SENIOR BRIDGE LOAN CREDIT AGREEMENT

Exhibit 10.47

EXECUTION VERSION

SENIOR

BRIDGE LOAN

CREDIT AGREEMENT

dated as of

June 28, 2007

among

EQUINIX, INC.

as Company,

THE GUARANTORS named herein,

THE LENDERS named herein

and

CITIBANK, N.A., as Agent

Cahill Gordon & Reindel LLP

80 Pine Street

New York, New York 10005

TABLE OF CONTENTS

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This Senior Bridge Loan Credit Agreement is dated as of June 28, 2007 and entered into by and between EQUINIX, INC., a Delaware corporation (the “ Company ”), the Guarantors named on the signature pages hereto, the Lenders named on the signature pages hereto (the “ Lenders ”), and CITIBANK, N.A. (“ Citibank ”), as agent for the Lenders (in such capacity, the “ Agent ”).

RECITALS

WHEREAS, the Company desires that the Lenders extend a senior bridge loan credit facility to the Company in connection with the Acquisition (as defined herein);

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereby agree as follows:

SECTION 1 DEFINITIONS

1.1 Certain Defined Terms The following terms used in this Agreement shall have the following meanings:

“ Acquired Business ” means Target and its subsidiaries.

“ Acquisition ” means the acquisition of the Target, directly or indirectly, by the Company.

“ Acquired Indebtedness ” means Indebtedness of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary of the Company or at the time it merges or consolidates with or into the Company or any of its Subsidiaries or assumed in connection with the acquisition of assets from such Person and in each case not incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of the Company or such acquisition, merger or consolidation.

“ Affiliate ” means, with respect to any specified Person, any other Person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person. The term “ control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative of the foregoing.

“ Agent ” has the meaning ascribed to such term in the introduction to this Agreement.

“ Agreement ” means this Senior Bridge Loan Credit Agreement dated as of June 28, 2007, as it may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“ Applicable Rate ” means for each Interest Period the LIBOR Rate then in effect.

“ Applicable Spread ” means 3.50% for the period from and including the Closing Date and to but excluding the three month anniversary of the Closing Date and for each subsequent 3-month period, the Applicable Spread in effect for the immediately preceding 3-month period plus 0.5%.

“ Asset Acquisition ” means (a) an Investment by the Company or any Restricted Subsidiary of the Company in any other Person pursuant to which such Person shall become a Restricted Subsidiary of the Company or any Restricted Subsidiary of the Company, or shall be merged with or into the Company or any Restricted Subsidiary of the Company, or (b) the acquisition by the Company or any Restricted Subsidiary of the Company of the assets of any Person (other than a Restricted Subsidiary of the Company) which constitute all or substantially all of the assets of such Person or comprises any division or line of business of such Person or any other properties or assets of such Person other than in the ordinary course of business.

“ Asset Sale ” means any direct or indirect sale, issuance, conveyance, transfer, lease (other than operating leases entered into in the ordinary course of business), assignment or other transfer for value by the Company or any of its Restricted Subsidiaries (including any Sale and Leaseback Transaction) to any Person other than the Company or a Wholly Owned Restricted Subsidiary of the Company of: (a) any Capital Stock of any Restricted Subsidiary of the Company; or (b) any other property or assets of the Company or any Restricted Subsidiary of the Company other than in the ordinary course of business; provided , however , that asset sales or other dispositions shall not include: (1) a transaction or series of related transactions for which the Company or its Restricted Subsidiaries receive aggregate consideration of less than $5.0 million; (2) the sale, lease, conveyance, disposition or other transfer of all or substantially all of the assets of the Company as permitted under Section 6.5; (3) any Restricted Payment permitted by Section 6.3 or, after the Conversion Date, that constitutes a Permitted Investment; (4) the sale or discount, in each case without recourse, of accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof; (5) disposals or replacements of obsolete or worn out equipment; (6) the grant of Liens not prohibited by this Agreement; (7) the licensing of intellectual property; (8) dispositions of accounts receivable to local distribution companies under guaranteed receivables agreements entered into in the ordinary course of business; (9) the sale of inventory in the ordinary course of business; (10) the sale of the Singapore E-mail Business in an amount not to exceed $2.0 million; and (11) Sale and Leaseback Transactions permitted under clause (o) of the definition of “Permitted Indebtedness”.

“ Availability Period ” means (a) in the case of each Offer Loan, the period commencing on the Effective Date and ending on the final date of the Offer Certain Funds Period and (b) in the case of each Scheme Loan, the period commencing on the Effective Date and ending on the final date of the Scheme Certain Funds Period.

“ Average Life ” means, as of the date of determination, with respect to any Indebtedness or Preferred Stock, the quotient obtained by dividing (a) the sum of the products of the numbers of years from the date of determination to the dates of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Preferred Stock multiplied by the amount of such payment by (b) the sum of all such payments.

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“ Bank Facility ” means the Second Amended and Restated Loan and Security Agreement, by and among the Company, Equinix Operating Co. Inc. the lenders party thereto in their capacities as lenders thereunder and Silicon Valley Bank, as administrative agent, together with the related documents thereto (including, without limitation, any guarantee agreements and security documents), in each case as such agreements may be amended (including any amendment and restatement thereof), supplemented or otherwise modified from time to time, including one or more credit agreements, loan agreements or similar agreements (but excluding debt securities) extending the maturity of, refinancing, replacing or otherwise restructuring (including increasing the amount of available borrowings thereunder or adding Restricted Subsidiaries of the Company as additional borrowers or guarantors thereunder) all or any portion of the Indebtedness under such agreement or agreements or any successor or replacement agreement or agreements and whether by the same or any other agent, lender or group of lenders.

“ Bankruptcy Law ” means Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect, or any successor statute or any other United States federal, state or local law or the law of any other jurisdiction relating to bankruptcy, insolvency, winding up, liquidation, reorganization or relief of debtors, whether in effect on the date hereof or hereafter.

“ Bankruptcy Order ” means any court order made in a proceeding pursuant to or within the meaning of any Bankruptcy Law, containing an adjudication of bankruptcy or insolvency, or providing for liquidation, winding up, dissolution or reorganization, or appointing a custodian of a debtor or of all or any substantial part of a debtor’s property, or providing for the staying, arrangement, adjustment or composition of indebtedness or other relief of a debtor.

“ Bidco ” means Equinix (UK) Limited, a Wholly Owned Restricted Subsidiary of the Company formed under the laws of England and Wales.

“ Board of Directors ” means, as to any Person, the board of directors (or similar governing body) of such Person or any duly authorized committee thereof.

“ Board Resolution ” means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Agent.

“ Bridge Loan ” means, collectively, the loans made by the Lenders pursuant to Section 2.1(a) consisting of Offer Loans or Scheme Loans

“ Bridge Loan Commitment ” means the commitment of the Lenders to make the Bridge Loan as set forth in Section 2.1(a) consisting of the Offer Commitments and the Scheme Commitments.

“ Bridge Notes ” has the meaning ascribed to such term in Section 2.1(d) and attached as Exhibit I .

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“ Business Day ” means any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of New York, New York or is a day on which banking institutions therein located are authorized or required by law or other governmental action to close; provided , however , that when used in connection with LIBOR Rate, the term “ Business Day ” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

“ Capital Stock ” means: (a) with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however designated and whether or not voting) of corporate stock, including each class of Common Stock and Preferred Stock of such Person, and all options, warrants or other rights to purchase or acquire any of the foregoing; and (b) with respect to any Person that is not a corporation, any and all partnership, membership or other equity interests of such Person, and all options, warrants or other rights to purchase or acquire any of the foregoing.

“ Capitalized Lease Obligations ” means, as to any Person, the obligations of such Person under a lease that are required to be classified and accounted for as capital lease obligations under GAAP and, for purposes of this definition, the amount of such obligations at any date shall be the capitalized amount of such obligations at such date, determined in accordance with GAAP.

“ Cash Equivalents ” means:

(a) debt securities denominated in euro, pounds sterling or U.S. dollars to be issued or directly and fully guaranteed or insured by the government of a Participating Member State, the U.K. or the U.S., as applicable, where the debt securities have not more than twelve months to final maturity and are not convertible into any other form of security;

(b) commercial paper denominated in euro, pounds sterling or U.S. dollars maturing no more than one year from the date of creation thereof and, at the time of acquisition, having a rating of at least P1 from Moody’s and A1 from Standard & Poor’s;

(c) certificates of deposit denominated in euro, pounds sterling or U.S. dollars having not more than twelve months to maturity issued by a bank or financial institution incorporated or having a branch in a Participating Member State in the United Kingdom or the United States, provided that the bank is rated P1 by Moody’s or A1 by Standard & Poor’s;

(d) any cash deposit denominated in euro, pounds sterling or U.S. dollars with any commercial bank or other financial institution, in each case whose long term unsecured, unsubordinated debt rating is at least Aa3 by Moody’s or AA by Standard & Poor’s;

(e) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (a) above entered into with any bank or financial institution meeting the qualifications specified in clause (d) above; and

(f) investments in money market funds which invest substantially all their assets in securities of the types described in clauses (a) through (e) above.

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“ Certain Funds Period ” means the Scheme Certain Funds Period or, after an Election has occurred, the Offer Certain Funds Period.

