0.85224

  	
   

  	
  0.85018

  	
   

  	
  0.84799

  	
   

  	
  0.84767

  	
   

  
	
  $70.00

  	
   

  	
  0.85394

  	
   

  	
  0.85281

  	
   

  	
  0.85130

  	
   

  	
  0.84952

  	
   

  	
  0.84782

  	
   

  	
  0.84766

  	
   

  
	
  $72.50

  	
   

  	
  0.85300

  	
   

  	
  0.85193

  	
   

  	
  0.85056

  	
   

  	
  0.84903

  	
   

  	
  0.84771

  	
   

  	
  0.84765

  	
   

  
	
  $75.00

  	
   

  	
  0.85221

  	
   

  	
  0.85121

  	
   

  	
  0.84997

  	
   

  	
  0.84867

  	
   

  	
  0.84765

  	
   

  	
  0.84764

  	
   

  
	
  $77.50

  	
   

  	
  0.85154

  	
   

  	
  0.85060

  	
   

  	
  0.84949

  	
   

  	
  0.84840

  	
   

  	
  0.84761

  	
   

  	
  0.84764

  	
   

  
	
  $80.00

  	
   

  	
  0.85096

  	
   

  	
  0.85010

  	
   

  	
  0.84911

  	
   

  	
  0.84820

  	
   

  	
  0.84758

  	
   

  	
  0.84763

  	
   

  
	
  $82.50

  	
   

  	
  0.85048

  	
   

  	
  0.84969

  	
   

  	
  0.84881

  	
   

  	
  0.84805

  	
   

  	
  0.84757

  	
   

  	
  0.84762

  	
   

  
	
  $85.00

  	
   

  	
  0.85006

  	
   

  	
  0.84934

  	
   

  	
  0.84857

  	
   

  	
  0.84794

  	
   

  	
  0.84756

  	
   

  	
  0.84762

  	
   

  
	
  $87.50

  	
   

  	
  0.84971

  	
   

  	
  0.84905

  	
   

  	
  0.84838

  	
   

  	
  0.84786

  	
   

  	
  0.84755

  	
   

  	
  0.84761

  	
   

  
	
  $90.00

  	
   

  	
  0.84941

  	
   

  	
  0.84881

  	
   

  	
  0.84822

  	
   

  	
  0.84779

  	
   

  	
  0.84754

  	
   

  	
  0.84760

  	
   

  



 


R-17





















 


If an Event of Default (as defined in the Indenture)
with respect to the SAILS shall have occurred and be continuing, an amount of
Reference Property with an aggregate Current Value (as of the date of such
Event of Default) equal to the Early Repayment Value divided by the number of
SAILS outstanding, allocated on a pro rata basis among Equinix common stock,
securities, cash and/or other property constituting Reference Property, and the
interest accrued hereon, if any, may be declared, and upon such declaration
shall become, due and payable in respect of each SAILS, in the manner, with the
effect and subject to the conditions provided in the Indenture.


 


The Indenture contains provisions which provide that,
without prior notice to any Holders, the Company and the Trustee may amend the
Indenture and the Securities of any series with the written consent of the
Holders of a majority in principal amount of the outstanding Securities of all
series affected by such amendment (all such series voting as one class), and
the Holders of a majority in principal amount of the outstanding Securities of
all series affected thereby (all such series voting as one class) by written
notice to the Trustee may waive future compliance by the Company with any
provision of the Indenture or the Securities of such series; provided that,
without the consent of each Holder of the Securities of each series affected
thereby, an amendment or waiver, including a waiver of past defaults, may not: (i) extend
the stated maturity of the Principal of, or any sinking fund obligation or any
installment of interest on, such Holder’s Security, or reduce the principal
amount thereof or the rate of interest thereon (including any amount in respect
of original issue discount), or any premium payable with respect thereto, or
adversely affect the rights of such Holder under any mandatory redemption or


 


R-18





















 


repurchase provision or
any right of redemption or repurchase at the option of such Holder, or reduce
the amount of the Principal of an Original Issue Discount Security that would
be due and payable upon an acceleration of the maturity thereof or the amount
thereof provable in bankruptcy, or change any place of payment where, or the
currency in which, any Security of such series or any premium or the interest
thereon is payable, or impair the right to institute suit for the enforcement
of any such payment on or after the due date therefor; (ii) reduce the
percentage in principal amount of outstanding Securities of the relevant series
the consent of whose Holders is required for any such supplemental indenture,
for any waiver of compliance with certain provisions of the Indenture or
certain Defaults and their consequences provided for in the Indenture; (iii) waive
a Default in the payment of Principal of or interest on any Security of such
Holder; or (iv) modify any of the provisions of the Indenture governing
supplemental indentures with the consent of Securityholders except to increase
any such percentage or to provide that certain other provisions of the
Indenture cannot be modified or waived without the consent of the Holder of
each outstanding Security affected thereby.


 


It is also provided in the Indenture that, subject to
certain conditions, the Holders of at least a majority in principal amount (or,
if any Securities are Original Issue Discount Securities, such portion of the
Principal as is then accelerable) of the outstanding Securities of all series
affected (voting as a single class), by notice to the Trustee, may waive an
existing Default or Event of Default with respect to the Securities of such
series and its consequences, except a Default in the payment of Principal of or
interest on any Security or in respect of a covenant or provision of the
Indenture which cannot be modified or amended without the consent of the Holder
of each outstanding Security affected. 
Upon any such waiver, such Default shall cease to exist, and any Event
of Default with respect to the Securities of such series arising therefrom
shall be deemed to have been cured, for every purpose of the Indenture; but no
such waiver shall extend to any subsequent or other Default or Event of Default
or impair any right consequent thereto.


