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Exhibit
10.32
Execution
Copy
AMENDMENT AND ACCESSION
AGREEMENT
dated as of
January 31, 2008
among
EQUINIX SINGAPORE PTE.
LTD.,
EQUINIX JAPAN
K.K.,
EQUINIX AUSTRALIA PTY
LIMITED ABN 25 092 807 264,
as
Borrowers
ABN AMRO Bank N.V.,
Singapore Branch,
ABN AMRO Bank N.V., Japan
Branch,
ABN AMRO Australia Pty
Limited ABN 78 000 862 797,
as Lenders
and
ABN AMRO BANK
N.V.,
as Facility Agent,
Arranger and Collateral Agent
Table of
Contents
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ARTICLE I DEFINITIONS
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4 |
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ARTICLE II ACCESSION
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5 |
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ARTICLE III AMENDMENTS TO THE FACILITY
AGREEMENT
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5 |
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ARTICLE IV REPRESENTATIONS AND
WARRANTIES
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ARTICLE V PROVISIONS RELATING TO THE
AUSTRALIAN DOLLAR BORROWER AND THE AUSTRALIAN DOLLAR
BORROWING
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ARTICLE VI INTEGRATION
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ARTICLE VII MISCELLANEOUS
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AMENDMENT AND ACCESSION
AGREEMENT
This AMENDMENT AND ACCESSION AGREEMENT
(this “ Amendment ”) dated as of
January 31, 2008, among:
| (1) |
EQUINIX SINGAPORE PTE. LTD., a Singaporean corporation (“
Equinix Singapore ”); |
| (2) |
EQUINIX JAPAN K.K., a Japanese corporation (“ Equinix
Japan ”); |
| (3) |
EQUINIX AUSTRALIA PTY. LIMITED ABN 25 092 807 264, an
Australian corporation (“ Equinix Australia ”)
(Equinix Singapore, Equinix Japan, Equinix Australia and such
Additional Borrowers (as defined in the Facility Agreement), each
individually, a “ Borrower ” and collectively,
“ Borrowers ”); |
| (4) |
ABN AMRO Bank N.V., Singapore Branch (the “ Singapore
Dollar Lender ”); |
| (5) |
ABN AMRO Bank N.V., Japan Branch (the “ Yen Lender
”); |
| (6) |
ABN AMRO Australia Pty Limited (the “ Australian
Dollar Lender ”) (the Singapore Dollar Lender, the Yen
Lender and the Australian Dollar Lender each individually, a
“ Lender ” and collectively, the “
Lenders ”); and |
| (7) |
ABN AMRO BANK N.V., as facility agent (in such capacity,
“ Facility Agent ”), as arranger (in such
capacity, “ Arranger ”) and as collateral agent
(in such capacity, “Collateral Agent”) for the Secured
Parties (as defined in the Facility Agreement). |
WITNESSETH:
| (A) |
WHEREAS, Equinix Singapore, Equinix Japan, the Singapore Dollar
Lender, the Yen Lender, the Facility Agent, Arranger and Collateral
Agent entered into a Facility Agreement dated August 31, 2007
(the “ Facility Agreement ”) pursuant to which
the Singapore Dollar Lender and the Yen Lender agreed to extend
credit to Equinix Singapore and Equinix Japan to fund the
construction of their respective Internet Data Centers (as defined
in the Facility Agreement). |
| (B) |
WHEREAS, pursuant to Section 2.03 of the Facility
Agreement, Equinix Australia wishes to become an Additional
Borrower and a Borrower under the Facility Agreement, and accede to
all the obligations and liabilities of a Borrower under the
Facility Agreement as provided herein. |
| (C) |
WHEREAS, Equinix Australia has requested the Lenders to make
Additional Loans (as defined in the Facility Agreement and
effectively amended by this Amendment) to Equinix Australia in an
aggregate amount of up to AUD32,000,000 to fund the construction of
its Internet Data Center. |
| (D) |
The Australian Dollar Lender is willing to become an additional
Lender and make such Additional Loans to Equinix Australia under
the terms of the Facility Agreement and this Amendment, and accede
to all the obligations and liabilities under the Facility Agreement
as provided herein. |
| (E) |
WHEREAS, it is the intention of the parties hereunder that
(1) the Borrowers shall be jointly and severally liable for
the Secured Obligations (as defined in the Facility Agreement) and
(2) the security arrangements established to secure
performance by the Borrowers of their obligations under the
Facility Agreement and this Amendment shall benefit all the
Lenders, including the Australian Dollar Lender. |
| (F) |
WHEREAS, the parties hereto have agreed to amend the Facility
Agreement in the manner set out below with effect from and on the
date hereof. |
NOW, THEREFORE, the parties
hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01 Defined
Terms . Unless expressly defined in this Amendment, or the
context otherwise requires, terms defined in the Facility Agreement
shall have the same meanings in this Amendment .