“ Change of Control ” means the occurrence of one or more of the following events:

(a) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company to any Person or group of related Persons for purposes of Section 13(d) of the Exchange Act (a “ Group ”), together with any Affiliates thereof (whether or not otherwise in compliance with the provisions of this Agreement);

(b) the approval by the holders of Capital Stock of the Company of any plan or proposal for the liquidation or dissolution of the Company (whether or not otherwise in compliance with the provisions of this Agreement);

(c) any Person or Group shall become the owner, directly or indirectly, beneficially or of record, of shares representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of the Company; or

(d) the replacement of a majority of the Board of Directors of the Company over a two-year period from the directors who constituted the Board of Directors of the Company at the beginning of such period, and such replacement shall not have been approved by a vote of at least a majority of the Board of Directors of the Company, then still in office who either were members of such Board of Directors at the beginning of such period or whose election as a member of such Board of Directors was previously so approved.

“ Change of Control Date ” has the meaning ascribed to such term in Section 2.5(a)(4).

“ Change of Control Offer ” has the meaning ascribed to such term in Section 2.5(a)(4).

“ Closing Date ” means the date on which the Bridge Loans are made in accordance with this Agreement.

“ Commission ” means the Securities and Exchange Commission.

“ Common Stock ” of any Person means any and all shares, interests or other participations in, and other equivalents (however designated and whether voting or non-voting) of such Person’s common stock, whether outstanding on the Closing Date or issued after the Closing Date, and includes, without limitation, all series and classes of such common stock.

“ Companies Act 1985 ” means the Companies Act 1985 of England and Wales, as amended.

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“ Companies Act 2006 ” means the Companies Act 2006 of England and Wales, as amended.

“ Companies House ” means the Companies House, an executive agency of the UK Department of Trade and Industry.

“ Company ” has the meaning ascribed to such term in the introduction to this Agreement.

“ Completion ” means the completion of the acquisition of 100% of the Capital Stock of the Target.

“ Completion Date ” means the date on which Completion occurs.

“ Compulsory Acquisition Procedures ” means the procedures set out for the compulsory acquisition of minority shares in Chapter 3 of Part 28 to the Companies Act 2006.

“ Consolidated Depreciation, Amortization and Accretion Expense ” means with respect to any Person for any period, the total amount of depreciation, amortization and accretion expense, including the amortization of deferred financing fees or costs of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“ Consolidated EBITDA ” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period:

(a) increased (without duplication) by the following, in each case to the extent deducted in determining Consolidated Net Income for such period:

(1) provision for taxes based on income or profits or capital, including, without limitation, state, franchise and similar taxes and foreign withholding taxes (including any levy, impost, deduction, charge, rate, duty, compulsory loan or withholding which is levied or imposed by a governmental agency, and any related interest, penalty, charge, fee or other amount) of such Person paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income; plus

(2) Consolidated Interest Expense of such Person for such period to the extent the same were deducted (and not added back) in calculating such Consolidated Net Income; plus

(3) Consolidated Depreciation, Amortization and Accretion Expense of such Person for such period to the extent that the same were deducted (and not added back) in computing Consolidated Net Income; plus

(4) any expenses or charges (other than depreciation or amortization expense) related to any Equity Offering or the incurrence of Indebtedness permitted

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to be incurred in accordance with the Loan Documents (including a refinancing thereof) (whether or not successful), including (A) such fees, expenses or charges relating to the offering of the Demand Take-Out Notes and (B) any amendment or other modification of the Demand Take-Out Notes and, in each case, deducted (and not added back) in computing Consolidated Net Income; plus

(5) any other Non-cash Charges, including any provisions, provision increases, write-offs or write downs reducing Consolidated Net Income for such period ( provided that if any such Non-cash Charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent), and excluding amortization of a prepaid cash item that was paid in a prior period; plus

(6) any costs or expense incurred by the Company or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Company or net cash proceeds of an issuance of Equity Interest of the Company (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in paragraph (c) of Section 6.3; plus

(7) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA or Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant to clause (2) below for any previous period and not added back; plus

(8) any net loss from disposed or discontinued operations; plus

(9) (i) any net unrealized loss (after any offset) resulting in such period from obligations under any Currency Agreements and the application of FASB Standard No. 139 “Financial Instruments: Recognition and Measurement”; provided that to the extent any such Currency Agreement relates to items included in the preparation of the income statement (as opposed to the balance sheet, as reasonably determined by the Company), the realized loss on a Currency Agreement shall be included to the extent the amount of such hedge loss was excluded in a prior period; and (ii) any net unrealized loss (after any offset) resulting in such period from (A) currency translation or exchange losses including those (x) related to currency remeasurements of Indebtedness and (y) resulting from hedge agreements for currency exchange risk and (B) changes in the fair value of Indebtedness resulting from changes in interest rates; and

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(b) decreased (without duplication) by the following, in each case to the extent included in determining Consolidated Net Income for such period:

(1) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period and any non-cash gains with respect to cash actually received in a prior period so long as such cash did not increase Consolidated EBITDA in such prior period; plus

(2) any net gain from disposed or discontinued operations; plus

(3) (i) any net unrealized gain (after any offset) resulting in such period from obligations under any Currency Agreements and the application of FASB Standard No. 139 “Financial Instruments: Recognition and Measurement”; provided that to the extent any such Currency Agreement relates to items included in the preparation of the income statement (as opposed to the balance sheet, as reasonably determined by the Company), the realized gain on a Currency Agreement shall be included to the extent the amount of such hedge gain was excluded in a prior period; and (ii) any net unrealized gain (after any offset) resulting in such period from (A) currency translation or exchange gains including those (x) related to currency remeasurements of Indebtedness and (y) resulting from hedge agreements for currency exchange risk and (B) changes in the fair value of Indebtedness resulting from changes in interest rates.

“ Consolidated Fixed Charge Coverage Ratio ” means, with respect to any Person, the ratio of Consolidated EBITDA of such Person during the four full fiscal quarters (the “ Four Quarter Period ”) ending prior to the date of the transaction giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio for which financial statements are available (the “ Transaction Date ”) to Consolidated Fixed Charges of such Person for the Four Quarter Period. In addition to and without limitation of the foregoing, for purposes of this definition, “Consolidated EBITDA” and “Consolidated Fixed Charges” shall be calculated after giving effect on a pro forma basis for the period of such calculation to:

(a) the incurrence or repayment of any Indebtedness of such Person or any of its Restricted Subsidiaries (and the application of the proceeds thereof) giving rise to the need to make such calculation and any incurrence or repayment of other Indebtedness (and the application of the proceeds thereof), other than the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant to working capital facilities, occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such incurrence or repayment, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four Quarter Period; and

(b) any asset sales or other dispositions or Asset Acquisitions (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of such Person or one of its Restricted Subsidiaries (including any Person who becomes a Restricted Subsidiary as a result of the Asset Acquisition) incurring, assuming or otherwise being liable for Acquired Indebtedness and also including any Consolidated

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EBITDA (including any pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Exchange Act) attributable to the assets which are the subject of the Asset Acquisition or asset sale or other disposition during the Four Quarter Period) occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such asset sale or other disposition or Asset Acquisition (including the incurrence, assumption or liability for any such Acquired Indebtedness) occurred on the first day of the Four Quarter Period. If such Person or any of its Restricted Subsidiaries directly or indirectly guarantees Indebtedness of a third Person, the preceding sentence shall give effect to the incurrence of such guaranteed Indebtedness as if such Person or any Restricted Subsidiary of such Person had directly incurred or otherwise assumed such guaranteed Indebtedness.

Furthermore, in calculating “Consolidated Fixed Charges” for purposes of determining the denominator (but not the numerator) of this “Consolidated Fixed Charge Coverage Ratio”:

(a) interest on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the Transaction Date; and

(b) notwithstanding clause (a) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by agreements relating to Interest Swap Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreements.

“ Consolidated Fixed Charges ” means, with respect to any Person for any period, the sum, without duplication, of:

(a) Consolidated Interest Expense; plus

(b) the product of (1) the amount of all dividend payments on any series of Preferred Stock of such Person and, to the extent permitted under this Agreement, its Restricted Subsidiaries (other than dividends paid in Qualified Capital Stock and other than dividends paid by a Restricted Subsidiary of such Person to such Person or to a Wholly Owned Restricted Subsidiary of such Person) paid, accrued or scheduled to be paid or accrued during such period times (2) a fraction, the numerator of which is one and the denominator of which is one minus the then current effective consolidated federal, state and local income tax rate of such Person, expressed as a decimal.

“ Consolidated Interest Expense ” means, with respect to any Person for any period, the sum of, without duplication:

(a) the aggregate of the interest expense of such Person and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, including without limitation: (1) any amortization of debt discount and the amortization

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or write-off of deferred financing costs; (2) the net costs under Interest Swap Obligations; (3) all capitalized interest; and (4) the interest portion of any deferred payment obligation; plus

(b) the interest component of Capitalized Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its Restricted Subsidiaries during such period as determined on a consolidated basis in accordance with GAAP; less

(c) interest income for such period.