 


The Indenture provides that a series of Securities may
include one or more tranches (each a “tranche”) of Securities, including
Securities issued in a Periodic Offering. 
The Securities of different tranches may have one or more different
terms, including authentication dates and public offering prices, but all the
Securities within each such tranche shall have identical terms, including
authentication date and public offering price. 
Notwithstanding any other provision of the Indenture, subject to certain
exceptions, with respect to sections of the Indenture concerning the execution,
authentication and terms of the Securities, redemption of the Securities,
Events of Default of the Securities, defeasance of the Securities and amendment
of the Indenture, if any series of Securities includes more than one tranche,
all provisions of such sections applicable to any series of Securities shall be
deemed equally applicable to each tranche of any series of Securities in the
same manner as though originally designated a series unless otherwise provided
with respect to such series or tranche pursuant to a board resolution or a
supplemental indenture establishing such series or tranche.


 


No reference herein to the Indenture and no provision
of this SAILS or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the Total Exchange Amount
and interest on this SAILS in the manner, at the place, at the respective
times, at the rate and in the coin or currency herein prescribed.


 


R-19





















 


The SAILS are issuable initially only in registered
form without coupons in minimum denominations of $35.46 and integral multiples
of $35.46 in excess thereof at the office or agency of the Company in the
Borough of Manhattan, The City of New York, and in the manner and subject to
the limitations provided in the Indenture.


 


This
Security is not subject to redemption or exchange by the Company or at the
option of the Holder prior to the Maturity Date.


 


The
Company and each Holder and beneficial owner by acceptance hereof hereby agree
(in the absence of an administrative determination or judicial ruling to the
contrary) to characterize the SAILS for all tax purposes as a forward purchase
contract to purchase Equinix Common Stock at the time that the Company delivers
Equinix Common Stock to the Holder (or to the Trustee for the Holder’s benefit)
(the “delivery date”). Under the terms of this forward purchase contract: (1) at
the time of issuance of the SAILS the Holder deposits irrevocably with the
Company a fixed amount of cash equal to the purchase price of the SAILS to
assure the fulfillment of the Holder’s purchase obligation described below,
which deposit will unconditionally and irrevocably be applied on the delivery
date to satisfy such obligation; (2) the Company will be obligated to pay
a return on such deposit at a rate equal to the stated rate of interest on the
SAILS as compensation to the Holder for the Company’s use of such cash deposit
during the term of the SAILS; and (3) on the delivery date such cash
deposit unconditionally and irrevocably will be applied by the Company in full
satisfaction of the Holder’s obligation under the forward purchase contract,
and the Company will deliver to the Holder (or to the Trustee for the Holder’s
benefit) the number of shares of Equinix Common Stock that the Holder is
entitled to receive at that time pursuant to the terms of the SAILS (subject to
the Company’s right to deliver cash in lieu of Equinix Common Stock).


 


Upon due presentment for registration of transfer of
this SAILS at the office or agency of the Company in the Borough of Manhattan,
The City of New York, new SAILS of authorized denominations for an equal
aggregate principal amount will be issued to the transferee in exchange
therefor, subject to the limitations provided in the Indenture, without charge
except for any tax or other governmental charge imposed in connection
therewith.


 


The Company, the Trustee and any agent of the Company
or the Trustee may deem and treat the registered Holder hereof as the absolute
owner of this SAILS (whether or not this SAILS shall be overdue and
notwithstanding any notation of ownership or other writing hereon), for the
purpose of receiving payment of, or on account of, the Total Exchange Amount
and, subject to the provisions hereof, interest hereon, and for all other
purposes, and neither the Company nor the Trustee nor any agent of the Company
or the Trustee shall be affected by any notice to the contrary.


 


No recourse under or upon any obligation, covenant or
agreement contained in the Indenture or any indenture supplemental thereto or
in any SAILS, or because of any indebtedness evidenced thereby, shall be had
against any incorporator as such, or against any past, present or future
stockholder, officer, director or employee, as such, of the Company or of any
successor, either directly or through the Company or any successor, under any rule of
law, statute or constitutional provision or by the enforcement of any
assessment or by any legal or


 


R-20





















 


equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance hereof and as part of the consideration for the issue hereof.


 


Terms used herein which are defined in the Indenture
shall have the respective meanings assigned thereto in the Indenture.


 


The laws of the State of New York (without regard to
conflicts of laws principles thereof) shall govern this SAILS.


 


R-21





















 


FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto


 


	
  [PLEASE INSERT
  SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE]

  
	
   

  
	
   

  
	
   

  
	
  [PLEASE PRINT OR
  TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]

  
	
   

  
	
   

  
	
  the within SAILS
  and all rights thereunder, hereby irrevocably constituting and appointing

  
	
   

  
	
   

  	
  Attorney to

  
	
  transfer such
  SAILS on the books of the Issuer, with full power of substitution in the
  premises.

  



 


	
   

  	
  Signature:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  NOTICE:The
  signature to this assignment must correspond with the name as written upon
  the face of the within SAILS in every particular without alteration or
  enlargement or any change whatsoever.

  
				



 


R-22