SECTION 1.02 Rules of
Construction . The principles of construction and rules of
interpretation set forth in Section 1.02 of the Facility
Agreement shall apply in this Amendment.
SECTION 1.03 Special
Rules for Interpreting the Facility Agreement and this
Amendment . In the interpretation of the Facility Agreement
and this Amendment, unless the context clearly indicates otherwise
or unless otherwise provided herein:
(a) a reference to “a
Borrower” or “each Borrower” (wherever occurring)
is a reference to Equinix Singapore, Equinix Japan, Equinix
Australia and an Additional Borrower each individually; a reference
to “Borrowers” (wherever occurring) is a reference
collectively to Equinix Singapore, Equinix Japan, Equinix Australia
and all Additional Borrowers; and a reference to “either
Borrower” (wherever occurring) is a reference to any of the
Borrowers.
(b) a reference to “a
Lender” or “each Lender” (wherever occurring) is
a reference to a Singapore Dollar Lender, a Yen Lender and an
Australian Dollar Lender each individually and a reference to
“Lenders” (wherever occurring) is a reference
collectively to the Singapore Dollar Lenders, the Yen Lenders and
the Australian Dollar Lenders.
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ARTICLE II
ACCESSION
SECTION 2.01
Accession . Each of the Australian Dollar Lender and
Equinix Australia agrees with each other person who is or who
becomes a party to the Facility Agreement that, with effect on and
from the date hereof, each of the Australian Dollar Lender and
Equinix Australia will be bound by the Facility Agreement as a
party to the Facility Agreement as of the date hereof in the
capacity of “Lender”, with respect to the Australian
Dollar Lender, and “Borrower”, with respect to Equinix
Australia.
ARTICLE III
AMENDMENTS TO THE FACILITY
AGREEMENT
SECTION 3.01 New
Definitions . The following new definitions are added to
Section 1.01 (Defined Terms) of the Facility Agreement in
their proper alphabetical order:
“Amendment” shall mean the
Amendment and Accession Agreement among the Singapore Dollar
Borrower, the Yen Borrower, the Australian Dollar Borrower, the
Singapore Dollar Lenders, the Yen Lender, the Australian Dollar
Lender, the Facility Agent, the Arranger, and the Collateral Agent
dated as of January 31, 2008.
“Australia Deed
of Charge” shall mean that certain Deed of Charge
executed by the Australian Dollar Borrower and the Collateral Agent
dated as of January 31, 2008.
“Australia Share
Mortgage” shall mean that certain Share Mortgage
executed by Equinix Pacific Inc. and the Collateral Agent dated as
of January 31, 2008.
“Australian
Dollars” or “AUD”
shall mean lawful currency of Australia.
“Australian
Dollar Borrower” shall mean, in its capacity as
the borrower of Australian Dollar Loans, Equinix
Australia.
“Australian
Dollar Borrowing” shall mean a borrowing comprised
of Australian Dollar Loans made by the Australian Dollar Lenders
pursuant to a Borrowing Request.
“Australian
Dollar Lender” shall mean each financial
institution listed on Schedule 1.01(d) (as amended from time
to time), as well as any financial institution that has become an
“Australian Dollar Lender” hereto pursuant to
Section 2.03 or by the execution of an Assignment and
Assumption in accordance with this Agreement, other than, in each
case, any such financial institution that has ceased to be a party
hereto pursuant to an Assignment and Assumption. For purposes of
this Agreement, “Lender” includes each Australian
Dollar Lender unless the context otherwise requires.
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“Australian
Dollar Loans” shall mean the term loans made by
the Australian Dollar Lenders to the Australian Dollar Borrower
pursuant to Section 2.01(c).