“ Consolidated Net Income ” means, with respect to any Person, for any period, the aggregate net income (loss) of such Person and its Restricted Subsidiaries for such period on a consolidated basis, determined in accordance with GAAP; provided that there shall be excluded therefrom (without duplication):

(a) any after tax effect of extraordinary, non-recurring or unusual gains or losses (including all fees and expenses relating thereto) or expenses (including relating to the Transaction),

(b) any net after tax gains or losses on disposal of disposed, abandoned or discontinued operations shall be excluded,

(c) any after tax effect of gains or losses (including all fees and expenses relating thereto) attributable to sale, transfer, license, lease or other disposition of assets or abandonments or the sale, transfer or other disposition of any Equity Interest of any Person other than in the normal course of business shall be excluded,

(d) the net income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded,

(e) any after tax effect of income (loss) from the early extinguishment of (1) Indebtedness, (2) obligations under any Currency Agreement or (3) other derivative instruments shall be excluded,

(f) any impairment charge or asset write off or write down, including impairment charges or asset write offs or write downs related to intangible assets, long lived assets, investments in debt and equity securities or as a result of a change in law or regulation, in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP shall be excluded,

(g) any non-cash compensation charge or expense including any such charge arising from the grants of stock appreciation or similar rights, stock options, restricted stock or other rights shall be excluded,

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(h) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction, amendment or modification of any debt instrument shall be excluded,

(i) accruals and reserves that are established within twelve months after the Closing Date that are so required to be established as a result of the Transaction in accordance with GAAP shall be excluded to the extent included in Net Income for the period,

(j) income or loss attributable to discontinued operations (including, without limitation, operations disposed of during such period whether or not such operations were classified as discontinued), and

(k) in the case of a successor to the referent Person by consolidation or merger or as a transferee of the referent Person’s assets, any earnings of the successor corporation prior to such consolidation, merger or transfer of assets.

In addition, to the extent not already included in the Consolidated Net Income of such Person and its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing, but without duplication, Consolidated Net Income shall include the amount of proceeds received from business interruption insurance and reimbursements of any expenses and charges that are covered by indemnification or other reimbursement provisions in connection with any Permitted Investment or any sale, conveyance, transfer or other disposition of assets permitted under the Loan Documents (in each case, whether or not non-recurring).

Notwithstanding the foregoing, for the purpose of Section 6.3 only (other than paragraph (c)(3)(D) of Section 6.3), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Investments (other than Permitted Investments) made by Company and its Restricted Subsidiaries, any repurchases and redemptions of Investments (other than Permitted Investments) from the Company and its Restricted Subsidiaries, any repayments of loans and advances which constitute Investments (other than Permitted Investments) by the Company or any of its Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under paragraph (c)(3)(D) of Section 6.3.

“ Consolidated Non-cash Charges ” means, with respect to any Person, for any period, the aggregate depreciation, amortization and other non-cash expenses of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP (excluding any such charges constituting an extraordinary item or loss or any such charge which requires an accrual of or a reserve for cash charges for any future period). !

“ Conversion Date ” means the one year anniversary of the Closing Date.

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“ Court Order ” means an order of an English court of competent jurisdiction sanctioning the Scheme under Section 425 of the Companies Act 1985 and, if applicable, confirming the reduction of share capital of Target under Section 138 of the Companies Act 1985.

“ Currency Agreement ” means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed to protect the Company or any Restricted Subsidiary of the Company against fluctuations in currency values.

“ Custodian ” means any receiver, interim receiver, receiver and manager, trustee, assignee, liquidator, sequestrator or similar official charged with maintaining possession or control over property for one or more creditors, whether under any Bankruptcy Law or otherwise.

“ Default ” means an event or condition the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an Event of Default.

“ Demand Take-Out Notes ” means securities of the Company issued pursuant to Section 5.9, the proceeds of which shall be used to repay the Bridge Notes in whole or in part, which Demand Take-Out Notes shall be guaranteed by each entity that guarantees the Bridge Loan.

“ Description of Senior Notes ” means the description of notes attached hereto as Exhibit IV .

“ Disqualified Capital Stock ” means that portion of any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event (other than an event which would constitute a change of control or an asset sale), matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof (except, in each case, upon the occurrence of a change of control or an asset sale) on or prior to the final maturity date of the Term Loans.

“ Dollars ” or the sign “ $ ” means the lawful money of the United States of America.

“ Domestic Restricted Subsidiary ” means a Restricted Subsidiary incorporated or otherwise organized or existing under the laws of the United States, any state thereof or any territory or possession of the United States.

“ Effective Date ” means the date on which the conditions specified in Section 3.1 are satisfied (or waived in accordance with Section 10.6).

“ Election ” means an election made by Bidco (and notified in writing to the Agent) to undertake the Acquisition by way of the Offer rather than pursuant to the Scheme.

“ Eligible Assignee ” means (a) (1) a commercial bank organized under the laws of the United States of America or any state thereof; (2) a savings and loan association or savings

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bank organized under the laws of the United States or any state thereof; (3) a commercial bank organized under the laws of any other country or a political subdivision thereof; provided that (A) such bank is acting through a branch or agency located in the United States or (B) such bank is organized under the laws of a country that is a member of the Organization for Economic Cooperation and Development or a political subdivision of such country; and (4) any other entity which is an “accredited investor” (as defined in Regulation D under the Securities Act of 1933) which extends credit or buys loans as one of its businesses including, but not limited to, insurance companies, mutual funds and lease financing companies, in each case (under clauses (1) through (4) above) that is reasonably acceptable to Agent; and (b) any Lender and any Affiliate of any Lender.

“ Engagement Letter ” means the engagement letter between Citigroup Global Markets Inc and the Company dated the date hereof.

“ Employee Benefit Plan ” means any “employee benefit plan” as defined in Section 3(3) of ERISA (a) which is, or, at any time within the five calendar years immediately preceding the date hereof, was at any time, maintained or contributed to by any of the Company or its Subsidiaries or any of their respective ERISA Affiliates or (b) with respect to which the Company or any of its Subsidiaries retains any liability, including any potential joint and several liability as a result of an affiliation with an ERISA Affiliate or a party that would be an ERISA Affiliate except for the fact the affiliation ceased more than five calendar years prior to the date hereof.

“ Environmental Claim ” means any accusation, allegation, notice of violation, claim, demand, abatement order or other order or directive (conditional or otherwise) by any governmental authority or any Person for any response or corrective action, any damage, including, without limitation, personal injury (including sickness, disease or death), tangible or intangible property damage, contribution, indemnity, indirect or consequential damages, damage to the environment, nuisance, pollution, contamination or other adverse effects on the environment, or for fines, penalties or restrictions, in each case arising under any Environmental Law, including without limitation, relating to, resulting from or in connection with Hazardous Materials and relating to the Company, any of its Subsidiaries or any of their respective properties or predecessors in interest.

“ Environmental Laws ” means the common law and all statutes, ordinances, orders, rules, regulations, judgments, orders or decrees relating to (a) pollution and protection of the environment (b) the Release or threatened Release of Hazardous Materials, (c) the generation, use, storage, transportation, treatment or disposal of Hazardous Materials, or (d) occupational safety and health, industrial hygiene, land use or the protection of human, plant or animal health or welfare, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9601 et seq .) (“CERCLA”), the Hazardous Materials Transportation Act (49 U.S.C. § 1801 et seq .), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq .), the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq .), the Clean Air Act (42 U.S.C. § 7401 et seq .), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq .), the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. § 136 et seq .), the Occupational Safety and Health Act (29 U.S.C. § 651 et seq .) and the Emergency Planning

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and Community Right-to-Know Act (42 U.S.C. § 11001 et seq .), each as amended or supplemented, and any analogous future or present statutes and regulations promulgated pursuant thereto, each as in effect as of the date of determination.

“ Environmental Lien ” means a Lien in favor of a Tribunal or other Person (a) for any liability under an Environmental Law or (b) for damages arising from or costs incurred by such Tribunal or other Person in response to a release or threatened release of hazardous or toxic waste, substance or constituent into the environment.

“ Environmental Permit ” means any permit, license, order, approval or other authorization under any Environmental Law.

“ Equity Interests ” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

“ Equity Offering ” means any public or private sale of Common Stock or Preferred Stock of the Company (excluding Disqualified Stock), other than:

(a) public offerings with respect to the Company’s or any direct or indirect parent company’s common stock registered on Form S-4 or Form S-8 (or similar forms under non-U.S. law);

(b) issuances to any Subsidiary of the Company;

(c) issuances pursuant to the exercise of options or warrants outstanding on the date hereof;

(d) issuances upon conversion of securities convertible into Common Stock outstanding on the date hereof;

(e) issuances in connection with an acquisition of property in a transaction entered into on an arm’s-length basis; and

(f) issuances pursuant to employee stock plans.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor statute.

“ ERISA Affiliate ”, as applied to any Person, means (a) any corporation which is, or was at any time within the five calendar years immediately preceding the date hereof, a member of a controlled group of corporations within the meaning of Section 414(b) of the Internal Revenue Code of which that Person is, or was at any time within the five calendar years immediately preceding the date hereof, a member; (b) any trade or business (whether or not incorporated) which is, or was at any time within the five calendar years immediately preceding the date hereof, a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Internal Revenue Code of which that Person is, or was at any time

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within the five calendar years immediately preceding the date hereof, a member; and (c) with respect to provisions relating to Section 412 of the Internal Revenue Code, any member of an affiliated service group within the meaning of Section 414(m) or (o) of the Internal Revenue Code of which that Person, any corporation described in clause (a) above or any trade or business described in clause (b) above is, or was at any time within the five calendar years immediately preceding the date hereof, a member.

