Exhibit 10.77
THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE, AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
UNDER THE SECURITIES ACT OR IN A TRANSACTION WHICH, IN THE OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE PARENT, QUALIFIES AS AN EXEMPT TRANSACTION UNDER
THE SECURITIES ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.
THE SECURITIES EVIDENCED HEREBY MAY NOT BE TRANSFERRED (AS SUCH TERM IS DEFINED
IN THAT SECURITIES PURCHASE AGREEMENT, DATED AS OF OCTOBER 2, 2002 (THE
"PURCHASE AGREEMENT"), BY AND AMONG EQUINIX, INC., A DELAWARE CORPORATION
("PARENT"), THE GUARANTORS THERETO, AND THE PURCHASERS NAMED IN SCHEDULE 1 AND
SCHEDULE 2 THERETO)) DURING THE PERIOD BEGINNING ON THE CLOSING DATE (AS SUCH
TERM IS DEFINED IN THE PURCHASE AGREEMENT) AND CONTINUING TO THE DATE THAT IS
180 DAYS FOLLOWING THE CLOSING DATE, EXCEPT AS PERMITTED UNDER THE PURCHASE
AGREEMENT. A COPY OF THE PURCHASE AGREEMENT HAS BEEN FILED WITH THE SECRETARY OF
PARENT AND IS AVAILABLE UPON REQUEST.
THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") WITHIN THE MEANING OF
SECTION 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THE ISSUE DATE OF
THIS NOTE WAS DECEMBER 31, 2002. INFORMATION REGARDING THE ISSUE PRICE, THE
TOTAL AMOUNT OF OID, AND THE YIELD TO MATURITY MAY BE OBTAINED BY WRITTEN
REQUEST OF THE HOLDER OF THIS NOTE TO THE SECRETARY OF PARENT.
EQUINIX, INC.
14% SERIES A-1 CONVERTIBLE SECURED NOTE DUE 2007
Security No. CSN-1
DECEMBER 31, 2002
FOR VALUE RECEIVED, Equinix, Inc., a Delaware corporation ("Parent") hereby
promises to pay to i-STT Investments Pte Ltd, or registered assigns ("Holder"),
the principal amount of $30 million on November 1, 2007, with interest at the
rate of fourteen percent per annum (computed on the basis of a 360 day year for
actual days elapsed) payable in PIK Notes semi annually in arrears on each May 1
and November 1 commencing on May 1, 2003, on the unpaid principal balance hereof
from and including the date hereof until the entire principal balance hereof and
all accrued interest hereunder is paid in full.
This Note is one of the Notes issued pursuant to a Securities Purchase
Agreement, dated as of October 2, 2002 (the "Purchase Agreement"), by and among
Parent, the Existing Guarantors named therein and the Purchasers named therein
and is entitled to the benefits of the Purchase Agreement. Reference hereby is
made to the Purchase Agreement for a statement of each of such terms and
conditions, and each of the terms and conditions of the Purchase Agreement are
incorporated herein by this reference. Capitalized terms used herein and not
otherwise defined herein shall have the respective meanings ascribed to them in
the Purchase Agreement.
Any payments that fall due hereunder on a day that is not a Business Day shall
be payable on the first succeeding Business Day and such extension of time shall
be included in