“Australian
Dollar Loan Commitment” shall mean, with respect
to each Lender, the commitment, if any, of such Lender to make
Australian Dollar Loans hereunder during the Availability Period in
the amount set forth opposite such Lender’s name on Schedule
1.01(d), or in the Assignment and Assumption pursuant to which such
Lender shall have assumed its Australian Dollar Loan Commitment, as
applicable, as the same may be (a) increased pursuant to any
Increased Commitment made by such Lender pursuant to
Section 2.03 or (b) reduced or increased from time to
time pursuant to assignments by or to such Lender pursuant to
Section 10.04. The initial aggregate amount of the Australian
Dollar Loan Commitment is AUD32,000,000.
“BBSY
” shall mean, with respect to any Australian Dollar
Borrowing for any Interest Period, the rate per annum for deposits
in Australian Dollars for a period equal to or that most closely
approximates the duration of such Interest Period which appears on
Reuters screen BBSY (or such other page(s) as may replace that page
as determined by the Facility Agent) as of 10:15 a.m., Sydney time
on the relevant Interest Rate Setting Date; provided that if such
rate does not appear on that page, “BBSY” shall mean
the rate expressed as a percentage to be the arithmetic mean
(rounded upwards, if necessary, to the nearest four decimal places)
as supplied to the Facility Agent at its request quoted by at least
two reference banks that are leading banks as the rate at which it
is offered deposits in Australian Dollars and for the required
period in the Australian interbank market at or about 11:00 a.m.,
Sydney time.
“Equinix
Australia” shall mean Equinix Australia Pty.
Limited ABN 25 092 807 264, an Australian corporation incorporated
in the state of New South Wales.
“Japan Share
Pledge” shall mean that certain Share Pledge
Agreement executed by Equinix Japan, Equinix Pacific Inc., the Yen
Lender and the Singapore Dollar Lender dated November 30,
2007.
“Singapore Share
Charge” shall mean that certain Share Charge
executed by the Equinix Singapore Holdings Pte. Ltd. and the
Collateral Agent dated November 30, 2007.
SECTION 3.02 Amended
Definitions . The following definitions as found in the
Facility Agreement are deleted and replaced with the following in
their proper alphabetical order:
“Administrative
Borrower” shall mean Equinix Singapore, in its
capacity as Administrative Borrower on behalf of itself, Equinix
Japan, Equinix Australia and the Additional Borrowers pursuant to
its appointment in Section 10.17 hereof, and its successors
and assigns in such capacity.
“ Approved
Currency ” shall mean, with respect to
(i) the Singapore Dollar Borrower, Singapore Dollars,
(ii) the Yen Borrower, Yen and (iii) the Australian
Dollar Borrower, Australian Dollars.
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“Availability
Period” shall mean the period commencing on the
date that all conditions precedent to the making of the initial
Loans under Section 4.01 and Section 4.02 have been
satisfied or waived and ending, (i) on August 31, 2008
with respect to the Singapore Dollar Loans and the Yen Loans, and
(ii) on January 31, 2009 with respect to the Australian
Dollar Loans.
“Borrowing” shall mean a Singapore
Dollar Borrowing, a Yen Borrowing or an Australian Dollar
Borrowing.
“Business
Day” shall mean any day other than a Saturday,
Sunday or other day on which banks in Hong Kong, Tokyo, Singapore
or Sydney are authorized or required by law to close, except that
in relation to any day on which a payment is to be made under the
Loan Documents by a Borrower, “Business Day” shall mean
a day other than a Saturday, Sunday or other day on which banks in
the place where payment is to be made are authorized or required by
law to close.
“Closing
Date ” shall mean with respect to
the (i) Singapore Dollar Borrower and the Yen Borrower,
September 7, 2007, (ii) Australian Dollar Borrower and
any Additional Borrowers the date of its initial Borrowing
hereunder.
“Collateral” shall include
(i) the “Collateral” as such term is defined and
used in the Debenture, (ii) the “Movables” as such
term is defined and used in the Assignment of Movables and
(iii) the Secured Property as such term is defined and used in
the Australia Deed of Charge and Australia Share
Mortgage.
“Commitment” shall mean, with
respect to any Lender, such Lender’s Singapore Dollar Loan
Commitment, Yen Loan Commitment, Australian Dollar Commitment
and/or Additional Commitment.