“ ERISA Event ” means (a) a “Reportable Event” with respect to any Pension Plan; (b) the failure to meet the minimum funding standard of Section 412 of the Internal Revenue Code with respect to any Pension Plan (whether or not waived in accordance with Section 412(d) of the Internal Revenue Code) or the failure to make by its due date a required installment under Section 412(m) of the Internal Revenue Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (c) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA; (d) the withdrawal by any of the Company or its Subsidiaries or any of their respective ERISA Affiliates from any Pension Plan with two or more contributing sponsors or the termination of any such Pension Plan resulting in liability pursuant to Sections 4063 or 4064 of ERISA; (e) the institution by the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any event or condition which might reasonably be expected to constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (f) the imposition of liability on any of the Company or its Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (g) the withdrawal by any of the Company or its Subsidiaries or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefor, or the receipt by any of the Company or its Subsidiaries or any of their respective ERISA Affiliates of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; (h) receipt from the Internal Revenue Service of notice of the failure of any Pension Plan (or any other Employee Benefit Plan intended to be qualified under Section 401(a) of the Internal Revenue Code) to qualify under Section 401(a) of the Internal Revenue Code, or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the Internal Revenue Code; or (i) the imposition of a Lien pursuant to Section 302(f) of ERISA with respect to any Pension Plan.

“ Event of Default ” means each of the events set forth in Section 7.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.

“ Exchange Notes ” has the meaning ascribed to it in Section 5.10(b).

“ Exchange Request ” has the meaning ascribed to it in Section 5.10.

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“ fair market value ” means, with respect to any asset or property, the price which could be negotiated in an arm’s-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Fair market value shall be determined by the Board of Directors of the Company or any duly appointed officer of the Company or a Restricted Subsidiary, as applicable, acting reasonably and in good faith and, in respect of any asset or property with a fair market value in excess of $10.0 million, shall be determined by the Board of Directors of the Company and shall be evidenced by a Board Resolution of the Board of Directors of the Company delivered to the Agent.

“ Fee Letter ” means the fee letter between Citigroup Global Markets Inc. and the Company dated the date hereof.

“ Filing Date ” means the date on which an office copy of the Court Order is filed at the Companies House.

“ Financial Officer ” for any Person means the chief financial officer, treasurer or senior financial officer of such Person, as applicable.

“ Fixed Rate ” means, with respect to any Loans, a rate of interest equal to the Applicable Rate plus the Applicable Spread then in effect on the applicable date as provided in Section 2.3(a)(2).

“ Fixed Rate Loans ” means Loans described in Section 2.3(a)(2).

“ Floating Rate Loans ” means Loans described in Section 2.3(a)(1).

“ Funding Guarantor ” shall have the meaning provided in Section 9.6.

“ GAAP ” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, which are in effect as of the Closing Date.

“ Guarantee ” means, collectively, the guarantees delivered to the Lenders by the Guarantors pursuant to Section 9 that are evidenced by signatures hereto or a guarantee substantially in the form of Exhibit VII annexed hereto.

“ Guarantor ” means (a) as of the Effective Date, Equinix Operating Co., Inc. and (b) after the Effective Date, Equinix Operating Co., Inc. and each of the Company’s Domestic Restricted Subsidiaries that in the future executes a Guarantee pursuant to which such Restricted Subsidiary agrees to be bound by the terms of this Agreement as a Guarantor; provided that any Person constituting a Guarantor as described above shall cease to constitute a Guarantor when its respective Guarantee is released in accordance with the terms of this Agreement.

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“ Hazardous Materials ” means (a) any chemical, material or substance at any time defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous waste,” “restricted hazardous waste,” “infectious waste,” “toxic substances” or any other formulations intended to define, list or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, toxicity, reproductive toxicity, “ TCLP toxicity ” or “ EP toxicity ” or words of similar import under any applicable Environmental Laws or publications promulgated pursuant thereto; (b) any oil, petroleum, petroleum fraction or petroleum derived substance; (c) any drilling fluids, produced waters and other wastes associated with the exploration, development or production of crude oil, natural gas or geothermal resources; (d) any flammable substances or explosives; (e) any radioactive materials; (f) asbestos in any form; (g) urea formaldehyde foam insulation; (h) electrical equipment which contains any oil or dielectric fluid containing levels of polychlorinated biphenyls in excess of fifty parts per million; (i) pesticides; and (j) any other chemical, material, substance, pollutant or contaminant in any form regulated, or which can give rise to liability, under any Environmental Law.

“ Indebtedness ” means with respect to any Person, without duplication:

(a) all Obligations of such Person for borrowed money;

(b) all Obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(c) all Capitalized Lease Obligations of such Person;

(d) all Obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations and all Obligations under any title retention agreement (but excluding (1) trade accounts payable and other accrued liabilities arising in the ordinary course of business that are not overdue by 120 days or more or are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and (2) any earn-out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP;

(e) all Obligations for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction;

(f) guarantees and other contingent obligations in respect of Indebtedness referred to in clauses (a) through (e) above and clause (h) below;

(g) all Obligations of any other Person of the type referred to in clauses (a) through (f) which are secured by any lien on any property or asset of such Person, the amount of such Obligation being deemed to be the lesser of the fair market value of such property or asset or the amount of the Obligation so secured;

(h) all Obligations under currency agreements and interest swap agreements of such Person; and

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(i) all Disqualified Capital Stock issued by such Person or Preferred Stock issued by such Person’s non-Domestic Restricted Subsidiaries which are not Guarantors with the amount of Indebtedness represented by such Disqualified Capital Stock or Preferred Stock being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any.

For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to this Agreement, and if such price is based upon, or measured by, the fair market value of such Disqualified Capital Stock, such fair market value shall be determined reasonably and in good faith by the Board of Directors of the issuer of such Disqualified Capital Stock.

“ indemnified liabilities ” has the meaning ascribed to such term in Section 10.4.

“ Indemnitees ” has the meaning ascribed to such term in Section 10.4.

“ Interest Period ” means (a) with respect to any Loan (other than a Fixed Rate Loan), a three-month period (or such shorter period as may be acceptable to the Lenders) and (b) with respect to any Fixed Rate Loan, a six-month period.

“ Interest Rate Determination Date ” means, with respect to any Interest Period, the second Business Day on which banks in New York and London are open prior to the first Business Day of such Interest Period.

“ Interest Swap Obligations ” means the obligations of any Person pursuant to any arrangement with any other Person, whereby, directly or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a floating or a fixed rate of interest on a stated notional amount in exchange for periodic payments made by such other Person calculated by applying a fixed or a floating rate of interest on the same notional amount and shall include, without limitation, interest rate swaps, caps, floors, collars and similar agreements.

“ Internal Revenue Code ” means the Internal Revenue Code of 1986, as amended from time to time, and any successor code or statute.

“ Investment ” means, with respect to any Person, any direct or indirect loan or other extension of credit (including, without limitation, a guarantee) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition by such Person of any Capital Stock, bonds, notes, debentures or other securities or evidences of Indebtedness issued by, any other Person. “Investment” shall exclude extensions of trade credit by the Company and its Restricted Subsidiaries on commercially reasonable terms in accordance with normal trade practices of the Company or such Restricted Subsidiary, as the case may be, and, in the case of the Company and its Restricted Subsidiaries, intercompany loans, advances or Indebtedness having a term not exceeding 364 days and made in the ordinary course of business consistent with past

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practice. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Common Stock of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Company, the Company shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Common Stock of such Restricted Subsidiary not sold or disposed of. The amount of any Investment outstanding at any time shall be the original cost of such Investment, reduced by any dividend, distribution, interest payment, return of capital, repayment or other amount received in cash by the Company or a Restricted Subsidiary in respect of such Investment.

“ Laws ” means all applicable statutes, laws, ordinances, regulations, rules, orders, judgments, writs, injunctions or decrees of any state, commonwealth, nation, territory, possession, province, county, parish, town, township, village, municipality or Tribunal, and “Law” means each of the foregoing.

“ Lenders ” has the meaning ascribed to that term in the introduction to this Agreement and shall include any assignee of any Loan, Note or Loan Commitment to the extent of such assignment.

“ LIBOR Rate ” means the rate per annum determined by the Agent to be the arithmetic mean of the offered rates for deposits in dollars with a term comparable to such Interest Period (or such shorter period as may be acceptable to the Lenders) that appears on the Telerate British Bankers Assoc. Interest Settlement Rates Page (as defined below) at approximately 11:00 a.m., London, England time, on the second full Business Day preceding the first day of such Interest Period; provided , however , that (a) if no comparable term for an Interest Period is available, the LIBOR Rate shall be determined using the weighted average of the offered rates for the two terms most nearly corresponding to such Interest Period and (b) if there shall at any time no longer exist a Telerate British Bankers Assoc. Interest Settlement Rates Page, “LIBOR Rate” shall mean, with respect to each day during each Interest Period the rate per annum equal to the rate at which the Agent is offered deposits in dollars at approximately 11:00 a.m., London, England time, two Business Days prior to the first day of such Interest Period in the London interbank market for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to its portion of the amount to be outstanding during such Interest Period. “ Telerate British Bankers Assoc. Interest Settlement Rates Page ” shall mean the display designated as Page 3750 on the Telerate System Incorporated Service (or such other page as may replace such page on such service for the purpose of displaying the rates at which dollar deposits are offered by leading banks in the London interbank deposit market).

