the General Obligations Law of the State of New York).
Exhibit P-7
This Borrower Group Release shall become effective on the Closing Date.
Very truly yours, SWITCH & DATA FACILITIES COMPANY, INC., By:
Name:
George
Pollock, Jr. Title:
Treasurer SWITCH & DATA HOLDINGS, INC., By:
Name:
George Pollock, Jr. Title:
Treasurer
Exhibit P-8
Guarantors:
SWITCH AND DATA ENTERPRISES, INC.
SWITCH AND DATA MANAGEMENT COMPANY LLC
SWITCH AND DATA OPERATING COMPANY LLC
SWITCH & DATA FACILITIES COMPANY LLC
By:
George Pollock, Jr. Treasurer
SWITCH AND DATA CA NINE LLC
SWITCH AND DATA CA ELEVEN LLC
SWITCH AND DATA FL SEVEN LLC
SWITCH AND DATA GA THREE LLC
SWITCH AND DATA NJ TWO LLC
SWITCH AND DATA NY FOUR LLC
SWITCH AND DATA NY FIVE LLC
SWITCH & DATA/NY FACILITIES COMPANY LLC
SWITCH AND DATA PA THREE LLC
SWITCH AND DATA PA FOUR LLC
SWITCH AND DATA DALLAS HOLDINGS I LLC
SWITCH AND DATA DALLAS HOLDINGS II LLC
SWITCH AND DATA VA FOUR LLC
SWITCH AND DATA WA THREE LLC
By: Switch and Data Operating Company LLC, as Manager
By:
George
Pollock, Jr.
Treasurer
Exhibit P-9
SWITCH & DATA AZ ONE LLC
SWITCH & DATA CA ONE LLC
SWITCH & DATA CA TWO LLC
SWITCH & DATA CO ONE LLC
SWITCH & DATA FL ONE LLC
SWITCH & DATA FL TWO LLC
SWITCH & DATA GA ONE LLC
SWITCH & DATA IL ONE LLC
SWITCH & DATA IN ONE LLC
SWITCH & DATA LA ONE LLC
SWITCH & DATA MA ONE LLC
SWITCH & DATA MI ONE LLC
SWITCH & DATA MO ONE LLC
SWITCH & DATA NY ONE LLC
SWITCH & DATA OH ONE LLC
SWITCH & DATA PA TWO LLC
SWITCH & DATA TN TWO LLC
SWITCH & DATA TX ONE LLC
SWITCH & DATA VA ONE LLC
SWITCH & DATA VA TWO LLC
SWITCH & DATA WA ONE LLC
By: Switch & Data Facilities Company LLC, as Manager
By:
George Pollock,
Jr.
Treasurer
SWITCH AND DATA TX FIVE LP By:
Switch and Data Dallas Holdings I LLC, as General Partner
By:
Switch and
Data Operating Company LLC, as Manager
By:
George Pollock, Jr.
Treasurer
Exhibit P-10
Accepted and Agreed:
ROYAL BANK OF CANADA,
as Administrative Agent
By:
Name:
Title:
Exhibit P-11
EXHIBIT Q
[FORM OF JOINDER AGREEMENT]
JOINDER AGREEMENT
THIS JOINDER AGREEMENT, dated as of [
, 200
] (this
"Agreement"), by and among [NEW LENDERS] (each a "Lender" and collectively the
"Lenders"), SWITCH & DATA HOLDINGS, INC., a Delaware corporation (the
"Borrower"), ROYAL BANK OF CANADA, as administrative agent for the Lenders and
as collateral agent for the Secured Parties (in such capacities, the
"Administrative Agent") and [Guarantors].
RECITALS:
WHEREAS, reference is hereby made to that certain FOURTH AMENDED AND RESTATED
CREDIT AGREEMENT, dated as of March [__], 2008 (as it may be amended, restated,
supplemented or otherwise modified from time to time, the "Credit Agreement";
the terms defined therein and not otherwise defined herein being used herein as
therein defined), by and