“Exchange
Rate” means the prevailing spot rate of exchange
specified by the Facility Agent for the purpose of conversion of
one currency to another, at or around 11:00 a.m. Hong Kong,
Singapore, Sydney or Tokyo time, on the date on which any such
conversion of currency is to be made under this Agreement and
taking into account any costs of such conversion.
“Final Maturity
Date” shall mean, with respect to (i) the
Singapore Dollar Loans and the Yen Loans, August 31, 2011 or,
if such date is not a Business Day, the Business Day immediately
preceding such date and (ii) the Australian Dollar Loans,
January 31, 2012 or, if such date is not a Business Day, the
Business Day immediately preceding such date.
“GAAP” shall mean generally
accepted accounting principles in the United States applied on a
consistent basis; provided that, at the option of the relevant
Borrower, (i) GAAP shall mean generally accepted accounting
principles in Singapore applied on a consistent basis, in relation
to the annual financial reports to be delivered by the Singapore
Dollar Borrower in accordance with this Agreement, (ii) GAAP
shall mean generally accepted accounting principles in Japan
applied on a consistent basis in relation to the annual financial
reports to be delivered by the Yen Borrower in accordance with this
Agreement and (iii) GAAP shall mean generally accepted
accounting principles in Australia applied on a consistent basis in
relation to the annual financial reports to be delivered by the
Australian Dollar Borrower in accordance with this
Agreement.
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“Hazardous
Materials” means (a) any pollutants, toxic
pollutants, oil, gasoline, petroleum products, asbestos, materials
or substances containing asbestos, explosives, chemical liquids or
solids, radioactive materials, polychlorinated biphenyls or related
or similar materials, or any other solid, liquid or other emission,
substance, material, product or by-product defined, listed or
regulated as a hazardous, noxious, toxic or solid substance,
material or waste or defined, listed or regulated as causing cancer
or reproductive toxicity, or otherwise defined, listed or regulated
as hazardous or toxic in, pursuant to, or by any federal, state or
local law, ordinance, rule, or regulation, now or hereafter
enacted, amended or modified, in each case to the extent applicable
to the Collateral including the Comprehensive Environmental
Response, Compensation, and Liability Act (42 U.S.C.
Section 9601, et seq.); the Hazardous Materials Transportation
Act (49 U.S.C. Section 1801, et seq.); the Resource
Conservation and Recovery Act (42 U.S.C. Section 6901, et
seq.); Sections 25117, 25281, 25316 or 25501 of the California
Health & Safety Code; any so-called
“Superfund” or “Superlien” law; the Toxic
Substance Control Act of 1976 (15 U.S.C. Section 2601 et
seq.); the Clean Water Act (33 U.S.C. Section 1251 et seq.);
and the Clean Air Act (42 U.S.C. Section 7901 et seq.) or the
equivalent laws of Japan, Singapore, Australia or such other
jurisdiction of incorporation of any Borrower, as relevant to such
Borrower; (b) any substance which is or contains asbestos,
radon, polychlorinated biphenyl, urea formaldehyde foam insulation,
explosive or radioactive material, lead paint, motor fuel or other
petroleum hydrocarbons; (c) fungus, mold, mildew, or other
biological agents the presence of which may adversely affect the
health of individuals or other animals or materially adversely
affect the value or utility of the Collateral; (d) any other
substance which causes or poses a threat to cause a contamination
or nuisance with respect to all or any portion of the Collateral or
any adjacent property or a hazard to the Environment or to the
health or safety of Persons; and (e) any other pollutant or
contaminant or chemicals, waste, materials, compounds, constituents
or substances, subject to regulation or which can give rise to
liability under any Environmental Laws.
“
Interest Payment Date ” shall mean with
respect to (i) the Singapore Dollar Loans and the Yen Loans,
the last day of November, February, May and August of each year,
from August 31, 2007 until the relevant Final Maturity Date
and (ii) the Australian Dollar Loans, the last day of April,
July, October and January of each year, from April 30, 2008
until the relevant Final Maturity Date; provided that if any
Interest Payment Date shall fall on a day other than a Business
Day, such Interest Payment Date shall be on the next preceding
Business Day.
“Landlord
Consent” shall mean the deed entitled
“Agreement on Financed Fixtures” between Equinix
Australia, the Collateral Agent and Lend Lease Real Estate
Investments Limited in relation to the Site Lease of Equinix
Australia.