“ Lien ” means any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof and any agreement to give any security interest).

“ Litigation ” means any action, suit, proceeding, claim, lawsuit and/or investigation conducted or threatened by or before any Tribunal.

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“ Loan Commitment ” means the Bridge Loan Commitment and the Term Loan Commitment.

“ Loan Documents ” means this Agreement, the Bridge Notes, the Term Notes, the Guarantees, the Senior Indenture, the Exchange Notes and the Registration Rights Agreement.

“ Loans ” means the Bridge Loan and the Term Loan as each may be outstanding.

“ Major Covenant ” means the covenants set forth in Sections 6.1 and 6.2 (except insofar as each such covenant may apply to or constitute a procurement covenant relating to the Acquired Business) and the covenant set forth in Section 6.5(a) insofar as each such covenant applies to Company, Bidco or any Material Subsidiary (except insofar as such covenant may apply to or constitute a procurement covenant relating to the Acquired Business).

“ Major Default ” means any of the following events occurs, whether or not caused by any reason outside the control of the Company or any Guarantor:

(a) an involuntary proceeding shall be commenced or an involuntary petition shall be filed (other than by a Lender) seeking (1) liquidation, reorganization, administration or other relief in respect of the Company, Bidco or any Material Subsidiary (other than the Acquired Business) or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (2) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company, Bidco or any Material Subsidiary (other than the Acquired Business) or for a substantial part of its assets, and, in any such case, such proceeding or petition (A) shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered or (B) is not frivolous or vexatious;

(b) the Company, Bidco or any Material Subsidiary (other than the Acquired Business) shall (1) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization, administration or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (2) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (a) of this definition, (3) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company, Bidco or any Material Subsidiary (other than the Acquired Business) or for a substantial part of its assets, (4) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (5) make a general assignment for the benefit of creditors or (6) take any action for the purpose of effecting any of the foregoing;

(c) the Company, Bidco or any Material Subsidiary (other than the Acquired Business) shall generally not pay its debts as they become due or shall admit in writing its inability or failure to pay its debts as they become due;

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(d) it becomes unlawful to make or fund, or to have any commitment to make or fund, the Loans; or

(e) the Company cancels, rescinds or purports to rescind this Agreement or the Company or any Guarantor initiates a proceeding seeking to establish the invalidity or unenforceability thereof (exclusive of questions of interpretation of any provision thereof), or the Company or any Guarantor shall repudiate or deny any portion of its liability or obligation for the Loans.

“ Major Representation ” means each of the representations and warranties set forth in Section 4.1 (a), Section 4.2 and Section 4.3(a)(2) and Section 4.3(a)(3) (solely with respect to material debt instruments and indentures or similar agreements pursuant to which such debt instruments are issued), in each case, insofar as they relate to the Company or Bidco.

“ Margin Stock ” has the meaning assigned to that term in Regulation U and Regulation G of the Board of Governors of the Federal Reserve System as in effect from time to time.

“ Material Adverse Effect ” means a material adverse effect upon (a) the business, results of operations, properties or condition (financial or otherwise) of the Company and its Subsidiaries taken as a whole, (b) the ability of the Company or its Subsidiaries taken as a whole to perform its or their respective material obligations under the Loan Documents to which it is a party or (c) the validity or enforceability against the Company or any of its Subsidiaries of any of the Loan Documents or any of the material rights or remedies of the Agent or the Lenders thereunder.

“ Material Subsidiary ” means a “significant subsidiary” as defined in Rule 1.02(w) of Regulation S-X promulgated under the Securities Act.

“ Multiemployer Plan ” means a Pension Plan which is a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA.

“ Net Cash Proceeds ” means, with respect to any Asset Sale, the proceeds in the form of cash or Cash Equivalents including payments in respect of deferred payment obligations when received in the form of cash or Cash Equivalents (other than the portion of any such deferred payment constituting interest) received by the Company or any of its Restricted Subsidiaries from such Asset Sale net of:

(a) reasonable out-of-pocket expenses and fees relating to such Asset Sale (including, without limitation, legal, accounting and investment banking fees and sales commissions);

(b) taxes paid or payable after taking into account any reduction in consolidated tax liability due to available tax credits or deductions and any tax sharing arrangements;

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(c) repayment of Indebtedness (other than Indebtedness under the Bank Facility or the Target Facility) that is secured by the property or assets that are the subject of such Asset Sale; and

(d) appropriate amounts to be provided by the Company or any Restricted Subsidiary, as the case may be, as a reserve, in accordance with GAAP, against any liabilities associated with such Asset Sale and retained by the Company or any Restricted Subsidiary, as the case may be, after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale.

“ Net Income ” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends or distributions.

“ Non-cash Charges ” means, with respect to any Person, (a) losses on asset sales, disposals or abandonments, (b) any impairment charge or asset write-off related to intangible assets, long-lived assets, and investments in debt and equity securities pursuant to GAAP, (c) all losses from investments recorded using the equity method, (d) stock-based awards compensation expense, and (e) other non-cash charges ( provided that if any non-cash charges referred to in this clause (e) represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period).

“ Notes ” means, collectively, the Bridge Notes and the Term Notes.

“ Notice of Borrowing ” means a notice substantially in the form of Exhibit III annexed hereto with respect to a proposed borrowing.

“ Obligations ” means all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“ Offer ” means (a) the offer made or to be made on behalf of Bidco, to acquire all the issued and outstanding Target Shares, excluding any Open Market Shares, as such offer may be amended, supplemented or otherwise modified in accordance with the terms of this Agreement and (b) if the context requires, the acquisition of Target Shares pursuant to Compulsory Acquisition Procedures.

“ Offer Announcement Date ” means the date on which the Offer Press Release is issued.

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“ Offer Certain Funds Period ” means the period from and including the Offer Announcement Date and to and including the earliest of:

(a) the date which is five months after the date on which the Offer Document is first posted if Bidco has not become entitled to initiate the Compulsory Acquisition Procedures in respect of the Target Shares of the shareholders of the Target who have not accepted the Offer;

(b) if, on or prior to the date which is five months after the date on which the Offer Document is first posted, Bidco becomes entitled to initiate the Compulsory Acquisition Procedures, the date which is the later of (1) the first Business Day after the expiry of seven weeks after the date Bidco becomes entitled to initiate the Compulsory Acquisition Procedures in respect of the Target Shares of the shareholders of the Target who have not accepted the Offer; (2) if an application to court is made under Section 986 of the Companies Act 2006, the first Business Day after the last day on which that application was disposed of; and (3) 15 days after the Offer is closed; and

(c) the date on which any Offer Mandatory Cancellation Event occurs.

“ Offer Commitment ” means, with respect to each Lender, the commitment of such Lender to make an Offer Loan in an amount not to exceed the amount set forth under the heading “Term Commitment—Offer Commitment” opposite such Lender’s name on Schedule 1.1. The initial aggregate amount of the Lenders’ Offer Commitments is $500.0 million.

“ Offer Conditions Precedent ” mean the conditions listed in Appendix I to the Offer Document.

“ Offer Covenants ” means the covenants set forth in paragraphs (a), (b), (c), (e) and (f) of Section 5.16 to the extent the breach of such covenants is materially prejudicial to the Lenders.

“ Offer Document ” means the document containing the Offer posted to shareholders of Target.

“ Offer Loan ” means any Loan the purpose of which is to finance, directly or indirectly, the cash consideration for the Target Shares purchased pursuant to the Offer (including any Target Shares acquired pursuant to the Compulsory Acquisition Procedures).

“ Offer Mandatory Cancellation Event ” means the occurrence of any of the following:

(a) the Offer lapses or is withdrawn; or

(b) the Offer Document is not posted within 28 days following the date of issue of the Offer Press Release (or such longer time period as the Required Lenders and the Takeover Panel may agree); or

(c) if the Competition Commission initiates proceedings under Article 6(1)(c) of Council Regulation (EC) 139/2004 or the Offer is referred to the Competition Commission, in either case before 1:00 p.m. on the first closing date of the Offer or the Unconditional Date, whichever is later; or

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(d) the Unconditional Date does not occur within 180 days after the date of this Agreement.

“ Offer Payment Date ” has the meaning ascribed to such term in Section 2.5(a)(4).

“ Offer Press Release ” means the press release made by or on behalf of Bidco announcing the terms of the Offer.

“ Officer ” means the Chairman of the Board, the President, any Vice President, the Chief Financial Officer, the Controller, the Treasurer or the Secretary of the Company.

“ Officers’ Certificate ” means, as applied to any corporation, a certificate executed on behalf of such corporation by two Officers; provided , however , that every Officers’ Certificate with respect to the compliance with a condition precedent to the making of the Loans hereunder shall include (a) a statement that the officer or officers making or giving such Officers’ Certificate have read such condition and any definitions or other provisions contained in this Agreement relating thereto, (b) a statement that, in the opinion of the signers, they have made or have caused to be made such examination or investigation as is necessary to enable them to express an informed opinion as to whether or not such condition has been complied with, and (iii) a statement as to whether, in the opinion of the signers, such condition has been complied with.

