Exhibit 99.1
October 6, 2005
CONFIDENTIAL
VIA FACSIMILE AND EMAIL
Stephen Miller
Chief Financial Officer
STT Communications Ltd.
51 Cuppage Road
#10-11/17
Starhub Centre
Singapore 229469
Dear Steve,
Re: Termination of Certain Covenants and
Agreements
This letter memorializes the agreement
among STT Communications Ltd ("STT"),
i-STT Investments Pte. Ltd. ("i-STT") and
Equinix, Inc. ("Equinix" or the
"Company") regarding the termination or
modification of: (i) certain provisions
in that certain Combination Agreement dated
as of October 2, 2002 among Equinix,
Eagle Panther Acquisition Corp, Eagle
Jaguar Acquisition Corp, i-STT, STT,
Pihana Pacific, Inc. ("Pihana") and Jane
Dietze as Representative of the
Stockholders of Pihana (the "Combination
Agreement"); (ii) certain provisions in
that certain Governance Agreement dated as
of December 31, 2002 among Equinix,
STT, i-STT and the stockholders of Pihana
(the "Governance Agreement"); (iii)
certain provisions in that certain
Registration Rights Agreement dated as of
December 31, 2002 among Equinix and the
Initial Purchasers named therein and
party thereto (the "Registration Rights
Agreement," and together with the
Combination Agreement and Governance
Agreement, the "Transaction Agreements");
and (iv) that certain Collateral Account
Control Agreement among Equinix, i-STT
and Smith Barney, a Division of Citigroup
Global Markets Inc. ("Smith Barney")
(the "Control Agreement"). Except as
modified herein, all of the terms and
conditions of the Transaction Agreements
shall remain in full force and effect.
STT, i-STT and Equinix acknowledge that
Equinix will file on the date of this
letter agreement a registration statement
on Form S-3 (the "Registration
Statement") pursuant to which restricted
shares of Equinix capital stock
beneficially owned by STT or its affiliates
shall be offered (the "Offering")
for resale. The time of the closing of the
sale of Equinix capital stock in the
Offering being the "Closing Time."
Although the Registration Statement will be
filed on the date of this letter
agreement, the parties hereto acknowledge
that (i) the Offering may be sold
directly, or through agents or dealers
designated from time to time in a single
transaction or from time to time on terms
to be determined at the time of sale
and (ii) there is no assurance that the
Offering will be completed.
Except as set forth in Section 4 below, all
provisions of this letter agreement
shall become effective only at the Closing
Time; provided that if the Closing
Time does not occur on or before December
31, 2005 this letter agreement shall
become null and void.
1. i-STT hereby agrees that the Control
Agreement shall be terminated in
accordance with its terms and shall be of
no further force or effect. i-STT
further agrees that it shall notify Smith
Barney of the termination of the
Control Agreement as required by Section 15
of the Control Agreement.
2. As of September 30, 2009 (x) Equinix
shall no longer be bound by any
provisions set forth in Section 6.19 of the
Combination Agreement and (y) STT
shall be deemed to immediately waive any
and all of its rights under Section
6.19 of the Combination Agreement without
any further action by