“Loan” shall mean, as the context
may require, a Singapore Dollar Loan, a Yen Loan, an Australian
Dollar Loan or any Additional Loan, and “Loans” shall
mean the Singapore Dollar Loans, the Yen Loans, the Australian
Dollar Loans and the Additional Loans.
“Loan
Commitment” shall mean the aggregate amount of all
Lenders’ Singapore Dollar Loan Commitments, Yen Loan
Commitments, Australian Dollar Loan Commitments and/or Additional
Commitments.
“Notes” shall mean any notes
evidencing the Singapore Dollar Loans, the Yen Loans or the
Australian Dollar Loans issued pursuant to this Agreement, if any,
substantially in the form of Exhibits D-1, D-2 and
D-3 .
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“Payment
Office” means (i) with respect to Singapore
Dollar Borrowings, the Facility Agent’s office located at One
Raffles Quay (ORQ) South Tower, Level 26, Singapore 048583,
(ii) with respect to Yen Borrowings, the Facility
Agent’s office located at Atago Green Hills Mori Tower 31F,
5-1 Atago 2-Chome, Minato-Ku, Tokyo, Japan, (iii) with respect
to Australian Dollar Borrowings, the Facility Agent’s office
located at Level 22, ABN AMRO Tower, 88 Philip Street, Sydney 2000
Australia or (iv) at such other office or offices of the
Facility Agent as may be designated in writing from time to time by
the Facility Agent to Borrowers.
“Security
Agreements” shall mean the (i) Assignment of
Movables, (ii) Debenture, (iii) Japan Share Pledge,
(iv) Singapore Share Charge, (v) Australia Deed of Charge
and (vi) Australia Share Mortgage.
“Site
Leases” shall mean the lease by Equinix Japan over
the following premises: (i) TRC-C Building, B-Block,
4th & 5th Floors & one-half of 1st floor, 1-1
Heiwajima, 6-chome, Oota-ku, Tokyo 143-0006 Japan and
(ii) 8-21, Higashi-Shinagawa 3-chome, Shinagawa-ku, Tokyo,
Shinshuu Meitetsu Shinagawa Building; the lease by Equinix
Singapore over the following premises: (i) Blk 20 Ayer Rajah
Crescent #06-01, #06-05/06/07/08, #05-05/06/06A/07/07A/08,
#03-05/06/07/08 and #05-01/02/02A/03/03A/04 Singapore 139964,
(ii) Blk 20 Ayer Rajah Crescent, #03-01 to #03-04, Singapore
139964, (iii) Blk 20 Ayer Rajah Crescent
#04-05/06/06A/07/07A/08 Singapore 139964, (iv) Blk 20 Ayer
Rajah Crescent #06-04 Singapore 139964, (v) Blk 20 Ayer Rajah
Crescent #02-03/04 Singapore 139964, (vi) Blk 20 Ayer Rajah
Crescent #06-02/03 Singapore 139964, (vii) Rooftop, Blk 20
Ayer Rajah Crescent Singapore 139964 and (viii) Cargo Lift
Shafts G and H, Blk 20 Ayer Rajah Crescent Singapore 139964; and
(ix) the lease by Equinix Australia over the following
premises Units B, C1 and C2 and ancillary car parking spaces, 639
Gardeners Road, Mascot, New South Wales.
SECTION 3.03
Commitments . Section 2.01 (Commitments) of the
Facility Agreement is amended by:
(a) deleting the word
“and” at the end of Section 2.01(b);
and
(b) adding a new
Section 2.01(c) as follows:
“(c) each Australian
Dollar Lender agrees, severally and not jointly, to make Australian
Dollar Loans to the Australian Dollar Borrower during the
Availability Period in the principal amount not to exceed such
Australian Dollar Lender’s Australian Dollar Loan Commitment;
and”.