“ Open Market Shares ” means the Target Shares purchased by Bidco (or any Affiliate thereof) in the open market prior to the Unconditional Date.

“ Other Taxes ” has the meaning ascribed to such term in Section 10.19.

“ Participating Member State ” means each state, so described in any European Monetary Union legislation, which was a participating member state on December 31, 2003.

“ Payment Office ” shall mean the office of the Agent located at 2 Penns Way, Suite 100, New Castle, Delaware 19720 or such other office as the Agent may designate to the Company and the Lenders from time to time.

“ PBGC ” means the Pension Benefit Guaranty Corporation, and any successor to all or any of the Pension Benefit Guaranty Corporation’s functions under ERISA.

“ Pension Plan ” means an employee pension benefit plan as defined in Section 3(2) of ERISA which is subject to the provisions of Title IV of ERISA and which is maintained for employees of the Company or any Subsidiary of the Company.

“ Permits ” has the meaning ascribed to such term in Section 4.18.

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“ Permitted Indebtedness ” means, without duplication, each of the following:

(a) Indebtedness under the Bridge Loans issued on the Closing Date in an aggregate principal amount not to exceed $500.0 million, this Agreement and the Guarantees and any Term Loans or Exchange Notes issued in exchange therefor pursuant to the terms of this Agreement;

(b) Indebtedness incurred pursuant to the Bank Facility in an aggregate principal amount at any time outstanding not to exceed $75.0 million, less:

(i) the amount of all payments actually made by the Company thereunder in respect of Indebtedness thereunder with Net Cash Proceeds from Asset Sales pursuant to Section 2.5(a) and 6.9 (excluding any such payments to the extent refinanced at the time of payment under a replaced Bank Facility); and

(ii) reduced by any required permanent repayments actually made (which are accompanied by a corresponding permanent commitment reduction) thereunder;

(c) other Indebtedness of the Company and its Restricted Subsidiaries outstanding on the Closing Date and listed on Schedule 6.1 , reduced by the amount of any scheduled amortization payments, mandatory prepayments when actually paid, conversions or permanent reductions thereon; provided, however , that the principal amount of Indebtedness under the Loan and Security Agreement and Note between Equinix RP II, LLC and SFT I, Inc. dated December 21, 2005 may be increased by up to $50.0 million;

(d) Interest Swap Obligations of the Company or any Restricted Subsidiary of the Company covering Indebtedness of the Company or any of its Restricted Subsidiaries; provided , however , that such Interest Swap Obligations are entered into to protect the Company and its Restricted Subsidiaries from fluctuations in interest rates on its outstanding Indebtedness to the extent the notional principal amount of such Interest Swap Obligation does not, at the time of the incurrence thereof, exceed the principal amount of the Indebtedness to which such Interest Swap Obligation relates;

(e) Indebtedness under Currency Agreements; provided that in the case of Currency Agreements which relate to Indebtedness, such Currency Agreements do not increase the Indebtedness of the Company and its Restricted Subsidiaries outstanding other than as a result of fluctuations in foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder;

(f) Indebtedness of a Restricted Subsidiary of the Company to the Company or to a Wholly Owned Restricted Subsidiary of the Company for so long as such Indebtedness is held by the Company or a Wholly Owned Restricted Subsidiary of the Company or the holder of a Lien permitted under this Agreement, in each case subject to no Lien held by a Person other than the Company or a Wholly Owned Restricted Subsidiary of the Company or the holder of a Lien permitted under this Agreement; provided that if as of any date any Person other than the Company or a Wholly Owned Restricted Subsidiary of the Company or the holder of a Lien permitted under this Agreement owns or

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holds any such Indebtedness or holds a Lien in respect of such Indebtedness, such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness under this clause (f) by the issuer of such Indebtedness;

(g) Indebtedness of the Company to a Wholly Owned Restricted Subsidiary of the Company for so long as such Indebtedness is held by a Wholly Owned Restricted Subsidiary of the Company or the holder of a Lien permitted under this Agreement, in each case subject to no Lien other than a Lien permitted under this Agreement; provided that (1) any Indebtedness of the Company to any Wholly Owned Restricted Subsidiary of the Company that is not a Guarantor is unsecured and subordinated, pursuant to a written agreement, to the Company’s obligations under this Agreement and the Notes and (2) if as of any date any Person other than a Wholly Owned Restricted Subsidiary of the Company or the holder of a Lien permitted under this Agreement owns or holds any such Indebtedness or any Person holds a Lien in respect of such Indebtedness, such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness under this clause (g) by the Company;

(h) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided , however , that such Indebtedness is extinguished within five business days of incurrence;

(i) Indebtedness of the Company or any of its Restricted Subsidiaries in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) in the ordinary course of business;

(j) Indebtedness represented by Capitalized Lease Obligations and Purchase Money Indebtedness of the Company and its Restricted Subsidiaries incurred in the ordinary course of business not to exceed (together with any Refinancing Indebtedness with respect thereto) $10.0 million at any time outstanding;

(k) Refinancing Indebtedness;

(l) Indebtedness of the Company or any Restricted Subsidiary consisting of “earn-out” obligations, guarantees, indemnities or obligations in respect of purchase price adjustments in connection with the acquisition or disposition of assets (including Capital Stock);

(m) Indebtedness of the Acquired Business incurred pursuant to the Target Facility in an aggregate principal amount at any time not to exceed £82.0 million, less:

(1) the amount of all payments actually made by the Company thereunder in respect of Indebtedness thereunder with Net Cash Proceeds from Asset Sales pursuant to Section 2.5(a) and 6.9 (excluding any such payments to the extent refinanced at the time of payment under a replaced Target Facility); and

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(2) reduced by any required permanent repayments (which are accompanied by a corresponding permanent commitment reduction) thereunder;

(n) Indebtedness incurred by the Company or any of the Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business, including in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the incurrence thereof;

(o) Indebtedness in respect of Sale and Leaseback Transactions in an amount not to exceed $50.0 million in aggregate;

(p) Indebtedness of Restricted Subsidiaries in Japan, Singapore and Australia in an amount not to exceed $60.0 million and guarantees in respect thereof by the Company; and

(q) additional Indebtedness of the Company and its Restricted Subsidiaries in an aggregate principal amount (or accreted value) not to exceed $25.0 million at any one time outstanding (which amounts may, but need not, be incurred in whole or in part under the Bank Facility).

For purposes of determining compliance with Section 6.1, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (a) through (q) above or, after the Conversion Date is entitled to be incurred pursuant to the Consolidated Fixed Charge Coverage Ratio provisions of Section 6.1(b), the Company shall, in its sole discretion, classify (or later reclassify) such item of Indebtedness in any manner that complies with Section 6.1; provided that all Indebtedness outstanding under the Bank Facility up to the maximum amount permitted under clause (b) above shall be deemed to have been incurred pursuant to clause (b). Accrual of interest, accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Capital Stock in the form of additional shares of the same class of Disqualified Capital Stock will not be deemed to be an incurrence of Indebtedness or an issuance of preferred stock of a Restricted Subsidiary or Disqualified Capital Stock, as applicable, for purposes of Section 6.1.

“ Permitted Investment ” means:

(a) Investments by the Company or any Restricted Subsidiary of the Company in any Person that is or will become immediately after such Investment a Wholly-Owned Restricted Subsidiary of the Company or that will merge or consolidate into the Company or a Wholly-Owned Restricted Subsidiary of the Company;

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(b) Investments in the Company by any Restricted Subsidiary of the Company; provided that any Indebtedness evidencing such Investment and held by a Restricted Subsidiary that is not a Wholly-Owned Restricted Subsidiary that is a Guarantor is unsecured and subordinated, pursuant to a written agreement, to the Company’s obligations under the Notes and this Agreement;

(c) investments in cash and Cash Equivalents and Investments permitted by the investment policy adopted by the Company’s Board of Directors, a true and correct copy of which has been provided to the Agent;

(d) loans and advances to employees, directors and officers of the Company and its Restricted Subsidiaries in the ordinary course of business for bona fide business purposes not in excess of $5.0 million at any one time outstanding;

(e) Currency Agreements and Interest Swap Obligations entered into in the ordinary course of the Company’s or its Restricted Subsidiaries’ businesses and otherwise in compliance with this Agreement;

(f) additional Investments (other than any Investments in any direct or indirect parent company of the Company) not to exceed $10.0 million at any one time outstanding;

(g) Investments in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers or in good faith settlement of delinquent obligations of such trade creditors or customers;

(h) Investments made by the Company or its Restricted Subsidiaries as a result of consideration received in connection with an Asset Sale made in compliance with Section 2.5(a) and 6.9;

(i) Investments resulting from the creation of Liens on the assets of the Company or any of its Restricted Subsidiaries in compliance with Section 6.2;

(j) Investments represented by guarantees that are otherwise permitted under this Agreement;

(k) Investments the payment for which is Qualified Capital Stock of the Company;

(l) Investments in Target Shares; and

(m) Investments in Persons other than Wholly Owned Subsidiaries owned by them as of the Closing Date and described on Schedule 6.4 annexed hereto.

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“ Permitted Liens ” means the following types of Liens:

(a) Liens for taxes, assessments or governmental charges or claims either (1) not delinquent or (2) contested in good faith by appropriate proceedings and as to which the Company or its Restricted Subsidiaries shall have set aside on its books such reserves as may be required pursuant to GAAP;

(b) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made in respect thereof;

(c) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, including any Lien securing letters of credit issued in the ordinary course of business consistent with past practice in connection therewith, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);

(d) judgment Liens not giving rise to an Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired;

(e) easements, rights-of-way, zoning restrictions and other similar charges or encumbrances in respect of real property not interfering in any material respect with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries;

(f) any interest or title of a lessor under any Capitalized Lease Obligation; provided that such Liens do not extend to any property or assets which is not leased property subject to such Capitalized Lease Obligation (other than other property that is subject to a separate lease from such lessor or any of its Affiliates);

(g) Liens securing Purchase Money Indebtedness incurred in the ordinary course of business; provided , however , that (1) such Purchase Money Indebtedness shall not exceed the purchase price or other cost of such property or equipment and shall not be secured by any property or equipment of the Company or any Restricted Subsidiary of the Company other than the property and equipment so acquired or other property that was acquired from such seller or any of its Affiliates with the proceeds of Purchase Money Indebtedness and (2) the Lien securing such Purchase Money Indebtedness shall be created within 120 days of such acquisition;

(h) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

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(i) Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof;

(j) Liens securing Interest Swap Obligations which Interest Swap Obligations relate to Indebtedness that is otherwise permitted under this Agreement;

(k) Liens securing Indebtedness under Currency Agreements;

(l) Liens securing Acquired Indebtedness incurred in accordance with Section 6.1; provided that

(1) such Liens secured such Acquired Indebtedness at the time of and prior to the incurrence of such Acquired Indebtedness by the Company or a Restricted Subsidiary of the Company and were not granted in connection with, or in anticipation of, the incurrence of such Acquired Indebtedness by the Company or a Restricted Subsidiary of the Company; and

(2) such Liens do not extend to or cover any property or assets of the Company or of any of its Restricted Subsidiaries other than the property or assets that secured the Acquired Indebtedness prior to the time such Indebtedness became Acquired Indebtedness of the Company or a Restricted Subsidiary of the Company and are no more favorable to the lienholders than those securing the Acquired Indebtedness prior to the incurrence of such Acquired Indebtedness by the Company or a Restricted Subsidiary of the Company;

(m) Liens on assets of a Restricted Subsidiary of the Company that is not a Guarantor to secure Indebtedness of such Restricted Subsidiary that is otherwise permitted under this Agreement;

(n) leases, subleases, licenses and sublicenses granted to others that do not materially interfere with the ordinary cause of business of the Company and its Restricted Subsidiaries;

(o) banker’s Liens, rights of setoff and similar Liens with respect to cash and Cash Equivalents on deposit in one or more bank accounts in the ordinary course of business;

(p) Liens arising from filing Uniform Commercial Code financing statements regarding leases;

(q) Liens in favor of customs and revenue authorities arising as a matter of law to secure payments of custom duties in connection with the importation of goods;

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(r) Liens (1) on inventory held by and granted to a local distribution company in the ordinary course of business and (2) in accounts purchased and collected by and granted to a local distribution company that has agreed to make payments to the Company or any of its Restricted Subsidiaries for such amounts in the ordinary course of business;

(s) Liens securing Indebtedness of Special Purpose Subsidiaries;

(t) Liens securing Indebtedness in respect of Sale and Leaseback Transactions permitted pursuant to paragraph (o) of the definition of Permitted Indebtedness;

(u) Liens securing Indebtedness permitted pursuant to paragraph (p) of the definition of Permitted Indebtedness; and

(v) after the Conversion Date, Liens with respect to obligations (including Indebtedness) of the Company or any of its Restricted Subsidiaries that do not exceed $10.0 million at any one time outstanding.

“ Person ” means an individual, partnership, corporation, unincorporated organization, trust or joint venture, or a governmental agency or political subdivision thereof.

“ Plan ” means an employee benefit plan as defined in Section 3(3) of ERISA maintained by the Company or any of its Subsidiaries for employees of the Company or any of its Subsidiaries.

“ Potential Event of Default ” means a condition or event which, after notice or lapse of time or both, would constitute an Event of Default if that condition or event were not cured or removed within any applicable grace or cure period.

“ Preferred Stock ” of any Person means any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemptions or upon liquidation.

“ Press Release ” means the Scheme Press Release or, following an Election, the Offer Press Release.

“ Purchase Money Indebtedness ” means Indebtedness of the Company and its Restricted Subsidiaries incurred in the normal course of business for the purpose of financing all or any part of the purchase price, or the cost of installation, construction or improvement, of property or equipment.

“ Qualified Capital Stock ” means any Capital Stock that is not Disqualified Capital Stock.

“ Receiving Bank ” means the bank appointed receiving bank in connection with the Offer.

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“ Receiving Bank Account ” means the account with the Receiving Bank into which proceeds from the Offer Loans to purchase Target Shares will be paid.

“ Receiving Bank Account Letter ” means the letter of instructions, containing customary terms for such letter, from Bidco to the Receiving Bank and countersigned by the Receiving Bank.

“ Refinance ” means, in respect of any security or Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue a security or Indebtedness in exchange or replacement for, such security or Indebtedness in whole or in part. “Refinanced” and “Refinancing” shall have correlative meanings.

“ Refinancing Indebtedness ” means any Refinancing by the Company or any Restricted Subsidiary of the Company of Indebtedness incurred in accordance with the “Limitation on Incurrence of Additional Indebtedness” covenant (other than pursuant to clauses (b), (d), (e), (f), (g), (h), (i), (j), (l), (n) or (o) of the definition of Permitted Indebtedness), in each case that does not:

(a) result in an increase in the aggregate principal amount of Indebtedness of such Person as of the date of such proposed Refinancing (plus the amount of all accrued interest and any premium required to be paid under the terms of the instrument governing such Indebtedness and plus the amount of reasonable fees and expenses incurred by the Company in connection with such Refinancing); or

(b) create Indebtedness with: (1) a Weighted Average Life to Maturity that is less than the Weighted Average Life to Maturity of the Indebtedness being Refinanced; or (2) a final maturity earlier than the final maturity of the Indebtedness being Refinanced; provided that (A) if such Indebtedness being Refinanced is Indebtedness solely of the Company (and is not otherwise guaranteed by a Restricted Subsidiary of the Company), then such Refinancing Indebtedness shall be Indebtedness solely of the Company and (B) if such Indebtedness being Refinanced is subordinate or junior to the Notes or any Guarantee, then such Refinancing Indebtedness shall be subordinate to the Notes or such Guarantee, as the case may be, at least to the same extent and in the same manner as the Indebtedness being Refinanced.

“ Registration Rights Agreement ” means a registration rights agreement to be dated on or after the Conversion Date substantially in the form of Exhibit V annexed hereto.

“ Release ” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Materials into the indoor or outdoor environment (including, without limitation, the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Materials), or into or out of any Facility, including the movement of any Hazardous Material through the air, soil, surface water, groundwater or property.

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“ Reportable Event ” has the meaning set forth in Section 4043 of ERISA, but excluding any event for which the 30-day notice requirement has been waived by applicable regulations of the PBGC.

“ Required Lenders ” means Lenders holding in the aggregate more than 50% of the outstanding principal amount of Notes.

“ Restricted Payment ” has the meaning ascribed to such term in Section 6.3.

“ Restricted Subsidiary ” of any Person means any Subsidiary of such Person which at the time of determination is not an Unrestricted Subsidiary.

“ Sale and Leaseback Transaction ” means any direct or indirect arrangement with any Person or to which any such Person is a party, providing for the leasing to the Company or a Restricted Subsidiary of any property, whether owned by the Company or any Restricted Subsidiary at the Closing Date or later acquired, which has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person from whom funds have been or are to be advanced by such Person on the security of such property.

“ Scheme ” means a scheme of arrangement made pursuant to Section 425 of the Companies Act 1985 in relation to the cancellation of the entire issued share capital of Target and the subsequent issue of new shares in Target to Bidco as contemplated by the Scheme Press Release.

“ Scheme Announcement Date ” means the date on which the Scheme Press Release is issued.

“ Scheme Certain Funds Period ” means the period (a) beginning on the Scheme Announcement Date and (b) ending on the earlier of (1) the date that falls 14 days after the Filing Date and (2) the date on which a Scheme Mandatory Cancellation Event occurs.

“ Scheme Commitment ” means, with respect to each Lender, the commitment of such Lender to make a Scheme Loan in an amount not to exceed the amount set forth under the heading “Term Commitment—Scheme Commitment” opposite such Lender’s name on Schedule 1.1. The initial aggregate amount of the Lenders’ Scheme Commitments is $500.0 million.

“ Scheme Conditions Precedent ” means the conditions listed in Appendix I to the Scheme Document.

“ Scheme Covenants ” means the covenants set forth in paragraphs (a), (b), (d) and (e) of Section 5.17 to the extent the breach of such covenants is materially prejudicial to the Lenders.

“ Scheme Document ” means the scheme document issued or to be issued by Target to its shareholders in respect of the Scheme.

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“ Scheme Loan ” means any Loan the purpose of which is to finance, directly or indirectly, the cash consideration for the Target Shares purchased pursuant to the Scheme.