SECTION 3.04
Loans . Section 2.02(b) of the Facility
Agreement is amended by:
(a) deleting the word
“and” before “(ii)”; and
(b) adding the following
language after “Tokyo time,”:
“and (iii) each
Australian Dollar Lender shall make each Australian Dollar Loan to
be made by it hereunder by wire transfer of immediately available
funds to such account in Sydney as the Facility Agent may designate
not later than 11:00 a.m., Sydney time,”
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SECTION 3.05 Borrowing
Procedure . Section 2.04 (Borrowing Procedure) of the
Facility Agreement is amended by:
(a) deleting the word
“or” before “(ii)”;
(b) adding the following
language at the end of the second sentence of the first
paragraph:
“or (iii) in
the case of an Australian Dollar Borrowing, not later than 11:00
a.m., Sydney time, three (3) Business Days before the date of
the proposed Borrowing.”; and
(c) deleting sub-paragraph
(a) in its entirety and replacing it with the
following:
“(a) whether the
requested Borrowing is to be a Singapore Dollar Borrowing, a Yen
Borrowing or an Australian Dollar Borrowing; provided, however,
that the Singapore Dollar Borrower, the Yen Borrower and the
Australian Dollar Borrower may request only Singapore Dollar
Borrowings, Yen Borrowings and Australian Dollar Borrowings,
respectively;”.
SECTION 3.06 Promise to
Repay . Section 2.05(a) (Promise to Repay) of the
Facility Agreement is amended by:
(a) deleting the word
“and” before “(ii)”; and
(b) adding the following
language at the end of the second sentence:
“and (iii) to
the Facility Agent for the account of each Australian Dollar
Lender, the principal amount of each Australian Dollar Loan of such
Australian Dollar Lender as provided in
Section 2.09.”
SECTION 3.07 Promissory
Notes . Section 2.05(c) (Promissory Notes) of the
Facility Agreement is amended by:
(a) replacing the word
“or” before “D-2” with a “,”;
and
(b) inserting the words
“ or D-3 ” after
“D-2”.
SECTION 3.08
Fees . Section 2.06(c) (Fees) of the Facility
Agreement is amended by deleting such sub-paragraph entirely and
replacing it with the following:
(c) Payment. All
Commitment Fees shall be paid on the dates due, in immediately
available funds in US Dollars or any Approved Currency requested by
the Facility Agent, to the Facility Agent for distribution, if and
as appropriate, among the Lenders. The Facility Set-up Fee with
respect to the Singapore Dollar Loans and Yen Loans shall be paid
to the Arranger for its own account within five
(5) Business
10
Days from August 31,
2007. The Facility Set-up Fee with respect to the Australian Dollar
Loans shall be paid to the Arranger for its own account within five
(5) Business Days from January 31, 2008. Once paid, none
of the Fees shall be refundable under any
circumstances.
SECTION 3.09 Interest
on Loans . Section 2.07 (Interest on Loans) of the
Facility Agreement is amended by:
(a) re-designating
sub-paragraph (b) as sub-paragraph (b)(i);
(b) re-designating
sub-paragraph (c) as sub-paragraph (b)(ii);
(c) adding a new
sub-paragraph (b)(iii), which shall read:
“(b)(iii)
Australian Dollar Loans . Subject to the provisions of
Section 2.07(d), the Australian Dollar Loans comprising each
Australian Dollar Borrowing shall bear interest (in Australian
Dollars) at a rate per annum equal to BBSY for the Interest Period
in effect for such Borrowing plus the Applicable Margin in effect
from time to time.”; and
(d) adding a new
sub-paragraph (c), which shall read:
“(c) Not
used.”
SECTION 3.10
Termination of Commitments . Section 2.08
(Termination of Commitments) of the Facility Agreement is amended
by:
(a) deleting the third
sentence in its entirety and replacing it with the
following:
“The Borrowers may,
upon ten (10) Business Days’ prior written notice to the
Facility Agent, terminate in its entirety (but not in part) any of
the Singapore Dollar Loan Commitment, the Yen Loan Commitment or
the Australian Dollar Loan Commitment, or all of such Loan
Commitments, prior to the end of the Availability Period, subject
to the receipt of evidence by the Facility Agent reasonably
satisfactory to it demonstrating the availability of cash or
alternative funding to the Borrowers (which may include cash or
funding available to the Guarantor that the Guarantor can use for
such purpose) sufficient to complete construction and equipping of
the Internet Data Centers.” ; and
(b) inserting a new sentence
immediately following the second sentence, which shall
read:
“The Australian
Dollar Loan Commitments shall automatically terminate at 5:00 p.m.,
Sydney time, on the last day of the Availability
Period.”
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SECTION 3.11
Repayment. Se
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