“ Scheme Mandatory Cancellation Event ” means the occurrence of any of the following:

(a) the Scheme lapses or is withdrawn; or

(b) if the Competition Commission initiates proceedings under Article 6(1)(c) of Council Regulation (EC) 139/2004 or the Scheme is referred to the Competition Commission prior to the date on which the resolutions are passed at the court meeting; or

(c) if the Filing Date has not occurred on or prior to the date falling 150 days after the date of this Agreement.

“ Scheme Press Release ” means the press release made by or on behalf of Bidco announcing the terms of the Scheme.

“ Securities ” means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit sharing agreement or arrangement, bonds, debentures, options, warrants, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

“ Securities Act ” means the Securities Act of 1933, as amended from time to time, and any successor statute.

“ Senior Indenture ” means an indenture between the Company and a trustee, containing the covenants summarized in the Description of Senior Notes attached hereto as Exhibit IV (with such additional changes therein as the Agent and the Company shall approve), as the same may at any time be amended, modified and supplemented and in effect.

“ Singapore E-mail Business ” means the Company’s email service program offered in Singapore.

“ Special Purpose Subsidiary ” means any wholly-owned direct or indirect Subsidiary of the Company which was formed to own certain real or personal property interests and incur limited recourse Indebtedness in connection therewith and engages in no other activities.

“ stated maturity ” means, with respect to any security, the date specified in such security as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision, but shall not include any date on which the payment of principal of such security is due and payable as a result of any contingent obligations to repay, redeem or repurchase any such principal prior to the date originally scheduled for the payment thereof.

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“ Subordinated Indebtedness ” means Indebtedness of the Company or any Guarantor that is subordinated or junior in right of payment to the Notes or the Guarantee of such Guarantor, as the case may be.

“ Subsidiary ”, with respect to any Person, means (a) any corporation of which the outstanding Capital Stock having at least a majority of the votes entitled to be cast in the election of directors under ordinary circumstances shall at the time be owned, directly or indirectly, by such Person; or (b) any other Person of which at least a majority of the voting interest under ordinary circumstances is at the time, directly or indirectly, owned by such Person. From and after the date hereof, Target and its subsidiaries shall be deemed Subsidiaries of the Company for purposes of Section 4; provided that all representations and warranties relating to Target and its Subsidiaries made prior to the Closing Date shall be limited to the best of the Company’s knowledge. From and after the Closing Date, Target and its subsidiaries shall deemed Subsidiaries of the Company for all purposes under the Loan Documents.

“ Take-Out Banks ” means the bank or banks engaged to offer Securities of the Company pursuant to the Engagement Letter.

“ Take-Out Securities ” means any Securities of the Company and/or the Guarantors the proceeds of which are used to repay the Notes in full and any Securities of the Company issued in accordance with Section 5.9, the proceeds of which are used to Refinance the Notes in part, including, without limitation, the Demand Take-Out Notes.

“ Takeover Code ” means the City Code on Takeovers and Mergers.

“ Takeover Panel ” means the Panel on Takeovers and Mergers and includes the executive of the Panel and its appeal committee.

“ Target ” means IXEurope plc, a public limited company incorporated under the laws of England and Wales.

“ Target Facility ” means the Facility Agreement, by and among the Target, the lenders party thereto in their capacities as lenders thereunder and CIT Bank Limited, as arranger, together with the related documents thereto (including, without limitation, any guarantee agreements and security documents), in each case as such agreements may be amended (including any amendment and restatement thereof), supplemented or otherwise modified from time to time, including one or more credit agreements, loan agreements or similar agreements (but excluding debt securities) extending the maturity of, refinancing, replacing or otherwise restructuring (including increasing the amount of available borrowings thereunder or adding Restricted Subsidiaries of the Company as additional borrowers or guarantors thereunder) all or any portion of the Indebtedness under such agreement or agreements or any successor or replacement agreement or agreements and whether by the same or any other agent, lender or group of lenders.

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“ Target Group ” means Target and its subsidiaries at the Completion Date.

“ Target Shares ” means the ordinary shares of Target (par value 1 pence per share) to which the Scheme, or upon an Election, the Offer relates and any options outstanding with respect thereto referred to in the Scheme Press Release (and references to Target Shares purchased pursuant to the Scheme or the Offer shall include such options).

“ Taxes ” means all taxes, assessments, fees, levies, imposts, duties, penalties, deductions, liabilities, withholdings or other charges of any nature whatsoever, including interest penalties, from time to time or at any time imposed by any Law or any Tribunal.

“ Term Loan Commitment ” has the meaning ascribed to such term in Section 2.2(a).

“ Term Loans ” has the meaning ascribed to such term in Section 2.2(a).

“ Term Notes ” has the meaning ascribed to such term in Section 2.2(e).

“ Transaction ” means the Acquisition, including the Scheme or the Offer effecting such Acquisition, as applicable, the borrowing of the Bridge Loans and the payment of related fees and expenses.

“ Tribunal ” means any government, any arbitration panel, any court or any governmental department, commission, board, bureau, agency, authority or instrumentality of the United States or any state, province, commonwealth, nation, territory, possession, county, parish, town, township, village or municipality, whether now or hereafter constituted and/or existing.

“ Unconditional Date ” means the date on which the Offer is declared unconditional in all respects.

“ Unfunded Pension Liability ” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Internal Revenue Code for the applicable plan year.

“ Unrestricted Subsidiary ” means:

(a) any Subsidiary of such Person that at the time of determination shall be or continue to be designated an Unrestricted Subsidiary by the Board of Directors of such Person in the manner provided below; and

(b) any Subsidiary of an Unrestricted Subsidiary.

The Board of Directors may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Company or any

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other Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated; provided that:

(a) the Company certifies to the Agent that such designation complies with Section 6.3; and

(b) each Subsidiary to be so designated and each of its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any of its Restricted Subsidiaries.

For purposes of making the determination of whether any such designation of a Subsidiary as an Unrestricted Subsidiary complies with Section 6.3, the portion of the fair market value of the net assets of such Subsidiary of the Company at the time that such Subsidiary is designated as an Unrestricted Subsidiary that is represented by the interest of the Company and its Restricted Subsidiaries in such Subsidiary, in each case as determined in good faith by the Board of Directors of the Company, shall be deemed to be an Investment. Such designation will be permitted only if such Investment would be permitted at such time under Section 6.3.

The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if:

(a) immediately after giving effect to such designation, the Company is able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 6.1(b); and

(b) immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing.

Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to such designation and an officers’ certificate certifying that such designation complied with the foregoing provisions.

“ U.S. Legal Tender ” means such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts.

“ Weighted Average Life to Maturity ” means, when applied to any Indebtedness at any date, the number of years obtained by dividing (a) the then outstanding aggregate principal amount of such Indebtedness into (b) the total of the products obtained by multiplying (1) the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof, by (2) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment.

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“ Wholly Owned Restricted Subsidiary ” means a Restricted Subsidiary, all of the Capital Stock of which (other than directors’ qualifying shares) is owned by the Company or another Wholly Owned Restricted Subsidiary.

1.2 Accounting Terms

For the purposes of this Agreement, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP.

1.3 Other Definitional Provisions; Anniversaries

Any of the terms defined in Section 1.1 may, unless the context otherwise requires, be used in the singular or the plural depending on the reference. For purposes of this Agreement, a monthly anniversary of the Closing Date shall occur on the same day of the applicable month as the day of the month on which the Closing Date occurred; provided , however , that if the applicable month has no such day ( i.e. , 29, 30 or 31), the monthly anniversary shall be deemed to occur on the last day of the applicable month.

1.4 LIBOR Unavailable .

To the extent that the LIBOR Rate shall be unavailable, the Company and the Agent shall agree in good faith to find a comparable rate for the Loans based upon the most recently available LIBOR Rate.

SECTION 2 AMOUNT AND TERMS OF LOAN COMMITMENT AND LOANS; NOTES

2.1 Bridge Loan and Bridge Note

(a) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Company herein set forth, each Lender hereby agrees to lend to the Company the amount of its Offer Commitment or Scheme Commitment, as the case may be (each a “ Bridge Loan ” and collectively, the “ Bridge Loans ”). The Bridge Loans will be available on or after the Effective Date provided that the conditions set forth in Section 3.2 have been satisfied or waived in accordance with this Agreement. Each Lender’s commitment to make the Bridge Loan to the Company pursuant to this Section 2.1(a) are herein called individually, the “ Bridge Loan Commitment ” and collectively, the “ Bridge Loan Commitments .”

(b) When the Company desires to borrow under this Section 2.1, it shall deliver to the Agent a Notice of Borrowing no later than 11:00 A.M. (New York time), at least two Business Days in advance of the Closing Date. The Notice of Borrowing shall specify the applicable date of borrowing (which shall be a Business Day). Upon receipt of such Notice of Borrowing, the Agent shall promptly notify each Lender of its share of the Bridge Loan and the other matters covered by the Notice of Borrowing.

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(c) No later than 12:00 Noon (New York time) on the Closing Date, each Lender will make available its pro rata share of the Bridge Loan requested to be made on such date in the manner provided below. All amounts shall be made available to the Agent in U.S. dollars and immediately available funds at the Payment Office and the Agent promptly will make available to the Company by depositing to its account at the Payment Office the aggregate of the amounts so made available in t